The end of the Fedora Foundation

To my fellow Fedora community members:

As many of you are aware, FUDCon Boston is this Friday.  One of the most 
important topics that we will be discussing there is the future of the 
Fedora Project, specifically with regard to the Fedora Foundation.

I'd like to ask you all to read the document that follows this note.  It 
reviews Red Hat's intentions in initially announcing the Fedora 
Foundation, and outlines the problems that have led us to the decision to 
move in a different direction.  It also discusses the plan that we are 
implementing instead, and the steps that we are taking to ensure that the 
Fedora Project continues to thrive and grow.

It is as complete, honest, and transparent as we can make it.  If you feel 
that there are places in which it lacks those qualities, call us on it, 
and we will respond.

This document represents the work of many people both inside of Red Hat 
and within the Fedora community.  It is a long read, but a very worthwhile 
one.

So take a look, read, digest, and share your thoughts.  I look forward to 
discussing this in great detail on email, and also with as many of you as 
possible in person at LinuxWorld and at FUDCon over the next few days. 
Many of Red Hat's most active Fedora folks will be at those two shows, so 
please come and talk with us.

Sincerely,
Max Spevack

=========================

Last June, Red Hat announced its intention to launch the Fedora 
Foundation.  We've had a lot of smart people working hard to make this 
Foundation happen, but in the end, it just didn't help to accomplish our 
goals for Fedora.  Instead, we are restructuring Fedora Project, with 
dramatically increased leadership from within the Fedora community.

The next obvious question -- "Why no Foundation?" -- deserves a detailed 
explanation.

===

WHY NO FOUNDATION?

When we announced the Foundation, it was with a very specific purpose, and 
in a very specific context.  The announcement was made by Mark Webbink, 
who has been the intellectual property guru at Red Hat for a long time 
now.  His stated goal for the Foundation: to act as a repository for 
patents that would protect the interests of the open source community.

Once we announced the intention to form a Foundation, people inside and 
outside of Red Hat were interested in working beyond the stated purpose -- 
an intellectual property repository -- and instead saw this new Foundation 
as a potential tool to solve all sorts of Fedora-related issues.  Every 
Fedora issue became a nail for the Foundation hammer, and the scope of the 
Foundation quickly became too large for efficient progress.

A team moved forward to create the Foundation itself.  We created the 
legal entity, came up with some very basic and flexible bylaws, and 
appointed a board to run it temporarily.  This all happened pretty 
quickly, because this was the easy part.  We had articles of incorporation 
in September 2005.

Then came the hard part: articulating the precise responsibilities of the 
Foundation.  This conversation took months, but ultimately it came back 
around, again and again, to a single question: "What could a Fedora 
Foundation accomplish that the Fedora Project, with strong community 
leadership, could not accomplish?"

So here, in order, were the possible answers to that question -- and why 
we found, in every single case, that the Fedora Foundation was not the 
right answer.

ONE: The Fedora Foundation could be an entity for the development of an 
open source patent commons.

This was the obvious starting place, and what we actually announced. One 
of the lurking concerns of the open source community is the threat of 
software patents.  The Fedora Foundation could have been an ideal 
repository for defensive patents.  We envisioned soliciting patentable 
ideas from businesses and/or individuals, paying for the prosecution of 
these patents, and then guaranteeing open source developers the 
unrestricted right to code against these patents using a similar mechanism 
to the Red Hat patent promise. 
(http://www.redhat.com/legal/patent_policy.html).

What we weren't counting on was the rapid progress of the Open Invention 
Network (http://www.openinventionnetwork.com/press.html), which serves a 
similar purpose for businesses in a much more compelling way.  Without 
going into too much detail, it became clear to us that OIN is going to be 
the 800-pound gorilla in the patent commons space, and we were eager to 
join forces.

OK, so much for soliciting patents from businesses.  What about 
individuals?  If we were to focus the Fedora Foundation's efforts on 
soliciting patentable ideas from individuals, how many could we get?  Our 
gut decision: not many.  Most developers who actually work for a living 
have agreements with their employers that prevent them from pursuing 
patents independently.  Many university students who pursue patents are 
required to grant them to the university.

After putting a lot of work into the idea of a Fedora Foundation patent 
commons, in the end it just didn't seem compelling.  So we shelved the 
idea.

TWO: The Fedora Foundation could act as a single point of standing for 
legal issues.

