The OpenInfra Foundation Charter
The Linux Foundation
Effective __________________
- Mission and Scope of the OpenInfra Foundation.
a) The mission of the OpenInfra Foundation, a directed fund of the Linux Foundation (the “Directed Fund”) is to facilitate the building and operation of open infrastructure. To enable that mission, the purpose of the Directed Fund is to raise, budget and spend funds in support of various open source, open data and/or open standards projects relating to operating cloud infrastructure, including infrastructure and support initiatives related thereto (each such project, a “Technical Project”). The governance of each Technical Project is as set forth in the applicable charter for each Technical Project.
b) The Directed Fund supports the Technical Projects. The Directed Fund operates under the guidance of the Governing Board of the Directed Fund (the “Governing Board”) and The Linux Foundation (the “LF”) as may be consistent with The Linux Foundation’s tax-exempt status.
c) The Governing Board manages the Directed Fund. The Directed Fund may also have working groups, councils, committees and similar bodies (collectively, “Committees”) that are established by the Governing Board. These Committees report to the Governing Board.
- Membership.
a) The Directed Fund will be composed of Platinum, Gold, Silver and Associate Members (each a “Member” and, collectively, the “Members”) in Good Standing. All Members must be current corporate members of the LF (at any level) to participate in the Directed Fund as a Member. All participating Members of the Directed Fund enjoy the privileges and undertake the obligations described in this Charter, as from time to time amended by the Governing Board with the approval of the LF. During the term of their membership, all Members will comply with all such policies as the LF Board of Directors and/or the Governing Board may adopt with notice to Members.
b) Each Platinum Member will be entitled to appoint a representative to the Governing Board (each such representative, a “Platinum Representative”) and any Committee. The number of Platinum Members shall be defined as the “Representative Limit”. The Representative Limit will change from time to time when the number of Platinum Members changes. Each Platinum Member may at any time and from time to time remove without cause and replace its Platinum Representative and any representative of such Platinum Member to any Committee. The term of each Platinum Representative shall continue until the death, resignation or removal (with or without cause) of the Platinum Representative by the Platinum Member that appointed the Platinum Representative or the termination of the membership of the Platinum Member that appointed such Platinum Representative.
c) The Gold Members will, annually as a class, elect the same number of representatives to the Governing Board (each such representative, a “Gold Representative”) as the Representative Limit; provided, that in the event that the Representative Limit is reduced or increased due to a decrease or increase in the number of Platinum Members during the course of the calendar year, the term of any incumbent Gold Representative shall not be shortened thereby and the corresponding reduction or increase in the total number of Gold Representatives shall not occur until the next annual election. In the case of the death, resignation, removal or other vacancy of any individual Gold Representative, the Gold Member that appointed such Gold Representative may designate a replacement for the balance of such individual Gold Representative’s term.
d) The Associate Member category of membership is limited to Associate Members of The Linux Foundation. The Governing Board may set additional criteria for joining the Directed Fund as an Associate Member. If the Associate Member is a membership organization, Associate Membership in the Directed Fund does not confer any benefits or rights to the members of the Associate Member.
e) The Governing Board will maintain an OIF Individual Member participation program (the “OIF Individual Member Program”) for individuals who contribute to or support any Technical Project or participate in any activity of the OpenInfra Foundation (each such individual who has joined the OIF Individual Member Program, an “OIF Individual Member”). OIF Individual Members are not Members of the Directed Fund but receive those benefits as specified herein, in the OIF Individual Member Program and in the Trademark Policy. During the term of their membership, all OIF Individual Members will comply with all such policies as the Governing Board may adopt with notice to OIF Individual Members.
f) OIF Individual Members will, annually as a class, elect the same number of representatives to the Governing Board (each such representative, an “OIF Individual Member Representative”) as the Representative Limit; provided, that in the event that the Representative Limit is reduced or increased due to a decrease or increase in the number of Platinum Members during the course of the calendar year, the term of any incumbent OIF Individual Member Representative shall not be shortened thereby and the corresponding reduction or increase in the total number of OIF Individual Member Representatives shall not occur until the next election. In the case of the death, resignation, removal or other vacancy of any OIF Individual Representative, the vacancy may be filled by a majority vote of the remaining OIF Individual Representatives.
g) Procedures for elections of Gold Representatives and OIF Individual Member Representatives, as well as eligibility requirements for nominees for OIF Individual Member Representatives, will be documented under an Election Procedures Policy which will be maintained on the web site of the Directed Fund.
h) Members will be entitled to:
i) participate in Directed Fund general meetings, initiatives, elections or appointments (as applicable), events and any other activities; and
ii) identify themselves as members of the OpenInfra Foundation supporting the OpenInfra Foundation community, as described in the Trademark Policy (as defined in Section 7, below).
