Microsoft's CodePlex Foundation leader soaks in stinging critique

Noted expert on standards lists five points Microsoft must change if it wants CodePlex to succeed in bringing together open source and proprietary software companies

After a stinging critique from a noted expert in establishing consortia, the leader of Microsoft's new CodePlex Foundation says such frank evaluation is welcome because the open source group's structure is a work in progress.

Sam Ramji, who is interim president of the CodePlex Foundation, was responding to last week's blog by Andy Updegrove, who said the group has a poorly crafted governance structure and looks like a sort of "alternative universe" of open source development. The CodePlex Foundation's aim is to get open source and proprietary software companies working together.

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Updegrove, a lawyer, noted expert on standards, and founder of ConsortiumInfo.org, laid out in a blog post five things Microsoft must change if it wants CodePlex to succeed: 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.

Despite the stinging tone in Updegrove's assessment, Ramji says he is thankful for the feedback. "Andy's been incredibly generous with his expertise and recommendations," Ramji says. "It is the kind of input and participation we were hoping to get by doing what is probably non-traditional for Microsoft but not necessarily non-traditional for non-profit foundations, which is to basically launch as a beta."

For instance, Ramji says that the decision to go with only five people on the board came from Microsoft's experience that larger groups often have difficulty with decision making. He added, however, "There are some best practices [for running the boards of non-profits] that we are not as familiar with as we would want to be."

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Stephanie Davies Boesch, the foundation's secretary and treasurer, is the only board member with experience sitting on a nonprofit's board.

Ramji says Updegrove's suggestion to have academic representation on the board was "outstanding. We did not think of that."

And to Updegrove's point on becoming an open membership organization, Ramji says, "our goal is to become a membership organization and Andy has some excellent recommendations for that." He says the fact that Updegrove took the time to respond "in the format that he did is more proof that there is something worth doing here."

Ramji, compares the Foundation's formation to the early days of a software development project. "We have said in these first 100 days we are looking at everything as a beta. And basically it is re-writable. Obviously, there are some areas like contributions and licensing agreements we put a lot of time into but even those can be modified."