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

Lopsided structure puts at risk the prospect of widespread participation

By , Network World
September 17, 2009 04:15 PM ET

Network World - 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, 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.

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