(You can find a PDF copy of this charter on the FINOS website)
A directed fund of the Linux Foundation
Effective April 20, 2022
1) Mission and Scope of the Fintech Open Source Foundation.
a) The purpose of the Fintech Open Source FINOS Foundation (“FINOS”, or, alternatively, the “Directed Fund”) is to raise, budget and spend funds in support of various open source and/or open standards projects, including infrastructure and support initiatives related thereto (each such project, a “Technical Project”). The Directed Fund intends to: (a) promote innovation and interoperability in financial technology through industry-wide collaboration on open source software and open standards; (b) foster a vibrant technical community comprising financial technology consumers, service and solution providers, and other constituents; and (c) provide a trusted, neutral forum for community collaboration by offering an efficient, compliant open source collaboration infrastructure and transparent, community-driven technical governance. 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 will also have a Budget Committee, Technical Oversight Committee (“TOC”), Membership & Governance Committee, and other working groups, councils, committees and similar bodies (collectively, “Committees”) that may be established by the Governing Board. These committees report to the Governing Board.
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 participants in 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 Directed Fund may adopt with notice to members.
b) There will be a maximum of 19 initial representatives on the Governing Board (the “Governing Board Cap”), but the Governing Board Cap may be increased by vote of the Governing Board; provided however, that the Governing Board Cap may not exceed 27.
c) Platinum Members will be entitled to appoint a representative (each, a “Platinum Representative”) to the Governing Board. Initially there will be 10 Platinum Representatives. The number of Platinum Members will not exceed the Governing Board Cap less seven. Each Platinum Representative must be employed by a Platinum Member.
d) Gold Members, acting as a class, will be entitled to elect up to five representatives to the Governing Board (each, a “Gold Representative”), as follows: the lesser of (a) five and (b) one representative per three Gold Members. Each Gold Representative must be employed by a Gold Member.
e) Silver Members, acting as a class, will be entitled to elect one representative to the Governing Board (the “Silver Representative”). The Silver Representative must be employed by a Silver Member.
f) Unless otherwise decided by the Governing Board, Gold Representatives and Silver Representatives will be elected to serve a term of two years, or until their earlier resignation or replacement.
g) 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.
h) Members will be entitled to:
i) participate in Directed Fund general meetings, initiatives, events and any other activities; and
ii) identify themselves as members of FINOS supporting the FINOS community.
3) Governing Board
a) The Governing Board voting members will consist of:
i) the Platinum Representatives;
ii) the Executive Director (as defined herein);
iii) the TOC Chair (as defined here);
iv) the Gold Representative(s); and
v) the Silver Representative.
b) No more than two Members that are part of a group of Related Companies (as defined in Section 9) 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 two representatives for the Governing Board, or (ii) have more than two representatives on the Governing Board.
c) Conduct of Meetings
i) Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and LF staff.
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 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).
i) The officers (“Officers”) of the Directed Fund as of the first meeting of the Governing Board will be a Chairperson (“Chair”), Vice Chairperson (“Vice Chair”) executive director (“Executive Director”), Secretary, and a Treasurer. Additional Officer positions may be created by the Governing Board.
ii) The Chair and Vice Chair will preside over meetings of the Governing Board.
iii) The Executive Director will manage any day-to-day operational decisions and fulfill the duties of the Chair when the Chair is unavailable.
iv) The Secretary will keep the minutes of meetings of the Governing Board.
v) 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 to:
i) approve a budget directing the use of funds raised by the Directed Fund from all sources of revenue;
ii) nominate and elect Officers of the Directed Fund;
iii) communicate and coordinate with all Technical Project leadership;
iv) approve all Technical Projects, provided that in the case of open data and open source projects the TOC can also approve such projects as Technical Projects subject to final review by the Governing Board if so elected by the Governing Board;
v) oversee all Directed Fund business and community outreach matters and work with the LF on any legal matters that arise;
vi) adopt and maintain policies or rules and procedures for the Directed Fund (subject to LF approval);
vii) establish advisory bodies, special interest groups, 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 project;
viii) establish 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”);
ix) publish use cases, user stories, websites and priorities to help inform the ecosystem and technical community;
x) approve procedures for the nomination and election of any representative of the Gold and Silver Members to the Governing Board and any Officer or other positions created by the Governing Board; and
xi) vote on all decisions or matters coming before the Governing Board.
