Microsoft’s CodePlex Foundation has credibility issues already, critic says

Lopsided structure puts at risk the prospect of widespread participation

Microsoft’s new CodePlex Foundation has serious flaws to correct if it wants to become a credible force in the open source industry, and attract a diverse collection of developers and participants, according to an expert in forming consortia and foundations.

Andy Updegrove, a lawyer and founder of ConsortiumInfo.org, says Microsoft has created with CodePlex a rigid foundation that has almost no wiggle room and a poorly crafted governance structure that concentrates authority at the top and leaves little power to others that might join the foundation.

With the current structure, Updegrove says Microsoft will have a Herculean task in creating an open forum and convincing people of the software giant’s true intentions, especially given its strained relationship with the open source community.

“They have not done a good job articulating the value proposition for the community and at the same time they have not come up with a convincing framework to make them feel safe,” says Updegrove.

His reaction comes on the heels of last week’s creation by Microsoft of the CodePlex Foundation. The foundation’s stated goal is “to enable the exchange of code and understanding among software companies and open source communities.” The foundation, funded with $1 million from Microsoft, includes four Microsoft employees among the six-person Board of Directors and another six employees on the 12-person Board of Advisors.

The foundation says the board is a placeholder and will act as a search committee for a permanent board that will include only five members. The board’s interim president is Microsoft’s open source guru Sam Ramji, who announced after the formation of CodePlex that he is leaving Microsoft next month to join a cloud computing startup.

Updegrove, an open source and standards advocate who sits on the board of the American National Standards Institute (ANSI) and formerly was on the board of directors at the Linux Foundation, says that while CodePlex has noble goals, it hasn’t organized itself for success.

“If you are thinking about a quote unquote consensus organization, which is what I would say such an organization as this needs to be to have success, to have five people run the show is not a smart way to do it,” says Updegrove.

He says that is especially true when Microsoft is the founding member.

“Microsoft has to try harder to convince people its heart is in the right place because so often it hasn't been there [with open source],” says Updegrove. “Microsoft can’t control [the foundation].”

He says the Eclipse Foundation is a perfect example. Once IBM gave up control, the foundation, which now has 170 members, took off and became a success. Eclipse has 14 people on its board and each one has influence over the strategic direction of the foundation.

Updegrove laid out in a blog post five things Microsoft must change if they want to be successful: create a board with no fewer than 11 members, allow companies to have no more than one representative on the Board of Directors or Board of Advisors, organize board seats by category, establish membership classes with rights to nominate and elect directors, and commit to an open membership policy.

He said Microsoft has to create a structure that it "demonstrably can't control.” He said Microsoft erred in not launching the foundation with co-sponsors, which is a traditional way to operate. Updegrove notes that all the current projects under consideration by CodePlex are from Microsoft.

In addition, the fact that Microsoft is providing all the funding for the first year of operation makes it hard to convince people the foundation is independent and neutral.

He also says there are a number of "gotchas” in the documentation that raise questions. While some of those could be reversed, Updegrove points out that the decision for the foundation not to by a membership organization is so fundamental that it likely won’t be altered.

"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," Updegrove wrote in his blog post.

In addition, Updegrove said the licensing proposed by the foundation creates more of an all-purpose license that does match with today's open source standards.

"Why would any developer or contributor want to sign such an all purpose license? Lines of code are contributed to defined projects, not to some code bank where they can be archived for posterity," Updegrove wrote in his blog.

He also says the CodePlex mission seems to bend toward Microsoft's unique set of challenges with open source development. The CodePlex documentation lists reasons that commercial software developers under-participate in open source projects including cultural differences and differing perspectives on licensing, as well as, patents and copyrights.

"I expect that unless significant changes are made, many people will conclude that CodePlex is intended to become some sort of “alternative universe” of open source development, populated by Microsoft business partners, where only the more limited types of open source licenses are considered to be good options for developers to use," Updegrove said.

Microsoft leaves the door open for changes: The foundations bylaws state: “We think one of the board's primary missions is to act as a search committee to find a permanent board of directors that brings representation from commercial software companies and open source communities such that all parties feel confident the board can fairly represent their views.”

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