Earlier this week, I noted the fact that the 100 day mark for the CodePlex Foundation had passed (on December 19) without any comment from the Foundation on how they had fared against their aggressive goals for that time period, including the replacement of the founding, interim Board of Directors, with a permanent board.
That blog entry sparked a call from the Foundation's PR firm, and an opportunity for me to spend an hour on the phone with Sam Ramji, the interim President of the Foundation, and Foundation Deputy Director Mark Stone during which we covered a lot of ground, including what's been accomplished so far, what the Foundation has learned so far, how that has affected its planning, and what we can expect to be announced in the short term and long term future. They also informed me that a press release covering some of the same topics would be issued today. That announcement was posted to the Foundation Web site at Noon, and you can find it here (as usual, it's also pasted in at the end of this blog entry).
With that as prelude, here's what we talked about, and here's what I learned.
Transparency: That was important to know, because one of the things I noted to Sam and Mark was that the Foundation Website and the related Wiki have not been as information-rich as might have been hoped, or as might have been expected in light of what was posted there initially. At the site level, there have been a few announcements added since the site went live, and that's about it. And dialogue at the Wiki largely dribbled out some time ago. Sam says that the latter was due in part to problems managing spam that led to delays in comments being cleared for posting, thereby chilling participation, and acknowledged that this is one aspect of the last 100 days that didn't work as well as planned.
That's been straightened out now, but it looks like they'll need to figure out a way to reenergize the conversations that have petered out. That said, Sam says that the site, and the Foundation's activities, will become much more transparent in the near future.
Priorities: Part of the lack of transparency, I'm told, has to do with overload. As I had ventured to guess in my earlier post, getting the technical program up and running has ranked as a higher priority than some of the other goals that had been announced for the 100 day burn-in period. Stated another way by Sam, "We bit off more than we could chew" with the original schedule. Not surprisingly today's announcement opens with reference to the technical achievements to date, as follows:
A software code contribution agreement, new approaches to open source licensing, a project acceptance process, a first technology gallery and donated projects - these are among the early accomplishments of The CodePlex Foundation,...
Progress on the non-technical front, as measured by achievement of initially announced goals, has been more modest, but if things go as I'm told, the Foundation won't have missed its self-imposed deadlines by much. According to Sam and Mark, the remaining Board (Directors and Advisors) invitations will go out very soon, and offers for the two main staff positions - the full time Executive and Technical Directors - should be made next week.
For the most part, other 100 day goals, such as further refining legal documentation, revisiting governance issues, and more actively communicating, have been largely deferred until the permanent Board of Directors takes over.
Board of Directors: While I'm pleased to hear that the full Board should be announced soon, and with some, but I take it not all, new faces, I am disappointed that it will still only comprise five directors. Here's what the formal announcement had to say:
Also in progress are changes to the Board of Directors and continuing evolution of the Board of Advisors, all with the intent of bolstering the Foundation’s independence and value to commercial software companies, open source projects, and the open source community. “We are very nearly ready to announce a permanent board of five members; three are already in place, and final discussions are taking place with the remaining candidates, who are well-known in the open source community,” Ramji said. “Expect to see the full permanent board - with significant changes to participants - announced in mid-January. We feel this is solid progress on a very difficult task.”
As I noted in my original post (my subsequent posts can be found here and here), I believe that an organization that has set itself the goal of reaching out across communities and promoting consensus does itself a disservice by not having a larger Board. If the Foundation decides to keep the Board self-perpetuating rather than going to a member-elected model, I think that this becomes particularly important for three main reasons: First, you simply get more diversity of opinion with 11 or 13 directors than you do with five. Second, you're likely to get more lively debate, rather than the kind of uniform thinking that can arise when a small number of people get to know each other well, and therefore don't want to disagree too much, or too hard, with each other.
And finally, there's a lot more diversity in stakeholders than just corporations and community members (the latter, in any event, is hardly a group that defines itself all in the same way). For example, there are government customers, third world countries with different realities, universities, other non-profits, and so on. They all have somewhat different goals and interests in software in general, and in F/OSS in particular. Even given the best of intentions by all concerned, you couldn't possibly represent that diversity in a Board of five.
Having said all that, it would be disingenuous on my part not to observe that the Linux Foundation, of which I am a former Board member and current legal counsel, has a Board of sixteen members that includes mostly representatives of corporate members (AMD, Bank of America, Fujitsu, HP, IBM, Intel, Oracle, Motorola, NEC, NetAPP, Novell and Texas Instruments), plus the Chair of the Technical Advisory Board of kernel developers (James Bottomley), plus two community representatives (Larry Augustin and Frank Fanzilli). But notice that there is much more diversity among the corporate representatives: not just software vendors have a seat at the table, but also silicon vendors, diversified technology companies, and customers, too. By no means do all of those companies look at Linux in the same way, or from the same perspective, even though they are all for-profit. And in any event, the Linux Foundation doesn't have a credibility problem. For that reason alone, the CodePlex Foundation will need to try harder in most ways to get the same presumption of independence and neutrality that people are willing to give to organizations like LF.
