OpenSolaris Governance Draft 01

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Draft 01, based on a standard bylaws template, is being revised based on the OGB's goverance working group discussions. It was initially posted to cab-discuss on 05/09/06.

Contents

The OpenSolaris Constitution [DRAFT] [OGB/2006/002]

ARTICLE I. Name

  1. This constitution governs the formation and operation of the social organization known as the OpenSolaris Community ("the Entire Community").

ARTICLE II. Purpose

  1. The Entire Community was founded to provide an organization capable of fostering the evolution and adoption of the OpenSolaris code base.
    1. The Entire Community is meant to flexibly respond to the changes of interest of the Membership.
    2. The Entire Community respects that these interests are diverse.
  2. To this end, Sun Microsystems has chartered the creation of the Entire Community, with responsibilities outlined in the OpenSolaris charter.
    1. As part of that Charter, the Entire Community possesses a Governing Board, empowered to manage and represent the Entire Community. 
                       Reference:  OGB/2006/001, "The OpenSolaris Charter".

ARTICLE III. Membership

The Entire Community will attempt to publish the OpenSolaris code and the discussions concerning the development and adoption of that code in a public and equal manner, without requiring registration. However, for decision making and community governance purposes, the Entire Community recognize three classes of membership. All participating members ("Members") must be registered with the Entire Community.

  1. Basic Member. Any person who participates in the Entire Community's or an individual Community's discussions is considered to be a Basic Member of the Entire Community. Basic Members do not have the right to vote in Entire Community elections and referenda.
  2. Voting Member. Any person recognized as a Voting Member has one (1) vote in any Entire Community-wide election or referendum. Any Voting Member may stand for election to any Entire Community-wide elected position.
    1. Voting Member status is granted by the Entire Community, via its Governing Board, a committee authorized by the Governing Board, or an approved Community of the Entire Community.
    2. Grants of Voting Member status have a duration of two (2) years, are to be publically recorded, and are indefinitely renewable. A Member may hold grants of Voting Member status from multiple grantors; each grant is independent from any others.
  3. Emeritus Voting Member. Any former Voting Member who, by request or at the expiry of their current grant of voting status, is ineligible to vote. An Emeritus Voting Member is not eligible to stand for election to any Entire Community-wide elected position.
    1. A request by a Voting Member to revoke their Voting Member status and become an Emeritus Voting Member is treated as the immediate expiry of their current grants. Restoration to Voting Member status is effected by acquiring new grants from prospective grantors.
  4. Members of the Entire Community that have a dispute arising from their participation in the Entire Community have the right to have the dispute arbitrated by the Governing Board or one or more committees designated by the Governing Board.
    1. The Governing Board shall define a policy for the delegation of related kinds of disputes to distinct committees.

ARTICLE IV. Communities

In order to recognize the diversity of interests, the Entire Community is held to be composed of groups of members, called Communities. Within an individual Community, a Member may have rights and responsibilities in that Community's goverance.

