Lazycoder

More on Codeplex.org

The CodePlex Foundation: First Impressions (and Recommendations)

 

Q:  So now let’s cover the basics; how is the Foundation set up?
A:  Microsoft organized CodePlex under the non-profit laws of the State of Washington, which may be a good neutral choice, or may not.  Most attorneys (myself included) aren’t familiar with Washington law, so it’s hard to tell (I always use Delaware law when forming a new non-profit, since its laws are very flexible, and most attorneys have some familiarity with it).  Also, CodePlex has not been set up as a membership organization, which is very unusual for an organization operating in an area that usually relies on consensus in order to be credible.
Q:  Is that good or bad?
A:  In my view, it’s bad, because it means that the Board of Directors not only has complete control, but the Board is also self-perpetuating (i.e., the directors elect their own successors).  Moreover, there are no term limits on how long a Board member can serve.  In this kind of organization, the Board is not answerable to the participants, and the participants have no say or control at all over how the organization is managed or evolves.
Q:  But as long as the Board is balanced, shouldn’t that be OK?
A:  In theory, yes.  And, to be fair, even in organizations (like most of the consortia I set up) where members elect the Board, almost all actions are approved by the Board, rather than the members.  And in order to pay the bills, its common that those that pay more get more of the board seats.  But I always try to get the founders to agree to charge smaller companies significantly less than large companies to join at a membership level with board election rights, and also to allocate board seats to achieve diversity in whatever way is relevant to the particular organization (e.g., geographically, by industry sector, to include end users, and so on).
In this case, individuals and companies that decide to participate in CodePlex won’t be able to vote for the directors at all.  At minimum, this means that CodePlex will have to work very hard to convince others that the Board really is balanced, and therefore will look out for the best interests of all stakeholders, and not just the company that is paying all of the bills.

An excellent review of the Codeplex.org structure written by someone with a history of setting up OSS foundations.