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OpenSSF Policies and Procedures.md

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OpenSSF Policies and Procedures.md

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OpenSSF Policies & Procedures

Preamble

The Policies and Procedures (P&P) document how decisions are made, committees form and behave, and how all the other day-to-day work needs to happen. Documenting all the P&P in one place provides the following benefits:

  • Slow moving charter is separate from faster evolving P&P.
  • P&P can more easily evolve to the complexity of the growing organizational architecture of participation.
  • All committees get the benefit of evolving participative organizational knowledge.
  • The P&P are consistently documented.
  • It’s clear in a large organization that ALL committees are created by a board resolution that sets scope, initial membership, and any delegated authority, and then behave the same way.

These P&P are not intended to be templates for committees and other subgroups to use and edit. They are the P&P that apply to all. Differences from the P&P between committees (or TAC WGs for example) should be noted in the formation decisions of their parent organization.

Governing Board

Committees

The Governing Board creates committees to carry out operational work. A committee can either be a standing committee that exists at all times (although it may only meet as needed), or an ad hoc committee that is created to accomplish a specific task (e.g., create a report) and possibly for a fixed period of time.

Committee Creation/Dissolution

  1. The GB creates committees by a resolution and sets their type (standing or ad hoc), scope, and mission or expected outcomes in a resolution. As well, the GB can delegate authority in the specific charter to the committee for decisions/work that does not require GB approval.
  2. Ad Hoc committees cease to exist once their task is complete and delivered to the GB or time limit has expired. The GB can extend the life of Ad Hoc by resolution.
  3. The GB can dissolve a committee by resolution.
  4. Committees inherit rules for quorum and voting from the GB.
  5. Committees are expected to report regular status to the GB.

Committee Membership

  1. The GB calls for initial member volunteers as they form the committee. Every Premier Member is entitled to appoint one representative as a voting committee member. Only premier members can be voting members.
  2. The list of voting committee members is recorded and maintained by LF staff for roll-call at the beginning of meetings to establish quorum, and for voting purposes (whether in meetings or by electronic means). To maintain voting privileges, committee members must attend 2 of the last 3 meetings.
  3. Newly joined (to OpenSSF premier membership) representatives may be added to a committee voting membership if they have attended the previous two meetings and have sufficient committee function context.
  4. The voting membership is representative of the premier member company, not the individual. A voting member of a committee can send a delegate to act as their voting representative to a meeting. The delegate needs to identify themselves (who they are and who they are attending on behalf of) during the roll call at the beginning of the meeting. Scheduling conflicts may happen but that shouldn’t mean automatic loss of votes, delegate assignment conveys the interest of the member despite conflicts.
  5. Member representatives can be replaced by their appointing Premier Member by notifying LF staff of the change in personnel.
  6. A Premier Member (or their representative) can resign their committee position by notifying Linux Foundation staff.
  7. If a voting committee member is deemed to be dormant and unreachable, then the rest of the voting committee members can vote to remove the member. Dormant is defined as having missed 5 consecutive meetings without sending a delegate.
  8. The GB can appoint non-member specialists to a committee in special cases. Such special cases should be recorded in the formation GB resolution. These specialists will act as subject matter experts, but may not have voting rights except as defined in the charter (currently limited to premier members).
  9. General members can send representatives to committees to participate, but they are non-voting members of the committee.
  10. Premier members can have more than one representative of the company attend committee meetings, but only one will be a voting member.

Committee Officers

  1. The committee elects a chairperson.The committee can elect co-chairs or vice-chairs as they see fit. These roles are collectively known as the committee officers.
  2. Officers must be voting members of the committee.
  3. Elected positions serve for a year or until their successors are elected. A committee member serving in a position can be re-elected in subsequent years.
  4. LF staff run the election (gathering candidate nominations, running the ballot, announcing and recording the outcome) in a reasonable manner.
  5. The election calendar should be in the Fall, coordinating with LF staff to manage the workload of running elections.
  6. The chairperson is responsible for calling the meeting, setting and publishing the agenda before the meeting, and running the meeting.
  7. The chairperson is responsible for providing regular status updates to the GB. If the chairperson is invited to attend other committee meetings or the GB, they do so as a guest without voting privileges.

Meetings

  1. The Committee determines the frequency of meetings to get their work done. For example, a Code-of-Conduct Committee might only meet (in camera) if there are code-of-conduct reports to discuss, while a Marketing Committee might meet every other week.
  2. A closed meeting includes only voting members of the committee. For transparency, most meetings should be open unless there is a compelling reason to have a closed meeting. An example of why a committee may choose a closed meeting is if a confidential situation arises (e.g., a Code of Conduct report).
  3. Committee meeting attendees will be recorded as well as any decisions, recommendations, and reports out of the committee to the GB.
  4. All committee artifacts (e.g., minutes, reports, etc.) will be recorded by LF staff and available to any GB member, unless explicitly kept private due to the sensitive nature of the work (e.g., artifacts pertaining to a code of conduct discussion).
  5. While minutes covering attendance and decisions should be recorded, minutes of a Committee need not be approved by the Committee.

Committee Work

  1. A committee organizes their work as they see fit. For example, a committee can create required subcommittees to organize their work or engage specific communities (e.g., the DevRel Subcommittee under the Marketing Committee) or work towards specific tasks (e.g., prepare a conference report).

Additional Committee Voting Policies

  1. Quorum is at least 1⁄2 of all voting Members (when voting either synchronous in a meeting or asynchronous by email).
  2. A vote passes if it passes by a majority of eligible voters (more than 50%) participating in the vote. Voting may be done asynchronously (by email), but in that case the voting period must be no less than 2 full US non-Federal-holiday business days or it must be approved by 50% of all eligible voters in the committee.

General Member Representatives

  1. The Governing Board determines the election process for General Member Representatives to the GB.
  2. The GB: a. Requests LF staff to run a formal call for candidates within the candidate pool of General Members with a reasonable 1-2 week period for candidates to identify themselves. b. Following the collection of candidates, LF staff run a Condorcet vote amongst the General Members, and announce the winner to the General Members and GB.
  3. General Member Representatives serve for a year or until their successors are elected
  4. A General Member Representative can stand as a candidate for election in subsequent years.
  5. The election calendar should be in the Fall, coordinating with LF staff to manage the workload of running elections.
  6. If a General Member representative to the GB resigns their position, and there are still at least N months left in their term, the member with the next most votes can finish out the term. If that subsequent member on the list cannot serve for any reason, the member getting the next most votes is selected, and so on. If no member from the original election is able to finish the term, then General members should hold a new election.

Amending the Policies & Procedures

The OpenSSF Policies & Procedures may be amended by a two thirds vote (excluding abstensions) of Governing Board members in good standing per section 7.a.i.

  • Store in the GC github, and document pain points and suggested improvements in pull requests and issues
  • Review semi-annually, or as a priority ad hoc issue arises
  • If updates are raised, plan to make quarterly releases of updates that are raised in line with quarterly board meetings. As the GB P&P process is newly adopted, there will most likely be a flurry of activity to address, and the review / release process will go into more of a maintenance review cadence.
  • As ongoing work is requested, GC chair should coordinate with the GM (who will recommend the appropriate staff to participate), TAC Chair, Committee chairs, plus other interested board members and relevant SMEs. Work should be prioritized, accomplished asynchronously from the GC meetings, with updates on work progress in the GC meetings. An ongoing list of clarifications to use as a starting point: Intro to OpenSSF Charter, Policies, and Procedures - Google Docs.
  • GC will make recommendation vote to update P&P language, with lazy consensus by the GB