About
Free software is a matter of liberty, not price
Read this page in Spanish or in Italian.
As our society grows more dependent on computers, the software we run is of critical importance to securing the future of a free society. Free software is about having control over the technology we use in our homes, schools and businesses, where computers work for our individual and communal benefit, not for proprietary software companies or governments who might seek to restrict and monitor us. The Free Software Foundation exclusively uses free software to perform its work.
The Free Software Foundation is working to secure freedom for computer users by promoting the development and use of free (as in freedom) software and documentation—particularly the GNU operating system—and by campaigning against threats to computer user freedom like Digital Restrictions Management (DRM) and software patents.
The free software movement is one of the most successful social movements to arise from computing culture, driven by a worldwide community of ethical programmers dedicated to the cause of freedom and sharing. But the ultimate success of the free software movement depends upon teaching our friends, neighbors and work colleagues about the danger of not having software freedom, about the danger of a society losing control over its computing.
Our Core Work
The FSF maintains preeminent articles covering free software philosophy and maintains the Free Software Definition—to show clearly what must be true about a particular software program for it to be considered free software.
The FSF sponsors the GNU Project—the ongoing effort to provide a complete operating system licensed as free software. We also fund and promote important free software development and provide development systems for GNU software maintainers, including full email and shell services and mailing lists. We are committed to furthering the development of the GNU Operating System and enabling volunteers to easily contribute to that work, including sponsoring Savannah the source code repository and center for free software development.
The FSF holds copyright on a large proportion of the GNU operating system, and other free software. We hold these assets to defend free software from efforts to turn free software proprietary. Every year we collect thousands of copyright assignments from individual software developers and corporations working on free software. We register these copyrights with the US copyright office and enforce the license under which we distribute free software — typically the GNU General Public License. We do this to ensure that free software distributors respect their obligations to pass on the freedom to all users, to share, study and modify the code. We do this work through our Free Software Licensing and Compliance Lab.
The FSF publishes the GNU General Public License (GNU GPL), the world's most popular free software license, and the only license written with the express purpose of promoting and preserving software freedom. Other important licenses we publish include the GNU Lesser General Public License (GNU LGPL), the GNU Affero General Public License (GNU AGPL) and the GNU Free Document License (GNU FDL). Read more about our free software licensing and related issues.
The FSF campaigns for free software adoption and against proprietary software. Threats to free software include Digital Restrictions Management (DRM), Software Patents and Treacherous Computing. Find out more about our campaigns, and ways to volunteer.
The FSF also provides important resources to the community including the FSF/UNESCO free software directory.
Support Our Mission
The most important support you can give to free software is to use free software on your own computer and advocate within your business or community for others to adopt it. Subscribe to our monthly newsletter the Free Software Supporter to hear about ways you can get involved.
You can directly support our mission by donating or becoming a card carrying associate member of the Free Software Foundation.
Current Projects
- GPLv3.fsf.org
- The GNU General Public License, version 3, has been released, along with the Lesser GNU General Public License, version 3. Other licenses, including GFDL and GSFDL, are still undergoing public comment and revision.
- GNU
- FSF remains the primary sponsor of the GNU Project. In addition to the services provided by Savannah for GNU projects, FSF provides development systems for GNU software maintainers, including full email and shell services. We are committed to furthering the development of the GNU Operating System and enabling volunteers to easily contribute to that work.
- GPL Compliance Lab
- The GPL Compliance Lab has been an informal activity of FSF since 1992 and was formalized in December 2001. The Compliance Lab is our department that handles the investigation of reported GPL (and LGPL) violations and subsequent license enforcement when violations are confirmed. The Lab also assists other copyright holders (besides FSF itself) when they wish to enforce the GPL. Finally, the Lab provides general "knowledge infrastructure" concerning the GNU GPL and Free Software licensing; we answer many licensing questions from the public and from lawyers working in the field each day.
- Free Software Directory
- The Free Software Directory was started in September 1999 to catalog all useful free software that runs under free operating systems. The Directory contains over 5,000 entries.
- Campaigns for Free Software
- The FSF campaigns against software patents, Digital Restrictions Management (DRM), Trusted Computing; and campaigns in support of free standards and free software Adoption.
- Savannah
- Savannah provides software development services at no cost to free software developers around the world. Savannah provides a web front-end for hosting and maintaining project homepages, bug tracking, CVS, FTP, and mailing lists. We provide all of these services running entirely on Free Software, without ads, for the entire community.
For more information about any of these projects, please contact [email protected].
History
- 1985
- Richard Stallman creates the Free Software Foundation
- November 2003
- Beginning of the associate membership program
- March 27, 2004
- Second annual associate member meeting is held in Cambridge, MA
- April 12, 2004
- Lawrence Lessig joins the board of directors
- March 1, 2005
- Peter Brown becomes the new executive director
Other FSF Organizations
Peter T. Brown
Richard M. Stallman
Systems
- Greylisting — by Ward Vandewege — last modified Feb 06, 2008 05:44 PM
- Sender Verification — by jag — last modified Feb 11, 2008 04:53 PM
- Fencepost Mail Settings — by Ward Vandewege — last modified Nov 22, 2024 05:31 AM
What is free software and why is it so important for society?
What is free software and why is it so important for society? - Read More…
Meet the staff
- Meet the staff — by Matt Lee — last modified Jul 08, 2014 03:26 PM
- Meet the founder, staff, and board of directors of the Free Software Foundation.
- Max Shinn — by Matt Lee — last modified Jul 02, 2009 11:04 AM
- Niko Kern — by Matt Lee — last modified Jul 27, 2009 06:35 PM
- Cropped from https://hampedia.org/w/images/5/51/Probation.jpg
- Donald Robertson — by Matt Lee — last modified Jan 18, 2011 01:54 PM
- Donald is our copyright administrator, as well as looking after the FSF office and GNU Press. He also works on our online store, in addition to licensing with Brett. Donald is a graduate of New England School of Law and interned for the Hon. William G. Young at the federal district courthouse in Boston.
- Staff and Board — by libby — last modified Jan 02, 2014 05:53 PM
- Meet the founder, staff and board of directors of the Free Software Foundation.
Peter T. Brown
Interns
- 2009 — by Matt Lee — last modified Jul 15, 2016 10:09 PM
- How to intern at the FSF — by Matt Lee — last modified Sep 08, 2009 04:11 PM
- 2010 — by Matt Lee — last modified Sep 18, 2019 03:20 PM
- FSF internships — by Free Software Foundation — last modified Jan 04, 2017 10:20 AM
- This is an opportunity to work for the organization that sponsors the GNU project, publishes the GNU General Public License (GPL), and fights for software freedom.
- 2011 — by Matt Lee — last modified Sep 18, 2019 03:20 PM
- 2012 — by libby — last modified Nov 08, 2012 05:00 PM
- Yi Ning Chen — by libby — last modified Nov 08, 2012 05:09 PM
- Yi Ning Chen is one of the FSF's sysadmin interns during winter 2012.
- 2013 — by Zak Rogoff — last modified Apr 24, 2013 07:25 PM
- 2014 — by Joshua Gay — last modified Aug 18, 2014 05:39 PM
- 2014 interns
- 2015 — by Free Software Foundation — last modified Aug 27, 2015 02:59 PM
- 2016 — by Free Software Foundation — last modified Sep 18, 2019 03:20 PM
- 2017 — by Dana Morgenstein — last modified Sep 19, 2019 11:51 AM
- 2018 — by Dana Morgenstein — last modified Sep 19, 2019 11:49 AM
- 2019 — by Dana Morgenstein — last modified Sep 18, 2019 03:20 PM
FSF Financial Information
Socially responsible investment policy
The Free Software Foundation has a responsible investment policy which supports our mission. We do not purchase stock shares in companies who produce proprietary software, nor do we purchase funds that contain such shares. We follow a conservative investment approach designed to maintain our reserves through economic instability and ensure the Foundation's long-term future.
Financial statements
All downloads are provided in PDF format. Please download a PDF reader that is free software.
- 2022 filing information
- 2022 Audited Financial Statements
- 2021 filing information
- 2021 Audited Financial Statements
- 2020 filing information
- 2020 Audited Financial Statements
- 2019 filing information
- 2019 Audited Financial Statements
- 2018 filing information
- 2018 Audited Financial Statements
- 2017 filing information
- 2017 Audited Financial Statements
- 2016 filing information
- 2016 Audited Financial Statements
- 2015 filing information
- 2015 Audited Financial Statements
- 2014 filing information
- 2014 Audited Financial Statements
- 2013 filing information
- 2013 Audited Financial Statements
- 2012 filing information
- 2012 Audited Financial Statements
- 2011 filing information
- 2011 Audited Financial Statements
- 2010 filing information
- 2010 Audited Financial Statements
- 2009 filing information
- 2008 filing information
- 2007 filing information
- 2006 filing information
- 2005 filing information
- 2004 filing information
- 2003 filing information
- 2002 filing information
- Our articles of incorporation
- Our bylaws
- 2005 FSF Relationship Framework (currently under discussion)
View our Annual Reports here.
See also: Free Software Foundation leadership.
Contact the Free Software Foundation
- Contact us by email — by Free Software Foundation — last modified Sep 23, 2024 09:51 AM
- Extensions — by Free Software Foundation — last modified Jan 21, 2025 11:53 AM
- Need to reach someone specific at the Free Software Foundation? Please call (617) 542-5942 and dial one of the extensions below.
- Mailing address and telephone/fax numbers — by Matt Lee — last modified Jan 08, 2025 10:18 AM
- How to contact the Free Software Foundation:
- Virtually tour our previous office at 51 Franklin Street — by Matt Lee — last modified Aug 23, 2024 12:36 PM
- This is a tour of the FSF office from December 2010, for people who can't make it out here to visit us.
