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<h1>Draft Charter for the GNOME Foundation</h1>
<h2>Draft 0.61 (23 October 2000)</h2>
<p>
This document describes the purpose, basic structure and operational
policies of a proposed GNOME foundation. Although certain issues are not
addressed fully, the core functions of the foundation are defined and
procedures for them are described.
</p>
<p>
This document includes broad <q>mission level</q> statements and
operational provisions. We are in the process of creating Articles of
Incorporation and By-Laws that will incorporate this charter, cast in
stone our fundamental beliefs, and give us the flexibility to amend
implementation items.
</p>
<p>
A ChangeLog and author's list are at the end of this document.
</p>
<h2>Preface: Why a GNOME Foundation?</h2>
<p>
Since the project was started in 1998, GNOME has grown tremendously. The
technology has started to mature, the amount of code contributed has
exploded, the number of developers (also known as GNOME hackers) who are
contributing to GNOME has more than doubled. With the emergence of a
GNOME industry, and as corporate partners are embracing GNOME, the number
of hackers who are paid to work full-time on GNOME has grown
dramatically, in addition to the hundreds of volunteer hackers in the
community.
</p>
<p>
As GNOME has grown, so have our goals. Over the next few years, we want
to offer a state-of-the-art, fully free desktop to many people who today
are not using computers because they are too expensive and too
complicated to use.
</p>
<p>
In short, GNOME is growing up.
</p>
<p>
To achieve our goals in a timely manner, the project will need more focus
than the current structure can offer. When GNOME was a smaller project,
Miguel was able to make most of the key decisions. Today, there is a need
for a forum that can provide GNOME, and the projects that make up GNOME,
with the structure and support they will need to continue to grow. We
need a more structured environment to smoothly integrate new citizens
into the community. The GNOME Foundation will provide this support. The
Foundation will also provide a place to resolve the inevitable conflicts
that arise in a diverse community. Equally important, the Foundation can
voice the decisions and positions of the GNOME project, and, therefore,
can act as a liaison with the press and corporations who want to be
involved with GNOME.
</p>
<p>
Most importantly, the GNOME Foundation will provide transparency and
representation. Whereas decisions in the past have often been made in an
ad-hoc fashion and in private conversations between a small number of
people, the foundation will provide a forum that is elected by the GNOME
community, that is accountable to that community, and that will conduct
its affairs in the open.
</p>
<h3>Mission Statement</h3>
<p>
The GNOME Foundation will work to further the goal of the GNOME project:
to create a computing platform for use by the general public that is
completely free software.
</p>
<p>
To achieve this goal, the Foundation will coordinate releases of GNOME
and determine which projects are part of GNOME. The Foundation will act
as an official voice for the GNOME project, providing a means of
communication with the press and with commercial and noncommercial
organizations interested in GNOME software. The foundation may produce
educational materials and documentation to help the public learn about
GNOME software. In addition, it may sponsor GNOME-related technical
conferences, and represent GNOME at relevant conferences sponsored by
others, help create technical standards for the project and promote the
use and development of GNOME software.
</p>
<h2>I. Principles of the GNOME Foundation</h2>
<h3>Open and Public</h3>
<p>
In almost every sense of the word, GNOME is an open project. This is one
of our greatest strengths, has always been, and should be the balefire by
which we plot our course into the future.
</p>
<p>
The foundation should not be exclusionary or elitist. Every GNOME
contributor, however small his or her contribution, must have the
opportunity to participate in determining the direction and actions of
the project.
</p>
<p>
The openness of GNOME has always been a point of pride for us, and an
important characteristic which distinguishes us from many of the other
open source projects out there. Anyone can become a contributor, write
access to our CVS does not involve trial by fire or other masonic
rituals, we don't use Access Control Lists, and we've always been
exceedingly good about folding talented newcomers in our arms and
welcoming them to the project. No resume required.
</p>
<p>
Major components of GNOME -- things we now consider to be absolutely core
to the project -- were begun by energetic individuals with the desire to
create something cool. Look at glade, zvt, libxml, dia, GNOME vfs,
libart, the desktop icons... all of these were created by people who had
not previously contributed heavily to the project, but who are now
considered to be among our heavy hitters.
