An openSUSE foundation proposal

Over the past couple of months, things have been moving fairly swiftly toward the establishment of a separate entity to govern the openSUSE project. The idea is mainly meant to set up an organization that can receive and disburse funds on behalf of the project, rather than as some kind of move away from its parent company, SUSE. Also, while SUSE seems to be in a healthy position with a strong interest in supporting and working on openSUSE, that could change down the road, so a foundation or similar organization seems like the right way to go. At this point, the first draft of the foundation proposal has been posted; it generally has the support of SUSE management, so it is time to see what thoughts the community has.

A foundation

The idea of spinning openSUSE out into a foundation is not new; it has come up multiple times along the way. The most recent push started back in April at two separate board meetings where it was discussed. It picked up steam during a board meeting at the openSUSE Conference 2019 in late May. While waiting for the outcome from that meeting (though there was a panel session with the board [YouTube] at the conference where some of the thinking was discussed), the community discussed ideas for a name for the foundation (and, possibly, the project itself). Now, board member Simon Lees has posted a draft of the foundation proposal for review.

The proposal outlines the current thinking of the board. It notes that the move to a foundation is not meant to pull away from SUSE, "but to add more capabilities to the openSUSE Project". In particular, having a separate entity will allow the project to "receive and provide sponsorships (in terms of money, hardware, or contracted services)". Currently, any kind of agreement between the project and some other organization has to be done via SUSE, which can complicate those efforts. The new foundation would be able to partner with others, receive donations, spend money, and sign contracts with venues, service providers, and the like, all on behalf of the openSUSE project.

SUSE would clearly have a role in the new foundation; the board is requesting some funding to set up the organization as well as one or two people to help with the administrative side. The new foundation's board would take the place of the existing project board, with the same election rules as there are today (which results in a board of six, five elected from the members of the project and the chair appointed by SUSE).

The board is looking at setting up a German stiftung foundation as the legal entity for the new organization, though that was not clearly specified in the draft proposal. An eingetragener Verein (e. V.) was considered, but the structure of that type of entity is inflexible; in addition, the purpose of an e. V. can be changed if there was a "hostile takeover" at some point. Umbrella organizations (e.g. the Linux Foundation) and simply keeping things the same were also looked at, but were deemed unworkable for various reasons.

There is also a handful of open questions, including logistical issues such as whether SUSE or the new foundation would own the IT infrastructure, trademarks, and so on. Also, who would be responsible (in a GDPR sense) for the project's data collection and storage. The biggest open issue is to create a charter for the foundation, which requires legal advice. The Document Foundation (TDF) is something of a model for what openSUSE is trying to achieve; it is also a stiftung and shares some of the attributes with the proposed structure.

Chairperson and veto power

The most contentious part of the proposal, at least so far, seems to be that the board chairperson would still be appointed by SUSE. Per Jessen raised the issue, noting that "a greater degree of independence seems to clash with SUSE appointing a chairman". But Lees reiterated that the proposal is not about being independent of SUSE. It is, primarily, about finances, with the added benefit of flexibility if the relationship with SUSE should ever change:

The chairperson's role is often as liaison between SUSE and the board, he said; since SUSE might be running some of the openSUSE infrastructure and employing people in administrative roles for the project, it seemed like continuing to have that role made sense, he said. He did note that the current veto power of the chairperson role might need to be reconsidered, in which case the title might simply be "representative".

Robert Schweikert thought that the structure being presented put SUSE in the role of a sponsor, which raised the question of other sponsors and whether they would also be able to appoint board members. He was concerned that SUSE was getting special consideration: "We should not have 1 company in a 'pay to play' position while denying similar access to other entities." That led Patrick Shanahan to suggest separating the foundation board from the project board, presumably without SUSE automatically having a representative on the foundation board. That all sounded too complex to Stasiek Michalski, who pointed to a 2010 proposal [PDF] for an openSUSE foundation, which did not have a board chairperson.

The current chairperson, Richard Brown, replied that the board had considered the 2010 proposal, but found that the situation had changed enough that a new start was warranted. He also pointed out that the board had retained the chairperson position without consulting him, though he is supportive of the plan. He doubts that the veto power that the role currently has can survive, however:

But the "special" status of SUSE with regard to the make up of the board is the primary problem that Schweikert sees. He believes that if the main sponsor can appoint a board member, others should have the same opportunity, but he would rather avoid all of that:

Jessen agreed with Schweikert as did others, in a general sense, though there were differences. Sébastien Poher thought that the ideal solution would be to elect the board and chairperson, but he also sees that SUSE does indeed have a special relationship to openSUSE. So he advocated an "ambassador" to the board be appointed by SUSE, though it is unclear if that would be a voting role—the name would seem to indicate that it is not. In any case, Shanahan endorsed Poher's suggestion.

Lees said that the board was not at all in favor of "pay to play" kinds of arrangements but, like Poher, it recognized the special status of SUSE. The proposal talks about working over "the coming months" to reach a more fleshed-out proposal. It would need to be approved by SUSE and the project members before any foundation would be created. Brown outlined a proposed voting process in early June.

Governance is an important topic, even though it can seem mind-numbing to some. There would seem to be good reasons for openSUSE to create a foundation (and for SUSE to help kick-start it). The relationship with SUSE is (obviously) important to openSUSE in many different areas; finding a way to acknowledge that and to provide a smooth path for SUSE's interests to also be taken into account will be key. If, someday, things radically change between the two, the new foundation can go its own way; it will be so obviously needed that it is likely to be a far less contentious process than, say, changing a name—or logo.