OGB 2008/010 OpenSolaris Constitution 2009

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The OpenSolaris Constitution - 2.1 ALPHA2

This version was proposed during the 2009 annual election. See OGB 2009/009 for the revised 2010 proposal.

Below is an update to the proposed OpenSolaris Constitution that was unsuccessfully voted on in the March 2009 election. One of those updates is to make it so that NO changes to the Charter will be needed.

Preamble and Introduction

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 has 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.

Since a Constitution should be a long lived document, it tries to limit itself to documenting intent and structure. The authors of this document intentionally tried to move implementation details to a set of Board-maintained process documents that can evolve as the needs of the community change. The OpenSolaris Constitution and its process/implementation documents must themselves conform to the OpenSolaris Charter.

The OpenSolaris Community is an organization of individuals dedicated to the collaborative production of open source software related to the OpenSolaris family of operating systems and committed to fostering the evolution and adoption of the OpenSolaris code base. All software produced by the OpenSolaris Community shall be licensed to the public free of charge under one or more open source licenses approved by the Open Source Initiative.

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

Previous versions of the Constitution can be found at the OGB's website.

1. Community Structure

The OpenSolaris community is structured as a distributed organization made up of self-governing groups of participants, as specified below.

1.1 Groups

The OpenSolaris community is made up of groups of participants, where each group focuses on 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 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 geography.
  • Electorate: a subset of the community that is empowered to vote in elections of the OpenSolaris Community.

The number of groups within a given category can vary greatly, 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 Board will maintain a set of OGB Group Lifecycle Administrative Procedures that describe how participants can create, change, archive, and (if needed) reactivate individual groups.

1.2 Roles

The people who associate together in an OpenSolaris Group assume one of three roles:

  • A Participant: Anyone registered on opensolaris.org who has designated themselves as 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 can become Contributors. Participants may be given additional rights and responsibilities as a way to involve them in the activities of their community and allow them to start contributing.
  • A Contributor: Anyone explicitly recognized by the Leaders of a Group as having substantially helped with the goals of a that Group. A Contributor may be given additional rights and responsibilities as a way to groom them to become Leaders in their community. Contributors are expected to be the active core of the Group, and have the right to propose, debate and vote on matters of interest to their community.
  • A Leader: Anyone responsible for leading a Group. Leaders must be active Contributors in their Groups, reflecting the concept of leadership by a meritocracy. Leaders manage the assignment of rights and roles to the members of their Group, including the promotion of Participants into Contributors, and Contributors into new Leaders as described below. They also mediate disputes within their Group, facilitate interactions between their Group and others, and represent their Group to the OpenSolaris Community and the OGB.

1.3 Group Management Processes

In order to encourage consistency across the OpenSolaris community and also for the purpose of mediating disputes, groups are expected and encouraged to 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.

1.4 Electorate Group

The Electorate is given the right to vote on community-wide issues, the most important being the election of the OpenSolaris Governing Board (OGB).

The Electorate Group is responsible for community wide cross-group governance. All community members who have substantially and verifiably contributed to any OpenSolaris group are eligible for membership in the Electorate. Qualification for membership in the Electorate is for life, but actual membership needs to be renewed every 2 (two) years, or if a member fails to vote in 2 (two) 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.

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.

2.1.1 Ballot Content

Nominations for Governing Board members shall be open for a minimum of seven days prior to ballot completion. (See s3.3 for candidacy details)

Measures and Constitutional changes may be placed on a ballot by the decision of the Board or by a petition signed by more than 10 percent of the Electorate Group members.

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

2.1.2 Quorum

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 the date the initial notification of intent was sent, and any Electorate Group member who announces themselves on the IRC channel during the Election, or who casts a vote (including abstention) in the Election will be counted as participating.

2.1.3 Voting

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

Electorate Group members are each entitled to have their opinions represented once for each measure on the ballot in a given 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.

2.1.4 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 12 months and must be held no later than 14 months following the previous Annual Election. In the event no election is held after 14 months, the Board is considered dissolved and the procedures in "Board Dissolution" (s3.4.1) 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, see s3.4)
  • Fill any vacancies on the Board that can't be filled automatically (see s3.4),
  • Ratify any proposed Constitutional changes and to
  • Consider any other Measures brought before the community.

3. Governing Board

3.1 Duties

The OpenSolaris Governing Board ("the Board") consists of a minimum number of four and a maximum number of seven natural persons who can provide guidance to the OpenSolaris community and mediate disputes (s4) when appropriate. The Board shall operate transparently, prefer delegation and empowerment, and its members shall strive to be enablers, facilitators, and behind-the-scenes troubleshooters.

Board members help with the day to day running of the OpenSolaris community, and are expected to be regular contributors. Additionally the Board is responsible for maintaining the community's Constitution and doing as much 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.

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.

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 the Board Secretary should their corporate affiliation or other related interests change.

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 signed 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 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.

3.4.1 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 within thirty days.

3.5 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.

3.6 Meetings

Board meetings must be held at least once a quarter, but are encouraged to be monthly or bi-weekly. 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 a OGB_2008/007 Policy on private OGB discussions.

3.7 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.

3.8 Board Committees

The Board may create subcommittees as desired, each consisting of at least one Board member (who serves as Chair of the committee) and composed of people appointed by the Board.

3.9 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. Companies (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" 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 its members containing the text of the statement.

4. Dispute Resolution

4.1 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 mediate. The Board will consider disputes on a case-by-case basis and may decline to intervene. If the Board chooses to mediate, it will resolve the issue at its absolute discretion with no possibility of appeal. Its resolution will be binding on all parties.

4.2 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.

5. 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.

The Board will maintain an OGB Constitutional Amendment Process.

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.

Historical Notes

This final version represents the reorganization and simplification of the community that the OGB approved in Aug and Sept 2008. References for this document include the following:

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