# Technical Charter (the "Charter") for Open Shading Language a Series of LF Projects, LLC

This charter (the "Charter") sets forth the responsibilities and procedures
for technical contribution to, and oversight of, the Open Shading Language
project, which has been established as Open Shading Language 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
    for programmable shading in advanced renderers and other applications,
    ideal for describing materials, lights, displacement, and pattern 
    generation.

  * **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 or at the discretion of the TSC. A
      Committer may be removed by a majority approval of the other existing
      Committers, or at the discretion of the TSC.

  * **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 workflow 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 his or her 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 Academy Software Foundation Fund 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.** organizing sub-projects and removing projects;

    - **iv.** 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.** At least fifty percent of all voting members of the TSC must be
    present at a TSC meeting in order to establish a quorum. The TSC may
    continue to meet if a quorum is not met, but will be prevented from
    making any decisions at such 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 or its
    designee 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 will hold title to all trade or service marks used by
    the Project ("Project Trademarks"), whether based on common law or
    registered rights.  Project Trademarks will 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 will 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 will 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/OpenShadingLanguage/blob/main/LICENSE.md)
      (the "Project License").

    - **ii.** All new inbound code contributions must:

      o **a.** be made pursuant to a binding Project Contribution License
        Agreement (the "CLA") available on the Project's web site; and

      o **b.** 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 Fund of the Linux Foundation
    ("Governing Board"), or the Governing Board's representatives designated
    for such purpose, 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 a 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, subject to reasonable approval by LF Projects.

