Introduction

This FOLIO Governance Model distributes the following responsibilities and decision making among three councils: Community, Product and Technical. It allows organizations to be recognized as members whether they commit to paying dues or donating the time of people to do the work needed to create and sustain FOLIO. It allows all participants in the community to select council members. It outlines a dues structure to address the financial needs of the project, and provides for financial management via the Community Council.

FOLIO Guiding Principles

As a community driven open source project, FOLIO operates according to the following guiding principles:

• Open, transparent and respectful collaboration

• Enable local decision-making authority wherever possible

• Create a sustainable community and ecosystem that is open and beneficial for all community participants 

FOLIO is a community member project of the Open Library Foundation.

Governance

Overview

The Governance model will be made up of three councils, each of which to be responsible for a specific set of concerns for the FOLIO Project:

• Community Council

• Product Council

• Technical Council

Each of these councils’ seats will be filled by elected Members of the community. The Community Council is the ultimate escalation point for any and all councils and groups that are part of FOLIO.

The Community Council is responsible for this Governance Model. While it is responsible for ensuring a healthy governance model exists for FOLIO, all councils must ratify any changes.

Definitions

Member Organization - an organization that has made a formal commitment of resources to the FOLIO project via a Memorandum of Understanding. The resources committed may include dues or personpower or both.

Member - an individual who is an employee or a sponsored contractor of a Member Organization.

Participant - an individual who has registered to use FOLIO’s collaboration tools such as Jira, Confluence (wiki), or Slack.

FOLIO Way - agile, open, transparent, and community-oriented user-experience-first design.

Council Operations

In conducting day to day business all three of the councils that are defined in this document will operate in accordance with the following guidelines:

• In order to promote transparency, all Council meetings and business will be open except as required for negotiations, or licensing, or other reasons requiring confidentiality.

• Council decisions are made by “lazy consensus” (http://community.apache.org/committers/lazyConsensus.html), when possible, and documented to the public. If necessary to reach a decision, any council member may call for a vote. Votes require a simple majority of those voting (ie. not abstaining) at a scheduled meeting where a quorum is present, provided that a majority of those members present vote. A quorum of any council is a majority of the membership of the council (ie. 8 if a council has 14 members, 7 if the council has 13 members). Alternatively, votes that are carried out asynchronously require a simple majority of the entire council membership.

• Councils may choose to form an Executive Committee to aid in the accomplishment of their respective goals/activities.  

• Councils shall coordinate their work, activities and communicate regularly with each other.

• Councils may charter working groups: Special Interest Groups (SIGs), task forces, advisory groups, or other teams related to the functions of the appropriate Council. When doing so they must:

  • Coordinate the work of such working groups

  • Establish communication pathways that ensure open and transparent operation of the working groups.

  • Ensure new working group members have an understanding of the FOLIO Way

  • Revise charters, membership, and accountability as needed

  • Disband as appropriate

• Coordinate the work of the FOLIO community, including:

  • Ensure contributors are versed in the FOLIO Way

  • Encourage the community to create apps that interact well with FOLIO platform features

• Communicate the activities and priorities of the Council and project.

• Each council shall elect a chair or co-chairs. The election of co-chairs is encouraged in order to share workload and provide greater availability.

• The chairs of all of the councils shall meet monthly to communicate and share updates/experiences, etc.

• The three councils shall meet periodically to discuss matters of shared concern. The agendas for these meetings shall be coordinated by the chairs of all councils, and the meeting shall be chaired by the Community Council chair. There should at least be one meeting face to face at WOLFcon.

• The chairs of the three councils will organize twice yearly “FOLIO Community Updates”.

All Council members are expected to:

• Follow the FOLIO code of conduct.

• Attend regular virtual meetings.

• Participate in other activities, including:

  • Group projects or writing efforts.

  • Individual engagement including email, writing, and review.

• Attend and contribute to relevant periodic face-to-face meetings, potentially twice a year.

• Identify and bring to bear appropriate expertise from the broader community.

• Actively contribute and work productively on this team.

Community Council

Charter 

To foster a healthy and productive community ecosystem of sustainable collaboration for the FOLIO project.

Description

This council has two key roles. First, to ensure the community is strong and healthy, which can include recruiting, marketing and many external facing activities. Second, this council is responsible for the smooth operation of community activities, including coordinating with other councils, ensuring the community is collaborative and inclusive. Third, this council shall manage the project’s finances in collaboration with the Treasurer.

More specifically, the Community Council will take on the following activities:

• Promotes FOLIO as a strong open source community and project.

• Coordinates and encourages community engagement in FOLIO:

  • Onboards new members, whether individual or institutional.

  • Maintains relationships with library partners.

