Governance/Foundation/FrameworkLetter

About This Letter
As one of the next steps in the process of creating the OpenStack Foundation, many organizations are signing a "Framework Acknowledgement" letter (sometimes referred to as a "Commitment letter"). A copy of the text of the letter is published below. If your organization is interested in signing this letter, please contact foundation@openstack.org and include as much information as possible about your organization's interest in and contribution to OpenStack.

The deadline for signing the letter is April 5th, after which the Drafting Committee will be formed as outlined below.

= OpenStack Foundation Framework Acknowledgement =

OpenStack Mission: http://wiki.openstack.org/Governance/Foundation/Mission

Governance Framework: http://wiki.openstack.org/Governance/Foundation/Structure

Rackspace plans to transfer the management of the OpenStack project to a non-profit, independent foundation in 2012 (the "Foundation"). The success of the Foundation will depend in part on the committed support of a group of community members who are willing to provide funding and other resources. The OpenStack community member signing below acknowledges its commitment to the OpenStack Mission and the Guiding Principles described below, and agrees that the Governance Framework attached is the basis from which the final governance structure will be developed.

Platinum Intent
If the community member signing below indicates that it intends to become a Platinum Member of the Foundation, then the member intends to: (i) assign an attorney to participate in a committee to draft governance documents (the "Drafting Committee"), and (ii) subject to the development of acceptable governance documents and the creation of the Foundation, become a Platinum Member as described below, and do each of the following:


 * provide ongoing contributions to the OpenStack project (such as code, designs, test plans, documentation)
 * provide ongoing financial and operational support to the Foundation as a Platinum Member consistent with the Funding and Resources paragraph below; and
 * appoint an individual to serve on the Board of Directors of the Foundation.

Gold Intent
If the community member signing below indicates that it intends to become a Gold Member, then the member intends to: (i) actively review and comment on proposed governance document drafts published by the drafting committee, and (ii) subject to the development of acceptable governance documents and the creation of the Foundation, become an Gold Member of the Foundation and actively participate in Foundation activities.

Membership
There will be three classes of members, Platinum, Gold and Individual. Platinum Members must be strategically aligned with the OpenStack Mission and provide funding and operational support. Gold Members must be active members of the community and provide funding. Any individual community participant will be eligible to become an Individual Member, including individual personnel of entity members.

Technical Committee
The existing Project Policy Board will transition to a "Technical Committee," except that all seats will be elected, and other minor changes may be made. The Technical Committee will be an independent, self-governing meritocracy. The Board of Directors will have limited supervisory authority over the Technical Committee, subject to various process protections. The Technical Committee will regularly interact with User Committee to align technical decisions with user needs. The Technical Committee will approve new projects for incubation.

Board of Directors
The target size of the Board of Directors will be 15-18 seats, with 1/3 of the seats to be appointed by the Platinum Members, 1/3 to be elected by the Gold Members as a class, and 1/3 to be elected by the Individual Members as a class. The Board will manage the business and legal affairs of the Foundation and will decide, with input from the User Committee and the Technical Committee whether to include incubated projects in "core" OpenStack.

User Committee
The Foundation will include a User Committee that will interact regularly with the Technical Committee and the Board of Directors to help align technical and project decisions with user needs. The means of selecting User Committee members will be defined during the governance document drafting process.

Legal Affairs Committee
The Legal Affairs Committee will be appointed by Board of Directors. The Legal Affairs committee will propose and implement appropriate intellectual property protection strategies and manage trademark policy compliance.

Guiding Principles
OpenStack 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, as described in the OpenStack Foundation Mission Statement at  http://wiki.openstack.org/Governance/Foundation/Mission.

Licenses: The Apache 2.0 and CLA will be carried forward to Foundation.

Trademarks: Rackspace will contribute the OpenStack trademarks to Foundation.

Technical Meritocracy: The spirit of meritocracy is a core value of the OpenStack Technical Committee.

Addition of New Projects: The Technical Committee will incubate new projects and the Board of Directors will approve additions to "core" OpenStack.

Funding and Resources
Platinum Members will fund $500,000 per year, with a three year commitment. Governance documents will allow Platinum Members to withdraw from Board and funding obligation if Foundation changes its mission. Gold Members will fund an amount equal to total company revenue times .025%, with a minimum of $50,000 and a maximum of $200,000. In addition to the funding commitment, Platinum Members will provide operational resources to the Foundation such as staffing or development environment infrastructure. Resource requirements will be developed in more detail by the drafting committee, but the general expectation is a resource commitment that is consistent with staffing two full time equivalents.

This document is not a legally binding agreement on Rackspace or the Member signing below. Either may withdraw its support at any time prior to the legal formation of the Foundation. The Rackspace Board of Directors must approve final Foundation governance structure and transfer of assets to Foundation.