From: Daniel Farrell Date: Fri, 11 May 2018 16:00:43 +0000 (-0400) Subject: Add LFN charter as reStructuredText X-Git-Url: https://gerrit.linuxfoundation.org/infra/gitweb?a=commitdiff_plain;h=refs%2Fchanges%2F04%2F10604%2F10;p=lfn%2Fprocess.git Add LFN charter as reStructuredText Imported from: https://www.linuxfoundation.org/wp-content/uploads/2018/01/LF-Networking-Fund-Charter-January-2018.pd Also add changelog to track notable changes to charter. Change-Id: I50c1c4bcd5b9ee07a0e8675e8add3f01fe1edd1d Signed-off-by: Daniel Farrell --- diff --git a/docs/governance/CHANGELOG.rst b/docs/governance/CHANGELOG.rst new file mode 100644 index 0000000..392bb87 --- /dev/null +++ b/docs/governance/CHANGELOG.rst @@ -0,0 +1,21 @@ +==================================== +LF Networking Fund Charter Changelog +==================================== + +All notable changes to the Linux Foundation Networking Fund Charter will be +documented in this file. + +Format is based on `Keep a Changelog `_. + +Versioning is based on `Semantic Versioning +`_. + +[Unreleased] +------------ + +[1.0.0] - 2018-01-01 +-------------------- + +Added in 1.0.0 +============== +* Initial Linux Foundation Networking Fund Charter diff --git a/docs/governance/charter.rst b/docs/governance/charter.rst new file mode 100644 index 0000000..9a99ec3 --- /dev/null +++ b/docs/governance/charter.rst @@ -0,0 +1,502 @@ +****************************** +The LF Networking Fund Charter +****************************** + +The Linux Foundation + +Effective January 1, 2018 + +1) **Mission and Scope of the LF Networking Fund.** + + a) The primary mission (the "Mission") of the LF Networking Fund (the + "Directed Fund") is to raise, budget and spend funds and coordinate + support for open source and/or open specification projects involved with + the movement or communication of data on a network (including, but not + limited to, data plane, control plane, analytics, orchestration, and + automation technologies for enterprise, cloud, and carrier networks, + collectively the "Scope") in accordance with the provisions of this + Charter. The projects supported by the Directed Fund will be referred to + herein as each a "Technical Project" and collectively as the "Technical + Projects". The governance of each Technical Project is as set forth in + the applicable charter for each Technical Project. + b) The Directed Fund supports the Technical Projects. The Directed Fund + operates under the guidance of the Governing Board of the Directed Fund + (the "Governing Board") and The Linux Foundation (the "LF") as may be + consistent with The Linux Foundation’s tax-exempt status. + c) The Governing Board manages the Directed Fund. The Directed Fund will + also have a Marketing Advisory Council (“MAC”), a Legal Committee, a + Finance Committee, Technical Advisory Council (“TAC”) and other + working groups, councils, committees and similar bodies that may be + established by the Governing Board (collectively, “Committees”). + Committees report to the Governing Board. + +2) **Membership.** + + a) The Directed Fund will be composed of Platinum Members, Gold Members, + Silver Members and Associate Members (collectively, “Members”). All + Members must be current members of the LF (at any level) in good standing + to participate in the Directed Fund as a member. All participants in the + Directed Fund, enjoy the privileges and undertake the obligations + described in this Charter, as from time to time amended by the Governing + Board with the approval of the LF. During the term of their membership, + all members will comply with all such policies as the LF Board of + Directors and/or the Directed Fund may adopt with notice to members. + b) There will be a maximum of 26 Platinum Members (the “Platinum Cap”), + which can be raised by vote of the Governing Board. + c) In addition to the other rights set forth in this Charter, Platinum + Members will each: + + i) be entitled to appoint a voting representative to the Governing Board + and any Committee; + ii) enjoy most prominent placement in displays of membership logos; and + iii) receive such other benefits as The Linux Foundation and the + Governing Board may make available to Platinum Members. + + d) Gold Members, acting as a class, will be entitled to elect annually one + representative to the Governing Board for every three Gold Members up to + a maximum of three representatives, provided that so long as there is at + least one Gold Member there will always be at least one Gold Member + representative, even if there are less than three Gold Members. + e) In addition to the other rights set forth in this Charter, Gold Members + will each: + + i) be entitled to appoint a voting representative to the MAC; + ii) enjoy prominent placement in displays of membership logos; and + iii) have priority for available Platinum Memberships based on the + seniority of the date the Gold Member joined the Directed Fund as a + Gold Member. + + f) In addition to the other rights set forth in this Charter: + + i) each Silver Member will be entitled to appoint one non-voting + representative to the MAC; + ii) the Silver Members, acting as a class, will be entitled to elect + annually one representative to the Governing Board, with the + Governing Board determining the election process; and + iii) each Silver Member will enjoy placement in displays of Silver + membership logos. + + g) The Associate Member category of membership is limited to Associate + Members of The Linux Foundation and acceptance as an Associate Member + requires