  • Maintains relationships with vendor partners.

  • Maintains relationships with external projects that are related or strategic to the goals of FOLIO.

  • Investigates issues related to resourcing needs and identifies possible development partners to fill gaps.

• Reviews and maintains community documentation and processes, including, but not limited to:

  • Official participation requirements (e.g. membership requirements).

  • FOLIO Code of Conduct and Diversity Policies.

  • Community-specific policies or requirements (e.g. local community group charters).

• Manages the election process for all councils.

• Reviews and approves new governance policies in the community, based on discussions with other councils as applicable.

• Creates and maintains governance documentation, community documentation, and reporting requirements for the FOLIO project.

• Maintains an operating budget and financial oversight in collaboration with the Treasurer.

• Sets regular meetings with other council chairs to determine if any issues or concerns need to be addressed.

• Serves as the primary contact for the OLF for community related issues and queries.

• Provides conflict and dispute resolution. The Community Council is the ultimate escalation point for any and all councils and groups that are part of FOLIO.

Membership

The community council shall have 13 members. The council will seek to have a diverse membership. Members will be elected for two-year terms and may serve for up to four consecutive years.

FOLIO SMLLC Officers

FOLIO is required to have 3 positions per its SMLLC definition. These officer positions are:

1. FOLIO Manager - Signatory for contracts, memorandums and other official correspondence

2. FOLIO Treasurer - Official responsible for FOLIO fiscal duties

3. FOLIO Secretary - Maintainer of official records, meeting minutes, etc.

These positions shall be appointed, and may be removed, by the Community Council. These positions do not have a specific term. These roles are largely administrative, taking direction from the Community Council and other councils as appropriate for their role in service of the project. Note that persons who take on these roles don’t necessarily have to be members of any council, but it is reasonable to assume they may be past or present Community Council members.

Fiscal Responsibilities 

The Community Council is responsible for creating, maintaining and managing the budget for FOLIO. It is also responsible for collecting dues and other fees owed to the FOLIO project. These activities will be led by the FOLIO Treasurer.

The FOLIO Treasurer shall be responsible for managing all fiscal transactions related to FOLIO and coordinating with the OLF Treasurer to ensure funds are collected and dispersed appropriately.

Product Council

Charter 

To maintain the FOLIO roadmap to reflect the best interests of librarians and users and to work with the development teams to deliver the roadmap as efficiently as possible.

Description

The FOLIO Product Council guides the functional development of the FOLIO Library Services Platform.

The Product Council has the key responsibility of providing the product vision, strategy & roadmap with close collaboration with the Community and Technical Councils. The Product Council is responsible for driving these 3 areas throughout the FOLIO project. Through the roadmap and regular communication across the councils, the Product Council will guide the work of the development teams. At a minimum, one core team is required to maintain the FOLIO platform. If any conflicts arise, these can be escalated and solved through the Community Council.

Primary functions:

• Define and implement Product Council-related aspects of FOLIO vision and strategy.

• Synthesize roadmap, establish priorities in the roadmap, assess strategic developments for impact on the roadmap;  The Product Council may choose a roadmap facilitator to aid in roadmap maintenance.  

• Understand and maintain competitive and market analysis for the FOLIO Product.

• Identify functional gaps in the roadmap and act to ensure the gaps are filled.

• Work with the Technical and Community Councils to develop an overall release plan for each version of FOLIO.

• Make sure the Product Council SIGs are defining the issues that librarians face on a daily basis that FOLIO must solve.

• Foster a collaborative group of Product Owners to help achieve the Product Council’s mission .

• Ensure the Product Owners are working with SIG members to turn the defined problems into actionable requirements that can be used by the development teams and Technical Council to build solutions.

• Make sure the PO’s are reviewing proposed designs and solutions with the SIGs to be sure that proposed solutions actually solve the problems as stated by librarians.

• Make sure the SIGs are involved in testing of completed code to be sure code functions as expected.

• Make sure SIG members have at least one representative attending sprint demos and provide feedback to help guide features that are in the process of development.

• Set the FOLIO agenda items at community meetings (face-to-face and virtual).

Membership

The Product Council is composed of key FOLIO representatives, elected by the FOLIO community. The Product Council will have 11 members. Members will be elected for two-year terms and may serve for up to four years consecutively.

Technical Council

Charter 

Provide technical guidance to the FOLIO project. Guide the project’s architectural vision, technical policies, standards, and best practices. 

Description

The Technical Council steers and guides the technical aspects of the FOLIO project by performing the following activities:

• Provide guidance to help keep the FOLIO community aligned on technical goals and directions, which are informed by the original vision of the FOLIO project, community requests, development needs, technical council expertise, etc.

