Canonical charter document

[lucasgonze]

There are multiple versions of the Magma charter document circulating. We need to identify them all, identify differences, figure out which one is currently in force, and remove or archive the others.

/Governance/blob/main/CHARTER.md

• Adopted March 15, 2021
• "Technical Charter (the "Charter") for Magma Core Foundation"
• See notes on deleting this file in magma/magma/GOVERNANCE.md

/magma/blob/master/Magma_Technical_Charter_Final_1-26-2021.docx.pdf

• Dated January 26, 2021
• May be changed by vote of TSC, so any recorded vote to change it will create a superceding charter
• Superceded by Governance/blob/main/CHARTER.md, which is dated later and must reflect a TSC vote per previous paragraph
• File should be deleted from Git

/Governance/blob/main/TAC%20CHARTER.md

• Dated April 12th, 2021
• Approved by TSC vote, which makes it binding per the charter
• Differentiates between TAC and TSC

The Technical Advisory Committee of the Magma Foundation (the "TAC") is responsible for driving the longer term technical vision of the project on behalf of the Technical Steering Committee. The TAC is expected to coordinate closely with the Technical Steering Committee to maximize the longer term relevance and impact of Magma in furthering the democratization of connectivity.

/Governance/blob/main/README.MD

• Has some normative text
• Should be rewritten to be 100% pointers to other documents
• Marked DRAFT so never adopted
• Consider archiving repo in favor or monorepo approach. Instead, create a GOVERNANCE.md document in the magma/magma repo.

/magma/magma/GOVERNANCE.md

Research paper https://arxiv.org/pdf/2304.00460.pdf shows that the above path is the standard location for this documentation.

Proposal:

• Create this file
• Put the proposed governance rules changes in it
• Delete the competing governance file in the magma/magma repo
• Replace contents of the /magma/governance/CHARTER.md document with a note that it was superceded by the new document per TSC vote dated blablabla.

[lucasgonze]

Created branch for governance reset. It contains a new GOVERNANCE.md file in the root directory.

As a public workbench, see
https://gist.github.com/lucasgonze/0be5db9dee45e9fd85fbe7d062d0f83f

[lucasgonze]

Summary of proposed changes:
https://docs.google.com/document/d/1MD7-JTxxXlkvrjr6SAnIjrJ5SkA68n79Zd9etnPey84/edit?usp=sharing

[lucasgonze]

Discussion in today's TSC. Minutes:

Proposed inactivity rule: no TSC meeting attendance in a month; attendance by proxy is acceptable; a genuine excuse for not attending suffices

Warning period: notify and give two weeks to respond

Location of governance documentation:
/magma/documentation/governance (GOVERNANCE.md etc)

When somebody goes inactive, special election to fill seat. This replaces the reactivation rule.

If fall below a quorum, LF Connectivity assumes authority.

In finalizing new charter, loop in LFC. This especially includes Magma TAC and LFC TAB.

In quorum section, abstention can go on record but does not influence quorum.

"Subject to approval by LF Projects" change "Projects" to "Connectivity".

[lucasgonze]

Implementation notes:

This item is now 2.b.i and 2.b.ii:

Proposed inactivity rule: no TSC meeting attendance in a month; attendance by proxy is acceptable; a genuine excuse for not attending suffices

Warning period: notify and give two weeks to respond

When somebody goes inactive, special election to fill seat. This replaces the reactivation rule.

Location of governance documentation:
/magma/documentation/governance (GOVERNANCE.md etc)

I wrote this up as Governing Board, because I believe they are a step above TSC but below LFC and because LFC is not otherwise defined:

If fall below a quorum, LF Connectivity assumes authority.

This is not actionable as an edit:

In finalizing new charter, loop in LFC. This especially includes Magma TAC and LFC TAB.

I recorded this in the section on quorum:

In quorum section, abstention can go on record but does not influence quorum.

I believe this change is out of scope for what we are currently doing, because there are many other instances of LF Projects and all of the changes would have to be reviewed by an attorney:

"Subject to approval by LF Projects" change "Projects" to "Connectivity".

[lucasgonze]

Changes made to Governance repository. Pull request for my changes:
magma/Governance#3

That should not be merged until the new charter in GOVERNANCE.md is voted on. Because of the importance of these changes, approval on the PR should come from the TSC Chair.

[lucasgonze]

TSC vote today for the current version of the charter. There were no objections. The vote was proposed by Jordan and Seconded by Som. Jim and Lucas voted For. Yogesh was absent and will record his vote via Github.

The final step is approval from LF Projects. To complete this we need a meeting with Legal. We should inform them that the current version has been accepted by the TSC.