| <?php |
| /** |
| * Copyright (c) 2018-2020 Eclipse Foundation. |
| * |
| * This program and the accompanying materials are made |
| * available under the terms of the Eclipse Public License 2.0 |
| * which is available at https://www.eclipse.org/legal/epl-2.0/ |
| * |
| * Contributors: |
| * Christopher Guindon (Eclipse Foundation) - Initial implementation |
| * Mike Milinkovich (Eclipse Foundation) |
| * Eric Poirier (Eclipse Foundation) |
| * |
| * SPDX-License-Identifier: EPL-2.0 |
| */ |
| ?> |
| <div id="maincontent"> |
| <div id="midcolumn"> |
| <h1><?php print $pageTitle; ?></h1> |
| <p>Version 1.0 Revision history at the end.</p> |
| <h2>Vision and Scope</h2> |
| <p>The Tangle EE Working Group will drive the evolution and broad adoption of the |
| Tangle protocol and related technologies that enable the creation of a highly-scalable, |
| open-source, permissionless, secure, peer-to-peer distributed ledger technology enabling the |
| machine economy. </p> |
| <p>In particular, the Working Group will encourage the definition of technical |
| specifications and associated open source implementations.</p> |
| <p>The Working Group will:</p> |
| <ul> |
| <li>Promote the "Tangle EE" brand and its value in the marketplace.</li> |
| <li>Provide vendor neutral marketing and other services to the Tangle EE ecosystem.</li> |
| <li>Leverage Eclipse-defined licensing and intellectual property flows that encourage community participation, |
| protect community members, and encourage usage.</li> |
| <li>Leverage the Eclipse Foundation Specification Process to formalize specifications that are defined |
| within the scope of this working group.</li> |
| <li>Manage the overall technical and business strategies of its related open source projects.</li> |
| <li>Establish and drive a funding model that enables this working group and its community to |
| operate on a sustainable basis.</li> |
| </ul> |
| <p>All Members must be parties to the Eclipse Foundation Membership Agreement, |
| including the requirement set forth in Section 2.2 to follow the Bylaws and then-current |
| policies of the Eclipse Foundation, including but not limited to the Intellectual Property and |
| Antitrust Policies.</p> |
| <h2>Governance and Precedence</h2> |
| <h3>Applicable Documents</h3> |
| <ul> |
| <li><a href="/org/documents/eclipse_foundation-bylaws.pdf">Eclipse |
| Bylaws</a></li> |
| <li><a href="/org/workinggroups/industry_wg_process.php">Industry |
| Working Group Process</a></li> |
| <li><a |
| href="/org/documents/eclipse_membership_agreement.pdf" |
| >Eclipse Membership Agreement</a></li> |
| <li><a href="/org/documents/Eclipse_IP_Policy.pdf">Eclipse Intellectual |
| Property Policy</a></li> |
| <li><a href="/org/documents/Eclipse_Antitrust_Policy.pdf">Eclipse |
| Antitrust Policy</a></li> |
| <li><a href="/projects/dev_process/development_process.php">Eclipse |
| Development Process</a></li> |
| <li><a href="/projects/efsp/">Eclipse Foundation Specification Process</a></li> |
| </ul> |
| <p>In the event of any conflict between the terms set forth in this Working |
| Group's Charter and the Eclipse Foundation Bylaws, Membership Agreement, Eclipse |
| Development Process, Eclipse Industry Working Group Process, or any policies of the Eclipse |
| Foundation, the terms of the Eclipse Foundation Bylaws, Membership Agreement, process, or |
| policy shall take precedence.</p> |
| <h2>Membership</h2> |
| <p> |
| With the exception of Guest members as described below, an entity must be at least a <a |
| href="/membership/become_a_member/membershipTypes.php#solutions" |
| >Solutions Member</a> of the Eclipse Foundation, have executed the Tangle EE Participation |
| Agreement once defined, and adhere to the requirements set forth in this Charter to |
| participate. |
| </p> |
| <p>There are three classes of Tangle EE working group membership - Strategic, |
| Participant, and Guest. Each of these classes is described in detail below.</p> |
| <p>The participation fees associated with each of these membership classes is shown in |
| the tables in Schedule A. These are annual fees, and are established by the Tangle EE Steering |
| Committee, and will be updated in this charter document accordingly.</p> |
| <p> |
| The fees associated with membership in the Eclipse Foundation are separate from any working |
