1) Mission and Scope of the eBPF Foundation
- The purpose of the eBPF Foundation(the “Directed Fund”) is to raise, budget and spend funds in support of various open source, open data and/or open standards projects relatingto eBPF technologies, including infrastructure and support initiatives related thereto (each project, a “Technical Project”). The governance of each Technical Project is as set forth in the applicable charter for each Technical Project.
- The Directed Fund supports the Technical Projects. Except with respect to the operation of the BSC (as defined below), 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.
- The Governing Board manages the Directed Fund. The Directed Fund will also have working groups, councils, committees and similar bodies (collectively, “Committees”) that may be established by either the Governing Board or the BSC (as defined below).
- The Directed Fund will be composed of Platinum, 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 participants in the Directed Fund, enjoy the privileges and undertake the obligations described in this Charter, as from time to time amended 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 Directed Fund may adopt with notice to members.
- Platinum Members will be entitled to appoint a representative to the Governing Board and any Committee except for the BSC or Committees established by the BSC.
- Silver Members, acting as a class, will be entitled to annually elect one representative to the Governing Board for every five Silver Members, up to a maximum of three representatives, provided that there will always be at least one Silver Member representative, even if there are less than five Silver Members. The Governing Board determines the election process.
- 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 orrights to the members of the Associate Member.
- Members will be entitled to:
- Participate in Directed Fund general meetings, initiatives, events and any other activities.
- Identify themselves as members of the eBPF Foundation supporting the eBPF Foundation community.
3) Governing Board
The Governing Board voting members will consist of:
One representative appointed by each Platinum Member.
Identify themselves as members of the eBPF Foundation supporting the eBPF Foundation community.
Only one Member that is part of a group of Related Companies (as defined in Section 6) may appoint, or nominate for a membership class election, a representative on 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 for the Governing Board, or (ii) have more than two representatives on the Governing Board.
Conduct of Meetings:
- Governing Board meetings will be limited to the Governing Board representatives, invited guests and LF staff.
- Governing Board meetings follow the requirements for quorum and voting outlined inthis 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.
- The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guest may not participate in any vote on any matter before the Governing Board).
- The officers (“Officers”) of the Directed Fund as of the first meeting of the Governing Board will be a Chairperson (“Chair”) and a Treasurer. Additional Officerpositions may be created by the Governing Board.
- The Chair will preside over meetings of the Governing Board, manage any day-to-day operational decisions, and will submit minutes for Governing Board approval.
- 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.
The Governing Board will be responsible for overall management of the Directed Fund, including:
- Create Committees of the Governing Board.
- Approve a budget directing the use of funds raised by the Directed Fund from all sources of revenue.
- Nominate and elect Officers of the Directed Fund.
- Except for those matters that are the responsibility of the BSC, oversee all Directed Fund business matters and work with the LF on any legal matters that arise.
- Adopt and maintain policies or rules and procedures for the Directed Fund (subject toLF approval).
- Approve procedures for the nomination and election of any representative of the Silver Members to the Governing Board and any Officer or other positions created by the Governing Board.
- Vote on all decisions or matters coming before the Governing Board.
4) eBPF Steering Committee (“BSC”)
- The role of the BSC is to facilitate communication and collaboration among the Technical Projects. The BSC will be responsible for:
- Coordinating collaboration among Technical Projects, including development of an overall technical vision for the community.
- Making recommendations to the Governing Board of resource priorities for TechnicalProjects.
- Defining the minimal requirements of eBPF runtime projects and “eBPF Projects.
- Communicating on behalf of the eBPF community.
- Establishing and overseeing committees focused on driving the mission of the eBPF Foundation including eBPF community events.
- Creating, maintaining and amending project lifecycle procedures and processes
- Such other matters related to the technical role of the BSC as may be communicated to the BSC by the Governing Board.
- The voting members of the BSC consist of:
- Two representatives (the “Kernel Representatives”) from the group of eBPF Linux kernel maintainers (as specified in the maintainer file). The Kernel Representatives will not be employed by the same Company or by Related Companies.
- One representative (each a “eBPF Runtime Representative”) for each additional open-source eBPF runtime implementation. Each eBPF Runtime Representative will be nominated and elected by the applicable oversight body of each eBPF runtime, with nominations and elections subject to approval by the BSC. Nominees need to be active contributors to the applicable eBPF runtime.
- Up to two representatives (“Additional Project Representatives”) from additional open source projects that are important to the eBPF ecosystem, as determined by the BSC. Each Additional Project Representative need to be an active contributor to one of these additional projects. The Additional Project Representatives will not be employed by the same Company or by Related Companies. Each Additional Project Representative must be nominated and elected by the BSC. There can be at most two representatives on the BSC employed by the same company or by Related Companies. While normally members will serve two-year terms, the BSC will set initial term length so as to stagger elections.
