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GOVERNANCE.md

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+# OpenXLA Governance
+
+Our governance process is heavily influenced by the great work done at
+formalizing these mechanism by other existing projects like PyTorch and Carbon,
+as well as our experience with the LLVM culture. The structure we adopt is
+inspired from the PyTorch governance model.
+
+This document introduces the core values that underlie our project governance,
+before defining the main governance rules we use to make decisions. This
+document does not go into the details of the process associated with every
+change (for example how to write and RFC, where to post it, how to get it
+approved, etc). The Contribution Guide (TODO) describes how we develop the
+project and how we handle contributions. The remainder of the current document
+defines how we organize governance instances.
+
+## Core Values
+
+An open, inclusive process for OpenXLA changes. The community needs to be able
+to effectively engage in the direction and evolution of the project and
+language, while keeping the process efficient and effective. That means we need
+an open, inclusive process where everyone feels comfortable participating.
+Community members should understand how and why decisions are made, and have the
+ability to both influence them before they occur and give feedback afterward. We
+want to use this process to also ensure we stick to our project goals and have
+clear rationales for all of our technical designs and decisions.
+
+Being inclusive is different from including everyone. We want to avoid excluding
+or marginalizing members of the community. However, project leaders will
+inevitably make choices that are desired by some OpenXLA community members more
+than others. Maintainers will provide justification for these decisions, but
+achieving OpenXLA's goals -- including that of a healthy community -- will be
+the guiding rule.
+
+### Equal footing
+
+OpenXLA is a community driven project: everyone can get involved, contribute and
+impact the project. This includes people working on OpenXLA across a wide range
+of companies as their full time job, but also people contributing in small
+fractions of their time, or as students, teachers, or as a hobby.
+
+People are recognized for their contributions, and maintainer positions are
+associated with individuals, regardless of affiliation. That is, there are no
+seats reserved for specific companies, and membership is associated with the
+person rather than the company employing that person.
+
+### Code of Conduct
+
+The community and project needs a code of conduct. We want OpenXLA’s community
+to be welcoming and respectful, with a deep commitment to psychological safety.
+We need consistent expectations for how every community member should behave,
+regardless of their position in the community. These expectations around conduct
+and behavior need to be clearly articulated both to set expectations for people
+joining, and to help remind and anchor us to consistent standards. It is also
+important that we hold ourselves accountable to these expectations and have real
+and meaningful mechanisms to moderate the community. There should be clear
+mechanisms for reporting behavior that does not meet our community expectations,
+consistent processes for addressing these reports, eg via a committee
+responsible for handling Code of Conduct, and documented consequences for Code
+of Conduct violations.
+
+### Consensus-driven decision
+
+OpenXLA favors a consensus-driven approach to development. Contributors are
+expected to engage in discussions and attempt to resolve all blockers raised by
+other contributors, either through RFCs or during code reviews discussions. We
+are using blocking consensus to ensure “equal footing” and to act as a
+forcing-function to keep the community whole.
+
+Consensus is employed by many other projects, some like LLVM don’t define a
+structure around it and operate like a do-ocracy. We recognize that there are
+limits to consensus with respect to scaling a project, and as such we also adopt
+a technical governance structure that is hierarchical. This will:
+
+- avoid ambiguity about who must be involved in a consensus-based decision,
+- ensure that groups size remain limited,
+- provide escalation paths in the rare cases a blocking situation can’t be
+  resolved by a group.
+
+Our Contribution Guide(TODO) defines the expectation around blocking a decision.
+
+### Transparency
+
+We will explain why and how we make decisions, and as such decisions are public
+with the rationale for that decision documented.
+
+## Hierarchical Structure
+
+We distinguish between the following levels of decision making:
+
+- A community of **contributors** who file issues, make pull requests,
+  proposals, and contribute to the project.
+- A small set of **Module Maintainers** drive each module of the OpenXLA
+  project.
+- They are overseen by **Core Maintainers**, who drive the overall project
+  direction.
+- The Core maintainers have a **Lead Core Maintainer** who is the catch-all
+  decision maker.
+
+All maintainers are expected to have a strong bias towards OpenXLA’s design
+philosophy(TODO). All decisions taken at any of these levels are expected to be
+clearly motivated and explained publicly.
+
+Beyond the maintainers, the community as a whole is encouraged to contribute
+code and documentation, file issues, make proposals, review pull requests and be
+present in the community. Given contributions and willingness to invest effort,
+anyone can be accepted as a maintainer and own parts of the codebase.
+
+Technical governance is strictly separated from business governance. Membership
+in the technical governance process is for **individuals**, not companies. That
+is, there are no seats reserved for specific companies, and membership is
+associated with the person rather than the company employing that person.
+
+## Module Maintainers
+
+Modules are defined as GitHub repositories within the OpenXLA org, or as
+well-identified directories within the core repositories.
+
+Each module will have its own group of maintainers, who are responsible for
+reviewing and approving commits, improving design, and refining the scope of the
+module. Module maintainers decide on each particular issue brought to them based
+on a blocking consensus.