approval by the Governing Board, or, if the Governing Board sets + additional criteria for joining the Directed Fund as an Associate Member, + the meeting of such criteria. If the Associate Member is a membership + organization, Associate Membership in the Directed Fund does not confer + any benefits or rights to the members of the Associate Member. + + h) Members will be entitled to: + + i) participate in Directed Fund general meetings, initiatives, events and + any other activities as appropriate; and + ii) identify themselves as members of the LF Networking Fund supporting + the LF Networking community. + +3) **Governing Board** + + a) The Governing Board voting members will consist of: + + i) one representative appointed by each Platinum Member; + ii) the elected Gold Member representative or representatives; + iii) the elected Silver Member representative; + iv) the TAC Representative (as defined herein); + v) the Committer Representative (as defined herein); and + vi) the Innovation Representative (as defined herein) + + b) Except for the TAC Representative and the Committer Representative, each + representative to the Governing Board shall be an employee of the Member + that appointed or nominated her or him, or of a direct or indirect + subsidiary of such Member. + c) Only one Member that is part of a group of Related Companies (as defined + in Section 9) may appoint, or nominate for a membership class election, + a representative on the Governing Board. No single Member, company or + set of Related Companies will be entitled to: (i) appoint or nominate + for Membership class election more than one representative for the + Governing Board, or (ii) have more than two representatives on the + Governing Board. + + i) Please note that it will be acceptable for one Member to appoint or + nominate a representative to the Governing Board and have another of + its employees, or an employee of one of its direct or indirect + subsidiaries, serve as the TAC Representative or Committer + Representative on the Governing Board. + + d) Conduct of Meetings + + i) Governing Board meetings will be limited to the Governing Board + representatives, the MAC Chair, invited guests and LF staff. + ii) Governing Board meetings follow the requirements for quorum and + voting outlined in this Charter. Unless otherwise decided by the + Governing Board, one named alternate may attend any meeting on + behalf of, and as a fully participating, voting alternate for, any + representative to the Governing Board or any Committee. With respect + to any elected representative to the Governing Board or any + Committee, any such representative may select an alternate as + follows: + + 1) an individual employed by a (i) Platinum Member shall be an + employee of that Member, and (ii) Member of the same class, in the + case of representatives elected to represent Gold or Silver + Members; + 2) another committer or maintainer to any Technical Project, in the + case of the Committer Representative; and + 3) another member of the TAC, in the case of the TAC Representative. + + iii) The Governing Board meetings will be private unless decided + otherwise by the Governing Board. The Governing Board may invite + guests to participate in consideration of specific Governing Board + topics (but such a guest may not participate in any vote on any + matter before the Governing Board). + + e) Officers + + i. The Officers of the Directed Fund will be a Chair (“Chair”), + Vice-Chair and a Treasurer. + ii. The Chair will preside over meetings of the Governing Board, manage + any day-today operational decisions, and will submit minutes for + Governing Board approval. + iii. The Treasurer will assist in the preparation of budgets for + Governing Board approval, monitor expenses against the budget and + authorize expenditures approved in the budget. + + f) The Governing Board will be responsible for overall management of the + Directed Fund, including: + + i) determining the technical projects within the Scope that will + constitute Technical Projects, consistent with the requirements of + Section 16.(b), including adding or removing projects and + establishing policies or guidelines for onboarding new projects; + ii) establishing principles and guidelines for budget allocation, + setting annual priorities for budget allocation, and approving a + budget and staffing plan directing the use of funds raised by the + Directed Fund from all sources of revenue; + iii) nominating and electing Officers of the Directed Fund; + iv) overseeing all Directed Fund business and community outreach matters + and work with the LF on any legal matters that arise; + v) adopting and maintaining policies or rules and procedures for the + Directed Fund (subject to LF approval); + vi) establishing ad-hoc committees to resolve a particular matter or + establish additional committees, in support of the mission of the + Directed Fund; + vii) establishing any conformance programs and soliciting input + (including testing tools) from the technical oversight bodies and, + when appropriate, the MAC, for defining and administering any + programs related to conformance with any Technical Project, (a + “Compliance Program”); + viii) approving the Marketing Plan (as defined herein); + ix) publishing use cases, user stories, websites and priorities to help + inform the ecosystem and technical community; + x) selecting the Innovation Representative; + xi) approving procedures for the nomination and election of the Silver + Member representative and any