Emeritus
- Peter Brown — 2001 - 2011 — Accountant, Manager, Controller, Executive Director
- Bernie Innocenti — 2010 - 2011 — Senior Systems Administrator
- Martin Dluhos — 2011 — Systems Administrator
- Brett Smith — 2006 - 2012 — Licensing and Compliance Engineer (GPL Ninja)
Meet the Staff and Board of Directors
Copyright Infringement Notification
This page details information on copyright infringement notices for websites ("sites") maintained by the Free Software Foundation including: fsf.org, gnu.org, ftp.gnu.org, audio-video.gnu.org, libreplanet.org, defectivebydesign.org, playfreedom.org, directory.fsf.org, savannah.gnu.org, and savannah.nongnu.org (collectively "FSF's sites"). If you believe there is a work or multiple works on one of the FSF's sites that violates copyright law, let us know. Specifically, send us an email or letter that includes substantially the following:
- A physical or electronic signature of a person authorized to act on behalf of the holder of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
- Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The notice should be sent to our designated agent, Craig Topham, via email ([email protected]) or fax (617-542-2652 x56).
We may display a copy of your DMCA notice in place of the removed work.
Note: Under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages. One company that sent an infringement notification seeking removal of online materials that were protected by the fair use doctrine was ordered to pay such costs and attorneys fees under this provision. See Online Policy Group v. Diebold, http://www.eff.org/cases/online-policy-group-v-diebold for more information. In addition, “in order for a copyright owner to proceed under the DMCA with “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law,” the owner must evaluate whether the material makes fair use of the copyright.” Lenz v. Universal, 572 F. Supp. 2d 1150, 1155 (2008).
The Free Software Foundation reserves the right to review the allegedly infringing material and independently determine whether it is infringing.
Please also note that the information provided in this legal notice will be forwarded to the person who provided the allegedly infringing work. A copy of this legal notice may also be sent (with your personal information removed) to a third-party that may publish and/or annotate it for noncommercial research and educational purposes.
Counter-Notification: What You Can Do If Your Work Was Removed
If you believe material you posted to one of the FSF’s sites was not infringing, you can submit a counter-notice. If you need assistance in determining whether the material was not infringing, please contact the Electronic Frontier Foundation (via email at [email protected]), who may be able to help you find an independent attorney to evaluate your situation.
A counter-notification must include the following:
- Identification of the specific URLs of material that FSF has removed or to which FSF has disabled access.
- Your full name, address, telephone number, and email address.
- The statement: "I consent to the jurisdiction of the Federal District Court for the district in which my address is located, or if my address is outside of the United States, the judicial district in which FSF is located, and will accept service of process from the claimant." FSF is located in the District of Massachusetts.
- The statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
- A scanned physical signature or an electronic signature.
Please send your counter-notice to Craig Topham, via email ([email protected]) or fax (617-542-2652 x56).
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. If you are concerned about protecting your anonymity, please consult with an attorney about other options.
After we send out the counter-notification, the claimant must then notify us within 10 business days that the claimant has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on one of FSF’s site. If we receive such notification we will be unable to restore the material. If we do not receive such notification, generally we will reinstate the material.
Please also be advised that we may terminate the accounts of repeat infringers.
Updated August 25th, 2016
Copyright © 2012 Free Software Foundation, Inc.
Copyright © 2012 Electronic Frontier Foundation
Copyright Infringement Notification by Free Software Foundation is licensed under a Creative Commons Attribution 3.0 United States License and is based on a work at https://www.eff.org/copyright.
staff and board
Ways to donate to the FSF
- By becoming an FSF associate member. When you donate to the FSF as an associate member, you support the essential freedoms for all computer users, with a sustaining contribution. FSF associate members receive exciting gifts and incentives.
- In cash. You can support us via a cash donation at our office or at any conference or event at which we have a booth or a staff member present or speaking.
- Online, using a credit or debit card. Prepaid should work too.
- Via PayPal. Using PayPal requires running nonfree JavaScript, which we do not recommend doing. If you have an FSF account, you can donate via PayPal at my.fsf.org; otherwise, our address is [email protected].
- By check. You can mail us a donation (the FSF can accept Canadian checks; please ask your bank to add a corresponding US bank on the check so that we don't get charged fees for depositing it). If it is a directed donation (e.g. for a sponsored project like Replicant), please write that on the memo line of the check.
- By gifting a membership to a loved one. You can gift a membership here!
- By wire transfer in both dollars (and all currencies converted to dollars) and euros. Please contact us at [email protected] for the account information, and tell us if it is a directed donation (e.g. for a sponsored project like Replicant).
- Through the United Way.
- By donating stock. To donate stock, please provide your broker with our name, address, phone number (most current information), and tax ID number (042-888-848). Should you need additional information, please write us at [email protected].
- By adding the FSF to your estate plan. To arrange a bequest of assets to the FSF, please provide your attorney with our name, address, phone number (most current information), and tax ID number (042-888-848). Should you need additional information, please write us at [email protected].
- Via Bitcoin, the peer-to-peer virtual currency. The FSF's Bitcoin address is "1PC9aZC4hNX2rmmrt7uHTfYAS3hRbph4UN". Note that since we are using a single address for receiving all contributions, we are not providing full anonymity.
- Via Litecoin, the peer-to-peer virtual currency. The FSF's Litecoin address is "LPttYC3GoXNrBqGfLT7tTbNHm8SiUpBwYz". Note that since we are using a single address for receiving all contributions, we are not providing full anonymity.
- Via the Combined Federal Campaign. If you are a US federal government employee (civilian, postal, military), you can designate the Free Software Foundation as a beneficiary charity. To make a pledge, search for the FSF's CFC identification code 63210 at https://cfcgiving.opm.gov/offerings.
- If you don't do it already, please investigate matching gift opportunities at your employer. The FSF is normally eligible, and it's a great way to double your donation. If needed for the transaction, our tax ID is 042-888-848.
Additionally, there are a number of other ways you can benefit the FSF financially:
- By donating your frequent-flyer miles to the FSF. To do so, please e-mail us at [email protected] to let us know how many miles you would like to donate, and for which airline. (Please note that these donations are not tax-deductible in the US.)
- By encouraging your employer to become an FSF corporate patron.
- By listing any relevant job openings on the Free Software Jobs page.
- By donating your car to the FSF.
- Leanpub allows authors publishing on Leanpub to give a part of their royalty-income to the FSF.
- By selling your item via eBay Giving Works. You can list your item on eBay and donate the percentage of your eBay auction to support the FSF.
- By donating your credit-card rewards to the FSF. If your credit-card company has a rewards program, it will provide you with a way to do this.
Please note: Some of the ways require running nonfree JavaScript. We have tested and, when necessary, flagged some, but not all, of the donation methods listed above. If you shun nonfree JavaScript code, please don't make an exception to donate to us in a way that requires you to run it; please use one of the donation methods that work without the need to run nonfree software.
The Free Software Foundation acknowledges its supporters and contributors online. When you donate $500 or more to the FSF, you can be listed on our Thank GNUs web page. Please read our Privacy Policy.
Donate to the FSF via the United Way
Just how do to this depends on where you live, because the United Way is not a single nationwide corporation but a loose alliance of separate local organizations with distinct bylaws and methods. Some United Way chapters list the FSF as an affiliated charitable organization, which is a pre-approved recipient of donations. Some will approve any 501(c)3 organization, which includes the FSF. Some have a narrow, explicit focus, but may be willing to consider including the FSF, if you ask. Some chapters use a form that prompts for an unlisted "other" recipient and others require more initiative from you.
Free Software Foundation Privacy Policy
- Free Software Foundation Privacy Policy — by Free Software Foundation — last modified Aug 23, 2024 01:53 PM
- Your trust is important to the Free Software Foundation (FSF), and we take privacy and security very seriously. If you have any questions or concerns about our privacy policy or our use of data, please get in touch with us at [email protected], +1-617-542-5942, or by our mailing address: Free Software Foundation, 31 Milk Street, # 960789, Boston, MA 02196, USA.
- [OUTDATED] Free Software Foundation Privacy Policy — by Free Software Foundation — last modified May 24, 2018 07:53 PM
- Your trust is important to us, and we take privacy and security very seriously. We will never share your information with parties outside the FSF, unless we have explicitly made you aware that we will before you give it to us. If you have any questions or concerns about our privacy policy or our use of data, please get in touch with us at [email protected] or +1-617-542-5942.
- Privacy Policy Changelog — by Free Software Foundation — last modified May 24, 2018 07:53 PM
FSF Relationship Framework
Written by Lisa M. Goldstein and Richard M. Stallman in September 2005.
A Relationship Framework for FSFs
This a draft framework for the relationship between the FSF sister organizations in various parts of the world. It says which activities are to be carried out which FSFs, either individually or working together.
FSF-NA refers to the original Free Software Foundation with headquarters in Boston. A "major FSF" refers to an FSF that covers a region which is a whole continent or contains a large fraction of the population of the continent it is in. The hope is that the number of major FSFs will be limited.
The following activities will be carried out initially by the FSF-NA after consultation with the other FSFs. We intend, in the future, after we have gained experience working together, to develop a system wherein these decisions are approved jointly by a specific list of several major FSFs.
Set policy regarding free software licenses, including the criteria for free software, the development of licenses, and the criteria for choosing the license to use for a program.
Define official positions on major new circumstances, such as new technologies, new legal issues, etc, which globally impact the Free Software movement or our licenses, and publish position papers to state these positions.
Make major changes in the management of the GNU Project.
Approve translations of licenses into languages other than English. (Translation of licenses requires special care and we will have to approach this cautiously.)
Decide whether an organization qualifies as an FSF.
The following activities will be carried out by one particular FSF initially, and may be extended to individual other major FSFs if need arises:
FSF-NA: Certify as a service to businesses that products comply with the GPL.
FSF-NA: Be the official copyright holder on GNU software and manuals (when the developers do not keep the copyright).
FSF-NA: Hold the primary copies of the copyright assignments themselves.
FSF-Europe: Manage and operate the GNU Business Network.
The following activities are to be carried out by every FSF:
Encourage the development of globally-useful free software packages.
Develop new free software and manuals, and adapt existing free software and manuals, to meet its region's special cultural and linguistic needs.
Following the overall policy set as in A, create and issue official positions for local events and new local laws that may have impact on the Free Software movement or its licenses.
Translate FSF position papers into local languages.
