If you are interested in suggesting changes to the charter, please share comments below or on the GitHub repository
FOSS United Governing Board Charter [Final Draft]
Preamble
The FOSS United Foundation was established in 2020, after the IndiaOS conference. It was founded with a mission of supporting and promoting the Indian Free & Open Source Software ecosystem. Several existing organizations already pursue similar work, like the Free Software Movement of India and their member organizations, the Free Software Community of India, the Free Software Foundation of India, Swatantra Malayalam Computing, Software Freedom Law Center India. Several organizations pursue similar work but within specific domains, like ITforChange promoting the adoption and use of FOSS in the Education sector. Informal communities have also pursued similar work, for example, the Free Software User Groups/Linux User Groups across the country. The FOSS United Foundation aims to work with the existing communities as much as possible to achieve our collective goals.
In the FOSS ecosystem, the FOSS United Foundation is among the lucky few organizations that can employ individuals full-time to achieve our stated objectives, who in turn work with a large number of volunteers from the community. This is a double-edged sword - full-time staff can build momentum
towards our stated objectives, but the staff can also misinterpret, accidentally or intentionally, the stated objectives, potentially creating a rift between what the Foundation staff are working on and what the Community actually needs. In addition, in a country as diverse as ours, with a community
that is driven by volunteers, one-size-fits-all solutions will not work. Foundation staff attempting to arbitrate decisions in communities across the country can lead to disagreements and discontent.
The FOSS United Foundation has had a successful five years. And to move into the next stage of our growth, the Foundation and its founders strongly believe in the need for Community-led decision-making.
Community-elected Governing Board
The FOSS United Community, with support from the Foundation, will elect representatives from the Community to a Governing Board. The Governing Board, building on their deep expertise in the Indian and Global FOSS ecosystems, will steer the activities at the Foundation, establish guidelines for the Community to follow, and broadly help us achieve our stated objectives.
Please note that the Governing Board differs from the Board of Directors or a Governing Body, as you might see from some of the examples listed above. At the moment, the Governing Board does not have fiscal responsibility, i.e., they are not responsible for evaluating the budget of the Foundation, seeking clarifications regarding budget variations, etc. The Governing Board advises the Foundation in various capacities. We envision that within a few years, the Governing Board will gain financial duties, as the Foundation and the Governing Board figure out how to work together cohesively.
The elected representatives of the FOSS United Governing Board (hereafter referred to as GB), shall be the primary body responsible for guiding and overseeing the activities of the FOSS United Community. The GB is elected to provide support to and strengthen the Community. It shall define and aim to ensure alignment with the goals for the FOSS United Community.
This charter aims to outline all the responsibilities and guidelines for how the GB shall operate. Charter documents created by not-for-profit organizations are usually full of legalese because they’re legally binding documents. In this case, this Charter document isn’t legally binding, but is instead meant to guide the GB and the community. We might evolve to a legally binding Charter document in the future. At the moment, this document is written to ensure that it is accessible to the FOSS United Community, and to the broader Indian FOSS ecosystem.
Mission, Vision, and Values
Governance Structure
The Board shall consist of five members, all of whom shall be elected through an open and fair election process.
GB meetings shall be required to follow quorum to enable a fair voting process for all matters brought forward for the consideration of the Board.
Members of the GB may not be allowed to name or nominate representatives to attend as an alternate.
The GB may invite guests to participate in consideration of specific topics (but such guests may not participate in any voting matters).
Primary activities of the GB shall be, but not limited to:
- vote on all decisions or matters coming before the GB; and
- approve procedures for the nomination and election of any representative of the Community
to the GB and any Officer or other positions created by the GB; and - oversee all FOSS United Foundation and Community activities, and potentially work with the appropriate
legal help on any legal matters that arise; and - adopt and maintain policies or rules and procedures for the various operational policies of
FOSS United - establish Working Groups (WGs), appoint members of the Community to the WGs, and oversee them
Quorum rules
Quorum for GB meetings will require at least 50 percent of the voting representatives.
The GB may continue to meet even if quorum is not met, upon sufficient notice being given in advance, but will be prevented from making any decisions at the meeting.
Consensus, for purposes of GB voting, shall be defined as the lack of sustained objection. If, however, any decision requires a vote to move forward, the GB, as applicable, will vote on a one vote per voting representative basis. All decisions shall be expected to arise from consensus within the GB.
In the event of a tied vote with respect to an action that cannot be resolved by the GB, employee representatives of FOSS United shall be asked to step in and help resolve the situation.
While an attendance policy does not exist for GB meetings, the attendance for GB meetings will be recorded and shared publicly via the meeting notes. Summary information about GB member attendance might be published at periodic intervals, e.g., yearly or half-yearly.
Governing Board Composition:
- The GB will be composed of 5 members.
- Each member will be elected to a two-year term.
- There will be an annual election to determine the composition of the GB for the following year.
At least two seats will be up for election every year. - Employees from the same company or related companies* should not hold more than 1 GB seat.
Additional clauses:
- During any GB election, if the GB membership would exceed this limit even after the natural cycle of GB seat term expirations, enough GB members must resign for it to be possible for the election to yield a diverse enough GB.
- If a round of GB election cannot produce a diverse enough GB, the limit will not apply until the next election cycle.
- When a change in employment of a GB member causes their GB membership to exceed this limit, that GB member will be required to resign their GB membership.
- GB members can serve a maximum of two consecutive terms.
Amendments
The process for amending or modifying the Governing Board charter begins with the submission of an Amendment Proposal. Any community member is welcome to propose changes, which must be submitted in writing via an email to the GB. Each proposal should clearly outline the specific changes and provide a rationale for why these changes are necessary.
