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  1. Mission of the TODO Group (“TODO”). The TODO Group’s mission is to identify key policy and process choices related to corporate open source engagement and create tools and educational materials that promote best practices around such engagements.

  2. Membership The TODO Group membership is composed of individuals deeply involved in running open source programs setup to drive open source in their company. These individuals have learned from practical experience what it takes to successfully engage in or create open source projects and build effective internal open source programs.
    The TODO Group shall be composed of the General Members and a Steering Committee. General Members shall be entitled to:

    1. Participate in TODO Group Working Groups, meetings, initiatives, events and any other activities;

    2. identify their company as a member or participant in the TODO Group; and

    3. nominate one individual for election to the Steering Committee.

  3. Steering Committee

    1. Responsibility: The Steering Committee shall be responsible for:

      1. managing the day-to-day operations;

      2. electing a Chair to preside over Steering Committee meetings, authorize expenditures approved by the budget and manage any day-to-day operations;

      3. overseeing all business and marketing matters;

      4. approving, modifying or eliminating Working Groups;

      5. adopt and maintain policies or rules and procedures for TODO (subject to LF approval) including but not limited to a Code of Conduct, a trademark policy and any other policies;

      6. approving procedures for the nomination and election of (1) Steering Committee representatives, and (2) any officer or other positions created by the Steering Committee.

      7. voting on all decisions or matters coming before the Steering Committee.

    2. Composition:

      1. In order to be manageable, the Steering Committee will be composed of five (5) General Members. The Steering Committee shall be elected for their expertise, contribution to the advancement of open source program management.

      2. The elections of Steering Committee members shall be run using the Condorcet-IRV method through the Cornell online service (http://civs.cs.cornell.edu/). The Steering Committee may change the methodology or service used in future elections via a two-thirds approval vote of the then-serving Steering Committee.

    3. Any issues that cannot be resolved by the Steering Committee shall be referred to The Linux Foundation for resolution.

  4. Officers The Steering Committee shall elect a Chairperson, and if so desired, may elect such other officers as it may choose. All officers shall be elected annually. There are no limits on the number of terms an officer may serve.

  5. Voting Actions of the Steering Committee may be taken at in-person meetings, via conference call, or through electronic means, including email or IRC. In order for any action to be effective, it shall be approved by a simple majority of the Steering Committee members participating in person and/or by conference call, when a quorum is so present. Quorum shall be met when two-thirds of the Steering Committee members are present. Any vote may be taken without a meeting electronically but shall require a majority of the entire Steering Committee to pass.

  6. Working Groups The TODO Group will host Working Groups for members to contribute to that are intended to accelerate its mission. Initial Working Groups are expected to cover topics including, but not limited to:

    • Well documented software to facilitate the management of open source software engagement by an organization

    • Blog and wiki articles providing recommendations on how to manage open source engagement by an organization

  7. Operating Principles

    1. TODO member meeting mechanisms and expected frequency

      1. Member meetings may take place via electronic means or face-to-face. Face-to-face meeting locations and times will be set by the Steering Committee.

      2. Meetings will occur at least once per quarter.

      3. Details of meeting mechanisms and instructions for attendance will be published reasonably in advance to all members in good standing.

    2. Communication mechanisms

      1. All public communication not during meetings will take place over the public group mailing list(s) accessible to members and non-members alike.

      2. All private communication not during meetings will take place over the private group mailing list for members only.

    3. Level of confidentiality

      1. All communication during meetings will be under Chatham House Rules.

      2. All communication on the private mailing list will be restricted to members only and not permitted for public distribution.

      3. All communication on the public mailing list will be public.

  8. Antitrust Guidelines

    1. All members shall abide by The Linux Foundation Antitrust Policy available at: http://www.linuxfoundation.org/antitrust-policy.

    2. All members shall encourage open participation from any organization able to meet the membership requirements, regardless of competitive interests. Put another way, the TODO Group shall not seek to exclude members based on any criteria, requirements or reasons other than those used for all members.

  9. General Rules and Operations. The TODO Group shall be conducted so as to:

    1. engage in the work of the project in a professional manner consistent with maintaining a cohesive community, while also maintaining the goodwill and esteem of The Linux Foundation in the open source software community;

    2. respect the rights of all trademark owners, including any branding and usage guidelines;

    3. engage The Linux Foundation for all TODO press and analyst relations activities;

    4. upon request, provide information regarding Project participation, including information regarding attendance at Project-sponsored events, to The Linux Foundation;

    5. coordinate with The Linux Foundation in relation to any websites created directly for TODO; and

    6. operate under such rules and procedures as may from time to time be approved by the Steering Committee and confirmed by The Linux Foundation.

    7. Under no circumstances shall The Linux Foundation be expected or required to undertake any action on behalf of TODO that is inconsistent with the tax exempt purpose of The Linux Foundation.

  10. Intellectual Property Policy

    1. All contributions shall be accompanied by a Developer Certificate of Origin sign-off (http://developercertificate.org).

    2. All new inbound code contributions to TODO shall be made under the Apache License, Version 2.0 (available at http://www.apache.org/licenses/LICENSE-2.0) or an alternative OSI-approved open source license clearly identified by the contributor in the contribution in accordance with the DCO. All documentation will be contributed to and made available to TODO under the Creative Commons Attribution 4.0 International License (available athttp://creativecommons.org/licenses/by/4.0/) or an alternative OSI-approved open source license clearly identified by the contributor in the contribution in accordance with the DCO.

    3. All outbound code will be made available under the license for the inbound contribution.

    4. Any TODO member may raise an objection or concern regarding any contribution made under an alternative license to the Steering Committee for resolution.

  11. Amendments and Notice

    1. This Charter may be amended, and additional rules may be adopted, at any time by a two-thirds majority of all then serving Steering Committee members with final approval from The Linux Foundation.