[Numpy-discussion] interpretation of the draft governance document (was Re: Governance model request)

[Nathaniel Smith]

On Wed, Sep 23, 2015 at 11:59 AM, Travis Oliphant <travis at continuum.io>
wrote:

> Hi Nathaniel,
>
> Thanks for the clarifications.   Is the governance document committed to
> the repository?   I keep looking for it and have a hard time finding it ---
> I think I read it last in an email.
>

Indeed, sorry -- getting it into the repo has been on my todo list, though
somewhat on hold given the uncertainty the last few days. For reference in
the mean time, the original posting is here:
  http://thread.gmane.org/gmane.comp.python.numeric.general/61106
and I'll paste it again at the bottom of this email.

(The only difference between the version in this email and the previous
should be the addition of Jaime to fill in the empty slot on the tentative
NumFOCUS subcommittee.)


>
>
In this way, I could make Pull Requests to the governance document if there
> are concrete suggestions for change, and then have them reviewed in the
> standard way.
>
>
While this makes sense, I think the "standard way" for reviewing
substantive changes (i.e., not just simple wording changes) here would be
via discussion on the mailing list :-). We're still trying to figure out
the best way to balance github versus mailing list... it sounds like things
are at least converging somewhat, though, so I'll work on getting a PR
together soon in any case.

-n

------

The purpose of this document is to formalize the governance process used by
the NumPy project in both ordinary and extraordinary situations, and to
clarify how decisions are made and how the various elements of our
community interact, including the relationship between open source
collaborative development and work that may be funded by for-profit or
non-profit entities.

Summary
=======

NumPy is a community-owned and community-run project. To the maximum extent
possible, decisions about project direction are made by community consensus
(but note that "consensus" here has a somewhat technical meaning that might
not match everyone's expectations -- see below). Some members of the
community additionally contribute by serving on the NumPy steering council,
where they are responsible for facilitating the establishment of community
consensus, for stewarding project resources, and -- in extreme cases -- for
making project decisions if the normal community-based process breaks down.

The Project
===========

The NumPy Project (The Project) is an open source software project
affiliated with the 501(c)3 NumFocus Foundation. The goal of The Project is
to develop open source software for array-based computing in Python, and in
particular the `numpy` package, along with related software such as `f2py`
and the NumPy Sphinx extensions. The Software developed by The Project is
released under the BSD (or similar) open source license, developed openly
and hosted on public GitHub repositories under the `numpy` GitHub
organization.

The Project is developed by a team of distributed developers, called
Contributors. Contributors are individuals who have contributed code,
documentation, designs or other work to the Project. Anyone can be a
Contributor. Contributors can be affiliated with any legal entity or none.
Contributors participate in the project by submitting, reviewing and
discussing GitHub Pull Requests and Issues and participating in open and
public Project discussions on GitHub, mailing lists, and other channels.
The foundation of Project participation is openness and transparency.

Here is a list of the current Contributors to the main NumPy repository:

[
https://github.com/numpy/numpy/graphs/contributors](https://github.com/numpy/numpy/graphs/contributors)

The Project Community consists of all Contributors and Users of the
Project. Contributors work on behalf of and are responsible to the larger
Project Community and we strive to keep the barrier between Contributors
and Users as low as possible.

The Project is formally affiliated with the 501(c)3 NumFOCUS Foundation ([
http://numfocus.org](http://numfocus.org)), which serves as its fiscal
sponsor, may hold project trademarks and other intellectual property, helps
manage project donations and acts as a parent legal entity. NumFOCUS is the
only legal entity that has a formal relationship with the project (see
Institutional Partners section below).

Governance
==========

This section describes the governance and leadership model of The Project.

The foundations of Project governance are:

-   Openness & Transparency
-   Active Contribution
-   Institutional Neutrality

Consensus-based decision making by the community
------------------------------------------------

Normally, all project decisions will be made by consensus of all interested
Contributors. The primary goal of this approach is to ensure that the
people who are most affected by and involved in any given change can
contribute their knowledge in the confidence that their voices will be
heard, because thoughtful review from a broad community is the best
mechanism we know of for creating high-quality software.

