Regarding @fontana’s “four planks”, I had two questions:
What do you think repealing the OSAID would achieve, beyond leaving even more free ground for Meta to run with their “open source AI” ads? If you think it is currently missing the mark, isn’t evolving it a better strategy?
The idea that a functioning board should disagree in private but support the group-voted decisions in public (what you call the “code of silence”) has been standard practice in a lot of non-profit boards I’ve been involved in. In a staff-driven organization, the board is there to provide oversight and strategic guidance to the organization staff. How is publicly complaining about voted decisions going to help the staff? How is that not going to hurt the organization you have a fiduciary duty to care for?
The idea that a functioning board should disagree in private but support the group-voted decisions in public (what you call the “code of silence”) has been standard practice in a lot of non-profit boards I’ve been involved in. In a staff-driven organization, the board is there to provide oversight and strategic guidance to the organization staff. How is publicly complaining about voted decisions going to help the staff? How is that not going to hurt the organization you have a fiduciary duty to care for?
To be clear, the Platform calls for this provision to “be reformulated with less sweeping and more conventional language”. I know you have more experience with nonprofit boards than I do, but based on my research and discussion with some people experienced specifically in FOSS nonprofits, I do not think the language used here is commonly found in board agreements. Part of the concern is that it is too vague and overbroad.
For example, suppose the OSI adopts another plank of the Platform, the long overdue adoption of a process for review of previously-approved licenses. The board agreement implies that board members cannot participate in this review other than possibly in an obstructionist way, because board members are self-barred from publicly admitting to the possibility that any past decision of the OSI board was in error.
It ought to be possible for a board member to publicly express respectful dissent as to some issue that has been decided by the board without that taking the form of “complaining”. I don’t see why the choice has to be between putting on a false show of public unanimity or resigning - and resignation over a policy disagreement itself has costs for the organization and its staff.
I refer readers to the Platform which provides a number of reasons for the call for a reformulation of this one element of the board member agreement.
If your intention is to reformulate, then perhaps you should use less inflammatory language than “remove code of silence” as your plank.
You hypothetical is also not possible. The board agreement says “Disagree during Board deliberation but support publicly all Board decisions, especially those that do not have unanimous consent.” There is no “Board decision” when discussion of licenses is occurring on license-review, so there is no “Board decision” to disagree with. If, however, you disagreed with the Board’s vote on whether or not to approve a license, that is the point in time when you would have to refrain from publicly disagreeing with the Board decision.
I might also suggest that you assume good intent and compassion are behind everything the Board does. No one will try to “gotcha” on technicalities.
The hypothetical is possible because one can imagine discussion of a previously-approved license on license-review (or license-discuss), particularly if it is part of a formal review process for previously-approved licenses. In the past I (and others) have suggested publicly that certain specific licenses were likely approved by the OSI in error, or have come to be erroneous (as it were) with the passage of time. It seems that the board agreement would prevent a board member from making such a comment publicly. I get that maybe the board would not be likely to literally enforce the board agreement provision in that situation but that just seems to suggest to me that the board agreement provision should be reformulated to better match the reality.
“Disagree and Commit” is a pretty common standard in the corporate world, and ensures robust discussion before a decision but commitment to the decision after:
[FWIW I used to work for a company where it was a company value – and may have originated within that company]
I do think that’s an area where you should be considering whether to voice your criticism publicly because it might implicate much larger policy issues. What if you express a concern that the GPL isn’t open source because copyleft is too much of a restriction? Isn’t that a Board judgment call to make, not yours?
A requirement that you not publicly criticize Board decisions is a good reminder to consider all of your public statements to make sure you are not negatively affecting the OSI.
Generally speaking, I find that the Board Agreement is well-rounded and helps support OSI’s Mission, Core Values and Commitments as stated. Specifically related to the following:
Disagree during Board deliberation but support publicly all Board decisions, especially those that do not have unanimous consent
I feel that presenting a respectful, unified front is critical to help maintain the reputation and trust of the OSI. Inevitably, especially with hot topics, a board member may be put in a position of expressing public dissent. But I feel that any public dissent should be respectful while still supporting the process of getting to a vote / answer / action. Presenting views publicly that cause disruption, reputational harm, and /or puts the Board at risk (D&O insurance triggers), are not acceptable.
“Disagree and Commit” is a common practice in our professional life, including here. While I agree with some opinions and disagree with others, democracy ensures that a final decision is made collectively. Gen-Z may find it difficult to accept, but as the agreement evolves over time to align with new norms, it remains effective for now.
some of the organizations that found:
Amazon – as a leadership principle to encourage debate but ensure fast decision-making.
Google – Known for fostering open discussion while expecting employees to align with final team decisions.
Netflix – Encourages open debate but expects employees to support the chosen strategy once a decision is made.
I worked 20 years at Intel, where it was also used. There is some question about who came up with the concept, possibly Scott McNealy, possibly Andy Grove. I think it has become pretty common in USA-based high tech companies.
If we repeal the OSAID, we may inadvertently open the door for big companies like Meta to take advantage of the situation. This could stifle competition and hinder innovation rather than encourage it. Instead of scrapping the current regulations, it would be more beneficial to update and improve them to better meet their intended goals.
When it comes to how a board functions, it’s important to remember that having disagreements behind closed doors can lead to productive conversations. However, showing a united front in public is crucial for maintaining team cohesion. If board members publicly criticize decisions, it could really hurt staff morale and trust, which in turn could compromise the stability and effectiveness of the organization. Striking a balance between being transparent and supporting one another is essential for everyone involved.
I’ve read the Board agreement and don’t see any issues with it, so as a candidate would not advocate changing it (although am of course willing to listen to other Board member’s thoughts on ways it could be improved).
