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+******************************
+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.
Code Review / lfn / process.git / commitdiff