governance charter document

governance-charter.md

@@ -0,0 +1,234 @@
+# OpenTelemetry Governance Committee Charter
+
+Last update: 5/31/2019
+
+## Overview
+
+This document describes the bootstrapping process for the OpenTelemetry
+Governance Committee. It describes the formation of the initial governance
+committee and its core responsibilities. This includes its governance processes
+and processes to reform itself as necessary.
+
+## Goals
+
+The initial role of the governance committee is to **instantiate the formal
+process for OpenTelemetry governance**. In addition to defining the initial
+governance process, the bootstrap committee strongly believes that **it is
+important to provide a means for iterating** the processes defined by the
+governance committee. We do not believe that we will get it right the first
+time, or possibly ever, and won’t even complete the governance development in a
+single shot. The role of the governance committee is to be a live, responsive
+body that can refactor and reform as necessary to adapt to a changing project
+and community.
+
+## Scope
+
+The Steering Committee has a set of rights and responsibilities including the
+following:
+
+- Charter for **Technical Committee**.
+- Define, evolve, and defend a **Code of Conduct**, which must include a
+  neutral, unbiased process for resolving conflicts.
+- Define and evolve **project governance structures and policies**, including
+  how contributors become committers/maintainers, approvers, reviewers, members,
+  etc.
+- Decide, for the purpose of elections, who can vote.
+- Logo/landing page/marketing. 
+- Maintain relationships with CNCF. For instance, creating [documents describing
+  the project](https://github.com/cncf/toc/blob/master/proposals/opentelemetry.adoc)
+- Define, evolve, and defend the **vision, values, mission, and scope** of the
+  project - to establish and maintain the soul of OpenTelemetry.
+- Decide how and when **official releases** of OpenTelemetry artifacts are
+  made and what they include.
+- Establish processes regarding, and provide **a final escalation path** for any
+  contested OpenTelemetry related decision.
+- Establish processes regarding other **project resources/assets**, including
+  artifact repositories, build and test infrastructure, web sites and their
+  domains, blogs, social-media accounts, etc.
+- **Request funds** and other support from the CNCF (e.g. marketing, press,
+  etc.).
+- **Delegate appropriate authority** to trusted individuals.
+
+This work is to be handled by the Governance Committee or delegated to other
+project groups like the Technical Committee (to be chartered by Fall 2019).
+
+## Committee Structure
+
+### Establishment of a governance committee
+
+To bootstrap the process of OpenTelemetry governance, 5 individuals (Ben
+Sigelman, Bogdan Drutu, Sergey Kanzhelev, Sarah Novotny, and Yuri Shkuro) were
+identified to be the *Bootstrap Committee*, to provide the initial process that
+can bootstrap the remainder of the process.
+
+The Bootstrap Committee will be replaced by the elected OpenTelemetry Governance
+Committee. Ultimately, the **OpenTelemetry Governance Committee will consist
+of 5 individual members** of the community **elected for 2 year terms**. The
+terms will be **staggered with 1 year elections** (alternating 2 seats and 3
+seats). [TARGET FALL 2019]
+
+To provide a level of continuity as this process is established, the initial
+committee will include continuity members, expanding the size to 9 members,
+which will be eliminated after the first two years. 
+
+This year (2019) as this approval is enacted, the committee will consist of the
+members of the bootstrap committee (Ben Sigelman, Bogdan Drutu, Sarah Novotny,
+Sergey Kanzhelev, Yuri Shkuro) plus 4 positions to be elected from the
+community. Of the 4 members that are elected, 2 will have a two year term and 2
+will have one year term. 
+
+One year later (in 2020) there will be an election of the 2 people serving a two
+year term. The continuity members of the original bootstrap committee will
+continue to serve.
+
+One year after that (2021), the continuity positions will be eliminated and the
+committee will shrink to the final size of 5. There will be an election to fill
+the 3 open seats on the governance committee. The previous continuity members
+are eligible to run for these seats.
+
+The committee will continue to iterate with alternating elections of two and
+three members each year. 
+
+For clarity, a table describing this process is given below:
+
+| *Year* | *Continuity* | *Election Cohort #1*    | *Election Cohort #2*    |
+| ------ | ------------ | ----------------------- | ----------------------- |
+| 2019   | 5 people     | **2 people** (2yr term) | **2 people** (1yr term) |
+| 2020   | -            | -                       | **2 people** (2yr term) |
+| 2021   | 0 people     | **3 people** (2yr term) | -                       |
+| 2022   | -            | -                       | **2 people** (2yr term) |
+| 2023   | -            | **3 people** (2yr term) | -                       |
+
+## Elections
+
+*Special note*: The bootstrap committee pledges to recuse itself from any direct
+election activities while they serve as continuity members. Members of the
+bootstrap committee will refrain from endorsing or otherwise advocating for any
+candidate (with the exception that the members of the bootstrap committee may
+vote in the elections, and may choose to run in the 2021 election).
