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| --- | ||
| layout: single | ||
| title: "ASF Governance Ladder" | ||
| permalink: /ladder/ | ||
| author_profile: true | ||
| --- | ||
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| # The ASF Governance Ladder | ||
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| Many open source projects talk about a *contributor ladder*, where individuals can be recognized with more responsibilities as they contribute more to a project. As a Foundation with many Projects, the ASF has a *governance ladder* which includes not only technical governance - when to ship Project code - but also corporate governance of the 501(c)(3) organization itself. | ||
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| The [Community Development overview of the contributor ladder](https://community.apache.org/contributor-ladder.html) provides an overview of roles at the ASF, with some cultural notes. | ||
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| Here, we will examine privileges and responsibilities of each role that are **specifically** documented in the ASF's bylaws or well-codified policies. While many individual ASF projects allow some additional privileges to roles in their project, below are the required minimums (so to speak) of each role. Each additional role typically has all of the privileges and responsibilities of the previous role, so each step down the ladder adds additional items. | ||
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| ## Non-Governance Roles | ||
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| Users and contributors don't have any direct governance affect within ASF projects or the ASF as a whole. | ||
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| ### Users | ||
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| The ASF's purpose is to create software for the public good, so [*Users*](https://community.apache.org/contributor-ladder.html#user) are the true goal. Users may not have an explicit relationship with the ASF, but there are still a few ASF policies that affect users. | ||
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| #### User Responsibilities | ||
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| * Comply with [Apache-2.0](https://www.apache.org/licenses/LICENSE-2.0) when using or redistributing ASF software. | ||
| * Not abuse or overload ASF systems, per [Infra ban policies](https://infra.apache.org/infra-ban.html). | ||
| * Behave respectfully in ASF spaces per our [Code of Conduct](https://www.apache.org/foundation/policies/conduct). | ||
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| #### User Privileges | ||
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| * Use ASF software for any purpose allowed by Apache-2.0. | ||
| * Expect respectful behavior in ASF spaces per COC. | ||
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| ### Contributors | ||
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| [*Contributors*](https://community.apache.org/contributors/) may not have consciously thought about a relationship to the ASF when contributing code to an ASF project, but our license model explicitly notes responsibilities. | ||
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| #### Contributor Responsibilities | ||
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| * Comply with [Apache-2.0 section 5](https://www.apache.org/licenses/LICENSE-2.0#contributions) when contributing to projects, which ensures that contributions are licensed to the ASF as Apache-2.0. | ||
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| ## Technical Governance Roles | ||
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| Committers and PMCs serve as the ASF's technical governance, when they decide how to vote on code submissions or project releases. | ||
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| ### Committers | ||
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| [*Committers*](https://community.apache.org/committers/) sign the Individual Contributor Agreement (ICLA) and thus have a legal relationship to the ASF. | ||
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| #### Committer Responsibilities | ||
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| * Agree to the terms of the signed [ICLA](https://www.apache.org/licenses/icla.pdf), namely: | ||
| * Grant various copyright and patent licenses to the ASF. | ||
| * "Represent that you are legally entitled to grant..." the various grants. | ||
| * Must "notify the foundation... when you become aware... (your ICLA becomes) inaccurate". | ||
| * Submit PII with your ICLA to be governed by [https://s.apache.org/cla-privacy-policy](https://s.apache.org/cla-privacy-policy). | ||
| * Comply with various Infrastructure policies for accounts, like: | ||
| * [Password strength](https://infra.apache.org/password-policy.html) | ||
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| #### Committer Privileges | ||
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| * An ASF account ID on `apache.org` with associated email address forwarding. | ||
| * Write access to a project's code repository where they were elected as a committer. | ||
| * Access to confidential data at `/private/committers`. | ||
| * Access to various [Whimsy lookups and utilities](https://whimsy.apache.org/committers/), including the ability to lookup basic data about any ASF account. | ||
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| ### PMC Members | ||
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| The [*Project Management Committee*](https://community.apache.org/pmc/) (PMC) is responsible as a group for the maintenance of their software project at the ASF. PMCs are recognized as a specific group in the [ASF Bylaws 6.3](https://apache.org/foundation/bylaws.html#6.3). | ||
