TSC CHARTER OF ODPI Section 1. Introduction and Purpose. The Board of Directors of the ODPi ( Initiative ) has adopted this charter ( TSC Charter ). Its purpose is to set forth the roles and principal governance terms of the Technical Steering Committee ( TSC ), which manages the technical work of the Initiative under the oversight of the Board of Directors. Any capitalized terms not defined in this TSC Charter are defined in the Bylaws of the Initiative. Section 2. Guiding Principle. The Initiative will operate transparently, openly and collaboratively. The proposals, timelines, and status of the Platform must not merely be open, but also easily visible to non- Members. Section 3. Technical Process Roles. The Initiative s technical governance consists of the TSC. The Platform shall consist of software, documentation, certification tests, and such other materials as may be approved by the Board of Directors. The Platform Software shall include the Core Projects (as defined below) and software developed under the supervision of the TSC ( Initiative Software ). A Core Project is an existing software project developed by third parties approved for incorporation into the Platform Software under the procedure set forth in the Core Procedures Policy. The TSC shall divide the Platform Software into relevant Project Management Committees ( ODPi PMCs ) listed on Schedule A; the initial ODPi PMCs shall be the Runtime ODPi PMC and the Operations ODPi PMC. Additional ODPi PMCs can be added as provided in the procedure set forth in the Core Procedures Policy. Approved Platform Software Releases shall be designated by the TSC pursuant to the procedures set forth in Section 4, Release Criteria Process, of the Core Procedures Policy. The individuals participating in developing the Platform and using the Platform ( ODPi Developer Community ) shall initially have the right to support each of the ODPi PMCs, but it is intended that the ODPi Developer Community will self-organize following the initial formation of the Initiative, subject to rules found in this TSC Charter and the Core Procedures Policy. The ODPi Developer Community is made up of the open community of developers and users that develop the Platform Software, who are responsible for creating intellectual property to be used by the Initiative and the roadmap for the Platform. The ODPi Developer Community is led by the TSC, which is elected as provided in Section 6, Establishment of the TSC.
The Initiative Bylaws and the Core Procedures Policy establish the relationship between the Board of Directors and TSC. The operations of the TSC are described in detail in this TSC Charter. Section 4. TSC Charter Amendment. This TSC Charter is intended to create a balanced role for the TSC and the Board of Directors in the governance of the Platform. However, this TSC Charter may evolve over time as needed. Amendments to the TSC Charter shall normally be approved as follows: (i) amendments are first approved by the TSC; (ii) amendments to the TSC Charter approved as provided above must be approved by the Board of Directors by a majority vote prior to becoming effective; and (iii) if the Board of Directors does not approve any such amendment, the Board of Directors Chairperson shall inform the TSC of its reasons for withholding approval in sufficient detail so that the TSC may address the concern and resubmit the amendment(s) for approval. The TSC Charter sets the overall technical governance for the Initiative. The TSC may create and adopt its own policies or guidelines without approval from the Board of Directors so long as such policies are within the scope of this TSC Charter and do not conflict with this TSC Charter, the Bylaws or any other policies adopted by the Board of Directors. Because the role of the TSC is still evolving, the Board of Directors shall retain the right to amend the TSC Charter with the approval of the Gold Members and Platinum Members voting together as a single class. Section 5. Responsibilities of the TSC. The TSC is responsible for: (i) mediating technical conflicts between ODPi Maintainers and Project Leads; (ii) organizing inter-project collaboration; (iii) serving as the Initiative s primary technical liaison body with other consortia and groups; (iv) establishing and applying acceptance criteria for the Approved Platform Software Release;
and (v) such other duties and authority as may from time to time be set forth in the TSC Charter; (vi) duties assigned to the TSC under the By-laws, listed on Schedule B. Section 6. Establishment of the TSC. The TSC is intended to be representative of the ODPi Developer Community. The TSC is elected by the ODPi Maintainers. The elections for TSC Members will be held annually in the first two weeks of December upon sixty (60) days prior notice to all of the ODPi Maintainers on the date of such notice. After the term of the initial TSC, each TSC Member will serve until the last day of December of the following year. The TSC desires to ensure diversity in managing the Platform. This diversity shall be implemented by limiting the number of TSC Members who are Affiliated with a Member or its Related Companies. An individual is Affiliated with a Member if the individual is (A) a member of a board of directors, officer or employee of the Member or its Related Companies, or (B) an independent contractor to the Member or its Related Companies who has earned more than $60,000 in the most recent twelve month period. The TSC shall not have more than two TSC Members who are Affiliated (the TSC Member Diversity Requirement ). If Affiliations change such that the TSC Member Diversity Requirement is violated during the term, those Affiliated individuals shall decide which TSC Member shall resign. If a TSC Member becomes Affiliated during his or her term and such Affiliation violates the TSC Member Diversity Requirement, such individual shall resign as a TSC Member. A violation of the TSC Member Diversity Requirement may be waived by a Super Majority Vote of the Board of Directors (not including the Directors who are appointed by the Member who are Affiliated with the TSC Members). No TSC Member may take office if the addition of the TSC Member would cause a violation of the TSC Member Diversity Requirement. If the election of an individual(s) to the TSC would violate the TSC Member Diversity Requirement, the TSC shall determine an appropriate procedure to select a TSC Member not in violation of the TSC Member Diversity Requirement. The TSC Members will annually elect one of the TSC Members to be a chairperson. The chairperson will lead the TSC and represent the TSC as a Director on the Board. There are no limits on the number of terms a TSC Member or a TSC chairperson may serve. Section 7. ODPi PMC. The Initiative anticipates that the Platform will include multiple ODPi PMCs, with each ODPi PMC having its own ODPi Developer Community. A new ODPi PMC must be approved as
