Proposal for legal improvement of FSF (Free Software Foundation)

From Sun Mar 28 08:55:29 2021
Date: Sun, 28 Mar 2021 08:55:29 +0300
From: Jean Louis 
Cc:, Richard Stallman 
Subject: Director Transparency Engagement
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Dear FSF,

This email has been sent in somewhat different form to RMS on October
12, 2019. As you are now about to change by-laws, I think that the
information here may be relevant to straighten the FSF as nonprofit
corporation for the future.

I have been working as corporate registration provider since 2002, and
have incorporated hundreds of profit and some nonprofit corporations
for people all around the world in various jurisdictions.

In my opinions there is duty for RMS and FSF board to ensure the
future of its FSF mission, its FSF goals, then the support of the GNU
Project, and its (FSF) campaigns.

Purpose of this email is to point out to weak elements in legality of
the FSF that can be improved by adopting new well defined purposes,
legally adopted fundamental principles for FSF, chosing of board
members, and conflict resolution.

The Articles of Foundation have been published on this page: -- not sure if link works.

Articles of Incorporation of FREE SOFTWARE FOUNDATION, INC.:


The Articles of Incorporation are mentioning that the purposes of the
corporation are formed as follows:

The corporation is formed for literary, educational, and charitable
purposes with the special purpose of i) encouraging, fostering, and
promoting the free exchange of computer software and information
related to computers and other technology; ii) distributing and
disseminating software and information related to computers and other
technology; and iii) increasing the public's access to computers and
other technology devices.


They are vaguely written. The purposes do not mention "free software"
neither free software freedoms. It does not mention any difference in
proprietary software, it mentions free exchange of computer software.

The message on the FSF website is: "The Free Software Foundation (FSF)
is a nonprofit with a worldwide mission to promote computer user
freedom. We defend the rights of all software users."

That message is not aligned with purposes of corporation.

Does it matter effectively? It does matter, as purposes as in the
Articles of Incorporation shall be aligned with what the corporation
is actually doing.

Purposes do not mention any "freedom", while FSF does have real
purpose of "freedom".

Authority to establish a corporation comes from the US constitution,
and/or Constitution of Commonwealth of Massachusetts.

Then comes the General Laws of the Commonwealth of Massachusetts
relating to non-profit corporations.

Further authority for the FSF is given by its founder who has set the
corporation's purpose.

After articles have been laid out, the corporation is free to
establish its own by-laws:

The FSF page: says: "The FSF maintains
historic articles covering free software philosophy and maintains the
Free Software Definition—to show clearly what must be true about a
particular software program for it to be considered free software." --
and in that regard I hope that it will remain apolitical, not
political for anything but free software politics and human rights in

Review the Articles of Incorporation together with the lawyer, get a
true legal advice so to ensure that you can have FSF functioning in
future without the perversion of its purposes.

The FSF corporation was formed according to General Laws, Chapter 180,

The Articles of Incorporation shall be changed in my opinion as they
do not reflect truly that what you wish, and what FSF is promoting.

I would propose that Articles of Incorporation state as its purposes
following subjects, and that FOLLOWING SUBJECTS BECOME INCLUDED IN

- promote computer user freedom

- defend rights of all software users

- maintaining and acting exclusively by authority of free software
  philosophy, basically and mostly RMS's writings (and other authors)

- maintaining the Free Software Definition to show clearly what must
  be true about a particular software program for it to be considered
  free software.

- establishing licenses

Without incorporating "free software philosophy" in Articles of
Incorporation or By-Laws -- FSF is legally free to deviate and do what
it wants, for example, it could promote "open source" instead in next
10 years.

One important point that shall be exclusively placed into Articles of
Incorporation or By-laws is that FSF, then also sponsored GNU project,
its website, and any of accepted GNU project software pieces shall be
in relation to other politics but free software, politically
independent as to prevent other politics mixing into free software
promotion. This divides community. We are united because of free
software, because we found something that we share in common
regardless who is who, who thinks what, in their own life, who is
promoting other purposes in their own life, etc. We shall keep the
principle of uniting people for reason of sharing free software and
using free software or creating it, without introducing other

In particular, following statement shall be set in Articles, from:

"The only political positions that the GNU Project endorses are (1)
that users should have control of their own computing (for instance,
through free software) and (2) supporting basic human rights in

The same sentence, without mentioning GNU, may be set in By-laws or
Articles of the FSF.