</p>
<p>
The GNOME foundation must not stifle the interest of outsiders. An
ill-conceived foundation could discourage outsider participation
directly, by establishing rules which limit the ability of potential
contributors to make their mark, or indirectly, by engendering an
alienating sense of elitism. The stained glass of the cathedral creates a
colorful spectacle for those inside, but from the outside, the building
is just a hulking grey edifice, intimidating and impenetrable.
</p>
<p>
This principle has real, concrete meaning for the foundation: All
discussions must be publicly viewable, any person must have the
opportunity to contribute to the decision-making process, and every GNOME
contributor must have the direct ability to influence the decisions which
are made. The foundation must be democratic and friendly to those
responsible for making GNOME what it is.
</p>
<h3>GNOME is Free Software</h3>
<p>
GNOME is part of the GNU project and supports the goals of the GNU
project as defined by the Free Software Foundation. Free software
licensing has always been a mainstay of GNOME, and we must ensure that
this tradition continues. GNOME will include only Free software.
</p>
<h3>GNOME is a Meritocracy</h3>
<p>
Participation in the foundation is intended only for those individuals who
are making contributions to the GNOME project and the software which makes
up GNOME. A corporation, organization or individual should not be granted
a place in the foundation unless its presence is justified by the merits
of its contribution. Money cannot buy influence in the GNOME project: show
us the code (or documentation, or translations, or leadership, or
webmastering...).
</p>
<p>
In the past, being a part of the GNOME project has simply meant
<q>I wrote some code</q> or <q>I hang out on the mailing lists and build
the thing from CVS frenetically every three hours.</q> There is no
reason to change this.
</p>
<h3>Build on What we Have (or: too much structure is poison)</h3>
<p>
In many ways, GNOME is a unique project. Comprised of dozens of autonomous
modules, GNOME has not been subject to iron-fisted structural
leadership. Furthermore, there are many pieces of software which are core
to GNOME which stand with one foot in our camp and one foot outside. There
really is no clear analogue to GNOME among most other free software
projects. GNOME is bigger than almost every other effort in existence ,
more loosely organized, and possibly faster growing. Plus, GNOME sits on
the frontier of the Linux application market, and is likely to continue to
face growing pains as we try to meet the needs of ISVs (Independent
Software Vendors) and others who are joining the movement.
</p>
<p>
It would be impossible to impose a high degree of bureaucratic structure
onto a heretofore amorphous and somewhat anarchic community. And it
shouldn't be done, anyway. Let's not attempt to imitate some of the groups
which are smaller, or which had more structure in their beginnings. Any
new structure which the GNOME foundation provides, if taken too far, will
be artificial, ignored, or at worst: really really annoying to developers.
</p>
<p>
Furthermore, the foundation can have no real powers of enforcement;
compliance with foundation decision should be an act of good-faith. If
we've lost consensus to the point where we're regularly forcibly ejecting
people from the foundation and co-opting their projects, we're sunk
anyway.
</p>
<p>
Heavy bureaucracy is not in our DNA. And it shouldn't be. So let's not
try to graft an administrative superstructure onto the community we've
built. Furthermore, too high a level of administrative overhead will gum
up the works to the point where the foundation will completely cease to
function and become useless and vestigial.
</p>
<p>
Instead, the foundation will work with GNOME's strengths to make it
better. A foundation that provides cohesion, vision, direction, and enough
organization will be an incredible asset. A foundation that attempts to do
this, but hides the iron fist under a velvet glove will not. Such an
entity would likely be ignored, and words like <q>fork</q> would be
thrown around.
</p>
<p>
The foundation should provide the project with just enough organization to
accomplish its goals effectively. Some level of structure will be
important for decision making, communication, and interacting with outside
parties.
</p>
<h3>Independence</h3>
<p>
The foundation must act in the best interests of GNOME, independent of
influence from outside organizations and corporations. No single entity
should have the ability to direct GNOME to its own ends.
</p>
<h2>II. Tasks of the Foundation</h2>
<h3>Releasing GNOME, defining GNOME</h3>
<p>
The foundation bears the responsibility of coordinating each subsequent
release of GNOME. For each release, this will include setting a schedule
(whether or not it is overlooked), choosing the set of modules which are a
part of the release, and preparing the appropriate marketing materials.
