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131 changes: 131 additions & 0 deletions CHARTER.md
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# The Inclusive Naming Initiative Fund Charter
The Linux Foundation

Effective July 2, 2021


#### 1. Mission and Scope of the Inclusive Naming Initiative Fund.

1. The purpose of the Inclusive Naming Initiative Fund (the “Directed Fund”) is to promote and facilitate replacing harmful and exclusionary language in information technology, and to raise, budget and spend funds in support of that activity and the Inclusive Naming Initiative a Series of LF Projects, LLC (the “Technical Project”), in accordance with the provisions of this Charter. The governance of the Technical Project is as set forth in the charter for the Technical Project.

1. The Directed Fund operates under the guidance of its Committees (as defined below) and The Linux Foundation (the “LF”) as may be consistent with The Linux Foundation’s tax-exempt status.

1. The Directed Fund will also have a Steering Subcommittee, an Operations Subcommittee and a Sponsors Forum, together with such other working groups, councils, committees and similar bodies (collectively, “Committees”) that may be established by any Committee.


#### 2. Membership.

1. The Directed Fund will be composed of Premier, Champion, Startup 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 participants in the Directed Fund, enjoy the privileges and undertake the obligations described in this Charter, as from time to time amended by the Operations Subcommittee 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 Directed Fund may adopt with notice to members.

1. Premier Members will be entitled to appoint up to three representatives to the Sponsorship Forum; and .

1. Champion Members will be able to appoint up to two representatives to the Sponsorship Forum.

1. Startup and Associate members will each be able to appoint one representative to the Sponsorship Forum.

1. The Associate Member category of membership is limited to Associate Members of The Linux Foundation. The Operations Subcommittee 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.

1. Members will be entitled to:
1. participate in Directed Fund general meetings, initiatives, events and any other activities; and
1. identify themselves as members of the Inclusive Naming Initiative Fund supporting the Inclusive Naming Initiative community.


#### 3. Operations Subcommittee

1. The Operations Subcommittee voting members will consist of:
1. four representatives elected by the Work Stream leads from among the Work Stream leads; and
1. two representatives elected by the members of the Sponsors Forum.

1. Conduct of Meetings
1. Operations Subcommittee meetings will be limited to the representatives on the Operations Subcommittee, invited guests and LF staff.
1. Operations Subcommittee meetings follow the requirements for quorum and voting outlined in this Charter. The Operations Subcommittee may decide whether to allow named representatives (one per Member per Operations Subcommittee and per Committee) to attend as an alternate.
1. The Operations Subcommittee meetings will be private unless decided otherwise by the Operations Subcommittee . The Operations Subcommittee may invite guests to participate in consideration of specific Operations Subcommittee topics (but such guests may not participate in any vote on any matter before the Operations Subcommittee).

1. The Operations Subcommittee will be responsible for:
1. overall management of the Directed Fund, including:
1. approve a budget directing the use of funds raised by the Directed Fund from all sources of revenue; and
1. create a proposed governance structure and charter for long-term operation of the Directed Fund.

#### 4. Sponsors Forum

1. The Sponsors Forum is a discussion group for Members of the Directed Fund, and is empowered to create proposals for submission to the Steering Subcommittee for consideration.

1. Each Member can appoint a representative to the Sponsors Forum, and voting power will be weighted as follows:
1. Premier members = 3 votes
1. Champion members = 2 votes
1. Startup and Associate Members = 1 vote


#### 5. Steering Subcomittee

1. The Steering Subcommittee plans and tracks goals in all of the workstreams of the Directed Fund (each a “Workstream”) and will present quarterly on workstream progress to the Operations Subcommittee and Sponsors Forum.
1. At the inception of the Directed Fund the Workstreams will be those projects and workstreams identified within the Directed Fund’s repository as Workstreams of the Directed Fund. Thereafter the Steering Subcommittee can add a new Workstream or Workstreams by vote.
1. The members of the Steering Subcommittee consist of the leads of each workstream.


#### 6. Voting

1. Quorum for Committee meetings will require at least fifty percent of the voting representatives or, in the case of the Sponsors Forum, the voting power of the representatives in attendance. If advance notice of the meeting has been given per normal means and timing, the Committee may continue to meet even if quorum is not met, but will be prevented from making any decisions at the meeting.
1. Ideally decisions will be made based on consensus. If, however, any decision requires a vote to move forward, the representatives of the Committee will vote on a one vote per voting representative basis with the exception of the Sponsors Forum which will vote in accordance with the voting weights set forth in Section 4.
1. Except as provided in Section 14.a. or elsewhere in this Charter, decisions by vote at a meeting will require a simple majority vote, provided quorum is met. Except as provided in Section 14.a. or elsewhere in this Charter, decisions by electronic vote without a meeting will require a majority of all voting representatives.
1. In the event of a tied vote with respect to an action that cannot be resolved by any Committee, the Chair may refer the matter to the LF for assistance in reaching a decision.

#### 7. Subsidiaries and Related Companies

1. Definitions:
1. “Subsidiaries” 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;
1. “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
1. “Related Companies” are entities that are each a Related Company of a Member.

1. 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.

1. 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 Operations Subcommittee in a specific case.

1. Directed Fund Membership is non-transferable, non-salable and non-assignable, except a Member may transfer its current Membership benefits and obligations to a successor of 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.

#### 8. Good Standing

1. The Linux Foundation’s Good Standing Policy is available at https://www.linuxfoundation.org/good-standing-policy and will apply to Members of this Directed Fund.

#### 9. Trademarks

1. Any trademarks relating to the Directed Fund or the Technical Project, 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 available for use pursuant to LF Projects, LLC’s trademark usage policy, available at www.lfprojects.org/trademarks/.

#### 10. Antitrust Guidelines

1. All Members must abide by The Linux Foundation’s Antitrust Policy available at http://www.linuxfoundation.org/antitrust-policy.

1. All Members must encourage open participation from any organization able to meet the membership requirements, regardless of competitive interests. Put another way, no Committee 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.

#### 11. Budget

1. The Operations Subcommittee 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 goals of the Technical Project.

1. The Linux Foundation will provide the Operations Subcommittee 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.

1. In the event an unbudgeted or otherwise unfunded obligation arises related to the Directed Fund, The Linux Foundation will coordinate with the Operations Subcommittee to address gap funding requirements.

#### 12. General & Administrative Expenses

1. The Linux Foundation will have custody of and final authority over the usage of any fees, funds and other cash receipts.

1. 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.

#### 13. General Rules and Operations

The Directed Fund activities must:

1. 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 in the open source community;

1. respect the rights of all trademark owners, including any branding and usage guidelines;

1. engage or coordinate with The Linux Foundation on all outreach, website and marketing activities regarding the Directed Fund or on behalf of the Technical Project that invoke or associate the name of the Technical Project or The Linux Foundation; and

1. operate under such rules and procedures as may be approved by the Operations Subcommittee and confirmed by The Linux Foundation.

#### 14. Amendments

1. This Charter may be amended by a two-thirds vote of the entire Operations Subcommittee, subject to approval by The Linux Foundation.