On 24/06/2019 23:43, Stasiek Michalski wrote:
On pon, cze 24, 2019 at 3:53 PM, Robert Schweikert <rjschwei@suse.com> wrote:
On 6/24/19 9:37 AM, Patrick Shanahan wrote:
* Robert Schweikert <rjschwei@suse.com> [06-24-19 09:18]:
On 6/19/19 9:25 AM, Simon Lees wrote:
Hi All,
<snip>
*Proposal Summary* - The Board request that SUSE provide capital stock and help to setup the foundation - The Board request that SUSE provide 1 or 2 FTE staffing to handle the admin work of the foundation alongside the existing work it does managing the TSP etc - The Board is open to any discussion regarding bylaws or statues to codify and guarantee the ongoing productive relationship between SUSE & openSUSE - The openSUSE Foundation board will take over the role of the current openSUSE Board - The makeup and election / removal of the openSUSE Foundation board will remain the same as the current openSUSE board as documented in https://en.opensuse.org/openSUSE:Board_election_rules
That, IMHO, would create a problem. The current rules contain "....and a chairperson is separately appointed by SUSE."
My underlying assumption is that with the foundation there will be some formal agreement that states SUSE gives the foundation $$$ and people. That also appears what this proposal appears to imply.
In this case SUSE is a sponsor of the foundation, like any other entity would be that gives to the foundation. However, if we follow the current rules then SUSE gets to appoint the board chairperson, i.e. "pay to play". Therefore, this will inevitably raise the question, how much any other entity would have to "pay to play", i.e. how much does it cost to get a person onto the board?
In another thread someone mentioned that we should not have a "pay to play" situation. This of course can be discussed. But the current proposal would establish such a "pay to play" situation. SUSE gives generously to the foundation and gets to appoint the chairperson.
I think the governance rules w.r.t. to board composition need to be re-visited. We should not have 1 company in a "pay to play" position while denying similar access to other entities.
If we have "pay to play" then we need some kind of fee schedule, if we do not have "pay to play" SUSE would have to relinquish it's privilege to appoint people on the Foundation board.
simple, the Foundation Board != openSUSE Board
as there does not presently exist a Foundation Board, and hasn't, I do not believe there are any "stipulations" yet presented aside of the present Board filling both positions and that appears to not be acceptable.
the two subj Boards need to be *separate* entities.
Yes, having separate boards solves the problem. That implies that the cited rules [1] should not apply to the Foundation board.
Yeah I don't see how this could sainly work, what is the foundation board responsible vs what is the openSUSE board responsible for? how do both boards get reelected etc.
This sounds like adding quite a bit of complexity. There doesn't seem to be a reason to have both boards in case where we choose to not have SUSE influencing the board directly, outside of existing voting rules.
I might be repeating myself, but the 2010 foundation proposal did not have a chairman in place, instead having an X people board with President, Vice President and Treasurer as additional people for taking care of foundation specific tasks [1, 2]. This sounds like a better way to go than relying on 2 separate boards.
openSUSE has now had a treasurer for many years who is not a part of the board this has worked really well for reducing the amount the board needs to deal with. Given that in this proposal the project is in a position to ask SUSE for people resources part of the current plan involves hiring someone to take care of the work of being treasurer + other admin work, in our opinion the amount of work required to do this role is far more then we can expect from any one volunteer board member. To the point were personally I don't believe we should peruse such a foundation without the knowledge that we'd be able to employ someone in that role. -- Simon Lees (Simotek) http://simotek.net Emergency Update Team keybase.io/simotek SUSE Linux Adelaide Australia, UTC+10:30 GPG Fingerprint: 5B87 DB9D 88DC F606 E489 CEC5 0922 C246 02F0 014B -- To unsubscribe, e-mail: opensuse-project+unsubscribe@opensuse.org To contact the owner, email: opensuse-project+owner@opensuse.org