As mentioned in comments above, I believe that “disagree and commit” is a good model for decisionmaking and decision implementing, it is a system under which I worked for many years, so think that the specific part of the Board agreement that allows internal but not external disagreement by members of the Board is a good policy and would advocate that it be retained.
Thank you for this discussion! Issues around the OSAID are the public-facing matter I’ve found most concerning since my departure from the board, so I’m glad for some discussion of it in light of the board elections, but it’s not something I’ve spent time participating in or writing about, so I’m going to set that aside and focus on the Board Agreement.
When I joined the board in 2016, we were a dysfunctional team that was incapable of appropriately directing and supporting our small-but-mighty staff. No doubt there were many things contributing to that, but the most salient issue for me was a lack of alignment around professionalizing the organization. And by professionalizing, I don’t just mean move from working board to supervisory board.
The board needed to do a lot of self-work: in navigating disagreement, in establishing institutional knowledge, in on-boarding, in succession planning and leadership development, etc.
I believe the introduction of the board agreement was a major contributing factor to getting the org back on the rails. And the “disagree and commit” portion is of particular significance given how failure to do so in the 2010s was a big reason that OSI was caught on its back foot when we saw the pace of “rights ratcheting” pick up steam in 2018.
It may well be that the board agreement merits refinement (because what doesn’t, really?) but I want to be really clear – as one of the key players who helped usher in a more functional OSI – that I believe presenting a united front as a board is a common practice for very good reason.
This isn’t to say that disagreement should NEVER be made public, but that it should be seen as an escalation to be pursued only rarely and with great care.
For example, given a divided board that needs to bring in more perspectives, I’d like to see them publish a joint statement sharing what they are grappling with and the differing views they are trying to reconcile. But I’d be very concerned if individual board members resorted to using their personal blogs or the press to try and push the board itself in a certain direction – unless we’re talking about matters of grave impropriety or abuse in which case it would seem appropriate to behave like a whistleblower.
Disclaimer: the board agreement was not in effect when I was on the board many years ago.
@fontana this discussion on the board agreement remains very vague to me. It seems that, on the basic underlying principle, all candidates (at least those who participated here thus far) are in agreement. The qualms are hence in the details of how it is formulated: “too strongly” (my interpretation, not direct quote), according to you.
If I got this right thus far, can you please propose an alternative formulation of the “disagree and commit” principle for the board agreement that you would consider appropriate? Otherwise it really seems to me that we are discussing for nothing.
Nor when I was on the board (which overlapped with your time on the board).
I’m not sure about this. I think we can probably all agree that a board member should only publicly disagree with a major contemporaneous decision of the board in the most unusual circumstances.
I must say that I reject this notion of “disagree and commit”, however, in this context. As far as I can tell from some of this discussion, it is a concept that is specifically associated with employee (not board member) conduct in certain tech companies headquartered on the west coast of the US. As such I think it has no place in this discussion. The idea that the OSI should be modeling its board governance on Sun Microsystems’ policies prohibiting employee dissent or whatever is somewhat concerning to me.
Say what you want about Bradley Kuhn but he’s more experienced in issues relating to FOSS nonprofit governance than probably the rest of the candidates combined, so it’s unfortunate he can’t participate in this discussion. In an early draft of the Shared Platform for OSI Reform, not as far as I know reflected in the commits in the Codeberg repository, there was a longer version of the current plank concerning the board agreement that included some proposed language by Bradley. I was responsible for suggesting this not be included in the Platform because I thought it made the Platform too long and wordy. That may have been an error and I’ll see whether we might revise it to include a proposed reformulation.
I agree it’s unfortunate, but he can participate, he just has to become a (free) member (of the organization he is running to become a board member of!). He chooses not to participate.
FWIW, I have learned about the expression “disagree and commit” from @McCoy_Smith in this thread. Upon first exposure, it seemed to me something reasonable also in a non-profit world, where in general one would want to publicly defend the organization they are governing even in case of internal minor disagreement. In case of major disagreements, the board member would probably just resign. It’s certainly a course of action I’ve been “naturally” following myself when participating in non-profit boards (both OSI and others), even when it was not formally prescribed.
But aside from where the term comes from, I’m really just trying to understand, as a voter, what’s the proposed alternative here.
I agree Bradley should be able to participate in the debate here. The main inconsistency here is that he is not required to be a (free) member of OSI to run as an affiliate candidate, but then cannot participate in the campaign here without becoming one. It really doesn’t make sense. I suggest that OSI creates discuss.opensource.org accounts for all affiliate candidates, and possibly also for all affiliate representatives, as relevant stakeholders in the election.
PS I had to edit the last paragraph, because a separate reply to @ttx was not allowed, due to it being “consecutive” to this message. Apologies for the inconvenience.
I’m honestly surprised that we even have to discuss this. It seems quite odd to me that someone would choose to run for election without being a member — even if I understand that an affiliate can technically submit an application on their behalf. What’s more concerning is that a candidate appears to have such strong principles preventing them from becoming a free member and creating an account to access this forum. I never imagined OSI membership could be seen as some kind of kryptonite for a candidate.
Requiring candidates to be members in order to access a forum specifically for members is far from unreasonable. If the candidate is not elected, they could simply request to terminate their free membership and have their account deleted.
I strongly agree with you. One important aspect to consider is that even a minimal financial contribution, such as $1, adds a level of accountability and transparency to the candidacy process. Financial transactions are inherently tied to KYC procedures, which help verify the authenticity of candidates and serve as a basic security measure.
Of course, there are ways to bypass this, such as using someone else’s payment method, but that falls into a different discussion. The key point here is that requiring candidates to be paid members strengthens credibility and ensures a more serious commitment to OSI’s mission.
For these reasons, I strongly support the idea of candidates being paid members as part of the election process.