..
  SPDX-License-Identifier: CC-BY-4.0
  Copyright Contributors to the OpenColorIO Project.

.. _charter:

Charter
=======

See `Charter.md 
<https://github.com/AcademySoftwareFoundation/OpenColorIO/blob/main/ASWF/Charter.md>`__ 
on GitHub.

Technical Charter (the “Charter”) for OpenColorIO a Series of LF Projects, LLC
******************************************************************************

**Adopted \__________\_**

This charter (the “Charter”) sets forth the responsibilities and
procedures for technical contribution to, and oversight of, the
OpenColorIO project, which has been established as OpenColorIO a Series
of LF Projects, LLC (the “Project”). LF Projects, LLC (“LF Projects”) is
a Delaware series limited liability company. All Contributors to the
Project must comply with the terms of this Charter.

1. Mission and Scope of the Project

-  **a.** The mission of the Project is to develop an open source
   project with the goals indicated in the “README” file within the
   Project's code repository.
-  **b.** The scope of the Project includes software development under
   an OSI-approved open source license supporting the mission, including
   documentation, testing, integration and the creation of other
   artifacts that aid the development, deployment, operation or adoption
   of the open source software project.

2. Technical Steering Committee

-  **a.** The Technical Steering Committee (the “TSC”) will be
   responsible for all technical oversight of the open source Project.
-  **b.** The TSC voting members are initially the Project's Committers.
   At the inception of the project, the Committers of the Project will
   be as set forth within the “GOVERNANCE” file within the Project's
   code repository. The TSC may choose an alternative approach for
   determining the voting members of the TSC, and any such alternative
   approach will be documented in the GOVERNANCE file. Any meetings of
   the Technical Steering Committee are intended to be open to the
   public, and can be conducted electronically, via teleconference, or
   in person.
-  **c.** TSC projects generally will involve Contributors and
   Committers. The TSC may adopt or modify roles so long as the roles
   are documented in the GOVERNANCE file. Unless otherwise documented:

   -  **i.** Contributors include anyone in the technical community that
      contributes code, documentation, or other technical artifacts to
      the Project;
   -  **ii.** Committers are Contributors who have earned the ability to
      modify (“commit”) source code, documentation or other technical
      artifacts in a project's repository; and
   -  **iii.** A Contributor may become a Committer by a majority
      approval of the existing Committers. A Committer may be removed by
      a majority approval of the other existing Committers.

-  **d.** Participation in the Project through becoming a Contributor
   and Committer is open to anyone so long as they abide by the terms of
   this Charter.
-  **e.** The TSC may (1) establish work flow procedures for the
   submission, approval, and closure/archiving of projects, (2) set
   requirements for the promotion of Contributors to Committer status,
   as applicable, and (3) amend, adjust, refine and/or eliminate the
   roles of Contributors, and Committers, and create new roles, and
   publicly document any TSC roles, as it sees fit.
-  **f.** The TSC may elect a TSC Chair, who will preside over meetings
   of the TSC and will serve until their resignation or replacement by
   the TSC. The TSC Chair, or any other TSC member so designated by the
   TSC, will serve as the primary communication contact between the
   Project and the Technical Advisory Council of the Academy Software
   Foundation of The Linux Foundation.
-  **g.** Responsibilities: The TSC will be responsible for all aspects
   of oversight relating to the Project, which may include:

   -  **i.** coordinating the technical direction of the Project;
   -  **ii.** approving project or system proposals (including, but not
      limited to, incubation, deprecation, and changes to a
      sub-project's scope);
   -  **iii.** rganizing sub-projects and removing projects;
   -  **ii.** creating sub-committees or working groups to focus on
      cross-project technical issues and requirements;
   -  **v.** appointing representatives to work with other open source
      or open standards communities;
   -  **vi.** establishing community norms, workflows, issuing releases,
      and security issue reporting policies;
   -  **vii.** approving and implementing policies and processes for
      contributing (to be published in the CONTRIBUTING file) and
      coordinating with the Series Manager to resolve matters or
      concerns that may arise as set forth in Section 7 of this Charter;
   -  **viii.** discussions, seeking consensus, and where necessary,
      voting on technical matters relating to the code base that affect
      multiple projects; and
   -  **ix.** coordinating any marketing, events, or communications
      regarding the Project with the LF Projects Manager or their
      designee.

3. TSC Voting

-  **a.** While the Project aims to operate as a consensus based
   community, if any TSC decision requires a vote to move the Project
   forward, the voting members of the TSC will vote on a one vote per
   voting member basis.
-  **b.** Quorum for TSC meetings requires at least two-thirds of all
   voting members of the TSC to be present. The TSC may continue to meet
   if quorum is not met, but will be prevented from making any decisions
   at the meeting.
-  **c.** Except as provided in Section 7.c. and 8.a, decisions by vote
   at a meeting require a majority vote of those in attendance, provided
   quorum is met. Decisions made by electronic vote without a meeting
   require a majority vote of all voting members of the TSC.
-  **d.** In the event a vote cannot be resolved by the TSC, any voting
   member of the TSC may refer the matter to the Series Manager for
   assistance in reaching a resolution.

