| Revision History | ||
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| Revision 0.1 | 2004-04-22 | esr |
| First draft. | ||
Abstract
Mission, procedures, roles, and job descriptions for OSI.
Table of Contents
This document describes roles and responsibilities for the Board, executive officers, and staff members of OSI. It is a supplement to the By-Laws, but in case of any conflict the By-Laws supersede it.
The open-source community is a movement or subculture defined by certain shared values and practices, relating primarily to software development, which are exemplified by the Open Source Definition. This community is historically rooted in and nearly coextensive with the Internet hacker culture, and may be viewed as the contemporary face of that culture. OSI exists and is chartered as a 501(c)3 nonprofit educational organization to serve this community in general and specific ways.
Most generally, OSI's job is to build bridges between the hacker culture and the mainstream, to educate the people who meet on those bridges, and to assist them in building bonds of practice and trust that can enable both groups to benefit from sustained cooperation.
Inseparable from the job of bridge-building is one of community leadership. To represent our community to the mainstream, we must both hold the trust of our community and be seen to hold that trust. We earn that trust by being effective wise(wo)men and influence leaders, helping the community find direction and response to challenges as they arise.
Our community expects and requires of us that we will not only lead on the tough issues, but that we will use our visibility and credibility to give the open-source community an effective voice in the larger world.
The most obvious mode of bridge-building has been our maintainance of the OSD and certification of open-source licenses. Since we took on this job in 1998, we have developed an enviable reputation as honest brokers between the corporate world and the hackers, trusted by both sides to maintain the social contract that supports their cooperation to the tune of billions of dollars of money and labor exchanged every year.
We have successfully led the community response to several serious crises, including Microsoft's attempts to discredit the GPL in 2001-2002 and the SCO lawsuit in 2003. We've also worked towards significant victories for open standards at W3C and elsewhere.
We have done remarkably well in the area of spokesmanship, establishing OSI as an upright and respectable “good-guy” organization which almost invariably garners favorable media coverage. These are achievements about which all present and former members of OSI can feel justly proud. Very few advocacy organizations with only six years of history have ever achieved as much.
However, in considering OSI's mission, it is important that we not confuse tactics with strategy or means with ends. License certification, important as it is, is a means not an end. So is successful PR. These tactics were not the entirety of OSI's founding mission, nor do they encompass all of our responsibilities today. Very concretely, these tactics would not include projects like the Open Source Awards which are clearly within the scope of OSI's charter objectives.
The discussion of roles and responsibilities in the remainder of this document, therefore, should not be read in light of a narrow set of specific objectives such as license certification or the OSAs. Rather, they should be read as operating procedures for an organization with a very general mission of bridge-building, leadership, and spokesmanship.
There are four categories of people associated with the OSI:
Executive officers
Non-executive officers
Board members
Staff
The executive officers are the President and Vice-President, who are also ex officio members of the Board. There are non-executive members of the Board, including (under the by-laws) two non-executive offices of Treasurer and Secretary.
OSI's staff members presently include a general counsel, a webmaster, and an area director for the Open Source Awards. Other positions may be added in the future.
The Board's job is to make policy and provide oversight of the executive. The executive officers' job is to execute policy and manage OSI's personnel and operations; the executive officers report to the Board. Staff members discharge specific responsibilities delegated to them by the executive officers and report to the executive officers.
Authority flows from the Board as a whole to the executive officers to the staff, as diagrammed below.
┌───────────┐
│ Board │ (Policy)
└───────────┘
↓
┌───────────┐
│ Executive │ (Execution)
└───────────┘
↓
┌───────────┐
│ Staff │ (Support)
└───────────┘
The President and Vice-President have a dual role. In their capacity as members of the Board, they are expected to shape policy; the President, in particular, chairs the Board and is thus by design of the By-Laws expected to lead the entire organization. However, when they act as executive officers of OSI they do so with authority delegated to them by the Board in accordance with OSI's By-Laws, and are subject to oversight and reversal by the Board as a whole.