provided in the Core Procedures Policy. The ODPi PMC must have a well-defined scope and must operate within that scope. The TSC may establish a process for the TSC to oversee and approve changes in the lifecycle of a ODPi PMC (e.g., incubation state, mature state, integrated, etc.), which will include consideration of the following criteria: (i) adequacy of code quality; (ii) ample and diverse ODPi Contributors and ODPi Maintainers to assure vitality of the ODPi PMC; (iii) stability (e.g., presence of test suites and use of an appropriate source-code control system); (iv) predictability of releases; and (v) alignment with the Initiative s goals and priorities The ODPi Developer Community members of a ODPi PMC are free to establish criteria for merit within the ODPi PMC, as long as decision-making is done in a collaborative fashion. The ODPi PMC may vary significantly in the level of commitment and work expected to be considered for a role as a ODPi Maintainer. The ODPi Developer Community members of a ODPi PMC shall be solely responsible for granting commit privileges for new ODPi Maintainers and managing votes. The role of ODPi Maintainer and merit within one ODPi PMC is not transferable to other ODPi PMCs. Each ODPi PMC shall manage its ODPi Maintainer list independently. Section 8. Elections and Voting. (i) The TSC will normally approve decisions through consensus at a meeting where a quorum is present or through electronic communication. If consensus cannot be achieved, the TSC may approve decisions by a majority vote where a quorum is present. The quorum for the TSC is at least two thirds of the TSC Members in office. In the event of a dispute over a violation of the election process or a tied vote, the TSC may request that the Board of Directors provide a resolution.
(ii) The quorum for all votes of the ODPi Maintainers shall be 20% of all Active ODPi Maintainers, or all Active ODPi Maintainers in the relevant PMC, as the case may be. In order to maintain Active status, an ODPi Maintainer must: (a) have a signed Contribution License Agreement (CLA) on file with the Initiative; (b) still be employed by the entity employing him or her at the time that the CLA on file was signed (if such CLA was authorized specifically by the entity employing him or her); and (c) have had a contribution accepted into the Initiative repository or participated in a vote of the ODPi Maintainers within the preceding twelve months. An inactive ODPi Maintainer may return to Active status at any time by meeting the above requirements, assuming that he or she has not been removed under Section 10 of this Charter. (iii) The leadership roles in a ODPi PMC (such as Project Leaders and ODPi Maintainers) will be held by representatives elected by ODPi Maintainers of that ODPi PMC. The development process for a ODPi PMC will include provisions for a voting process to be implemented for decision-making in accordance with the following guidelines for election of persons (TSC Members, TSC chairperson, Project Leaders, etc.), and the ODPi PMC will use a multiple-candidate method, e.g., the Condorcet Method such as the Condorcet Internet Voting Service (http://civs.cs.cornell.edu/). Section 9. ODPi PMC Roles. Each ODPi PMC shall have one or more individuals who provide contributions to the ODPi PMC, such as code and documentation ( ODPi Contributors ), and one or more individuals who control the technical direction of the ODPi PMC and the ODPi PMC repository ( ODPi Maintainers ). ODPi Contributors may also be ODPi Maintainers. The ODPi Maintainers will act as the decision makers on design, code, packaging, and patches for their ODPi PMC. ODPi Maintainers are not necessarily employees or consultants of the Members. The ODPi Maintainers will use the process established in the ODPi Project Lifecycle Document and development process approved by the TSC to manage stable releases, accept/force modifications/reject code submissions and to add/delete ODPi Maintainers (and other development details). The ODPi Maintainers of each ODPi PMC will elect a Project Lead from the ODPi Maintainers of the ODPi PMC to manage the ODPi PMC. The Project Lead sets the overall direction for the ODPi PMC and reports to the TSC on the status and progress of the ODPi PMC.
At the request of the Project Lead, the TSC has the authority to remove a ODPi Maintainer. The reasons for removal of a ODPi Maintainer shall include disruptive behavior or inactivity for an extended period (e.g., six or more months).
Schedule A to TSC Charter ODPi PMCs Runtime ODPi PMC Core Projects: Operations ODPi PMC Core Projects:
Schedule B to TSC Charter Additional Duties The following language is excerpted from Section 5.4, Other Committees, of the By-laws: (b) The TSC shall be established, with the following duties and authority: (i) managing releases, administering delivery options and maintaining technical best practices (including the establishment and maintenance of a development process) for the Platform Software; (ii) establishing and monitoring technical progress of the Platform Software and determining what Initiative Software should be developed and how it should be developed; (iii) creating and administering verification and certification programs and processes of the Platform Software; and Software Release; (iv) defining, establishing and managing release of the Approved Platform (v) designating which versions of the Core Projects will be included in the Approved Platform Software Release; and in a TSC Charter. (vi) such other duties and authority as may from time to time be set forth