OGB 2009/009

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Below is an update to the proposed OpenSolaris Constitution that was unsuccessfully voted on in the March 2009 election. Continuing review of this evolving draft is being done on http://www.co-ment.net/text/1506/, and will result in new versions of this master document.

See OGB 2009/009 ReleaseNotes for a log of changes.

The OpenSolaris Constitution - 2.1 Beta

Context

Preamble

The OpenSolaris Community is a world wide open source community dedicated to fostering collaborative development, innovation and adoption of the OpenSolaris operating system and related applications and distributions. All items produced by the OpenSolaris Community shall be licensed to the public free of charge under one or more open source licenses, such as those approved by the Open Source Initiative.

Purpose

This Constitution defines the operational bylaws of an organization, to be known as the OpenSolaris Community, that has been formed by Sun Microsystems, Inc., via the the OpenSolaris Charter. The Charter established an OpenSolaris Governing Board (OGB) to manage and direct the OpenSolaris Community, including the construction, ratification, and ongoing maintenance of this Constitution to define membership in the OpenSolaris Community and the procedures by which the Community shall make decisions, adopt new policies, resolve disputes, elect future OGB members, and further amend the Constitution. The Board shall operate transparently, prefer delegation and empowerment, and its members shall strive to be enablers, facilitators, and behind-the-scenes troubleshooters.

This Constitution limits itself to documenting intent and structure. The authors of this document intentionally moved implementation details into a set of Board-maintained process documents that can evolve as the needs of the community change. The OpenSolaris Constitution must conform to the OpenSolaris Charter, and anyt process documents must confirm to both the Charter and to the Constitution.

References to "Sun Microsystems" and/or "Sun" shall be taken to include "or its successor in interest".

1. Community Structure

The OpenSolaris Community is structured as a set of groups of volunteer participants who govern themselves through a meritocracy based on contributions to the community. An Electorate made up of governance minded contributors deals with community-wide issues and annually elects an OpenSolaris Governing Board (OGB). The Governing Board manages and directs the OpenSolaris community as a whole and works to improve upon and advocate in favor of OpenSolaris.

1.1 Groups

1.1.1 Group Types

The OpenSolaris community is made up of groups of people, where each focuses on (and is responsible for) different aspects of the community as a whole. These groups fall into several broad categories based on their scope and/or behavior patterns:

  • Communities: Social groups gathered together around issues or technologies.
  • Projects: Working groups assembled to collaborate on a distinct cause/effort.
  • User Groups: Groups of users, developers, enthusiasts gathered around issues and/or technologies in a specific language or geography.
  •  ??? At Large Group: Do we need a place for 1-off's and "misfits" who don't fit into any of the above?

The number of groups within a given category can vary greatly, the above list of categories may grow, and there is no implicit hierarchical relationship between them. Each individual group is free to create explicit associations with other groups to facilitate development or other desired community building activities.

The OGB will maintain a set of OGB Group Lifecycle Administrative Procedures that describe how group Leaders can create, change, archive, and (if needed) reactivate individual groups.

1.1.2 Roles Within Groups

Over time and changing with their involvement, the people who associate together in an OpenSolaris Group assume the following roles:

  • A Participant: Anyone registered on opensolaris.org who has designated themselves as being a Participant of a Group. Participants are expected to follow and (as motivated) get involved in the activities of their Group. As their participation evolves from being a passive watcher to a more active player, they will start acquiring merit and reputation based on their contributions.
  • A Contributor: Anyone whose acquired merit has been explicitly recognized by the Leaders of a Group as having substantially helped with the goals of that Group. This formal recognition is permanent and can not be taken away. As a meritocracy, Contributors are expected to be the active core of a Group, and have the right to propose and debate matters of interest to their Group as well as become Members of the Electorate (see below).
  • A Leader: Anyone responsible for leading a Group. Leaders must be active Contributors in their Groups, reflecting the concept of leadership by a meritocracy. In addition to their usual leadership roles, the Leaders of a group manage the assignment of rights and roles to the members of their Group, including the promotion of Participants into Contributors, Contributors into new Leaders as well as appointing new Facilitators as described below. They also vote on proposals and mediate disputes within their Group, facilitate interactions between their Group and others and represent their Group to the OpenSolaris Community and the Governing Board.
  • A Facilitator: Anyone responsible for ensuring that a group's records are properly maintained, communicating the group's status to the OGB, ensuring that communication from the OGB is properly disseminated to their group's participants, and performing the duties of chair for meetings of the group. Facilitators are appointed by the Leaders of the Group they serve or (if needed) by the OGB, which is not limited in their appointment to members of the Group involved.
1.1.3 Group Management Processes

In order to encourage consistency across the OpenSolaris community and also for the purpose of mediating disputes, groups shall document the procedures they use to manage their activities. This includes development methodologies, voting procedures, participation guidelines, record keeping, requirements for becoming contributors and leaders, etc.

The Board will maintain a set of OGB Group Management Guidelines that can be used to meet this requirement. Groups that desire to use other guidelines must submit them to the OGB for approval.

1.2 Electorate Group

The Electorate is responsible for community wide cross-group governance. Anyone who is a Contributor in an OpenSolaris Group is eligible for membership in the Electorate. In order to provide for an Electorate consisting of current active Contributors, Membership needs to be renewed after two (2) years, or if a Member fails to vote in two (2) consecutive elections.

The Board will maintain the OGB Electorate Membership Process document describing the qualification and application processes.

Members of the Electorate are expected to be active participants in the governance of the OpenSolaris Community. This participation includes following and contributing to discussions and debates, proposing policies and amendments to policies as needed, nominating candidates for the OGB and its committees, and voting in the Community's Annual and Special Elections.

1.3 OpenSolaris Governing Board

1.3.1 Duties

The OpenSolaris Governing Board ("the Board") consists of a minimum number of three (3) and a maximum number of seven (7) natural persons who can provide guidance to the OpenSolaris community and mediate disputes (s4) when appropriate.

Board members participate as individual contributors at various levels in the OpenSolaris community. Additionally the Board is responsible for maintaining the community's Constitution and doing as much as possible to encourage the success of the community as a whole.

The OGB delegates the organizational, operational, and decision-making processes for most OpenSolaris activities to the people associated together in the various groups.

1.3.2 Term

The term of office for Governing Board members starts the first day of the calendar month following the Annual Election and continues until the first day of the calendar month following the next Annual Election. Each board member shall hold office for the term for which they were elected, or until their resignation, removal, or death. Board members can serve for up to three consecutive terms, and there is no limit to the number of non-consecutive terms.

1.3.3 Candidates

Candidates for election to the OpenSolaris Governing Board must be nominated by a current member of the Electorate and have Contributor status in at least one OpenSolaris Group. Self-nomination by an existing member of the Electorate is permitted.

Nominees must publicly accept their nomination and pass the qualifications for membership in the Electorate Group to become a candidate; candidates become members of the Electorate Group.

Candidates are expected to provide their corporate affiliation, other related interests and a candidate statement, as outlined by the Board Secretary; once elected, they must publicly notify the Board Secretary should their corporate affiliation or other related interests change.

1.3.4 Removal from office and Vacancies

Board members may be removed by an affirmative vote of two-thirds of the Electorate membership at a Special Election. A petition for removal (or of no confidence in the Board as a whole) must be must be demonstrably endorsed by more than 10 percent of the Electorate membership before such a measure may be placed on the Ballot.

In the event of the resignation or death of a board member, the Board shall review the ballot results of the previous election and appoint the next available (and willing) candidate to fill the vacancy for the remainder of the term. If there are no further candidates from the prior election, or if the vacancy is due to the removal of a board member, the vacancy shall not be filled until the next Special or Annual Election.