The Free Software Foundation serves this purpose for the GNU projects. 
We thought that the Fedora Foundation might successfully serve the same 
purpose for Fedora projects.  Have you ever noticed that the GNU projects 
all require contributors to assign copyright to the FSF?  That's because 
there's this legal idea called "standing" that matters deeply to lawyers 
and judges.  Here's a little skit that helps to explain why standing is 
important:

BAILIFF: Come to order for case Z-38-BB-92.  Plaintiff is Small Software 
Project.  Defendant is Great Big Computer Corporation.

JUDGE: OK, have a seat, folks.  The docket is busy today, and I've got a 
doctor's appointment in two hours.  Plaintiff, what's this all about?

PLAINTIFF'S COUNSEL: Well, your honor, there's this license called the GPL 
that the defendant is *totally* violating.  Basically, they stole the 
plaintiff's code and put it into their software program.

DEFENDANT'S COUNSEL: Hold it right there.  Your Honor, plaintiff doesn't 
have standing in this case.  There's 100 different developers that wrote 
this code, and the plaintiff only represents six of them.  Plaintiff 
clearly doesn't even have the legal right to sue us, Your Honor.

JUDGE: Looks like this case could be Pretty Hard, and this whole 
"standing" thing gives me a perfect excuse not to think about it. 
Counsel, get back to me when you've got the other 94 plaintiffs.

So, standing is a big concern.  In the world of lawyers, it's one of the 
big potential unknowns around defending open source projects, especially 
projects that have lots of contributors.

The obvious problem with establishing standing in this way, though, is 
that a single entity *must* own *everything* in your project.  That's why 
the FSF *requires* copyright assignment.

What Fedora projects currently exist where copyright assignment makes 
sense?

Well... none, as it turns out.  Let's look at some of the current Fedora 
projects as examples.

At present, the two most successful Fedora projects are Core and Extras -- 
which, together, basically constitute a big Linux distribution.  And what 
is a distribution?  Ideally, it's a high-quality repackaging and 
integration of content owned by others.  That's the whole point.  In such 
cases, copyright assignment makes no sense at all.

Then there's the Fedora Documentation project, which produces 
documentation and makes it available under the Open Publication License 
(http://opencontent.org/openpub/) without options.  Given the liberal 
nature of this license, it just doesn't seem all that useful to ask 
contributors to assign copyright for defense of these works.

Then there's the Fedora Directory Server, which Red Hat purchased and open 
sourced.  No question who holds standing there; it's Red Hat.  The time 
may come when the Fedora Directory Server project is ready to incorporate 
lots of changes from the community, but until that time comes, the 
question of copyright assignment is pretty much a theoretical question.

Which is what a lot of this comes down to -- the question of legal 
standing is either an open or theoretical question at best, and probably 
better left to an organization such as the FSF that focuses a great deal 
more attention on these types of questions.

Put another way: we have a finite amount of resources to make Fedora 
better.  How much of that cash should be going to expensive lawyers -- 
especially if Red Hat already has lawyers who have a strong incentive to 
defend Fedora, should such a defense prove to be necessary?

So the Fedora Foundation didn't seem compelling as a mechanism for 
copyright assignment, either.

THREE: The Fedora Foundation could act as an entity for funding 
Fedora-related activities that Red Hat didn't have great interest in 
funding.

Funny thing, that.  We asked some of our closest friends this question: 
"Would you donate to an independent Fedora Foundation?"  The answers were 
very interesting, and ran the gamut.  Some people were incredibly 
enthusiastic: "We'd love to give money!"  Some were neutral: "Thanks, but 
we'd rather contribute code."  And some were less enthusiastic: "Red Hat 
is a successful, profitable company.  Why are you asking *me* for money?"

Here's another funny thing: if you choose to incorporate as a non-profit 
entity in the United States, then you subject yourself to a number of 
rigorous IRS tax tests.  One of these tests is the "public support test." 
If you say you're a public charity, well by golly, you have to prove it. 
If, within four years, you aren't collecting fully one third of your money 
from public sources, then you're not actually a public charity.

People are always shocked when we tell them how many resources Red Hat 
puts into Fedora.  If we were to make the Fedora Foundation a truly 
independent entity, then we'd have to track every dime of that expense as 
"in-kind contributions".  That means we'd have to track:

* The cost of bandwidth for distributing Fedora to the world;

* Every hour that Red Hat engineers spend working on Fedora, whether that 
is the actual writing of code, release engineering, testing, etc.;

* Legal expenses of running a Foundation;

* Administrative expenses of running a Foundation.

