Governance Finalization #51
Conversation
This a first attempt at describing the updated proposals for governance. The two big changes are * Restricting the number of Steering Council members with common funding * Adding Provisional members. Hoping to get commercial entities quickly involved.
Fixed typos and inconsistencies.
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Ok @tnabtaf @conda-incubator/steering I have pushed some additional changes to the PR as commit e7a35ce. These changes do a few things:
The change in the status of emeritus members was motivated by the new specific council maximum membership size. This size was made to constrain voting powers and having emeritus members vote breaks that. |
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Looking at this more I may want to reconsider allowing the steering council to remove emeritus members. |
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Definitely looking for comments on this. |
You mean on #51 (comment)? If so, I'm not OK with us removing folks just b/c they are emeritus and some x amount of time passed. I'm OK with us asking them, from time to time, if they still want to remain emeritus or if they want to be removed. |
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Sounds good @ocefpaf. I'll push a change to remove that. Thanks for the feedback! |
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done @ocefpaf! |
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@beckermr @ocefpaf That makes me wonder if it'd be worthwhile to define an annual review cycle for emeritus members in the policy, so it doesn't become a task nobody actually feels responsible for doing? I think so far @beckermr has done this and I'd like to remove the number of uncomfortable things he has on his plate. |
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@beckermr Thanks for the policy (and typo - sorry!) updates. |
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All, I think this might be ready for discussion on today's call... |
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@conda-incubator/steering This PR falls under the "Modifying the governance document" policy of the conda governance policy, please vote and/or comment on this PR. This PR needs 75% of the Steering Council to vote yea to pass. Note: The vote is for TWO items at once to reduce voting overhead. The following two proposals are voted on:
To vote for both, please leave Approve (yea) or Request Changes (nay) pull request reviews. If you would like changes to the current language, please leave a comment (in the governance policy PR or fiscal sponsorship issue) or push to this branch. This vote will end on 2022-07-20. |
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In my opinion this document lacks the requisite specificity in some areas, enforcement mechanisms on some of its rules and generally seems to be missing a consideration of the complex economic incentive structures that it will create. While I appreciate the motivating situation driving this radical restructure of our governance I think this will only make matters more difficult to track. I am concerned that this will actively push away would be contributors as their actions could have vast implications for their organizations.
I am making this comment solely in my personal capacity and am not conveying any rights to any intellectual property of any third parties.
README.md
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| The minimum of 9 works well with the [minimum quorum size of 5](#quorum) specified below. The maximum of 21 allows for a diversity of members, including as many as 7 Provisional Members (see below), and representation from 11 to 21 different participating organizations (see below). | ||
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| If the Steering Council falls below its minimum, then all other Council business is suspended until this requirements is met. The requirement can be met by adding Provisional members, adding new contributing members, or members coming back from Emeritus status. |
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I think all other Council business is a bit vague. This most likely needs to call out explicitly what business can be performed, eg the election of new members. I'll also note that the quorum size would imply that elections of members to the Council would not be possible and so would effectively grind operations to a halt permanently.
I am making this comment solely in my personal capacity and am not conveying any rights to any intellectual property of any third parties.
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I think
all other Council businessis a bit vague. This most likely needs to call out explicitly what business can be performed, eg the election of new members.
Hmmm. Every way I came up with to rewrite this statement:
If the Steering Council falls below its minimum, then all other Council business is suspended until this requirements is met.
actually made things less clear. The best I came up with was:
If the Steering Council falls below its minimum, then the Steering Council's first priority is to meet this requirement.
Which actually says something slightly different. :-(
@CJ-Wright (or anyone), any suggestions would be most welcome.
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I'll also note that the quorum size would imply that elections of members to the Council would not be possible and so would effectively grind operations to a halt permanently.
I had not thought about the possibility of dropping below 5 Steering Council members. That would require first dropping to 9 members, and then the mass simultaneous resignation of at least 5 members (a majority of the remaining council).
Unfortunately there are good reasons for that minimum quorum size of 5. If we modify that requirement it would take a paragraph of text and more rules to explain an equivalent policy for minimum quorum size.