+
+### Members of Standing
+
+Standing in the OpenTelemetry community will be defined by the union of:
+
+- Active members - those with 20 contributions (PRs, Issues, Comments etc.) in
+  the prior rolling year.
+- All approvers, and maintainers in the OpenTelemetry organization
+
+Members who don’t meet the criteria above and are part of the following are
+encouraged to help us evolve the definition of Member of Standing through the
+Exception Process outline below.
+
+- Maintainers for projects (vendors, OSS observability solutions, etc) with
+  strong end-user adoption that have taken a hard dependency on OpenTelemetry
+  APIs or data formats (one representative per project)
+- Representatives from major organizations that have adopted OpenTelemetry as
+  end-users (one representative per organization)
+
+The bootstrap committee explicitly believes that this heuristic will be
+inaccurate and not represent the entire community. An exception form will be
+provided for people who have contributed to the project but may not meet these
+criteria. Exception eligibility applications will be approved by the bootstrap
+committee by a simple majority vote. The exception process will be used as data
+points for refining the criteria for the future.
+
+Within its first year, the Steering Committee will redefine these criteria
+around a more robust idea of community membership.
+
+### Eligibility for candidacy
+
+Anyone may nominate either themselves or someone else to be a candidate in the
+election. To be ratified as a candidate, the nominee must accept the nomination
+and three Members of Standing (including the nominator, if she/he has standing)
+from three different employers, must endorse the nomination.
+
+Nominators are free to nominate as many people as they wish to. Members of
+Standing may endorse multiple nominees, but we expect endorsements to be in good
+faith. If this turns out to be a problem, this will be reconsidered.
+
+### Eligibility for voting
+
+All Members of Standing are eligible to vote for the governance committee
+members. 
+
+### Election process
+
+Elections will be held using time-limited Condorcet ranking on
+[CIVS](http://civs.cs.cornell.edu/). The top vote getters will be elected to the
+respective positions. 
+
+### Maximal representation
+
+To encourage diversity there will be a maximum of one-third representation on
+the Steering Committee from any one company at any time. If the outcomes of an
+election result in greater than 1/3 representation (or maximum of two, whichever
+is greater), the lowest vote getters from any particular company will be removed
+until representation on the committee is less than one-third.
+
+If percentages shift because of job changes, acquisitions, or other events,
+sufficient members of the committee must resign until max one-third
+representation is achieved. If it is impossible to find sufficient members to
+resign, the entire company’s representation will be removed and new special
+elections held. In the event of a question of company membership (for example
+evaluating independence of corporate subsidiaries) a majority of all
+non-involved Governance Committee members will decide. 
+
+### Initial Election
+
+Because of the need to bootstrap a staggered election cycle, some of the initial
+committee members will only serve a single year term. These two people will be
+selected from the "lowest vote getters" from the four non-continuity committee
+members in the initial election.
+
+The bootstrap committee will operate the election and circulate a timeline for
+nominations, and the vote.
+
+### Special Elections
+
+In the event of a resignation or other loss of a governance committee member, a
+special election for that position will be held as soon as possible. The same
+group of people as described in "eligibility for voting" will vote in the
+special election. A committee member elected in a special election will serve
+out the remainder of the term for the person they are replacing, regardless of
+the length of that remainder. If a continuity member resigns or otherwise is
+lost from the Committee, that position will not be filled.
+
+### Limiting Corporate Campaigning Support
+
+To reduce the size of company advantages, candidates may not use their companies
+internal or external brand to campaign. Their employers cannot solicit votes on
+their behalf or sponsor candidates from partner organizations. Simply put,
+elections highlight individuals outside of their corporate role and should be
+treated as "brand free" activities.
+
+## Refactoring or reforming the governance committee
+
+At any time the governance committee may vote, via supermajority (greater than
+two-thirds of votes), to rewrite or remove any part of this charter. Beyond
+small tweaks, this should be used sparingly, if ever, and in the presence of
+clear failures of the process. We explicitly do not allocate a role for the
+broader community in reformulating governance, we believe that in such a case
+the community will "vote with their feet" by either leaving or forking the
+project.
+
+## Emeritus Term
+
+Members of the governance committee will graduate to becoming *Emeritus* members
+of the governance committee.
+
+## Governance Committee Meetings
+
+Regular governance committee meetings will be held, at least once per month. The
+entire governance committee is generally expected to attend every meeting, but
+quorum is met with 2/3 attendance. If a member misses more than 50% of all
+meetings held within a six month period then they will be removed from the
+committee and a special election will be held. Recorded videos of the meetings
+will be made publicly available in a timely manner.
+
+Non-recorded, closed meetings are reserved for confidential matters (for
+example, code of conduct issues) which are not appropriate to be shared with the
+broader community. Governance committee meetings can be made closed by a simple
+majority vote of the governance committee members, but closed meetings do not
+count towards the required meeting frequency. The governance committee will
+inform the community if a particular meeting is closed, as well as the general
+reasons for this, prior to the meeting taking place.