- One representative of any Member may observe meetings of the BSC. Any committers from a BSC Project may observe meetings of the BSC. The BSC may change this at any point in time, including: (a) opening meetings to a broader community; (b) holding closedmeetings; and (c) holding meetings open to the public.
- The BSC may approve a project lifecycle policy that will address the incubation, archivaland other stages and requirements of Technical Projects.
- The BSC representatives will elect a chair to preside over meetings, ensure minutes are taken and drive the BSC agenda with input from the BSC representatives.
- Quorum for Governing Board, BSC and other Committee meetings will require at least sixty percent of the voting representatives. If advance notice of the meeting has been given per normal means and timing, the Governing Board may continue to meet even if quorum is not met, but will be prevented from making any decisions at the meeting.
- Ideally decisions will be made based on consensus. If, however, any decision requires a vote to move forward, the representatives of the Governing Board, BSC or Committee, asapplicable, will vote on a one vote per voting representative basis.
- Except as provided in Section 13.a. or elsewhere in this Charter, decisions by vote at a meeting will require a simple majority vote, provided quorum is met. Except as provided in Section 16.a. or elsewhere in this Charter, decisions by electronic vote without a meeting will require a majority of all voting representatives.
- In the event of a tied vote with respect to an action that cannot be resolved by the Governing Board, BSC or other Committee, the Chair (in the case of the Governing Board or BSC) or a Committee member (in the case other Committees) may refer the matter to the Governing Board or BSC in the case of a Committee or in the case of the Governing Board or the BSC, the LF for assistance in reaching a decision.
6) Subsidiaries and Related Companies
- “Subsidiaries” means any entity in which a Member owns, directly or indirectly, morethan fifty percent of the voting securities or membership interests of the entity in question.
- “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.
- “Related Companies” are entities that are each a Related Company of a Member.
- 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.
- 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-representativesof such Member, and not to its members or sponsors, unless otherwise approved by the Governing Board in a specific case.
- Directed Fund Membership is non-transferable, non-salable and non-assignable, except a Member may transfer its current Membership benefits and obligations to a successor of 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.
7) Good Standing
- The Linux Foundation’s Good Standing Policy is available at www.linuxfoundation.org/good-standing-policy and will apply to Members of thisDirected Fund.
- Any trademarks relating to the Directed Fund or the Technical Projects1, 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 available for use pursuant to LF Projects, LLC’s trademark usage policy, available at www.lfprojects.org/trademarks.
9) Antitrust Guidelines
- All Members must abide by The Linux Foundation’s Antitrust Policy available at www.linuxfoundation.org/antitrust-policy.
- 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.
- 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 aggregate goals of the Technical Projects.
- The Linux Foundation will provide the Governing Board with regular reports of spend levels against the budget. Under no circumstances will The Linux Foundation have any expectation or obligation to undertake an action on behalf of the Directed Fund or otherwise related to the Directed Fund that is not covered in full by funds raised by the Directed Fund.
- In the event an unbudgeted or otherwise unfunded obligation arises related to the Directed Fund, The Linux Foundation will coordinate with the Governing Board to address gap funding requirements. For clarity, a project that the BSC determines qualifies as a “eBPF Project” but that is not otherwise hosted or supported by the Linux Foundation is not required to transfer its trademark in order to qualify as a “eBPF Project”.
11) General & Administrative Expenses
- The Linux Foundation will have custody of and final authority over the usage of any fees,funds and other cash receipts.
- A General & Administrative (G&A) fee will be applied by The Linux Foundation to funds raised to cover membership records, finance, accounting, and human resources operations. The G&A fee will be 9% of the Directed Fund’s first $1,000,000 of gross receipts each year and 6% of the Directed Fund’s gross receipts each year over $1,000,000.
12) General Rules and Operations
- The Directed Fund activities must:
- Engage in the work of the project in a professional manner consistent with maintaining a cohesive community, while also maintaining the goodwill and esteem of The Linux Foundation in the open source community.
- Respect the rights of all trademark owners, including any branding and usage guidelines.
- Engage or coordinate with The Linux Foundation on all outreach, website and marketing activities regarding the Directed Fund or on behalf of any Technical Project that invoke or associate the name of any Technical Project or The Linux Foundation.
- Operate under such rules and procedures as may be approved by the Governing Board andconfirmed by The Linux Foundation.
- This Charter may be amended by a 70% vote of the entire Governing Board and BSC, subject to approval by The Linux Foundation.