In my original blog entry, I made five primary recommendations, and several less urgent ones. You can see from those primary recommendations how much I focused on the Board issue:
If Microsoft really wants the open source community, as well as Microsoft’s competitors, to believe that CodePlex is intended to be a safe, neutral place for them to spend their time and efforts, this would be my “must change” list:
1. Provide that the Board will have no fewer than eleven members.
2. Provide that no company and its affiliates (including Microsoft) can have more than one representative on the Board of Directors or Board of Advisors.
3. Provide for a distribution of Board seats by category in order to ensure a truly representative body. That distribution might mean only two seats for commercial software developers, two for open source foundation project managers (a Linux kernel developer lead would be a good choice for one), one for a large enterprise software user, one for a small to medium enterprise (SME), one for a government agency representative (this seat might need to be non-voting), and so on. By a simple majority vote, the Board would be able to change this distribution over time as the marketplace continues to evolve.
4. Establish appropriate membership classes with the right to nominate and elect directors.
5. Commit to an open membership policy, such that anyone can join, subject to meeting minimal, non-discriminatory eligibility criteria (I expect that this is already Microsoft's intention).
My hope is that the permanent Board will return to these recommendations and consider expanding itself.
Project hosting: Again, like any other startup, the Foundation has had an interesting time going from the planning stage to actual contact with the marketplace. I asked Sam and Mark what had turned out as expected, what they had learned that was unexpected, and how, if at all, these first market impressions may have modified their original assumptions and work plan.
One interesting and ongoing theme we discussed relates to the projects that the Foundation will host, or not host, depending on how you define that term. So far, it appears that legal, as compared to physical, hosting is proving to be one of the big attractions. Physical hosting, of course, is more of a commodity proposition, and a hosting agreement with SourceForge is being discussed to outsource that function). The Foundation has learned (not surprisingly to me) that the ability to provide a legal entity to act as the surrogate for an unincorporated project, as well as the availability of turnkey legal documentation, is attractive to projects that are picking up momentum, and that aren't right for other incorporated alternatives, such as Eclipse or Apache.
Another unanticipated lesson is that Microsoft-ecosystem
The Foundation also sees itself as being unique in that it will focus on cross-platform projects, filling a role that other existing organizations have not specifically targeted. At the same time, the Foundation is still looking at projects not as an end in themselves, but rather as testbeds upon which to try out Foundation legal tools, outreach efforts, and other concepts. Or as Mark phrased it, "They will be our guinea pigs." If they flourish with corporations as well as community members, the Foundation can point to them as success stories. If they don't, they can try and figure out what went wrong.
As a result, at this time the Foundation doesn't expect - or want - to get into the hosting business in a big way, even from the legal perspective. In contrast to Apache's c. 60 projects, the Foundation expects that it might have a half dozen by the end of the year (it currently hosts two).
Licensing Issues: Where will the non-Microsoft projects come from? According to Sam, while the first two projects have come from Microsoft, we can expect to see projects from other sources before the end of the year. He also expects that one or more projects will utilize the GPL2 or GPL3, with the first based on such a license likely to be announced within six months. At the same time, he acknowledges that there are still issues to be worked out to permit some existing FOSS projects to transition into Foundation projects, and that some of the rules originally contemplated for the Foundation would need to change in order to make this possible.
Recruitment: At launch, the Foundation announced two related financial details: the first was that Microsoft had pledged $1 million in funding to support the Foundation, and the second was that it would be seeking to recruit additional Sponsor Members to help bear the financial burden. One of my secondary recommendations was to reconfigure this plan, with Microsoft taking back 3/4s of its commitment and recruited sponsors making up the balance. The result would be that the Foundation would have greater credibility if its economic support was more broadly based than depending so heavily on Microsoft.
Sam tells me that discussions with potential Sponsor Members are continuing, and that one reason behind the emphasis on getting the technical program up and running has been to demonstrate the value proposition for membership in order to make a better case for sponsorship. He says that we can expect new Sponsor Members to be announced within six months.
Score Card: So how do I think the CodePlex Foundation has done so far? If measured by the Foundation's own original 100 day goals, I'd say about a B-. But if measured against a more realistic schedule, and assuming that everything happens in the next two to three weeks that Sam and Mark say they expect to happen, I'd raise that to a B+. More specifically, here's how I see progress against some key milestones:
Staffing: On a related note, and on the plus side, hiring new full-time, presumably non-Microsoft staff for the key positions is very important. And the Foundation has also decided to take another action that I had recommended: hiring an outsourced management company to serve a variety of needs, rather than having these functions staffed by Microsoft (the service provider is Virtual, Inc., a group I've worked with many times, and for which I have the highest regard). This will help provide more credible neutrality, as well as neutrality in fact, if the funding base of the Foundation broadens.