Advocate FSF official positions developed in A to national and local governments.
5a. Study possible local threats to software freedom and possible countermeasures.
Recruit more volunteers for the GNU Project and other free software projects.
Raise funds to spend on free software development and other free software activities.
Sell copies of free (as in freedom) software, free manuals, and other products to raise funds to pay for local staff and local events. FSFs will resell their products to each other at cost for redistribution in other countries by sister groups.
Develop media relations to create awareness of the FSF and Free Software positions and events.
Advise free software developers on licensing matters and technical questions.
Enforce and defend the GPL and its sister licenses internationally for software that it holds copyright on.
Assist, in its region, efforts by other FSFs to enforce and defend the GPL and its sister licenses for the software they hold the copyright on.
When asked to, hold duplicate copies of copyright assignments and other legal papers for other FSFs.
Maintain a speaker's bureau.
Develop free (as in freedom) class materials for training and education in use of GNU and other free software.
Raise awareness of the unethical and antisocial nature of non-free software.
Assist other organizations in upholding the GPL and other activities that benefit the free software cause.
Encourage general cooperation with the GNU Project.
Send information about its main projects to the other FSFs.
19a. Keep its board of directors in contact with the boards of other FSFs, and keep its executives in contact with the executives of other FSFs.
Cooperate generally with all other FSFs.
These things will never be done by any FSF:
Distribute or develop non-free software or non-free software documentation.
Promote or encourage the use of any non-free program or non-free software documentation.
Formally ally itself with an organization or person that develops or distributes non-free software or non-free software documentation.
The role of the FSF's board of directors
The FSF board believes it is its responsibility -- to free software community members, donors, movement organizations, and the general public -- to be a model of good governance.
Good governance starts with the board of directors, which oversees the organization and is ultimately responsible for its success. The board's role (and legal obligation) is to oversee the management of the organization and ensure that the organization fulfills its mission.
The board enables good management by overseeing the President and executive director, who in turn manages staff. The board's oversight role includes decision-making, monitoring and leadership.
In its decision-making capacity, the board:
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determines the mission and purposes of the FSF;
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drives the FSF's long-term strategy and goals;
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formulates and regularly reviews significant corporate policies;
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selects and evaluates the President, executive director and other officers, including determining compensation based on relevant data for the paid positions; and
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creates and maintains effective succession plans for the FSF's leadership positions.
In its monitoring capacity, the board:
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evaluates how well the FSF is fulfilling its mission, values, goals, and vision, including evaluating relevant risks;
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monitors the FSF's financial performance and use of assets, including approving the annual budget;
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conducts regular reviews of the FSF's internal controls and financial reporting;
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oversees compliance with legal obligations and organizational policies, such as those against conflicts of interest; and
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discusses its own performance as the leading governing body.
In its leadership capacity, the board:
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maintains the legal and ethical integrity of the organization;
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enhances and protects the FSF's public image;
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advises and provides guidance to the President, executive director, and other officers, drawing on relevant board member expertise;
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participates in fundraising to develop resources for a robust and strong organization;
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recruits and orients new board members; and
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works with the President and executive director to help communicate the FSF's direction and activities to the public.
FSF board members are not compensated for their board service, and are not permitted to receive any personal financial benefit from FSF funds or other assets. Board members may be reimbursed for reasonable and appropriate expenses incurred in connection with their board service.
While our primary mission is freedom for software users, the FSF board unanimously condemns misogyny, racism, and other bigotry as well as defamation, intimidation, and unfair attacks on free thought and speech.
For further information, see the FSF's bylaws, our Board member Agreement, and the Board of Directors Code of Ethics.
FSF by-laws
BY-LAWS OF FREE SOFTWARE FOUNDATION, INC. (last updated 2023-01-24)
ARTICLE I
NAME, PURPOSES, LOCATION, CORPORATE SEAL, AND FISCAL YEAR
Section 1 - Name and Purposes. The name and purposes of the corporation shall be as set forth in the articles of organization.
Section 2 – Location. The principal office of the corporation in the Commonwealth of Massachusetts shall initially be located at the place set forth in the articles of organization of the corporation. The directors may change the location of the principal office in the Commonwealth of Massachusetts effective upon filing a certificate with the Secretary of the Commonwealth.
Section 3 - Corporate Seal. The directors may adopt and alter the seal of the corporation.
Section 4 - Fiscal Year. The Fiscal Year of the corporation shall, unless otherwise decided by the directors, end on September 30th in each year.
ARTICLE II
VOTING MEMBERS
Section 1 - Number, Election and Qualification. The present members of the corporation shall constitute the voting members. Thereafter the voting members annually at their annual meeting shall fix the number of voting members and shall elect the number of voting members so fixed. At any special or regular meeting, the voting members then in office may increase the number of voting members and elect new voting members to complete the number so fixed; or they may decrease the number of voting members, but only to eliminate vacancies caused by the death, resignation, removal or disqualification of one or more voting members. Unless the voting members otherwise designate, there shall be no qualifications for voting members. No such designation shall disqualify a voting member in office when the designation is made. Each director shall automatically be a voting member of the corporation.
Section 2 - Tenure. Each voting member shall hold office until the next annual meeting of voting members and until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified.
Section 3 - Powers and Rights. In addition to the right to elect directors as provided in Article V, Section 1 (Board of Directors – Number and Election) and such other powers and rights as may be vested in them by law, the Articles of Organization or these by-laws, the voting members shall have such other powers and rights as the directors may designate.
Section 4 - Suspension or Removal. A voting member may be suspended or removed with or without cause by vote of a majority of voting members then in office. A voting member may be removed for cause only after reasonable notice and opportunity to be heard.
Section 5 - Resignation. A voting member may resign by delivering his or her written resignation to the president, treasurer, or clerk of the corporation, to a meeting of the voting members or directors or to the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
Section 6 - Vacancies. Any vacancy in the voting membership, except a vacancy resulting from enlargement (which must be filled in accordance with Article II, Section 1 (Voting Members – Number) may be filled by the voting members. Each successor shall hold office for the unexpired term or until he or she sooner dies, resigns, is removed or becomes disqualified. The voting members shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
Section 7 - Annual Meeting. The annual meeting of the voting members shall be held on the second Sunday of April unless the Board resolves to move it to a different day. The annual meeting may be held at the principal office of the corporation or at such other place as the president, voting members or directors shall determine. No change in the date fixed in these By-laws for the annual meeting shall be made within sixty (60) days before the date stated herein. Notice of any change of the date fixed in these by-laws for the annual meeting shall be given to all voting members at least twenty (20) days before the new date fixed for such meeting.
If an annual meeting is not held as herein provided, a special meeting of the voting members may be held in place thereof with the same force and effect as the annual meeting, and in such case all references in these by-laws, except in this Section, to the annual meeting of the voting members shall be deemed to refer to such special meeting. Any such special meeting shall be called and notice shall be given as provided in Article II, Section 9 (Voting Members – Special Meetings) and Section 10 (Voting Members – Call and Notice).
Section 8 - Regular Meetings. Regular meetings of the voting members may be held at such places and at such times as the voting members may determine.
Section 9 - Special Meetings. Special meetings of the voting members may be held at any time and at any place. Special meetings of the voting members may be called by the President, or by the directors, and shall be called by the clerk, or in the case of the death, absence, incapacity or refusal of the clerk, by any other officer, upon written application of three or more voting members.
Section 10 - Call and Notice.
(a) Annual and Regular Meetings. No call or notice shall be required for annual or regular meetings of voting members, provided that reasonable notice (i) of the first regular meeting following the determination by the voting members of the times and places for regular meetings shall be given to absent voting members, (ii) of any annual meeting not held at the principal office of the corporation shall be given to each voting member, (iii) specifying the purpose of an annual or regular meeting shall be given to each voting member if either contracts or transactions of the corporation with interested persons or amendments of these by-laws (as adopted by the directors or otherwise) are to be considered at the meeting and (iv) shall be given as otherwise required by law, the articles of organization or these by-laws (including, without limitation, Article II, Section 7 (Voting Members - Annual Meeting).
(b) Special Meeting. Reasonable notice of the time and place of special meetings of the voting members shall be given to each voting member. Such notice need not specify the purpose of a meeting, unless otherwise required by law, the articles of organization or these by-laws or unless there is to be considered at the meeting (i) contracts or transactions of the corporation with interested persons, (ii) amendments to these by-laws (as adopted by the directors or otherwise), (iii) an increase or decrease in the number of voting members or directors, or (iv) removal or suspension of a voting member or director.
(c) Reasonable and Sufficient Notice. Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a voting member to send notice by email at least five (5) business days before the meeting, and by telephone or in person within eight hours after sending the email. If the telephone call is not answered and no answering system records a message, an attempt must be made daily until the meeting.
(d) Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any voting member if a written waiver of notice, executed by the voting member (or his or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
Section 11 - Quorum. At any meeting of the voting members a majority of the voting members then in office (whether present in person or duly represented) shall constitute a quorum. Any meeting may be adjourned to such date(s) not more than ninety (90) days after the first session of the meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
Section 12 - Action by Vote. Each voting member shall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by voting members present in person or duly represented shall decide any question, including election to any office, unless otherwise provided by law, the articles of organization, or these by-laws.
Section 13 - Action by Writing. Any action required or permitted to be taken at any meeting of the voting members may be taken without a meeting if all voting members entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of the voting members. Such consents shall be treated for all purposes as a vote at a meeting.
Section 14 – Proxies. Voting members may vote either in person or by written proxy dated not more than six (6) months before the meeting named therein, which proxies shall be filed before being voted with the clerk or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.
Section 15 - Compensation. Voting members shall be entitled to receive for their services such amount, if any, as the directors may determine, which may include expenses of attendance at meetings. Voting members shall not be precluded from serving the corporation in any other capacity and receiving compensation for any such services.
ARTICLE III
ASSOCIATE MEMBERS
Section 1 - Number, Election, and Qualification. From time to time the directors may elect such number of associate members as they shall determine. Unless the directors otherwise designate, there shall be no qualifications for associate members.
