[Numpy-discussion] [DRAFT] numpy governance document

[Nathaniel Smith]

Hi all,

Here's a first draft of a governance document for NumPy.

A few people have seen sneak peeks and have suggested possibly
reorganizing it either by taking some of the "how consensus works"
stuff out into a separate document, or alternatively keeping that
stuff in the foreground and moving some of the more legalistic bits
into footnotes or something.

I think there's some value in having a single document that sorta lays
out everything a new contributor needs to know, both how things work
normally and how they work when we need to fall back on formal
processes, and have tried to make the different aspects fit together
better in this draft, but I'm happy to reorganize however if that's
what people want -- I just figured that I should at least get this out
so the content is available for discussion, even if the form isn't
perfect yet :-).

In case it's useful for context, large chunks of text are taken from
the Jupyter/IPython project's IPEP 29:
   https://github.com/ipython/ipython/wiki/IPEP-29:-Project-Governance
There are some random tweaks throughout, but the parts that are mostly
new are the "Summary", "Consensus-based decision making by the
community", and "Council decision making" sections.

-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:
@argriffing, Sebastian Berg, Jaime Fernández del Río, Ralf Gommers,
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, and ???? 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