4) Membership & Governance Committee
a) The Membership & Governance Committee will consist of member representatives appointed by the Governing Board. Participation on the Membership & Governance Committee is voluntary, and the makeup of the Committee will be determined annually or as otherwise directed by the Governing Board.
b) The responsibilities of the Membership & Governance Committee include to advise the Governing Board on membership- and governance-related questions to be decided by the Governing Board.
c) The Membership & Governance Committee will select, from among its members, a chairperson who will call meetings, drive the agenda and communicate findings or recommendations of the Committee to the Governing Board. If no chairperson is named, the Executive Director shall act as chairperson.
5) Budget Committee
a) The Budget Committee will consist of representatives of the Governing Board that volunteer to be a named participant on the Budget Committee.
b) The responsibilities of the Budget Committee include:
i) assisting the Treasurer in preparation of annual budgets that adhere to the principles and guidelines established by the Governing Board;
ii) developing and reporting metrics for the allocation of budget in relation to meeting the priorities of the Governing Board;
iii) reviewing the progress of the Directed Fund against the annual budget;
iv) preparing forecasts for future financial needs of the Directed Fund; and
v) such other matters related to finance and the financial operation of the Directed Fund as may be directed to the Budget Committee by the Governing Board.
c) The Treasurer shall be chairperson of the Budget Committee.
6) Technical Oversight Committee
a) The role of the TOC is to facilitate communication and collaboration among the Technical Projects. The TOC will be responsible for:
i) Landscape ownership
(1) Solicit and recommend cross-project synergies;
(2) Establish technical and security standards, conventions and best practice;
(3) Provide impartial and knowledge-based input into technical disputes;
(4) Quarterly review of project health;
(5) Quarterly review of project alignment with the Directed Fund’s strategy;
(6) Evolve the overall Directed Fund’s landscape;
(7) Assist the Directed Fund in maintaining life-cycle criteria; and
(8) Assist the Directed Fund in managing life-cycle transitions.
ii) Landscape growth
(1) Review and approve contributions of open source and open data projects intended to become Technical Projects;
(2) Assist the Directed Fund in promoting new contributions of projects intended to become Technical Projects; and
(3) Assist the Directed Fund in nurturing new Technical Projects.
iii) FINOS Strategy
(1) Work with the Governing Board to identity use-cases / areas of interest for the Directed Fund;
(2) Provide strategic input based on existing landscape components; and
(3) Quarterly report to the board.
b) The voting members of the TOC consist of:
i) six representatives selected by the Governing Board; and
ii) six representatives elected by existing TOC members.
c) Members of the TOC will serve two-year terms, and the Governing Board will determine both (a) the selection process for representatives selected through Section 6.b.i. and (b) the election procedures for representatives elected through Section 6.b.ii. The Governing Board may maintain a list of requirements and qualifications required for membership in the TOC.
d) Unless otherwise authorized by the Governing Board, TOC meetings are open to the public to observe.
e) The TOC may maintain an attendance policy, and any TOC representative who fails to comply with the attendance policy may be removed by vote of the TOC or Governing Board.
f) The TOC representatives will elect a chair to preside over meetings, ensure minutes are taken and drive the TOC agenda with input from the TOC representatives (“TOC Chair”).
a) Quorum for Governing Board and Committee meetings will require at least fifty 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.
b) Ideally decisions will be made based on consensus. If, however, any decision requires a vote to move forward, the representatives of the Governing Board or Committee, as applicable, will vote on a one vote per voting representative basis.
c) Except as provided in Section 16.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.
d) In the event of a tied vote 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 decision. If there is a tied vote in any Committee that cannot be resolved, the matter may be referred to the Governing Board.
7) Subsidiaries and Related Companies
i) “Subsidiaries” 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 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.
8) Intellectual Property Policy
a) Members will comply with the Directed Fund’s Intellectual Property Policy available here: https://finos.org/governance.
9) 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 of this Directed Fund.
a) Any trademarks relating to the Directed Fund or any Technical Project, 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 http://www.lfprojects.org/trademarks/.
11) 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.
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 aggregate goals of the Technical Projects.
b) 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.
c) 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.
13) General & Administrative Expenses
a) The Linux Foundation will have custody of and final authority over the usage of any fees, funds and other cash receipts.
b) A General & Administrative (G&A) fee will be applied by The Linux Foundation to funds raised to cover Finance, Accounting, and 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.
14) General Rules and Operations. The Directed Fund activities must:
a) 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;
b) respect the rights of all trademark owners, including any branding and usage guidelines;
c) 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; and
d) operate under such rules and procedures as may be approved by the Governing Board and confirmed by The Linux Foundation.
a) This Charter may be amended by a two-thirds vote of the entire Governing Board, subject to approval by The Linux Foundation.