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<title>THE OPENSTACK FOUNDATION TRANSPARENCY POLICY » OpenStack Open Source Cloud Computing Software</title>
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<body id="transparency-policy">
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<h1>THE OPENSTACK FOUNDATION TRANSPARENCY POLICY</h1>
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<h2>1. Background.</h2>
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<p>
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This Transparency Policy (“Policy”) states OpenStack’s policy
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towards disclosure of information to the public by members of
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the Board of Directors (“Board Members”) and the officers and
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other employees of OpenStack (“Employees”). The Policy provides
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guidance for Board Members and officers in meeting their
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fiduciary duties and Employees in meeting their legal
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obligations. This Policy supersedes any written agreement of
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the Employees for the information described below (but not
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including any third party information subject to a separate
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confidentiality obligation) unless the written agreement
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expressly stated in writing that it supersedes the Policy. The
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Board Members and Employees are permitted to share certain
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information and are obligated to keep other information
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confidential, as more particularly described in this Policy.
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This Policy has been adopted by the Board, and comments or
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questions should be directed to the Executive Director of the
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OpenStack Foundation (“Executive Director”).
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</p>
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<h2>2. General Policy Favoring Transparency.</h2>
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<p>
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2.1 OpenStack favors disclosure and transparency to promote
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sharing and collaboration within the OpenStack community. This
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Policy will implement that strategy to assist in growing the
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ecosystem around OpenStack’s software, strengthening the
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platform and protecting the OpenStack brand. For these reasons,
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OpenStack adopts the following approach to information
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disclosure to the public under this Policy:
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<br>
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(a) Board meetings (except executive sessions) are open to the
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public for dial-in participation. Meeting times and dial-in
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details are posted to OpenStack’s mailing list and at a
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governance wiki (“Governance Wiki”) accessible at
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<a href="http://wiki.openstack.org/Governance/Foundation">http://wiki.openstack.org/Governance/Foundation</a>.
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The Chairman and Vice Chairman of the Board will make best
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effort to publish the date, time and dial-in details at least
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one week prior to the meeting on the Governance Wiki and
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Foundation mailing list.
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<br>
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(b) In advance of Board meetings, agendas are also posted to the
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Governance Wiki.
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<br>
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(c) The Executive Director posts a summary of the Board meeting
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after the meeting to the OpenStack Foundation mailing list. The
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Executive Director will make best effort to post a summary to
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the mailing list within 72 hours of the meeting, after which
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point Board Members are able to comment or post their own
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summaries.
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<br>
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(d) After Board meetings, the final versions of the Board
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minutes, including records of the votes of Board Members are
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posted to the Governance Wiki. The Secretary and Chairman of the
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Board will make best effort to publish the official, approved
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minutes within a month of the meeting.
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<br>
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(e) The general Board mailing list will be made available to the
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public for read-only subscription, but the Board may maintain a
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separate mailing list or document store to discuss confidential
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topics as defined below.
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<br>
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(f) OpenStack Foundation Committees and working groups, such as
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the Training Working Group and the Election Committee, are
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subject to the same standards as the Board in terms of posting
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meeting dates, agendas and summaries, and communicating via a
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mailing list, unless topics are considered to be confidential
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information defined in section 3.1. Committees and Working
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Groups should make an effort to solicit community input and
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participation on policy issues by the use of mailing lists,
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in-person meetings, webinars and phone calls.
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<br>
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(g) The contents of final applications for Platinum Members and
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Gold Members shall be made available on the Governance Wiki no
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later than three days prior to the Board meeting during which
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they are being considered.
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<br>
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(h) The Chairman of the Board shall provide an annual summary of
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OpenStack’s performance, which will include a financial
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overview, a summary of major decisions, achievements and
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challenges of the prior year.
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<br>
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(i) Communication regarding Foundation governance will take
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place on the Foundation mailing list accessible at
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<a href="http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation">http://lists.openstack.org/cgi-bin/mailman/listinfo/foundation</a>.
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</p>
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<p>
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2.2 To put the community first, OpenStack Board Members and
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Employees will work to share or discuss community and governance
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information with the OpenStack community through established
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channels before releasing the information to the media. This
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does not include company-confidential information, such as
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advance notice of product announcements, investments,
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acquisitions or customer stories.