1.3.5 Board Dissolution

If the Board membership falls below three, more than 14 months pass between Annual Elections or if the Electorate passes a motion of no confidence in the Board as a whole, then custody of the OpenSolaris community will temporarily revert to Sun Microsystems, which shall, at its sole discretion, appoint to the OGB additional natural persons sufficient in number to increase the OGB's membership to three. Those appointees shall serve only until a Special Election to elect a new Board can be held; their appointed term of office shall expire after 45 days, by which point a Board elected at a Special Election will have taken over.

1.3.6 Quorum

A majority of the Board members in office shall constitute a quorum. The vote of a majority of the Board members present at a meeting of the Board at which a quorum is present shall be the act of the Board.

1.3.7 Meetings

Regular meetings of the OGB shall be held immediately following the annual meeting of the Members each year and at such times thereafter as the OGB may fix that are no more than three (3) months apart. No notice of regular OGB meetings shall be required as long as the schedule for such meetings has been publicly announced and an agenda posted at least seven days before the first meeting.

Special meetings of the OGB shall be held at such times as called by the Chair or any two (2) OGB members. Written notice of the time and place of special meetings of the OGB shall be given to each OGB member by either personal delivery or email at least seven (7) days before the meeting.

Meetings may be held in person or via teleconference, IRC, or equivalent shared communication medium.

Board meetings are open, but occasionally there may be a need to discuss confidential items in a closed session. Any decisions resulting from a closed session must be approved in an open meeting.

The Board will maintain OGB_2008/007, an OGB Transparency Policy governing private OGB discussions. The Policy shall ensure closed sessions and confidential discussions are documented in an appropriate and public way in a timely fashion.

1.3.8 Officers

The officers of the Board shall consist of a Chair, a Vice-Chair, and a Secretary, each of whom shall be appointed by the Board. The offices of Chair and Vice Chair must be held by a Board member, but the Secretary need not be a Board member. The officers shall have the following duties:

  • The Chair shall preside at all Meetings of the Electorate and of the Board.
  • The Vice Chair shall, in the absence or the Chair, perform the duties of the Chair.
  • The Secretary shall assume the duties enumerated in this constitution, publish records of all public meetings and maintain membership records of the OpenSolaris community.
1.3.9 Board Committees

The Board may create subcommittees as desired, each consisting of at least one Board member and composed of people appointed by the Board. Subcommittees shall be chaired by a Board member

1.3.10 Corporate Liaison

The interactions between the Community and the various participating companies occur at many levels, with employees acting as Participants, Contributors and Leaders across all the Groups in the community. Organizations (including Sun Microsystems) may appoint an official liaison to the OGB, who will be given "seat and voice" in OGB discussions, and who can serve as an "official voice" of their sponsoring organization if required.

On the occasions that a collective statement or communication is required by the OpenSolaris community to any individual or organization, the OGB will make such a statement following the passing of a suitable motion by the OGB's members containing the text of the statement.

2. Community Elections

The Board is responsible for administering elections using appropriate and inclusive mechanisms.

2.1 General Requirements

2.1.1 Notification and timing

The Board Secretary shall notify the community of the intent to hold an election not less than thirty days before the election, and provide the necessary logistic details not less than ten days or more than sixty days before the election.

2.1.2 Ballot Content

Ballot Measures and Constitutional Amendments (s4) may be placed on a ballot directly by the Board or by petition signed by more than 10 percent of the Electorate Group Members. Members are encouraged to submit proposed Ballot Measures and Constitutional Amendments to the Board for consideration a minimum of sixty (60) days prior to ballot completion. The petition process should only be used when the Board rejects a proposed Ballot Measure or Constitutional Amendment.

All Ballot Measures and Constitutional Amendments shall be submitted to the Board Secretary a minimum of seven (7) days prior to ballot completion.

