MODX Advisory Board Charter–“The MAB”

MODX Advisory Board: September 2016

This document is heavily based on the Docker Governance Advisory Board. This version reflects communication with a wide variety of MODX Community Members prior to announcing the initial members/nominees for the board in September 2016.

1.0 Background

The MODX Revolution Open Source CMS project has a long history, proven track record, continuing growth, community participation, and global adoption. In some markets, it even surpasses adoption of Drupal. Countless website and online projects have been built on top of MODX, and there is a large and growing community of users.

The project was designed from the outset to function as a benevolent dictator model, with the co-founders from its commercial sponsor having final say in all matters and project direction. However, in an effort to accelerate growth and adoption further, the decision has been made to move to a more formal structure and governance model that formally recognizes and holds accountable outside community participants at every level, including open design, open contribution, and consistent use of tools across the project.

Maintainers include both MODX Systems, LLC and non-MODX employees. Given the large numbers of contributors, users, and companies with a stake in the future of the project, the project leadership is looking to supplement the current governance and contribution mechanisms with an advisory board, as part of its long term commitment to open governance.

2.0 Purpose

The primary purpose of the MODX Advisory Board (MAB) is to advise the MODX project leadership (Leadership) on matters related to supporting the long term governance, structure, and roadmap of the MODX software project. The following main areas are included in this charter:

• Provide a forum for individuals, users, and companies to discuss the issues under the MAB purview
• Provide guidance and input to Leadership, and where possible, present a consistent and consolidated opinion from the broader MODX community
• Produce a formal, twice yearly report to the Leadership and broader MODX Community of the status of and progress made in all areas under the purview of the MAB.
• Promote and support the use of MODX in manner consistent with Guiding Principles of the project and the Core Criteria

The MAB is not:

• Intended to serve as a governance board. The MAB advises, but does not manage, the MODX project leadership
• Intended to assume a formal, fiduciary role with respect to the project. The MAB membership will not be asked to provide funds to the project, assume liabilities with respect to the project or their activities, or assume responsibility for enforcing either trademarks or MAB recommendations

3.0 Scope

The MAB is expected to provide input and formal recommendations regarding the following areas:

• MODX project policies and procedures around maintenance and contributions
• MODX project policies and procedures around intellectual property, trademark, and licensing
• Core Criteria for MODX-related projects (c.f. section 7.0)
• MODX project long term governance model

4.0 Meetings and Memberships

4.1 General

The MAB will have a maximum of 15 members:

• The Project Leadership
• Up to 12 additional seats

Other Membership parameters:

• No fee or sponsorship is required for membership.
• The normal membership term will last 12 months. With the exception of the Chief Maintainer, all members can serve a maximum of two consecutive terms.
• The selection process is intended to be open, transparent, and guided by objective criteria for membership.
• The MAB shall elect a Chair and Vice-Chair from amongst their members to serve a renewable 12 month term.
• The Chair or Vice-Chair shall prepare an agenda for and preside over regular meetings of the MAB. These meetings shall occur as frequently as the MAB determines is in the project’s best interest, but no less than quarterly.
• A member of the MAB may be removed by a resolution of the MAB supported by more than two-thirds of its membership.
• The MAB may fill any vacancy arising by removal or resignation by a simple majority vote to fill the remainder of the term of the vacating member.
• The rules of election and membership outlined in this section may be varied by a resolution of the MAB supported by more than two-thirds of its voting membership.

4.2 Selection Process

Contributor seats (3):

Three seats will be granted to the top contributors, as measured by non-trivial pull requests merged and notable community efforts in the last 6 months. Trivial pull requests are typos, minor document corrections, or other items that do not require a CLA. Notable community effort includes but is not limited to things like organizing MODX meetups or other community events or providing free support to other community members. These seats will be reserved for individual contributors who are neither employees of MODX Systems, LLC, nor employees of companies that hold a digital agency or vendor seat.

Digital Agency seats (3):

These seats are reserved for agencies that may not match the other seat categories, but that may have valuable feedback from Enterprise MODX clients. Nomination should be restricted to companies for whom all of the following are true:

• Large agency with Enterprise clients
• Have committed to integrate MODX into their projects in a manner consistent with the Core Criteria. (c.f. section 7.0)

Vendor seats (3):

These seats are for organizations, for whom the primary business is selling commercial MODX products/services, but not websites. To be nominated, an organization must be actively selling commercial products/services for MODX and have done so for at least 12 months.

Site Builder seats (3):

Site Builders are defined as people who build or use MODX extensively in their business. To be nominated, the person should be a site builder, individual or someone part of a larger organization that uses MODX multiple times per week.

4.3 Selection Process

The nominating process will be announced one month before nominations open. Nominating will be possible for two weeks.The nominees must meet the seat requirements as specified in 4.2.

Nominating will be done through a form on the MAB website, and via a process as determined by the MAB.

4.4. Selection Process

The current MAB will finalize the selection of incoming MAB members from the nominees, and the goal of the selection is to bring the most active community members together with a wide range of professions, locations and experience.

4.5 Chair and Vice-Chair

The responsibilities of the Chair and Vice-Chair are:

• Prepare an agenda for and preside over regular meetings of the MAB
• Direct the meetings, so it stays on topic
• MAB meetings shall occur as frequently as the MAB determines is in the project’s best interest, but no less than quarterly
• Share results to the public

The Chair and Vice-Chair are elected by the MAB.

5.0 Operation

The MAB is authorized to seek advice and counsel from other interested parties and invited experts as appropriate. In the event that such third parties may have access to confidential information, they must first sign-off on a non-disclosure agreement.

Any outside party wishing to bring an issue before the MAB may do so by emailing [email protected].

The MAB shall provide transparent and timely reporting (through any mechanism it deems appropriate) to the Community at large on all of its activities, subject to the right of any individual to designate their comments and the ensuing discussion as “in confidence,” in which case the public report shall contain only a note of the request and an agreed summary (if any) of the substance.

The MAB is being formed at the discretion of the Leadership. The Leadership alone may decide to terminate the MAB in its sole discretion; provided however, that the Leadership shall first consult the MAB Chair.

The MAB and its members shall abide by appropriate antitrust guidelines.

6.0 Open Governance Principles

The MAB will formulate recommendations for Open Governance Principles. This section will be updated at a later date when formalized.

7.0 Core Criteria

The MAB will formulate recommendations for core criteria related to MODX projects. This section will be updated at a later date when formalized.

Please help us improve this draft by sending your comments and feedback to [email protected].