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openSUSE:Foundation Proposal - First Discussion Draft

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Note: This text is a copy of the original email by Simon Lees on behalf of the Board, originally sent to the project mailing list on Wed, 19 Jun 2019 22:55:36 +0930 (Source)

Hi All,

During this years face to face board meeting, the board started more serious work / discussions in relation to an openSUSE Foundation, to most people reading this list including our meeting minutes or who were at the openSUSE conference this comes as little surprise.

The during the meetings the board put together a "Discussion Document" that outlines a proposed framework of what the board considers would be the best way to form an openSUSE foundation, what would change, what would stay the same and what we would require from our biggest partner SUSE.

While the board is yet to formally present and start discussing a version of this document with SUSE management (we will do so in the coming days), we have discussed the content face to face with high levels of SUSE's management and at this stage have general in principle support to move forward in this direction. So the board would be very surprised if we were told to go back to the drawing board and start again. Having said that much of the detail is still up for discussion and will be worked through over the coming months so the board welcomes any feedback from the community.

Foundation Proposal First Discussion Draft

Introduction

The Board has spent most of it's annual F2F meeting with the continuation of the ongoing discussion about openSUSE's lack of having/being a legal entity ot it's own. This topic has been out there almost as long as openSUSE exists, but has returned on the board's table after the sale of SUSE, and some incidents where not having a legal entity appeared to be an issue. SUSE and openSUSE share common roots, history and values. Our current working relationship is a mutually beneficial "win-win" which we wish to preserve while simultaneously extending openSUSE's ability to take more actions on it's own. There is no desire for any increased distance between SUSE & openSUSE, but to add more capabilities to the openSUSE Project in addition to the status quo. Of particular interest is enabling openSUSE to be able to receive and provide sponsorships (in terms of money, hardware, or contracted services). Currently such agreements can only be handled by SUSE, which can discourage and complicate arranging such sponsorships with other organisations. The primary purpose of the Foundation is to enable and support the openSUSE membership and community efforts in all activities of the openSUSE Project

Motivations

  • Partnering with organisations outside of SUSE
  • Receiving donations
  • Being able to spend money on behalf of openSUSE
  • Being able to sign contracts with venues, service providers, or other partners

Proposed Charter

openSUSE Foundation is a legal entity having been founded on the date of xxxxxxx with the following identity: yyyyyyyyy. The Foundation, in terms of an entity, should be considered to be distinct from the software development projects and the promotional activities that it supports, steers and sustains. The openSUSE Foundation is a not for profit organisation that believes in empowering its Contributors so that the user community can benefit from the best, most-sustainable and most-innovative open source software. To achieve this, most of the daily work is performed by the Foundation's Contributors. Nonetheless, certain bodies or committees will be in charge of work when the decision-taking requires extraordinary decisions, litigation, conflict resolution, funding, treasury, strategic technical decisions, strategic technical guidance, and general guidance on orientations. In principle, the processes, discussions and decisions of openSUSE Foundation, of its Committees, of its Board and of its Officers are public, and decisions are taken in a rational and transparent manner.

Proposal Summary

  • The Board request that SUSE provide capital stock and help to setup the foundation
  • The Board request that SUSE provide 1 or 2 FTE staffing to handle the admin work of the foundation alongside the existing work it does managing the TSP etc
  • The Board is open to any discussion regarding bylaws or statues to codify and guarantee the ongoing productive relationship between SUSE & openSUSE
  • The openSUSE Foundation board will take over the role of the current openSUSE Board
  • The makeup and election / removal of the openSUSE Foundation board will remain the same as the current openSUSE board as documented in https://en.opensuse.org/openSUSE:Board_election_rules
  • The rules for membership of the openSUSE Foundation will remain the same as the rules for existing openSUSE members with the exception that members are required to be over 16 as per legal requirements. Existing openSUSE Members will be invited to become members of the new openSUSE Foundation
  • trademark / intellectual property usage guarantee in case SUSE ever drops doing Linux distributions (like KDE / Qt)
  • Ideally/eventually transfer of openSUSE trademarks into Foundation

Details for Further Discussion

  • Charter of Foundation needs to be detailed - learning from other free software foundations like TDF

Lawyer advise needed

  • What IT infrastracture and data should remain under the ownership of SUSE and what should be transfered to the openSUSE Foundation?
  • Should the openSUSE foundation become the responsible body for openSUSE's data and therefore it's GDPR compliance?
  • should the openSUSE trademarks and interlectual property be transferred to Foundation?

Other Considered Options

  • e. V. (association):
    • too easy to "take over" and change purpose
    • Structure too inflexible (the board would not be able to continue to function in its current makeup)
    • umbrella organization (like linux foundation)
    • Takes ~10% of income, i..e. donations,sponsormoney, own donated hardware
    • openSUSE is too large an organisation for most umbrella organisations to handle unless openSUSE is only using an umbrella for a very limited set of features.
    • Keeping things the way they currently are
    • sometimes causes problems, for example accepting docations is hard
    • often unable to partner with other companies as there is no openSUSE entity that can sign contracts etc.

References: