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Open Mainframe Project Charter

The Linux Foundation

Effective October 10, 2018

  1. Mission of the Open Mainframe Project (the “Project”).
  • a) Create an open source, technical community to benefit the ecosystem of Linux and open source software on the mainframe.
  • b) Include participation of leading members of this ecosystem, including end users, solution providers, application developers and systems administrators.
  • c) Host the infrastructure for the open source project, establishing a neutral home for community meetings, events and collaborative discussions and providing structure around the business and technical governance of the Project.
  • d) Partner with the academic community in order to increase the number of mainframe-focus academic programs and to equip students with industry-relevant mainframe skill sets.
  1. Membership.
  • a) The Project shall be composed of Platinum, Platinum End-User, Silver, Academic Institution, and Associate Members. All Platinum, Platinum End-User and Silver members must be current corporate members of The Linux Foundation at any level to participate in the Project.
  • b) In order to qualify as a Platinum End-User Member, the applicant must either be approved by the Governing Board as a Platinum End-User, or, if the Governing Board sets criteria for joining as a Platinum End-User, meet such criteria.
  • c) The Academic Institution Member category of membership is limited to academic institutions, as such may be classified and defined by the Governing Board. These institutions will be expected, in exchange for their membership in the Project, to host infrastructure, technical projects or otherwise support the community with resources, such as staffing resources.
  • d) The Associate Member category of membership is limited to non-profits and open source projects, and requires approval by the Governing Board, or, if the Governing Board sets criteria for joining as an Associate Member, the meeting of such criteria.
  • e) Individual Members will be required to agree that any contribution to the Project will be done pursuant to the terms of the Membership Agreement and this Charter and that his or her employer, if any, will have full knowledge of, and will have approved of, the Individual Member’s participation in the Project.
  • f) Platinum Members, Platinum End-User Members, Silver Members, Academic Institution and Associate Members shall be entitled to:
    • i) participate in Project meetings, initiatives, events and any other activities; and
    • ii) identify their company as a member of, or participant in, the Project.
  • g) Platinum and Platinum End-User Members shall be entitled to appoint a representative to the Governing Board, the Marketing Committee and any other committees established by the Governing Board.
  1. Governing Board
  • a) Composition – the Governing Board voting members shall consist of:
    • i) one representative appointed from each Platinum Member;
    • ii) one representative appointed from each Platinum End-User Member;
    • iii) one Silver Member representative (rounded down to the nearest whole number, but at least one at any time there is at least one Silver Member of the Project ) elected annually by the Silver Members for every 10 Silver Members; with no more than three Silver Member representatives;
    • iv) one Academic Institution Member representative (rounded down to the nearest whole number, but at least one at any time there is at least one Academic Institution Member of the Project) elected annually by the Academic Institution Members for every 10 Academic Institution Members; with no more than three Academic Institution Member representatives; and
    • v) the TAC Chair.
  • b) Responsibilities:
    • i) approve a budget directing the use of funds raised from all sources of revenue;
    • ii) elect a Chair of the Project to preside over meetings, authorize expenditures approved by the budget and manage any day-to-day operations; and
    • iii) vote on decisions or matters before the Governing Board.
  1. Technical Advisory Council (“TAC”)
  • a) Composition – the TAC voting members shall consist of:
    • i) one appointed representative from each Platinum Member and each Platinum End-User Member; and
    • ii) a representative from each TAC top-level project, as appointed by the top-level project; anyone can participate on the TAC by contributing to the technical community and becoming a maintainer.
  • b) Top-level projects are expected to establish governance procedures and policies to ensure that participation is open to all.
  • c) The TAC will establish work flow procedures for the submission, approval and closure/archiving of top-level projects by the TAC subject to approval by the Governing Board.
  • d) IBM has agreed to make available, as a technical resource to the TAC, a technical "fellow" resource (the "CTO") who will be available to help the technical community focus, plan and execute TAC projects. The CTO shall be a non-voting (except as voting rights may be provided by operation of Section 4.a.) representative on the TAC.
  • e) The TAC shall appoint a TAC Chair, who will be a voting member of the Governing Board.
  • f) Responsibilities: The TAC shall be responsible for:
    • i) coordinating the technical direction of the Project;
    • ii) overseeing top-level projects and the project lifecycle of top-level projects;
    • iii) communicating with external and industry organizations concerning Project technical matters;
