OpenHW Foundation Charter
Draft — Not Yet Approved
Version #0.3 Revision History at End
Vision and Scope
The overarching goal of the OpenHW Foundation is to develop, protect, and promote the free and open-source cores, related intellectual property, tools, software (such as the CORE-V Family of open source RISC-V processors) and related activities. These initiatives may address strategic or market analysis, technical requirements, and digital sovereignty. By working collaboratively, members can pursue these initiatives and have a positive impact with strategic open hardware and related open software projects.
The specific goals outlined in more detail below are:
- Ensure the establishment and operation of a global code repository for the projects related to OpenHW Foundation.
- Establish partnerships with global RISC-V organisations and to drive dialogue to jointly define open source roadmaps for chip IP, software, hardware, and other ecosystem elements that are needed by global ecosystems.
- Gather global-centric requirements and strategic/technology needs for an open hardware ecosystem and to incubate projects arising from that discussion under the OpenHW top level project.
- Participate in projects relevant to global centric open hardware and related open software initiatives.
- Support the goal of the EU Chips Act or similar governmental and industry initiatives with the goal of building open sovereign supply chains.
- Support the development of vertical solutions, for example in support of the automotive industry to develop MVP including HW, Safety related SW artefacts like RTOS + an open platform based on OS SDV initiatives.
- Gather global requirements and strategic/technology needs for an open hardware ecosystem and where appropriate to incubate projects arising from that discussion under the Working Group top level project.
- Carry out global marketing initiatives in support of the Working Group initiatives.
The OpenHW Foundation will:
- Promote the OpenHW brand and its value in the marketplace.
- Provide vendor neutral marketing and other services to the OpenHW ecosystem.
- Leverage Eclipse-defined licensing and intellectual property flows that encourage community participation, protect community members, and encourage usage.
- Manage the overall technical and business strategies related to its open source projects.
- Establish and drive a funding model that enables this Foundation and its community to operate on a sustainable basis.
- 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
Governance and Precedence
The OpenHW Foundation is operated as an Eclipse Foundation Working Group and operates under the governance rules as specified in the Eclipse Foundation Working Group Process. The term "OpenHW Foundation Working Group" is used occasionally in this charter for purposes of consistency with the Eclipse Foundation Working Group Process and with other working group charters. For clarity, the terms "OpenHW Foundation" and "OpenHW Foundation Working Group" are interchangeable.
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:
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 OpenHW Foundation 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 OpenHW Foundation 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 3 classes of OpenHW Foundation membership - Strategic, Participant, and Guest.
Classes of Membership
Strategic Members
Strategic Members are organisations that view this Working Group standards, specifications and technologies as strategic to their organisation 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.
Participant Members
Participant Members are typically organisations that deliver products or services based upon related standards, specifications and technologies, or view this Working Group’s standards and technologies as strategic to their organisation. These organisations 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 organisations which are Associate members of the Eclipse Foundation. Typical guests include universities, academic research centres, 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.
Special Interest Groups
A Special Interest Group (SIG) is a lightweight structure formed within the working group with a focus to collaborate around a particular topic or domain of direct interest to the working group. SIGs are designed to drive the objectives of a subset of the Members of the working group in helping them achieve a dedicated set of goals and objectives. The scope of the SIG must be consistent with the scope of the Working Group Charter.
The creation of a SIG requires approval of the Steering Committee. Each SIG may be either temporary or a permanent structure within the working group. SIGs can be disbanded at any time by self selection presenting reasons to and seeking approval from the Steering Committee. Steering Committees may disband a SIG at any time for being inactive or non-compliant with the working group's charter, or by request of the SIG itself. SIGs operate as a non-governing Body of the working group. There are no additional annual fees to Members for participation in a SIG.
Sponsorship
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 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 recognised. Under no condition are sponsorship monies refunded.
Sponsors need not be members of the Eclipse Foundation or of the Working Group.
Governance
This OpenHW Foundation Working Group is designed as:
- a vendor-neutral, member-driven organisation,
- a means to foster a vibrant and sustainable ecosystem of components and service providers,
- a means to organise the community of each project or component so that users and developers define the roadmap collaboratively.
Governing Bodies
Steering Committee
Power and Duties
Steering Committee members are required to:
- Define and manage the strategy of the Working Group.
- Define and manage which Eclipse Foundation projects are included within the scope of this Working Group.
- Ensure the consistency of logo usage and other marketing materials.
- Define and manage the technical roadmap.
- Review and approve this charter.
- Review and approve any trademark policy referred to it by the Marketing and Brand Committee.
- Define the annual fees for all classes of the Working Group members.
- Establish the annual program plan.
- Approve the annual budget based upon funds received through fees.
- Approve the creation of subcommittees and define the purpose, scope, and membership of each such subcommittee.
- Approve the creation and retirement of Special Interest Groups (SIGs).
Composition
Each Strategic Member of the Working Group is entitled to a seat on the Steering Committee.
Participant Members shall be entitled to at least one (1) seat on the Steering Committee. In addition, an additional seat on the Steering Committee shall be allocated to the Participant Members for every additional five (5) seats beyond one (1) allocated to Strategic Members via election. 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 twice a year.