As an intellectual exercise, let's ignore all of those numbers for now 
except for bandwidth.  Back in the day, when Red Hat would release a 
distro, we would regularly get angry calls from network admins at big 
datacenters, complaining that we were eating all of their bandwidth.  If 
you ever meet any of our IT guys over a beer, be sure to ask them about 
the time we melted a switch at UUNet.

The demand for Fedora is every bit as high, and the March 20 release of 
Fedora Core 5 was no exception.  So let's take a conservative guess and 
say that the bandwidth cost for distributing Fedora comes to $1.5 million 
a year.  Yes, even though we have BitTorrent trackers and Fedora mirror 
sites worldwide.

That means that a public Fedora Foundation would have to raise $750k in 
public funds -- remember the one-third public support test -- every single 
year, just to pay for *bandwidth*, assuming no growth and no other 
expenses.

So what would happen, under such a scenario, if Red Hat were to decide to 
spend more money on Fedora?  Because that's exactly what Red Hat wants to 
do.

There were alternatives to the public charity angle.  We could have set up 
a private operating foundation, and we explored this avenue -- but then it 
wouldn't really be an independent entity.  It would be a shell.  The fact 
that Red Hat would still likely bear the legal risk of Foundation 
decisions, and the complication of raising public funds, made any 501(c) 
less attractive.

In short: the fund raising burden for a truly independent Fedora 
Foundation would be terrifying.  So the Fedora Foundation clearly wasn't 
compelling as a fund raising entity -- if anything, it represented an 
impediment to building a better Fedora Project.

FOUR: The Fedora Foundation could provide mechanisms for more community 
participation in key decision-making processes.

>From the day the Fedora Project was started over two years ago, it's been 
our goal to build these mechanisms, Foundation or no Foundation.  How 
successful have we been?

Initially, we had some problems.  In the last year, though, we've had some 
pretty clear successes.  The Fedora Extras project is a good example here. 
When we officially launched it in February 2005 at FUDCon Boston, we put 
together a steering committee that consisted of a pretty even mix of Red 
Hat and community packagers.  At FUDCon Germany last summer, we 
strengthened the group with more European members.  Earlier this year, we 
successfully handed off leadership of the committee to a community member. 
Red Hat continues to provide logistical and legal support, but Fedora 
Extras policy is determined by the community.

So what happens when the Fedora Extras Steering Committee (also known as 
FESCO) runs into difficulty?  Well, they escalate the issue to "the 
Board."  And who is "the Board?"  It's been the people running the Fedora 
Foundation -- but it's also been the people running the Fedora Project. 
Whenever "the Board" had been asked to make a decision, there's been no 
practical distinction between "Project" and "Foundation."

What *is* vital, whether we're talking about "The Foundation" or "The 
Project," is the actual presence of community members on the board -- but 
more on that later.

FIVE: The Fedora Foundation could serve as a truly independent entity, 
providing the ability for Fedora to grow separately from Red Hat's 
interests.

This is the real heart of the matter.  This is what some people want to 
see: a more independent Fedora.  This is The Question That Must Be 
Answered.

The simple and honest answer: Red Hat *must* maintain a certain amount of 
control over Fedora decisions, because Red Hat's business model *depends* 
upon Fedora.  Red Hat contributes millions of dollars in staff and 
resources to the success of Fedora, and Red Hat also accepts all of the 
legal risk for Fedora.  Therefore, Red Hat will sometimes need to make 
tough decisions about Fedora.  We won't do it often, and when we do, we 
will discuss the rationale behind such decisions as openly as we can -- as 
we did with the recent Mono decision.

But just because Red Hat has veto power over decisions, it does not follow 
that Red Hat wants to use that power.  Nor does it follow that Red Hat 
must make all of the important decisions about Fedora.  In fact, effective 
community decision making is one of the most direct measures of Fedora's 
success.

The most important promise about Fedora -- once free, always free -- still 
stands.  We aim to set the standard for open source innovation.  A truly 
open Fedora Project is what makes that possible.

===

THE NEW FEDORA PROJECT LEADERSHIP MODEL

Since Fedora's inception two years ago, a diverse global community has 
developed around Fedora -- and, as in any open source project, natural 
leaders have emerged.  The time has come to reward some of these leaders 
with the opportunity to define the direction of the Fedora Project at the 
highest level.

Therefore, we've reconstituted the Fedora Project Board to include these 
community leaders directly.

Initially, there are nine board members: five Red Hat members and four 
Fedora community members.  This Board is responsible for making all of the 
operational decisions of the greater Fedora project, including decisions 
about budget and strategic direction.

