Re: Boost Asset Stewardship Review from Andrey

From: Andrey Semashev (andrey.semashev_at_[hidden])
Date: 2024-09-11 22:14:50

On 9/11/24 21:39, Vinnie Falco wrote:
> On Wed, Sep 11, 2024 at 10:08 AM Andrey Semashev via Boost
> <boost_at_[hidden]> wrote:
> 
>>   All decisions of the Steering Committee shall be made by
>>   simple majority.
> 
> This applies only to decisions which require the fiscal sponsor to
> take an action. For example, to add or remove members of the SC, or to
> appoint a new representative. The agreement is silent otherwise.

Thank you, this is an important clarification. I wish it was more clear
from the FSA document.

> The language in the agreement might not make this crystal clear, and
> we can explore it before signing. If you are able, I suggest you get
> involved in that process. We can arrange to do it by email. The
> Current Committee should have its own lawyer to answer questions and
> propose changes. The Alliance can pay for that.

Given my complete lack of knowledge on the topic, I doubt I can be of
any help. I appreciate the offer, though.

My goal was to draw attention to this point so that the review manager
and Committee members are aware of it and perhaps initiate amendments
that make the wording more clear and in line with the intention of
making the SC more independent.

>> the goal is to ensure that the Steering Committee represents the
>> Boost project community rather than The C++ Alliance.
> 
> This is where things get a bit ambiguous. Are the folks in the
> Alliance not part of the Boost community? For example, Rene is on the
> Alliance board of directors (an unpaid position). Is he any less
> representative of the project than Peter Dimov? The Alliance is a
> non-profit, so there are no direct benefits especially to board
> members.

The question is not about whether the Alliance members are trustworthy
or not. Even at an unpaid position, there may be other material, legal,
public or other bindings, commitments or benefits stemming from the
association with the Alliance that can create conflict of interest. My
intention is to remove the possibility of such a conflict of interest
having effect on the SC.

> If Peter Dimov is on the Steering Committee and he joins the
> board of the C++ Alliance does that make him less legitimate as a
> member of the SC?

If his new position at The C++ Alliance creates a conflict of interest
with his activity in the SC, then yes, that does affect his legitimacy
at that point. That is regardless of how respectable, trustworthy,
recognized and integral that person is.

I don't have a definitive answer to your example, but I have a few ideas:

1. Add a new independent member to the SC so that The C++ Alliance is
still a minority in the SC. Though this has a downside that there might
not be a suitable candidate at that point.
2. There would be a prerequisite in the FSA that a member of the SC can
join the Alliance only if that doesn't make the Alliance presence in the
SC the majority.
3. Add a requirement to the FSA so that if a member of the SC is also a
member of The C++ Alliance, he must abstain from the decision making
process in the SC if there exists a conflict of interest. Though the
presence of a conflict of interest is a much less objective criteria
than a simple number of members.

I'm not insisting on any of these solutions, and maybe there are better
ones. I'm saying that the conflict of interest is a real threat, and the
FSA should account for it and ensure the SC is protected from it, one
way or another.

>> Another thing that bothers me is that The C++ Alliance reserves the
>> right to appoint members of the Steering Committee to bring its size up
>> to three members. I realize that this is supposed to be an emergency
>> plan of sorts, but it seems wrong that The C++ Alliance is making the
>> pick. It would seem, the self-preservation plan should be in the
>> Steering Committee's bylaws, and The C++ Alliance should not be acting
>> in its place.
> 
> The Steering Committee has no bylaws, because the SC is not a legal
> entity. It is a set of individuals recognized as a group only to the
> extent of what is defined in the FSA. If it did have bylaws, it would
> apply to its board of directors. And the rules for corporations
> require a board of directors to have at least 3 people :) If Boost
> can't keep 3 people on the Steering Committee, the project has bigger
> problems than Alliance taking action.

Maybe I used the term "bylaws" wrongly here, if it has legal
connotation. Let's call them "written rules" or "code" that are followed
by all SC members. What I'm saying is that the procedure of maintaining
a minimum size of three members should be written in those rules. As far
as the Alliance and FSA is concerned, the SC should present a
Representative that will communicate the SC decisions, and that's about
it. I don't see why the Alliance should be taking action to maintain the
size of the SC. And it doesn't sound right that it is the Alliance who
will be picking members and not the SC and the Boost community.

What the Alliance could do if the size of the SC is below the limit, is
initiate elections through the SC, so that the SC and the community do
the picking at the Alliance's request. Though I don't think that should
be necessary, since the SC should act before that according to its "rules".

>> I would like to ask the Alliance to be transparent about their planned
>> and ongoing activities wrt. Boost assets to avoid situations like this
> )> in the future.
> 
> We have and will continue to be transparent as you advise. Note,
> however, that the boost.org domain was never a "Boost asset" in the
> legal sense.

Well, that may be true in the legal sense, but I think we both agree
that the boost.org domain name is an asset associated with and used by
Boost. And a rather crucial one, too.