For your consideration: Proposed bylaws changes to improve our membership experience

PSF
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Regarding the Board votes, I will say from experience that unanimous decisions are a pretty high bar, at least as of the last ~10 years or so. (They were a lot easier when the Board met face to face, and it was smaller and more homogeneous.) It’s a problem of logistics more than of opinions.

(On top of that, the requirement for something to be unanimous puts extra pressure on Board members to vote affirmatively. Email votes by the Board have to be unanimous under Delaware law. It always made scheduling them extra harrowing because it makes it so much more important everyone has all the context, and all the necessary time available for the discussions and the vote. Volunteers do not always have all the time available, but the work still needs to happen.)

Requiring 2/3rds or such approval doesn’t sound unreasonable. I would probably vote in favour of such a change, either as part of this vote (although that seems logistically tricky) or a follow-up change next year. I’m still very much in favour of all three these changes.

In the mean time, I will point out that the Board votes are public record, so if any Fellows end up being evicted by the Board following the bylaw changes, it will be easy to see by which margin those votes were passed.

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Let’s be clear though: this isn’t a jury making a judgement here. That would be the CoC WG, really. Or, I dunno, maybe a real justice system, in a hypothetical case where a Fellow tried to commit fraud using their PSF status. The Board vote is more like the sentencing phase (although really the analogy is marginal at best.)

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I had a hard time finding a non-unanimous vote in the record, although abstentions are much more common in recent years. Otherwise it’s like (copying the outcome lines from the start):

Approved 11-0-0, 2024-2-14
Approved 10-0-0, 2024-2-14
Approved 11-0-0, 2024-2-14
Approved; 9-0-1, 2024-2-14
Approved 10-0-0, 2023-12-13
Approved 8-0-2, 2023-12-13
Approved; 8-0-1, 2023-12-13
Approved; 9-0-0, 2023-11-15
Approved 8-0-0, 2023-10-12
Approved 8-0-1, 2023-10-13
Approved 8-0-0, 2023-10-26
Approved 8-0-0, 2023-11-08
....

So, best I can tell, unanimity is still the norm. Then again, there’s rarely any controversy about the things the Board votes on :smiley:.

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I agree there’s scant resemblance to “a trial”. But that’s all the more reason to want a very high level of agreement. The power dynamics are massively weighted in “the prosecution”'s favor. For example, it’s all conducted in secret, the accused has no advocate, “the law” is whatever the Board says it is (but details of that in the case at hand also remain secret), and there’s no appeal possible.

None of that will change, so I’d like to see unanimity. The social dynamics are such that s simple majority is all but guaranteed simply by virtue of a Board-sanctioned WG making the recommendation to begin with. All humans in groups are subject to enormous “go along to get along” pressures.

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I rarely look at Discuss, but wrote the following on the psf-vote list that some comments reference.

As a Fellow and former Director, I will be voting against Change 3. It feels like too much consolidation of power in the Board alone, and only a simple majority of the Board, at that. This is not a good direction to go.

Perhaps the proposal cannot be modified for this vote. For what it’s worth, I’d agree to support a slightly different version that required unanimous vote by the Directors, but not only a majority. Removing Fellows feels like too significant to leave to a potentially divided Board. And honestly, even if a Fellow violated CoC, there is nothing stopping regular mechanisms of CoC complaints from occurring.

The entire effect of this does no more than exercise a symbolic sanction against a Fellow who is out of favor with the board—or rather possibly by 6 Directors with 5 dissenting. There’s no special power that a CoC-violating Fellow has beyond being one vote for the next Board, out of a few hundred voters (or I suppose being invited to the members lunch at PyCon; but even there, exclusion of a member from lunch for a violation is already permitted… likewise, for example, someone who refused the mask policy, or for other immediate concerns).

Yours, David Mertz, Ph.D.
Former Director, Vice-Chair, and Chair Elect of PSF
Co-chair of Trademarks Committee for 16 years (since its creation)
Original Chair of Outreach & Education Committee
Co-chair Scientific Python Working Group
Co-author of the Code of Conduct, and of the Diversity Statement
Former PSF Election Administrator (and the reason we use Appproval Voting)

It was quite a while ago now, but during my 6 years on the Board, it was uncommon for votes not to be unanimous. Only issues about which reasonable people could disagree were, in practical terms, subject to a split vote.

I believe removing a member should only occur over a grievance clear enough that reasonable Directors would not disagree.

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I’d like to emphasize a few points made above and expand upon them.

Context: I served as a PSF board member for 2 years and as a member of the PSF Code of Conduct work group for over 5 years.

