Re: Zynot Board of Directors

On Fri, 18 Jul 2003 05:01:18 -0700
Zach Welch <[email protected]> wrote:

> Hi all,
> 
> Another long read, but I hope well worth the wait.
> 
> = First Board of Directors =
> 
> I would like to thank each of the following individuals for stepping
> forward to serve on the first board of directors for The Zynot
> Foundation (in alphabetical order):
> 
>   * Ammon Cookson - planning, management, marketing
>   * Frantz Dihn - EU representation, corporate governance
>   * Amir Guindehi - EU representation, technical
>   * Emmett Plant - fundraising, mad science
>   * Bradley Schrock - legal affairs, licensing
>   * Sander Striker - EU representation, policies
>   * Zach Welch - chairman, visionary, ringleader, ...

Very strong on EU and, I assume, US but rather week on the rest of the
world. I'm in the UK so this is not a problem for me, but just out of
interest is it that simply that no one from anywhere else expressed
sufficient interest?

Obviously we can't have direct representation for every country since
the world is far too large.

> I have asked that each member provide a brief biography that can be
> put on the web site, where we will also post their (still forthcoming)
> zynot.org e-mail addresses though which they can be contacted for the
> appropriate foundation matters.

Good.

> These individuals will heavily involved with managing the business
> affairs for this new organization, and each will begin to play an
> active role in leading areas of the project (if only indirectly). 

That's life especially on a project which such as this. I don't have a
problem with it as long as such conflicts are clearly identified, and
you've previously specified a lot of business interest in Linux and
first Gentoo then Zynot. This is a good start.

> Over time, I believe firmly that this team will serve our new
> community well, and I hope you will come to welcome and respect our
> efforts in turn.

IMHO it will work best if you keep the board small and resist the
temptation to add new members representing every possible group and area
of interest.

> In the coming months, we will begin to develop those capacities
> required to operate Zynot as a successful open source project.  I feel
> fully confident that the skills being brought to bear on the multitude
> of obstacles before us will allow Zynot to overcome and succeed, from
> the boardroom to our eager (and patient) development team.

Good luck, you will need it to bring some form of order from the chaos
that is your audience/support/customers/contributors. ;-)

> = On Conflicts Of Interest =
> 
> In several cases, Zynot board memebers will have various conflict of
> interests because of their participation in other ventures, either
> within the project or with other business entities.  Certainly, I am
> going to be first among them.
> 
> It will be up to each of the directors to fully disclose any and all
> of these conflicts, so that other members of the board (and the
> community at large) can monitor any activities that potentially could
> lead to unethical behavior - particularly accidental or inadvertant.
> 
> Despite my own internal reservations, I can not see any practical way
> to avoid these conflicts of interest; this standard practice of
> consenting disclosure appears to be our best option, for both the
> business and the community.
> 
> Speaking for myself, I will feel that I will be walking a tightrope to
> avoid the myriad of conflicts that might arise, and I expect the
> community and the other directors to share in the vigilance required
> to keep me - or other board members - from taking an ethical fall.

May I suggest that relevant information on the board members that is
*already* in the public domain, such as the business of your employer
(for those that have one) etc be included with the biog on the web site?
For example, if I was on the board I would point you at my employers web
site and summarise be saying we write cost management, estimating, B2B
etc SW for the construction industry and use Linux as our platform of
choice for development and deployment of one of our major products.
Obviously I would tart it up ;-)

> As the formal bylaws get into place, these things will be more clearly
> spelled out for our own governace and future boards.

Including appropriate disciplinary measures for breach which we all hope
will never be used.

> Finally, I
> expect that Brad will shortly set me straight if I have not covered
> this topic fully and properly.
> 
> = On Secrecy =
> 
> With the appointment of The Zynot Foundation's first board of
> directors, I must raise some "secrecy-related matters" which I feel
> the community must be aware.  I raised these issues in a previous
> messege, and it is one that I approach with the utmost concern and
> sincerity.
> 
> Some issues need to be addressed in private.  At present, there are
> intellectual property issues that affect our ability to move forward
> with one critical aspect of the organization.  Due to the nature of
> our legal sytem, these issues must be satisfactorily resolved outside
> of a public context.