Officer or other positions created by + the Governing Board; and + xii) voting on all decisions or matters coming before the Governing + Board. + + g) Innovation Representative. The Governing Board may chose to appoint a + representative of one of the Members that both (a) is not otherwise + represented directly on the Governing Board and (b) has made substantial + contributions to further the Mission to serve as the “Innovation + Representative” for an annual term. The Innovation Representative must + be employed by a Gold, Silver, or Associate Member. + h) Elections and Vacancies. Processes and procedures for all elections of + any representative to the Governing Board or any Committee will be + determined by the Governing Board. Except as otherwise provided by the + Governing Board: + + i) processes and procedures for elections of any chair of any Committee + may be determined by the applicable Committee; + ii) in the case of representatives elected to the Governing Board by the + Gold or Silver Members, in the event that a representative ceases to + be employed by the Member that nominated such representative or + ceases to be a representative to the Governing Board, such Member + may recommend a successor representative. The Governing Board may + either accept such recommendation or call for an election to fill + the applicable vacancy; and + iii) the term of a representative on the Governing Board or any + Committee (other than the TAC Representative and the Committer + Representative) will automatically terminate on the termination or + expiration of the membership of the Member she or he is + representing. + + i) Appointments. Any representative to the Governing Board or to any + Committee appointed by a Member can be removed and/or replaced by such + Member by notice to the Governing Board. Any representative to the TAC + appointed by the technical oversight body of a TAC Project (as defined + herein) may be removed by the technical oversight body of such TAC + Project upon notice to the TAC and Governing Board. + +4) **Marketing Advisory Council** + + a) The MAC will consist of one appointed voting representative from each + Platinum Member and each Gold Member. Each Silver Member may have one + non-voting representative observe meetings of the MAC. + b) The MAC will be responsible for: + + i) interfacing with the Governing Board with respect to the Governing + Board’s goals for marketing and outreach for the Directed Fund and + support of the Technical Projects; + ii) designing and developing, with input from the Governing Board and, as + appropriate, the Technical Projects, an umbrella marketing and + outreach plan (the “Marketing Plan”), which Marketing Plan is subject + to approval by the Governing Board; + iii) engaging with the Technical Projects to identify their respective + and collective needs from a marketing and outreach perspective and + to reflect those needs, consistent with available resources, in the + Marketing Plan; + iv) coordinating the Directed Fund’s outbound outreach, communications + and engagement with the communities and external audiences, including + events, tradeshows, websites, etc; + v) establishing outreach working groups as needed (e.g. to coordinate + project or technical area marketing needs), subject to approval of the + Governing Board; and + vi) such other matters related to marketing as may be directed to the MAC + by the Governing Board. + + c) The MAC will elect a Chair who will be responsible for reporting progress + back to the Governing Board. Unless otherwise requested by the Governing + Board, the MAC Chair may attend meetings of the Governing Board, but will + not attend as a voting member of the Governing Board. + +5) **Legal Committee** + + a) The Legal Committee will consist of members of the Governing Board that + wish to participate on the Legal Committee together with their legal + counsel. Participation on the Legal Committee is voluntary, and the + makeup of the Legal Committee will be determined annually or as otherwise + directed by the Governing Board. + b) The responsibilities of the Legal Committee include the creation of + recommendations to the Governing Board in response to questions submitted + to the Legal Committee by the Governing Board. + c) The Legal Committee will select, from among those Governing Board + representatives that are participating on the Legal Committee, a Chair of + the Legal Committee who will communicate findings or recommendations of + the Legal Committee to the Governing Board. + +6) **Finance Committee** + + a) The Finance Committee will consist of representatives of the Governing + Board that volunteer to be a named participant on the Finance Committee. + b) The responsibilities of the Finance Committee include: + + i) assisting the Treasurer in preparation of annual budgets that adhere + to the principles and guidelines established by the Governing Board; + ii) developing and reporting metrics for the allocation of budget in + relation to meeting the priorities of the Governing Board; + iii) reviewing the progress of the Directed Fund against the annual + budget; + iv) preparing forecasts for future financial needs of the Directed Fund; + and + v) such other matters related to finance and the financial operation of + the Directed Fund as may be directed to the Finance Committee by the + Governing Board. + + c) The Treasurer shall be Chair of the Finance Committee. + d) In the event that any TAC Project wishes to raise a concern with the + budget, the first escalation will