  1. Code of Conduct incidents that necessitate serious responses do occur. They happen comparatively rarely and I wish they did not occur but with a large enough community, issues that require severe responses are bound to happen occasionally. Almost all issues are handled through private means rather than through a public airing of grievances.
  2. The PSF board currently has no means of removing a fellow, although they do have other weighty abilities (e.g. a PyCon US ban or a ban from all online PSF spaces).
  3. Every consequential action of the PSF board is decided by majority approval. No actions require a unanimous vote and no actions require approval from a supermajority. The only exception are actions taken without a meeting, which require unanimous vote (as Deb noted above).

To recap: This is not a non-issue, as very serious incidents do occasionally occur and are usually handled privately (#1), the PSF board currently has no ability to remove the title of “fellow” if the need arises (#2), and all PSF board actions are currently taken by majority approval (#3).

It seems reasonable that the PSF board have the ability to remove a fellow by majority vote, just as with all other actions the PSF board takes.

Requiring a supermajority for this one action is atypical but might also be reasonable, but requiring a unanimous vote for this one action seems unreasonable.

I support all 3 changes to the bylaws.

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I really appreciate the thoughtful discussion of this issue. Iqbal has very well expressed the reasons why I will be voting against change #3. If the motion were to require a supermajority, that would be enough for me to support it, so I do hope, regardless of outcome, for such a modification.

The problem is not that I distrust individuals on the board, but that I distrust how its overall social compositional nature might react against a matter of true complexity in global norms. The PyCon Africa situation, for example, is still a massive sore point, and it demonstrates that though we might all aspire to the same eventual standards of equity, our situational decision-making in terms of how to work our way there can differ in ways that introduce other harms and inequities. A higher barrier is not a panacea, but it would be quite reassuring.

I don’t accept the argument that other board actions have a lower barrier, because I’m considering this issue on its own, sole merits. It’s complicated enough without the cross-comparisons. I see no harm with the idea that we might want to reconsider procedures for other board actions with significant consequences.

Be well!

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Hi there hello! Folks may or may not know me so I’ll mention that I am a PSF Fellow, and was the first Chair of the PSF Conduct Working Group, a position I held for four years. I was extremely honored to be part of the group that established the Code of Conduct we have today.

I hold no reservations about the current wording, and plan to vote for it gladly.

Here’s the most likely path, were such an issue to ever come up:

  • An existing PSF Fellow does something that causes a report or reports to be made to the Conduct Working Group
  • The Conduct WG does whatever investigation they can on the report, while protecting the identities of everyone involved. From my time there, we tried to be as thorough as we could be while respecting privacy.
  • That report (or series of reports) being determined by the Conduct WG to be a pattern of behavior so egregious that the Conduct WG took a majority vote to make a recommendation to the Board for a Fellow’s removal. There’s often robust discussion, because the Conduct WG takes its recommendations very seriously.
  • The Board taking that recommendation, and then deliberating and voting at their meeting to accept the Conduct WG’s recommendation
  • The Board then giving the Fellow 15 days to have a discussion with the Board, and make a case for alternate paths out of the situation.

I’m not sure who benefits from more process or stricter voting here. Given that the fallback is putting the question to the entire membership, letting the Board handle this seems preferable to me than the entire membership being notified via official vote that a Fellow has had credible reports of Code of Conduct violations, and so the Board is asking for their removal.

The proposed changes strike a delicate balance between preserving privacy and dignity, giving our elected Board members room to act, and making sure that this community is one that takes it’s responsibilities to each other seriously.

Thanks for your time!

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The Board, for one. Unless the Board also changes the rules to make “remove-the-Fellow” votes secret, anything short of unanimity will feed speculation that removal may have been motivated by political machinations rather than on objective merit, an “in group” picking on an “out group”.

The entire process here is so shrouded in secrecy that the Board should embrace a requirement to be of one mind.

I think you’re discounting too how very much easier it’s being proposed to terminate a PSF membership. The same rules in the current bylaws apply to all classes of member now:

A member’s membership may be terminated by an affirmative vote of two-thirds (2/3) of the members of the corporation who are present and eligible to vote at the meeting.

Why Fellows are being singled out for special treatment here hasn’t been addressed. A simple majority of the Board is no barrier at all compared to a supermajority of the PSF’s membership.

