An Unrepresentative Governance Model

[CxRes]

Thank you @jeswr for clarifying the governance structures in #12 (comment). As I process your comments, I am overcome by a deep sense of injustice. I was so paralyzed, that it has taken me a couple of days, since you pointed out that comment, to even formulate a response.

Reproducing from that comment:

The Advisory Committee will provide strategic guidance, stakeholder perspectives, and expert recommendations to ODI and the Solid leadership team, rather than making direct binding decisions.

From this (as well as the governance models of other foundations that you have shared), it appears that all executive and legal powers reside with the ODI, its board and its employees. The above comment effectively means that the ODI, and by extension, the Solid Lead, has no legal obligation whatsoever to consider or act on the Solid Advisory Committee's advice (This was not my impression based on our previous conversations, until I read your last comment above).

This does not look like the governance structure for a project that intends to redecentralize the World Wide Web; what you are inadvertently creating instead is a digital version of the British East India Company. As a proud Indian, and as a great-grandson of an influential non-violent freedom fighter, I cannot in good faith ever consent for the administrative powers of a global project to be summarily handed to a governance board made up of 6 British nationals, all Caucasian. If the Web is for everyone (@timbl's words, not mine), surely a project intended to revive its health must have global representation in the positions of power. Even in the case of the two examples that you cite, the Board of Directors are drawn from multiple nationalities.

Last week, at the IETF 122 plenary, the NomCom chair himself pointed out that the composition of the Internet Architecture Board did not reflect the IETF. Yet, even as a new participant, I have spoken about half its members (and some I have worked with). At the ODI, only one of these six ODI board members, i.e. Tim Berners-Lee has had any significant presence and rapport with the Solid community. And somehow these, who have never been involved in the Solid community, are the folks with the executive and legal powers, not the Solid Advisory Committee that is drawn from the Solid ecosystem!

The ODI has made repeated efforts to highlight the OpenActive project to demonstrate its fitness as a home for Solid. OpenActive is a project that has been primarily developed in England and meant for English citizens. On the other hand, Solid has a developer community that spans from Canberra to Portland and has users all over the world. The governance structure that was suitable for a national project, unfortunately does not scale to a project that could potentially affect half of humanity.

So what can be done? At a minimum:

• The ODI should commit to reconstituting its board with majority international members in a time-bound manner, consistent with its ambition to serve as a home for projects with global scope, such as Solid, just like with the other projects that have been cited as examples.
• Solid Leadership must commit to implementing Solid AC's decisions, unless they can demonstrate very specific extenuating circumstances that prevent them from doing so.

It is not my intent to cast aspersions on the integrity, talent, or knowledge of individuals at the ODI. Individuals come and go. The lesson of the politics of our times, if anything, is that the integrity of individuals has always been insufficient to create good governance. Effective governance is built on robust, decentralized institutions that derive their power from a plurality of voices. Without this plurality of voices being represented in the actual positions of power, be rest assured that Solid will fail to serve the global internet community, and its mission will be at risk of being hijacked by vested interests, as have been governments around the world.

[jeswr]

Hi @CxRes - this is on my radar, and will come back with a thought out response in the coming days.

[jeff-zucker]

If the Web is for everyone (@timbl's words, not mine), surely a project intended to revive its health must have global representation in the positions of power.

I strongly agree.

[timbl]

Dear Rahul,

I am sorry to hear this has caused you distress.