  1. Community approval and creation. A Community must be approved by the Entire Community, via processes defined by its Governing Board.
    1. These processes must require that the nomination of a new Community and its approval be posted to a public forum.
    2. These processes must also require that the creation of the approved Community be completed within a certain time period.
    3. These processes must also require that the Community specify an initial list of Core Contributors.
    4. These processes must prohibit the use of the term "OpenSolaris" in the name of any Community, or any named efforts by that Community.
  2. Community governance and operations.
    1. Roles. A Community distinguishes the Members who participate within it by assigning them Roles. There are four recognized Roles in any Community:
      1. Affiliate. A Member who is an Affiliate of a Commuity has no vote within the consensus mechanisms of the Community. A Member may declare themselves an Affiliate of as many Communities as they desire.
      2. Contributor. A Member who is designated a Contributor to the Community is considered, at the time of the designation, to have been given a grant of Voting Member status to the Entire Community, as well as the following rights:
        1. The Contributor has one (1) vote in Community consensus mechanisms that use balloting. The Contributor does not have a veto in Community consensus mechanisms that allow for vetoing.
        2. A Member can be nominated to Contributor by any existing Contributor or Core Contributor of the Community in question. The nomination will be considered approved if a majority of the Contributors and Core Contributors of the Community agree, and no Core Contributors veto the nomination.
        3. The Contributor designation is valid for a period of two (2) years, at which point it expires and the Member is redesignated as an Emeritus Contributor to the Community.
      3. Core Contributor. A Member who is designated a Core Contributor to the Community is considered, at the time of the designation, to have been given a grant of Voting Member status to the Entire Community, as well as the following rights:
        1. The Core Contributor has one (1) vote in Community consensus mechanisms that use balloting and has a veto in Community consensus mechanisms that allow for vetoing.
        2. A Member can be nominated to Core Contributor by any existing Core Contributor of the Community in question. The nomination will be considered approved if a majority of the Core Contributors of the Community agree, and no Core Contributors veto the nomination.
        3. The Core Contributor designation is valid for a period of two (2) years, at which point it expires and the Member is redesignated as an Emeritus Contributor to the Community.
        4. For a newly created Community, the initial Core Contributors will be designated by the Governing Board or a committee acting on its behalf.
      4. Emeritus Contributor. A Member who is an Emeritus Contributor of a Community has no vote within the consensus mechanisms of the Community.
    2. Community Responsibilities.
      1. Each Community has the right and responsibility to publish its Affiliates, Contributors, Core Contributors, and Emeritus Contributors. From the publications of all individual Communities, the Entire Community shall identify its total contributing membership.
        1. The period between such publications is set by the Governing Board, or a committee acting on its behalf.
      2. Each Community has the responsibility of adopting and operating under a set of procedures approved by the Governing Board.
        1. The Governing Board may, by resolution, provide a number of such procedures.
        2. The Parliamentary Authority, as defined in Article XI, is one such approved procedure.
        3. Until such time as the Governing Board does provide alternative procedures, the Parliamentary Authority shall be used for each Community's operating procedures.
      3. Each Community has the responsibility of identifying one Contributor or Core Contributor to act as Liaison to the Governing Board.
        1. The Liaison's duties is to assemble a Community response to any inquiries made by the Board.
        2. The Liaison's duties include attending the Governing Board meetings to which he or she is invited by the Governing Board.
        3. The Governing Board may, by resolution, identify additional duties for Liaisons.
      4. Community disputes. Each Community has the right, in the case that a dispute arises with another Community, to have that dispute arbitrated by the Governing Board or one or more committees designated by the Governing Board.
      5. The Governing Board may, by resolution, identify additional rights and responsibilites for Communities.
  3. Community termination.
    1. The Governing Board has the authority to terminate a Community within the Entire Community.
      1. A Community, via the request of the majority of its Core Contributors, may request that the Governing Board terminate its grant of operation.
    2. Community failure. In the specific case that the Governing Board or a committee acting on its behalf determines that a Community is not participating in the Entire Community in an acceptable manner, the Board may, by majority decision, elect to investigate the Community's operations.
      1. The Governing Board may, by majority decision, elect to suspend the Community and its grants of Voting Status during the investigation.
    3. The investigation must be carried out via processes approved by the Governing Board.
      1. These processes are required to have a finite duration, not to exceed ninety (90) days.
      2. These processes are required to allow public comment during at least two periods of the investigation and that the conclusions of the investigation be published in a public forum at its conclusion.
      3. These processes are required that the Board elect, by majority decision, whether to dissolve the Community.
    4. In the event that a Community is deemed dissolved, the Governing Board or a committee acting on its behalf will assign the grants of Voting Member status to another community within the Entire Community.
      1. Unless a specific resolution by the Governing Board is made, all grants of Voting Member status from the dissolved Community that would be valid beyond the next Annual Election will be held to expire on the day following the next Annual Election.

ARTICLE V. Board of directors

                       The Entire Community has a board of directors that serves
                       as its decision-making body.  The Governing Board is expected
                       to be able to function independently.