be a meeting with the TAC Project’s + representative on the TAC and the Treasurer to understand the TAC + Project’s concerns, and if not resolved after, the TAC Project + representative will be given an opportunity to speak with the full + Finance Committee. + +7) **Technical Advisory Council** + + a) The role of the TAC is to facilitate communication and collaboration + among the Technical Projects. The TAC will be responsible for: + + i) coordinating collaboration among Technical Projects, including + development of an overall technical vision for the community; + ii) making recommendations to the Finance Committee of resource + priorities for Technical Projects; + iii) electing annually a representative to serve on the Governing Board + as the TAC’s representative on the Governing Board (the “TAC + Representative”); + iv) setting processes and procedures for the election annually by vote, + by and from among the committers and maintainers to any Technical + Project, an individual to serve as a representative of the + development community on the Governing Board (the “Committer + Representative”). Nominations to the position of Committer + Representative are subject to Governing Board approval; and + v) such other matters related to the technical role of the TAC as may be + communicated to the TAC by the Governing Board. + + b) For the first twelve months following the initial meeting of the + Governing Board and until otherwise determined by the TAC pursuant to + Section 7.c., the voting members of the TAC consist of: + + i) one representative appointed by each Platinum Member; and + ii) one representative appointed by the technical oversight body (e.g., + a Technical Steering Committee) of each TAC Project. + + c) At any time following the first anniversary of the initial meeting of + the Governing Board, the TAC may by vote decide upon an alternate + structure for voting representation on the TAC, subject to the approval + of the Governing Board. + d) One representative of any Member may observe meetings of the TAC. The + TAC may change this at any point in time, including: (a) opening + meetings to invited members of the community; (b) holding closed + meetings; and (c) holding meetings open to the public. + e) At the start of the Directed Fund, “TAC Projects” are those Technical + Projects listed as having voting representatives on the TAC on the + Directed Fund’s web site. Thereafter, any Technical Project can become + a TAC Project through the approval of the Technical Project’s technical + oversight body, the TAC, and the Governing Board. The TAC and the + Governing Board may approve a project lifecycle policy that will address + the incubation and archival of TAC Projects. + +8) **Voting** + + a) Quorum for Governing Board and Committee meetings will require fifty + percent (50%) of the voting representatives of the Governing Board or + Committee, as applicable. The Governing Board or Committee may continue + to meet even if quorum is not met, but will be prevented from making any + decisions at the meeting. If any representative, without sending an + alternate, misses any two consecutive Governing Board or Committee + meetings, as applicable, such representative shall not be counted for + quorum purposes until she or he next attends. If any elected + representative, without sending an alternate, misses any three + consecutive Governing Board or Committee meetings, the Governing Board + or Committee, as applicable, may call for a new election for such + election position by a simple majority vote. + b) Ideally decisions will be made based on consensus. If, however, any + decision requires a vote to move forward, the representatives of the + Governing Board or Committee, as applicable, will vote on a one vote per + voting representative basis. + c) Except as provided in Sections 8.a. and 17.a., decisions by vote at a + meeting will require a two-third’s vote, provided quorum is met. + Except as provided in Section 17.a., decisions by electronic vote + without a meeting will require a majority of all voting + representatives of the Governing Board or Committee, as appropriate. + d) In the event of a tied vote with respect to an action that cannot be + resolved by the Governing Board, the Chair may refer the matter to the + LF for assistance in reaching a decision. If there is a tied vote in any + Committee that cannot be resolved, the matter may be referred to the + Governing Board. + +9) **Subsidiaries and Related Companies** + + a) Definitions: + + i) “Subsidiaries” means any entity in which a Member owns, directly or + indirectly, more than fifty percent of the voting securities or + membership interests of the entity in question; + ii) “Related Company” means a Member and any entity which controls or + is controlled by a Member or which, together with a Member, is under + the common control of a third party, in each case where such control + results from ownership, either directly or indirectly, of more than + fifty percent of the voting securities or membership interests of the + entity in question; and + iii) “Related Companies” are entities that are each a Related Company of + a Member and the Member itself. + + b) Only the legal entity which has executed a Participation Agreement and + its Subsidiaries will be entitled to enjoy the rights and privileges of + such Membership; provided, however, that such Member and its Subsidiaries + will be treated together as a single Member. + c) If a Member is itself a foundation, association, consortium, open source + project, membership organization, user group or other entity that has + members or sponsors, then the rights and privileges granted to such + Member will extend only to the employee representatives of such Member, + and not to its members or sponsors, unless otherwise approved by the + Governing Board in a specific case. + d) Directed Fund Membership is non-transferable, non-salable and + non-assignable, except a Member may transfer its current Membership + benefits and obligations to a successor of substantially all of its + business or assets, whether by merger, sale or otherwise that is, or + upon such transfer becomes, a member of The Linux Foundation; provided + that the transferee agrees to be bound by this Charter and the Bylaws + and policies required by LF membership. + +10) **Good Standing** + + a) The Linux Foundation’s Good Standing Policy is available at + https://www.linuxfoundation.org/good-standing-policy and will apply to + Members of this Directed Fund. + +11) **Trademarks** + + a) Any trademarks relating to the Directed Fund or any Technical Project, + including without limitation any mark relating to any Conformance + Program, must be transferred to and held by LF Projects, LLC and + available for use pursuant to LF Projects, LLC’s trademark usage + policy, available at www.lfprojects.org/trademarks/. + +12) **Antitrust Guidelines** + + a) All Members must abide by The Linux Foundation Antitrust Policy + available at http://www.linuxfoundation.org/antitrust-policy. + b) All Members must encourage open participation from any organization + able to meet the membership requirements, regardless of competitive + interests. Put another way, the Governing Board will not seek to exclude + any member based on any criteria, requirements or reasons other than + those that are reasonable and applied on a nondiscriminatory basis to + all members. + +13) **Budget** + + a) The Governing Board will approve an annual budget and never commit to + spend in excess of funds raised. The budget and the purposes to which it + is applied must be consistent with both (a) the non-profit and + tax-exempt mission of The Linux Foundation and (b) the goals of the + Technical Projects. + b) The Linux Foundation will provide the Governing Board with regular + reports of spend levels against the budget. Under no circumstances will + The Linux Foundation have any expectation or obligation to undertake an + action on behalf of the Directed Fund or otherwise related to the + Directed Fund that is not covered in full by funds raised by the + Directed Fund. + c) In the event an unbudgeted or otherwise unfunded obligation arises + related to the Directed Fund, The Linux Foundation will coordinate with + the Governing Board to address gap funding requirements. + +14) **General & Administrative Expenses** + + a) The Linux Foundation will have custody of and final authority over the + usage of any fees, funds and other cash receipts. + b) A General & Administrative (G&A) fee will be applied by the Linux + Foundation to funds raised to cover finance, accounting, and operations. + The G&A fee will be 9% of the Directed Fund’s first $1,000,000 of gross + receipts each year and 6% of the Directed Fund’s gross receipts each + year over $1,000,000. + +15) **General Rules and Operations.** The Directed Fund must: + + a) engage in the work of the Directed Fund 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 + community; + b) respect the rights of all trademark owners, including any branding and + usage guidelines; + c) engage or coordinate with The Linux Foundation on all outreach, website + and marketing activities regarding the Directed Fund or on behalf of any + Technical Project that invokes or associates the name of any Technical + Project or The Linux Foundation; and + d) operate under such rules and procedures as (i) the Linux Foundation may + from time to time adopt or (ii) may be approved by the Governing Board + and confirmed by The Linux Foundation. + +16) **Intellectual Property Guidelines** + + a) The charter and intellectual property and other policies of each + Technical Project will define how contributions of source code, + documentation and other artifacts are to be made to the Technical + Project. + b) The Governing Board may elect to support any project within the Scope as + a Technical Project provided that such project: + + i) requires the use of the Developer Certificate of Origin, Version 1.1, + for all contributions of source code, documentation and other + artifacts; + ii) utilizes an OSI-approved open source license specifically approved + by the Governing Board for inbound and outbound contributions of + source code, documentation and other artifacts; + iii) unless otherwise approved by The Linux Foundation, has policies + that are not inconsistent or incompatible with the policies of The + Linux Foundation or the Directed Fund; and + iv) such project has resolved, to the satisfaction of the Legal + Committee, any licensing questions, including with respect to + external dependencies. + +17) **Amendments** + + a) This charter may be amended by a two-thirds vote of the entire Governing + Board, subject to approval by The Linux Foundation. diff --git a/docs/index.rst b/docs/index.rst index f70a25c..ee34eb8 100644 --- a/docs/index.rst +++ b/docs/index.rst @@ -8,7 +8,10 @@ Linux Foundation Networking (LFN) Process documentation. Contents: .. toctree:: - :maxdepth: 2 + :maxdepth: 3 + + governance/charter.rst + governance/CHANGELOG.rst Indices and tables ==================