Nix* Governance: An Analysis
Nix* Governance: An Analysis
Posted Apr 29, 2024 17:05 UTC (Mon) by dmv (subscriber, #168800)Parent article: A leadership crisis in the Nix community
The Foundation is incorporated in order to work towards some purpose. Article 2.1 provides the Foundation's purpose:
"The purpose of the foundation is: to develop, propagate, and promote the adoption of a purely functional software deployment model and to support open-source projects that implement that model, as well as other activities that relate to, pertain to, and/or can be conducive to the foregoing in the broadest sense."
So that's why the Foundation exists. Who runs the Foundation? Article 3.1 establishes the Foundation board: "The board manages the foundation, sets the policy, and bears ultimate responsibility for the realization of the foundation’s purpose." Furthermore, Article 8 provides, "The board represents the foundation, but the foundation may also be represented by two jointly acting board members." So the board manages and represents the Foundation, although two jointly acting board members may represent the board itself. Ok. Anyone else? Yes (maybe). Article 8.2 says:
"The board may grant, in writing, a general or special power of attorney to one or more specific board members or other persons for the purpose of representing the foundation. The board must make a general power of attorney known to third parties through publication in the commercial register at the Chamber of Commerce in the locale where the foundation is registered."
The locale is Utrecht. I wonder if the board has ever granted a power of attorney to anyone, whether general or special. There appears to be no requirement that the board make known any grant of a special power of attorney, whereas a general power of attorney should have been advertised at the Chamber of Commerce in Utrecht.
What may the board may do to accomplish the Foundation's purposes? Article 5 governs meetings that may be held and how to hold them, while Article 6 speaks more specifically decisionmaking. The board makes decisions through resolutions: "The board may adopt resolutions only if a majority of serving board members is present or represented" at a meeting (Article 6.1). Resolutions pass or fail by simple majority vote, with each board member having one vote (and each vote, furthermore, of the same weight as the others) (Articles 6.4 & 6.5). A resolution may also be adopted outside the context of meetings, per Article 6.6: "The board may also adopt resolutions outside meetings; however, such a resolution may
be adopted only if all board members express their support of the resolution in writing." So resolutions agreed upon outside of meetings must be unanimous, with all the board expressing agreement in writing.
The board is also granted the power to appoint committees or workgroups in Article 11: "The board may establish committees or workgroups, which may carry out specific board tasks under the board’s responsibility." Article 12.1 gives the board the power to "adopt regulations concerning its functioning and that of any committees and workgroups."
Finally, the board is responsible for the Foundation's finances: "The foundation must see to the proper management of its assets" (9.2).
The board's authority is cabined a little bit by Article 7: "The board is not authorized to enter into agreements for the acquisition, sale, or encumbrance of registered property, or to enter into agreements under which the foundation is committed as guarantor or joint and several debtor, warrants performance by a third party, or provides security for the debt of a third party." Basically, that's a limitation on what kinds of legal agreements and/or representations the board may enter into for the Foundation.
The board may amend the Articles themselves, as well as also dissolve the Foundation (see Article 13).
Finally, Article 15.1 is a catchall provision: "In all cases not provided for by these articles, the board decides."
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That's the Foundation's structure. It exists for the sake of the purposes enumerated in Article 2.1.
Now, the next question is what, precisely, the relationship is between the Foundation (the board) and the various NixOS projects that are in its orbit. In other words, what, precisely, are the contours of those orbits? I spent about an hour or two poking around through everything I could find in the Github repos and websites of the various projects (I mean Nix the language, Nixpkgs, et al.). Here's my analysis of the relationship(s) between the board and the projects:
¯\_(ツ)_/¯
It is literally never specified anywhere. No specific authorities or representations are granted or otherwise made. Are the NixOS "Teams" "committees or workgroups" under the board as provided by Article 11 of the Foundation's Articles of Incorporation? ¯\_(ツ)_/¯
Where does the oft-repeated limitation on the Foundation that the board is not responsible for technical direction come from? ¯\_(ツ)_/¯
There are no answers to those questions. So it's no wonder that no one seems to know exactly how to understand the Foundation's role in and relationships with the various Nix* projects. Whether it's understandable or not that this was the course taken is a separate question. I frankly don't care. But you can see that looseness and informality has come back around to bite the whole community. I wish them luck in resolving it.