The document discusses open source governance and moving open source projects to foundations. It provides examples of open source projects, like Vert.x, that faced governance issues when associated with a single company. It outlines options for governance models like staying independent, forking, or moving to a foundation. Foundations discussed include Software for Public Interest, Software Freedom Conservancy, Outercurve, Apache Software Foundation, and Eclipse Foundation. The document compares services foundations offer around governance, IP management, infrastructure, and community support. It emphasizes that good governance through a vendor-neutral foundation can provide predictability and encourage open collaboration for open source projects.

1. Eclipse Foundation
Why Does Open Source
Governance Matter?
Ian Skerrett
Eclipse Foundation
01/05/2013 1

2. Eclipse Foundation
Open Source Has Won
#1
01/05/2013 2

3. Eclipse Foundation01/05/2013 3

4. Eclipse Foundation01/05/2013 4
Source: 2013 Future of Open Source Survey

5. Eclipse Foundation01/05/2013 5
Source: 2013 Future of Open Source Survey

6. Eclipse Foundation01/05/2013 6
Source: 2013 Future of Open Source Survey

7. Eclipse Foundation
We Know ‘Most’ of the Following
Licensing
Usage
Policies
(Procurement)
Business
Models

8. Eclipse Foundation
Open Source Maturity Model
0. Deny
1. Use
2. Contribute
3.Champion
4.Collaborate
5. Redefine
Scope
Time
Value Captured
Value co-creation
Value capture
Business DrivenEngineering Driven
01/05/2013 8

9. Eclipse Foundation01/05/2013 9
Collaboration
Requires Trust

10. Eclipse Foundation
Good Governance
Creates Trust
Art Source: lumaxart
01/05/2013 10

11. Eclipse Foundation
Project Stages: Individual
Developer
starts
project
Project
becomes
successful
Questions of
control and
ownership

12. Eclipse Foundation
Vert.x Example
Dear Vert.x Community,
As many of you already know I left VMware at the end of
December and started at Red Hat last week.
In the spirit of open source and as a commitment to the Vert.x
community I had expected (perhaps naively) that VMware
would continue to let me continue to administer the Vert.x project after
I had left their employment.
On the 28th December I received a letter from VMware lawyers
(delivered to my door in person, no less!) that I must immediately give
up and transfer to VMware all administrative rights over the following
things: The Vert.x github project, the Vert.x google group, the
domain vertx.io and the Vert.x blog.
Source: Tim Fox, Vert.x Google Group

13. Eclipse Foundation
Project Stages: Corporate
Company
starts a
project
Project
becomes
successful
Competitive
landscape
issues

14. Eclipse Foundation
Project Stages: Corporate 2
Company
starts a
project
Project
becomes
successful
Company
Changes
Strategy

15. Eclipse Foundation
Examples
01/05/2013 15

16. Eclipse Foundation
Governance = Who Is In Control
IP Ownership Control
– Copyright, Trademark, License
Development Control
– Who controls the code repository
– Who makes the decision on project releases and
functionality
– Platform support

17. Eclipse Foundation
Governance Questions
How are decision made?
Who is final authority?
What are the business motivations
of the final authority?

18. Eclipse Foundation
GOVERNANCE SOLUTIONS?
01/05/2013 18

19. Eclipse Foundation
Vert.x Options
1) "Netty-style solution". In this solution almost everything continues as-is. The
only difference is a CLA is crafted that grants rights of the contributions not to RHT
or VMW, but to the "Project". This would require VMWare to grant a perpetual
license to the "Project" for use of the name Vert.x.
2) Fork. We wouldn't have permission to use the name 'Vert.x' so we'd have to
rename the project. That means removing all references to 'Vert.x' from the
code, documentation, and other materials. We'd also lose the current github
issues, the wiki, the blog, Google Group and domain. This would not require any
permission from VMware.
3) Move project to Apache Software Foundation. This would need approval from
ASF and VMware.
4) Move project to the Eclipse Foundation. This would need approval from the
Eclipse Foundation and VMware.
Tim Fox - Vert.x Google Forum – January 10, 2013
01/05/2013 19

20. Eclipse Foundation
Governance Options
1. Fork
2. Status quo
3. Create a legal entity for the ‘Project’.
- Create a Foundation
4. Move Project to a Foundation

21. Eclipse Foundation
?
01/05/2013 21

22. Eclipse Foundation
Status Quo: Individuals
Something that isn't a legal entity can't
hold copyright. I do see frequently that some Free
Software projects have notices say Copyright, The
Project". However, if "The Project" isn't a legal entity in
some jurisdiction somewhere in the world, that's probably
not a valid copyright notice, and I recommend against
using it.
Bradley Kuhn
Vert.x Google Group
January 10,2013
01/05/2013 22

23. Eclipse Foundation
Status Quo: Corporate
01/05/2013 23

24. Eclipse Foundation
Creating a Foundation
01/05/2013 24

25. Eclipse Foundation
Goals of Creating a Foundation
No special status
Long-term stability

26. Eclipse Foundation
Incorporation
• Incorporation
– 501.c3 (a charity)
– 501.c6 (trade association)
• Write Bylaws
• Selecting Board of Directors
I wanted to keep the project neutral. However, in
Korea, it is pretty difficult for an individual to
found a non-profit.
Trustin Lee, Netty Project Leader
Vert.x Google Forum, January 10, 2013

27. Eclipse Foundation
Agreements
• Membership Agreement
• Open Source License Selection
• Contribution and Committer Agreements
• Trademark Guidelines

28. Eclipse Foundation
Setup
• Development Process
– How are committers determined
– How are technical decision made for the project
• IT Infrastructure
– What forge will be used?
• Financials
– What is the budget
– Professional staff or volunteers
– Funding model: donations, memberships, other?