The mechanism we use to accomplish this goal may be unfamiliar for those
who are not experienced with the cultural norms around free/open-source
software development. We provide a summary here, and highly recommend that
all Contributors additionally read [Chapter 4: Social and Political
Infrastructure](
http://producingoss.com/en/producingoss.html#social-infrastructure) of Karl
Fogel's classic *Producing Open Source Software*, and in particular the
section on [Consensus-based Democracy](
http://producingoss.com/en/producingoss.html#consensus-democracy), for a
more detailed discussion.

In this context, consensus does *not* require:

- that we wait to solicit everybody's opinion on every change,
- that we ever hold a vote on anything,
- or that everybody is happy or agrees with every decision.

For us, what consensus means is that we entrust *everyone* with the right
to veto any change if they feel it necessary. While this may sound like a
recipe for obstruction and pain, this is not what happens. Instead, we find
that most people take this responsibility seriously, and only invoke their
veto when they judge that a serious problem is being ignored, and that
their veto is necessary to protect the project. And in practice, it turns
out that such vetoes are almost never formally invoked, because their mere
possibility ensures that Contributors are motivated from the start to find
some solution that everyone can live with -- thus accomplishing our goal of
ensuring that all interested perspectives are taken into account.

How do we know when consensus has been achieved? In principle, this is
rather difficult, since consensus is defined by the absence of vetos, which
requires us to somehow prove a negative. In practice, we use a combination
of our best judgement (e.g., a simple and uncontroversial bug fix posted on
GitHub and reviewed by a core developer is probably fine) and best efforts
(e.g., all substantive API changes must be posted to the mailing list in
order to give the broader community a chance to catch any problems and
suggest improvements; we assume that anyone who cares enough about NumPy to
invoke their veto right should be on the mailing list). If no-one bothers
to comment on the mailing list after a few days, then it's probably fine.
And worst case, if a change is more controversial than expected, or a
crucial critique is delayed because someone was on vacation, then it's no
big deal: we apologize for misjudging the situation, [back up, and sort
things out](
http://producingoss.com/en/producingoss.html#version-control-relaxation).

If one does need to invoke a formal veto, then it should consist of:

- an unambiguous statement that a veto is being invoked,
- an explanation of why it is being invoked, and
- a description of what conditions (if any) would convince the vetoer to
withdraw their veto.

If all proposals for resolving some issue are vetoed, then the status quo
wins by default.

In the worst case, if a Contributor is genuinely misusing their veto in an
obstructive fashion to the detriment of the project, then they can be
ejected from the project by consensus of the Steering Council -- see below.

Steering Council
----------------

The Project will have a Steering Council that consists of Project
Contributors who have produced contributions that are substantial in
quality and quantity, and sustained over at least one year. The overall
role of the Council is to ensure, with input from the Community, the
long-term well-being of the project, both technically and as a community.

During the everyday project activities, council members participate in all
discussions, code review and other project activities as peers with all
other Contributors and the Community. In these everyday activities, Council
Members do not have any special power or privilege through their membership
on the Council. However, it is expected that because of the quality and
quantity of their contributions and their expert knowledge of the Project
Software and Services that Council Members will provide useful guidance,
both technical and in terms of project direction, to potentially less
experienced contributors.

The Steering Council and its Members play a special role in certain
situations. In particular, the Council may, if necessary:

-   Make decisions about the overall scope, vision and direction of the
project.
-   Make decisions about strategic collaborations with other organizations
or individuals.
-   Make decisions about specific technical issues, features, bugs and pull
requests. They are the primary mechanism of guiding the code review process
and merging pull requests.
-   Make decisions about the Services that are run by The Project and
manage those Services for the benefit of the Project and Community.
-   Update policy documents such as this one.
-   Make decisions when regular community discussion doesn’t produce
consensus on an issue in a reasonable time frame.

However, the Council's primary responsibility is to facilitate the ordinary
community-based decision making procedure described above. If we ever have
to step in and formally override the community for the health of the
Project, then we will do so, but we will consider reaching this point to
indicate a failure in our leadership.