Section 2 - Tenure. Each associate member shall continue in such capacity until the one year anniversary of the associate member's election.
Section 3 - Powers and Rights. Associate members shall serve in an honorary capacity to the directors and shall have such rights and privileges as the directors may from time to time designate. Associate members shall have no right to notice of and no right to vote at any meeting of the voting members or the directors or otherwise to participate in the governance of the corporation; they shall not be legally qualified to call or demand a meeting of the voting members or the directors for any purpose, including without limitation for any purpose under Chapter 180 of the Massachusetts General Laws, and they shall not be considered for purposes of establishing a quorum at any duly constituted meeting of the voting members or directors.
Section 4 - Suspension or Removal. Associate members may be suspended or removed with or without cause by vote of a majority of directors or voting members.
Section 5 – Resignation. An associate member may resign by giving his or her notice of intent to resign and acceptance thereof shall not be necessary to make it effective unless it so states.
Section 6 - Associate Member Meeting. The directors may call a meeting of the associate members at the directors' discretion. The meeting of the associate members shall be held on a date, at a place and at a time as designated by the directors and such meeting or meetings may be postponed or canceled at the discretion of the directors. This meeting or meetings shall be held for informational and discussion purposes only and no action of corporate governance shall be taken.
Section 7 - Call and Notice. No call or notice shall be required for associate members' meetings but it may be given at the discretion of and in the form as designated by the directors.
ARTICLE IV
SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISERS, FRIENDS OF THE CORPORATION
The directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisers or friends of the corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the directors shall otherwise designate shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
ARTICLE V
BOARD OF DIRECTORS
Section 1 - Number and Election. The voting members annually at their annual meeting shall fix the number of directors and shall elect the number of directors so fixed; provided, however, that the Board of Directors shall also include one (1) director who is a UAW Designee. “UAW Designee” refers to an individual who was elected to serve as board designee by the employees of the corporation who are then members of the International Union, United Automobile, Aerospace, and Agricultural Implement Workers of America.
At any special or regular meeting, the voting members or directors then in office may increase the number of directors and elect new directors to complete the number so fixed; or they may decrease the number of directors, but only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one or more directors. A director may, but need not be a voting member.
Section 2 - Tenure. Each director shall hold office until the next annual meeting of voting members and until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified.
Section 3 - Powers. The affairs of the corporation shall be managed by the directors who shall have and may exercise all the powers reserved to the voting members by the fullest extent permitted by law, the articles of organization or these by-laws.
Section 4 - Committees. The directors may elect or appoint one or more committees and may delegate to such committee or committees any or all of their powers. Any committee to which the powers of the directors are delegated shall consist solely of directors. Unless the directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these by-laws for the directors. The members of any committee shall remain in office at the pleasure of the directors.
Section 5 - Suspension or Removal. A director may be suspended or removed (a) with or without cause by vote of a majority of the voting members then in office or (b) with cause by vote of a majority of the directors then in office. A director may be removed with cause only after reasonable notice and opportunity to be heard.
Section 6 - Resignation. A director may resign by delivering his or her written resignation to the president, treasurer or clerk of the corporation, to a meeting of the voting members or directors of the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.
Section 7 - Vacancies. Any vacancy in the board of directors, except a vacancy resulting from enlargement which must be filled in accordance with Article V, Section 1 (Board of Directors – Number and Election), may be filled by the voting members or directors. Each successor shall hold office for the unexpired term or until he or she sooner dies, resigns, is removed or becomes disqualified. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
Section 8 - Regular Meetings. Regular meetings of the directors may be held at such places and at such times as the directors may determine.
Section 9 - Special Meetings. Special meetings of the directors may be held at any time and at any place when called by the chairman of the board of directors (or if there be no such chairman, the president) or by two or more directors.
Section 10 - Call and Notice.
(a) Regular Meetings. No call or notice shall be required for regular meetings of directors, provided that reasonable notice (i) of the first regular meeting following the determination by the directors of the times and places for regular meetings shall be given to absent directors, (ii) specifying the purpose of a regular meeting shall be given to each director if either contracts or transactions of the corporation with interested persons or amendments to these by-laws are to be considered at the meeting and (iii) shall be given as otherwise required by law, the articles of organization or these by-laws.
(b) Special Meetings. Reasonable notice of the time and place of special meetings of the directors shall be given to each director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the articles of organization or these by-laws or unless there is to be considered at the meeting (i) contracts or transactions of the corporation with interested persons, (ii) amendments to these by-laws, (iii) an increase or decrease in the number of directors, (iv) removal or suspension of a director, (v) whether to direct the President of FSF to start a drafting process for any new copyright license (including GNU copyright license) or a new version of any existing copyright license (including GNU copyright license), or (vi) subject to Section 12b whether to direct the President of FSF to publish a new copyright license (including GNU copyright license) or a new version of any existing copyright license (including GNU copyright license).
(c) Reasonable and Sufficient Notice. Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a director to send notice by email at least five (5) business days before the meeting, and by telephone or in person within eight hours after sending the email. If the telephone call is not answered and no answering system records a message, an attempt must be made daily until the meeting.
(d) Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by the director (or his or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
Section 11 - Quorum. At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
Section 12 - Action by Vote.
(a) Majority Vote. When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the articles of organization, or these by-laws;
(b) Supermajority Vote. Notwithstanding anything to the contrary contained herein, a supermajority vote of sixty six percent (66%) of the directors shall be required to approve the following: (i) whether to direct the President of FSF to start a drafting process for any new copyright license (including GNU copyright license) or a new version of any existing copyright license (including GNU copyright license), or (ii) whether to direct the President of FSF to publish a new copyright license (including GNU copyright license) or a new version of any existing copyright license (including GNU copyright license).
No director, officer or employee may start a drafting process for any new copyright license (including GNU copyright license) or a new version of any existing copyright license (including GNU copyright license), or (ii) publish a new copyright license (including GNU copyright license) or publish a new version of any existing copyright license (including GNU copyright) without express permission from the Board or the President after he or she has been directed to do so pursuant to this provision in the by-laws.
Section 13 - Action by Writing. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.
Section 14 – Compensation. Directors shall be entitled to receive for their services such amount, if any, as the directors may from time to time determine, which may include expenses of attendance at meetings. Directors shall not be precluded from serving the corporation in any other capacity and receiving compensation for any such services.
ARTICLE VI
OFFICERS AND AGENTS
Section 1 - Number and qualification. The officers of the corporation shall be a president, treasurer, clerk and such other officers, if any, as the directors may determine. The corporation may also have such agents, if any, as the directors may appoint. An officer may but need not be a director or voting member. The clerk shall be a resident of Massachusetts unless the corporation has a resident agent duly appointed for the purpose of service of process. A person may hold more than one office at the same time. If required by the directors, any officer shall give the corporation a bond for the faithful performance of his or her duties in such amount and with such surety or sureties as shall be satisfactory to the directors.
Section 2 - Election. The president, treasurer and clerk shall be elected annually by the directors at their first meeting following the annual meeting of the voting members. Other officers, if any, may be elected by the directors at any time.
Section 3 - Tenure. The president, treasurer and clerk shall each hold office until the first meeting of the directors following the next annual meeting of the voting members and until his or her successor is chosen and qualified, and each other officer shall hold office until the first meeting of the directors following the next annual meeting of the voting members unless a shorter period shall have been specified by the terms of his or her election or appointment, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his or her authority at the pleasure of the directors.
Section 4 - President and Vice Presidents. The president shall be the chief executive officer of the corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. The president shall preside at all meetings of the voting members and, if no chairman of the board of directors is elected, at all meetings of the directors except as the voting members or directors otherwise determine.
The president or vice presidents, if any, shall have such duties and powers as the directors shall determine. The vice president, or first vice president if there are more than one, shall have and may exercise all the powers and duties of the president during the absence of the president or in the event of his or her inability to act.
Section 5 - Treasurer. The treasurer shall be the chief financial officer and the chief accounting officer of the corporation. The treasurer shall be in charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. He or she shall have such other duties and powers as designated by the directors or the president. The treasurer shall also be in charge of its books of account and accounting records, and of its accounting procedures.
Section 6 - Clerk. The clerk shall record and maintain records of all proceedings of the voting members and directors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the corporation or at the office of its clerk or of its resident agent and shall be open at all reasonable times to the inspection of any voting member. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the articles of organization and by-laws and names of all voting members and directors and the address of each. If the clerk is absent for any meeting of voting members or directors, a temporary clerk chosen at the meeting shall exercise the duties of the clerk at the meeting.
Section 7 - Suspension or Removal. An officer may be suspended or removed with or without cause by vote of a majority of directors then in office at any special meeting called for such purpose or any regular meeting. An officer may be removed with cause only after reasonable notice and opportunity to be heard.
Section 8 - Resignation. An officer may resign by delivering his or her written resignation to the president, treasurer or clerk of the corporation, to a meeting of the voting members or directors or to the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not make it effective unless it so states.
Section 9 – Vacancies. If the office of any officer becomes vacant, the directors may elect a successor. Each successor shall hold office for the unexpired term, and in the case of the president, treasurer and clerk until his successor is elected and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified.
ARTICLE VII
EXECUTION OF PAPERS
Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the president or by the treasurer.
Any recordable instrument purporting to affect an interest in real estate, executed in the name of the corporation by two of its officers, of whom one is the president or vice president and the other is the treasurer or an assistant treasurer, shall be binding on the corporation in favor of a purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provisions of the articles of organization, by-laws, resolutions or votes of the corporation.
ARTICLE VIII
PERSONAL LIABILITY
The voting members, directors and officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.
ARTICLE IX
AMENDMENTS
Section 1 - These by-laws may be altered, amended or repealed in whole or in part by vote of a majority of the directors then in office except with respect to any provision thereof which by law, the articles of organization or these by-laws requires action by the voting members.
Not later than the time of giving notice of the meeting of voting members next following the making, amending, or repealing by the directors of any by-laws, notice thereof stating the substance of such change shall be given to all voting members.