+
+In cases where a group of Module Maintainers cannot come to a conclusion
+themselves, at least one Core Maintainer is selected by the Core Maintainers
+using the process described in the "Core Maintainers" section to act as
+facilitator and help drive a path towards a consensus resolution between the
+Module Maintainers. In the exceptional case where no consensus can be reached,
+the issue is escalated to the group of Core maintainers for decision making.
+
+Other responsibilities of the Module Maintainers includes:
+
+- Triaging issues of the module and assigning priorities.
+- Triaging and reviewing and landing pull requests of the module.
+- Supporting public documentation related to the module
+- Running public developer meetings (if any)
+- Providing quarterly and yearly plans for inclusion in the overall OpenXLA
+  roadmap(TODO)
+
+## Core Maintainers
+
+The Core Maintainers are expected to have a deep understanding of the OpenXLA
+code base and design philosophies. Their responsibilities include:
+
+- Articulating a cohesive long-term vision for the project
+- Negotiating and resolving contentious issues in ways acceptable to all parties
+  involved
+- Receiving broad requests for changes from stakeholders of OpenXLA and
+  evaluating / accepting them (small module-level requests are handled by Module
+  Maintainers)
+- Confirm or remove Core Maintainers.
+
+The Core Maintainers as a group have the power to veto any decision made at a
+Module Maintainer level. The Core maintainers have power to resolve disputes as
+they see fit. The Core Maintainers should publicly articulate their
+decision-making, and give a clear reasoning for their decisions, vetoes and
+dispute resolution. The decision from the Core Maintainers are done using a
+blocking consensus.
+
+## Lead Core Maintainer
+
+There may be decisions in which the Core Maintainers cannot come to a consensus.
+To make such difficult decisions, the Core Maintainers elects a publicly
+declared Lead Core Maintainer (LCM) amongst them.
+
+The LCM should publicly articulate their decision-making, and provide a
+documented rationale for their decisions. In practice, we expect the LCM to play
+a central role seeking consensus amongst the Core Maintainers so that ideally it
+never comes to a LCM decision.
+
+## Nominating, Confirming and Removing Maintainers
+
+### The Principles
+
+- Membership in module maintainer groups is given to **individuals** on **merit
+  basis** after they demonstrated strong expertise of the component through
+  contributions, reviews and discussions and are aligned with how the component
+  fits in the overall project direction.
+- For membership in the Core Maintainer group the individual has to demonstrate
+  strong and continued alignment with the overall OpenXLA principles.
+- Membership is yearly (TBD) for each position (Module Maintainers or Core
+  Maintainers)
+- Light criteria of moving module maintenance to ‘emeritus’ status if they don’t
+  actively participate over long periods of time. Emeritus status is granted by
+  the Core Maintainers based on the proposal of any community member.
+- The membership is for an individual, not a company.
+
+### The Process for Nomination
+
+Each module will follow OpenXLA's central guidelines (TODO) on how to apply for
+nomination, but can add additional criteria at the module level. The existing
+Module Maintainers decide on the nomination for a particular module like they
+decide on any other issue. In the absence of published point of contact for a
+module, you can contact the Core Maintainers group (TODO).
+
+Nomination requests should include the following items:
+
+- The nominees depth and breadth of code, review and design contributions on the
+  module
+- At least 3 contacts of existing contributors or maintainers that would support
+  the nomination.
+
+The Module Maintainers then evaluate all information and make a decision to
+Confirm or Decline the nomination. The decision will be made public with
+documented rationale.
+
+### The Process for Removal
+
+- Similar to the process for nomination, anyone in the community can nominate a
+  person to be removed from a Module Maintainer position or a Core Maintainer
+  position.
+
+- A person may self-nominate to be removed.
+
+- The Core Maintainers (excluding persons with a conflict of interest) will
+  request or put together more information around the following:
+
+  - Their activity (or lack of) on the project
+  - Their changing thinking of the space, which results in conflict with the
+    overall direction of the project
+  - Other information that makes them unfit to be a maintainer, such as Code of
+    Conduct issues, their activity outside the scope of the project that
+    conflicts with the project’s values
+  - **Conflicts of interest**: see "Conflicts of Interest" below
+
+- The Core Maintainers then evaluate all information and make a final decision
+  to Confirm or Decline the removal. The decision will be made public with a
+  documented rationale.
+
+### Nominating Core Maintainers
+
+The lead maintainer requests or puts together more information around the
+strength of the candidate to be a Core Maintainer:
+
+- Statement of support from other Core and Module Maintainers
+- General statement of support from stakeholders within the OpenXLA community
+- Any new relevant information that is befitting for the candidacy
+
+The Core Maintainers are responsible for evaluating the Nomination, with a clear
+public articulation of their reasoning behind the decision.
+
+### Removing the Lead Core Maintainer and Nominating a New Lead Core Maintainer
+
+- A super-majority of Core Maintainers (75%) can choose to remove the Lead Core
+  Maintainer before their term.
+- After a removal of the Lead Core Maintainer or in unforeseen circumstances
+  (such as permanent unavailability of the Lead Core Maintainer), the Core
+  Maintainers follow a Ranked-Choice voting method (TODO specific tool/process)
+  to elect a new Lead Core Maintainer.