  1. Membership
    1. The Entire Community's board of directors ("Governing Board") consists of seven (7) members.
    2. Each Board Member must be a Voting Member of the Entire Community, elected according to Article VII.
  2. The term of a Board Member lasts from the 1st day of the calendar month following his or her election to the Governing Board until the 1st day of the calendar month following the subsequent Governing Board election.
  3. A Board Member in his or her third (3) consecutive term of office is not eligible for the Governing Board elections held during that third consecutive term.
  4. Termination. A Board Member's term is considered ended by means of resignation or death.
    1. In the event of a resignation or death, the Board or a committee it designates shall review the ballot of the previous Board Election and appoint the candidate next in the order as determined by the election's voting method.
    2. In the event that there are no further candidates, then Board shall operate with a reduced membership.
    3. Should the Board be unable to quorate, with the quorum specified in Article IX.1, then the Board is held to be dissolved, such that a new election may be called.
  5. Officers of board
    1. At the beginning of its term, the Governing Board must select a Chair, a Vice-Chair, and a Secretary.
    2. The Chair conducts the meetings of the Governing Board. In the Chair's absence, the Vice-Chair conducts the meetings.
    3. The Secretary is responsible for taking minutes, revising those minutes, and publishing approved minutes, in accordance with the Parliamentary Authority.
      1. The minutes of any meeting of the Governing Board must be posted in a public forum within fourteen (14) days of the meeting.
  6. Duties and responsibilities of board
    1. Attendance of Board meetings will be kept in the minutes.
    2. Relationship with Sun Microsystems, 1. The Governing Board is the primary liaison between the Entire Community and the Charter grantor, Sun Microsystems, Inc.
  7. Meetings of the Board. The Governing Board will hold periodic meetings no more than three (3) months apart.
    1. Board meetings will be announced a minimum of seven (7) days in advance of the meeting date.
    2. Relationship with Sun Microsystems, 2. The Governing Board may request, on meeting announcement, that a representative of Sun Microsystems, Inc., be in attendance at that meeting.
    3. The Governing Board may request, on meeting announcement, that a Core Contributor, on the behalf of his or her Community, be in attendance at that meeting.
    4. The Board is permitted to have closed sessions by announcing that a meeting is to be closed in the announcement. Meetings are otherwise expected to be open to the Entire Community's Voting Members.
    5. Functional Board. If the Board is unable to pass any resolution for two (2) consecutive meetings, the Board is held to be non-functioning and is therefore dissolved, such that a new election may be called.
  8. Reports of board.
    1. The Governing Board will publish an Annual Report to the Entire Community and the Charter grantor.

ARTICLE VI. Elections

  1. Governing Board elections are to be held annually.
    1. Each Governing Board election must be open for voting for at least seven (7) days.
  2. Each Candidate nominated for election to the Governing Board, although participating as an individual Member of the Entire Community, must declare their primary institutional affiliation or affiliations, for the awareness of the Voting Members.
  3. Governing Board members are selected based on the balloting method known as "Single Transferable Vote", specifically using the Meek variant.
  4. Each Voting Member has one ballot for a Governing Board election.
  5. It must be possible to participate in a Governing Board election via a commonly available network client. The Governing Board may choose to offer a postal ballot at its discretion. 
                       An implementation of STV/Meek:
                       http://sourceforge.net/projects/votesystem/

ARTICLE VII. Referenda

                       The Entire Community is not expected to need to meet physically.
                       In the event that the Governing Board believes that an
                       Entire Community-wide vote is needed, it may do so.
  1. The Governing Board may elect, by majority decision, to present a question to the Voting Members of the Entire Community for decision by ballot. Such an event is termed a Referendum.
    1. The Governing Board may present Referenda to the Voting Members at most four (4) times per term.
    2. Each Referendum question must have its text approved by motion of the Governing Board.
  2. A Referendum question is evaluated using Single Transferable Vote, in the Meek variant. 
                       That is, Referenda may pose more than "Yes/No" questions.

