The Open Source Initiative Election is over

The Open Source Initiative (OSI) has confirmed the results of its recent board elections. The winners and new affiliate directors are Carlo Piana, an Italian corporate attorney who helped write the controversial Open Source AI Definition (OSAID), and Ruth Suehle, SAS Open Source Director and President of the Apache Software Foundation. At the same time, McCoy Smith, an American intellectual property (IP) lawyer, will join as an individual director. The election was conducted using the Scottish Single Transferable Vote (STV) system.

In the Affiliate director polls, Piana and Suehle emerged as winners from a field of four valid candidates. The election saw 48 ballots, 47 being valid and one empty. Suehle was recommended by OSI Affiliates, while Piana secured his position through the Affiliate vote.

Smith, recommended by Individual supporters, won the Individual director seat from a pool of five candidates. The Individual polls received 159 ballots, with 148 being valid and 11 empty. Stefano Maffulli, the OSI's Executive Director, lauded the new board members, writing on LinkedIn that "a strong community [had]  selected them, [so]  you know you're on the path to continue improving."

For the record, the OSI board consists of four directors elected by OSI individual members for two-year terms; four directors elected by OSI affiliate members for three-year terms; and four directors appointed for two-year terms by the board itself. Once elected, the board oversees the organization, approves its budget, and supports the executive director and staff in fulfilling its mission.

However, the OSI also stated in the election results, "Three candidates have been excluded from the final tally: Two were ineligible as they did not sign the current board agreement; one returned the signed agreement after the deadline passed."

The OSI Board Agreement simply states the board's responsibilities and duties. It also requires them to keep disagreements inside the board once a decision has been made, and they'll obey the OSI Code of Conduct. The specific language, which will become a bone of contention, is "Disagree during Board deliberation but support publicly all Board decisions, especially those that do not have unanimous consent."

Matfulli explained the OSI had insisted that candidates sign on to the OSI Board Agreement because "While the polls were open, we’ve heard that there may be candidates with no intention to sign the board agreement, which has become a mandatory requirement."

Both Richard Fontana, Red Hat’s principal commercial counsel and a former OSI board member, and  Bradley M. Kuhn, Policy Fellow & Hacker-in-Residence at Software Freedom Conservancy, disagreed with the "support publicly" clause. In Fontana's Shared Platform for OSI Reform, he stated, "While obviously well-intentioned, the quoted provision goes too far. Under it, Directors agree to a code of silence — a self-imposed gag order covering all issues (great and small) for which the Board did not have unanimous consent. We insist that this provision be reformulated with less sweeping and more conventional language."

The result was, as Tracy Hinds, the OSI chair, told me at the Linux Foundation Members Summit in Napa, CA, "We had to remove three ineligible candidates from our list before we ran the tally." Thierry Carrez, the OSI vice-chair and General Manager of the Open Infrastructure Foundation, added, "It's the first time that we had candidates running that would not sign the board agreement."

Specifically, Hinds added, "Bradley Kuhn and Richard Fontana refused to sign the board agreement Code of Conduct, and therefore decided to make themselves ineligible.

This board agreement has existed for five years in its current form, but it is the first

time that candidates decided to run while publicly communicating they would not sign it. A third candidate, Bentley Hensel, signed it but well past the communicated deadline, and were therefore also removed from the final results tally."

Kuhn, however, claimed in a blog post that he and Fontana had signed the OSI Board agreement. In both signed documents, however, both had struck out the controversial clause. Hence, Hinds and the OSI had ruled that they hadn't officially signed off and were thus ineligible. 

Kuhn later insisted that this was sufficient and that the "@osi proceeded to tamper with the ballots anyway." Matfulli replied, "The agreement you and @richardfontana signed was not the one the board sent you and, most importantly, is not the one everyone else (candidates and sitting directors) signed. This is my last message on the topic."

Looking ahead, the newly elected directors will be formally welcomed at the OSI's April board meeting. Additionally, the Board Development Committee has been tasked with conducting a retrospective by April 19, 2025, to provide recommendations for future election improvements. 

Needless to say, this isn't the last word. Kuhn is asking concerned people to reach out to him to "discuss what's happened with other concerned parties and make a plan on how we should organize to respond."

Other noteworthy Linux and open-source stories:

• OSI election ends with unsatisfying results

• Open Source Initiative: AI Debate Roils Board Elections

• Open Infrastructure Foundation Joins Forces With Linux Foundation