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.NET Foundation was supposed to be like GNOME Foundation

The troubled .NET Foundation was intended to “borrow as much as possible from the GNOME Foundation,” according to Miguel de Icaza, co-founder of GNOME and now at Microsoft, who was involved in its original design.

De Icaza’s remarks were triggered by a post from Reed Copsey, president of earth science research company C Tech and executive director of the F# Foundation.

F# is a .NET language, but has its own foundation. The F# Software Foundation (FSSF) began in 2014 (the same year the .NET Foundation was founded) after F# inventor Don Syme “met in a café in Cambridge” with researcher Tomas Petricek and software architect Phil Trelford, and was originally an informal organisation, according to Syme’s paper on F# history. It was modelled “along the lines of the Python Software Foundation.”

In 2016 the FSSF was incorporated as a non-profit with guidance from Copsey, and now maintains the F# repositories.

Commenting on the current issues at the .NET Foundation, Copsey said in the post: “As things stand today, I find myself unable to honestly recommend anybody put time or effort into the Foundation, or recommend joining as a member.”

He said there “seems to be a large disconnect between the governance of the Foundation and the public opinion of the Foundation’s purpose.”

Copsey said that the “independence of the Foundation is disingenuous,” because of the special privileges assigned to Microsoft and its veto over any significant change.

Copsey also believes that the governing documents for the foundation are lacking, insofar as they are available for scrutiny. The bylaws refer to a membership policy but “this ‘Membership Policy’ is not available publicly, which means there is no way for people to have a formal knowledge of member rights, responsibilities, etc,” he said, and “lack of clarity abounds.”

The leadership responsibilities are also unclear, he said. The bylaws state: “The officers of the Foundation shall consist of a President, one or more Vice Presidents, a Secretary, and a Treasurer,” but who holds these positions (other than Treasurer) is not known, and the page listing the Board of Directors states that “the board completely runs the .NET Foundation.”

Copsey said: “A non-profit Board should not ‘run the foundation’. The purpose of the Board of Directors in a non-profit is normally about governance, not management.”

Copsey insisted that he wants the foundation to succeed and has recommendations for the board. One of these concerns whether it intends to be a independent organisation, in which case the bylaws must be changed, requiring agreement from Microsoft.

“Non-profits thrive when their members are empowered,” he said. The position of executive director is vacant following the resignation of Microsoft’s Claire Novotny, and the new appointment should be “somebody with experience in non-profit management and governance,” he said.

Responding to this post, De Icaza said that the .NET Foundation’s design borrowed from the GNOME Foundation, but added that “the major areas where it differed you identified clearly: the permanent [Microsoft] seat and the veto power. The latter is intended to prevent a scenario where the assets of the foundation were relicensed under a license like the GPL (I think there are reasons why this couldn’t happen, and also I think it doesn’t matter in practice, as a fork can achieve the same), but this was the rationale for it.”

According to De Icaza, the open-sourcing of .NET including the formation of the foundation was “a major concession from Microsoft” so it may have been a matter of going as far as the company would accept.

He added: “I was exhausted at the end of this process, and did not run for the first reformed .NET board and didn’t have a chance to communicate to the new board the design, beyond ‘it is like gnome’.”

If the .NET Foundation were performing well, the issue of governance would likely be under less scrutiny, but the current circumstances have exposed these issues that existed from its earliest days.

Board members Rob Prouse, Mattias Karlsson, and Javier Lozano have also commented and promised to take Copsey’s remarks seriously. “You bring up excellent and addressable points. The current Board is hard at work reviewing these and other items,” said Lozano.

That said, these are non-Microsoft board members and we have not yet heard much from the company (de Icaza aside) regarding the current crisis. If Microsoft does support meaningful reform, it is possible that the outcome will be beneficial rather than harmful to the .NET ecosystem. ®


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