+- The Lead Core Maintainer is nominated for a 1 year term (TBC).
+
+### Add, Remove, and Re-Scope Modules and Projects
+
+The Core Maintainers together are responsible for taking decisions on adding,
+removing and re-scoping new modules in the OpenXLA org, either as new
+repositories in the OpenXLA GitHub org, or by scoping new or existing folders in
+the [openxla/xla](https://github.com/openxla/xla) repository.
+
+They invite proposals from members in the community (including themselves) for
+such changes. The proposals are open-ended, but should have some basic
+ground-work to make a convincing case for change. The following is an example
+approach to this process:
+
+- Interview contributors / stakeholders, talk to community, gather issues;
+- Read papers, attend conferences, build example pipelines based on experience;
+- Create a state of the world - make sure this change is necessary, for example
+  adding a new project or module is worth the maintenance cost; or removing a
+  project or module will not remove too much value from OpenXLA;
+- Create a proposal; the proposal covers the maintainership, development and
+  community plan once the proposal is approved.
+
+The Core Maintainers take final decisions on the proposal, articulating the
+reasoning behind the decision publicly.
+
+## Other governing bodies
+
+It is important that there are also pathways to project leadership for non-code
+contributors, whether through representation in the Core Maintainers or in
+groups scoped to non-code areas of the project. Furthermore, in addition to
+technical oversight groups, the project may need separate bodies to lead areas
+of the project, such as:
+
+- Project governance
+- Code of conduct enforcement
+- Trademark policy
+- Marketing & community management
+- Infrastructure, testing, & release
+
+When instituting additional governing bodies, care should be taken to preserve
+clear processes for technical and non-technical decision-making, and avoid
+creating project areas where governing bodies have unclear or overlapping
+responsibilities.
+
+TBD: What group approves creation of additional governance bodies.
+
+## Conflicts of interest
+
+In any open source project where many contributors are sponsored by their
+employers, conflicts of interest are bound to arise. In most situations,
+disclosures of employment and business relationships are encouraged/expected and
+should be sufficient. However, any Maintainer should recuse themselves from
+decisions where they are acting within their responsibility as a Core or Module
+Maintainer AND they have a conflict of interest that would compromise the
+legitimacy of that particular decision.
+
+These conflicts of interest may arise in decisions impacted by:
+
+1. Personal relationships - Maintainer has a romantic or familial relationship
+   with involved party
+1. Escalation process - Maintainer is an involved party to an escalation being
+   brought to Maintainers for resolution
+1. Competitive advantage - Maintainer or their employer/organzation's competing
+   commercial product or open source project stands to gain in a project
+   decision at the expense of the OpenXLA project
+
+Potential conflicts of interest should be clearly defined by the project
+community, with expected processes for disclosure and recusal. Consequences for
+failure to disclose COIs and follow the recusal process will be covered under
+the project Code of Conduct.
+
+## FAQ
+
+**Q: What if I would like to own (or partly own) a part of the project such as a
+feature area or domain library, for example** [FOO](<>) **or** [BAR](<>) **?**
+
+This is absolutely possible. The first step is to start contributing to the
+existing project area and supporting its health and success. In addition to
+this, you can make a proposal through a GitHub issue for new functionality or
+changes to improve the project area.
+
+**Q: What if I am a company looking to use OpenXLA internally for development,
+can I be granted or purchase a board seat to drive the project direction?**
+
+No, the OpenXLA project is strictly driven by a maintainer project philosophy
+and clearly separates technical governance from business governance. You can
+however empower your engineers to invest their time in OpenXLA, becoming
+important contributors and ultimately becoming maintainers, but this is not
+guaranteed and is merit-based.
+
+**Q: Does the OpenXLA project support grants or ways to support independent
+developers using or contributing to the project?**
+
+No, however companies involved in OpenXLA may be interested to contract work,
+please reach out on the OpenXLA forums to discuss.
+
+**Q: How do I contribute code to the project?**
+
+If the change is relatively minor, a pull request on GitHub can be opened up
+immediately for review and merged by the project committers. For larger changes,
+please open an issue to make a proposal to discuss prior. Please also see the
+[Contributions Guide](TODO) for contribution guidelines.
+
+**Q: Can I become a committer on the project?**
+
+All contributions are going through pull requests and approved by maintainers.
+Currently, the process for landing a pull request into OpenXLA varies with the
+exact repository. For example StableHLO is purely developed on GitHub and a pull
+request can be merged through the GitHub UI. On the other hand, the XLA compiler
+repository involves an interaction with Google internal infrastructure that can
+only be triggered by Google employees who will play the janitorial role of
+ensuring prompt merging after approval. In other repositories, such as `xla`,
+Google are working to expand committer groups to individuals outside of Google,
+and will provide updates when the tooling exists to allow this.
+
+**Q: What if I would like to deliver a OpenXLA tutorial at a conference or
+otherwise? Do I need to be 'officially' a maintainer to do this?**
+
+No, we encourage community members to showcase their work wherever and whenever
+they can.
+
+**Q: What are the conditions to reuse the OpenXLA logo?** TODO