Nominations (s1.3.3) for Governing Board members shall be open for a minimum of seven (7) days prior to ballot completion.

The Board Secretary will publish a complete and final ballot at least seven (7) days prior to the start of voting.

2.1.3 Quorum and Date of Record

Quorum for an Election shall be met by one-third of the total Electorate Group members participating in the election. For the sake of determining quorum, that total will be the membership in the Electorate as of ten (10) days before the start of the election, and any Electorate Group member who casts a vote (including abstention) in the Election will be counted as participating.

2.1.4 Voting

Once voting has started, the polls shall remain open for at least seven (7) days, as defined in the public timetable for the election.

Electorate Group members of record on the official date of record for an election are each entitled to have their choices represented once for each measure on the ballot in a given election. Electorate members who join after (or whose membership expired before and renew after) the date of record for an election are not permitted to vote in that election.

OpenSolaris elections shall use the balloting method known as Single Transferable Vote with the Meek algorithm.

The affirmative vote of a majority of the Electorate Group members participating in a quorate election shall be the act of the OpenSolaris Community with regard to Constitutional changes, Ballot Measures, and the election of OGB Members. Removal of OGB members requires an affirmative vote by two-thirds of the Electorate membership.

2.1.5 Results

An account of all elections shall be posted in a public forum within thirty days of the close of voting.

2.2 Annual Elections

An Annual Election should be held every twelve (12) months and must be held no later than fourteen (14) months following the previous Annual Election. In the event no election is held after fourteen (14) months, the Board is considered dissolved and the procedures in "Board Dissolution" (s1.3.5) shall be followed.

The business of an Annual Election is to

  • Elect the members of next term's OpenSolaris Governing Board,
  • Ratify any proposed Constitutional changes and to
  • Consider any other Measures brought before the community.

2.3 Special Elections

A Special Election may be called outside the Annual Election by a vote of the Board or by a petition signed by more than 10 percent of the Electorate Group membership. The business of a Special Election is to

  • Remove any (or all) Governing Board member(s) (requires 2/3 vote, s3.4)
  • Fill any vacancies on the Board that can't be filled automatically (s3.4),
  • Ratify any proposed Constitutional changes and to
  • Consider any other Measures brought before the community.

3. Dispute Resolution

3.1 Disputes

It is expected and encouraged that groups will resolve disputes by themselves according to their documented decision-making procedures. If a dispute can not be resolved within a group or it spreads between groups, then the Governing Board may choose to intervene. The Board will consider disputes on a case-by-case basis and may decline to intervene. If the Board chooses to intervene, it will resolve the issue at its absolute discretion with no possibility of appeal. Its resolution will be binding on all parties.

3.2 Censures, Suspensions and Expulsions

There may arise situations where the behavior of an individual community member violates the Community's norms.

The Board will maintain an OGB Censure, Suspension and Expulsion Process dealing with the specifics of notification, mediation, fact finding and taking actions, such as censure, suspension of privileges and expulsion.

A community member may only be expelled for behavior that has previously resulted in suspension of privileges for that member. Expulsion of a member is subject to confirmation by a vote of the Electorate Group. The Electorate Group may also revoke the prior expulsion of a member. The threshold for approving or revoking an expulsion is the same as the threshold for approving changes to the Constitution.

4. Constitutional Amendments

This Constitution may be changed by an affirmative vote of a majority of the Electorate Group's membership participating in a quorate election where a properly formed and balloted constitutional amendment is considered, provided that the proposed deletions and additions, when applied to the Constitution, will result in a new Constitution that remains in complete compliance with the OpenSolaris Charter.

The Board Secretary will review all submitted amendments for compliance in advance of voting. Compliance issues shall be resolved by the Board, and shall be limited to areas in proposed amendments that violate the Charter.

Board maintained Procedures

This section is not part of the Constitution. It lists pointers to procedures named in the Constitution and maintained by the Board to meet the requirements of the Constitution.

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