Documents to be added as part of ASWF transfer (#1137)

* Technical Charter, governance documents, Code of Conduct (approved by TSC)

* Draft copies of the proposed new CLAs.

These are as identical as possible to the corresponding documents of
OCIO (differing only for name changes and the like, and in just one or
two places, substituting an equivalent but slightly more clearly
worded version of some piece from OpenEXR). None of the important
legal stuff like CLAs or licenses have been altered from the OCIO and
ASWF standard template as they were approved (by my organization) for
that project.

The license remains the 3-clause BSD we have always used, so there is
no reason to contact prior authors for re-licensing. But when we get
around to moving the repo from the Imageworks GitHub account to the
ASWF one, the new CLAs will take effect and subsequent contributors
will need to sign them (even if they had previously signed the Sony
ones).

ASWF/CLA-corporate-draft.md

@@ -0,0 +1,58 @@
+Corporate Contributor License Agreement ("Agreement")
+
+Thank you for your interest in the Open Shading Language Project a Series of
+LF Projects, LLC (hereinafter "Project"). In order to clarify the
+intellectual property licenses granted with Contributions from any corporate
+entity to the Project, LF Projects, LLC ("LF Projects") is required to have
+a Corporate Contributor License Agreement (CCLA) on file that has been
+signed by each contributing corporation.
+
+Each contributing corporation ("You") must accept and agree that, for any
+Contribution (as defined below), You and all other individuals and entities
+that control You, are controlled by You, or are under common control with
+You, are bound by the licenses granted and representations made as though
+all such individuals and entities are a single contributor. For the purposes
+of this definition, "control" means (i) the power, direct or indirect, to
+cause the direction or management of such entity, whether by contract or
+otherwise, or (ii) ownership of fifty percent (50%) or more of the
+outstanding shares, or (iii) beneficial ownership of such entity.
+
+"Contribution" means any code, documentation or other original work of
+authorship that is submitted to LF Projects for inclusion in the Project by
+Your employee or by any individual or entity that controls You, or is under
+common control with You or is controlled by You and authorized to make the
+submission on Your behalf.
+
+You accept and agree that all of Your present and future Contributions to
+the Project shall be:
+
+Submitted under a Developer's Certificate of Origin v. 1.1 (DCO); and
+Licensed under the BSD-3-Clause License.
+
+You agree that You shall be bound by the terms of the BSD-3-Clause License
+for all contributions made by You and Your employees. Your designated
+employees are those listed by Your CLA Manager(s) on the system of record
+for the Project. You agree to identify Your initial CLA Manager below and
+thereafter maintain current CLA Manager records in the Project's system of
+record.
+
+
+Initial CLA Manager (Name and Email): ______________________________________
+
+
+Corporate Signature:
+
+
+Company Name: ____________________________________________
+
+
+Signature: _______________________________________________
+
+
+Name: _______________________________________________
+
+
+Title _______________________________________________
+
+
+Date: _______________________________________________

ASWF/CLA-individual-draft.md

@@ -0,0 +1,33 @@
+Individual Contributor License Agreement ("Agreement")
+
+Thank you for your interest in the Open Shading Language Project a Series of
+LF Projects, LLC (hereinafter "Project"). In order to clarify the
+intellectual property licenses granted with Contributions from any corporate
+entity to the Project, LF Projects, LLC ("LF Projects") is required to have
+an Individual Contributor License Agreement (ICLA) on file that has been
+signed by each contributing individual. (For legal entities, please use the
+Corporate Contributor License Agreement (CCLA).)
+
+Each contributing individual ("You") must accept and agree that, for any
+Contribution (as defined below), You are bound by the licenses granted and
+representations made herein.
+
+"Contribution" means any code, documentation or other original work of
+authorship that is submitted to LF Projects for inclusion in the Project by
+You or by another person authorized to make the submission on Your behalf.
+
+You accept and agree that all of Your present and future Contributions to
+the Project shall be:
+
+Submitted under a Developer's Certificate of Origin v. 1.1 (DCO); and
+Licensed under the BSD-3-Clause License.
+
+
+
+Signature: __________________________________________
+
+
+Name: _______________________________________________
+
+
+Date: _______________________________________________

ASWF/Technical-Charter.md

@@ -0,0 +1,252 @@
+# 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
+    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 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/imageworks/OpenShadingLanguage/blob/master/LICENSE)
+      (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.
+

ASWF/meetings/template.md

@@ -1,13 +1,14 @@
 <!-- SPDX-License-Identifier: CC-BY-4.0 -->
 <!-- Copyright Contributors to the Open Shading Language Project. -->
 
-# TSC meeting DATE
+# OSL TSC meeting DATE
 
-Host: NAME
+[Video link](https://zoom.us/j/100511909)
+[Agenda link](https://docs.google.com/document/d/1yf0bG6eoE2EvKZBNZX3nskdTvu99ADTDTNOknCDJd1I/)
 
 ### Attendees:
 
-TSC members:
+TSC voting members:
   * [ ] Luke Emrose, Animal Logic
   * [ ] Eric Enderton, NVIDIA
   * [ ] Stephen Friedman, Pixar
@@ -39,5 +40,12 @@ Additional attendees:
     - info
     - info
 
+
+### Next steps
+
+* New action items:
+    -
+    -
+
 * Items for next TSC meeting agenda:
     - xxx

CODE_OF_CONDUCT.md

@@ -0,0 +1,8 @@
+# Code of Conduct
+
+The Open Shading Language project abides by Linux Foundation's code of
+conduct, which you can read in full
+[here](https://lfprojects.org/policies/code-of-conduct).
+
+To report incidents or to appeal reports of incidents, send email to
+the Manager of LF Projects at manager@lfprojects.org.