</p>
<p>
GNOME is a loose collection of independent projects. The foundation will
determine the set of modules which fall under the GNOME umbrella. Most
often, the foundation will endorse a project as a GNOME project simply by
including it in a release. In some cases, however, a project that is not
scheduled to be included in any particular release will be designated as a
part of GNOME. In these ways, the foundation will be <q>defining GNOME.</q>
</p>
<p>
It should be apparent that these two tasks (defining GNOME and doing
releases) are interrelated: most often, defining GNOME is just determining
which modules are a part of any given release.
</p>
<h3>Public Image and Voice</h3>
<p>
The foundation will be the principal entity with the ability to make
official public statements for GNOME, such as press releases. The
foundation will also be responsible for maintaining the <q>GNOME
brand,</q> and will have to determine the appropriate uses of the
associated trademarks. The foundation will also be a hub for
joint-marketing efforts by those organizations (corporate and non) which
want to make GNOME-related announcements. Regional groups, created to
promote GNOME in specific areas, may wish to make their own announcements
about their efforts.
</p>
<h3>Corporate and Organizational Point of Contact</h3>
<p>
Companies and other organizations which want to communicate with the GNOME
project should be able to use the foundation as their first point of
contact. The foundation will be responsible for helping these
organizations understand the GNOME project and become involved. The
foundation will be vested with the power to represent GNOME in these
conversations.
</p>
<p>
The foundation will also act as a forum for discussions between the
organizations and companies which have an interest in GNOME. There will be
a subgroup of the foundation which will include members from these
organizations to make this possible.
</p>
<h3>Standards Definition</h3>
<p>
As GNOME matures, it will become necessary to have an official set of
standards which define GNOME compliance, for ISVs and for
distributors. The foundation will be responsible for ratifying these
standards, and authorizing the application of the GNOME trademark to them.
</p>
<h3>Direction and Vision</h3>
<p>
The GNOME foundation will provide a sense of leadership and cohesive
direction to the GNOME project. The foundation will work to communicate a
vision and set of goals for the future releases of GNOME. These should be
communicated to the general public and to the project at large.
</p>
<p>
As GNOME evolves, other duties which are appropriate and necessary for the
foundation to undertake will emerge. Before the board of directors of the
foundation takes on any major new duties, it shall consult with the
broader GNOME community.
</p>
<h3>Fund Receipt and Disbursement</h3>
<p>
Individuals and organizations that want to make a monetary contribution
to the GNOME project will be able to do so by making a contribution to
the GNOME foundation. The foundation will be in charge of disbursing
these funds to the benefit of GNOME and, to the extent possible, in
accordance with the wishes of the benefactor.
</p>
<h3>III. Basic Structure and Operation of the Foundation</h3>
<p>
The foundation will be global in scope, but incorporated in the United
States. Affiliated foundations, created for the purpose of promoting
GNOME, supporting developers or disbursement of funds, may be created in
many countries or geographic areas.
</p>
<p>
The GNOME foundation is divided into three bodies: the Membership, the
Board of Directors, and the Advisory Board.
</p>
<h3>Membership</h3>
<p>
The Membership will be a large body made up of people who have made a
contribution to any module which is part of GNOME. The intent of the
Membership is to provide the opportunity for all contributors to have a
place and a voice in the GNOME foundation. The Membership will be open to
all people who want to be a member and who have made any kind of
contribution to any part of the GNOME project, with no membership fee,
and no requirement of organizational or corporate affiliation.
</p>
<p>
The membership will have two responsibilities: electing the Board of
Directors, and issuing popular referenda on any issue under the
jurisdiction of the foundation, at any time (hopefully an infrequent
event).
</p>
<h3>Board of Directors</h3>
<p>
The board is the primary decision-making body of the GNOME foundation. It
is responsible for ratifying all decisions the GNOME foundation
makes. These decisions can be overturned by referendum.
</p>
<p>
The board will be made up of a small, limited number of people, elected
by the membership. New seats on the board may be made available as the
project grows, subject to approval by the board or referendum of the
membership.
</p>
<p>
No single organization or company will be allowed to control more than
40% of the board seats, regardless of election results. In the event that
individuals affiliated with a corporation or organization hold more than
40% of the seats, affiliates from that corporation will be required to
resign until 40% is no longer held. Individuals affiliated with a company
or organization are people who are employees, officers, or members of the
board of directors of an organization; or have a significant consulting
relationship; or own at least 1% of the equity or debt, or derivatives
thereof, of a company.
