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OpenHW Asia Working Group Charter

Draft Version 0.2 - Not Yet Approved

Revision History at End

Vision and Scope

The OpenHW Asia Working Group (AWG) is a Working Group of the Eclipse Foundation AISBL. The OpenHW AWG is a joint initiative of the Eclipse Foundation AISBL and the OpenHW Group, a Canadian non-profit with a close partnership with the Eclipse Foundation. As such, Members wishing to contribute to the initiatives of the OpenHW AWG are required to be members of both Eclipse Foundation and OpenHW Group. Further details are described below. The overarching goal of the AWG is to address Asia-focused initiatives complementing the work program of the OpenHW Group. Those initiatives may address strategic or market analysis, technical requirements, and digital sovereignty. By working collaboratively, members of Eclipse Foundation and OpenHW Group can pursue those initiatives and have a positive impact with strategic open hardware and related open software projects.

The specific tasks of AWG, outlined in more detail below, are:

  • To establish partnerships with Asian RISC-V organizations and to drive dialogue to jointly define open source roadmaps for chip IP, software, hardware, and other ecosystem elements that are needed by Asian ecosystems.
  • To gather Asian-centric requirements and strategic/technology needs for an open hardware ecosystem and to incubate projects arising from that discussion under the OpenHW Group top level project.
  • To carry out Asian marketing initiatives in support of the AWG's initiatives.

The AWG will work closely with the OpenHW Group's Technical Working Group. In addition, to advance the objective of carrying out marketing initiatives, it is expected the AWG will work closely with the OpenHW Group's Marketing Working Group. Both of these groups are defined in the OpenHW Group's Bylaws. The AWG may recommend that projects be initiated by the OpenHW Group by developing and presenting project concept proposals to the OpenHW Group Technical Working Group.

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.

  • 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.

In addition, all Members must be a party to the OpenHW Group Membership Agreement and are expected to adhere to the OpenHW Group Bylaws and then-current policies. More details are available at https://www.openhwgroup.org/membership/.

Membership

With the exception of Guest members as described below, an entity must be at least a Contributing Member of the Eclipse Foundation (formerly Solutions Member), and an OpenHW Group Supporter, Silver, Gold, or Platinum Member. An entity must have executed the OpenHW AWG Working Group Participation Agreement and adhere to the requirements set forth in this Charter to participate.

The participation fees, if any, associated with each of these membership classes are shown in the Annual Participation Fees section. These are annual fees, and are established by the OpenHW Asia 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 described in the Eclipse Foundation Bylaws and detailed in the Eclipse Foundation Membership Agreement. The fees associated with membership in the OpenHW Group are separate from any Working Group membership fees, and are described in the OpenHW Membership Agreement.

There are two classes of AWG Membership - Participant and Guest.

Classes of Membership

Participant Members

Participant Members are typically organizations that deliver products or services based upon related standards, specifications and technologies, or view this Working Group's technologies and related initiatives as strategic to their organization. These organizations 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 and an OpenHW Group Supporter, Silver, Gold, or Platinum member.

Guest Members

Guest Members are organizations which are Associate members of the Eclipse Foundation and must be a Supporter, Silver, Gold or Platinum member of OpenHW Group. Typical guests include R&D partners, universities, academic research centers, etc. Guests may be invited to participate in committee meetings at the invitation of the respective committee, but under no circumstances do Guest members have voting rights. Guest members are required to execute the Working Group's Participation Agreement.

Governance

The OpenHW AWG is designed as:

  • a vendor-neutral, member-driven organization
  • a means to organize Asia-focused activities of the OpenHW Group ecosystem

In addition to meeting all Eclipse Foundation governance requirements, the AWG governance model is intended to align closely with the activities and initiatives of the OpenHW Group.

Governing Bodies

Steering Committee

Powers and Duties

Steering Committee members are required to:

  • Ensure the strategy of the Working Group is defined and managed.
  • Ensure the Eclipse projects included within the scope of the Working Group are defined and managed.
  • Ensure the research initiatives of the Working Group are identified and approved prior to being pursued.
  • Work in conjunction with the OpenHW Technical Working Group and other OpenHW Working Groups as appropriate, to ensure visibility, alignment, and coordination with those Working Groups.
  • Working in conjunction with the OpenHW Marketing Working Group, establish and manage a marketing plan.
  • Review and approve this charter.
  • Define the annual fees for all classes of the Working Group members.
  • Establish an annual program plan.
  • Approve the annual budget based upon funds received through fees.

Composition

A minimum of two and up to five representatives shall be elected from among the Participant Members. Participant Member seats are allocated following the Eclipse "Single Transferable Vote", as defined in the Eclipse Foundation Bylaws.

The Steering 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 twice a year.

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 Eclipse Foundation 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 in Good Standing represented at a committee meeting at which a quorum is present.

Super Majority

For actions (i) approving or changing the name of the Working Group; and (ii) approving changes to annual Member contribution requirements; any such actions must be approved by no less than two-thirds (2/3) of the representatives in Good Standing represented at a committee meeting at which a quorum is present.

Term and Dates of Elections

This section only applies to the Steering 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.

Elected Representatives

Elected representatives shall each serve one-year terms and shall be elected to serve for a 12 month term 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.

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 same has been provided to each of the representatives at least fifteen (15) calendar days prior to such meeting, which 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.

Invitations

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

Working Group Fees

Currently, there are no fees associated with participation in this Working Group.

Charter History

  • v0.1 Proposed draft
  • v0.2 Eclipse Foundation review

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