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@malemburg Marc-Andre Lemburg played key roles in crafting previous iterations of the bylaws, and has important things to say about this batch of proposed changes. Alas, looks like he posted only to the “psf-vote” mailing list. Here’s a link (but you’ll probably need to log in):

https://mail.python.org/archives/list/psf-vote@python.org/message/5WHDLTYG66SNN36XK24WP6DADZIEKJS3/

Short course:

“”"
Please be aware that the Bylaws are a legal document. We all have lots of goodwill when it comes to interpreting possible consequences and how the Board will use the Bylaws for the driving the PSF, but fact is, things can go south and this has happened many times in history, with authorities claiming one thing and then progressing in a completely different direction once empowered. You can’t write (good) legal documents on the basis of goodwill.
“”"

To rephrase a bit, the primary purpose of (legally binding!) bylaws for a membership organization isn’t to make life easier for a Board you like - it’s to limit the damage a rogue Board can do to the organization. The Board we have today is irrelevant to this. You have to read these things keeping in mind the most malevolent Board you can imagine. How malevolent is that? For example, under the proposed changes a cabal of 4 is enough to strike everyone they don’t like from the PSF voting rolls. It grants them very broad power to revoke membership for “good reasons” (which are easily contrived if needed), and to be “a majority” they only need to engineer a Board meeting with the minimum quorum of 7 directors.

“But they’d destroy the PSF in the process!” Yes. That malevolent :wink:

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My goodness! Reading this thread, I can’t help but come away with the feeling that these PSF Board people must be downright villains. Perhaps we ought to have a stern word with whomstever elected them.

But on a more serious note: I am a long-time PSF Fellow. So long-time, in fact that I pre-date the “Fellow” title and hail from the ancient days when we were accorded our lofty rank not by the Board, but by our fellow… um… well, the group of elected members who eventually were renamed the “Fellows” in the great reorganizing of the PSF membership.

And though I haven’t ever served on the PSF Board, I have served several terms on the DSF (Django foundation) Board, and I also have paid attention to the doings of the PSF Board and the wider community. So I like to think this gives me a useful perspective.

The first thing I want to say is that this should not be the time or the place to re-litigate whether CoC cases are handled privately. The simple fact is that they are, and changing that is not actually up for a vote. Nor should it be. Privacy (which is not the same as “secrecy”, though either way I worry that so many people jump to negative connotations on this) protects everyone involved – accusers, accused, and the PSF folks trying to sort it out – and is eminently preferable to airing everything in public. Those who have been around a while likely remember a case at a PyCon years ago which made its way into extremely public view, and I would ask folks to reflect on whether all the public attention and argumentation in that case resulted in any additional “justice” for anyone involved. As far as I could tell, it brought only misery for all parties (including the unfortunate PyCon volunteers caught in the middle with everyone screaming at them).

The second thing I want to say is that the proposal for giving the Board the ability to remove Fellows seems to me to be merely fixing an oversight. When the PSF membership was reorganized and the former elected members became the Fellows and the process switched from having us only be confirmed by our peers, it seems someone forgot to also amend the process for removing an elected member. As I understand it, back in the day the process was intended to be symmetrical: new elected members were installed by vote of the existing elected members, and so too they could be removed by a vote of the elected members. Now that we have been renamed “Fellows” and can be installed by vote of the Board, I see no reason not to restore the symmetry of the process and make us removable by the Board.

The third thing I want to say is that I do not, at all, understand why the majority-vote provision is so contentious. If I’m reading §4.8 of the bylaws correctly, it appears someone can be installed as a Fellow without the Board being involved at all – the Fellow Work Group seems to have the right to grant Fellow-hood all on its own, and the voting members also retain the ability to confirm a Fellow if it’s put to them by ballot. If Fellow-hood is such a momentous thing as people seem to think, it seems odd to be OK with it being grantable via processes which completely bypass the PSF Board (which, of the three possible confirming bodies, is the only one that’s actually regularly elected) but not OK with it being revocable by a majority vote of the Board.

So if I were going to quibble about the wording – and to be clear, I’m not – I’d say that the best thing to do would be to remove the long-unused provision for the voting members to install/remove Fellows, require a simple-majority confirmation by the Board of WG-approved candidates to ensure some oversight by an elected body, and make removal be also by simple-majority vote of the Board. Only one of those (removal by simple-majority vote of the Board) is on the ballot this time around, but I don’t see that as an obstacle to voting for it. I’d just encourage the Board to finish cleaning up the bylaws around Fellow-hood sooner rather than later.

The final thing I want to say is that it’s distressing to me to see the level of distrust that’s evident in so much of the discussion around the Fellow-removal change. It’s a long-overdue fix, and it’s in line with how not only the PSF but basically every organization ends up settling on how to handle things like egregious CoC violations (i.e., with privacy for all involved parties, as opposed to the public airing of troubles that the current bylaws’ process would require if invoked). It feels like malicious intent on the part of the Board is almost being assumed by some commenters, and that’s quite sad because ultimately we the voting members are responsible for the Board and the Board is accountable to us. If they really are such a bunch of mustache-twirling villains (is the mustache issued upon election? does it only have to be worn when acting in an official capacity, or is it required at all times as a warning sign?), what does it say about us that we elected them?