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| #### PMC Member Responsibilities | ||
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| * PMC Members on are "[creation or maintenance of 'open-source' software for distribution to the public at no charge](https://apache.org/foundation/bylaws.html#6.3)" within their project, as noted in the ASF Bylaws 6.3. | ||
| * PMC Members are expected to understand the [required PMC Policies](https://apache.org/dev/pmc.html#policy) to follow. | ||
| * PMCs are also required to [responsibly manage their project's brand and trademarks](https://apache.org/foundation/marks/responsibility). | ||
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| #### PMC Member Privileges | ||
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| * May [subscribe to the project's private@ mailing list](https://apache.org/dev/pmc.html#monitor-the-projects-private-mailing-list). | ||
| * May [vote on official project software releases](https://apache.org/legal/release-policy.html#release-approval). | ||
| * May [vote on adding new PMC members](https://apache.org/dev/pmc.html#newpmc) to their project. | ||
| * May [vote on adding new committers](https://apache.org/dev/pmc.html#newcommitter) to their project. | ||
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| ## Technical And Organizational Governance Role(s) | ||
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| ### PMC Chair | ||
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| [*PMC Chairs*](https://community.apache.org/pmc/#chair) serve as a bridge between the technical governance of their project, and the organizational governance of the ASF as a whole. They serve as a conduit between their PMC and the [Board](https://community.apache.org/contributor-ladder.html#board-of-directors). PMC Chairs also serve as a Vice President of their project, making them an officer of the ASF. | ||
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| #### PMC Chair Responsibilities | ||
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| * PMC Chairs are responsible for ensuring all the administrative work of the PMC is performed. | ||
| * Chairs must submit a [regular board report](https://apache.org/dev/pmc.html#ensure-the-projects-quarterly-board-report-is-submitted) and [review any Board comments](https://apache.org/dev/pmc.html#review-board-meeting-minutes-about-their-project) on their report. | ||
| * Chairs must [maintain records all PMC additions or resignations](https://apache.org/dev/pmc.html#send-notices-and-followup-when-adding-pmc-members). | ||
| * Chairs must ensure any [new committer accounts are processed](https://apache.org/dev/pmc.html#ensure-new-committer-requests-are-made). | ||
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| #### PMC Chair Privileges | ||
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| * May subscribe to the [private board@ mailing list](https://apache.org/dev/pmc.html#subscribe-to-the-board-mailing-list-if-desired). | ||
| * May access confidential data in `/private/foundation/officers`. | ||
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| ## Organizational Governance Roles | ||
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| The ASF is structured to separate technical governance of individual projects from the organizational governance of the Foundation itself. The roles of Member, Corporate Officer, and Board below are all primarily about organizational governance, and do not directly impact any project's technical direction. | ||
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| ### Corporate Officers | ||
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| The ASF has a number of [Corporate Officers](https://community.apache.org/contributor-ladder.html#officers-of-the-foundation), which are all officers that are not PMC Chairs/VPs. These officers generally perform the typical roles as in any corporation. In general, officers work on corporate operations, and not directly on any project operations. | ||
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| #### President | ||
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| This separation between corporate affairs and project work is made clear in the [Bylaws 6.2 definition of the President's role](https://apache.org/foundation/bylaws#6.2): | ||
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| > **C. President.** The President shall be the chief executive officer of the corporation and shall have general and active management of the business and affairs of the corporation **(other than the management of projects managed by a Project Management Committee)**, subject to the direction of the Board of Directors... | ||
| The President may also call a [Special Meeting of Members](https://apache.org/foundation/bylaws#3.3), [Special Meeting of the Board](https://apache.org/foundation/bylaws#5.11), and [set salaries of employees](https://apache.org/foundation/bylaws#6.7), except for employees that are Board-appointed officers. | ||
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| #### Other Corporate Officers | ||
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| All non-PMC officers "[shall annually sign a [Conflict of Interest] statement](https://whimsy.apache.org/board/minutes/Adopt_a_COI_policy.html)". | ||
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| The Executive Vice President, Secretary and assistant, Treasurer and assistant all have traditional duties. A variety of other Vice President roles also have similar duties as in other organizations. | ||
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| A handful of Vice President roles have specific responsibilities that **include** setting policies over the ASF's PMCs. | ||
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| * VP, Brand Management sets [required trademark and branding policy for projects](https://whimsy.apache.org/board/minutes/Brand_Management_Policy.html). | ||
