A new open source foundation

A foundation to promote increased participation by commercial software companies in free software projects would normally be seen as a good thing. That the foundation begins with a budget of $1 million would also seem to bode well for its success, at least in the near term. But when that foundation is sponsored—and funded—by Microsoft, it is met with a healthy dose of skepticism, which is exactly what greeted the recent announcement of the formation of the CodePlex Foundation.

While the new foundation is not strictly related to CodePlex.com—Microsoft's SourceForge-like repository for open source code—they share the name from the "CodePlex brand", as well as supporting the "same mission", according the foundation's FAQ. Like CodePlex.com, the CodePlex Foundation is geared towards commercial software developers who are, evidently, not being served by existing organizations. Though it is far from clear what is missing from the existing sites and organizations, the FAQ makes it clear that CodePlex intends to fill that hole:

One would think that existing foundations—for GNOME, Linux, Mozilla, Apache, et al.—might also be interested in bringing commercial and free software developers together. In fact, those foundations have been fairly successful in doing so. There may be value in having a more all-encompassing foundation, which doesn't serve a particular sub-genre of free software, but it is a bit hard to see the CodePlex Foundation filling that role.

To start with, the foundation's board will be Microsoft-dominated, with three current Microsoft employees on the six-member board. In addition, Sam Ramji, up until recently the leader of Microsoft's open source efforts, will serve as interim president of the foundation and chairman of the board. Ramji recently announced that he is leaving Microsoft for a cloud computing startup in Silicon Valley, but, as a former employee, his detachment from the Microsoft view is unclear. The two outside members are Mono/Moonlight developer Miguel de Icaza of Novell and DotNetNuke developer Shaun Bruce Walker, both of whom have fairly close ties to Microsoft.

At some level, the make up of the board of directors is unsurprising, but it is rather puzzling that the board of advisors would be similarly stacked with Microsoft employees. Six of the twelve members of the advisory board (listed to the right of the board on its web page linked above) are employed by Microsoft. There are some seemingly independent voices on the advisory board, including Larry Augustin of SugarCRM and MySQL developer Monty Widenius of Monty Program AB. Since the advisory board is just meant to advise the board of directors, who will make any decisions, also packing the advisory board certainly gives the appearance that the foundation will just be a Microsoft mouthpiece.

In a lengthy blog posting, Andy Updegrove analyzed the by-laws [PDF] and make up of the foundation. Updegrove is a lawyer known for his reporting on the ODF and OOXML standards process—and its apparent subversion by Microsoft—and is the director of standards strategy for the Linux Foundation, so he is hardly a disinterested observer. He notes, though, that he has helped set up many "consensus based consortia and foundations" over the years, which gives him a good basis to evaluate the CodePlex Foundation.

There are several areas that Updegrove notes as problematic in the foundation as it stands. In order for an organization to be seen as neutral, it's best to have multiple partners or members, but the foundation is not set up as a membership organization. The by-laws mandate a new five-member board be elected in 100 days, but, since there are no members who can vote on board seats, the interim board will be doing the electing. Those five new board members will have complete control of the foundation, and will have been elected for as many as four years.

In addition, because a 2/3 majority is needed to change many parts of the by-laws (size of the board, text of the contributor agreements, etc.), any two members of the board can effectively block those changes. So, even if the permanent board only has one Microsoft employee—which seems unlikely—and one "friendly" member, the company effectively has a veto over any fundamental changes the board might want to make.

The draft Contribution Agreement [PDF] and Copyright Assignment Agreement [PDF] may give a look into what the foundation is trying to achieve. They both grant wide-ranging rights—including licenses to any patents held by the contributor that cover the contributed code—to the foundation and those who get code from it. The introductory slides specifically mention passing those rights to "downstream developers", but are mute when it comes to upstream. That may be an oversight, but it might also be an attempt to isolate the GPL from the CodePlex ecosystem.

Exactly why anyone would want to contribute code to the foundation is unspecified. There are sometimes good reasons to do copyright assignment, but the foundation hasn't articulated what benefit developers would get by doing that. As Updegrove puts it:

Like many newcomers to free software—along with some established players—Microsoft clearly does not feel comfortable working with existing organizations and communities. It wants to create its own playing field, where it can dominate, and control if necessary. By using contributor agreements and by-laws that are favorable to its interests, potentially at the expense of those who participate, it is creating something that it feels comfortable with.

In some ways, it is similar to the control that Sun has, so far, exercised in the OpenSolaris and Java communities. For both Sun and Microsoft, there is a corporate aversion to allowing the community to drive the direction of projects. But, that is one of the hallmarks of successful free software development. Various companies have learned this, over time, so it is possible that Microsoft will as well. Five, or even three, years ago, it would have been unimaginable that it would create a foundation for open source; clearly some progress has been made.

Microsoft's penchant for co-opting others' ideas, then twisting them to their own ends (e.g. "Embrace, Extend, Extinguish") leads many to scrutinize the CodePlex Foundation more carefully than they might one created by a different company. There is a level of distrust within the free software community that can only be erased through fundamental changes to Microsoft's behavior over a prolonged period. It's certainly possible that the foundation is one step on that path, but the conflicting signals it continues to send about free software gives one pause. Updegrove voices just that concern:

While Updegrove is rather critical of the current foundation structure, he also has specific suggestions on changes that could be made. Things like increasing the size of the board, and decreasing the number of Microsoft employees on it, as well as taking back 3/4 of the initial funding and replacing it with contributions from other corporate members, are among his suggestions. The idea behind those suggestions is for the foundation to truly be a neutral party, rather than just an arm of Microsoft:

Overall, the foundation idea seems half-baked. Its announcement may have been rushed to offset some recent negative publicity—in the form of patents that Microsoft tried to sell to patent trolls—or to blunt the impact of Ramji leaving the fold, but it certainly doesn't have a very polished look. Over time, it may evolve into something useful to the free software community, but only time will tell.

That, really, is the crux of the matter. Speculating about Microsoft's motives and plans is certainly reasonable, but we will have to wait and see what the foundation actually does. The make up of the new board, along with any changes to the advisory board, will likely signal where the foundation is headed. How many commercial software developers "join" the foundation and start contributing code, will also be interesting to watch. Based on what we see today, though, it would not be terribly surprising to see the foundation die quietly on the vine a few years down the road.