Board of Directors Operations and Code of Ethics

Board of Directors Operations and Code of Ethics

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The AlmaLinux OS Foundation Board of Directors will operate using the following guidance and accountability. 

Code of Ethics

The nature of humans requires us to act very intentionally, and to hold ourselves to the highest level of integrity. Pursuant to that goal, this document aims to outline ethical guidance for the members of the board, and acts as a commitment from the board to the open source community at large.

1. Honesty First

2. The key thing in this team is trust, and that requires honesty, both in word and deed. No one is asking you to share trade secrets or reveal your innermost desires, but subterfuge and manipulative tactics have no place in a group of humans moving toward a common goal. those undermine the very fabric of open source. 

3. Foundation First

4. By its nature, every member will have a vested interest in AlmaLinux. This is expected, desirable and in no way disqualifying. But every member is expected to put the Foundation first when acting in any role representing or managing the Foundation. 

5. Respectful dissent

6. We are all leaders in our specific parts of the world, and we will absolutely disagree on the best course forward at times. Working through those moments with respectful, open, and honest discussion about how we arrived at those conclusions will ultimately lead to us always taking the best path forward. 

7. Constructive dissension, unified action

8. Our hope when presented with any question, is to reach consensus through constructive disagreement and discussion. When consensus cannot be reached, we agree to accept the resulting decision. Once a decision is made, we as a board will move forward with that decision as a single, unified unit.

Position Descriptions

The Board of Directors is charged with the ongoing oversight and direction of the AlmaLinux OS Foundation while it shepherds the AlmaLinux OS for its community. It is important that these roles be specifically defined, so each person involved knows what they are committing to when they accept a position on the board. 

Director, AlmaLinux OS Foundation Board of Directors

Each director serves as a representative of the AlmaLinux OS community. The members should be actively aware of the things going on in their industry or area of expertise, and be able to provide direction and feedback to the organization as a whole. Strong, consistent participation from board members is critical to our success.

Each director is responsible for:

• Knowing and keeping informed about the organization’s mission, programs, policies, and needs, as well as issues and trends that affect the organization. 

• Maintaining confidentiality on all internal organizational affairs.

• Actively and regularly participating in ongoing actions around AlmaLinux OS Foundation, for example 

• Preparing for meetings by reviewing the agenda and supporting documentation ahead of the meeting.

• Attending board meetings and participating actively and conscientiously.

• Attending sponsor/backer calls and participating in fundraising events.

• Participating in building budgets and making business decisions.

• Contributing to the development of policies and strategic plans.

• Understanding the organization’s financial affairs and ensuring fiduciary responsibilities are met.

• Helping to ensure the organization complies with legal requirements.

Chair, AlmaLinux OS Foundation Board of Directors

The Chair is elected by the Board of Directors, and serves as the leader for the Board of Directors. This person serves as a central contact point for all board members on any foundation-related issues, acts as a trusted advisor to the President of the AlmaLinux foundation as they implement any strategic plans, and ensures the integrity of the board’s governance.

The responsibilities of the chair include the responsibilities of a board member, and…

• Ensuring the Board of Directors meets regularly to address Foundation business.

• Ensuring the agenda for each meeting is set in a timely manner, excludes any topics that aren’t appropriate, and includes all pieces of business that are.

• Participating in public relations and outreach events as needed.

• Assists in building brand awareness with industry leaders.

• Ensuring the foundation consistently performs fundraising and sponsors recruiting.

Transitioning between boards

After an election is held, there is a necessary overlap between the existing board and the incoming board, to facilitate communication of existing goals, projects, and documentation accesses. There will be at least one board meeting with all new and current board members to discuss the transition between boards. Additional meetings outside of the full board will likely be necessary to hand things off appropriately, and will be arranged as needed by the folks in question.

• All outgoing board members will come to their final board meeting with a list of current responsibilities that need to be handed off, and all details associated with those responsibilities. 

• All incoming board members will come to their first meeting anticipating taking on responsibilities from the existing board members.

Adopted by the board: Jan 10, 2023