Once a proposal is received, the “Amendments Committee”, comprising FOSS United Foundation Staff and the GB will make it public and review it within 30 days. During this period, the committee may seek additional input from the Community to ensure a thorough evaluation. Following the review, the proposed amendments will be published on the Community’s official communication channels, inviting feedback. A 30-day feedback period will be provided, allowing community members to express their support, concerns, or suggestions.
After the feedback period concludes, the Amendments Committee will convene to discuss the proposal and the community’s input. For any amendment or modification to be approved, it must receive a two-thirds majority vote from the GB.
Once approved, the amendments will be documented and incorporated into the charter. The updated charter will then be published publicly and communicated to all members.
In cases where immediate changes are necessary for the safety, security, or legal compliance of the project, the GB has the authority to enact temporary amendments. These emergency amendments will be subject to the standard review and approval process within 60 days to ensure they are properly vetted and ratified.
Two planned reviews of the Charter will take place every year - once three months before an election, based on the experience of the sitting GB members, and once three months after an election, based on the experience of the new/incoming GB members.
Code of Conduct
The GB members shall adhere to the FOSS United Code of Conduct.
In addition to the above Code of Conduct, the GB members are expected to conduct themselves as public representatives of the FOSS United Community and the Foundation.
- GB members can, and should, passionately advocate for specific causes that are near and dear to their heart, but they should be careful not to cross the line from passionate advocacy to overt favoritism towards individuals, projects, companies, or communities
- Passions run high at times in the FOSS ecosystem, but the GB members are expected to maintain their cool in such instances and prioritize de-escalation. Accidentally, or intentionally, fanning the fire reflects poorly on the GB, the Foundation, and the Community
- As the de facto Code of Conduct Working Group, the GB members are not only expected to communicate and enforce It during their interactions with the Community, but also to stay abreast of developments in the broader FOSS ecosystem and recommend appropriate changes to our Code of Conduct
Violating the Code of Conduct
- If a GB member is found to violate our Code of Conduct, the GB, in consultation with the Foundation and the Community, can request the GB member to step down
- If a GB member is found to be in gross and intentional violation of our Code of Conduct, the GB, in consultation with the Foundation and the Community, can remove them from the GB
Working Groups
The GB will establish Working Groups (WGs) to empower Staff and Community volunteers to achieve the stated objectives of the Foundation. To support and promote the Indian Free and Open Source Software ecosystem is no small feat, and we need to enable groups of people to come together under
a few common objectives.
- WGs can be recommended by the members of the Community or by the GB members
- The interested people need to put together a charter document, similar to the GB charter, outling the stated objectives of the WG
- GB members can work with the interested people to draft and sponsor the WG charter
- Once ready, WG charter documents should be made public for comments before they can be discussed and voted upon by the GB
- If accepted, the GB can elect the proposers of the Charter as the initial members of the WG, and empower them to bring in additional members into the WG as they deem fit. The GB can also recommend people to the WG, based on their understanding of the charter and their experience in the Indian FOSS ecosystem
- WGs are expected to share updates with the Community, which will be periodically reviewed by the GB
- GB members will periodically evaluate the WG Charters, specifically the stated mission of the WG and whether it is still fit-for-purpose. The GB can request the WG to refresh the Charter document based on recent changes in the Indian FOSS ecosystem
- GB, in consultation with the Community and the Foundation, can recommend the dissolution of a WG, or replacement of existing WG members
Elections
- Elections will be held every year in the month of March
- An Elections Working Group (WG) will be constituted by the first week of December every year
- The Elections WG will comprise one member of the GB, one member of the Foundation, and one independent member from the FOSS United Community. Preferably, the tenure of the GB member of the Elections WG ends with the upcoming election, and they aren’t contesting in the upcoming election. The independent member from the Community could be one of the candidates who lost the previous election cycle and isn’t contesting in the upcoming election
- The Elections WG will announce the schedule for the upcoming elections by the first week of January every year
- Along with the election schedule, the Elections WG will also determine the structure of the nomination form, i.e., the personal/professional information that a nominee needs to provide, and the questions that the nominee will need to fill in
- The Elections WG will solicit nominations from FOSS United and the broader Indian FOSS Community. The Election WG can reach out to individuals and request that they consider running for election. The Election WG will reach out to the Indian FOSS community and the FOSS United Community by working with the Foundation staff and Community volunteers, e.g., newsletter, social media posts, etc
- The Election WG will delist incomplete nomination forms and announce the final list of nominees to the Community
- The Election WG will freeze the voter rolls when the final list of nominees is announced
- A two-week+ voting period will be adopted, similar to the Open Street Map Foundation and the Python Software Foundation. The voting period will open on a Saturday at 00:00 hours and it will end on a Sunday at 23:59 hours
- Thanks to online voting, the Election WG will announce the results of the election within one day. Ballots will be shared electronically in a public forum, without any personally identifiable information. Please see Appendix to understand the method by which votes will be counted
- The Election WG will solicit feedback about the election cycle for a period of one month after the election. After consolidating the feedback and providing it to the Community, the WG will disband
Appendix
History
Please see the evolution of the Governing Board exercise on the FOSS United Forum post - Electing a FOSS United Governing board forum topic.
How are votes counted
The FOSS United Community is expected to rank the nominees from 1 to 5 in their ballot. The Single Transferrable Vote (STV) method will then be used to count the votes to determine the makeup of the Governing Board. Specifically, the Scottish STV or Meek STV methods will be used to count the votes. Please note that the Open Street Map Foundation uses the Scottish STV method
to count the votes for their elections.
Please find explainers about STV in this video by CGP Grey and in this video by the Washington Post.
Please find public feedback after the 2025 election on
this forum post.