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Thursday, 21 January 2016 14:40

Linux Foundation shows it backs corporates, not community Featured

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The Linux Foundation has given its clearest indication yet that it caters to corporates rather than the community, by making it impossible for community representatives to be elected to its board.

The change appears to have been driven by the September announcement by Karen Sandler, executive director of the Software Freedom Conservancy, an organisation that aids in enforcement of the GNU General Public Licence, that she would be throwing her hat into the ring for a seat on the board.

Sandler's organisation is providing financial and other assistance for a GPL enforcement suit against VMWare which is a silver member of the Foundation. The suit has been brought by kernel developer Christoph Hellwig who sued in Hamburg, claiming that VMWare had violated the General Public Licence under which the kernel is distributed.

Linux Foundation chief executive Jim Zemlin (seen above) has been contacted for comment.

The Foundation's quiet removal of provision for community members to be represented was noticed by free software developer Matthew Garrett who wrote about it on his personal blog.

The Foundation has platinum, gold and silver members, with each paying a fee that is progressively lower; the platinum class membership costs US$500,000 per annum, the gold US$100,000 and silver between US$5000 and US$20,000, depending on the size of the firm. Platinum members elect 10 representatives to the board, gold members three and the silver members one.

Until recently, individual members could also elect two members to the board. But the bylaws were altered on January 15 and now do not allow individual members to be involved in electing any board members. The category of individual member has now been changed to individual supporter.

Two sections of the bylaws have been changed in order to keep individual board representatives out.

Section 3.3a originally read as under:

(a) Affiliates. The Board of Directors may establish one or more classes of individuals or entities associated with this corporation. Such individuals or entities shall be referred to as "Advisors", "Affiliates", "Associates", "Contributors", or any other title as the Board of Directors deems appropriate (collectively, the "Affiliates"). Notwithstanding the foregoing, no class or classes of Affiliates shall have the right or be entitled to vote (i) in the election of any directors, provided that this limitation on voting shall not prevent one or more Affiliate classes from recommending or appointing one or more At-Large Directors as provided in Section 5.3(d) hereof, (ii) on a sale, lease, exchange, or other disposition of all or substantially all of the assets of this corporation, (iii) on a merger of this corporation, (iv) on a dissolution or reorganization of this corporation, (v) on amendments to this corporation’s Articles of Incorporation (the "Articles") or Bylaws, or (vi) on any other action otherwise requiring the vote of members. Further, Affiliates shall not be or have any of the rights and privileges of voting members as contemplated by Section 65.227 of the Act.* * References in these Bylaws to the "Act" are to the Oregon Nonprofit Corporation Act.

It now reads:

(a) Affiliates. The Board of Directors may establish one or more classes of individuals or entities associated with this corporation. Such individuals or entities shall be referred to as "Advisors", "Affiliates", "Associates", "Contributors", or any other title as the Board of Directors deems appropriate (collectively, the "Affiliates"). Notwithstanding the foregoing, no class or classes of Affiliates shall have the right or be entitled to vote (i) in the election of any directors, (ii) on a sale, lease, exchange, or other disposition of all or substantially all of the assets of this corporation, (iii) on a merger of this corporation, (iv) on a dissolution or reorganization of this corporation, (v) on amendments to this corporation’s Articles of Incorporation (the "Articles") or Bylaws, or (vi) on any other action otherwise requiring the vote of members. Further, Affiliates shall not be or have any of the rights and privileges of voting members as contemplated by Section 65.227 of the Act.* * References in these Bylaws to the "Act" are to the Oregon Nonprofit Corporation Act.

And while section 5.3 (d) originally read as under:

(d) At-Large Directors. The Board of Directors may appoint or have elected up to five (5) directors known as the "At-Large Directors" or the "Directors At-Large". The At-Large Directors shall have full and complete voting rights and privileges as directors. For so long as the Technical Advisory Board ("TAB") remains affiliated with the corporation, the Board shall appoint, with the advice of the TAB, a single representative of the TAB to one of the At-Large Director seats, and such representative shall be known as the TAB At-Large Director. For so long as the corporation has a class of Individual Affiliates, such class of Individual Affiliates will have the right to appoint two (2) At-Large Directors pursuant to procedures and criteria to be determined by resolutions of the Board. All other procedures and criteria pursuant to which the At-Large Directors are elected or appointed will be established by resolutions of the Board.

it now reads:

(d) At-Large Directors. The Board of Directors may appoint or have elected up to five (5) directors known as the "At-Large Directors" or the "Directors At-Large". The At-Large Directors shall have full and complete voting rights and privileges as directors. For so long as the Technical Advisory Board ("TAB") remains affiliated with the corporation, the Board shall appoint, with the advice of the TAB, a single representative of the TAB to one of the At-Large Director seats, and such representative shall be known as the TAB At-Large Director. All other procedures and criteria pursuant to which the At-Large Directors are elected or appointed will be established by resolutions of the Board.

The Conservancy recently issued an appeal for funds due to a drop in corporate donations, noting that the decrease had become noticeable after the SFC launched the case against VMWare.

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Sam Varghese

Sam Varghese has been writing for iTWire since 2006, a year after the site came into existence. For nearly a decade thereafter, he wrote mostly about free and open source software, based on his own use of this genre of software. Since May 2016, he has been writing across many areas of technology. He has been a journalist for nearly 40 years in India (Indian Express and Deccan Herald), the UAE (Khaleej Times) and Australia (Daily Commercial News (now defunct) and The Age). His personal blog is titled Irregular Expression.

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