In general, however, the three tiers are separate: Board members cannot hold staff positions, because experience within OSI itself and at other nonprofits has shown that this leads to confused lines of authority and systemic problems.
Here is what is expected of each member of OSI:
Participate in Board meetings; decide policy (formally by majority vote, traditionally by consensus.).
Exercise oversight of the executive positions (president and vice president). Any executive decision can be overridden by a majority vote of the board members at the next board meeting.
Create and abolish staff positions, by majority vote.
Help organize and participate in fundraising activities.
Represent the policy of OSI to the community.
A board member may speak “for OSI” when he or she is expressing an opinion on an open-source-related issue and has confidence in the consensus of the Board. However, Board members do so subject to the correction of the entire Board, should be extremely wary of making individual statements that commit the OSI to a course of action or to one side in a heated controversy, and should in any case notify the Board of any such representation.
Board members are not required or expected to be directly involved in everyday operations or management decisions, though the executive officers may (and often will) seek their advice.
The President of OSI is the chief executive officer of the organization and a member of the Board. In addition to the normal duties of a Board member, his responsibilities include the following:
Provide thought and policy leadership. The Board disposes on policy, and it has been our tradition to be open to creative suggestions from the community, but it is specifically the President's job to develop and propose initiatives in the service of OSI's mission.
Speak for OSI in critical rapid-response situations (e.g. when we must respond to some development within a news cycle and there is no realistic prospect that a quorum of the Board can be assembled).
More generally, the President has principal responsibility (either personally or through his delegates) for communicating OSI's policies and decisions to the rest of the world.
Management of operations, including engagement and dismissal of staff. The President, as chief executive officer, is OSI's ranking manager under the Board. He reports to the Board, but all staff report to him.
The Vice-President is the deputy executive officer of OSI.
The Vice-President wields executive authority when the President is unavailable, or (as with the President) in immediate response to a crisis, or as otherwise delegated to him by the President.
The Vice-President performs the duties of Treasurer and Secretary if no non-executive officers have been appointed to those roles.
While it is not a requirement of the job, we have a tradition that the Vice-President organizes meetings.
The Treasurer is a non-executive officer of OSI, appointed by the Board.
The Treasurer's job is to manage OSI's bank account. He shares with the executive officers signature authority over that account.
The Treasurer's duty includes reporting regularly to the Board on the state of OSI's finances.
The Secretary is a non-executive officer of OSI, appointed by the Board.
The Secretary's job is to keep minutes of Board meetings, and to publish them in the customary and appropriate ways required by law.
Staff positions are created and abolished by majority vote of board members.
Staff positions are filled and emptied by executive decision.
Staff members report to the executive, or to the executive's delegate (a specific board member designated by the President or Vice-President).
Staff members who fail to perform tasks assigned to them by the executive officers are subject to termination by the executive officers.
The general counsel is a staff member. His duties include:
Advising the executives (and, on express invitation, the Board) on legal issues relating to the OSI's mission, operations, and policy.
Filing the legally required paperwork to maintain OSI's 501(c)3 status.
Representing OSI in legal matters, or arranging representation by qualified outside counsel and liaising with them.
The webmaster's duties include:
Publishing on the OSI website such materials as the executive officers direct.
General maintainence of the website, including periodic stale-link audits and first-line responses to user feedback.
Bringing to the executive officers' attention materials that are suitable for publication or linking on the website.
Digesting user feedback and forwarding recommendations to the executive officers.
The webmaster is specifically granted leeway and encouragement to find and link materials relevant to the OSI mission without having to check every emendation with the executive officers.
From time to time, the Board may authorize a special project. An area director is a staff member appointed by an executive officer to oversee that special project. An area director designation will be appropriate when the project is a more or less self-contained whole and can be run independently of OSI's other operations.
Area directors have responsibilities negotiated on a project-by-project with the executive officer they report to. Usually this will include reporting to that executive on a regular basis.
Currently there is one area director, for the Open Source Awards, John Graham-Cummings. There may be more in the future.