On 20/06/2019 16:42, Per Jessen wrote:
Simon Lees wrote:
On 20/06/2019 00:54, Per Jessen wrote:
Simon Lees wrote:
- 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
Maybe we ought to consider electing a chairman. For us to seek a greater degree of independence seems to clash with SUSE appointing a chairman.
This foundation proposal is not really about being more independent from SUSE, we will continue to be just as dependent on SUSE and in some ways we will be more dependent at least initially,
Looking at your initial post, under "Motivations", it seems quite clear it is primarily about becoming more independent.
Then we failed in our wording badly, maybe the simple explanation is that for everything we currently depend on SUSE for and some other things we need to make the foundation work we will continue to depend on SUSE just as much and the relationship wont change. The difference will be that with a foundation should we want to do something additional to what we do now and some other company is willing to help, whether thats conference sponsorship hardware donations or some other things that may benefit the community. In a sense that makes us more independent because currently we depend 100% on SUSE. The board has been very careful in not using the word "independent" rather opting for phrases like "less dependent" due to the fact that previous pushes for a foundation were very much about openSUSE moving away from SUSE which is not what we are trying to do, it would be especially easy for lazy journalists to take the words foundation and independence and write an article stating that openSUSE and SUSE are moving away from each other which is pretty much the opposite of whats happening, hence us trying to avoid the independence branding.
As for the chairman position the board feels that while SUSE is the primary sponsor and is managing / maintaining all of SUSE's infrastructure etc having the chairman position as someone who can work between openSUSE and the community / board is a very valuable role, in addition to the current things that SUSE provides it is likely a foundation would need 1 to 2 people to deal with the admin / paperwork of running the foundation, rather then the foundation employing these people directly it would be far easier if SUSE were to employ such people on behalf of the foundation as they already have HR / payroll people etc which is another reason why keeping a strong link between SUSE and the board makes sense.
Certainly - I only suggested we elect such a person, instead of having her or him appointed. Not having a chairman at all is also an option - not uncommon in Foundations (I believe).
I think a strong case against this is that the chairman ends up reporting to someone reasonably high within SUSE so I think its fair they get to have a say, in a sense the current openSUSE chairman is not like most chairmen in most organisations, for example Richard isn't always the one chairing board meetings we tend to all work together maybe the word chairperson is wrong, given that there role is much less about chairing meetings and more about being the link between SUSE and the board, as such I think its reasonable for SUSE and the board to have the biggest say in there appointment, under the current scheme SUSE appoints the chairperson but if the board feels that the relationship between the chairperson and the rest of the board isn't working the board can formally ask SUSE for a replacement.
- The rules for membership of the openSUSE Foundation will remain the same as the rules for existing openSUSE members with the exception that members are required to be over 16 as per legal requirements. Existing openSUSE Members will be invited to become members of the new openSUSE Foundation
Hmm, normally a Foundation (Stiftung) does not have members, except the founders. An assocation (Verein) has members though.
This is true, however The Document Foundation (libre office) have paved the way here and have a Stiftung where the board is elected by members which means that it is possible.
It probably depends on how we define "member". At TDF, they use the Board of Trustees (Stiftungsrat/Verwaltungsrat/Aufsichtsrat) as the "container" for membership. That is really a bit twisted, imo. For one thing, the bodies of a foundation may be held legally liable for their actions (or lack thereof). Also - I don't know the German law sufficiently well, but in Switzerland, changes to the Stiftungsrat must be announced (SHAB) and recorded publicly (HRA).
I'm not saying this is absolutely the wrong way to go, but turning all of the openSUSE members into an oversized Aufsichstrat seems a little unnecessary.
I don't think this is how we have discussed it, it also doesn't sound great to me. I am also not an expert in German law. In practice once we as the board are satisfied this is a reasonable way forward and its worth spending time on, we will ask SUSE for money to hire an independent lawyer to help us start drafting more concrete official documents. The board is not really in a hurry we would rather get everything right then rush to have a foundation, having said that given the lack of negative comments the proposal has got here (compared to some other threads) and the positive feedback the board received at the conference and our initial feedback from SUSE management this process will probably start reasonably soon. Of course once everything is finalized we will put it to the members for a final vote. -- 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