OSDI Request for ProgCode to Appoint a Member OSDI Leadership/VP of Liaisons

[PamelaJohn]

On July 29, 2018, Pamela was asked via email from OSDI's Executive Board to become a voting member on its governance board. Pamela notified the community at the July 30, 2018, Ops meeting and discussion took place but no vote was taken and no decision was made. Since that time, Pamela received a copy of OSDI's Governance Document. On August 9, Pamela and Stephen were both sent a second email from OSDI's Executive Board members asking that the person who becomes a voting member also consider taking on an OSDI leadership position as “VP of Liaisons”. These positions were previously held by Rapi Castillo and Jacob Legrone, respectively, but not much is known by the community about the duties and responsibilities of those roles.

Description

OSDI member roles, rights and responsibilities are detailed in OSDI's Governance Documents.

This is the description of the role of VP of Liaisons as it existed when Jacob held the position, per Josh:

VP of Liaisons for Volunteer Engineering Partner Organizations (Approved 10/5/17). Responsible for acting as a contact point for volunteer engineering partner organizations including but not limited to ProgCode, RagTag, et al. Duties include coaching and members of those organizations on how to interact with OSDI.

Sonya also emailed this addendum to the definition, above:

In this moment of recruiting new officers, we are open to other ideas of officer descriptions, if this is close but not exactly what someone from ProgCode would have interest in ...or if you have an entirely other idea of how to engage in leadership at osdi.

Problem

• Stephen stated in the 7/29 Ops meeting his concerns that becoming a voting member of OSDI could put ProgCode the entity at risk of a lawsuit.
• Pamela's counter opinion in the same meeting is that U.S. laws are such that any person who can afford a filing fee or get the fee waived can literally file a lawsuit against anybody else for any reason, and ProgCode could be brought into a lawsuit at any given time. Whether or not the lawsuit has merit would be determined by a court but ProgCode would still have to defend itself in the meantime.
• Pamela also expressed that it seems the larger issue re: fear of legal liability liability is whether or not ProgCode needs to purchase liability insurance to protect against lawsuits.

Benefit

Are there benefits which go hand-in-hand with continuing this formal partnership arrangement which offset or outweigh any potential legal risks?

Decision Making

Seeking a vote of consent to continue moving forward and responding to OSDI's request either in the affirmative or to decline based upon the community's decision to respond yes or no.

[stephenscapelliti]

It's important for ProgCode to be part of OSDI. It's a productive relationship that should be cultivated for the benefit of our members. My first concern is that the relationship with the governance board was put together without input from the community, which - thanks to Pamela - we now have an opportunity to rectify. As described in the Governance Policy, OSDI is incredibly hierarchical. There is a potential contradiction about ProgCode being represented in a hierarchy at the same time that our mission and culture seek a grassroots, non-hierarchical approach to governance. But our presence in the OSDI board of governance can bring a good anti-hierarchy influence to OSDI, and that's consistent with our mission.

A greater concern is that the Governance Policy authorizes the governance board to make decisions regarding membership of partisan groups and individuals, with the intention of working on partisan electoral projects. At least that's what it suggests. This raises two issues. The first is prohibited coordination - in this case "indirect coordination" - on electoral projects. OSDI actively works with partisan campaigns, and our participation on the board makes ProgCode an active part of that process. The second is that ProgCode will be voting on whether or not OSDI allows a partisan person/group to be part of their org and possibly voting on what projects may benefit from OSDI, which means that some could be favored over others. That's a partisan favoring issue (IRS) and a conflict with ProgCode's non-partisan goal.

We can avoid all of these concerns if ProgCode simply abstains from any vote or other action regarding something partisan or electoral. OSDI is involved in a lot of social causes and orgs that are mission-aligned. It's also working with Democrats.com, BlueStateDigital, and DSPolitical, which are strictly partisan. If ProgCode can limit our involvement on OSDI issues involving partisan/electoral orgs, we should be okay. Personally, I'd really like to maintain this relationship with OSDI.

On the issue of internal OSDI conflicts which could give rise to potential lawsuits, it is important that ProgCode empower our representative with the ability to exercise discretion and judgment consistent with ProgCode culture and mission in such matters. It would be helpful to know whether OSDI's organizational documents include indemnification and defense of officers, directors, and other board members.

[PamelaJohn]

At the 2018.08.17 Ops Meeting, OSDI Founder Josh Cohen attended and answered questions that the community had regarding the role of VP of Liaisons and any potential conflict due to voting on prospective OSDI partners who might be partisan. Because Josh was present at the meeting and answered all questions asked by the community, there was no need to email OSDI with a response because we were able to respond in person that night. Accordingly, the vote was changed from consent to continue to consent to implement. Consent to implement was granted on 2018.08.17 on the condition that Pamela abstain from any votes of a partisan nature.

2018.08.30 UPDATE: OSDI's vote on nominated Officers closed on 2018.08.29. Pamela was selected as VP of Liaisons and volunteered to be VP of Logistics (note-taker at the meetings). Votes are deemed final on Friday, 2018.08.31.

Sonya Reynolds was elected OSDI Chair. She will send an email to elected Officers detailing meeting logistics and expectations some time the first week in September, 2018.