29. Eclipse Foundation
Ongoing Operation
• Filing taxes
• Maintain infrastructure
• Fundraising

30. Eclipse Foundation
Pros and Cons
• Pros: Determine your own destiny
– Create your own rules to fit your community
• Cons: Time and Cost
– Legal costs
– Time to setup and gain agreement on governance
of the project and legal agreements
– Difficult in many countries
– Ongoing work

31. Eclipse Foundation
MOVE TO A FOUNDATION
01/05/2013 31

32. Eclipse Foundation
Types of Foundations
Self-service
Foundations
• Software for the
Public Interest (SPI)
• Software Freedom
Conservatory (SFC)
• Outercurve
Community of
Practice
• Apache
• Eclipse

33. Eclipse Foundation
Differences: Services Offered
Governance
Development processes
IP Management rules
IT Infrastructure
Community development
Pooling financial resources

34. Eclipse Foundation
Charity (501.c3) vs Trade Association (501.c6)
“… Mike has noted in his posts that Eclipse focuses on interacting
with the for-profit industry, which is what trade associations like
Eclipse (and Linux Foundation, too) are for. They do a good job at
this task, and if your project's main goal is to interact with
for-profit companies, then a trade association
solution as a fiscal sponsor is probably right.
By contrast, non-profit charities like SPI and Conservancy focus
on benefiting the general public. Every time a member
project at Conservancy wants to do something, the question I ask is
whether the plan helps make the software better (more
available, more usable, etc.) for everyone in the general public. It's
not that charities *ignore* the for-profit corporate
user base, but rather we focus first on
the *individuals* who use and develop the software. ”Bradley Kuhn
Vert.x Google Group
Jan. 10 2013

35. Eclipse Foundation
Governance of Foundation
• Charity vs Trade Association
• Stakeholders/Membership (Board membership)
• Meritocracy
• Independent Advisors / Professional Staff

36. Eclipse Foundation
IP Management
• License selection and compatibility
• Copyright aggregation (or not)
– CLA
• IP due diligence
• Committer records
• Trademark ownership

37. Eclipse Foundation
IT Infrastructure
IMO, any neutral foundation we go with should provide
a) Hosting for git repository, mirrorable to the _current_
project at github. Please no svn, cvs or mercurial
b) Hosting for issue tracker. JIRA preferred. Don't like
bugzilla.
c) Hosting for mailing lists
d) Hosted for project web site
e) Hosting for downloads
f) Hosting for public module repository - in Vert.x 2.0 this is
likely to be a Maven repository.
g) Ability to use external CI, e.g. CloudBees or Travis
h) Can accept pull requests via github
Tim Fox
Vert.x Google Group
January 13, 2013

38. Eclipse Foundation
Software for Public Interest
Services Offered
Governance 501.c3
Individual and organizational membership
Development Process Project Defined
IP Management Rules Project Responsibility
IT Infrastructure Project Responsibility
Community Development None
Pooling Financial Resources Yes, accepts donations on behalf of the
project
01/05/2013 38

39. Eclipse Foundation
Software Freedom Conservatory
Services Offered
Governance 501.c3
Professional Staff
Development Process Project Defined
IP Management Rules • Hold assets on project behalf
• Contract negotiations
• FLOSS copyright enforcement
IT Infrastructure Project Responsibility
Community Development Conference logistical support
Pooling Financial Resources Yes, accepts donations on behalf of the project
01/05/2013 39

40. Eclipse Foundation
Outercurve
Services Offered
Governance 501.c6
Corporate membership
Professional staff
Development Process Provides guidelines and best practices
IP Management Rules Contribution and assignment agreements
License agnostic
Trademark ownership
IT Infrastructure Project Responsibility
Community Development Events, press support, mentorship
Pooling Financial Resources Yes
01/05/2013 40

41. Eclipse Foundation
Now that I've gone through the whole thing, I
see that if one really takes this to the logical
conclusion, you'll go the way toward
Apache/Eclipse style mechanisms. But
then, one shouldn't have to make the whole
leap in one go, right?
Kohsuke Kawaguchi
Source: Vert.x Google Group
January 10, 2013
01/05/2013 41

42. Eclipse Foundation
Apache Software Foundation
Services Offered
Governance 501.c3
Individual membership
Volunteer operated
Development Process The Apache Way
IP Management Rules • Contribution agreements
• Trademarks
• Committer Records
• Apache license requirements
IT Infrastructure Apache hosted forge
Community Development • Project Mentors
• Conferences
Pooling Financial Resources No
01/05/2013 42

43. Eclipse Foundation
Eclipse Foundation
Services Offered
Governance 501.c6
Corporate and Individual Members
Profession Staff
Development Process The Eclipse Way
IP Management Rules • IP Scanning
• Trademarks
• Committer Records
• Eclipse license requirements
IT Infrastructure Eclipse hosted forge
Community Development • Project Mentors
• Conferences
• Press support
• Marketplace
Pooling Financial Resources Yes
01/05/2013 43

44. Eclipse Foundation
Why Does Open Source Governance
Matter?
Vendor Neutral
+
Predictability
=
Open Collaboration
01/05/2013 44

45. Eclipse Foundation01/05/2013 45
Questions
Ian.Skerrett@eclipse.org
Twitter: @ianskerrett