Thread by @ehashdn

This is a nuclear take, so wearing my FOSS foundation ex-board member hat, let me take a stab at interpreting what's going on here, based on publicly available info.

Summary: the Rust Foundation is new and struggling to bootstrap. #3 in the QT isn't final.

https://twitter.com/steveklabnik/status/1437441662998007809

The Rust Foundation is a 501(c)(6). This means it's a non-profit trade association. It differs from a public charity in that it only has to act in the best interests of its members, *not* the general public.

Many software nonprofits are c6's; this isn't unusual or nefarious.

Looking at the board breakdown, each platinum member has one seat (normal for a c6): foundation.rust-lang.org/board/

Officer positions (ex: Secretary) are elected by the full board: foundation.rust-lang.org/policies/bylaw…

Corporate members can't pay to Chair the Board; the Board can elect a new Chair.

It looks like the board failed to hire an ED before their interim ED's term ran out. That's regrettable, but I'm not surprised, because looking at the makeup of the board, my quick search suggested most members don't have prior board experience.

https://twitter.com/steveklabnik/status/1437504843409727489

The first call for ED nominations was in June 2021: foundation.rust-lang.org/posts/2021-06-…

Based on Steve's tweet, this suggests the interim ED was only hired on a 3 month contract. If that's the case, IMO that was much too short of an initial timeline.

For comparison: @OpenSourceOrg recently hired an ED. The board estimated the search would take 12-18mo and hired an interim GM for one year.

OSI announced an interim GM 2020/08, ED search 2020/11, concluded 2021/09 (13mo total). (see e.g. opensource.org/news/osi-execu…)

An Executive Director hire typically needs to be approved by the full board, not just one (or more) corporate directors. Interestingly, the Rust Foundation is a majority (6/11) corporate directors. Maybe that was a mistake, and now the community directors are getting outvoted.

The foundation started with 5 corporate founding members and 5 community-elected seats. But with room for growth in corporate members, we were bound to eventually see outsized corporate influence on the board. foundation.rust-lang.org/policies/bylaw…

But! I haven't seen anything indicating that the search for an Executive Director is called off. Until that happens, I'm going to let the Board do their jobs. They can't talk about what's going on publicly, so this will be difficult for them. Maybe they'll make a statement.

If you're concerned about what the original tweet means for Rust, I am too! But the board still has plenty of opportunity to learn from and address this. I don't think Amazon controls the Board or Foundation; afaict a new Chair can always be chosen, and the ED search isn't over.

Threading in more on why "just extend the interim ED's contract" isn't an easy fix

https://twitter.com/ehashdn/status/1437538756664315904

Threading in more on why the interim ED being left in limbo tells us a little about the board dynamics right now

https://twitter.com/ehashdn/status/1437539805533925378

As a FOSS community member and noted hater of memory unsafety, I have a vested interest in the Rust Foundation's success. I don't know most of the board or folks involved, but I am very happy to meet with you and offer advice in confidence if it will help!

Addendum: someone pointed out to me that the Rust Foundation has some complex voting rules that attempt to avoid corporate capture of the board, and require a supermajority of non-corporate directors. This includes hiring an ED: foundation.rust-lang.org/policies/bylaw…

https://twitter.com/ehashdn/status/1437520918935339011

My read of this is that any given group on the board can *block* actions that require such a vote, but can't compel them. A small group (2) can stop an ED hire.

This kind of governance can result in gridlock, so that's going to be an risk for the Rust Foundation going forward.