@CJ-Wright, can I talk you into dealing with this situation if and when we get close to it? If we ever get close to just 9 members, then that implies that we need to reconsider a lot more than just minimum quorum size. If we get close to 9 members then this whole approach needs to be revamped.
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We should not leave things to be resolved. They should be explicit and decided now. We have to let the minimum quorum rule be overrides by the vote timeout rules. If after a total of 3 emails, 3 chat messages, and a discussion at a community meeting over two weeks not more than five people respond to a vote then I think it should be fine for people to go ahead.
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In the topic of collaboration council business allowed if we do not meet membership requirements, clearly the only actions allowed should be votes related to changing the council membership. These are enumerated in the new doc already so we should simply list them.
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@CJ-Wright We dropped the maximum number of council members from the proposal. This will help address the concern about when someone leaves a company, but not the council.
README.md
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| Council members need to keep their funding documentation up to date, and notify the council whenever it changes. Should a change in funding state create a shared funding situation, the council members should decide who among themselves should move to emeritus status. If no agreement can be reached, the Steering Council will hold a simple vote to determine which member is moved to emeritus status under the [Resolve Overlapping Funding](#resolve-overlapping-funding) voting provision below. | ||
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| In cases where people have absolutely no funding related to conda, we still document this funding state, but we do not require people to list their (irrelevant) funding. The "no funding" state can be held by an unlimited number of Steering Council members. |
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How is this "no funding" determined? If someone works on Conda to patch bugs found in the pursuit of a particular grant were they funded to work on Conda?
I am making this comment solely in my personal capacity and am not conveying any rights to any intellectual property of any third parties.
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I suppose it would be up to a vote? The described scenario sounds like its answer is no, but more info could change that.
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@CJ-Wright It's clear to me (in my brain!) that the answer to this specific question is "No," the person is not funded to work on conda. However, my brain is not part of this document.
What about:
In cases where people have absolutely no funding related to conda, we still document this funding state, but we do not require people to list their (irrelevant) funding. The "no funding" state can be held by an unlimited number of Steering Council members.
What about cases where someone works on conda for work they are doing, but improving/directing the conda ecosystem is not a specific component of any of their funding? Generally, such cases should be considered as "no funding."
(And then we will thank these people! Volunteers are a big part of the conda community and many components of the ecosystem would not exist without their contributions. The conda community absolutely wants these contributors involved in the community.
Ok, that gets a little preachy towards the end. We could not include that last paragraph.
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I think that improving/directing the conda ecosystem is not a specific component of any of their funding can reasonably be argued to cover most folks.
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@CJ-Wright & @awwad: More descriptive text has been added.
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@conda-incubator/steering today is the last day to vote on this proposal |
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I don't see how to approve this, but I approve. I would like to see the steering council size change to min of 3 and max of 9 but that can be discussed later. I generally believe steering councils should be smaller and sub-committees and participation larger. I could also see changing the max of 2 from each funder to a percentage maximum that the steering council can be composed of from a single funding source (i.e. 1/3 is the maximum or something like that) -- rather than a hard limit on the number of people. |
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I approve the initial documents. I would like further discussion and potential updates to the documents around two issues:
- Steering council max and min size (my suggestion is min of 3 and max of 9)
- Steering council members from the same funding source is a max of 33% rather than a number of individuals (so the number of individuals depends on the steering council size).
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This is very exciting to see the tremendous amount of work that has gone into this process. This is very promising for the future of the conda organization. |
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| ### Shared Funding: Proximate, Ultimate, and In Between | ||
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| Generally, people have shared funding if they are an employee, officer, or member of the Board of Directors of the same entity; if they have a significant consulting relationship with the same entity; or if they own at least 1% of the equity or debt, or derivatives thereof, of the same entity. |
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Curious how we came to the 1% equity or debt provision. Think 5% is typically when one needs to make filings about involvement. Also debt doesn't usually give voting rights (except for some peculiar circumstances like restructuring, in which case it is converted to equity). Mentioning this as I'm wondering if this is unnecessarily restrictive on say entrepreneurs for example
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Good point, @tnabtaf may be able to shed more light on where this came from.