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</p>
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<h2>3. Confidential Information.</h2>
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<p>
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3.1 Notwithstanding a general policy favoring disclosure and
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transparency, certainsensitive information must remain
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confidential. “Confidential Information” means (a) information
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disclosed during the executive session of Board meetings
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including, without limitation, personnel matters, discussions
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around Gold Member applications and information collected,
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prepared or discussed relating to or in anticipation of
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litigation, (b) financial information (excluding financial
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information included in the annual summary provided by the
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Chairman of the Board) (c) disciplinary actions taken against
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Platinum Members, Gold Members or Individual Members and (d)
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information subject to other confidentiality obligations,
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whether arising under law, statute or contract. In addition,
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Confidential Information shall include certain “embargoed”
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information which is temporarily Confidential Information and
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which shall include (a) draft Board meeting minutes (but not to
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the extent included in the final Board meeting minutes posted to
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the Governance Wiki) or (b) information regarding strategic and
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marketing initiatives that might damage OpenStack’s competitive
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position if disclosed prior to authorization by theExecutive
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Director or the Board. At the time embargoed information is
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shared or discussed, the provider will set an explicit date or
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criteria as to when it can be made public.
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</p>
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<p>
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3.2 Neither a Board Member nor an Employee (“TP Person”) may
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use, disseminate, or in any way disclose any Confidential
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Information except to the extent expressly permitted by the
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Board or Executive Director. A TP Person must treat all
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Confidential Information with the same degree of care as the TP
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Person accords to his or her own confidential or proprietary
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information, but in no case less than reasonable care. A TP
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Person may disclose Confidential Information only to such
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persons or entities as permitted by the Board or Executive
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Director, who need to know such Confidential Information and who
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have previously agreed or agree in writing to be bound by
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confidentiality terms and conditions protecting the Confidential
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Information substantially similar to those terms and conditions
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applicable to the TP Person under this Policy. A TP Person
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must immediately give notice to the Executive Director of any
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unauthorized use or disclosure of the Confidential Information.
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A TP Person must assist OpenStack in remedying any such
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unauthorized use or disclosure of the Confidential Information
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by the TP Person.
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</p>
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<p>
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3.3 A TP Person’s obligations with respect to Confidential
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Information will not apply to any such portion that the TP
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Person can document either (a) was in the public domain at or
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subsequent to the time enters the public domain without action
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or inaction by such TP Person; (b) was rightfully in TP Person’s
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possession free of any obligation ofconfidence at or subsequent
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to the time such portion was communicated by OpenStack to TP
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Person; or (c) is made public by direction of the Board or
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Executive Director. A disclosure of any portion of Confidential
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Information, either (a) in response to a valid order by a court
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or other governmental body, or (b) otherwise required by law,
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shall not be considered to be a breach of the confidentiality
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obligations set forth herein or a waiver of confidentiality for
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other purposes; provided, however, that TP Person shall provide
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prompt prior written notice thereof to the Executive Director to
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enable OpenStack to seek a protective order or otherwise prevent
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such disclosure.
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</p>
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<p>
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3.4 All Confidential Information remains the property of
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OpenStack, and no license or other rights to Confidential
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Information is granted or implied hereby.
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</p>
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<h2>4. Additional Obligations of Board Members.</h2>
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<p>
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4.1 The confidentiality obligations set forth above is a guide
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to a TP Person’s obligations to OpenStack, whether arising under
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law, statute or contract, including but not limited to, the
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fiduciary obligations of Board Members and officers. However,
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the fiduciary duty obligations of Board Members and officers are
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established by statute and supersede this Policy.
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</p>
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<p>
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4.2 Board Members are seen as authoritative sources of
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information concerning OpenStack’s business. To ensure a
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consistent approach to public announcements, Board Members
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should generally defer to the Executive Director with respect to
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communications with the public.
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</p>
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<p>
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4.3 The Executive Director, Chairman of the Board and Vice
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Chairman of the Board, if applicable, are the primary
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spokespeople when making official statements on behalf of the
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Foundation. Board Members should not make use of their OpenStack
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titleswhen promoting their own companies or products.
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</p>
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<h2>5. Process to File a Complaint</h2>
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<p>
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If a Community Member or Board member wishes to file a complaint
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against behavior that is not compliant with the Transparency
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Policy, he or she should contact the Executive Director
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(jonathan@openstack.org) in the absence of an Ombudsman. The
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Executive Director will determine if quick, corrective action
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can be made, pulling in the Transparency Committee when needed,
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and whether the complaint should be brought in front of the full
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Board.
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</p>
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</body>
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</html>
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