Merge pull request #1217 from pymc-devs/governance

Governance document

Author: Chris Fonnesbeck

governance.md

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+# Main Governance Document
+
+
+The Project
+===========
+
+The PyMC3 Project (The Project) is an open source software project
+affiliated with the 501c3 NumFocus Foundation. The goal of The Project is to
+develop open source software and deploy open and public websites and services
+for reproducible, exploratory and interactive computing. The Software developed
+by The Project is released under the Apache 2 open source license,
+developed openly and hosted in public GitHub repositories under the
+[GitHub organization](https://github.com/pymc-devs/pymc3). Examples of
+Project Software include the PyMC3 code and the Documentation, etc. The Services run by the
+Project consist of public websites and web-services that are hosted
+at [http://pymc-devs.github.io/pymc3/](http://pymc-devs.github.io/pymc3/) 
+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 one or more Project repositories.
+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, Google+, Slack, Hackpad, Gitter chat
+rooms and mailing lists. The foundation of Project participation is openness
+and transparency.
+
+Here is a list of the current Contributors to the main repository:
+- John Salvatier
+- Chris Fonnesbeck
+- Thomas Wiecki
+- Peadar Coyle
+- Taku Yoshioka
+- Austin Rochford
+- Jon Sedar
+
+
+There are also many other Contributors listed in the logs of other repositories of
+the PyMC and projects.
+
+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 501c3 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
+
+Traditionally, Project leadership was provided by a BDFL (Chris Fonnesbeck) and
+subset of Contributors, called Core Developers, whose active and consistent
+contributions have been recognized by their receiving “commit rights” to the
+Project GitHub repositories. In general all Project decisions are made through
+consensus among the Core Developers with input from the Community. The BDFL
+can, but rarely chooses to, override the Core Developers and make a final
+decision on a matter.
+
+While this approach has served us well, as the Project grows and faces more
+legal and financial decisions and interacts with other institutions, we see a
+need for a more formal governance model. Moving forward The Project leadership
+will consist of a BDFL and Steering Council. We view this governance model as
+the formalization of what we are already doing, rather than a change in
+direction.
+
+BDFL
+----
+
+The Project will have a BDFL (Benevolent Dictator for Life), who is currently
+Chris Fonnesbeck. As Dictator, the BDFL has the authority to make all final
+decisions for The Project. As Benevolent, the BDFL, in practice chooses to
+defer that authority to the consensus of the community discussion channels and
+the Steering Council (see below). It is expected, and in the past has been the
+case, that the BDFL will only rarely assert his/her final authority. Because
+rarely used, we refer to BDFL’s final authority as a “special” or “overriding”
+vote. When it does occur, the BDFL override typically happens in situations
+where there is a deadlock in the Steering Council or if the Steering Council
+asks the BDFL to make a decision on a specific matter. To ensure the
+benevolence of the BDFL, The Project encourages others to fork the project if
+they disagree with the overall direction the BDFL is taking. The BDFL is chair
+of the Steering Council (see below) and may delegate his/her authority on a
+particular decision or set of decisions to any other Council member at his/her
+discretion.
+
+The BDFL can appointing his/her successor, but it is expected that the Steering
+Council would be consulted on this decision. If the BDFL is unable to appoint a
+successor, the Steering Council will make a suggestion or suggestions to the
+Main NumFOCUS Board. While the Steering Council and Main NumFOCUS Board will
+work together closely on the BDFL selection process, the Main NUMFOCUS Board
+will make the final decision.
+
+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, through working with the BDFL and taking 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:
+
+-   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.
+-   Make decisions when regular community discussion doesn’t produce consensus
+    on an issue in a reasonable time frame.
+
+### Council membership
+
+To become eligible for being a Steering Council Member 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 2014, 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 by the BDFL 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, other than the BDFL,
+if they are deemed to be actively harmful to the project’s well-being, and
+attempts at communication and conflict resolution have failed.
+
+### Conflict of interest
+
+It is expected that the BDFL and 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, BDFL included, 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. If the BDFL has
+recused his/herself for a particular decision, they will appoint a substitute
+BDFL for that decision.
+
+### 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.
+
+Question: if the BDFL is not on a subcommittee, do they still have override
+authority?
+
+Suggestion: they do, but they should appoint a delegate who plays that role
+most of the time, and explicit BDFL intervention is sought only if the
+committee disagrees with that delegate’s decision and no resolution is possible
+within the team. This is different from a BDFL delegate for a specific decision
+(or a recusal situation), where the BDFL is literally giving up his/her
+authority to someone else in full. It’s more like what Linus Torvalds uses with his
+“lieutenants” model.
+
+### 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.
+
+
+### Institutional Partners and Funding
+
+The BDFL and 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 are
+the primary 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 one Institutional
+Contributor or 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
+an Institutional Partner to influence the project is by actively
+contributing to the open development of the project, on equal terms
+with any other member of the community of Contributors and Council
+Members. Merely using PyMC3 Software or Services in an
+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 one-year grace period for other 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 Project BDFL and Steering Council. If a Partner has
+funding to do PyMC3 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
+PyMC3 banner and cannot use the Project trademarks in a way that
+suggests a formal relationship.
+
+To acknowledge institutional contributions, there are two level of Institutional
+Partners, with associated benefits:
+
+**Tier 1** = an institution with at least one Institutional Council Member
+
+-   Acknowledged on the PyMC websites, in talks and T-shirts.
+-   Ability to acknowledge their own funding sources on the PyMC
+    websites, in talks and T-shirts.
+-   Unlimited participation in the annual Institutional Partners Workshop, held
+    during the (planned) annual PyMC Project Retreat. This allows the
+    Institutional Partner to invite as many of their own employees and funding
+    sources and collaborators as they want, even if they are not project
+    Contributors or Council Members.
+-   Ability to influence the project through the participation of their Council
+    Member.
+-   Council Members are invited to the bi-annual PyMC Developer Meeting.
+
+**Tier 2** = an institution with at least one Institutional Contributor
+
+-   Same benefits as Tier 1 level Partners, but:
+-   Only Institutional Contributors are invited to the Institutional Partners
+    Workshop and bi-annual PyMC Developer Meeting