And ultimately that is our remedy for all the slippery slopes and hypotheticals: if members of the Board start misbehaving, we can and should vote them out.

Voting-in-favor-and-wondering-why-all-the-fuss-ly yours,

James
PSF Fellow (class of 2009)

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Nothing I’ve said should be read as being about the current Board. The purpose of bylaws is to protect against the worst that can happen. History is littered with the corpses of people insisting “it can’t happen here!” :wink:. You can’t vote someone out if they’ve abused their new very broad powers to revoke your membership (and so also your ability to vote).

That hasn’t ever been a problem yet: the requirement to get a supermajority of all voting members to kick you out is almost impossible to meet (far as I know, it’s never happened). That was certainly intended - back at the start, we treated each other as adopted family members.

I’ve been around since Day One, and just don’t believe there’s “a problem” here worse than switching to make it very easy to kick someone out. Check for yourself: among those who vote on an issue, there’s rarely a dissenting Board vote:

Most recent I found was over a year ago (7-1-0 on 2023-05-09).

Yet we’re keen to make it even easier to kick someone out than the Board nearly always reaches on every other issue it confronts?

Not for me. Kicking someone should be hard. Although, yes, I agree the current “almost impossible” has outlived its original intent.

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To be fair, it’s also littered with the corpses of the optimistic people who turned out to be right and everything was fine. History is just chock full of corpses.

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:rofl: Yes, that’s fair. But, as Marc-Andre said, the bylaws are a legal document. No lawyer worth a penny will ever advise you to be optimistic - and for the same basic reason no security expert will ever advise you to post your passwords and credit card into on Facebook or X :wink:.

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It appears I beat you to membership by one year.:slight_smile: I had kinda forgotten that the name “fellow” wasn’t yet used at the time.

I think that in your long and articulate note you miss a central point. Nearly EVERY document that balances powers—notably government constitutions, but also organization bylaws—one of the central purposes is to limit damage IF authorities are bad actors.

This is not whatsoever the same as claiming that those authorities currently are bad actors, nor even stating it’s especially likely that their future equivalents will be. Rather, procedural balance tries to mitigate the harms of the worst case.

The current change 3 is exactly the opposite of seeking such balance, and vests the entire future of the PSF on the flawless integrity of EVERY future Board.

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Sometimes in my capacity as a security response person for a few projects I have to gently reply to someone who reports an alleged vulnerability which requires some other very-bad precondition. A surprisingly common one is “well, if I get root on the server I can issue valid cookies to impersonate or CSRF a legitimate user!” And, yes, technically that’s true, but it’s very rarely the most interesting thing you could do if you had root on the server, and for nearly every “if I have root, I can do this…” the real response is “don’t let people get root”, because at that point it’s just game over for a lot of things. Knowing what you can secure even against someone who gets root, and what you can’t, is an important thing, as is keeping that in mind when designing security-sensitive code or architecture.

A lot of these hypothetical-evil-Board-member scenarios remind me of this, because they start with “assume some group of people get enough seats on the Board that they can at least be the majority of votes in a bare-minimum quorum meeting”. At that point it is largely game over – the things the Board is already empowered to do by simple majority vote are more than enough to wreck the PSF in ways that are difficult or impossible to recover from.

To take an example: suppose we go with the minimal evil conspiracy scenario floated earlier, where the conspiracy captures four seats on the Board, then calls a meeting which they all attend and only three others do, thus having a quorum of seven to conduct business. That group of four can, by simple majority vote, drain the PSF’s entire financial reserves right then and there in fairly straightforward ways (see sections 5.1 and 5.8 of the bylaws).

So I don’t lose sleep over those hypotheticals. Yes, if you get root on the PSF Board, you’d be able to kick out as many Fellows as you felt like. But it’s not even close to the worst thing you could do with that level of compromise of the Board.

Which brings me back around to what I originally said: I think there should be a followup to fully harmonize the Fellow process by getting rid of old relics of the pre-membership-reorg era, but as a first step I do not at all mind giving the Board the ability to eject a Fellow, and the ability to do it by simple majority rather than requiring supermajority or unanimous vote.

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The original message here was partly misleading, in talking only about “Fellows”. The actual new text reads:

A Member’s (including any Fellow’s) membership may be terminated for failure to meet any condition of membership (including violation of the Code of Conduct or non-payment of membership fees) by an affirmative vote of the majority of the Board of Directors.

