The Linux Foundation has amended its bylaws to prevent individual members of the nonprofit collectively from electing two members to the 16-member board. As a result, individual members can no longer stand for election.
The amendment to the articles of association concerns the part stating that individual members can elect board members, or Article 5 d. The article stated that as long as the class of ‘individual affiliates’ exists, the class has the right to elect two board members. The entire sentence has been removed from Article 5d and the reference to who are the classes that may vote has been removed from Article 3.3a.
The changes came into effect shortly after Karen Sandler, executive director of the Software Freedom Conservancy and former director of the Gnome Foundation, announced her desire to join the Linux Foundation board in September 2015. She had recently joined the organization as an individual member and then presented herself as a candidate for the Linux Foundation board. Presumably shortly after she became a member, individual membership was renamed “individual supporter” and the ability to be nominated for and participate in board elections was removed from the bylaws. A few days ago, Sandler was surprised on her blog that the link to the page explaining the Individual Affiliate Board Election Process no longer worked. At that time she does not seem to be aware of the amendment to the articles of association that seems to be hindering her. At the moment, the same link points to a page that explains what an Individual Supporter can and cannot do.
Old and new statutes, see at 5d and deleted page how to become eligible as an individual member
The discrepancy in the statutes was made public by Matthew Garrett on his blog. Garrett is a member of the Free Software Foundation, among others. He writes that the Linux Foundation has never been a huge fan of the copyleft license GPL that Sandler’s organization stands for. Sandlers Software Freedom Conservancy, for example, has a case against VMware, one of the Silver members of the Linux Foundation, to convince the company to handle the GPL terms correctly.
Garrett therefore wonders on his blog whether the timing of the amendment to the articles of association is not very coincidental. He also wonders whether ignoring the representation of regular members, now ‘individual supporters’, might put the Linux Foundation in a bad light.
The Linux Foundation board is elected by its members. Ten of the board members are elected by Platinum members. Three by Gold members and one by Silver members. Until recently, individual members could therefore choose two board members, something that no longer seems to be possible. Platinum members pay $500,000 per year for a membership, Gold 100,000 and Silver between $5,000 and $20,000.
The Linux Foundation and the developers of the Linux Kernel, such as Linus Torvalds, are separate. The Linux Foundation does support the work of the kernel developers. Among other things, the organization is committed to protecting the infrastructure around Linux and helping companies develop open source strategies.