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Dear Ruben Safir,

As you know, one of the priorities of the Free Software Foundation
(FSF) board of directors in the coming weeks is to strengthen the Foundation's
governance structure. To that end, I wanted to share with you the
answers to frequently asked questions about this initiative. This
document is available at
https://www.fsf.org/news/fsf-board-frequently-asked-questions-faq
and will be updated, as needed, as this project progresses.

Answers to frequently asked questions about FSF governance

What are the responsibilities of a member of the FSF board?

The responsibilities of FSF board members are described at
https://www.fsf.org/about/the-role-of-the-fsfs-board-of-directors.

The board of directors does not usually deal with the everyday work of
the FSF, focusing instead on the long-term direction and financial
stability of the Foundation, as well as the appointment of the
officers.

In addition, members of the board do not speak for the board or for
the FSF. Outside of the deliberations of the board, they are private
citizens. The right to speak for the Foundation is reserved to the
president of the FSF and other FSF officers, such as the executive
director.

When the board does make statements, each statement is carefully
deliberated. No one member has this individual authority.

What differentiates board members and voting members in FSF governance?

Voting member meetings are separate from board meetings. Voting member
meetings normally discuss only who should be on the board. They do not
take up the issues that come before the board itself.

The original reason for the voting members is historical. When the
Foundation was formed in 1985, the founders were advised that, to
qualify for a tax exemption, board members should not be chosen solely
by other board members. Legal counsel advised the founders that there
should be two bodies with some overlap, one being the active board and
the other being a body that appointed the active board.

Governance standards have since changed, and this structure is no
longer required. As part of the effort to improve FSF governance, the
board can consider possible changes to this overall structure.

The FSF voting members, as of April 28, 2021, are the current
directors (Odile Bénassy, Ian Kelling, Geoffrey Knauth, Henry Poole,
Richard Stallman, and Gerald Sussman) and one former board member,
Alexandre Oliva.

How long is the term of a board member?

There is no formal term limit for a board member. Board members are
evaluated by the voting members at regular intervals, and occasionally
by the other directors. From time to time, voting members have removed
board members. Board members may resign from the board if they find
participation on the board stressful, or if they have a conflict of
interest, or for other more personal reasons.

Is there any compensation involved for board members?

Board members are not compensated for their work as board members.
They serve as volunteers. They may occasionally be reimbursed for
expenses incurred while doing their work for the FSF.

What are the goals of the board's effort to rewrite the FSF's bylaws?

Mission integrity is the key reason. Board members agree that the
bylaws need to be written in a way that ensures that user freedom
cannot be compromised by changes in the board, members, or hostile
courts. Of particular concern is the future of the various GNU General
Public Licenses (GPL).

Secondarily, the board agrees on the need to strengthen our board
evaluation procedure as we recruit new members. The bylaws also need
to change to codify the implementation of the staff seat, which was
created on March 25, 2021.

In addition, since the last change to the bylaws was made in 2003, the
board intends to review them and make various improvements.

Why did the FSF board recently add a union staff seat on the board?

For a long time, the staff has wanted more access to the board. In the
aftermath of the March 2021 controversy over the election of Richard
Stallman to the board, the union formally asked to have direct staff
participation. Dialogue with the staff has only reinforced the truth
that staff have great intelligence, commitment, insight, sensitivity,
skill, and relationships within the community. Creating a staff seat
on the board made eminent sense.

Why is the board seeking a consultant to help design the process for identifying and recruiting new board members?

A qualified consultant will make sure that the effort to strengthen
and modernize the board and its bylaws is transparent, thorough, and
professional. The process should be trusted by the current board,
future members, associate members, and the broader free software
movement. This is a timely and important opportunity to strengthen the
FSF’s governance structure, given that some board members are planning
to transition out of their roles.

What are the most important qualities the board is seeking in new board members?

A board member should hold true to two principles that are critically
important:

• They should be loyal to the Foundation’s firm belief that users
  are entitled to control their computing, individually and
  collectively, and therefore to control the software that does that
  computing.




• They should uphold the integrity of copyleft and the GNU licenses.
  They should 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.

Board members should steadfastly resist pressure to depart from these
two principles, 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.

Who are the current board members and officers of the FSF?

The current directors and staff can be found at
https://www.fsf.org/about/staff-and-board/.

What is the relationship between FSF and the GNU Project?

Richard Stallman announced the plan for the GNU operating system in
September 1983 with the goal of developing a self-hosting free
software operating system that could replace Unix and do all that Unix
could do. Actual development started around the start of 1984. The GNU
Project is simply the project to develop the GNU system. By mid-1985,
GNU was attracting enough interest that its advocates wanted a way to
receive donations for the GNU Project and to hold and enforce
copyrights. The Free Software Foundation formed for this purpose.

In the first decade of its existence, the Foundation directed most of
its revenue to support for the GNU Project. Now, the GNU Project's
work is done mainly by volunteers and the Foundation mostly promotes
free/libre software in other ways.

Current Foundation support for GNU includes:

• Supporting the hardware of servers used by the GNU Project, and
  administering the operating systems of some of those servers;




• Holding the GNU trademark, as well as recording, registering, and
  enforcing copyrights on GNU software and publication;




• Supporting the vitality of the GNU community, for example, by
  helping to recruit volunteers and contributors when needed;




• Promoting GNU to the public and media; and




• Ensuring that key functions are performed, on the rare occasions
  when volunteers are temporarily unable or unavailable to do them.

The Foundation is legally the publisher of GNU licenses, and
cooperates with the GNU Project on new versions of GNU licenses. The
GNU Project coordinates with the Foundation about substantive changes
to some pages in www.gnu.org. These include
pages about licenses, the definition of free software, and pages that
elaborate the philosophy.

What is the financial status of FSF?

The FSF is in good financial health. As is the case with many
organizations, the pandemic affected the FSF, impacting donors, making
it impossible to host or attend in-person events, and disrupting
operations. Fortunately, conservative financial planning over the
years provided the FSF with sufficient reserves to weather these
difficulties.

The rating organization Charity Navigator recently gave the FSF its
8th consecutive 4-star rating and, for the first time ever, a perfect
overall score:
https://www.fsf.org/news/free-software-foundation-awarded-perfect-score-from-charity-navigator-plus-eighth-consecutive-four-star-rating.

The FSF does not depend on large single sources of funding. It accepts
and appreciates support from corporations who want to give back by
contributing to the development and advocacy for free software, but
direct corporate support accounted for less than 3% of FSF revenue in
its most recently audited fiscal year.

The vast majority of FSF’s financial support comes from individuals --
many, but not all, of whom choose to become associate members. At this
moment, the FSF has more associate members than at any time in its
history.

Can the board seek advice from individuals who are not board members?

Yes, but in many cases, there are legal impediments to the board
consulting someone who is not on the board. To cite just one example,
such consultations on sensitive legal matters could lead to the loss
of attorney-client privilege.

In addition to holding a board seat, what other role or roles does Richard Stallman play in the FSF?

Richard Stallman frequently gives talks on free software, in his
personal capacity, and, when he does so, he sells merchandise from the
FSF shop, recruits volunteers for FSF and GNU, and raises donations
for FSF. He is the primary author and editor of two books sold by the
FSF.

Sincerely,

Geoffrey Knauth

President