Technical Progress: While it would have been impressive to have seen a non-Microsoft ecosystem project accepted already, it looks like quite a lot of progress has been made in building out the procedural infrastructure of the Foundation. As I've previously noted in my Glass Half Full blog entry, I think that the Gallery concept the Foundation has come up with is a creative and effective one. Moreover, with the early acceptance of two projects, the "hands on" learning experience began before the 100 days had run out. Put all that together, and that's a record of solid accomplishment.
Messaging: One of the other criticisms I had mentioned early on was that I think the Foundation has done a poor job of articulating to the community, as compared to the corporates, why they should be interested and involved in what the Foundation plans to do. It's possible that this has improved in the one on one conversations, but from the perspective of the Foundation Web site, which remains its most accessible and presumably authoritative public face, I don't see that there's been much progress made. I do think that Sam has done a very good job in his interviews, and his running dialogue at Slashdot was a great idea. But while the Web site remains unmodified, that seems to me like a lost opportunity.
What's Next? One of the things that I find very interesting about the Foundation is its multidimensional significance in the ongoing evolution of open source in general, and Microsoft in particular. While I think that the Foundation hasn't done as good a job of marketing its value proposition to the community as it could, I think that there is value there that could be obtained on both sides, if it's done right. And if the Foundation can act as a point of additional contact between Microsoft and the community whereby Microsoft becomes more comfortable with
So my hope is that 100 days from now, the Foundation will have accomplished as many of the following milestones as possible:
- The new Boards will not only pleasantly surprise the community with their composition, but the Board of Directors will decide to expand itself and broaden representation further
- The new Board will also decide to adopt a true, as compared to a cosmetic, membership structure that will permit appropriate classes of participants to elect the Board
- One or more non-Microsoft ecosystem projects will be accepted, with at least one using a GPL license
- The legal model documentation, and particularly ownership guidelines, will truly accommodate FOSS on an equal footing
- Multiple Sponsor Members will join that are not closely-aligned Microsoft partners
How likely is most of that to happen? I have no idea. But I think that what the new Board of Directors does in the next three to six months will have a huge impact on the future of the CodePlex Foundation. If they blast out of the blocks and demonstrate (with their decisions, and not just their words) a true commitment to independence and transparency, then I think that the Foundation can become a valuable contributor to the evolving F/OSS landscape. If the new Board instead just muddles along, then the Foundation may still be able to provide real value to members of the Microsoft ecosystem, but I think they it will have a tough time earning the kind of "real player" reputation on the wider F/OSS landscape that might otherwise have been within its reach.
* * * * * * * * * * * * * * * * * *
A software code contribution agreement, new approaches to open source licensing, a project acceptance process, a first technology gallery and donated projects - these are among the early accomplishments of The CodePlex Foundation, the open source foundation publicly launched with support from Microsoft September 10, 2009.
Significant progress has been made against the Foundation's early goals, according to interim President of the Board of Directors Sam Ramji. "Our biggest accomplishment has been the development of a project acceptance process which enabled us to accept a gallery donation and also take on two projects," he said. "In addition, the Project Acceptance Guidelines document released in October set forth very strong guiding principles for the Foundation. A tremendous amount of work was done in a very short time."
Also in progress are changes to the Board of Directors and continuing evolution of the Board of Advisors, all with the intent of bolstering the Foundation's independence and value to commercial software companies, open source projects, and the open source community. "We are very nearly ready to announce a permanent board of five members; three are already in place, and final discussions are taking place with the remaining candidates, who are well-known in the open source community," Ramji said. "Expect to see the full permanent board - with significant changes to participants - announced in mid-January. We feel this is solid progress on a very difficult task."
Recruitment of permanent staff also is well underway, with interviews ongoing for Executive Director and Technical Director positions. "We are seeing top candidates," said Ramji, "People with open source backgrounds, experience in companies and non-profits, and deep ties to the technical community are eager to join us to make the promise of the Foundation reality - enabling the exchange of code and understanding among software companies and open source communities."
Still to be addressed is the creation of a Foundation Charter, a task Ramji and the interim board feel is best left to the soon-to-be-announced permanent Board of Directors and permanent staff.
"The first 100 days have been an incredible ride," said Ramji. "We have learned amazing things, received great advice from the Board of Advisors and, informally, from experts in the worlds of
The CodePlex Foundation is a not-for-profit foundation created as a forum in which open source communities and the software development community can come together with the shared goal of increasing participation in open source community projects. For more information about the CodePlex Foundation contact email@example.com