### Council decision making

If it becomes necessary for the Steering Council to produce a formal
decision, then they will use a form of the [Apache Foundation voting
process](https://www.apache.org/foundation/voting.html). This is a
formalized version of consensus, in which +1 votes indicate agreement, -1
votes are vetoes (and must be accompanied with a rationale, as above), and
one can also vote fractionally (e.g. -0.5, +0.5) if one wishes to express
an opinion without registering a full veto. These numeric votes are also
often used informally as a way of getting a general sense of people's
feelings on some issue, and should not normally be taken as formal votes. A
formal vote only occurs if explicitly declared, and if this does occur then
the vote should be held open for long enough to give all interested Council
Members a chance to respond -- at least one week.

In practice, we anticipate that for most Steering Council decisions (e.g.,
voting in new members) a more informal process will suffice.

### Council membership

To become eligible to join the Steering Council, an individual must be a
Project Contributor who has produced contributions that are substantial in
quality and quantity, and sustained over at least one year. Potential
Council Members are nominated by existing Council members and voted upon by
the existing Council after asking if the potential Member is interested and
willing to serve in that capacity. The Council will be initially formed
from the set of existing Core Developers who, as of late 2015, have been
significantly active over the last year.

When considering potential Members, the Council will look at candidates
with a comprehensive view of their contributions. This will include but is
not limited to code, code review, infrastructure work, mailing list and
chat participation, community help/building, education and outreach, design
work, etc. We are deliberately not setting arbitrary quantitative metrics
(like “100 commits in this repo”) to avoid encouraging behavior that plays
to the metrics rather than the project’s overall well-being. We want to
encourage a diverse array of backgrounds, viewpoints and talents in our
team, which is why we explicitly do not define code as the sole metric on
which council membership will be evaluated.

If a Council member becomes inactive in the project for a period of one
year, they will be considered for removal from the Council. Before removal,
inactive Member will be approached to see if they plan on returning to
active participation. If not they will be removed immediately upon a
Council vote. If they plan on returning to active participation soon, they
will be given a grace period of one year. If they don’t return to active
participation within that time period they will be removed by vote of the
Council without further grace period. All former Council members can be
considered for membership again at any time in the future, like any other
Project Contributor.  Retired Council members will be listed on the project
website, acknowledging the period during which they were active in the
Council.

The Council reserves the right to eject current Members, if they are deemed
to be actively harmful to the project’s well-being, and attempts at
communication and conflict resolution have failed. This requires the
consensus of the remaining Members.

[We also have to decide on the initial membership for the Council. While
the above text makes pains to distinguish between "committer" and "Council
Member", in the past we've pretty much treated them as the same. So to keep
things simple and deterministic, I propose that we seed the Council with
everyone who has reviewed/merged a pull request since Jan 1, 2014, and move
those who haven't used their commit bit in >1.5 years to the emeritus list.
Based on the output of

   git log --grep="^Merge pull request" --since 2014-01-01 | grep Author: |
sort -u

I believe this would give us an initial Steering Council of: Sebastian
Berg, Jaime Fernández del Río, Ralf Gommers, Alex Griffing, Charles Harris,
Nathaniel Smith, Julian Taylor, and Pauli Virtanen (assuming everyone on
that list is interested/willing to serve).]

### Conflict of interest

It is expected that the Council Members will be employed at a wide range of
companies, universities and non-profit organizations. Because of this, it
is possible that Members will have conflict of interests. Such conflict of
interests include, but are not limited to:

-   Financial interests, such as investments, employment or contracting
work, outside of The Project that may influence their work on The Project.
-   Access to proprietary information of their employer that could
potentially leak into their work with the Project.

All members of the Council shall disclose to the rest of the Council any
conflict of interest they may have. Members with a conflict of interest in
a particular issue may participate in Council discussions on that issue,
but must recuse themselves from voting on the issue.

### Private communications of the Council

Unless specifically required, all Council discussions and activities will
be public and done in collaboration and discussion with the Project
Contributors and Community. The Council will have a private mailing list
that will be used sparingly and only when a specific matter requires
privacy.  When private communications and decisions are needed, the Council
will do its best to summarize those to the Community after eliding
personal/private/sensitive information that should not be posted to the
public internet.

