Governance/Foundation/Structure

This document provides a basic framework for the structure of the OpenStack Foundation. It presents important concepts that should guide the formation and operation of the Foundation and will be used as the basis for drafting the required legal documents.

The Foundation Mission: The OpenStack Foundation is an independent body providing shared resources to help achieve the OpenStack Mission by Protecting, Empowering, and Promoting OpenStack software and the community around it, including users, developers and the entire ecosystem.

Mission Details

= Foundation Creation =

OpenStack Today
Elected Project Technical Leads (PTLs) oversee each project. Each project (e.g. Swift, Nova) has an elected PTL who is responsible for project level technical decisions. The Project Policy Board (PPB) oversees the entire set of OpenStack projects. The PPB provides escalation mechanism, cross-project standards, and decisions on project expansion.

Rackspace provides resources to OpenStack, including community management, release management, marketing, PR, and event management. Rackspace also owns the trademark (via OpenStack, LLC), and is responsible for overall Governance policy.

Goals in the Transition
It is time to create an independent entity to take on the role Rackspace has played, while preserving the technical meritocracy that governs the software. It is critical that the transition happens smoothly with no disruption to the ongoing development or project management activities. The primary goals of the transition are:


 * 1) Ensure working technical processes and commitment to meritocracy continue
 * 2) Create a new entity with responsibility for the role Rackspace has played



Philosophical Approach
The OpenStack Foundation provides a permanent legal home for the assets and governance of the OpenStack projects and community. To date, OpenStack has benefited from an inclusive process for contributors and broad industry support, and that should be maintained in the future.

Preserve and improve the OpenStack Way


 * technical people making technical decisions
 * marketing the success and contributions of community members
 * a strong ecosystem of companies who can succeed and fund further progress
 * encouraging and rewarding contribution in all forms, such as testing, documenting, translating, integrating, extending, educating, financing, training, supporting, facilitating, evangelizing, designing, operating at scale or art making

An important part of the "OpenStack Way" is the proper balance between the individuals who invest their time and effort, the companies who build businesses on OpenStack and the users who deploy the software. The structure of the OpenStack Foundation encourages all forms of contributions and provides safeguards against losing the balance between the various members of the community.

= Program Governance = OpenStack is a very rapidly growing community which has added thousands of participants and produced regular software releases in a relatively short start-up period. The open nature of the development processes and inclusive policies around contributing help to spur this growth. Technical decision making is placed in the hands of technical leaders who strive to put the interests of the projects and software ahead of corporate affiliation.

Program Technical Leads (PTLs) lead individual programs. A PTL is ultimately responsible for the direction for each program, makes tough calls when needed, organizes the work and teams in the program and determines if other forms of program leadership are needed. The PTL for a program is elected by the body of contributors to that particular program.

= Technical Committee =

The Technical Committee is independent, meritocratic, with the ability to change its own structure and processes. Working with the PTLs, the technical committee sets technical policies that cross projects and determines incubation of new projects. Technical Committee members are elected by "Individual Members" of the Foundation to staggered 1-year terms. PTLs can run for seats, but do not get automatic seats to keep the size manageable as the number of programs increases.

Note: the final Technical Committee structure is explained in Governance/Foundation/TechnicalCommittee.

= Corporate Governance =

Membership of the Foundation
The OpenStack Foundation is a non-profit corporation made of members who are invested in the success of OpenStack. The Foundation has three types of membership:

Individual Members
"Individual Members" who participate on their own or as part of their paid employment. It is free to join as an Individual Member and Individual Members have the right to run for, and vote for, a number of leadership positions. Characteristics of Individual Members:


 * Contribute to OpenStack in a variety of ways such as code, documentation, translations, bug reports, testing, project infrastructure, advocacy, marketing, community management, legal guidance
 * Expected to be constructive & courteous, adhering to a community code of conduct
 * Wear the OpenStack hat and always act with integrity
 * Elect representatives to Board, Technical Committee and PTL positions (if they are also project contributors)

Platinum Members
"Platinum Members" are companies which make a significant strategic commitment to OpenStack in funding and resources. Platinum Members have a high level of involvement in OpenStack, in strategy & resources:


 * Corporate strategy aligned with OpenStack Mission
 * Provide dedicated resources (e.g. developers, legal resources)
 * Appoint member to the Board of Directors, who must adhere to a code of conduct
 * Provide substantial funding for ongoing activities
 * Goal is 4-5 Platinum members to keep overall board size effective

Gold Members
"Gold Members" are companies which provide funding and resources, but at a lower level than Platinum Members. Gold Members as a class elect representatives to the Board of Directors.


 * Corporate strategy aligned with OpenStack Mission
 * Provide funding for ongoing activities
 * Fees likely based on company size to make it accessible to different companies
 * Elect representatives to the Board of Directors, who must adhere to a code of conduct

Board of Directors
The Board of Directors provides legal management of the Foundation and its financial resources. The Board oversees Foundation operations, sets overall budget and goals for Foundation staff, and hires the Executive Director. Board members are also expected to advocate for the Foundation and the entire OpenStack community.

Individual Members elect 1/3 of the seats, Gold Members elect 1/3 of the seats, and Platinum Members appoint 1/3 of the seats on the Board of Directors. Of the Individual Member seats, one seat will be designated to represent the academic and research community, one to represent the Technical Committee, and one to represent the user community.

Key policies require a 70% supermajority for changes (e.g. Trademark Policy, Governance Structure). Changes to the Bylaws, including member rights, would require approval by a vote of the Members of the Foundation.

Other Committees
In addition to the Technical Committee, there will be other committees that provide leadership in specific areas.


 * User Committee provides feedback and input on user priorities. It provides a formal mechanism for users to be heard and raise important issues.
 * Legal Affairs Committee advises on legal requirements and overall intellectual property strategy. This committee will continue the work of the existing OpenStack Legal Working Group.

Code of Conduct and Member Agreements
Board Members, Individual Members, Gold Members and Platinum Members all must follow a code of conduct, committing to advancing OpenStack, staying active in the community, and performing their duties with integrity, always knowing when to wear the OpenStack hat.

= Operations =

Foundation Roles
The day-to-day operations of the Foundation are overseen by an Executive Director. The Executive Director reports to the Board of Directors and may hire staff as needed to meet the goals of the Foundation.

Employed and non-employed personnel may be used to carry out the work of the Foundation. The employed staff is a small, focused team tasked with coordinating resources from the larger community in an independent way (e.g. community management, marketing and event management, ensuring access to common infrastructure). Employed staff report to the Executive Director.

Non-employed personnel may still occupy official offices without being on the payroll. Even though they may be employed by a participating company, Gold Member, or Platinum Member, they should attempt to act in the best interests of OpenStack as a whole when performing their duties. Additional outside professionals, such as an independent attorney, may also be used as needed. Where possible, the Foundation also enables self-service and broad access to community resources and assets.

Funding
Platinum Members and Gold Members provide a significant source of funding in addition to their commitment to contribute meaningfully to the software and community. Other companies who wish to make commercial use of the trademark or participate in additional marketing activities may become Corporate Sponsors at one of several different levels. There are also opportunities to sponsor specific community events such as the OpenStack Design Summit and Conference. In the future, other funding sources may be pursued, but the principles of free access to all OpenStack software and an inclusive contribution process will always be vigorously upheld.

More details on the funding page.