    • iv) appointing representatives to work with other open source or open standards communities.
  1. Marketing Committee
  • a) Composition – the Marketing Committee voting members shall consist of:
    • i) one appointed representative from each Platinum Member and each Platinum End-User Member; and
    • ii) one representative elected by the Silver, Academic Institution and Associate Members as a class.
  • b) Responsibilities: The Marketing Committee shall be responsible for designing, developing and executing marketing efforts on behalf of the Governing Board.
  1. Voting
  • a) While it is the goal of the project to operate as a consensus based community, if any decision requires a vote to move forward, the representatives of the Governing Board, TAC, or Marketing Committee, as applicable, shall vote on a one vote per representative basis.
  • b) Decisions by vote shall be based on a majority vote, provided that at least sixty percent (60%) of the Governing Board, TAC, Marketing Committee or other committee representatives, as applicable, must be either present or participating electronically or by written action in order to conduct a valid vote.
  • c) In the event of a tied vote with respect to an action by the Governing Board, TAC, Marketing Committee or other committee created by the Governing Board, the chair of such board or committee shall be entitled to submit a tie-breaking vote.
  1. Antitrust Guidelines
  • a) All members shall abide by The Linux Foundation Antitrust Policy available at http://www.linuxfoundation.org/antitrust-policy.
  • b) All members shall encourage open participation from any organization able to meet the membership requirements, regardless of competitive interests. Put another way, the Governing Board shall not seek to exclude members based on any criteria, requirements or reasons other than those used for all members.
  1. Code of Conduct
  1. Budget
  • a) The Governing Board shall approve an annual budget and never commit to spend in excess of funds raised. The budget shall be consistent with the non-profit mission of The Linux Foundation.
  • b) The Linux Foundation shall provide regular reports of spend levels against the budget.
  1. General & Administrative Expenses
  • a) The Linux Foundation shall 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 shall equal 9% of the Project’s first $1,000,000 of gross receipts and 6% of the Project’s gross receipts over $1,000,000.
  1. General Rules and Operations. The Governing Board shall:
  • a) demonstrate plans and the means to coordinate with the open source project’s developer community, including on topics such as branding, logos, and other collateral that will represent the community;
  • b) engage 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 software community;
  • c) respect the rights of all trademark owners, including any branding and usage guidelines;
  • d) engage The Linux Foundation for all press and analyst relations activities;
  • e) upon request, provide information regarding project participation, including information regarding attendance at project-sponsored events, to The Linux Foundation;
  • f) engage The Linux Foundation for any websites directly for the Project; and
  • g) operate under such rules and procedures as may from time to time be approved by the Project’s Governing Board and confirmed by The Linux Foundation.
  1. Intellectual Property Policy
  • a) All new inbound kernel level code contributions to the Project shall be made under the GNU General Public License, version 2 (“GPLv2”, available at http://www.gnu.org/licenses/old-licenses/gpl-2.0.en.html) accompanied by a Developer Certificate of Origin sign-off (http://developercertificate.org/) that is submitted through a Board-approved contribution process which will bind the authorized contributor and, if not self-employed, their employer to the licenses expressly granted in the GPLv2 license, only with respect to such contribution, with no limitation, estoppel or effect on any other member of the Project;
  • b) All outbound kernel level code will be made available under the GPLv2;
  • c) All new inbound non-kernel level code contributions to the Project shall be made under the Apache License, Version 2.0 (available at http://www.apache.org/licenses/LICENSE-2.0) accompanied by a Developer Certificate of Origin sign-off (http://developercertificate.org) that is submitted through a Board-approved contribution process which will bind the authorized contributor and, if not self-employed, their employer to the licenses expressly granted in theApache License, Version 2.0, only with respect to such contribution, with no limitation, estoppel or effect on any other member of the Project;
  • d) All outbound non-kernel level code will be made available under the Apache License, Version 2.0.
  • e) All 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/).
  • f) 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 may approve the use of an alternative open source license (as defined https://opensource.org/osd-annotated) for inbound or outbound contributions on an exception basis. Please email board@openmainframeproject.org to obtain exception approval.
  1. Amendments
  • a) This charter may be amended by a super majority vote of all Governing Board members, subject to approval by The Linux Foundation. A super majority vote is defined as a vote in favor by 70% of the Governing Board, ignoring any abstentions.
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