[Evergreen-governance-l] Evergreen Software Foundation Governance Rules

[Watson, Sylvia]

Group,

Attached is a newly revised draft of the governance rules.  Yesterday's discussion brought to light a couple of unclear areas, such as the make-up of the Initial Board, when the rules will be approved and by whom, and the authority of the Initial board.  I made some changes to clarify these areas.  Additionally, I added Galen's prior suggestion to have the Nominating and Membership Development Committee review membership biennially and make recommendations for removal of inactive members.  I also added, based on prior e-mail correspondence among committee members, a provision for the establishment of the initial members and a watered down indemnification provision.  Please review the new changes to be sure they adequately reflect the group's ideas.  Prior to making these changes, I "accepted" all of the previous changes since everyone had a chance to review and comment on those revisions.

Before sending this out to the broader Evergreen community, I would like to have the list of names of the current governance committee members since the current plan is that those individuals are going to make up the Initial Board.  As I noted yesterday, I think it would be a good idea to include those names on an addendum to the governance rules, so that as people are reviewing the rules, they are also aware of the identity of the individuals who make up the Initial Board.

Topic areas for which I received conflicting group comments, or that are currently unresolved, are as follows:

*       Whether or not we want to include a limitation of liability and indemnification provision - As noted above, I inserted a watered down (discretionary) indemnification provision so that if the Foundation finds itself in the financial position to be able to indemnify a board member or agent, it has the authority to do so.
*       Should term limits be established or not
*       Whether or not the eligibility criteria in Section 2.1(a)(6) needs to be more narrowly defined or whether the group is comfortable leaving up to the discretion of the voting membership what level of participation in mailing lists, phone calls, etc. are deemed significant enough to warrant Foundation membership.  Right now it reads that an individual or group qualifies to be a member if they had "significant participation in project communication venues (mailing lists, IRC channels, forums, conference calls)"
*       How the future of the Evergreen code is connected to the Foundation

On this last point, I am greatly relieved that the group has decided to find a way to link Evergreen development and the future of the Evergreen code with the Foundation.  From a business perspective, it doesn't really make sense for the Foundation to own the copyright to the bulk of the code, and take control of all of the promotional activities for Evergreen while private individuals and/or vendors have complete control over what happens to the Evergreen code in the future.  I will leave this as an unresolved point until the group has worked through this issue.

Sylvia Watson
Indiana State Library
 (ph)  317.232.3735



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