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ts join openinfra foundation community members events openinfra summit openinfra days event sponsorships openinfra live ptg user group meetups about about us foundation staff governing board four opens partnerships legal news openinfra blog press media newsletter login join openinfra foundation charter 1 mission and scope of the openinfra foundation a the mission of the openinfra foundation a directed fund of the linux foundation the directed fund is to facilitate the building and operation of open infrastructure to enable that mission the purpose of the directed fund is to raise budget and spend funds in support of various open source open data and or open standards projects relating to operating cloud infrastructure including infrastructure and support initiatives related thereto each such project a technical project the governance of each technical project is as set forth in the applicable charter for each technical project b the directed fund supports the technical projects the directed fund operates under the guidance of the governing board of the directed fund the governing board and the linux foundation the lf as may be consistent with the linux foundation s tax exempt status c the governing board manages the directed fund the directed fund may also have working groups councils committees and similar bodies collectively committees that are established by the governing board these committees report to the governing board 2 membership a the directed fund will be composed of platinum gold silver and associate members each a member and collectively the members in good standing all members must be current corporate members of the lf at any level to participate in the directed fund as a member all participating members of the directed fund enjoy the privileges and undertake the obligations described in this charter as from time to time amended by the governing board with the approval of the lf during the term of their membership all members will comply with all such policies as the lf board of directors and or the governing board may adopt with notice to members b each platinum member will be entitled to appoint a representative to the governing board each such representative a platinum representative and any committee the number of platinum members shall be defined as the representative limit the representative limit will change from time to time when the number of platinum members changes each platinum member may at any time and from time to time remove without cause and replace its platinum representative and any representative of such platinum member to any committee the term of each platinum representative shall continue until the death resignation or removal with or without cause of the platinum representative by the platinum member that appointed the platinum representative or the termination of the membership of the platinum member that appointed such platinum representative c the gold members will annually as a class elect the same number of representatives to the governing board each such representative a gold representative as the representative limit provided that in the event that the representative limit is reduced or increased due to a decrease or increase in the number of platinum members during the course of the calendar year the term of any incumbent gold representative shall not be shortened thereby and the corresponding reduction or increase in the total number of gold representatives shall not occur until the next annual election in the case of the death resignation removal or other vacancy of any individual gold representative the gold member that appointed such gold representative may designate a replacement for the balance of such individual gold representative s term d the associate member category of membership is limited to associate members of the linux foundation the governing board may set additional criteria for joining the directed fund as an associate member if the associate member is a membership organization associate membership in the directed fund does not confer any benefits or rights to the members of the associate member e the governing board will maintain an oif individual member participation program the oif individual member program for individuals who contribute to or support any technical project or participate in any activity of the openinfra foundation each such individual who has joined the oif individual member program an oif individual member oif individual members are not members of the directed fund but receive those benefits as specified herein in the oif individual member program and in the trademark policy during the term of their membership all oif individual members will comply with all such policies as the governing board may adopt with notice to oif individual members f oif individual members will annually as a class elect the same number of representatives to the governing board each such representative an oif individual member representative as the representative limit provided that in the event that the representative limit is reduced or increased due to a decrease or increase in the number of platinum members during the course of the calendar year the term of any incumbent oif individual member representative shall not be shortened thereby and the corresponding reduction or increase in the total number of oif individual member representatives shall not occur until the next election in the case of the death resignation removal or other vacancy of any oif individual representative the vacancy may be filled by a majority vote of the remaining oif individual representatives g procedures for elections of gold representatives and oif individual member representatives as well as eligibility requirements for nominees for oif individual member representatives will be documented under an election procedures policy which will be maintained on the web site of the directed fund h members will be entitled to i participate in directed fund general meetings initiatives elections or appointments as applicable events and any other activities and ii identify themselves as members of the openinfra foundation supporting the openinfra foundation community as described in the trademark policy as defined in section 7 below 3 governing board a the governing board voting members will consist of i one representative appointed by each platinum member ii gold representatives and iii oif individual member representatives b only one member that is part of a group of related companies as defined in section 5 may appoint or nominate for a membership class election a representative on the governing board unless otherwise approved by the governing board no single member company or set of related companies will be entitled to i appoint or nominate for membership class election more than one representative employed by that member its company or its set of related companies to serve at the same time on the governing board or ii have more than three representatives including having employees who are oif individual member representatives serving at the same time on the governing board i please note that it will be acceptable for one member to appoint or nominate a representative to the governing board and have up to two of its or any related company s employees serve as oif individual member representatives c conduct of meetings i except for executive sessions and as deemed necessary by the governing board the