</p>
<p>
Notwithstanding the above, members of the board of directors shall act on
behalf of all GNOME contributors in the best interest of the GNOME
project. Although board members may be affiliated with companies that
have an interest in the success of GNOME, they will not be considered
representatives of companies with which they are affiliated. The GNOME
Foundation Board of Advisors provides a forum for corporate
representation.
</p>
<h3>Advisory Board</h3>
<p>
The Advisory Board is made up of companies and organizations which have a
desire to participate in advising the foundation about releases and other
decisions. The Advisory Board will have no decision-making ability. The
Advisory Board is a place for its members to have open discussions about
their GNOME-related strategies. Membership in the forum is open to all
companies and groups who are interested in contributing to the GNOME
project, subject to the approval of the board of directors.
</p>
<p><b>Note the following information about advisory board fees is
outdated. Please see <a href="http://foundation.gnome.org/about/">here</a> for up-to-date information</b></p>
<p>
Corporate members will pay a membership fee of $10,000 to join the
Advisory Board. There is no membership fee for non-profit organizations
or companies with fewer than 10 employees. Additionally, membership fees
may be waived upon request by the board of directors. We value
contributions of code and hackers resource much more than membership
dues!
</p>
<p>
From time to time, ad-hoc committees may be formed, formally or
informally, either by the board or the membership.
</p>
<h2>IV. Board Meetings, Voting, Referendum and Election</h2>
<h3>Board Meetings & Votes</h3>
<p>
Voting sessions of the board of directors will be formal, performed
either in-person, telephonically, via e-mail, or on IRC. This can be
cryptographically authenticated with a registry of public keys. A simple
majority is required to approve any measure. Often, decisions will be
reached by consensus.
</p>
<p>
Minutes shall be kept for all meetings of the board of directors. Votes
on all topics will be recorded and attributed. All of these records will
be archived and made publicly available immediately.
</p>
<p>
On certain occasions, conversations within the GNOME Foundation will be
confidential. On those occasions, notes from meetings etc. may be edited
to maintain confidentiality. We will work to keep confidential
conversations down to a minimum.
</p>
<h3>Referendum</h3>
<p>
A referendum can be issued by any member of the foundation.
</p>
<p>
To be accepted, a request for a referendum must be endorsed by 10% of the
Membership. The maximum number of valid endorsements from Members
affiliated (as defined above) with any one corporation or organization
shall be 5%.
</p>
<p>
An electronic voting system will be established online, with members
voting on a web page or by e-mail. In order for a referendum to pass,
1/3d of the total membership must participate, and 2/3ds of the
participating members must approve. There will be a mailing list for all
of the members, and all referenda must be announced to the list by the
initiator before they are opened on the voting system. At least three
days must pass before the referendum is closed, and no referendum can
remain open for longer than fourteen days.
</p>
<h3>Elections and Board Size</h3>
<p>
Elections for the board of directors will be regularly held every
year. Candidates for election must be members of the GNOME Foundation and
shall nominate themselves. Members may vote for a number of candidates
equal to the number of board slots that are available (in other words, if
there are 10 slots on the board of directors, then each member may vote
for up to 10 candidates).
</p>
<p>
The board shall be composed of those candidates who receive the highest
number of votes.
</p>
<p>
The board of directors may be recalled by referendum, using the process
described above. If the board of directors is recalled by referendum, new
elections shall be held immediately.
</p>
<p>
Between elections, board vacancies or new board slots shall be filled by
appointment by the board of directors.
</p>
<p>
The board of directors shall have at least 7 members and no more than 15
members. Prior to each election, the board of directors shall determine
the number of board seats for the next year. The initial board of
directors shall be composed of 11 members.
</p>
<p>
If more than half of the elected candidates are affiliated with one
company (as defined above), elections returns shall be adjusted as
follows. Individuals who are affiliated with the company which has an
excess of representatives shall be removed based on the number of votes
they received until such individuals no longer hold a majority of the
seats on the board. Other candidates shall replace them, based on the
number of votes they received. (In other words, if there are 10 board
seats and 6 people from company X were elected, than the one person from
that company who received the fewest number of votes will be replaced by
the candidate who received the 11th highest number of votes).
