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From "Phil Steitz" <p...@steitz.com>
Subject Re: Add 'practice' PMC structure to projects in incubation
Date Sat, 22 Nov 2003 18:24:23 GMT
Roy T. Fielding wrote:
> [Moved from the PMC list -- folks have got to stop proposing such
> things on the wrong list.]
> 
> A long time ago, the name PMC was created in an attempt to genericize
> the way that the Apache Group operated, using terminology that would be
> easily understood by a judge or IRS inspector.  Unfortunately, the
> name seems to have overwhelmed its history.  I described that in a
> message to the members on March 12, 2003, which I'll include below.
> However, I've been so overwhelmed with issues/fires this past year
> that I never got around to fixing it.
> 
> Geir has proposed that we create practice PMCs (a.k.a. subprojects)
> as part of incubation, and that we call them "Project Committers"
> lists rather than PMCs.  I am +1 on the notion in general, but I
> would prefer to call them core groups instead.  My rationale is that
> "committer" privilege is a mechanism that we frequently give to
> people on the basis of what they are planning to do, whereas the
> core group are those people who have earned long-term voting rights
> whether or not they happen to code.  Jakarta got into a weird state
> wherein committer == voter and commit-access was given out like candy,
> thus leading to the notion that committers run ASF projects.  I don't
> believe it is appropriate to link voting with cvs access.

Are you proposing that committers who are not PMC members or "Project 
Committers" should not have voting rights?

> 
> The key thing to note is that voting is a decision-making process
> and we want that decision to be an ASF decision.  Furthermore, we want
> the decision to be made as close to the volunteers doing the work as
> possible, preferably by the volunteers themselves, whatever that work
> may be.

Seems to conflict with the statement above (unless I misunderstood).

> 
> The ability to make ASF decisions starts with the board and is
> delegated to officers and their associated committees.  Anyone casting
> binding votes (meaning votes that are counted toward making a decision)
> must be listed as a member of the committee on which they are voting,
> even if their votes are limited to a subcommittee.  Therefore, my
> preference is for a fluid structure of incubating subprojects wherein
> every voter is listed as being in one or more core groups and the
> entire set of voters is listed as the incubator pmc.
> 
> I am aware that this would mean incubating projects would be able to
> vote themselves out of incubation.  I think that if such a project had
> their shit together to the extent that they could run such a vote and
> get it past the majority of incubator members, then they no longer
> need to be incubated.
> 
> ....Roy

Thanks for sharing the post below. This clears up a few things for me at 
least.  At the risk of appearing dense, however, I am still not 
understanding exactly why "The PMC must equal the voters on a given 
project...."  It seems to me that it *might* be possible (safe?) to have 
all *decisions* approved by the PMC, while the process (voting) to 
arrive at those decisions could include [binding?] input from non-PMC 
members. What am I missing?