governing board will i conduct all of its meetings in whole or in part via remote teleconference or other electronic means and permit observation of those meetings by the public via such remote teleconference or other electronic means and ii publish minutes of the meeting of the governing board ii governing board meetings follow the requirements for quorum and voting outlined in this charter the governing board may decide whether to allow named representatives one per member per governing board and per committee to attend as an alternate iii the governing board may invite guests to participate in consideration of specific governing board topics but such guests may not participate in any vote on any matter before the governing board d officers i the officers officers of the directed fund to be elected at the first meeting of the governing board will be a chairperson chair and a treasurer additional officer positions may be created by the governing board the chair must be a voting member of the governing board ii the chair or other member of the governing board elected as a vice chair will preside over meetings of the governing board the chair will manage any day to day operational decisions and will submit minutes for governing board approval iii the treasurer will assist in the preparation of budgets for governing board approval monitor expenses against the budget and authorize expenditures approved in the budget e the governing board will be responsible for overall management of the directed fund including i approving a budget directing the use of funds raised by the directed fund from all sources of revenue ii nominating and electing officers of the directed fund iii determining the processes to guide the lifecycles of technical projects including evaluation of the structure and procedures of the general and technical management of each technical project iv overseeing all directed fund business and community outreach matters and work with the lf on any legal matters that arise v adopting and maintaining policies or rules and procedures for the directed fund subject to lf approval vi establishing advisory bodies committees programs or councils to resolve any particular matter or in support of the mission of the directed fund and or its technical projects including in support of end users and ambassadors for the technical projects vii establishing any conformance programs and solicit input including testing tools from the applicable governance body of any technical project for defining and administering any programs related to conformance with any technical project each a conformance program viii budgeting for the filing and enforcement of trademarks of the directed fund and or any technical project ix publishing use cases user stories websites and priorities to help inform the ecosystem and technical community x approving maintaining and updating the election procedures policy document and overseeing matters with respect to elections and officer positions of the directed fund and xi voting on all decisions or matters coming before the governing board 4 voting a quorum for governing board and committee meetings will require at least fifty percent of the total number of platinum gold and oif individual representatives each a voting representative if advance notice of the meeting has been given per normal means and timing and quorum is not met the meeting may be held for discussion purposes only and no decision made or other action taken at the meeting b each voting representative will have one vote on each matter submitted for a vote c ideally decisions will be made based on consensus except as provided in section 12 a or elsewhere in this charter decisions by vote at a meeting will require a simple majority vote of the voting representatives present provided quorum is met at both the time the meeting is declared open and the time that the vote is taken except as provided in section 12 a or elsewhere in this charter decisions by electronic vote without a meeting will require a majority of all voting representatives d in the event of a tied vote at a governing board meeting with respect to an action that cannot be resolved by the governing board the chair may refer the matter to the lf for assistance in reaching a resolution if there is a tied vote in any committee meeting that cannot be resolved the matter may be referred by the committee chair to the governing board for resolution 5 subsidiaries and related companies a definitions i subsidiary means any entity in which a member owns directly or indirectly more than fifty percent of the voting securities or membership interests of the entity in question ii related company means any entity which controls or is controlled by a member or which together with a member is under the common control of a third party in each case where such control results from ownership either directly or indirectly of more than fifty percent of the voting securities or membership interests of the entity in question and iii related companies are entities that are each a related company of a member b only the legal entity which has executed a participation agreement and its subsidiaries will be entitled to enjoy the rights and privileges of such membership provided however that such member and its subsidiaries will be treated together as a single member c if a member is itself a foundation association consortium open source project membership organization user group or other entity that has members or sponsors then the rights and privileges granted to such member will extend only to the employee representatives of such member and not to its members or sponsors unless otherwise approved by the governing board in a specific case d directed fund membership is non transferable non salable and non assignable except that a member may transfer its current membership benefits and obligations to a successor to substantially all of its business or assets whether by merger sale or otherwise provided that the transferee agrees to be bound by this charter and the bylaws and policies required by lf membership 6 good standing a the linux foundation s good standing policy is available at https www linuxfoundation org good standing policy and will apply to members i e platinum gold silver and associate members of the directed fund 7 trademarks a any trademarks relating to the directed fund or the technical projects including without limitation any mark relating to any conformance program must be transferred to and held by lf projects llc or the linux foundation and will be made available for use pursuant to the trademark usage policy available at https openinfra org legal trademark policy the trademark policy 8 antitrust guidelines a all members must abide by the linux foundation s antitrust policy available at http www linuxfoundation org antitrust policy b all members must encourage open participation from any organization able to meet the membership requirements regardless of competitive interests put another way the governing board will not seek to exclude any member based on any criteria requirements or reasons other than those that are reasonable and applied on a non discriminatory basis to all members 9 budget a the governing board will approve an annual budget and never commit to spend in excess of funds raised the budget and the purposes to which it is applied must be consistent with both a the non profit and tax exempt mission of the linux foundation and b the aggre...