The voting members may alter, amend or repeal any by-laws adopted by the directors or otherwise or adopt, alter, amend or repeal any provision which by law, the articles of organization or these by-laws requires action by the voting members.
Section 2 - Notwithstanding anything to the contrary contained herein, neither the directors nor the voting members shall amend the following sections of the by-laws without an affirmative vote of seventy-five percent (75%) of the directors or voting members, as the case may be:
(a) this Section;
(b) ARTICLE V, Section 10(b)(v) and (vi) (Board of Directors - – Special Meetings re: GNU licenses); or
(c) ARTICLE V, Section 12(b) (Board of Directors - Supermajority Vote re: GNU licenses)
Bylaws of the Free Software Foundation, Inc.
BY-LAWS OF FREE SOFTWARE FOUNDATION, INC. (last updated 2023-01-24)
ARTICLE I
NAME, PURPOSES, LOCATION, CORPORATE SEAL, AND FISCAL YEAR
Section 1 - Name and Purposes. The name and purposes of the corporation shall be as set forth in the articles of organization.
Section 2 – Location. The principal office of the corporation in the Commonwealth of Massachusetts shall initially be located at the place set forth in the articles of organization of the corporation. The directors may change the location of the principal office in the Commonwealth of Massachusetts effective upon filing a certificate with the Secretary of the Commonwealth.
Section 3 - Corporate Seal. The directors may adopt and alter the seal of the corporation.
Section 4 - Fiscal Year. The Fiscal Year of the corporation shall, unless otherwise decided by the directors, end on September 30th in each year.
ARTICLE II
VOTING MEMBERS
Section 1 - Number, Election and Qualification. The present members of the corporation shall constitute the voting members. Thereafter the voting members annually at their annual meeting shall fix the number of voting members and shall elect the number of voting members so fixed. At any special or regular meeting, the voting members then in office may increase the number of voting members and elect new voting members to complete the number so fixed; or they may decrease the number of voting members, but only to eliminate vacancies caused by the death, resignation, removal or disqualification of one or more voting members. Unless the voting members otherwise designate, there shall be no qualifications for voting members. No such designation shall disqualify a voting member in office when the designation is made. Each director shall automatically be a voting member of the corporation.
Section 2 - Tenure. Each voting member shall hold office until the next annual meeting of voting members and until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified.
Section 3 - Powers and Rights. In addition to the right to elect directors as provided in Article V, Section 1 (Board of Directors – Number and Election) and such other powers and rights as may be vested in them by law, the Articles of Organization or these by-laws, the voting members shall have such other powers and rights as the directors may designate.
Section 4 - Suspension or Removal. A voting member may be suspended or removed with or without cause by vote of a majority of voting members then in office. A voting member may be removed for cause only after reasonable notice and opportunity to be heard.
Section 5 - Resignation. A voting member may resign by delivering his or her written resignation to the president, treasurer, or clerk of the corporation, to a meeting of the voting members or directors or to the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states.
Section 6 - Vacancies. Any vacancy in the voting membership, except a vacancy resulting from enlargement (which must be filled in accordance with Article II, Section 1 (Voting Members – Number) may be filled by the voting members. Each successor shall hold office for the unexpired term or until he or she sooner dies, resigns, is removed or becomes disqualified. The voting members shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
Section 7 - Annual Meeting. The annual meeting of the voting members shall be held on the second Sunday of April unless the Board resolves to move it to a different day. The annual meeting may be held at the principal office of the corporation or at such other place as the president, voting members or directors shall determine. No change in the date fixed in these By-laws for the annual meeting shall be made within sixty (60) days before the date stated herein. Notice of any change of the date fixed in these by-laws for the annual meeting shall be given to all voting members at least twenty (20) days before the new date fixed for such meeting.
If an annual meeting is not held as herein provided, a special meeting of the voting members may be held in place thereof with the same force and effect as the annual meeting, and in such case all references in these by-laws, except in this Section, to the annual meeting of the voting members shall be deemed to refer to such special meeting. Any such special meeting shall be called and notice shall be given as provided in Article II, Section 9 (Voting Members – Special Meetings) and Section 10 (Voting Members – Call and Notice).
Section 8 - Regular Meetings. Regular meetings of the voting members may be held at such places and at such times as the voting members may determine.
Section 9 - Special Meetings. Special meetings of the voting members may be held at any time and at any place. Special meetings of the voting members may be called by the President, or by the directors, and shall be called by the clerk, or in the case of the death, absence, incapacity or refusal of the clerk, by any other officer, upon written application of three or more voting members.
Section 10 - Call and Notice.
(a) Annual and Regular Meetings. No call or notice shall be required for annual or regular meetings of voting members, provided that reasonable notice (i) of the first regular meeting following the determination by the voting members of the times and places for regular meetings shall be given to absent voting members, (ii) of any annual meeting not held at the principal office of the corporation shall be given to each voting member, (iii) specifying the purpose of an annual or regular meeting shall be given to each voting member if either contracts or transactions of the corporation with interested persons or amendments of these by-laws (as adopted by the directors or otherwise) are to be considered at the meeting and (iv) shall be given as otherwise required by law, the articles of organization or these by-laws (including, without limitation, Article II, Section 7 (Voting Members - Annual Meeting).
(b) Special Meeting. Reasonable notice of the time and place of special meetings of the voting members shall be given to each voting member. Such notice need not specify the purpose of a meeting, unless otherwise required by law, the articles of organization or these by-laws or unless there is to be considered at the meeting (i) contracts or transactions of the corporation with interested persons, (ii) amendments to these by-laws (as adopted by the directors or otherwise), (iii) an increase or decrease in the number of voting members or directors, or (iv) removal or suspension of a voting member or director.
(c) Reasonable and Sufficient Notice. Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a voting member to send notice by email at least five (5) business days before the meeting, and by telephone or in person within eight hours after sending the email. If the telephone call is not answered and no answering system records a message, an attempt must be made daily until the meeting.
(d) Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any voting member if a written waiver of notice, executed by the voting member (or his or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
Section 11 - Quorum. At any meeting of the voting members a majority of the voting members then in office (whether present in person or duly represented) shall constitute a quorum. Any meeting may be adjourned to such date(s) not more than ninety (90) days after the first session of the meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
Section 12 - Action by Vote. Each voting member shall have one vote. When a quorum is present at any meeting, a majority of the votes properly cast by voting members present in person or duly represented shall decide any question, including election to any office, unless otherwise provided by law, the articles of organization, or these by-laws.
Section 13 - Action by Writing. Any action required or permitted to be taken at any meeting of the voting members may be taken without a meeting if all voting members entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of the voting members. Such consents shall be treated for all purposes as a vote at a meeting.
Section 14 – Proxies. Voting members may vote either in person or by written proxy dated not more than six (6) months before the meeting named therein, which proxies shall be filed before being voted with the clerk or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by their terms, such proxies shall entitle the holders thereof to vote at any adjournment of the meeting but the proxy shall terminate after the final adjournment of such meeting.
Section 15 - Compensation. Voting members shall be entitled to receive for their services such amount, if any, as the directors may determine, which may include expenses of attendance at meetings. Voting members shall not be precluded from serving the corporation in any other capacity and receiving compensation for any such services.
ARTICLE III
ASSOCIATE MEMBERS
Section 1 - Number, Election, and Qualification. From time to time the directors may elect such number of associate members as they shall determine. Unless the directors otherwise designate, there shall be no qualifications for associate members.
Section 2 - Tenure. Each associate member shall continue in such capacity until the one year anniversary of the associate member's election.
Section 3 - Powers and Rights. Associate members shall serve in an honorary capacity to the directors and shall have such rights and privileges as the directors may from time to time designate. Associate members shall have no right to notice of and no right to vote at any meeting of the voting members or the directors or otherwise to participate in the governance of the corporation; they shall not be legally qualified to call or demand a meeting of the voting members or the directors for any purpose, including without limitation for any purpose under Chapter 180 of the Massachusetts General Laws, and they shall not be considered for purposes of establishing a quorum at any duly constituted meeting of the voting members or directors.
Section 4 - Suspension or Removal. Associate members may be suspended or removed with or without cause by vote of a majority of directors or voting members.
Section 5 – Resignation. An associate member may resign by giving his or her notice of intent to resign and acceptance thereof shall not be necessary to make it effective unless it so states.
Section 6 - Associate Member Meeting. The directors may call a meeting of the associate members at the directors' discretion. The meeting of the associate members shall be held on a date, at a place and at a time as designated by the directors and such meeting or meetings may be postponed or canceled at the discretion of the directors. This meeting or meetings shall be held for informational and discussion purposes only and no action of corporate governance shall be taken.
Section 7 - Call and Notice. No call or notice shall be required for associate members' meetings but it may be given at the discretion of and in the form as designated by the directors.
ARTICLE IV
SPONSORS, BENEFACTORS, CONTRIBUTORS, ADVISERS, FRIENDS OF THE CORPORATION
The directors may designate certain persons or groups of persons as sponsors, benefactors, contributors, advisers or friends of the corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the directors shall otherwise designate shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights or responsibilities.
ARTICLE V
BOARD OF DIRECTORS
Section 1 - Number and Election. The voting members annually at their annual meeting shall fix the number of directors and shall elect the number of directors so fixed; provided, however, that the Board of Directors shall also include one (1) director who is a UAW Designee. “UAW Designee” refers to an individual who was elected to serve as board designee by the employees of the corporation who are then members of the International Union, United Automobile, Aerospace, and Agricultural Implement Workers of America.
At any special or regular meeting, the voting members or directors then in office may increase the number of directors and elect new directors to complete the number so fixed; or they may decrease the number of directors, but only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one or more directors. A director may, but need not be a voting member.
Section 2 - Tenure. Each director shall hold office until the next annual meeting of voting members and until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified.
Section 3 - Powers. The affairs of the corporation shall be managed by the directors who shall have and may exercise all the powers reserved to the voting members by the fullest extent permitted by law, the articles of organization or these by-laws.