The ODI is a not for profit institute and the two founders, Nigel and l, each hold a member share (these are not shares like private companies i.e. they hold no financial value). Nigel and I alone ultimately have control over all of the executive powers and activities of the ODI - including, for example, board structure, and veto power of board decisions. However, it is and has always been extremely important to Nigel and I to ensure that the ODI has a strong corporate governance structure to best deliver on our mission and vision - which includes creating a world where data works for everyone. The ODI governance structure is made up of a collegiate board of individuals who have expertise to support the range of activities that ODI undertakes along with the legal and financial expertise required when running an Institute like the ODI. The board primarily ensures the fiscal wellbeing and compliance of the organisation, and is not typically involved in any day-to-day operational decision making. As the board is at arms-length from most operational decisions, recommendations made by the AC will usually be actioned directly without board intervention or oversight. The board receives quarterly reports which will include outcomes of recommendations from quarterly AC meetings. The Board is appointed by Nigel and I and is run in an extremely collegiate way supporting the ODI. Over the past 12-13 years there has never been an instant where the board has been at odds with Nigel and I. We all believe in our mission, of which Solid is a new part which we are committed to delivering. The ODI team (beyond the board) are currently upskilling to be able to work on Solid. Nigel, Louise and I have been actively fundraising for the ODI, including Solid as one of our initiatives, we are hopeful that funding will be secured soon and then we can work on moving Solid forward. In the meantime the ODI has committed its existing resources (people and finances) to support Solid and are moving forward with a huge amount of good faith and trust. We are excited about the future potential for Solid. As a not for profit institute it is really important to us that the communities we work with are able to trust and believe in our organisation, its values and intentions. These reasons along with the strength of the ODI brand, its positioning in the global market, its success and ongoing work in evolving the data ecosystem was why I approached the ODI to steward Solid.

Nigel has already done an extensive amount for Solid, he is well respected in the Semantic Web domain - from which Solid emerged, and has directly supported Solid in a range of ways - including choosing to make Solid the focus of the EWADA project at Oxford. It is important to remember that the Solid Community is large, and there are many people doing extensive work for Solid that are not visible in the kinds of calls that you or I regularly attend.

On accountability, shortly before this response we added a terms of reference document which adds the following accountability measures. Including full documentation of AC meetings [1] and visibility of the ODI’s expenditure around Solid [2].

This means that there will be a public record of any questions (and subsequent responses) the AC raises about expenditure and decision making.

To clarify the scope of ODI stewardship of Solid, ODI is responsible for maintaining core infrastructure (the main ones being solidcommunity.net, github.com/solid - excluding specification repositories in the W3C domain, forum.solidproject.org, Vimeo, and solidproject.org). With the funds we are raising - we hope to support a wealth of activities beyond core maintenance of this infrastructure including practitioners with use case visibility and adoption. However the CG, WG, Practitioners and other groups/institutions working on Solid still have complete autonomy. The CG and WG are part of the W3C system, reporting to the W3C board, not ODIs.

To clarify this we have renamed the document “Governance Structure for ODI Stewardship of Solid”.

It is also important we are clear on the desired role and scope of this Advisory Committee. Our intention for this Advisory Committee is for it to be a mix of people from within, and outside of the Solid Community. Particularly, those in some of the government, social good and commercial roles may be those individuals who are well positioned to both introduce and socialise Solid within their domains, whilst also being able to provide insight on what is required from our work on Solid in order to ease adoption of the technology within those domains. This Advisory Committee is not for making detailed decisions around work items like specification or infrastructure - so we do not expect it to contain the same mix of people that would, for instance, be found in a specification Working Group.

With regard to the point on the stewardship of OpenActive, a large part of the reason we have highlighted this initiative, is to demonstrate that there has never been an instance over the past 7 years of stewardship where the board, Nigel or I have vetoed any recommendations from the OpenActive Steering Committee.

[1] https://github.com/solid/odi-governance/blob/main/terms-of-reference.md#19-reporting-and-monitoring
[2] https://github.com/solid/odi-governance/blob/main/terms-of-reference.md#16-out-of-scope

If the Web is for everyone (@timbl's words, not mine), surely a project intended to revive its health must have global representation in the positions of power.

The Web is for everyone, and that is why I have worked so hard for the last decade to make it better with Solid. To ensure Solid's success the ODI-Solid Advisory Committee needs to be a body that can guide the ODI in getting widespread adoption, visibility and sustainability of Solid. It is not supposed to be a committee that makes e.g. operational or specification decisions.

[jeff-zucker]

@timbl thank you for your clarification and for the long work you put in to find stewardship for Solid. I don't think any of us are raising this issue because we doubt the good will and wisdom of you or of ODI or its board. We raise this issue because we believe that if the web is for everyone, it must, to the greatest extent possible, be by everyone. The best of intentions and the wisest human minds are not substitutes for the lived experience of people whose lives are vastly different. To my mind, that calls for greater diversity on the board which stewards a project of global reach. Whether or not that can be implemented now, my hope is that this concern is factored in to future decisions.