- Governing Board
a) The Governing Board voting members will consist of:
i) one representative appointed by each Platinum Member;
ii) Gold Representatives; and
iii) OIF Individual Member Representatives.
b) Only one Member that is part of a group of Related Companies (as defined in Section 5) may appoint, or nominate for a membership class election, a representative on the Governing Board. Unless otherwise approved by the Governing Board, no single Member, company or set of Related Companies will be entitled to: (i) appoint or nominate for Membership class election more than one representative employed by that Member, its company or its set of Related Companies to serve at the same time on the Governing Board, or (ii) have more than three representatives (including having employees who are OIF Individual Member Representatives) serving at the same time on the Governing Board.
i) Please note that it will be acceptable for one Member to appoint or nominate a representative to the Governing Board and have up to two of its (or any Related Company’s) employees, serve as OIF Individual Member Representatives.
c) Conduct of Meetings
i) Except for executive sessions and as deemed necessary by the Governing Board, the Governing Board will: (i) conduct all of its meetings in whole or in part via remote teleconference or other electronic means and permit observation of those meetings by the public via such remote teleconference or other electronic means, and (ii) publish minutes of the meeting of the Governing Board.
ii) Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow named representatives (one per Member per Governing Board and per Committee) to attend as an alternate.
iii) The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guests may not participate in any vote on any matter before the Governing Board).
d) Officers
i) The officers (“Officers”) of the Directed Fund to be elected at the first meeting of the Governing Board will be a Chairperson (“Chair”) and a Treasurer. Additional Officer positions may be created by the Governing Board. The Chair must be a voting member of the Governing Board.
ii) The Chair (or other member of the Governing Board elected as a Vice Chair) will preside over meetings of the Governing Board. The Chair will manage any day-to-day operational decisions, and will submit minutes for Governing Board approval.
iii) The Treasurer will assist in the preparation of budgets for Governing Board approval, monitor expenses against the budget and authorize expenditures approved in the budget.
e) The Governing Board will be responsible for overall management of the Directed Fund, including:
i) approving a budget directing the use of funds raised by the Directed Fund from all sources of revenue;
ii) nominating and electing Officers of the Directed Fund;
iii) determining the processes to guide the lifecycles of Technical Projects, including evaluation of the structure and procedures of the general and technical management of each Technical Project;
iv) overseeing all Directed Fund business and community outreach matters and work with the LF on any legal matters that arise;
v) adopting and maintaining policies or rules and procedures for the Directed Fund (subject to LF approval);
vi) establishing advisory bodies, Committees, programs or councils to resolve any particular matter or in support of the mission of the Directed Fund and/or its Technical Projects including in support of end-users and ambassadors for the Technical Projects;
vii) establishing any conformance programs and solicit input (including testing tools) from the applicable governance body of any Technical Project for defining and administering any programs related to conformance with any Technical Project (each, a “Conformance Program”);
vii) budgeting for the filing and enforcement of trademarks of the Directed Fund and/or any Technical Project;
ix) publishing use cases, user stories, websites and priorities to help inform the ecosystem and technical community;
x) approving, maintaining and updating the Election Procedures Policy Document and overseeing matters with respect to elections and officer positions of the Directed Fund; and
xi) voting on all decisions or matters coming before the Governing Board.
- Voting
a) Quorum for Governing Board and Committee meetings will require at least fifty percent of the total number of Platinum, Gold, and OIF Individual Representatives (each a “Voting Representative”). If advance notice of the meeting has been given per normal means and timing and quorum is not met, the meeting may be held for discussion purposes only and no decision made or other action taken at the meeting.
b) Each Voting Representative will have one vote on each matter submitted for a vote.
c) Ideally decisions will be made based on consensus. Except as provided in Section 12.a. or elsewhere in this Charter, decisions by vote at a meeting will require a simple majority vote of the Voting Representatives present, provided quorum is met at both the time the meeting is declared open and the time that the vote is taken. Except as provided in Section 12.a. or elsewhere in this Charter, decisions by electronic vote without a meeting will require a majority of all voting representatives.
d) In the event of a tied vote at a Governing Board meeting with respect to an action that cannot be resolved by the Governing Board, the Chair may refer the matter to the LF for assistance in reaching a resolution. If there is a tied vote in any Committee meeting that cannot be resolved, the matter may be referred by the Committee chair to the Governing Board for resolution.
