CodePlex Foundation founding flawed says legal expert

Andrew Updegrove, co-creator of the MIT licence and an expert in creating consortiums, has examined the founding documents of CodePlex Foundation and believes its creation is flawed. Updegrove, in an extensive article on Consortiuminfo.org, points to the lack of initial co-sponsors, the small size of the board, which in 100 days time is scheduled to shrink from 5 to only 6 members and to the fact that the majority of its members are Microsoft employed. He also notes that the foundation has not been set up as a membership organisation which he says is "very unusual for an organisation operating in an area that usually relies on consensus".

Other issues Updegrove identifies are problems with the wording of some of the licence templates produced by the Foundation, which appear contradictory and possible problems with its tax-exempt status. He recommends a number of actions he believes could help remedy the situation. These include, expanding the board from the current six to eleven members, limiting the number of representatives from one company on the board, creating membership classes with the right to nominate and elect directors and committing to an open membership policy. More radically, Updegrove suggests that Microsoft takes back three quarters of the funding and invites other organisations to co-fund the foundation and hires an external management company to run the foundation.

"If there really is a need for individual developers and commercial vendors to get together in a new organisation, then community members will need to feel like CodePlex is a safe place to be" says Updegrove, concluding "Right now, I can’t see that happening without some serious rethinking of the entire governance structure as currently proposed."

(djwm)