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Updating Steering Committee charter #361

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Update STEERING-COMMITTEE.md
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Update STEERING-COMMITTEE.md (#271)
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135 changes: 93 additions & 42 deletions STEERING-COMMITTEE.md
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# Istio Steering Committee

The Istio Steering Committee was formed to oversee the administrative aspects of the project, including governance, branding, and marketing.
Steering was created to allow the Technical Oversight Committee to exclusively focus on the technical aspects of the project.
Steering was created to allow the Technical Oversight Committee to exclusively focus on the technical aspects of the project.

* [Charter](#charter)
* [Membership and Voting](#membership-and-voting)
* [Committee meetings](#committee-meetings)
* [Committee members](#committee-members)
* [General questions](#general-questions)
* [Getting in touch](#getting-in-touch)

## Charter

1. Define, evolve, and defend the vision, values, mission, and scope of the project - to establish and maintain the soul of Istio.
2. Define and evolve project governance structures and policies, including how contributors become committers/maintainers, approvers, reviewers, members, code of conduct, etc.
3. Control access to, establish processes regarding, and provide a final escalation path for any Istio repository.
4. Control and delegate access to and establish processes regarding other project resources and assets, including artifact repositories, build and test infrastructure, web sites and their domains, blogs, social-media accounts, etc.
5. Manage the Istio brand to decide which things can be called “Istio” and how that mark can be used in relation to other efforts or vendors.
6. Resolve any dispute from the Technical Oversight Committee.
The Steering Committee’s responsibilities include:

1. Establishing rules of governance for the Istio project, including creation
and ratification of bylaws for the Steering Committee and Technical Oversight
Committee.
1. Establishing and enforcing principles to guide the Istio project.
1. Fostering an environment for a healthy and happy community of developers,
contributors, vendors, and users.
1. Defining, evolving, and defending a
[Code of Conduct](CONTRIBUTING.md#code-of-conduct).
1. Advising the Open Usage Commons on issues relating to the Istio trademark and
logo, as well as related conformance programs.
1. Setting marketing and advocacy direction for the project; establishing a
publishing schedule and vetting content, encouraging and assisting community
members in creating content for conferences, fostering an ecosystem of vendors.
1. Controlling and delegating access to, and establishing processes regarding,
project resources/assets, including but not limited to artifact repositories,
build and test infrastructure, web sites and their domains, blogs, and social
media accounts.
1. Providing neutral mediation as appropriate to try to resolve non-technical
disputes that arise as part of the project.

## Membership and voting

1. A Company shall mean an entity which employs a member, and all other
entities that control, are controlled by, or are under common control with that
entity.
1. The Steering Committee is structured to allow Companies who are most
invested in the success of the Istio project to participate in business and
non-technical decision-making.
1. All members should abide by the project Code of Conduct.
1. There are two types of seats on the Steering Committee: Contribution Seats
and Community Seats.
1. Both Contribution and Community Seats will be appointed beginning in
August 2020. The appointments for the Contribution and Community seat types will
expire on staggered dates. After the initial term for both seats, all seats
will have an annual term.
1. Contribution Seat terms expire on January 31 and Community Seat terms expire
on July 31. If necessary, a company holding a Contribution Seat may change the
appointed individual at any time during the term.
1. No Company can have more than 5 seats in total on the Steering Committee.
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@hzxuzhonghu hzxuzhonghu Jul 31, 2020 •
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I think less than 1/3 is resonable.

xref: https://github.com/kubernetes/steering/blob/master/elections.md#maximal-representation

the results of an election result in greater than 1/3 representation, the lowest vote 
getters from any particular company will be removed until representation on the 
committee is less than one-third.

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And kubernetes charter https://github.com/kubernetes/steering/blob/master/charter.md#quorum

Steering committee members are generally expected to attend every meeting. We use the following guidelines to determine whether we have reached quorum and are able to proceed with a meeting.

- Round quorum up if total number of members is odd
- Quorum to meet is 1/2 members attending (eg: 6/12, 6/11, 4/7)
- Quorum to vote in a meeting is 2/3 members attending (eg: 8/12, 8/11, 5/7)

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Good examples. I would also prefer no one company holds over 1/3, which was in my initial proposal as well.

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The max number of contribution members of one company should be "total number of contribution member/the number of eligible company". In case of 9 seats and 3 companies, it should be 9/3 = 3. I would also argue that we may want to open the seats to more companies to encourage wider industry participation.

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I also agree to use a percentage of voting seats to define the max number of seats versus a flat number.
I like a percentage of 1/3 (33%) max voting seats but I would place the percentage against the total number of voting seats in the committee and not limit the max to simply the contributor seats. So if the total number is 13 then the max would be 4 seats.

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It is against the total seats: the percentage is 38.4%, and we're choosing to express it in a number of seats (5). 😄
33% of 13 is 4.29 seats. Which way do we round it? A flat number seems easier for that purpose.