- Subsidiaries and Related Companies
a) Definitions:
i) “Subsidiary” means any entity in which a Member owns, directly or indirectly, more than fifty percent of the voting securities or membership interests of the entity in question;
ii) “Related Company” means any entity which controls or is controlled by a Member or which, together with a Member, is under the common control of a third party, in each case where such control results from ownership, either directly or indirectly, of more than fifty percent of the voting securities or membership interests of the entity in question; and
iii) “Related Companies” are entities that are each a Related Company of a Member.
b) Only the legal entity which has executed a Participation Agreement and its Subsidiaries will be entitled to enjoy the rights and privileges of such Membership; provided, however, that such Member and its Subsidiaries will be treated together as a single Member.
c) If a Member is itself a foundation, association, consortium, open source project, membership organization, user group or other entity that has members or sponsors, then the rights and privileges granted to such Member will extend only to the employee-representatives of such Member, and not to its members or sponsors, unless otherwise approved by the Governing Board in a specific case.
d) Directed Fund Membership is non-transferable, non-salable and non-assignable, except that a Member may transfer its current Membership benefits and obligations to a successor to substantially all of its business or assets, whether by merger, sale or otherwise; provided that the transferee agrees to be bound by this Charter and the Bylaws and policies required by LF membership.
- Good Standing
a) The Linux Foundation’s Good Standing Policy is available at https://www.linuxfoundation.org/good-standing-policy and will apply to Members (i.e. Platinum, Gold, Silver and Associate Members) of the Directed Fund.
- Trademarks
a) Any trademarks relating to the Directed Fund or the Technical Projects, including without limitation any mark relating to any Conformance Program, must be transferred to and held by LF Projects, LLC or the Linux Foundation and will be made available for use pursuant to the trademark usage policy, available at https://openinfra.org/legal/trademark-policy (the “Trademark Policy”).
- Antitrust Guidelines
a) All Members must abide by The Linux Foundation’s Antitrust Policy available at http://www.linuxfoundation.org/antitrust-policy.
b) All Members must encourage open participation from any organization able to meet the membership requirements, regardless of competitive interests. Put another way, the Governing Board will not seek to exclude any member based on any criteria, requirements or reasons other than those that are reasonable and applied on a non-discriminatory basis to all members.
- Budget
a) The Governing Board will approve an annual budget and never commit to spend in excess of funds raised. The budget and the purposes to which it is applied must be consistent with both (a) the non-profit and tax-exempt mission of The Linux Foundation and (b) the aggregate goals of the Technical Projects.
b) The Linux Foundation will provide the Governing Board with regular reports of spend levels against the budget. Under no circumstances will The Linux Foundation have any expectation or obligation to undertake an action on behalf of the Directed Fund or otherwise related to the Directed Fund that is not covered in full by funds raised by the Directed Fund.
c) In the event an unbudgeted or otherwise unfunded obligation arises related to the Directed Fund, The Linux Foundation will coordinate with the Governing Board to address gap funding requirements.
- General & Administrative Expenses
a) The Linux Foundation will have custody of and final authority over the usage of any fees, funds and other cash receipts.
b) A General & Administrative (G&A) fee will be applied by The Linux Foundation to funds raised to cover membership records, finance, accounting, and human resources operations. The G&A fee will be 9% of the Directed Fund’s first $1,000,000 of gross receipts each year and 6% of the Directed Fund’s gross receipts each year over $1,000,000.
- General Rules and Operations. The Directed Fund activities must:
a) engage in the work of the project in a professional manner consistent with maintaining a cohesive community, while also maintaining the goodwill and esteem of The Linux Foundation and the Directed Fund in the open source community;
b) respect the rights of all trademark owners, including any branding and usage guidelines;
c) engage or coordinate with The Linux Foundation on all outreach, website and marketing activities regarding the Directed Fund or on behalf of any Technical Project that invoke or associate the name of any Technical Project or The Linux Foundation; and
d) operate under such rules and procedures as may be approved by the Governing Board and confirmed by The Linux Foundation.
- Amendments
a) This Charter may be amended by a two-thirds vote of Platinum, Gold and OIF Individual Representatives of the Governing Board, subject to approval by The Linux Foundation.