The Linux Foundation changes its bylaws

The Linux Foundation's board of directors is not usually a hotbed of controversy; for the most part it does its work in the background, quietly going about the business of directing the non-profit organization. In mid-January that all changed. The bylaws that governed how some at-large board seats were allocated were changed, which caused quite an uproar within the Linux world. While there is speculation about the motive for the change—as well as an official statement of sorts—it certainly seems like the whole thing could have been handled a lot better.

Until the change, which was made on January 14, two of the Linux Foundation (LF) board's "at-large" directors were elected by the individual (as opposed to corporate) members of the LF. Those seats were filled by Bdale Garbee and Larry Augustin (and still are, the board re-appointed them to the seats after the bylaw change). A third community representative comes from the Technical Advisory Board (TAB), which is comprised of kernel developers who are elected at the annual Kernel Summit. The TAB chair has traditionally been added to the LF board and that is the case now, with Grant Likely serving as the TAB representative to the board.

Out of sixteen members, the LF board has three that are meant to represent the community, while the rest are made up of representatives of the companies that have joined the foundation. As pointed out by Matthew Garrett, the LF board changed its bylaws, quietly, to remove the possibility of directly electing the two at-large seats. In addition, the $99/year "individual member" option was quietly switched to an "individual supporter"—with all mention of running for and electing seats on the board removed.

Garrett's speculation was that the move was precipitated by Karen Sandler's candidacy for the LF board. Sandler, who is the executive director of the Software Freedom Conservancy (SFC) actually announced that she was running back in September. The changes to the LF individual member/supporter program and to the bylaws all took place in that time frame, which Garrett said "may be coincidental", but it didn't really look that way to him. To his eye, it seemed that the GPL-enforcement suit that SFC is funding against LF-member VMware made the LF "willing to throw out any semblance of community representation just to ensure that there was no risk of someone in favour of GPL enforcement ending up on their board".

That posting set off quite a firestorm on Garrett's blog, here at LWN, and elsewhere. As with many controversies in our community, the comments ranged from sober analysis to intemperate rants to outright trolling. On reddit, Greg Kroah-Hartman (who works for the Linux Foundation, but was not commenting on its behalf) replied to the uproar at some length. He noted that electing board seats from the general membership is not common for non-profits. Furthermore:

The speculation about two HP board seats may be part of the equation, but the fact that the board re-appointed Garbee is then a bit puzzling. Garbee is far more than just his HP affiliation, however, having been a part of the Debian project for many years (including as Debian project leader and chair of its technical committee along the way). But there is also the question of how these actions could be taken without any notice to the community, before or after the changes were made. In the reddit comment exchange with Garrett, Kroah-Hartman said that is simply the way boards normally operate:

But Garrett disagreed:

LF executive director (and board member) Jim Zemlin weighed in with a blog post that echoed some of what Kroah-Hartman said:

Zemlin also decried some of the comments about Sandler that were cropping up in various online forums. While many of those comments are certainly deplorable (as well as inaccurate and irrelevant), Zemlin focused mainly on that and did not directly address much of what Garrett (and others) have alleged.

Further inquiries about the vote and the reasons behind it have largely been met with silence. When asked in email, Likely deferred any questions (including how he voted) to Zemlin, who has not responded to an email inquiry. Also in email, Garbee said that he voted against the proposal to eliminate the elections; so far, Augustin has not responded.

The LF is a non-profit, but not a charity. It is, instead, a US 501(c)(6) corporation that is organized as a consortium for the benefit of its members. For the most part, those are Linux-oriented companies. The bylaws state: "The purposes of this corporation include promoting, protecting, and standardizing Linux and open source software." Those are all laudable goals, of course, but Linux is far larger than simply the companies that have chosen to join the LF.

One could imagine that the board members (and the companies they represent) were a little nervous about some kind of activist (whether it be Sandler or someone else) getting elected to the board. GPL-enforcement activism may well be part of that concern, but there could be other factors at play here too.

There seems to be something of a veil of secrecy around the board's activities; there appear to be no published minutes from the meetings, for example. That secrecy might not be honored by some potential board members (though Sandler would not seem likely to be one of those). It is not clear, exactly, what the board might be doing that requires such secrecy (especially with regard to open source), but that is traditionally how boards operate. Being able to ensure that it can do its work quietly in the background may be one of the prime motivations for this change.

Given the level of secrecy, the community representation does not really amount to all that much in some ways. One hopes and believes that those representatives are voting and contributing for the benefit of the community, but we don't have any direct way of knowing that. We do know that the LF has done lots of good things for Linux from funding developers and their travel to the Core Infrastructure Initiative and running kernel.org—and plenty more. The board has undoubtedly had a good deal of influence on that. One can quibble with some of its decisions, projects, and programs, but the LF has also been a strong, capable advocate for the advancement of Linux over the years.

It should also be noted that $99 per vote to elect the at-large board members is hardly the right mechanism to get community members onto the board. That kind of system can be too easily gamed, for one thing. But it did at least give the appearance of a way for those outside of the member companies to influence the direction of the LF. On the other hand, having the board self-select those community representatives, as it appears it will be now, is not a particularly good option either.

In the end, though, the LF is set up by and for its members and they can certainly do whatever they want in terms of seats on the board. In some sense, it was the illusion that the seats could be elected "by the community" that was lost, thus the outcry. In the end, at-large seats were always subject to the rest of the board's approval, but removing a duly elected board seat would have been even more unpopular than this move has been.

Thinking that these changes would be able to "fly under the radar", however, seems like a serious miscalculation. Many readers may not have been LF members, thus were not truly affected by the change, but still felt disenfranchised by it. The appearance that the board is "circling the wagons" against community participation is probably not accurate, exactly, but is still strongly felt in many quarters.

One cannot go long at an LF event without hearing the word "collaborate"; this would have seemed like an opportunity to do just that. Perhaps this proposal came out of the blue and was quickly approved, but that does not seem all that likely. Before making these kinds of changes, explaining the problem and looking for solutions with the community would seem a more sensible approach. The logistics would be tricky, perhaps, and there might still be some loud voices expressing displeasure, but collaboration is not necessarily easy. Perhaps the board will look at better ways of somehow enfranchising "the community" to represent its interests within the LF down the road.