Well, we can't have you breaking the law just to keep the rest of us
happy. :-/

> These issues actively prevent the release of my already tragically
> late(and now perhaps over-hyped) management paper.  I apologize to
> everyone for that continued delay of that material, but these matters
> can not be ignored as they could have a rather dramatic impact on our
> fate.
> 
> = On Keeping Secrets =
> 
> I do not particularly care for this secrecy; however, these measures
> fully aim to serve the community's interests and are absolutely
> required given the legal surrounding culture in which the organization
> has been established.  Even so, this does not prevent their eventual
> disclosure.

<snip>

> At some later date, I hope these archives can be made available (in
> some form) to the public.  I imagine that such an undertaking will be
> both time consuming and costly, and only time can tell either if or
> when such measures will even become feasible or even necessary.
> 
> Certainly, the quantity of data makes full archival storage difficult
> (e.g. VoIP) and the potentially sensitive nature will likely require
> that all documents be "scrubbed" before being relesed.  I hope the
> community can learn to trust its leaders and we do not find it
> necessary to employ resource intensive measures to address these
> matters.

The quantity of data on things like VoIP can potentially be resolved by
minuting the virtual meetings. After all, those on the board will also
need to refer back to what was decided.

Where things need to be left out of the published minutes or email
archives, such as information revealed to you under a non-disclosure
agreement, this can clearly be indicated with the reason for withholding
the information, expected date of revealing it and such summary as is
permitted.

> I definitely feel that the community deserves such an eventual
> disclosure, though I expect a number of folks might groan at my very
> mention of this possibility.  Certainly, I think there will be much
> for the world to learn of these activities: how will these matters
> turn out to have been decided and handled?  Lessons can be learned.
> 
> = Ongoing Disclosure =
> 
> I hope the community understands that this "meta-disclosure" means to
> demonstrates a small part of the diligence I am taking to protect the
> integrity of this distribution.

I appreciate it.

> Beyond this now non-secret yet still private list, the board will
> primarily attempt to conduct the majority of its communication through
> the "zynot-board" mailing list (sign up today!).  We will later
> probably want to create a zynot-members lists for "secret community
> discussions" to be held out of the prying eyes of the public.
> 
> This new public list will be moderated for non-member posts, and the
> subscription list will eventually be pruned and restricted to only
> members of the foundation - once we finally define membership and
> establish the means for tracking it.  The private list will be created
> shortly, and it will be used exclusively for discussions that are too
> secret for even foundation members.
> 
> The board may keep secrets, but it will never be allowed to hide that
> fact from the community.  I have tried to make members of the board
> understand the importance of this cultural requirement, and I believe
> this to be the best solution given our present circumstances.

The board all need to take responsibility for redirecting discussions to
the non-secret list where ever possible, otherwise it will be too easy
for the wrong habits to develop.

If I understand you correctly we will have four classes of lists.

Private to the board.
Moderated board list(s) readable by all.
Private to Zynot members.
Public.

The preference being for everything to be in the least restricted list
possible.

> = Conclusions =
> 
> On that note, the board will begin drafting a version of the bylaws to
> be presented to the community as soon as possible.  We will then
> immediately begin work incorporating the feedback that I just know
> everyone is waiting to deliver in return.

If my response to this post is anything to go by, you will have a *lot*
of feedback and so a big job incorporating it ;-)

> It turns out that putting together a board of directors takes a good
> deal of time and energy, and this annoucement itself turned out to be
> longer than I'd originally planned it to be.  I hope that it indicates
> how important these issues are to me, and I am trying my best to be
> sensitive to the needs of the community - it was not long ago that
> this shoe was on my other foot.
> 
> Once again, I hope that this extensive discourse has helped address
> many of the possible questions and concerns, but I look forward the
> board working to try to address any possible issues that may arise.
> 
> In the end, I hope that our results will speak for themselves.

I appreciate your work and you trying to be as open as possible, even if
I might sometimes it might look as if I am trying to rip a post to
shreds. ;-)
-- 
Mark Gordon
Paid to be a Geek & a Senior Software Developer
Although my email address says spamtrap, it is real and I read it.