AICE Working Group Charter

Draft - Not Yet Approved

Version 0.9 - Revision History at end of document

Vision and Scope

The Eclipse AI, Cloud & Edge (AICE) Working Group, hereafter referred to as AICE WG, manages and operates an open lab (the “AICE OpenLab”) that provides a set of resources to promote the advancement, implementation, and verification of open source software for AI, Cloud, and Edge computing. The AICE WG and the associated AICE OpenLab does this by:

• Fostering open and neutral collaboration amongst members for the adoption of open source technologies
• Defining, publishing and promoting reference architectures, blueprints and distributions of open source software that have been verified for industry AI, Cloud, and Edge standards, requirements, and use cases
• Developing and providing open source verification test suites, test tools, calibrated datasets and hosted test infrastructure for industry AI, Cloud, and Edge standards, requirements and use cases
• Ensuring that key requirements regarding privacy, security and ethics are integrated into all the OpenLab activities
• Partnering with industry organizations to assemble and verify open source software for their standards, requirements, and use cases
• Promoting the AICE OpenLab in the marketplace and engaging with the larger open source community
• Managing and funding the lab infrastructure resources to support this work

Governance and Precedence

Applicable Documents

The following governance documents are applicable to this charter, each of which can be found on the Eclipse Foundation Governance Documents page or the Eclipse Foundation Legal Resources page:

• Eclipse Foundation Bylaws
• Eclipse Foundation Working Group Process
• Eclipse Foundation Working Group Operations Guide
• Eclipse Foundation Code of Conduct
• Eclipse Foundation Communication Channel Guidelines
• Eclipse Foundation Membership Agreement
• Eclipse Foundation Intellectual Property Policy
• Eclipse Foundation Antitrust Policy
• Eclipse Foundation Development Process
• Eclipse Foundation Trademark Usage Guidelines

All Members must be parties to the Eclipse Foundation Membership Agreement, including the requirement set forth in Section 2.2 to abide by and adhere to the Bylaws and then-current policies of the Eclipse Foundation, including but not limited to the Intellectual Property and Antitrust Policies.

In the event of any conflict between the terms set forth in this working group’s charter and the Eclipse Foundation Bylaws, Membership Agreement, Development Process, Specification Process, Working Group Process or any policies of the Eclipse Foundation, the terms of the respective Eclipse Foundation Bylaws, Membership Agreement, process or policy shall take precedence.

Membership

With the exception of Guest members as described below, an entity must be at least a Contributing Member of the Eclipse Foundation, have executed the AICE Working Group participation agreement once defined and adhere to the requirements set forth in this Charter to participate.

The participation fees associated with each of these membership classes are shown in the Annual Participation Fees section. These are annual fees, and are established by the AICE Steering Committee, and will be updated in this charter document accordingly.

The fees associated with membership in the Eclipse Foundation are separate from any Working Group membership fees, and are decided as described in the Eclipse Foundation Bylaws and detailed in the Eclipse Foundation Membership Agreement.

There are three (3) classes of AICE Working Group membership - Strategic, Participant and Guest.

Classes of Membership

Strategic Members

Strategic Members are organizations that view the AICE OpenLab as strategic to their organization and are investing significant resources to sustain and shape the activities of this working group. Strategic Members of this working group must be at least a Contributing Member of the Eclipse Foundation and commit to strategic membership for a three (3) year period.

Strategic Members want to influence the definition and further development of the relevant best practices being adopted and promoted by AICE OpenLab blueprints and reference architectures, as well as the management of the AICE OpenLab resources. They are members of the Steering Committee and invest an essential amount of resources to sustain and shape the Working Group activities.

Participant Members

Participant Members consider interoperability and best practice adoption related to AI, Cloud & Edge a relevant addition to their business. Participant Members are invested in the relevant best practices being adopted and promoted by AICE OpenLab projects as well as requiring access to the resources of the AICE OpenLab.

Participant Members want to participate in the development and direction of an open ecosystem related to this working group. Participant Members of this working group must be at least a Contributing Member of the Eclipse Foundation.

Guest Members

Guest Members are organizations which are Associate members of the Eclipse Foundation. Typical guests include Associations for various industry verticals, Open Source Software Communities, SDOs, R&D partners, universities, academic research centers, etc.

Guest members cannot use the AICE OpenLab resources allocated to Special Interest Groups (as defined below) to fulfill their own requirements and use cases. However they may support Strategic and Participant members in the application of their own open specifications, open source projects or specific domain artifacts within the domain of the Special Interest Groups.

Guests may be invited to participate in committee or Special Interest Group meetings at the invitation of the respective committee or SIG, but under no circumstances do Guest members have voting rights. Guest members are required to execute the working group’s Participation Agreement.

Guest membership is free of charge.

Sponsorship of the AICE Working Group

Sponsors are companies or individuals who provide money or services to the working group on an ad hoc basis to support the activities of the AICE Working Group and its managed projects. Money or services provided by sponsors are used as set forth in the working group annual budget. The working group is free to determine whether and how those contributions are recognized. Under no condition are sponsorship monies refunded.

Sponsors need not be members of the Eclipse Foundation or of the AICE Working Group.

Governance

This AICE Working Group is designed as:

• a vendor-neutral, member-driven organization
• a means to foster a vibrant and sustainable ecosystem of SIGs
• a means to manage collaboration on an infrastructure for experiments and tests

In order to implement these principles, the following governance bodies have been defined (each a "Body"):

• The Steering Committee
• The OpenLab Operations and Architecture Committee
• The Privacy, Security and Ethics Committee

Governing Bodies

The Steering Committee oversees the overall governance of the AICE OpenLab.

Steering Committee

Powers and Duties

Steering Committee members are required to:

• Define and manage the strategy of the working group
• Review and approve requests for the creation, modification or termination of SIGs
• Manage AICE OpenLab resource allocations to SIGs and resolve cross SIG AICE OpenLab resource allocation disputes referred to it by the AICE Open Lab Operations and Architecture Committee
• Mediate cases that have been brought to it from the Privacy, Security and Ethics Committee with the relevant SIGs
• Manage and approve sponsorship contributions applications
• Review and approve SIG processes, policies, open source projects and tools used by the SIGs within the AICE OpenLab and which may be included in the released AICE OpenLab blueprints and reference architectures
• Define and manage which Eclipse Foundation projects are included within the scope of this working group
• Establish an annual program plan
• Review and approve this charter
• Define the annual fees for all classes of the working group members
• Approve the annual budget based upon funds received through fees and sponsorship

Composition

Each Strategic Member of the working group has a seat on the Steering Committee.

One seat is allocated to Participant Members. Participant Member seats are allocated following the Eclipse "Single Transferable Vote", as defined in the Eclipse Foundation Bylaws.

The Committee elects a chair of the Steering Committee. This chair is elected among the members of the Committee. They will serve for a 12 month period or until their successor is elected and qualified, or as otherwise provided for in this Charter. There is no limit on the number of terms the chair may serve.

Meeting Management

The Steering Committee meets at least quarterly.

As prescribed in the Eclipse Foundation Working Group Process, all meetings related to the working group will follow a prepared agenda and minutes are distributed two weeks after the meeting and approved at the next meeting at the latest, and shall in general conform to the Eclipse Foundation AntiTrust Policy.

OpenLab Operations and Architecture Committee

The OpenLab Operations and Architecture Committee oversees the technical design and operations of the AICE OpenLab resources.

Powers and Duties

OpenLab Operations and Architecture Committee members are required to:

• Define and manage a policy to govern Allocation and Consumption of OpenLab resources by Special Interest Groups
• Give priority to applications driven by Members
• Ensure that the design and build of the lab meets the needs of the OpenLab members and SIGs
• Establish targets for uptime and security of the resources within the AICE OpenLab
• Oversee the management the AICE OpenLab Administration tasks
• Technical Steering of the AICE OpenLab in terms of best practices applied to lab assets

Composition

Members of the OpenLab Operations and Architecture Committee are generally senior technical experts with the skills to design, build, and operate the lab.

Each Strategic Member of the working group has a seat on the OpenLab Operations and Architecture Committee.

Three seats are allocated to Participant Members. Participant Member seats are allocated following the Eclipse "Single Transferable Vote", as defined in the Eclipse Foundation Bylaws.

Guest members may be invited by the Steering Committee as observers. Guest members have no voting rights.

Other individuals may be invited by the Steering Committee to participate in the OpenLab Operations and Architecture Committee with no voting rights.

Any additional individuals as designated from time to time by the Executive Director.

The Committee elects a chair who reports to the Steering Committee. This chair is elected among the members of the Committee. They will serve for a 12 month period or until their successor is elected and qualified, or as otherwise provided for in this Charter. There is no limit on the number of terms the chair may serve.

Meeting Management

The OpenLab Operations and Architecture Committee meets at least quarterly.

All meetings will follow a prepared agenda and minutes are distributed two weeks after the meeting and approved at the next meeting at the latest.

Privacy, Security and Ethics Committee

The OpenLab Privacy, Security and Ethics Committee oversees the privacy, security and ethical issues of the AICE OpenLab data usage and artefacts production.

Powers and Duties

Privacy, Security and Ethics Committee members are required to:

• Review the processes, open source projects and tools that the AICE Working Group SIGs should use, leverage and provide guidance to SIGs to enhance the privacy, security and ethics applied to all data that resides or passes through the AICE OpenLab.
• Provide guidance for SIGs to implement increased security where necessary and in the case of disputes refer to the Steering Committee for mediation.
• Provide guidance to better ensure all blueprints and reference architectures produced by SIGs have high standards for privacy, security and ethics.

Composition

Members of the OpenLab Privacy, Security and Ethics Committee are generally senior experts with the skills and experience to appropriately and effectively meet the Committee’s purpose.

Each Strategic Member of the working group has a seat on the Privacy, Security and Ethics Committee.

One seat is allocated to Participant Members. Participant Member seats are allocated following the Eclipse "Single Transferable Vote", as defined in the Eclipse Bylaws.

Guest members that have been invited by the Steering Committee as observers. Guest members have no voting rights.

Individuals can be invited by the Steering Committee to participate in the OpenLab Operations and Architecture Committee with no voting rights.

Any additional individuals as designated from time to time by the Executive Director.

The Committee elects a chair who reports to the Steering Committee. This chair is elected among the members of the Committee. They will serve for a 12 month period or until their successor is elected and qualified, or as otherwise provided for in this Charter. There is no limit on the number of terms the chair may serve.

Meeting Management

The Privacy, Security and Ethics Committee meets at least quarterly.

All meetings will follow a prepared agenda and minutes are distributed two weeks after the meeting and approved at the next meeting at the latest.

Special Interest Groups

A Special Interest Group (SIG) is a community formed within the AICE Working Group with a focus to produce reference architectures, blueprints and distributions of open source software for a specific vertical. SIGs may be formed by Member organizations requesting allocation of AICE OpenLab resources to fulfil a specific purpose on the approval of the AICE Working Group Steering Committee. Only SIGs can utilize the AICE OpenLab infrastructure. SIGs provide the meeting point for Research, OSS Communities, Industry Associations and Standards Development Organizations (SDO), to utilize AICE OpenLab resources to foster improved technology adoption, compatibility and interoperability. SIGs own the lifecycle of the blueprints, reference architectures and use cases they will test, from definition to publicizing results.

Common Dispositions

The dispositions below apply to all governance bodies for this working group, unless otherwise specified. For all matters related to membership action, including without limitation: meetings, quorum, voting, electronic voting action without meeting, vacancy, resignation or removal, the respective terms set forth in the Eclipse Foundation Bylaws apply.

Appointed representatives on the Body may be replaced by the Member organization they are representing at any time by providing written notice to the Steering Committee. In the event a Body member is unavailable to attend or participate in a meeting of the Body, they may be represented by another Body member by providing a written proxy to the Body’s mailing list in advance. As per the Eclipse Foundation Bylaws, a representative shall be immediately removed from the Body upon the termination of the membership of such representative’s Member organization.

Voting

Simple Majority

Excepting the actions specified below for which a Super Majority is required, votes of the Body are determined by a simple majority of the representatives represented at a committee meeting at which a quorum is present.

Super Majority

For actions (i) requesting that the Eclipse Foundation Board of Directors approve a specification license; (ii) approving specifications for adoption; (iii) approving or changing the name of the working group; and (iv) approving changes to annual Member contribution requirements; any such actions must be approved by no less than two-thirds (2/3) of the representatives represented at a committee meeting at which a quorum is present.

Term and Dates of Elections

This section only applies to the Steering Committee, OpenLab Operations and Architecture Committee, and the Privacy, Security and Ethics Committee.

All representatives shall hold office until their respective successors are appointed or elected, as applicable. There shall be no prohibition on re-election or re-designation of any representative following the completion of that representative's term of office.

Strategic Members

Strategic Members Representatives shall serve in such capacity on committees until the earlier of their removal by their respective appointing Member organization or as otherwise provided for in this Charter.

Elected representatives

Elected representatives shall each serve one-year terms and shall be elected to serve for a 12 month period, or until their respective successors are elected and qualified, or as otherwise provided for in this Charter. Procedures governing elections of Representatives may be established pursuant to resolutions of the Steering Committee provided that such resolutions are not inconsistent with any provision of this Charter.

Membership and Committees Summary

Committee Representation	Strategic Member	Participant Member	Guest Member
Member of the Steering Committee	Appointed	Elected	N/A
Member of the Openlab Operations and Architecture Committee	Appointed	Elected	N/A
Member of the Privacy, Security and Ethics Committee	Appointed	Elected	N/A

Meetings Management

Meeting Frequency

Each governing body meets at least twice a year. All meetings may be held at any place that has been designated from time-to-time by resolution of the corresponding Body. All meetings may be held remotely using phone calls, video calls, or any other means as designated from time-to-time by resolution of the corresponding Body.

Place of Meetings

All meetings may be held at any place that has been designated from time-to-time by resolution of the corresponding body. All meetings may be held remotely using phone calls, video calls, or any other means as designated from time-to-time by resolution of the corresponding body.

Regular Meetings

No Body meeting will be deemed to have been validly held unless a notice of the same has been provided to each of the representatives at least fifteen (15) calendar days prior to such meeting, which notice will identify all potential actions to be undertaken by the Body at the Body meeting. No representative will be intentionally excluded from Body meetings and all representatives shall receive notice of the meeting as specified above; however, Body meetings need not be delayed or rescheduled merely because one or more of the representatives cannot attend or participate so long as at least a quorum of the Body is represented at the Body meeting.

Actions

The body may undertake an action only if it was identified in a body meeting notice or otherwise identified in a notice of special meeting.

Decisions

Decisions shall be taken by simple majority vote, unless specified otherwise. The body has a quorum if all representatives have properly been invited. Decisions shall be reported in writing. Guests do not have any voting rights.

Invitations

The Body may invite any member to any of its meetings. These invited attendees have no right to vote.

Working Group Fees

In 2021 the fees will be €0. The initial Steering Committee will be tasked with defining a fee structure and budget starting with calendar year 2022, and following years based on resource requirements necessary to achieve the objectives of the group. Members agree to pay the annual fees as established by the Steering Committee.

If fees are not established for a full calendar year, they will be effective one month following the resolution of established fees and will be prorated for the year. All members are expected to pay the prorated fees for the associated calendar year. Beginning with the next calendar year, fees will be assessed on an annual basis.

Established fees cannot be charged retroactively and any fee structure change will be communicated to all members via the mailing list and will be charged the next time a member is invoiced.

Working Group Annual Participation Fees Schedule A

The following fees have been established by the AICE Steering Committee. These fees are in addition to each participant’s membership fees in the Eclipse Foundation.

AICE Working Group Strategic Member Annual Participation Fees

Strategic members are required to execute the AICE Working Group Participation Agreement and to begin paying fees effective January 1, 2022.

Strategic members are required to commit to three (3) years of membership.

Corporate Revenue	Strategic
Annual Corporate Revenues greater than €250 million	€60 000
Annual Corporate Revenues greater than €100 million but less than or equal to €250 million	€35 000
Annual Corporate Revenues greater than €50 million but less than or equal to €100 million	€20 000
Annual Corporate Revenues greater than €10 million but less than or equal to €50 million	€10 000
Annual Corporate Revenues less than or equal to €10 million	€5 000
Annual Corporate Revenues less than €1 million with less than 10 employees	€5 000
Govt, Govt agencies, Research Organizations, NGOs, etc.	€5 000
Academic, Publishing Organizations, User Groups, etc.	€5 000

AICE Working Group Participant Member Annual Participation Fees

Participant members are required to execute the AICE Working Group Participation Agreement and to begin paying fees effective January 1, 2022.

Corporate Revenue	Strategic
Annual Corporate Revenues greater than €250 million	€20 000
Annual Corporate Revenues greater than €100 million but less than or equal to €250 million	€15 000
Annual Corporate Revenues greater than €50 million but less than or equal to €100 million	€10 000
Annual Corporate Revenues greater than €10 million but less than or equal to €50 million	€5 000
Annual Corporate Revenues less than or equal to €10 million	€1 000
Annual Corporate Revenues less than €1 million with less than 10 employees	€1 000
Govt, Govt agencies, Research Organizations, NGOs, etc.	€1 000
Academic, Publishing Organizations, User Groups, etc.	€1 000

AICE Working Group Guest Member Annual Participation Fees

Guest members pay no annual fees, but are required to execute the AICE Working Group Participation Agreement.

Charter History

• V0.9 Eclipse Foundation Review
• V0.8 Adjustments
• V0.7 Clarification of rights and requirements (Draft)
• V0.6 Rewording, add the notion of SIG, draft created April 21, 2021
• V0.5 Initial draft created March 23, 2021