To change the Articles of Incorporation, founder or voting members,
need to get support of at least two-third of members entitled to vote
on. Please see General Laws, Chapter 180, Section 7:

whereby it says:

"Section 7. A corporation may authorize, by vote of two-thirds of its
members entitled to vote thereon or, in the case of a corporation
having capital stock, the holders of two-thirds of its capital stock
entitled to vote thereon at a meeting duly called for the purpose,
with notice given as provided in section six B, any amendment of its
articles of organization, including a change of its purposes or name,
or a restatement of its articles of organization which restatement may
affect any permitted amendment; provided, however, that any provision
added to or change made in its articles of organization by such
amendment could have been included in, and any provision deleted
thereby could have been omitted from, original articles of
organization filed at the time of such meeting; and provided also,
that no articles of amendment or restated articles of organization
shall be approved and filed by the state secretary (i) if as a result
thereof the name of a corporation subject to section twenty-six would
be changed, until after approval of such change by the state
secretary, or (ii) if the purposes of any corporation are to be
amended to include purposes which are such that the articles of
organization of a corporation newly organized under this chapter for
such purposes must be approved by any department or officer of this
commonwealth as a condition of organization under this chapter, until
after approval of the articles of amendment or the restated articles
of organization by such department or officer. Articles of amendment
shall be signed and submitted to the state secretary in the manner
prescribed in and subject to section seventy-two of chapter one
hundred and fifty-six B, and restated articles of organization shall
be signed and submitted to the state secretary in the manner
prescribed in and subject to section seventy-four of said chapter one
hundred and fifty-six B."

I also think that FSF does not carry on its activities by knowing its
By-Laws as it should, in fact I think that those people are not even
aware of By-Laws and not act upon it.

And if your people in the FSF truly believe the cause, which I do
believe they believe, they shall themselves propose to straighten the
rules, to establish better articles of incorporation with better
defined purposes and to stick to the rules and policies of the

FSF shall act upon the policies (free software philosophy and others)
of the founder, which is how it should be in one such foundation, and
if policy of the founder is to maintain only political positions that
the GNU Project endorses such as (1) that users should have control of
their own computing (for instance, through free software) and (2)
supporting basic human rights in computing.


People shall be chosen or invited on the board of FSF by their merits
in relation to free software:

- people who promote principles of the FSF as envisioned in the new
  Articles/By-laws: promoting free software, users freedom, campaigns
  and free software philosophy;

- people CANNOT AND SHOULD NOT be accepted who have various conflict
  of interests in their life: working for "open source" companies is a
  conflict of interest; working for cloud service providers in the
  same time is a conflict of interest; working or creating proprietary
  software is a conflict of interest; IT SHOULD BE DEFINED what is
  conflict of interest as when it is not aligned with the proposed FSF
  purposes as above, then FSF will be accepting in future dubious
  people who will negatively impact FSF; the core of FSF has to be
  very on-purpose;

- board members shall be free to express their different opinions how
  they wish and want, but expressing those opinions shall NOT BE
  through the communication lines of FSF as that corrupts organization
  for private opinions. However, different view points and promotion
  of other politics MAY come and become conflict of interest, and it
  shall be set clear that people who are in disagreement with basic
  fundamental policies of FSF (software freedom, proper terminology,
  free software philosophy) -- such cannot and should not be on the

- free software terminology has to be known by board members, as
  promotion of free software has to be aligned to free software
- free software maintainers; programmers, contributors, who respect
  and follow the free software philosophy as written by RMS and
  others; those who deliver free software speeches worldwide, aligned
  to FSF purposes, or otherwise "got it" and are willing to make
  significant contributions to FSF aligned with its purposes, and free
  software philosophy;

- it should be PROHIBITED to use FSF communication lines such as
  mailing list, websites, promotional materials, conference, to
  promote other politics but free software politics and philosophy as
  its purposes and activities will be diluted over next years and

Only people truthful and loyal to free software philosophy shall be
voting members in the FSF.

Even the Articles of Incorporation shall in its re-statement say that
voting members could be only those devoted to free software philosophy
and other important principles.

Best would be that voting members in the FSF give their loyalty to
free software philosophy and remain apolitical and restate Articles of
Incorporation, and then also enforce apolitical independent viewpoint
on maybe GNU.ORG and FSF.ORG pages. And that could solve everything.