Phil
> 
> ===============
> From: "Roy T. Fielding" <fielding@apache.org>
> Date: Wed Mar 12, 2003  9:46:04  PM America/Los_Angeles
> To: members   at  apache.org
> Subject: PMCs gone wild
> 
> I am getting a bit frustrated at what appears to be a serious attitude
> problem within the Apache projects.  A lot of people seem to wait around
> until "the man" makes a decision, sometimes doing nothing other than
> gripe about the lack of concern that "the man" has for their pet issue,
> or simply believing that they are not allowed to do anything until
> "the man" says it's okay to start.  I am not just talking about the
> newer Jakarta projects: this attitude has become endemic throughout
> the ASF, and folks are far-too-frequently suggesting that decisions
> should be relegated to "subprojects" or that projects should be
> "managed" by only a subset of the voters.
> 
> "the man" is usually their perception of a PMC as some other-worldly
> land where benevolent beings ponder deep issues and create solutions.
> [Sometimes "the man" is the ASF board, but that is very rare -- most
> people have the sense to realize that the board's solution to a
> squeeky wheel is to yank it off, throw it away, and install a new
> wheel -- which usually isn't the effect desired by most wheels.]
> 
> I think I know what is causing this attitude, and sadly it points
> back to one of the decisions I thought was a good idea when we were
> crafting the ASF bylaws.  You have to understand some background
> on that first...
> 
> The ASF bylaws were crafted by Drew Wright using a Delaware
> nonprofit template and a ton of input from more than a year of
> discussion amongst the Apache Group (circa 1998), discussion at
> the post-ApacheCon'98 group meeting, and yet more discussion on the
> old apache-core mailing list.  Our goal was to create a legitimate
> corporate infrastructure around Apache without changing how Apache
> decisions were made or the volunteer nature of the foundation.
> By legitimate, I mean something that would be defensible in a court
> of law if some asswipe were to sue the foundation for something we
> did as a group.
> 
> The concept of a Project Management Committee was created in the
> bylaws to be analogous to the Apache httpd core.  A PMC is the
> legally sanctioned body authorized by the Board of Directors to do
> things (e.g., approve changes, release code, etc.) on behalf of the
> ASF for a given project.  Why?  Because it means that when the PMC
> votes to do something, they are "doing" on behalf of the ASF instead
> of themselves, and hence any repercussions from what was done
> must be addressed to the ASF as a corporation rather than to just
> the people as individuals.
> 
> [Note that it is still possible to get sued as an individual -- it
> simply isn't possible to selectively sue that person for something
> decided by the ASF, and any competent judge will immediately dismiss
> a defendant from a joint suit if their actions were directed by the
> corporation by way of its bylaws (the PMC).  This is separate from
> indemnification, which I'll try to explain below.]
> 
> For those of you who aren't aware of US corporate law, there are
> only a few legitimate ways for a corporation to delegate authority:
> 
>   o  Board -- by default, the board of directors has authority over
>      and responsibility for all corporate decisions and assets;
> 
>   o  Officers -- the board can delegate some authority to an
>      individual named as an officer of the corporation, provided
>      that responsibility is maintained through active oversight
>      of their activities with communication back to the board;
> 
>   o  Committees -- an officer can call on other individuals to
>      compose a group that, upon approval by the board, is tasked
>      with authority and responsibility for that scope, in which case
>      the officer's responsibility is reduced to maintaining oversight
>      of the decision-making process itself and providing feedback
>      from the committee to the board;
> 
>   o  Contracted employees -- an officer can make a contract between
>      the corporation and some person or corporation for the purpose
>      of doing some action on behalf of the corporation; this does
>      not delegate authority or responsibility, and the officer must
>      maintain active oversight of the contract.  Employees of a
>      corporation are typically hired by the President/COO under the
>      terms of an employment contract, though really big corporations
>      will delegate that further to division officers (V.P.'s).
> 
> We don't have employees, so the latter option is right out.  We don't
> contract very often because it is an expensive process and we simply
> do not have the money to cover it.  We can't make everyone an officer
> because the board cannot maintain direct oversight over everyone and
> the law does not recognize as legitimate any corporate structure for
> which the line of oversight cannot be reasonably maintained.
> 
> So, we are left with committees, which is pretty much exactly how
> Apache httpd was operating at the time, and Drew did an excellent
> job capturing that in appropriate legalese that could be easily
> understood by any future lawyer (e.g., a civil or IRS judge) that
> might have a reason to inspect our bylaws.  Hence, PMC.
> 
> Unfortunately, the name is filled with historical legacy that
> leads to a natural prejudice: Project [my boss gives me those things]
> Management [people who tell me what to do] Committee [people who sit
> around discussing things].  Yikes!  It doesn't seem to matter how
> many times I tell people that
> 
>     project    = "something the ASF wants to accomplish",
>     management = "making decisions for progress toward a goal", and
>     committee  = "the people voting on decisions"
> 
> it still comes back as "the PMC" is some other group outside the
> development mailing list that makes all "real" decisions on behalf
> of the project.  Bullocks!  That is absolute, unadulterated CRAP!
> 
> The PMC must equal the voters on a given project, or the entire
> theory of delegated authority, responsibility, and oversight upon
> which the ASF depends for legal defense of its contributors becomes
> just a load of horseshit that any greedy lawyer can and will bypass
> on their way to our personal assets.
> 
> I am tired of dealing with people's prejudices.  I hereby request
> that the ASF bylaws be changed to replace PMC with Core Group,
> that it further explicitly state that members of the core are the
> only people allowed to vote on actions by a project, and that all
> external actions by a project (such as a software release) must be
> publicly approved by vote of the core according to a single
> Apache Guidelines document that shall be the bylaws for all projects
> within the ASF.  Each project shall maintain a primary public dev
> list, cvs module, and cvs commit list within which all project
> votes will take place and be recorded, aside from those discussions
> that are legally or ethically required to be private.  A single
> private mailing list per project, called private@project.apache.org
> or project-private@apache.org, shall replace the pmc@ lists and
> may include any persons deemed necessary by the project core.
> 
> Does anyone object?  I will make the appropriate diffs to the bylaws
> once it is clear that this is a direction worth pursuing.  We have
> a members vote due sometime soon, so we may as well get started.
> 
> If infrastructure doesn't want a hostname per project (meaning
> code base), then please eliminate all such hostnames.  We can and
> should have all projects start at www.apache.org and @apache.org for
> static content and lists, and only use cvs, jakarta, tcl, and perl
> for dynamic content requiring a special set-up.
> 
> ....Roy
> 
> p.s. Indemnification is a promise by the corporation to pay the legal
>      expenses of an *individual* if that *individual* becomes subject
>      to criminal or civil proceedings as a result of their actions
>      under a role identified by the corporation, as long as such person
>      acted in good faith and in a manner that such person reasonably
>      believed to be in, or not be opposed to, the best interests of the
>      corporation.  In other words, a member is only indemnified for
>      their actions as a member (not much).  A director or officer is
>      only indemnified for their actions as a director or within the
>      scope of their mandate as an officer.  A PMC member is indemnified
>      under the category of "who is or was serving at the request of
>      the corporation as an officer or director of another corporation,
>      partnership, joint venture, trust or other enterprise" and only
>      to the extent of that enterprise (the project).  A committer
>      who is not a PMC member is not authorized by the corporation to
>      make decisions, and hence cannot act on behalf of the corporation,
>      and thus is not indemnified by the corporation for those actions
>      regardless of their status as a member, director, or officer.
> 
>      Likewise, we should all realize and understand that the ASF's
>      ability to indemnify an individual is strictly limited to the
>      assets held by the ASF.  Beyond that, we are on our own as far
>      as personal liability.
> 
>      It is a far better defense that an outside entity cannot
>      successfully sue an individual for damages due to a decision
>      made by a PMC, so it is in everyone's best interests that all
>      of the people voting on an issue be officially named as members
>      of the PMC (or whatever entity is so defined by the bylaws).
> 
> ===============
> 
> 
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