I don’t know why Fellows are mentioned at all there - “Members” already covered that. So I assume this has not been reviewed by lawyers.

That aside, I’m not really concerned about comic book villains either. The PSF doesn’t have enough money to be worth fleecing.

A realistic danger in Open Source projects is an ambitious entrepreneur with a competing vision who wants to co-opt an existing project rather than do real work to sell the world their own fork. They absolutely want the ability to strip “old timers” of votes and visibility, to squash opposition. Over on the psf-vote mailing list, one old-timer wondered whether something like that was at work in

“”"
the recent smashup in the NixOS community’s governance-evolution process: more than one long-term member was stripped of responsibility and / or position in what was purported to be a “CoC”-like dispute, but which seemed to my eyes more like a purge.
“”"

No comic book villain in sight. They don’t want “root” to loot the treasury, let alone just to wreak havoc, but to run rm on core project members standing in their way. Indeed, like many true villains, they probably tell themselves they’re acting for the greater good of the world.

But, to be fair, they don’t really need (although it would sure help!) to infiltrate the Board to do that. Twisting “CoC-like” machinery to get the targets stripped of their commit bits, banned from posting on project sites, and barred from attending project events, is enough to render them invisible to most everyone else. Removing a symbolic label (like “Fellow” or “Member”) from their names too is comparatively useless.

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[edit: My concerns have been addressed later in this thead.]

I agree with everything in the first post here, but I understand that it only lists the motivation for the changes. It’s not a summary.

It does seem like people in this thread are arguing about two different things, without being aware of it.

Change 3

I’d summarize the change like this:

  • The board can establish “qualifications” that members must meet. The process for establishing them is not specified.
  • Members who don’t meet the qualifications can be removed with 15 days’ notice.
  • Abiding by the CoC, and removing Fellows, are the motivating examples.

For an adversarial reading: the Board can now decide to demand a shrubbery, and, with 15 days’ notice, remove any member who hasn’t mailed one in.

I agree there’s a bug to be fixed here, but this patch doesn’t look right.

Change 1: What does “volunteering” mean?

If someone is paid to do open-source work, does it mean they’re not eligible?
I’m personally OK with losing voting privileges myself, but, for context: I’m lucky to be employed by the PSF. I’m paid by the month, without set working hours. As I read it, everything I do for the benefit of Python is part of my job. I can’t really “volunteer”.
That’s fine by me, for me. But if someone successfully sets up a Patreon or GitHub sponsorship, or chooses a lower-paying job to work on open source, it might work the same way. I don’t want to discourage that.

Change 1: What is an “open source license”?

I’m not a lawyer, but no legal-ish document I remember reading used this term without a definition.

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Contributing / Managing membership is all well and good in principle. As a person who works with lots of volunteers, I have yet to be able to get a volunteer to navigate the user experience of creating a Contributing / Managing PSF membership. Maybe it is a failure of my ability to persuade, but the form [here for reference] needs improvement. The biggest hurdle from reported experience is that requirement of “5 hours of work”. Most of what people do is seen as labors of love and not work and also not recorded in a ledger of “I did .25 hours of volunteering today” so when a volunteer is told they can get a PSF membership after filling out a form, it reads as asking them to do more work.

What I would like is to be able to do is invite volunteers to PSF managing / contributing membership with a link to something they can fill out and automatically be registered as members. Creating something from my membership profile that could email individuals saying “In recognition of your 5 hours of volunteer work, I invite you to become a managing / contributing member” would potentially be a great tool. I do that now with a link to the form, but I want to be able to certify that the volunteer has done sufficient work to qualify for membership to remove that mental obstacle from the potential member.

Finally, the supporting / contributing are distinct for legal reasons but most members do both. One year supporting and another year contributing. Ultimately, I see this is as a step towards combining them to be one ultra omega membership class and support the motion.

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This highlights a meta-issue that’s been touched on several times, but still not addressed: the PSF bylaws aren’t a “legal-ish document”, they are legally binding, to the smallest jot & tittle.

Have the proposed changes been vetted by an actual, practicing lawyer? Legal documents aren’t “feel good” issues at heart, neither matters of “common sense”.

In the absence of the Board affirming they have vetted these changes with legal counsel, I can’t vote for any of them, no matter how sensible they may appear to non-legal eyes.

See Marc-Andre Lemburg’s post on psf-vote (previously cited) for more on this. I’d frankly be astonished if the Board of any corporation even considered adopting bylaw changes without formal legal review. But I’ve been astonished before :wink:.

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