Section 4 - Committees. The directors may elect or appoint one or more committees and may delegate to such committee or committees any or all of their powers. Any committee to which the powers of the directors are delegated shall consist solely of directors. Unless the directors otherwise designate, committees shall conduct their affairs in the same manner as is provided in these by-laws for the directors. The members of any committee shall remain in office at the pleasure of the directors.
Section 5 - Suspension or Removal. A director may be suspended or removed (a) with or without cause by vote of a majority of the voting members then in office or (b) with cause by vote of a majority of the directors then in office. A director may be removed with cause only after reasonable notice and opportunity to be heard.
Section 6 - Resignation. A director may resign by delivering his or her written resignation to the president, treasurer or clerk of the corporation, to a meeting of the voting members or directors of the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.
Section 7 - Vacancies. Any vacancy in the board of directors, except a vacancy resulting from enlargement which must be filled in accordance with Article V, Section 1 (Board of Directors – Number and Election), may be filled by the voting members or directors. Each successor shall hold office for the unexpired term or until he or she sooner dies, resigns, is removed or becomes disqualified. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number.
Section 8 - Regular Meetings. Regular meetings of the directors may be held at such places and at such times as the directors may determine.
Section 9 - Special Meetings. Special meetings of the directors may be held at any time and at any place when called by the chairman of the board of directors (or if there be no such chairman, the president) or by two or more directors.
Section 10 - Call and Notice.
(a) Regular Meetings. No call or notice shall be required for regular meetings of directors, provided that reasonable notice (i) of the first regular meeting following the determination by the directors of the times and places for regular meetings shall be given to absent directors, (ii) specifying the purpose of a regular meeting shall be given to each director if either contracts or transactions of the corporation with interested persons or amendments to these by-laws are to be considered at the meeting and (iii) shall be given as otherwise required by law, the articles of organization or these by-laws.
(b) Special Meetings. Reasonable notice of the time and place of special meetings of the directors shall be given to each director. Such notice need not specify the purposes of a meeting, unless otherwise required by law, the articles of organization or these by-laws or unless there is to be considered at the meeting (i) contracts or transactions of the corporation with interested persons, (ii) amendments to these by-laws, (iii) an increase or decrease in the number of directors, (iv) removal or suspension of a director, (v) whether to direct the President of FSF to start a drafting process for any new copyright license (including GNU copyright license) or a new version of any existing copyright license (including GNU copyright license), or (vi) subject to Section 12b whether to direct the President of FSF to publish a new copyright license (including GNU copyright license) or a new version of any existing copyright license (including GNU copyright license).
(c) Reasonable and Sufficient Notice. Except as otherwise expressly provided, it shall be reasonable and sufficient notice to a director to send notice by email at least five (5) business days before the meeting, and by telephone or in person within eight hours after sending the email. If the telephone call is not answered and no answering system records a message, an attempt must be made daily until the meeting.
(d) Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by the director (or his or her attorney thereunto authorized) before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.
Section 11 - Quorum. At any meeting of the directors a majority of the directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
Section 12 - Action by Vote.
(a) Majority Vote. When a quorum is present at any meeting, a majority of the directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the articles of organization, or these by-laws;
(b) Supermajority Vote. Notwithstanding anything to the contrary contained herein, a supermajority vote of sixty six percent (66%) of the directors shall be required to approve the following: (i) whether to direct the President of FSF to start a drafting process for any new copyright license (including GNU copyright license) or a new version of any existing copyright license (including GNU copyright license), or (ii) whether to direct the President of FSF to publish a new copyright license (including GNU copyright license) or a new version of any existing copyright license (including GNU copyright license).
No director, officer or employee may start a drafting process for any new copyright license (including GNU copyright license) or a new version of any existing copyright license (including GNU copyright license), or (ii) publish a new copyright license (including GNU copyright license) or publish a new version of any existing copyright license (including GNU copyright) without express permission from the Board or the President after he or she has been directed to do so pursuant to this provision in the by-laws.
Section 13 - Action by Writing. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all the directors consent to the action in writing and the written consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as a vote at a meeting.
Section 14 – Compensation. Directors shall be entitled to receive for their services such amount, if any, as the directors may from time to time determine, which may include expenses of attendance at meetings. Directors shall not be precluded from serving the corporation in any other capacity and receiving compensation for any such services.
ARTICLE VI
OFFICERS AND AGENTS
Section 1 - Number and qualification. The officers of the corporation shall be a president, treasurer, clerk and such other officers, if any, as the directors may determine. The corporation may also have such agents, if any, as the directors may appoint. An officer may but need not be a director or voting member. The clerk shall be a resident of Massachusetts unless the corporation has a resident agent duly appointed for the purpose of service of process. A person may hold more than one office at the same time. If required by the directors, any officer shall give the corporation a bond for the faithful performance of his or her duties in such amount and with such surety or sureties as shall be satisfactory to the directors.
Section 2 - Election. The president, treasurer and clerk shall be elected annually by the directors at their first meeting following the annual meeting of the voting members. Other officers, if any, may be elected by the directors at any time.
Section 3 - Tenure. The president, treasurer and clerk shall each hold office until the first meeting of the directors following the next annual meeting of the voting members and until his or her successor is chosen and qualified, and each other officer shall hold office until the first meeting of the directors following the next annual meeting of the voting members unless a shorter period shall have been specified by the terms of his or her election or appointment, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his or her authority at the pleasure of the directors.
Section 4 - President and Vice Presidents. The president shall be the chief executive officer of the corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. The president shall preside at all meetings of the voting members and, if no chairman of the board of directors is elected, at all meetings of the directors except as the voting members or directors otherwise determine.
The president or vice presidents, if any, shall have such duties and powers as the directors shall determine. The vice president, or first vice president if there are more than one, shall have and may exercise all the powers and duties of the president during the absence of the president or in the event of his or her inability to act.
Section 5 - Treasurer. The treasurer shall be the chief financial officer and the chief accounting officer of the corporation. The treasurer shall be in charge of its financial affairs, funds, securities and valuable papers and shall keep full and accurate records thereof. He or she shall have such other duties and powers as designated by the directors or the president. The treasurer shall also be in charge of its books of account and accounting records, and of its accounting procedures.
Section 6 - Clerk. The clerk shall record and maintain records of all proceedings of the voting members and directors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the corporation or at the office of its clerk or of its resident agent and shall be open at all reasonable times to the inspection of any voting member. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the articles of organization and by-laws and names of all voting members and directors and the address of each. If the clerk is absent for any meeting of voting members or directors, a temporary clerk chosen at the meeting shall exercise the duties of the clerk at the meeting.
Section 7 - Suspension or Removal. An officer may be suspended or removed with or without cause by vote of a majority of directors then in office at any special meeting called for such purpose or any regular meeting. An officer may be removed with cause only after reasonable notice and opportunity to be heard.
Section 8 - Resignation. An officer may resign by delivering his or her written resignation to the president, treasurer or clerk of the corporation, to a meeting of the voting members or directors or to the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not make it effective unless it so states.
Section 9 – Vacancies. If the office of any officer becomes vacant, the directors may elect a successor. Each successor shall hold office for the unexpired term, and in the case of the president, treasurer and clerk until his successor is elected and qualified, or in each case until he or she sooner dies, resigns, is removed or becomes disqualified.
ARTICLE VII
EXECUTION OF PAPERS
Except as the directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the president or by the treasurer.
Any recordable instrument purporting to affect an interest in real estate, executed in the name of the corporation by two of its officers, of whom one is the president or vice president and the other is the treasurer or an assistant treasurer, shall be binding on the corporation in favor of a purchaser or other person relying in good faith on such instrument notwithstanding any inconsistent provisions of the articles of organization, by-laws, resolutions or votes of the corporation.
ARTICLE VIII
PERSONAL LIABILITY
The voting members, directors and officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the corporation, may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.
ARTICLE IX
AMENDMENTS
Section 1 - These by-laws may be altered, amended or repealed in whole or in part by vote of a majority of the directors then in office except with respect to any provision thereof which by law, the articles of organization or these by-laws requires action by the voting members.
Not later than the time of giving notice of the meeting of voting members next following the making, amending, or repealing by the directors of any by-laws, notice thereof stating the substance of such change shall be given to all voting members.
The voting members may alter, amend or repeal any by-laws adopted by the directors or otherwise or adopt, alter, amend or repeal any provision which by law, the articles of organization or these by-laws requires action by the voting members.
Section 2 - Notwithstanding anything to the contrary contained herein, neither the directors nor the voting members shall amend the following sections of the by-laws without an affirmative vote of seventy-five percent (75%) of the directors or voting members, as the case may be:
(a) this Section;
(b) ARTICLE V, Section 10(b)(v) and (vi) (Board of Directors - – Special Meetings re: GNU licenses); or
(c) ARTICLE V, Section 12(b) (Board of Directors - Supermajority Vote re: GNU licenses)
Board Member Agreement
The Free Software Foundation is a Massachusetts-based 501(c)(3) nonprofit with a worldwide mission to promote computer user freedom. To achieve this mission and these goals, we rely on the leadership, insight, and support of our Board of Directors, a visionary group of activated leaders. This Board Member Agreement details the role of our Board, and the responsibilities associated with serving in this capacity.
I, _____ understand that as a member of the Board of Directors of the Free Software Foundation, I have a responsibility to ensure that the organization does the best work possible in pursuit of its goals. I am fully committed and dedicated to the purpose and the mission of the organization and will act responsibly and prudently as its steward.
I understand that my duties and responsibilities include the following:
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I understand that I have a fiduciary duty to give reasonable care and attention to my responsibility in providing organizational oversight.
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I will serve my term to the best of my ability. I understand that subject to a vote my term may be extended on a yearly basis.
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I will participate actively and diligently in the activities of the board. I will strive to be available for board activities when they are called for.
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I will help develop and oversee the strategy, goals and good governance of the Free Software Foundation's efforts.
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I will actively serve on at least one committee if asked and attend at least 75% of all calls and meetings for any committees of which I am a member.
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I will attend FSF activities to engage with the staff and gain understanding of the FSF's programs and activities, at least once a year.
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I understand that my time commitment to the organization will change according to the needs of the organization. At a minimum, I commit to being available a full day on each twice-annual board meeting, and, including other work, a total of 100 hours each year.