1. There shall be nine **Contribution Seats**. Their allocation is determined
by the approximate effort and expenditure on the Istio project. Each year, when
Contribution Seat terms begin, the Steering Committee will vote on an exact
formula and procedure for determining allocation for the following year.
That procedure will be published to the istio/community repository;
modifications subsequent to the annual publication of rules shall be considered
modifications to the Steering Committee Charter.
1. At least three Companies shall be represented in the Contribution Seat
membership. If the formula and procedure would not award seats to at least
three Companies, then the third highest Company shall be awarded a seat,
and then the formula and procedure shall be applied to eight seats instead
of nine.
1. There shall be four **Community Seats** elected by the Istio contributors
and community, beginning in August 2020.
1. Any [project member](ROLES.md#member) can self-nominate for the
election, or nominate another project member with their consent.
1. Elections shall use time-limited, Condorcet voting.
1. The following are eligible to vote for Community Seats:
1. [Project members](ROLES.md#member) who have had a merged PR in
the 12 months prior to the election; and
1. People who have submitted a voting exception form to the
Steering Committee, demonstrating contribution to the Istio project
that is of a non-code nature in the 12 months prior to the election,
and are granted a vote for the election by a simple majority vote of
the Steering Committee.
1. No Company can hold more than one Community Seat.
1. Community Seats are maintained for the term by the individual, even
if they change their Company affiliation.
1. If an individual changes company affiliation mid-term in a way
that is incompatible with the Company representation policies in
this Charter, the individual will be considered to have resigned
their seat and the first eligible runner-up from the previous
election will replace them for the duration of the term. If there
is no first runner-up eligible to serve in the as per these rules,
then the Steering Committee shall vote by simple majority to replace
the seat for the term.
1. Because the goal of Community Seats is to increase the perspectives on
the Steering Committee, employees of a Company that holds Contribution
Seats are ineligible to be elected to hold a Community Seat.
1. A simple majority of Seats shall be sufficient to call a vote of the
Steering Committee, one nominating, and the rest agreeing, over email. Voting
shall be done electronically, in a manner agreed on by the Steering Committee.
Voting shall be open for nine calendar days, after which point it shall close.
If at any point all the Steering Committee members have voted or abstained,
voting shall close.
1. An affirmative vote of at least 60% of the Seats shall be the decision of
the Steering Committee. However, any changes to the Steering Committee charter
Charter shall require an affirmative vote of at least 80% of the Seats.

## Committee meetings

The Istio Steering Committee meets weekly; currently on Tuesday mornings.
Given the nature of the discussions in Steering, meetings are not currently open to the public. Questions around governance are listed as [issues in the community repo](https://github.com/istio/community/labels/steering-governance), and we invite your feedback there.
The Istio Steering Committee meets weekly.
Given the nature of the discussions in Steering, meetings are not currently open to the public. Questions around governance are listed as [issues in the community repo](https://github.com/istio/community/labels/steering-governance), and we invite your feedback there.

## Committee members

Seats in Steering are held by a company, not by the individual users. Currently Steering consists of members from Google, IBM & Red Hat. These are:

  | Name | Company | Profile
---|---|---|---
<img width="30px" src="https://avatars0.githubusercontent.com/u/3277917?s=400&v=4"> | Dan Berg | IBM | [dcberg](https://github.com/dcberg)
Expand All @@ -40,36 +121,6 @@ Seats in Steering are held by a company, not by the individual users. Currently
<img width="30px" src="https://avatars1.githubusercontent.com/u/1588319?s=400&v=4"> | Lin Sun | IBM | [linsun](https://github.com/linsun)
<img width="30px" src="https://avatars1.githubusercontent.com/u/5502967?s=400&v=4"> | Ram Vennam | IBM | [rvennam](https://github.com/rvennam)

## General questions

*Why Are Seats Company Held?*

The Steering Committee was created as the Istio project was in infancy, in order to tackle governance and overall project strategy. To date Istio has the bulk of contributions coming from the project founders, Google & IBM. Together it was decided that having strong corporate leadership was needed for the project to ensure continued velocity. Steering was created with 9 seats held, and with 11 being planned.

*How Are Steering Seats Allocated?*

Allocation is based upon corporate contributions, although no final decision has been made on the exact formula. We do plan to add additional seats to Steering. Community feedback on the process and allocation formula is very welcome! We do want to ensure that those contributing to the project are properly represented. At a minimum, the membership is reviewed once a year.

*Why Does Google Have The Most Seats?*

This is weighted to reflect project contributions.

*What Happens If Someone Leaves the Company They Represent?*

In that case, the company will select another representative to hold the seat.

*What Happens If Someone Leaves the Project or Decides to Leave Steering?*

The same applies; the company will select another representative to hold the seat.

*Is This Steering Model Permanent?*

We recognize that governance of an open source project is a living document, and evolves as the community and project grows. This is the model that works for the project now. As it matures, and as the community grows, we expect that needs will change.

*How Are Things Decided By Steering?*

We strive to find a path to consensus. Decisions are made in meetings when a quorum is present, and may pass with majority vote.

## Getting in touch

If you'd like to reach out to the committee please drop a note to
Expand Down