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[Sean Roberts <seanrob@xxxxxxxxxxxxx>]

Ah, right. You are referring to a more parliamentary structure, where the membership of the board would be based on annual schedule and if a vote of no confidence is taken. I guess that could work, if that was what you meant. I would want a minimum of 6 months or so term as to keep the board from see sawing back and forth. We would want a high bar for the no confidence vote as well.
I like having 9-12 people max in a meeting as a general rule. 20 generally means either a few speak or chaos.
sean
roberts

infrastructure strategy

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On 3/12/12 3:39 PM, "Joshua McKenty" <joshua@xxxxxxxxxxxxxxx<mailto:joshua@xxxxxxxxxxxxxxx>> wrote:

I'm on the look-out for emergent points of consensus, and I think I see one - Sean, you highlighted a 12-member board as being a target, and Dallas mentioned a concern about keeping the board a manageable size as well. Setting aside for a moment the composition (user seats, dev seats, tiered corporate seats vs. all elected, etc) - is a 12-seat board the target?

A second question - how would you define a self-affiliated block of companies? I can imagine throwing my vote behind a shared candidate, but would I have the right to pull support during their term, or would I need to wait for the next election? Can we have a vote of no-confidence for such a representative? (I suppose we could always draft a side letter, but I'm hoping for a general-purpose solution).

Heidi's name is dirty enough as it is.

--
Joshua McKenty, CEO
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"Nonsense. You're only saying that because no one ever has."


On Monday, March 12, 2012 at 11:55 AM, Sean Roberts wrote:

How about as many companies that want to contribute annually $100K to running the foundation separate from marketing and sponsorship, can do so.  Each company or a self-affiliated block of companies can put forward their board candidate. The companies that contributed to the board can then vote on 2/3 of the overall board membership. The 8 candidates with the largest number of votes are board members for one year. The user community would still have 1/3 of the board seats to elect 4 people of note. The board membership would be limited to 12 people. This way, all the committees and boards will be elected.
A board membership code of conduct will be very important in this situation, as to protect the community from some companies up to mischief.

BTW, I see no reason to dirty the good name of Heidi Klum by dragging her into this.
sean
roberts

infrastructure strategy

seanrob@xxxxxxxxxxxxx<applewebdata://2E35986A-DC2A-436F-BB4A-C451982006C2/seanrob@xxxxxxxxxxxxx>
direct 408-349-5234    mobile 925-980-4729

701 first avenue, sunnyvale, ca, 94089-0703, us
phone (408) 349 3300    fax (408) 349 3301



On 3/12/12 11:06 AM, "Dallas Kashuba" <dallas@xxxxxxxxxxxxx<mailto:dallas@xxxxxxxxxxxxx>> wrote:


On Mar 12, 2012, at 2:45 AM, Thierry Carrez wrote:

Boris Renski Jr. wrote:
While I like the simplicity and elegance of the newly proposed
structure, I don’t see how it does away with the evils of the
pay-to-play model…. Which is what you purport we are striving to
achieve. What you, Josh, proposed is a simplified pay-to-play that
arguably embraces the evils for the “market driven selfishness” in an
even more obvious way than the model before it. In your case, all the
seats are simply purchased for a fixed price of $200K.
Right, any pay-to-play model will create a threshold effect, and Josh's
proposal is just lowering the price to pay to get a reserved board seat
to something that a company like Piston Cloud can pay. Since a lot of
the 156 companies "supporting" OpenStack can afford such a price tag,
you end up with a board containing too many directors.

This is something I was wondering about myself.  Would there be a limit on the number of directors under Josh's proposal?


Once we accept this, the question of structuring the board really
becomes the question of how does one raise the maximum amount of money
to continue to have a centralized body with a mission to evangelize the
project. You can structure it by tiers to let the bigger guys pay more
and get a bigger logo on the homepage. You can do a flat structure like
Josh proposed. You can auction off the board seats etc.
I see four models for this:
All individual seats: All board seats are elected, you get one vote for
every foundation member. Sponsoring is done separately. This is likely
to raise the smallest amount of money, and the problem remains at
another level: "what is a foundation member ?".

I agree that this model is likely to raise the smallest amount of money.

Tiered structure: this is the current proposal, which is well balanced.
The only issue is that the board grows by 3 people when (if) a strategic
member is added.

This is another thing I was wondering about.  Will there be a limit on the number of strategic members?  I don't see the foundation wanting to turn away someone waving money around, but then you have to deal with board growth.


Single-price: this is Josh's proposal, but I think it will result in a
board that is too big and unable to function.

Pay-to-vote: you have two classes: corporate seats and individual seats.
Individual members elect the individual seats (which represent 25-33% of
the total). Corporate seats are also all elected and corporations get a
vote for every ?$ they put in. One drawback is that large corporations
which are no longer guaranteed of getting a board seat will probably pay
less under this model.

Also agreed that large corporations will likely pay less without a guaranteed board seat.


We've been watching this conversation with much interest over the last couple of days at DreamHost.  Its great to see so many smart people who clearly care a great deal about this project and the foundation!

I've been personally wrestling with this balance of fundraising vs the best leadership for the foundation.  I think ultimately the best leadership would be the meritocratic approach insulated from the money side of things, but I also see a lot of value in the financial stability provided by larger companies committing to a significant amount of funding over the longer term.


One additional question I've been pondering relates to both the "Single-price" and "Tiered structure" models as Thierry referred to them here.  If you do put limits on total board seats (and thus total foundation membership), what do you do if there are more companies interested in membership than you have spots available?  Do companies get turned away and if they do, what process is used to figure out who is in and who is out (in the voice of Heidi Klum).


Personally, I tend to prefer models that effectively prevent the board
from growing uncontrollably.

Agreed.



- Dallas

--
Co-Founder, DreamHost
dallas@xxxxxxxxxxxxx<mailto:dallas@xxxxxxxxxxxxx>





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