Governance Structure of OpenMS

This page describes the governance structure of the OpenMS project and its legal entity. For more information, see:

OpenMS Inc. is a U.S. nonprofit corporation organized under section 501(c)(3) of the Internal Revenue Code. Its mission is to develop open-source scientific software and collaborate with academic institutions to improve experimental data analysis.

Key characteristics:

  • nonprofit public-benefit corporation
  • operates for scientific, educational, and charitable purposes
  • may provide internships or volunteer opportunities to support those goals
  • cannot distribute profits to individuals except as reasonable compensation for services

The corporation has no members, meaning governance authority rests entirely with the Board of Directors.

Board of Directors

The Board of Directors is the governing body of the nonprofit corporation.

Initial directors:

  • Samuel Wein
  • Timo Sachsenberg
  • Oliver Kohlbacher

Responsibilities include:

  • fiduciary oversight of the corporation
  • legal compliance
  • financial oversight
  • approving amendments to the Articles of Incorporation (2/3 vote)
  • selecting asset recipients if the organization dissolves

This body governs the corporate entity, not the day-to-day development of the software project.

Executive (Steering) Committee

The Executive Committee governs the OpenMS project itself, separate from the legal corporate board.

Composition:

  • core developers of the project
  • led by an Executive Chairperson

Responsibilities include:

  • defining project mission, direction, and vision
  • long-term continuity planning
  • directing development resources
  • maintaining project bylaws
  • managing the list of core developers
  • forming committees
  • handling code-of-conduct issues

This committee is effectively the technical and community governance body of the OpenMS project.

Core Developers

  • Core developers are defined as active and key participants in the project. They collectively form the Executive Committee.

Executive Chairperson

The chairperson:

  • must be a member of the executive committee
  • serves 1-year term
  • is elected by the committee
  • breaks tie votes

Responsibilities:

  • convene and chair meetings
  • notify members of meetings
  • coordinate committee activities

Removal requires a 2/3 vote of the executive committee. Rules:

Adding a core developer:

  • simple majority vote of a quorum

Removing a core developer:

  • 2/3 vote of quorum or voluntary departure

Executive Committee Operations

Meeting requirements:

  • at least one meeting per month
  • 48 hours notice
  • quorum: five members

Decision process:

  • majority vote unless otherwise specified
  • Robert’s Rules of Order may be invoked if requested

Transparency requirement:

  • meeting minutes should be recorded
  • minutes are public unless the committee votes otherwise

Relationship Between OpenMS Inc. and the OpenMS Executive Committee

Corporate Governance

Handled by: Board of Directors

Responsible for:

  • legal entity
  • finances
  • compliance
  • nonprofit obligations

Project Governance

Handled by: Executive (Steering) Committee

Responsible for:

  • software development
  • project roadmap
  • community management
  • technical leadership