Technical Advisory Committee
Power and Duties
Technical Advisory Committee members are required to:
- Recommend to the Steering Committee which Eclipse Foundation open source projects should be included within the purview of the OpenHW Foundation;
- Establish, evolve, and enforce policies and processes that augment the Eclipse Development Process to support OpenHW requirements such as quality management, technical information, proposed designs and improvements and supply chain security for the Eclipse Foundation open source projects that choose to contribute content to the OpenHW branded releases.
- Establish a roadmap at least annually for review and approval by the Steering Committee. Establish a roadmap process which will solicit input from and build rough consensus with stakeholders including Projects and Project Management Committees.
- Coordinate the distribution release process and cross-project planning, facilitate the mitigation of architectural issues and interface conflicts, and generally provide input and guidance on all other coordination and integration issues; and
- Set, evolve, and enforce engineering policies and procedures for the creation and distribution of OpenHW-branded releases, along with all intermediate releases.
The Technical Advisory Committee discharges its responsibility via collaborative evaluation, prioritisation, and compromise. The Technical Advisory Committee will establish a set of principles to guide its deliberations which will be approved by the Steering Committee and the Executive Director.
Composition
Each Strategic Member of the working group is entitled to have a seat on the Technical Advisory Committee.
Participant Members shall be entitled to at least one (1) seat on the Technical Advisory Committee. In addition, an additional seat on the Technical Advisory Committee shall be allocated to the Participant Members for every additional five (5) seats beyond one (1) allocated to Strategic Members via election. Participant Member seats are allocated following the Eclipse "Single Transferable Vote", as defined in the Eclipse Bylaws.
One seat is allocated for a representative of the OpenHW Project Management Committee (PMC).
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 Technical Advisory Committee meets at least once a quarter.
Membership Summary
| Committee Representation | Strategic Member | Participant Member | Guest Member |
|---|---|---|---|
| Steering Committee | Appointed | Elected | N/A |
| Technical Advisory Committee | Appointed | Elected | N/A |
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, 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 organisation 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 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 organisation.
Voting
Simple Majority
Accepting 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 licence; (ii) approving specifications for adoption; (iii) modifying the working group charter; (iv) approving or changing the name of the working group; and (v) approving changes to annual Member contribution requirements; any such actions must be approved by no less than two-thirds (⅔) of the representatives represented at a committee meeting at which a quorum is present.
Term and Dates of Elections
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 organisation or as otherwise provided for in this Charter.
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
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.
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 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 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.
Invitations
The Body may invite any member to any of its meetings. These invited attendees have no right to vote.
Foundation Participation Fees
The initial Steering Committee will be tasked with defining a fee structure and budget for the current 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 pro-rated for the year. All members are expected to pay the pro-rated fees for the associated calendar year. Beginning with the next calendar year, fees will be assessed on an annual basis.
Established fees cannot be changed retroactively; rather, any change in annual participation fees will be communicated to all members via the mailing list, and each member will be charged the revised fees the next time they are to pay their annual participation fee.
Foundation Annual Participation Fees Schedule A
The following fees have been established by the OpenHW Foundation Steering Committee. These fees are in addition to each participant’s membership fees in the Eclipse Foundation.
OpenHW Foundation Strategic Member Annual Participation Fees
Strategic members are required to execute the OpenHW Foundation Participation Agreement.
| Corporate Revenue | Annual Fees |
|---|---|
| Annual Corporate Revenues greater than €1 billion | €125 000 |
| Annual Corporate Revenues greater than €100 million but less than or equal to €1 billion | €90 000 |
| Annual Corporate Revenues greater than €50 million but less than or equal to €100 million | €60 000 |
| Annual Corporate Revenues greater than €10 million but less than or equal to €50 million | €40 000 |
| Annual Corporate Revenues less than €10 million | €20 000 |
| Annual Corporate Revenues less than €1 million | €20 000 |
| Govt, Govt Agys, Research Orgs, NGOs, etc. | €25 000 |
| Academic, Publishing Orgs, User Groups, etc | €25 000 |
OpenHW Foundation Participant Member Annual Participation Fees
Participant members are required to execute the OpenHW Foundation Participation Agreement.
| Corporate Revenue | Annual Fees |
|---|---|
| Annual Corporate Revenues greater than €1 billion | €40 000 |
| Annual Corporate Revenues greater than €100 million but less than or equal to €1 billion | €25 000 |
| 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 | €10 000 |
| Annual Corporate Revenues less than €10 million | €5 000 |
| Annual Corporate Revenues less than €1 million | €1 500 |
| Govt, Govt Agys, Research Orgs, NGOs, etc. | €6 000 |
| Academic, Publishing Orgs, User Groups, etc. | €1 000 |
OpenHW Foundation Guest Member Annual Participation Fees
Guest members pay no annual fees but are required to execute the OpenHW Foundation Participation Agreement.
Charter History
- v0.1 proposed draft September 23 2024
- v0.2 added Technical Advisory Committee to provide continuity from the Technical Task Force in the original OpenHW Group Bylaws
- v0.3 updated Strategic Member participation fees