ARTICLE VIII. Committees

                       The Governing Board may create additional
                       standing committees, as outlined in
                       OGB/2006/004, "Recommended practices for
                       standing committees".  Only the two required for
                       conducting elections and managing the membership
                       are defined here.
  1. Elections and Membership Committee.
    1. The Elections and Membership Committee ("Committee", for VII.A.1) will be chaired by a Board Member, appointed by the Governing Board.
    2. The Committee Membership consists of the Chair, the remaining Board Members (ex officio), and no fewer than four (4) eligible Contributors appointed by the Governing Board.
    3. The Committee may survey the Membership to determine the efficacy of current election procedures.
    4. The Committee will direct and report on the results of all Entire Community-wide elections. The Committee will issue an Election Report within three (3) days of the conclusion of an election.
    5. The Committee will provide a printable ballot form and will provide a process for printed ballots to be submitted legitimately for all Entire Community-wide elections. The primary method for ballot submission is to be electronic.
    6. Unless a specific exemption is given by the Governing Board, thirty days (30) prior to any Governing Board election, the Committee will issue a Voting Membership Report. (For this first election, the Governing Board is expected to compose a specific exemption that gives the Elections and Membership Committee a reduced publication lead time.)
    7. The Committee may request, no more than four (4) times per year, a list of Contributors and Core Contributors for each Community.
    8. The Committee will archive and make available the requested lists of Contributors and Core Contributors.
    9. The Committee will maintain and make available the list of Emeritus Contributors.
  2. Community evaluation committee.
    1. The Community Evaluation Committee ("Committee", for VII.A.2) will be chaired by a Board Member, appointed by the Governing Board.
    2. The Committee Membership consists of the Chair, the remaining Board Members (ex officio), and no fewer than four (4) eligible Contributors appointed by the Governing Board.
    3. The Committee is responsible for the assessment of Community promotion and demotion, and the processes under which such assessments are made.
    4. The Committee can recommend, via a report to the Governing Board, the promotion or demotion of a Community or the modification of the current assessment processes. Action on such recommendations is the responsibility of the Governing Board.
    5. The Committee can promote or demote a Community, given a Governing Board directive to do so.
    6. Unless a specific exemption is given by the Governing Board, Ninety (90) days prior to any Governing Board election, the Committee will issue a Community Evaluation Report. (For this first election, the Governing Board is expected to compose a specific exemption that gives the Elections and Membership Committee a reduced publication lead time.)
  3. Special committees: provisions for selection
    1. The Governing Board can create Special Committees by a specific motion.
    2. Special Committees must have an identified purpose, powers, responsibilities, and lifetime.

ARTICLE IX. Quorum

  1. Meetings of board. A meeting of the Governing Board requires the attendance of five (5) Board Members.
  2. Entire Community elections. An election that records ballots from fewer than one-tenth of the Voting Members is considered to be insufficient, and will be held open until sufficient ballots have been received to meet the criterion.
  3. Entire Community referendum. A Referendum that records ballots from fewer than one-tenth of the Voting Members is considered to have reached no decision.

ARTICLE X. Discipline and expulsion of members

  1. The Governing Board may find that a Member is not participating in the Entire Community in a suitable manner and may elect to discipline or expel the member.
  2. The Governing Board may elect, by majority vote, to notify a Member that his or her participation in the Entire Community is under review.
  3. The review of a Member's participation is carried out via processes determined by the Governing Board.
    1. These processes are required to specify that the Member be notified of the review.
    2. These processes are required to specify a maximum duration for the review of thirty (30) days.
    3. These processes are required to specify that the review of a Member who is neither disciplined nor expelled not disclose the name of the Member.
  4. The Governing Board, after conclusion of the review, may elect, by two-thirds supermajority vote, to terminate a Member's grants of voting status as a disciplinary action.
  5. The Governing Board, after conclusion of the review and after a disciplinary action, may elect, by two-thirds supermajority vote, to suspend the Member from the Entire Community.
  6. The Governing Board, after conclusion of the review and after suspension, may elect, by two-thirds supermajority vote, to expel the Member from the Entire Community.

ARTICLE XI. Parliamentary authority

  1. The parliamentary authority for the operation of the Entire Community is A. Sturgis, The Standard Code of Parliamentary Procedure, 4th ed.

ARTICLE XII. Establishing policies

  1. The Governing Board may elect, by majority vote, to adopt new policies to administer the Entire Community.
    1. Sunshine provision, 1. The text of any new policy must be offered for public comment for at least fourteen (14) days prior to the Board vote.
    2. The text of any approved policy must be posted in a public forum upon approval.
  2. The Governing Board may elect, by majority vote, to amend an existing policy.
    1. Sunshine provision, 2. The text of any amended policy must be offered for public comment for at least fourteen (14) days prior to the Board vote.
  3. Sunshine provision, 3. No policy can be approved in a closed Board meeting. 
                       Policies, of course, cannot override the Constitution
                       or the Charter.

ARTICLE XIII. Amendments to Constitution

  1. The Governing Board may elect, by majority vote, to propose an amended Constitution.
  2. The Governing Board may then present to the Entire Community the proposed amended Constitution for approval via Referendum.
  3. The amended bylaws become active if the Referendum result is in favor of the adoption.

ARTICLE XIV. Dissolution

  1. The Governing Board may propose a Referendum to dissolve the Entire Community with the passing of a motion with a supermajority consisting of two-thirds of the Board Members.
  2. The Entire Community, via Referendum, may accept dissolution based on a two-thirds majority vote of all Voting Contributors.
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