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Board Member Agreement

by Free Software Foundation Contributions Published on Dec 16, 2021 01:39 PM

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:

  1. I understand that I have a fiduciary duty to give reasonable care and attention to my responsibility in providing organizational oversight.

  2. 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.

  3. 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.

  4. I will help develop and oversee the strategy, goals and good governance of the Free Software Foundation's efforts.

  5. 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.

  6. 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.

  7. 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.

  8. I will participate actively and visibly in encouraging people to become associate members of the FSF, and in membership drives.

  9. 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.

  10. 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.

  11. 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.

  12. 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.

  13. I will actively participate in an annual performance evaluation of the Executive Director.

  14. 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.

  15. 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.

  16. 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.

  17. 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.

  18. I will actively promote the Free Software Foundation and encourage and support its staff.

  19. I will attempt to respond promptly to staff and board communication. I will attempt to fulfill commitments within agreed-upon deadlines.

  20. 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.

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