• Develop and maintain an architectural blueprint supporting the long-term vision, coherence, continuity, and stability of the FOLIO LSP.

• Develop and maintain documentation of FOLIO project technical decisions, code contribution requirements, and development practices.

• Proactively identify technical issues and resourcing needs that the project will need to deal with, including tracking and reporting on technical debt.

• Provide technical investigation/advice at the request of the other councils. 

• Facilitate communication with the infrastructure team (DevOps) to ensure best practices are followed, and smooth functioning of FOLIO project infrastructure.

• Facilitate discussion and communication with development teams to ensure the FOLIO project's technical standards are upheld.

• Welcome and help onboard FOLIO community members and organizations that are trying to contribute functionality to FOLIO apps or modules so that the FOLIO project’s technical standards can be upheld pragmatically.

• Arbitrate disputes amongst the community on technical matters and make final decisions when necessary. 

• Maintain oversight of the FOLIO project's security group and other working groups to which the Technical Council delegates specific responsibilities.

Membership

The Technical Council is composed of key FOLIO representatives, elected by the FOLIO community. The Technical Council will have 11 members. Members will be elected for two-year terms and may serve for up to four years consecutively.

SIGs and other Working Groups

Each Council may sponsor Special Interest Groups (SIGs) or other working groups in order to fulfill their charters. Such groups may benefit from the FOLIO Project infrastructure (Wiki presence, Google Drive space, access to Zoom accounts, etc.).

Note ad-hoc groups are welcomed, but may not receive infrastructure resources/capabilities that council sponsored groups benefit from.

Membership

Member Organizations will be recognized by virtue of their formal commitment to FOLIO, either by paying membership dues, or by committing resources to work on the project. These formal commitments will be executed via a Memorandum of Understanding (MOU) between the organization and FOLIO SMLLC.

Individuals who are employed or sponsored by Member Organizations are eligible for Council seats.

Member organizations will be relied upon to provide the resources that make FOLIO viable and sustainable. The Community Council shall be responsible for determining and updating the FOLIO Membership Levels, including contribution amounts and any associated benefits.

Individual Participation vs Membership

FOLIO welcomes all individuals to participate in the project, and we highly value diversity and input from anyone and everyone. It is expected that many individuals and several organizations will participate in FOLIO, contributing code, expertise, intellectual effort, and time. Some of these contributions will be made by individuals whose organizations are not Members. These contributions are valuable and necessary, and it is anticipated that in day-to-day operations there will be no distinguishable difference between the actions and contributions of individuals who are part of Member organizations and those who are not.

Donations

The FOLIO Project welcomes donations. Donations may be targeted at specific activities or given for general use. The Community Council will be the central point of contact for all donations.

Elections

FOLIO strives to have a diverse representation on each of the councils. This includes size, type, and locale of each organization who may be represented in the elections and the individuals who are to be elected.

Election process

The Community Council will be responsible for managing the annual election process for all Councils, ensuring it is conducted in accordance with the community’s commitment for openness, transparency and integrity. The Community Council may form a group, such as a nominating committee, to take on some or all of this work, including: 

• Call for nominations

• Communicate the balance of available seats and associated terms

• Review candidate applications, and where appropriate, address potential conflicts of interest and ensure a balance of individual skills 

• Produce a ballot of all qualified candidates for the Councils

• Declare a voting period

• Manage the voting process

• Report election results to the community

Any Participant of the community can vote in elections. 

Any council may appoint members to fill vacant seats (up to the maximum) on the council, if necessary.  When possible, individuals who were the next highest vote getters in the previous election should be selected.  The Community Council will ratify any appointment to ensure that it doesn’t violate any council membership rules.

Seats on the Councils are available to Members of the FOLIO community. Individuals will be elected to seats for two-year terms. Shorter terms may be required for the initial transition period or to fill seats that become vacant between elections.

Individuals with the highest number of votes will be elected to a council, accounting for the per-Member Organization limit.

In the event of a tie in any council election, the current chairs of the council, excluding any involved in the tie, shall break the tie. If all current chairs are involved in the tie then it will be broken by random selection. The appropriate council shall determine the method of random selection.

Any Member Organization is eligible to have a maximum of one member on each Council. This means that regardless of how many candidates from each Member Organization are nominated, only the highest vote receiving individual from that Member Organization will be elected to that specific council. 

Seat candidates shall submit a statement of interest and qualifications to be included with the election ballot information. Nominees must be able to:

• Meet the requirements for members of their chosen Council

• Regularly attend Council meetings

• Commit appropriate time to fulfill needs of the Council

• Abide by the FOLIO Code of Conduct

Document History