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Tue

05

Mar

2013

Proposed governance change: dissolving the Community Oversight Committee
Written by Paul Orwig   
Tuesday, 05 March 2013 18:43

In December of 2012, the Community Oversight Committee (COC) notified the board of Open Source Matters (OSM) that they had started the process to dissolve their committee. That process included consulting with an attorney experienced in such matters who could draft the necessary changes to the OSM by-laws. The COC also asked for feedback from OSM board members regarding if they agreed or disagreed with this proposed change.

In February of 2013, the COC notified OSM that they had voted unanimously to dissolve their committee. They also shared a set of revisions to the OSM by-laws to reflect this proposed change that were written by the previously contacted attorney.

This proposed change will be discussed and voted on by OSM board members in our next board meeting that is scheduled to take place on Tuesday,  March 19. Because this represents a proposed change to an aspect of the Joomla project's governance, OSM wants to invite comments from the community about this matter in advance of our discussion and vote.

Here are some questions and answers that will hopefully help community members better understand this proposed change:

What are OSM and the COC?

OSM is the non-profit organization that provides legal, financial, and organizational support for the Joomla project.

The COC is a part of OSM's legal structure that was formed to provide oversight over OSM. They are mentioned in the OSM by-laws, and they are responsible for adding and removing OSM board members.

OSM's stewardship of the Joomla project's legal and financial assets is an important responsibility. The COC was created as a way to hopefully prevent OSM from either intentionally or unintentionally mis-managing the Joomla project's legal and financial matters.

How does the COC fulfill its responsibilities?

OSM board members ask for nominations from the community for new board members, and then they discuss and submit recommendations for new board members to the COC. Recommendations are also submitted to the COC when board members request that their terms be renewed, if the full board votes to support those requests. The COC then votes to accept or reject these recommendations for new or renewing board members.

COC members may also choose on their own to vote to remove any existing OSM board member. The COC members have access to the OSM private email list.

Why has the COC voted to dissolve their committee?

Discussions about the role of the COC, including its potential dissolution, have taken place at previous Joomla leadership summits in July 2011 (San Jose, California USA) and May 2012 (Bad Nauheim, Germany). These discussions involved members from all of Joomla's leadership teams, including COC members.

The COC voted to dissolve their committee because, over time, "OSM has proven itself to be a competent and trustworthy steward of the Joomla project's legal and financial assets, and the COC members feel there is no longer an important need for the type of oversight they were formed to provide."

What is the significance of this proposed change?

If OSM votes to accept this change to the OSM by-laws, then OSM will essentially become a self-governing body, with the authority to add and remove its members. This is the same type of authority that Joomla's other two leadership teams (the Production Leadership Team and the Community Leadership Team) have for their members.

Where are the complete current OSM by-laws?

The complete current OSM by-laws are published here.

What are the specific proposed changes to the OSM by-laws that OSM will discuss and vote on in its March 2013 board meeting?

Article III, Section 2 is proposed to be revised to read as follows:

3. REMOVAL AND NUMBER OF DIRECTORS.

The Board will have as many Directors as it determines necessary, such number not to be less than three. Any or all of the Directors may be removed with or without cause by a vote of the Directors or according to Article IV.

Article III, Section 10 is proposed to be revised to read as follows:

10. EXECUTIVE AND OTHER COMMITTEES.

The Board may designate from among its members, the Corporation's Officers, and the public, an executive committee and other committees, each consisting of three or more people. Each such committee will serve at the pleasure of the Board.

Article IV is proposed to be revised to read as follows:

The standing committee known as the Community Oversight Committee (the Committee) is disbanded. The Board will not be overseen by the Committee.

Open Source Matters thanks everyone who has served on the Committee: Brad Baker, Shayne Bartlett, Levis Bisson, Michelle Bisson, Chris Davenport, Rey Gigataras, Wilco Jansen, Johan Janssens, Alex Kempkens, Mateusz Krzeszowiec, Louis Landry, Andy Miller, Sam Moffatt, Ole Bang Ottosen, Wendy Robinson, Peter Russell, Rob Schley, Marko Schmuck, and Antonie de Wilde.

Article VII is proposed to be revised as follows:

ARTICLE VII - AMENDMENTS

The By-Laws may be adopted, amended or repealed by action of the Board at any time.

What is the next step in this process?

OSM invites members of the community to share their comments about this proposed change to an aspect of the project's governance. Following this two week period for public comments, members of the OSM board of directors will discuss and vote on the proposed changes to the OSM by-laws to dissolve the COC. OSM will publish an update following our vote about this.