</p>
<h2>V. Release Engineering / Defining GNOME</h2>
<p>
The board of directors will be responsible for authorizing the release of
a new version of GNOME. The board will determine the set of modules
which will make up the release.
</p>
<p>
Operational management of the release may be handled by a board-appointed
committee or individual, made up of general Members and/or directors. The
membership will be able to affect all these decisions primarily by
participating in the discussions which lead up to them. In extreme cases,
a referendum can be used.
</p>
<h2>VI. Funds</h2>
<p>
One of the primary purposes of the GNOME foundation is to allow outsiders
to contribute financially to the continued development of GNOME. These
outsiders will make donations to the project, which will be disbursed by
the board, under the advice of the membership.
</p>
<h2>VII. Bootstrapping the GNOME Foundation</h2>
<p>
The membership will be populated with all the consenting members of the
GNOME-hackers mailing list, people holding CVS accounts, and anyone else
who speaks out and wants to join when asked.
</p>
<p>
A committee shall be established by the current GNOME Steering Committee
to manage the membership list, add new members and oversee the elections.
</p>
<p>
The first elections may be held prior to the incorporation of the
Foundation but shall be held no later than 90 days from the incorporation
of the GNOME Foundation. If the Foundation is incorporated prior to the
first elections, the GNOME Steering Committee shall appoint on interim
board of directors.
</p>
<h3>VIII. Authors</h3>
<p>
This document was put together from contributions by many people. The
crucial first draft was written by Nat Friedman based on discussions he
had with Joe Shaw. This document is maintained by the GNOME Foundation
<a href="mailto:board@gnome.org">Board of directors</a>.
</p>
<p>
Numerous patches were submitted by:
</p>
<ul>
<li>Joe Shaw</li>
<li>Linas Vepstas</li>
<li>Maciej Stachowiak</li>
<li>Havoc Pennington</li>
<li>Daniel Veillard</li>
<li>Telsa Gwynne</li>
<li>Mike Prestner</li>
<li>Jim Gettys</li>
<li>Alan Cox</li>
<li>Kelly </li>
<li>Frank Hecker</li>
<li>Brian Behlendorff</li>
<li>Robert Humphreys</li>
<li>Rusty Conover</li>
<li>Miguel de Icaza</li>
<li>Elliott Lee</li>
<li>Others</li>
</ul>
<p>Please let me know who I need to delete/add.</p>
<h2>IX. Change log</h2>
<h3>Changes since draft 4.1:</h3>
<ul>
<li>minor line-edits throughout</li>
</ul>
<h4>Mission statement</h4>
<p>
Rewrote mission statement. Removed sentence <q>GNOME Foundation will
oversee the technical direction of GNOME</q>.
</p>
<h4>I. Principles</h4>
<p>Meritocracy:</p>
<ul>
<li>
Participation in the foundation is intended only for those people who
are responsible for actual contributions to the software which makes up
GNOME.
</li>
</ul>
<p>
Change to: Participation in the foundation is intended only for those
individuals who are making contributions to the GNOME project and the
software which makes up GNOME.
</p>
<p>
Reason: previous language appears to exclude all non-hackers.
</p>
<h4>III. Basic Structure</h4>
<ul>
<li>
Board: qualified what it means to be <q>affiliated</q> with a
company: added materiality requirement for consultants.
</li>
<li>
Board: lowered the maximum number of people who can be associated with
any one company to 40% (previously 50%).
</li>
<li>
Board: clarified that board members do not represent their
employers.
</li>
<li>
Board: changed 1% ownership rule to include warrants and options.
</li>
</ul>
<h4>IV. Board Meetings, Voting, Elections and Referendum</h4>
<ul>
<li>Elections and Board Size: rewrote this. Removed slate provisions.</li>
<li>Added provision that candidates must be members.</li>
</ul>
<h4>VII. Bootstrapping the Foundation</h4>
<ul>
<li>
<q>A committee shall be established by the current GNOME Steering
Committee to manage the membership list and add new members.</q> Added:
<q>and oversee the elections</q>.
