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| title: "Board of Directors" |
| title_lead: Structure and Policies |
| layout: aside |
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| **This document is a work in progress.** |
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| The board consists of 8-11 members, tasked with the oversight of the CentOS Project as a whole. The current membership of the board shall be published on the CentOS Website, and in the Board git repository. |
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| The Board will evaluate new SIG proposals, and determine whether a SIG is a good fit for the CentOS Project. They will work with the Red Hat Liaison to ensure that SIGs are not created that cause a direct conflict with Red Hat business interests. Once a SIG is approved, The Board will work with the SIG to ensure that it is operating according to the principles of the CentOS Project, until such time as it reaches maturity and is self-governing. The Board’s role in SIGs is discussed in greater detail in the section ‘Special Interest Groups’, below. |
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| Directors are the leaders of the community, both internally, and in the eyes of the public. Directors are expected to represent the consensus of the CentOS Project, and the Board as a whole, when they speak externally, especially to the press, at events, or in other public statements. |
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| Directors will attend Board meetings. It is understood that life may sometimes intervene and make this impossible. However, directors are expected to make every reasonable effort to attend all meetings. Additionally, directors may occasionally be asked to respond on shorter notice to Board business, either via email, or in impromptu meetings. They are expected to make every reasonable effort to do so in a timely manner. If a director expects to be absent at a meeting where a major decision is to be made, they are responsible for indicating their position via email, or by designating a proxy for their vote. |
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| Directors are expected to consider, and respond to, email sent to the board mailing list(s) in a timely manner, so that issues raised between meetings can be addressed without the community having to wait for another meeting. However, it’s important to remember that this is a volunteer position, and it is always understood that other things (family, job, vacation time) take precedence sometimes. |
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| Directors are expected to subscribe to, and periodically check on new issues raised on the Board issue tracker - https://git.centos.org/centos/board/issues - which is the primary way that the community raises issues to the Board. |
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| While SIGs and other parts of the community are expected to be largely self-governing, the Board serves as the final point of appeal for any disagreements or conflicts that arise in other parts of the community. |
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| The CentOS Governing Board is the governing body responsible for the overall oversight of the CentOS Project, CentOS Linux and CentOS Stream, and Special Interest Groups (SIGs). They are responsible for creation of new SIGs, and the election (and re-election) of board members. |
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| The Board is responsible for managing the relationship with Red Hat, and, more specifically, the Red Hat Enterprise Linux (RHEL) team and Community Platform Engineering (CPE). |
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| Term |
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| The term of board shall be 12 months. There are no limits on the number of terms that an individual director can serve. However, the 12 month cadence allows board members to commit to a short term of service, and reevaluate their availability and interest at regular intervals. |
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| In order to ensure that, at most, half of the board is replaced at any one time, the Board will be divided into two cohorts, which will be staggered by six months, such that half of the board members are either reconfirmed, or replaced, every six months. This is done in order to ensure continuity of knowledge, even if a majority of the board turns over in a given term. |
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| The Board Chair will be responsible for ensuring that this is on the agenda at six month intervals, or as soon thereafter as scheduling is possible, and that a nomination period is announced prior to this meeting, in the event that there are directors stepping down. (See also, “[Mid-term appointments]( |
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| The CentOS Community (specifically, the centos-devel mailing list) will be asked for nominations, 31 days prior to a board meeting in which directors will be appointed. At this time, the board will determine how many seats will be available, based on whether any directors are stepping down, and how many seats, total, the board wishes to have on the next board. |
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| It is important to remember that the Board selects directors, and that the decision is made by the sitting board, not by the larger community. |
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| Suggested names shall be collected, and presented to the board for deliberation and voting. |
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| Directors will typically be nominated based on their merit in the community. This includes, but is not limited to, active participation in the CentOS Project, and a clear understanding of project goals and governance. The community may decide, however, to nominate an “outsider”, if they believe that the new perspective of a potential candidate will be in the best interests of the project. |
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| In the event that the number of active directors drops below the minimum number, due to a director leaving the board for whatever reason, the board shall replace that seat by holding an out-of-schedule appointment, using the usual process defined above, in order to retain the desired number of seats. |
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| A director may also, at any time, resign for reasons of their own, without being expected to provide a reason either to the board or the larger community, as this is a volunteer position. They are requested to provide a 30 day notice of such resignation if this is at all possible. |
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| Named roles |
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| The CentOS Governing Board shall include three named roles: a Chair, a Secretary and a Liaison, which shall be present at all times on the Board. The Board is responsible for appointing one Board member as Chair. Red Hat is responsible for appointing the Liaison role to a Board member, who must be a Red Hat employee. The Board will determine a Secretary from among its members. Any given individual may serve in only one of these positions. |
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| In addition to these named Board roles, Red Hat may provide a full-time Community Architect to the project. The Community Architect has a standing invitation to all board meetings, and to the board mailing list. |
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| These four roles are discussed in greater detail below. |
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| At the beginning of each term, a Secretary shall be selected for that term. The Secretary may be a director, but this is not required. A Secretary selected from outside of the directors need only be someone that the directors all trust to keep confidentiality of meeting details when necessary. |
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| The Secretary’s responsibilities shall be as follows. |
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| The Secretary will schedule meetings at times agreed upon by the directors, will announce these meetings to attendees at least a week in advance of the meeting, and will provide invited attendees with the agenda for the meeting. (Meetings are typically held on the Second Wednesday of each month, but this may be changed at the desire of the directors.) |
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| The Secretary will determine when quorum has been reached, and advise the Chair of such, so that meetings may be called into session. They will note what directors are present and absent, and when directors arrive late or leave early, so as to track who was involved in which parts of the discussion. |
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| The Secretary will act as the Chair, in the absence of the Chair, or delegate this role to another attendee selected from the directors or other roles named in this document. |
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| The Secretary will take minutes during the meeting, and, upon approval of the board, publish those minutes to a public location such as the CentOS Blog, for inspection by the community. Minutes shall also be stored in git.centos.org/centos/board for permanent archival. |
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| Between meetings, the Secretary will collect items for the next meeting’s agenda. |
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| The Community Architect serves as an ex-officio member of the board of directors - that is, attends board meetings and may speak on issues there, but does not have a vote on Board matters. |
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| The Community Architect’s primary responsibility is to be the voice of the CentOS Community, to the Board of Directors, to the world at large, and to Red Hat. In this last regard, the Community Architect serves as the counterpart to the Red Liaison. Specifically, the Community Architect does not represent Red Hat’s interests to the community, the board, and the world. |
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| The Community Architect is an employee of the Open Source Program Office at Red Hat. |
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| The Community Architect’s day to day responsibilities include, but are not limited to: |
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| * Chairing the Promo SIG, and, specifically, running events on behalf of the CentOS Community |
| * Primary editor/publisher of the monthly community newsletter |
| * Representing the interests of the community, and the SIGs, to the Board of Directors, and advocating for the complaints of these constituents |
| * Managing the budget provided by Red Hat OSPO, for the benefit of the community |
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| The Board of Directors may, at any time, petition the Red Hat OSPO to replace or remove the Community Architect for dereliction of duty, violation of the Code of Conduct, or other reasons agreed upon by the Board and presented to the CA’s management. |
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