For conflict resolution:

1. Establish in By-Laws, that committee consists of not less than 5
   people from Board elected to be the committee for conflict

2. Establish in By-Laws, that any private events, private opinions,
   private interaction with any person, of a board member, that did
   not take place in premises of FSF, or on communication lines of FSF
   such as mailing lists, websites, or in conference rooms, shall not
   be solved by FSF, as it is obviously private matter; and such
   events and conflicts shall be resolved privately;

3. Establish that none of board members, voting members, directors,
   shall be inadvertently judged or sacked by the FSF for reasons of
   third party accusations, rumours, or for reasons of their opinions
   in absence of fraud and in absence of crime; as long as such events
   did not take place in any of FSF rented or owned premises, or on
   FSF communication lines;

4. Establish that all voting members, board members, directors, before
   expressing their disgruntled opinion in public shall rather report
   to Conflict Resolution Committee, which shall hold those reports
   for future in archive;

5. Committee shall ask the reporter to participate in a session where
   both the accused and reporter are faced together, where Committee
   shall bring about conflict resolution and find the truth; this
   protects foundation from outside hostilities, and from people who
   have double interest, or conflicts of interest; if they wish to
   solve something, they can solve it directly with the person with
   help of mediators;

6. If a voting member, director, board member, refuses to commit to
   conflict resolution within maximum of next 3 months, such report
   event should be recorded that reporter refused to peacefully
   mediate with the accused with help of mediators (Committee) and no
   report of that kind should ever affect a position of the accused
   in the organization. All reports, and resolutions should be held in
   paper archive for future.

7. No reports shall be accepted from public. Committee is there for
   internal correctness of the FSF, not for solving public issues.

8. Committee and the FSF itself shall NEVER decide on future of any of
   directors, voting members, or founder, "in absence of fraud" and in
   "absence of crime" on some rumours or public image smearing
   campaigns; but shall look exclusively into merits of a person in
   question and value that person gives back to FSF as aligned to its
   purposes. FSF should follow the principle that everybody is
   innocent unless proven in court otherwise.

9. Committee shall be fact-finding team that shall exclusively
   disregard all information that cannot be proven or admitted, and
   list information that can be proven.

10. Committee shall give its fact-finding report to Board for further

You should adopt the conflict resolution policy and always keep
following principles in deciding about voting members:

- "in absence of fraud" and "in absence of crime" -- all voting
  members and board members, directors, shall be held liability free
  for rumours, hate mongering and outsider's request to change its
  organizational structure; FSF's purpose is not to judge their
  private opinions that are outside of the scope of FSF and do not
  promote views opposite to FSF works.

- views promoted by voting members, board, directors, that are
  published and are directly contradictory to FSF fundamentals shall
  be reported as offense to Committee or board.

- FSF shall, in relation to its directors, voting members, and the
  board, consider ONLY THEIR MERITS AND DEEDS as conducted for the FSF
  in their duty, and not their personal opinions which are not
  directly contradictory to FSF fundamental;

Examples of events for directors, voting members, board of FSF:

- person has well known for working in cloud service provider
  controlling users' freedom - such person does not qualify to be on
  FSF board, as voting member, or director -- but can or could qualify
  to work at FSF, make internship or similar; become associate
  members, etc. That keeps the core FSF protected from conflicts of

- publishing private opinions on their website, NOT related to: FSF
  directors, management, board, voting members, not being
  contradictory to free software, not being contradictory to free
  software philosophy -- should be remain private and FSF should never
  even mention such opinions through FSF communication lines. Life of
  directors, board, voting members, shall be their life. FSF shall not
  become inquisition board.

- publishing private opinions and criticism on their website, directly
  related to: FSF directors, management, board, voting members, shall
  NOT be considered proper, as such things should be brought by
  responsible person first to FSF, its board, voting members,
  directors or Committee and not published privately as such act is
  clearly showing that person has different intentions; it should be
  reported and reviewed;

In other words, if somebody is not a member of the house, shall be
free to do what they wish and want, but if a person becomes member of
the house, problems with the house shall be solved internally, not
externally, and not by informing neighbors, as that would not be a
fact-finding action, but propaganda action.


Related hyperdocument tags

fsf gnu rms corporation non-profit foundation free-software

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Copyright © 2021-03-31 19:32:56.943029+02 by Jean Marc Louis.

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