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@jakirkham I copied this number straight from the PSF governance PEP. That paragraph was written by Van Lindberg. I don't have a strong opinion.
Co-authored-by: jakirkham <jakirkham@gmail.com>
Co-authored-by: jakirkham <jakirkham@gmail.com>
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| In cases where people have absolutely no funding related to conda, we still document this funding state, but we do not require people to list their irrelevant funding. The "no funding" state can be held by an unlimited number of Steering Council members. | ||
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| What about cases where someone works on conda for work they are doing, but improving/directing the conda ecosystem is not a specific component of any of their funding? Generally, such cases should be considered as "no funding." |
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Am I right to interpret this that employees of a corporation who happen to work on the conda ecosystem but it isn't their direct job function should be considered "no funding"?
If so, is there anything stopping a malicious organization from having a bunch of people indirectly work and end up as "no funding" in order to seize control?
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My understanding is that if someone pays you to work on conda, direct or indirect, then you are funded. If you only work on conda on unpaid time, then you are not funded. A grad student doing conda in their free time is thus unfunded, but folks at Voltron data working on conda as part of their job are funded.
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Presumably, if you are doing something on company time, the company knows about it, and thus you are funded.
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Developers working on something on the weekend may be "not funded" in the same way as a grad student is. Think this is Keith's point.
If that work became important for the day job, that individual would then become funded. They would then be obligated to report their change in status per the governance document.
Since there is a limitation of 2 funded people per company, if there were others that were funded, the company would need to update who they want to keep in the council when this change occurred.
So no I don't think a company could takeover the steering council in this way, but they could mess up on process steps here and there could be consequences for those errors.
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Right. These things can be put to a vote should something happen.
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@beckermr Since it was not explicitly specified I assumed we're using the good old Anywhere on Earth (AoE) "timezone", to be as inclusive as possible. This has worked well in other Open Source communities that I've participated in the past.
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I agree that this is the start, not the endpoint. Should we have the energy to pursue more governance modifications in the future, I'd be happy to help drive those along as well within reason.
Anywhere on earth is excellent and I will be using that a lot from now on!
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The point around recruitment of talent by companies being hindered by this rule is an interesting point (Idk if that particular concern came up)
It's actually the opposite I am more concerned about. If an individual is on the steering council and wishes to continue to be, it potentially hinders their ability to change companies and grow their career as other companies may already have 2 members on the steering council.
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Yeah sorry Keith I may not have articulated that point well, but my intended meaning was the same as yours.
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@kkraus14: Yes. :-(
Weighted voting could help address this, while preserving limits on any one organization.
We need to find a cadence for making significant (requiring a vote) changes to governance. We could reconsider weighting the next time we do this.
Voting resultsThe vote is over on this governance update proposal. Among Steering Council members there are 20 "yes", 1 "no", and no abstentions. This vote has reached quorum (21 is at least 75% of 22). It has also passed since it recorded 20 "yes" votes and 1 "no" vote giving 20/21 which is greater than 75% of 21. |
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Hi All, I will be back at work next week, and I will start haranguing current members to document their funding, and for certain blocks to decide on who will stay on the steering council when a funder has too many representatives. After that I will create PRs to move the governance documents from |
Hello all,
This pull requests implements the proposals described in Issue 47.
There are three major updates in this PR:
This update basically reiterates the earlier proposals, but in the actual governance document.
What next?
Steering Council Review and Feedback
Please add your feedback here, or on the next coda conference call. We will adjust the proposal accordingly.
Determine who will be on the updated Steering Council
Item # 4 in the proposed transition plan is:
These three groups will need to determine who their 2 representatives will be.
Remaining members document their significant funders
This should go into a new column in the steering.csv file.
Vote!
The Steering Council votes on the revised proposal.
Deploy
If the changes are approved, the governance document will be moved from the conda-incubator GitHub organization to the conda GitHub organization. Files in conda-incubator will be updated to point to conda.