4. Compliance with Policies

-  **a.** This Charter is subject to the Series Agreement for the
   Project and the Operating Agreement of LF Projects. Contributors will
   comply with the policies of LF Projects as may be adopted and amended
   by LF Projects, including, without limitation the policies listed at
   https://lfprojects.org/policies/.
-  **b.** The TSC may adopt a code of conduct (“CoC”) for the Project,
   which is subject to approval by the Series Manager. Contributors to
   the Project will comply with the CoC or, in the event that a
   Project-specific CoC has not been approved, the LF Projects Code of
   Conduct listed at https://lfprojects.org/policies/.
-  **c.** When amending or adopting any policy applicable to the
   Project, LF Projects will publish such policy, as to be amended or
   adopted, on its web site at least 30 days prior to such policy taking
   effect; provided, however, that in the case of any amendment of the
   Trademark Policy or Terms of Use of LF Projects, any such amendment
   is effective upon publication on LF Project's web site.
-  **d.** All participants must allow open participation from any
   individual or organization meeting the requirements for contributing
   under this Charter and any policies adopted for all participants by
   the TSC, regardless of competitive interests. Put another way, the
   Project community must not seek to exclude any participant based on
   any criteria, requirement, or reason other than those that are
   reasonable and applied on a non-discriminatory basis to all
   participants in the Project community.
-  **e.** The Project will operate in a transparent, open,
   collaborative, and ethical manner at all times. The output of all
   Project discussions, proposals, timelines, decisions, and status
   should be made open and easily visible to all. Any potential
   violations of this requirement should be reported immediately to the
   LF Projects Manager.

5. Community Assets

-  **a.** LF Projects shall hold title to all trade or service marks
   used by the Project (“Project Trademarks”), whether based on common
   law or registered rights. Project Trademarks shall be transferred and
   assigned to LF Projects to hold on behalf of the Project. Any use of
   any Project Trademarks by participants in the Project shall be in
   accordance with the license from LF Projects and inure to the benefit
   of LF Projects.
-  **b.** The Project shall, as permitted and in accordance with such
   license from LF Projects, develop and own all Project GitHub and
   social media accounts, and domain name registrations created by the
   Project community.
-  **c.** Under no circumstances shall LF Projects be expected or
   required to undertake any action on behalf of the Project that is
   inconsistent with the tax-exempt status or purpose, as applicable, of
   LFP, Inc. or LF Projects, LLC.

6. General Rules and Operations.

-  **a.** The Project will:

   -  **i.** 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 LF Projects, LFP, Inc. and
      other partner organizations in the open source software community;
      and
   -  **ii.** respect the rights of all trademark owners, including any
      branding and trademark usage guidelines.

7. Intellectual Property Policy

-  **a.** Participants acknowledge that the copyright in all new
   contributions shall be retained by the copyright holder as
   independent works of authorship and that no contributor or copyright
   holder will be required to assign copyrights to the Project.
-  **b.** Except as described in Section 7.c., all code contributions to
   the Project are subject to the following:

   -  **i.** All new inbound code contributions to the Project must be
      made using the **BSD 3-Clause License (available
      here: **\ https://github.com/AcademySoftwareFoundation/OpenColorIO/blob/main/LICENSE\ **)**
      (the “Project License”).
   -  **ii.** All new inbound code contributions must:

      1. be made pursuant to a duly executed Project Contribution
         License Agreement (the “CLA”), available on the Project's web
         site; and
      2. be accompanied by a Developer Certificate of Origin
         (http://developercertificate.org) sign-off in the source code
         system that is submitted through a TSC-approved contribution
         process which will bind the authorized contributor and, if not
         self-employed, their employer to the applicable license;

   -  **iii.** All outbound code will be made available under the
      Project License.
   -  **iv.** Documentation will be received and made available by the
      Project under the Creative Commons Attribution 4.0 International
      License (available at
      http://creativecommons.org/licenses/by/4.0/).
   -  **V.** The Project may seek to integrate and contribute back to
      other open source projects (“Upstream Projects”). In such cases,
      the Project will conform to all license requirements of the
      Upstream Projects, including dependencies, leveraged by the
      Project. Upstream Project code contributions not stored within the
      Project's main code repository shall comply with the contribution
      process and license terms for the applicable Upstream Project.

-  **c.** If an alternative inbound or outbound license is required for
   compliance with the license for a leveraged open source project or is
   otherwise required to achieve the Project's mission, the Governing
   Board of the Academy Software Foundation of The Linux Foundation
   (“Governing Board”) or the Governing Board's designated committee may
   approve the use of an alternative license for specific inbound or
   outbound contributions on an exception basis. Any exceptions must be
   approved by a vote of the Governing Board and must be limited in
   scope to what is required for such purpose. To request an exception,
   please describe the contribution, the alternative open source
   license(s), and the justification for using an alternative open
   source license for the Project.
-  **d.** Contributed files should contain license information, such as
   SPDX short form identifiers, indicating the open source license or
   licenses pertaining to the file.

8. Amendments

-  **a.** This charter may be amended by a two-thirds vote of the entire
   TSC and is subject to approval by LF Projects.