### Subcommittees

The Council can create subcommittees that provide leadership and guidance
for specific aspects of the project. Like the Council as a whole,
subcommittees should conduct their business in an open and public manner
unless privacy is specifically called for. Private subcommittee
communications should happen on the main private mailing list of the
Council unless specifically called for.

### NumFOCUS Subcommittee

The Council will maintain one narrowly focused subcommittee to manage its
interactions with NumFOCUS.

-   The NumFOCUS Subcommittee is comprised of 5 persons who manage project
funding that comes through NumFOCUS. It is expected that these funds will
be spent in a manner that is consistent with the non-profit mission of
NumFOCUS and the direction of the Project as determined by the full Council.
-   This Subcommittee shall NOT make decisions about the direction, scope
or technical direction of the Project.
-   This Subcommittee will have 5 members, 4 of whom will be current
Council Members and 1 of whom will be external to the Steering Council. No
more than 2 Subcommitee Members can report to one person through employment
or contracting work (including the reportee, i.e. the reportee + 1 is the
max). This avoids effective majorities resting on one person.

[Initially, the NumFOCUS subcommittee will consist of: Chuck Harris, Ralf
Gommers, Nathaniel Smith, Jaime Fernández del Río as internal members, and
Thomas Caswell as external member.]

Institutional Partners and Funding
==================================

The Steering Council are the primary leadership for the project. No outside
institution, individual or legal entity has the ability to own, control,
usurp or influence the project other than by participating in the Project
as Contributors and Council Members. However, because institutions can be
an important funding mechanism for the project, it is important to formally
acknowledge institutional participation in the project. These are
Institutional Partners.

An Institutional Contributor is any individual Project Contributor who
contributes to the project as part of their official duties at an
Institutional Partner. Likewise, an Institutional Council Member is any
Project Steering Council Member who contributes to the project as part of
their official duties at an Institutional Partner.

With these definitions, an Institutional Partner is any recognized legal
entity in the United States or elsewhere that employs at least 1
Institutional Contributor of Institutional Council Member. Institutional
Partners can be for-profit or non-profit entities.

Institutions become eligible to become an Institutional Partner by
employing individuals who actively contribute to The Project as part of
their official duties. To state this another way, the only way for a
Partner to influence the project is by actively contributing to the open
development of the project, in equal terms to any other member of the
community of Contributors and Council Members. Merely using Project
Software in institutional context does not allow an entity to become an
Institutional Partner. Financial gifts do not enable an entity to become an
Institutional Partner. Once an institution becomes eligible for
Institutional Partnership, the Steering Council must nominate and approve
the Partnership.

If an existing Institutional Partner no longer has a contributing employee,
they will be given a 1 year grace period for remaining employees to begin
contributing.

An Institutional Partner is free to pursue funding for their work on The
Project through any legal means. This could involve a non-profit
organization raising money from private foundations and donors or a
for-profit company building proprietary products and services that leverage
Project Software and Services. Funding acquired by Institutional Partners
to work on The Project is called Institutional Funding. However, no funding
obtained by an Institutional Partner can override the Steering Council. If
a Partner has funding to do NumPy work and the Council decides to not
pursue that work as a project, the Partner is free to pursue it on their
own. However in this situation, that part of the Partner’s work will not be
under the NumPy umbrella and cannot use the Project trademarks in a way
that suggests a formal relationship.

Institutional Partner benefits are:

-   Acknowledgement on the NumPy websites, in talks and T-shirts.
-   Ability to acknowledge their own funding sources on the NumPy websites,
in talks and T-shirts.
-   Ability to influence the project through the participation of their
Council Member.
-   Council Members invited to NumPy Developer Meetings.

Existing Institutional Partners:

-   UC Berkeley (Nathaniel Smith)

Acknowledgements
================

Substantial portions of this document were ~~inspired~~ stolen wholesale
from the Jupyter/IPython project's governance document, [IPEP 29](
https://github.com/ipython/ipython/wiki/IPEP-29:-Project-Governance).


-- 
Nathaniel J. Smith -- http://vorpus.org
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