</li>
<li>
<q>The first elections may be held prior to the incorporation of the
Foundation but shall be held no later than 90 days from the incorporation
of the GNOME Foundation. If the Foundation is incorporated prior to the
first elections, the GNOME Steering Committee shall appoint on interim
board of directors.</q> Made changes to account for elections prior to
incorporation and to remove slate provision.
</li>
</ul>
<h4>VIII. Some open issues</h4>
<p>
Removed this section. Reason for change: no longer needed.
</p>
<h3>Changes since draft 4:</h3>
<ul>
<li>[missed a few]</li>
<li>- Added Authors listing</li>
</ul>
<h4>Preface: Why a GNOME Foundation?:</h4>
<ul>
<li>
<p>
<q>Since the project was started in 1998</q>.
</p>
<p>
Reason: avoid relative time reference.
</p>
</li>
<li><q>the number of paid developers has grown dramatically</q></li>
<li>
<p>
<q>technology has STARTED TO mature</q>.
</p>
<p>
Reason: false advertising.
</p>
</li>
<li>introduced the word Developer and explained that we use Hackers as well.</li>
<li>added <q>We need a new structure to more smoothly integrate new citizens into the community</q></li>
<li>changed: Over the next few years, we want to offer a state-of-the-art, fully free desktop to many people who today are not using computers</li>
<li>added <q>To achieve our goals in a timely manner, the project will need more focus than the curent structure can offer.</q></li>
<li>changed: <q>...the inevitable conflicts that arise in a diverse community.</q></li>
</ul>
<h3>Changes since draft 3:</h3>
<ul>
<li>Added Preface: Why a GNOME Foundation?</li>
<li>Added Mission Statement</li>
<li>replaced <q>doesn't</q> by <q>does not</q> and made other minor word changes.</li>
<li>renumbered sections.</li>
</ul>
<h4>I. Principles</h4>
<ul>
<li>
<p>
Renamed this to Principles of the GNOME Foundation and created
<q>II. Tasks of the GNOME Foundation</q>.
</p>
<p>
Reason: The principles and tasks are really two different things
that belong under separate headings.
</p>
</li>
<li>
<p>
Deleted introductory paragraph.
</p>
<p>
Reason: it tried to explain the link between Principles and Tasks.
</p>
</li>
</ul>
<h5>Open and Public:</h5>
<ul>
<li>
<p>
Deleted: We didn't get here by way of smoke-filled rooms and power
hierarchies. We got here because of people.
</p>
<p>
Reason: it's a negative statement that is somewhat
anachronistic. Second sentence is a platitude. Removed by request.
</p>
</li>
<li>Moved last paragraph to:</li>
</ul>
<h5>Free Software:</h5>
<ul>
<li>
<p>
Added: GNOME is part of the GNU project and supports the goals of the
GNU project as defined by the Free Software Foundation.
</p>
</li>
<li>
<p>
Deleted <q>as determined by the Board of Directors</q>.
</p>
<p>
Reason: this is implementation wording. The board may delegate this
task to a committee or deal with it in some other way.
</p>
</li>
</ul>
<h5>Meritocracy</h5>
<ul>
<li>
Changed <q>participation should be available only to those</q> to
<q>participation is intended for</q> by request.
</li>
</ul>
<h5>Build on What we have</h5>
<ul>
<li>
<p>
Deleted: <q>Think: Emperor</q>.
</p>
<p>
Reason: obscure and unnecessary.
</p>
</li>
</ul>
<h5>Tasks:</h5>
<ul>
<li>
<p>
Moved "Fund Receipt & Disbursement" to the end.
</p>
<p>
Reason: less important function.
</p>
</li>
</ul>
<h4>II. Structure and Operation</h4>
<h5>Advisory Board:</h5>
<ul>
<li>
Modified: Corporate members will pay an membership fee of $10,000 to
join the Advisory Board. There is no membership fee for non-profit
organizations or companies with less than 10 employees. Additionally,
membership fees may be waived upon request by the board of directors. We
value contributions of code and hackers resource much more than
membership dues!
</li>
</ul>
<h5>III. Board Meetings, Voting, Elections and Referendum</h5>
<ul>
<li>
<p>
Added Board Meetings section, which includes openness and
confidentiality clause.
</p>
<p>
Reason: moved from the Principles Section, where it didn't belong,
since this is operational.
</p>
</li>
</ul>
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