Adding affiliation clause to NativeScript charter

[shirakaba]

NativeScript TSC Chair speaking. I would like to add an affliation clause to NativeScript's governance charter, copied from the TSC Charter, which was approved by a standard TSC motion. Here are the meeting notes from the results of the vote about whether to add the clause:

Unlike the Node.js charter, the NativeScript charter does not currently express that it extends the TSC Charter, so it's necessary to explicitly add this.

[tobie]

It is not the role of the CPC to meddle into the decision-making process of projects. That said, from the perspective of the CPC, which is entirely consensus driven, such a short lead for a charter change seems surprising. Would you be able to share the arguments of both sides and what made getting to consensus a challenge?

[shirakaba]

The arguments to add it were based on how the majority of the TSC was (and still is, even more so) comprised of just one organisation and its affiliates:

The arguments against it were that NativeScript is mainly funded and maintained by that one organisation, so it should deserve more voting power.

Reaching consensus was hard because of the opposite motives.

[mcollina]

A similar clause would be required to become an Impact project.

[ctcpip]

Procedurally:

Per CPC governance, the charter change request is approved when:

• There are no outstanding objections
• There are two or more approvals by voting CPC members
• The board has been consulted in the case of substantial changes
• The issue has been open for at least 14 days

It doesn't seem to me to meet the bar of 'substantial changes', but this is something we should discuss in the CPC meeting. The 14 day requirement puts any potential decision out to a minimum of the 13th, 14th to be safe.

[tobie]

Notes from this week's CPC call:

• suggest private session with TSC
• no agreement how to move forward here, CPC doesn't want to overstep but also wants to provide support if it would be helpful

[tobie]

I think that the health-check request in https://github.com/openjs-foundation/cross-project-council/issues/1387 is ground enough to have a conversation with the NativeScript TSC without overstepping. WDYT?

[shirakaba]

Happy to have the CPC along for a TSC meeting.

The next NativeScript TSC meeting is 28th Nov if the CPC wanted to drop in on that: 06:00 PST (-8)｜14:00 GMT (+0)｜23:00 JST (+9).

If that timeslot is hard to make, we could arrange an out-of-band TSC meeting (with the constraint being that we have to accommodate a quorum across both California and Japan timezones) but it had best be before that upcoming TSC meeting as important votes are coming up.

Another question I’d like to ask is: how do other projects determine what counts as an “affiliate”? We will need crystal-clear criteria for this. Currently the majority of the TSC accepts money from nStudio each year in some form, whether it be regular contracting on client projects or incidental payment for one-off jobs. It will be necessary to determine this as part of discussing the clause.

[ljharb]

https://github.com/nodejs/TSC/blob/main/TSC-Charter.md#section-3-establishment-of-the-tsc

No more than one-fourth of the TSC voting members may be affiliated with the same employer.

node doesn't define "affiliated", but the rest of the paragraph implies "employee", which is a specific legal category in many countries. I'm not sure where regular contractors vs one-off payment recipients fall, though.

[ctcpip]

If you are being paid by a company directly as an employee, a contractor, or indirectly as a sub-contractor, you are affiliated, from the perspective of professional conduct, ethics, etc, and this too has legal implications in most jurisdictions.

[shirakaba]

Okay, though what if it's not as simple as a contractor relationship? There are cases where money will pass from nStudio to TSC members without a contract involved (e.g. as thanks, or in exchange for work done on a library). There are also cases where TSC members may be listed on the nStudio team on their website, whether or not they have yet received money for any services. Should these cases count as affiliation?

Also how should we assess this? Should members each make their own statement, or would it be the job of each organisation in the TSC to declare affiliates?

And should it be re-assessed on a regular basis? Some members may receive money for services some years, while other years they may not.

Sorry for the many questions, but I think this has long been a conflict of interest that paralyses decisions and I'd really like to get it ironed out for the next TSC year.

[ctcpip]

IANAL, but... I think if you have to ask the question, you've already answered it. Typically things like non-cash gifts of little value, e.g. US$20 or less would be negligible , but anything more would be considered amounts that could influence, or give the appearance of influencing, decisions. In other words, it becomes a potential conflict of interest that must be declared by stating one's affiliation with the entity that provided such funds or gifts.