In addition to the nine board members, there is also be a chairman 
appointed by Red Hat, who has veto power over any decision.  It's our 
expectation that this veto power will be used infrequently, since we're 
all aware of the negative consequences that could arise from the use of 
such power in a community project.

The chairman of the Fedora Project is Max Spevack.  Max has been with Red 
Hat since 2004, previously as a QA engineer and QA team lead for Red Hat 
Network.  He is a member of the Fedora Ambassadors steering committee, and 
has been a Linux user since 1999.

The Fedora Project board members from Red Hat are Jeremy Katz, Bill 
Nottingham, Elliot Lee, Chris Blizzard, and Rahul Sundaram.

Jeremy Katz is a Red Hat engineer.  He is the longtime maintainer for 
Anaconda, and a founding member of the Fedora Extras steering committee.

Bill Nottingham joined Red Hat in May of 1998, working on projects ranging 
from the initial port of Red Hat Linux to ia64, booting and hardware 
detection, multilib content definition and fixing, and is currently doing 
work related to stateless Linux. He's also been involved in various 
technical lead details, such as package CVS infrastructure and 
distribution content definition.

Elliot Lee has been a software engineer at Red Hat since 1996. His open 
source contributions include release engineering for Fedora Core, 
co-founding the GNOME project, and maintaining assorted open source 
libraries and utilities.  He is a founding member of the Fedora Extras 
steering committee.  Elliot current leads the Fedora infrastructure team, 
making it easier and enjoyable for contributors to get more done.

Chris Blizzard is an engineering manager for Red Hat.  He has served on 
the board of the Mozilla Foundation, and is currently leading the One 
Laptop Per Child project for Red Hat.

Rahul Sundaram is a Red Hat associate based in Pune, India.  He is a 
longstanding contributor to multiple Fedora projects, a Fedora Ambassador 
for India, and a member of the Fedora Ambassadors steering committee.

The Fedora Project board members from the community are Seth Vidal, Paul 
W.  Frields, Rex Dieter, and a fourth board member to be named as soon as 
possible.

Seth Vidal is the project lead for yum, which is one of the key building 
blocks for software management in Fedora.  He also maintains mock, the 
basis for the Fedora Extras build system.  He is a founding member of the 
Fedora Extras steering committee, and he was one of the people chiefly 
responsible for the first ever release of Fedora Extras packages in 2005. 
Seth is also the lead administrator of the infrastructure at 
fedoraproject.org, which includes the Fedora project wiki, RSS feed 
aggregator, and bittorrent server.

Paul W. Frields has been a Linux user and enthusiast since 1997, and 
joined the Fedora Documentation Project in 2003, shortly after the launch 
of Fedora.  As contributing writer, editor, and a founding member of the 
Documentation Project steering committee, Paul has worked on a variety of 
tasks, including the Documentation Guide, the Installation Guide, the 
document building infrastructure, and the soon-to-emerge RPM packaging 
toolchain.  Paul is also a Fedora Extras package maintainer.

Rex Dieter works as Computer System Administrator in the Mathematics 
Department at the University of Nebraska Lincoln.  Rex is a KDE advocate 
and founded the KDE Red Hat project.  He is also an active contributor to 
Fedora Extras.  Rex lives in Omaha, Nebraka, with his wife, 2 children, 
and 4 cats.

It's true that a lot of the key governance details -- term length, board 
composition, election or appointment process -- have yet to be resolved. 
One of the first responsibilities of the new board will be to work with 
the Fedora community to answer these questions.

===

Red Hat has been supporting a free Linux distribution for over ten years, 
and Red Hat will *always* support a free Linux distribution.  We want to 
work together with the Fedora community to make Fedora better.  We want a 
Fedora that is a true partnership between Red Hat and the community.  We 
want to build effective models to make that partnership real.  We want to 
see the folks at MySQL managing MySQL in Fedora.  We want to see the folks 
from kde.org managing KDE in Fedora.  We want to see the folks at Planet 
CCRMA managing audio production applications in Fedora.  We want Fedora to 
be a launching pad not just for open source software, but for open content 
of all kinds.  We want the Fedora Project to be a way to fill the 
community with high quality software and content, and we want to empower 
the Fedora community to innovate in ways we'd never even considered.

The new Fedora Project Board has a strong mandate to make these things 
happen, and has the full support of Red Hat.  We ask that you, the members 
of the Fedora community, give them your full support as well, and we thank 
you for all the support you've given us so far.  We would not have made it 
nearly this far without your patience, your friendship, and your tireless 
help.

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