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I will participate actively and visibly in encouraging people to become associate members of the FSF, and in membership drives.
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I will participate annually in a conversation in which I assess how my board membership is going and reflect on how I would like it to go. In this conversation I will receive feedback from the other board members and the executive director, and give them feedback.
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Board members as such do not have individual direct authority over FSF staff. Individual board members will not try to give staff instructions about what to do in their FSF work, nor try to pressure them about what to do.
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As a board member, speaking to the media on the FSF's behalf is not part of my responsibility. I will refer media inquiries meant for the FSF to the FSF's principal media coordinator. The FSF can give a specific board member authority to speak about specific ranges of FSF positions and activities. A board member should coordinate with the principal media coordinator when doing this.
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The board's only ordinary personnel management responsibility is the selection and supervision of the president, executive director, and other officers. I will avoid discussing personnel matters with staff other than the president and executive director.
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I will actively participate in an annual performance evaluation of the Executive Director.
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In my capacity as a board member, I will act in the best interests of the organization and excuse myself from discussions and votes where I have a conflict of interest. I will follow the FSF's conflict of interest policy.
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I agree that during my tenure on the Board or in the years following, I will not divulge any confidential information, nor transfer any such confidential information to any third party, nor use any such confidential information for my own purpose or for any purpose other than in connection with my authorized role as a Board Member of the FSF, unless such disclosure shall have been approved in writing in advance. For the FSF, generally-useful technical information, such as software and manuals, is never confidential except that the FSF may accept some generally-useful technical information in confidence for the limited purpose of investigating it.
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As a board member I will undertake to help develop and monitor responsible plans and budgets for the proper use of the FSF's funds.
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In my capacity as a board member, I undertake to follow the FSF bylaws. I agree to periodically review the FSF bylaws and a summary of the legal responsibilities of a board member.
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I will actively promote the Free Software Foundation and encourage and support its staff.
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I will attempt to respond promptly to staff and board communication. I will attempt to fulfill commitments within agreed-upon deadlines.
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If I believe I will be substantially unable to meet my obligations as a board member, I will offer my resignation.
This agreement describes the default expectations and commitments for all board members. Board members can be given specific authorities and responsibilities that supersede these terms. Nothing in this agreement should be read as an abrogation of the board's ultimate responsibility and authority to oversee the organization. This agreement may be amended by the board, from time to time, to improve governance practices.
In signing this document, I understand that no quotas are being set, that no rigid standards of measurement or achievement are being formed. I have confidence that other board members will operate in good faith to carry out these agreements to the best of their ability.
Board of Directors Code of Ethics
INTRODUCTION
The Free Software Foundation ("FSF") is a nonprofit with a worldwide mission to promote computer user freedom.
We live in a world where unethical nonfree software is pervasive and will strive to act ethically as we try to liberate software users everywhere.
Members of the board of directors shall abide by and conform to the following code of ethics in their capacity as board members. All members of the board of directors must strive to speak and act with the mission and effectiveness of the organization in mind.
CODE OF ETHICS
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Each member of the board of directors will abide by all the regulations of the organization, including but not limited to the certificate of incorporation, the bylaws, and this Code of Ethics.
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Members of the board of directors will conduct the business affairs of the organization in good faith and with honesty, integrity, due diligence, and reasonable competence.
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Members of the board of directors will not engage in or facilitate any harassing behavior directed toward FSF staff, members, officers, directors, suppliers, or contractors, nor towards anyone in activities relating to the organization. Members of the board of directors will not engage in or facilitate unfair discrimination in activities relating to the organization. The board will interpret these criteria in a reasonable fashion.
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In addition to the organization's policies on confidentiality, members of FSF's board of directors are obligated to uphold the privacy and confidentiality of internal proceedings.
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Members of the FSF's board of directors will not make use (beyond incidental use) of information, staff, property, or resources provided by the organization, or acquired as a consequence of the board member's service, in any manner other than in furtherance of the organization's activities, and especially not for personal gain.
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Members of the board of directors will keep the organization's physical property secure and preserve the organization's copyright and trademarks and aid in their proper management. Members who leave the board while holding the FSF's physical property of value will return it.
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Members of the FSF's board of directors acknowledge that their statements and actions have greater potential to reflect broadly on the organization because of their leadership position and will take seriously their position of public visibility and trust.
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Members of the FSF's board of directors agree not to persuade or attempt to persuade any FSF employee to leave the employ of the FSF. Furthermore, no member of the board of directors shall persuade or attempt to persuade any member, director, associate member, funder, donor, advertiser, sponsor, subscriber, supplier, contractor, or any other person or entity with an actual or potential relationship to or with the organization to terminate, curtail, or not enter into its relationship to or with the organization, or in any way reduce the monetary or other benefits to the organization of such relationship.
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Members of the board of directors will not undertake an activity that substantially hurts the FSF. When acting as board members, they will work toward the success of the FSF.
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Board members shall all avoid placing--and the appearance of placing--one's own self interest or any third-party interest, including the interests of associate members, above that of the organization as a whole.
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Board members shall not speak on behalf of the FSF unless given explicit permission. Directors must not represent that their authority as board members extends any further than it actually extends. The board speaks as a whole, not as individuals.
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Board members shall not solicit or accept gifts, honoraria, or any other item of value from any person or entity as a direct or indirect inducement to provide special treatment to any such donor or entity with respect to matters pertaining to the FSF.
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Board members shall not provide goods or services to the FSF as a paid vendor to the organization without full disclosure to, and advance approval by, the board, and adhering to any related procedures adopted by the board.
As a member of the FSF's board of directors, I affirm my endorsement of this Code of Ethics and acknowledge my commitment to upholding its principles and obligations.
If in the future I am no longer a member of the board of directors, but remain a voting member of the FSF, I will uphold those parts of this code which are pertinent to voting members.
Voting Member Code of Ethics
INTRODUCTION
The Free Software Foundation (“FSF”) is a nonprofit with a worldwide mission to promote computer user freedom.
A Voting Member's duties are primarily to elect FSF Board Members and the Voting Members themselves. Voting Members must be firm and unwavering supporters of software freedom.
A Voting Member agrees to uphold the following Code of Ethics.
CODE OF ETHICS
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A Voting Member must act in good faith in accord with the regulations of the Free Software Foundation, including its articles of incorporation and its bylaws.
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A Voting Member will not engage in or facilitate any harassing behavior directed toward FSF staff, members, officers, directors, suppliers, or contractors, nor towards anyone in activities relating to the organization. A Voting Member will not engage in or facilitate unfair discrimination in activities relating to the organization. The Voting Members will interpret these criteria in a reasonable fashion.
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A Voting Member will uphold the privacy and confidentiality of internal proceedings. Furthermore, Voting Members must take care to keep certain information relating to director candidates and Voting Member candidates confidential, including but not limited to:
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All conversations among the Voting Members and candidates.
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Information about candidates received only through private channels of communication, including discussions of candidates by the associate members.
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The implications or consequences of such conversations and information.
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Whether someone is being considered as a director candidate, unless/until the FSF has announced this.
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A Voting Member must not make use of confidential information for private or outside purposes, only for the purposes of the voting members' decisions.
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A Voting Member will not make use (beyond incidental use) of staff, services, property, or access provided by the organization, or acquired as a consequence of the Voting Member's service, in any manner other than in furtherance of the organization's activities, and especially not for personal gain.
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A Voting Member must not comment publicly in ways that could reflect on the suitability of any director or Voting Member candidate while that candidate is being considered, nor subsequently about what made that candidate suitable or unsuitable, even after the decision on that candidate has been made.
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A Voting Member acknowledges that some statements and actions have potential to reflect on the organization and will take seriously the position of public visibility and trust of a Voting Member.
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A Voting Member, as such, does not speak for the FSF and will make it clear, when there may be ambiguity, that one is not doing so.
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A Voting Member will not urge or try to convince anyone to refrain from providing cooperation, paid or unpaid labor, services or support to the FSF, or engage in an activity that substantially harms the FSF.
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A Voting Member must not accept any sort of gift as an inducement for acting in a particular way as a Voting Member.
As an FSF Voting Member, I affirm my endorsement of this Code of Ethics and acknowledge my commitment to upholding its principles and obligations.
Mapping the process of the new board nomination and review process
The Free Software Foundation (FSF) board of directors has drawn up a detailed diagram showing the procedure that the FSF is using to solicit advice from the community about possible new board members. The diagram details the roles of all parties directly involved in the process, as announced on January 18, 2022.
The board has settled on a rigorous and thoroughly considered process designed to be transparent and engage members, while still also ensuring the FSF's core principles are protected. Recently, the FSF published the board matrix, which lists the three fundamental requisites for board members. It also lists other qualities considered valuable for board members to have when it comes to expertise, capacity, relationships, and diversity, as well as skills and experiences. The board matrix highlights some desirable attributes in new potential board members to help guide nominations. With this in mind, the board member nomination process has started by following the steps outlined in the diagram.
All associate members can nominate potential board members, along with FSF staff and voting members. Once nominations are received, the selected nominees are moved to a discussion process. Eligible associate members will be invited to join a discussion forum to then evaluate and comment on those nominees, with the goal of providing a community recommendation to the board. Eligible associate members are the current associate members who were associate members or donated a comparable amount at some point between 5 years ago and 3 months ago, plus other individuals explicitly invited by the FSF board.
The process of adding new directors started by opening nominations on January 19, 2023, with a closing date of Friday, March 3, 2023, 10:00 EST (15:00 UTC). The FSF will continue to publicly announce each stage in the process. Work to put the necessary infrastructure for supporting the discussions in place is underway. For more information, please also review the January 18 announcement of the process and visit the FSF's Web page dedicated to the organization's governance work from the last fifteen months at https://www.fsf.org/about/staff-and-board/board. If you have any questions or comments about the flow chart, or the steps in the process, please don't hesitate to contact campaigns@fsf.org.
This nomination process has been newly developed by the FSF in the interest of including our associate members more directly in the nomination and selection of candidates appointed to the FSF's board and voting members. As such, it may be necessary to revise the process at times. This graphic reflects the latest version of the process dated January 19, 2023.