| * VP, Legal Affairs and the [associated board committee](https://whimsy.apache.org/board/minutes/Appoint_Vice_President__Legal_Affairs.html) set [legal policies around licensing and releases](https://apache.org/legal/). | ||
| * VP, Infrastructure sets [various policies around required use of ASF services](https://infra.apache.org/policies.html), under the direction of the President. | ||
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| ### ASF Members | ||
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| The [ASF was incorporated](https://www.apache.org/foundation/records/certificate.html) as a [Delaware-based membership corporation](https://delcode.delaware.gov/title8/c001/sc01/#114). Individuals can be e with a vote on corporate matters. The Bylaws lay out a Member's organizational rights: | ||
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| * Each Member "shall be entitled to one vote on each matter submitted to a vote at a meeting of the members...", [Bylaws 3.10](https://www.apache.org/foundation/bylaws.html#3.10), or in any recorded action of members without a meeting. | ||
| * 10% of Members may collectively call a Special Meeting of Members, [Bylaws 3.3](https://www.apache.org/foundation/bylaws.html#3.3) | ||
| * Members may nominate persons or entities for membership, to be elected by majority vote, [Bylaws 4.1](https://www.apache.org/foundation/bylaws.html#4.1) | ||
| * A 2/3 majority or Members may terminate or make emeritus another Member's status, [Bylaws 4.4, 4.7](https://www.apache.org/foundation/bylaws.html#4.4) | ||
| * * Members collectively may set the number of Directors at annual meetings. [Bylaws 5.4](https://www.apache.org/foundation/bylaws.html#5.4) | ||
| * "At the first annual meeting of members and at each annual meeting thereafter, the members shall elect directors to hold office until the next succeeding annual meeting." [Bylaws 5.5](https://www.apache.org/foundation/bylaws.html#5.5) | ||
| * "...any director or the entire Board of Directors may be removed, with or without cause, by a vote of the majority of the members..." [Bylaws 5.6](https://www.apache.org/foundation/bylaws.html#5.6) | ||
| * The Members' Inspection Rights include "the corporation's membership records and its other books and records", [Bylaws 7.2](https://www.apache.org/foundation/bylaws.html#7.2) | ||
| * The Members may collectively amend the Bylaws, [Bylaws Article X](https://www.apache.org/foundation/bylaws.html#article-x) | ||
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| The Bylaws also lay out specific requirements on Members: | ||
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| * Nominated and elected candidate Members must fill out a membership application with various contact data, [Bylaws 4.1](https://www.apache.org/foundation/bylaws.html#4.1) | ||
| * "Each member shall be responsible for notifying the corporation of changes to such member's address... email", [Bylaws 7.1](https://www.apache.org/foundation/bylaws.html#7.1) | ||
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| Historically and operationally, Members are also allowed inspection rights to virtually all work and mailing lists at the ASF, including most private lists, and including all Project lists. The board passed an explicit [resolution affirming that Members may review the private board@ mailing list](https://whimsy.apache.org/board/minutes/Clarification_on_open_board_mailing_list_and_archives.html) as one example. Historical perspective also shows that while Members may review PMC mailing lists, they do not otherwise have any privileges within PMCs to influence projects (unless of course they are on in that PMC). | ||
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| Select security, personnel (employee/contractor), and financial lists are not open to Member inspection. | ||
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| Historically, all Directors and Corporate Officers have also been Members, although this is not a requirement. | ||
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| ### Board of Directors | ||
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| The [Board of Directors](https://community.apache.org/contributor-ladder.html#board-of-directors) holds the same general powers as any Delaware-chartered corporate board. In particular, [Bylaws 5.1](https://www.apache.org/foundation/bylaws.html#5.1) lays out the broad power of the board: | ||
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| > The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws specifically reserved to the members. | ||
| As a non-profit membership corporation, there are a few specific Bylaws powers or restrictions for the board to call out: | ||
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| * The board appoints creates officer roles and appoints and removes officers, and may creates Board committees like the [Legal Affairs Committee](https://whimsy.apache.org/board/minutes/Appoint_Vice_President__Legal_Affairs.html) or [Security Team](https://whimsy.apache.org/board/minutes/Security_Team.html#2006-09-20). | ||
| * The board may vote to directly fill any director vacancies that occur in a board term, [Bylaws 5.7](https://www.apache.org/foundation/bylaws.html#5.7) | ||
| * The board may set the compensation of any officers or directors directly; however "The President shall have authority to fix the salaries, if any, of all employees of the corporation", [Bylaws 6.7](https://www.apache.org/foundation/bylaws.html#6.7) | ||
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| * The board may also create or terminate any PMC, along with appointing or removing any PMC members, [Bylaws 6.3](https://www.apache.org/foundation/bylaws.html#5.7) | ||
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| *(In Progress - Board section not complete)* |