Nominee discussion forum participation agreement
Thank you for offering to join the nomination of candidates for the Free Software Foundation (FSF) board of directors, and the subsequent discussions about candidates. This will help us choose the best members for the board. Here are the rules we ask you to agree to for this process.
Understanding the goal
First of all, by agreeing to this document, you confirm that you understand what we are looking for in board members.
In brief, the FSF's mission is to promote and defend free software as defined by four freedoms. Every computer user is entitled to a computing environment that grants these four freedoms.
To ensure that the FSF adheres to its mission, we've adopted these fundamental requisites for a member of the FSF board:
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An FSF board member should loyally uphold the FSF's insistence that users are entitled to control their computing, individually and collectively, and therefore to control the software that does that computing, and should attest that no reason can justify denying them this.
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An FSF board member should loyally uphold the integrity of copyleft and the GNU licenses, and decide about revised licenses primarily to ensure that the programs carrying these licenses continue to give their users the four freedoms; and, all else being equal in that regard, secondarily to encourage developers to release more programs under these licenses.
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An FSF board member should steadfastly resist pressure to depart from the above, regardless of what goal or argument may be offered for doing so. Important real goals will never require such a sacrifice of freedom for all; there will always be a morally preferable way to achieve them.
We have also published a list of valuable attributes in a potential board member. Please do consider these attributes when nominating candidates, and please talk about them in the discussions, but no amount of other desirable qualities can compensate for a lack of the fundamental requisites, so keep these priorities in mind.
Discussion guidelines and rules
In order for the discussions to serve their purpose -- which is to give the FSF useful insights for evaluating candidates -- you agree to act respectfully and follow the discussion rules, including cooperating with moderation. The FSF moderators can take several different measures, including, as a last resort, removing a participant from discussions.
The FSF moderators will strive to use moderation as a way to help the discussion present pertinent factual information and judgments to give the FSF voting members the information that will be useful for them in judging candidates.
The moderators will aim to be fair and unbiased in managing the nomination process and moderating the discussion forum, but keep in mind that these discussions are a means to a specific purpose, not primarily an opportunity for self-expression. Therefore, moderators may sometimes put a lid on the latter so as to facilitate the former.
For instance, if discussion gets stuck in a repetitive dispute on one point, and all that's useful to say about that point has been said, the moderators may stop that dispute and move the attention to other points. If this happens to you, think of it as directing traffic, not as a punishment.
Please make the moderators' job easy by thinking twice before you post, to avoid causing problems that might require them to act.
Please refer to the discussion guidelines for a complete list of our guidelines and code of conduct for all participants in the candidate discussion forum.
Closing
We have never held a discussion process like this, so we are learning as we go. The main goal is to keep the discussion focused and respectful, but in addition we would like to moderate in a way that is fair and gentle. How to best reconcile those goals is not self-evident. We expect to change the guidelines during the discussion, based on what we have learned so far. We'll tell all participants about such changes immediately.
If you have questions or concerns about any part of this agreement, please email campaigns@fsf.org.
Nominee discussion forum discussion guidelines
Introduction
Free Software Foundation (FSF) board members play a vital role in the free software movement. Good governance is important for the FSF's fight for user freedom. By participating in this discussion, you're doing an important job for us. Please focus on the goal, and think consciously about being kind to the other participants, especially when disagreeing with them.
As with any FSF-organized event, our Safe Space Policy applies to the nominee discussion forum.
Keep this discussion private
We want this discussion to be among you, our associate members and longtime supporters -- not the general public. We also want our supporters and nominees to feel comfortable posting with an audience of people that have the same goals in mind, and not worry that what they say will be shared publicly. Be respectful and don't copy the discussion to places outside the forum.
Suitability, rather than popularity
What we hope to learn from this discussion is not how many people like or dislike a particular nominee. We seek, rather, factual information and insights about the nominee that will help us make an informed decision.
Improve the discussion
Through these discussions, we hope to get a clear idea of who our candidates are, what useful skills and attributes they have, and whether or not their values align with the FSF. When contributing to the forum, it helps to keep this goal in mind and consider whether or not your message will lead to useful answers.
A way to improve the discussion is by browsing existing topics before starting your own, so as not to repeat questions unnecessarily.
Another is to remember to criticize ideas, not people. You may wish to respond to something by disagreeing with it. That’s fine, but please avoid:
- Name-calling
- Ad hominem attacks
- Responding to a post’s tone instead of its message
- Knee-jerk contradiction
Any promotion of nonfree software should be flagged for moderators to remove.
The role of moderators
In order for the discussions to serve their purpose -- which is to give the FSF a basis for evaluating candidates -- you agree to act respectfully and follow the discussion rules, including cooperating with moderation. The moderators can take several different measures, including, as a last resort, removing a participant from discussions.
The FSF moderators will strive to use moderation as a way to help the discussion present pertinent factual information and judgments to give the FSF voting members the information that will be useful for them in judging candidates. They will aim to be fair and unbiased in managing the nomination process and moderating the discussion forum, but keep in mind that these discussions are a means to a specific purpose, not primarily an opportunity for self-expression. Therefore, moderators may sometimes put a lid on the latter so as to facilitate the former.
For instance, if discussion gets stuck in a repetitive dispute on one point, and all that's useful to say about that point has been said, the moderators may stop that dispute and move the attention to other points. If this happens to you, think of it as directing traffic, not as a punishment.
Please make the moderators' job easy, by thinking twice before you post, to avoid causing problems that might require them to act. You may also flag bad behavior for the moderators and they will work to improve the conversation.
A work in progress
We have never held a discussion process like this, so we are learning as we go. The main goal is to keep the discussion focused and respectful, but in addition we would like to moderate in a way that is fair and gentle. How to best reconcile those goals is not self-evident. We expect to change the guidelines during the discussion, based on what we have learned so far. We'll tell all participants about such changes immediately.
Nominee discussion forum guidelines for communicating with kindness
Purpose
The FSF encourages discussion contributions from eligible participants regardless of gender, race, ethnic group, physical appearance, religion, cultural background, and any other demographic characteristics, as well as personal political views.
People are sometimes discouraged from participating in online discussions because of certain patterns of communication that strike them as unfriendly, unwelcoming, rejecting, or harsh. This discouragement particularly affects members of disprivileged demographics, but it is not limited to them. Therefore, we ask all participants to make a conscious effort, in the nominee discussion forum, to communicate in ways that avoid that outcome—to avoid practices that will predictably and unnecessarily risk putting some contributors off.
These guidelines suggest specific ways to accomplish that goal.
Guidelines
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Please assume other participants are posting in good faith, even if you disagree with what they say. When people present code or text as their own work, please accept it as their work. Please do not criticize people for wrongs that you only speculate they may have done; stick to what they actually say and actually do.
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Please think about how to treat other participants with respect, especially when you disagree with them.
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Please do not take a harsh tone towards other participants, and especially don't make personal attacks against them. Go out of your way to show that you are criticizing a statement, not a person.
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Please recognize that criticism of your statements is not a personal attack on you. If you feel that someone has attacked you, or offended your personal dignity, please don't “hit back” with another personal attack. That tends to start a vicious circle of escalating verbal aggression. A private response, politely stating your feelings as feelings, and asking for peace, may calm things down. Write it, set it aside for hours or a day, revise it to remove the anger, and only then send it.
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Please avoid statements about the presumed typical desires, capabilities or actions of some demographic group. They can offend people in that group, and they are always off-topic in the nominee discussion forum.
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Please be especially kind to other contributors when saying they made a mistake. Programming means making lots of mistakes, and we all do so—this is why regression tests are useful. Conscientious programmers make mistakes, and then fix them. It is helpful to show contributors that being imperfect is normal, so we don't hold it against them, and that we appreciate their imperfect contributions though we hope they follow through by fixing any problems in them.
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Likewise, be kind when pointing out to other contributors that they should stop using certain nonfree software. For their own sake, they ought to free themselves, but we welcome their contributions even if they don't do that. So these reminders should be gentle and not too frequent—don't nag.
By contrast, to suggest that others run a nonfree program opposes the basic principles of FSF, so it is not allowed in the nominee discussion forum.
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Please respond to what people actually said, not to exaggerations of their views. Your criticism will not be constructive if it is aimed at a target other than their real views.
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If in a discussion someone brings up a tangent to the topic at hand, please keep the discussion on track by focusing on the current topic rather than the tangent. This is not to say that the tangent is bad, or not interesting to discuss—only that it shouldn't interfere with discussion of the issue at hand. In most cases, it is also off-topic, so those interested ought to discuss it somewhere else.
If you think the tangent is an important and pertinent issue, please bring it up as a separate discussion, with a Subject field to fit, and consider waiting for the end of the current discussion.
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Rather than trying to have the last word, look for the times when there is no need to reply, perhaps because you already made the relevant point clear enough. If you know something about the game of Go, this analogy might clarify that: when the other player's move is not strong enough to require a direct response, it is advantageous to give it none and instead move elsewhere.
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Please don't argue unceasingly for your preferred course of action when a decision for some other course has already been made. That tends to block the activity's progress.
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If others have irritated you, perhaps by disregarding these guidelines, please don't excoriate them, and especially please don't hold a grudge against them. The constructive approach is to encourage and help other people to do better. When they are trying to learn to do better, please give them plenty of chances.
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If other participants complain about the way you express your ideas, please make an effort to cater to them. You can find ways to express the same points while making others more comfortable. You are more likely to persuade others if you don't arouse ire about secondary things.
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Please don't raise unrelated political issues in the nominee discussion forum, because they are off-topic. The only political positions that the FSF endorses are (1) that users should have control of their own computing (for instance, through free software) and (2) supporting basic human rights in computing. We don't require you as a contributor to agree with these two points, but you do need to accept that our decisions will be based on them.
By making an effort to follow these guidelines, we will encourage more contribution to the nominee discussion forum, and our discussions will be friendlier and reach conclusions more easily.
These guidelines are a lightly modified version of the GNU Kind Communication Guidelines