| group membership fees, and are decided as described in the <a |
| href="/org/documents/eclipse_foundation-bylaws.pdf" |
| >Eclipse Bylaws</a> and detailed in the <a |
| href="/org/documents/eclipse_membership_agreement.pdf" |
| >Eclipse Membership Agreement</a>. |
| </p> |
| <h2>Classes of Tangle EE Membership</h2> |
| <h3>Strategic members</h3> |
| <p>Strategic Members are organizations that view IIoT standards and technologies as |
| strategic to their organization and are investing significant resources to sustain and shape |
| the activities of this working group.</p> |
| <p>Strategic Members of the Tangle EE working group must be at least a Solutions |
| Member of the Eclipse Foundation, and have a minimum of 3 developers participating on Tangle |
| EE projects, and made at least one accepted commit or pull request to a Tangle EE project |
| within the last 12 months.</p> |
| <h3>Participant members</h3> |
| <p>Participant Members are typically organizations that deliver products or services |
| based on open IIoT standards, specifications and technologies, or view IIoT standards and |
| technologies as strategic to their organization. These organizations want to participate in |
| the development and direction of an open IIoT ecosystem.</p> |
| <p>Participant Members of the Tangle EE working group must be at least Solutions |
| Members of the Eclipse Foundation.</p> |
| <h3>Guest members</h3> |
| <p>Guest Members are organizations which are Associate members of the Eclipse |
| Foundation who have been invited for one year, renewable, by the Steering Committee to |
| participate in particular aspects of the activities of the Working 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 Tangle EE Participation Agreement. </p> |
| <h3>Membership Summary</h3> |
| <div> |
| <table class="table table-stripped"> |
| <thead> |
| <tr> |
| <th> </th> |
| <th class="text-center"> |
| Strategic Member |
| </th> |
| <th class="text-center"> |
| Participant Member |
| </th> |
| <th class="text-center"> |
| Guest Member |
| </th> |
| </tr> |
| </thead> |
| <tbody> |
| <tr> |
| <td> |
| Member of the Steering Committee |
| </td> |
| <td class="text-center"> |
| Appointed |
| </td> |
| <td class="text-center"> |
| Elected |
| </td> |
| <td class="text-center"> |
| N/A |
| </td> |
| </tr> |
| </tbody> |
| </table> |
| </div> |
| <h2>Governing Bodies</h2> |
| <p>This Tangle EE working group is designed as:</p> |
| <ul> |
| <li>a member driven organization,</li> |
| <li>a means to foster a vibrant and sustainable ecosystem of components and service providers,</li> |
| <li>a means to organize the community of each project or component so that users and |
| developers define the roadmap collaboratively.</li> |
| </ul> |
| <p>In order to implement these principles, the Steering Committee has been defined |
| (also referred to as the "Body" below) as described below:</p> |
| <h2>Steering Committee</h2> |
| <h3>Powers and Duties</h3> |
| <p>Steering Committee members are required to:</p> |
| <ul> |
| <li>Define and manage the strategy of the working group.</li> |
| <li>Define and manage which Eclipse Foundation projects are included within the scope of this |
| working group. This will require acceptance of the specification process by these projects.</li> |
| <li>Define and manage the project roadmaps.</li> |
| <li>Review and approve this charter.</li> |
| <li>Review and approve the participation agreement.</li> |
| <li>Define and approve the specification process to be used by the Tangle EE specifications.</li> |
| <li>Ensure that all Specification Projects operate in an open, transparent, and vendor-neutral |
| fashion in compliance with the Specification Process.</li> |
| <li>Approve specifications for adoption by the community.</li> |
| <li>Work with the Eclipse IoT Project Management Committee (IoT PMC) to ensure that the |
| specification process is complied with by all Tangle EE specification projects.</li> |
| <li>Review and approve the trademark policy to ensure compatibility of independent |
| implementations of specifications.</li> |
| <li>Define the trademark policy and Trademark Usage Guidelines to be used by the Tangle EE |
| specifications.</li> |
| <li>Ensure the consistency of logo usage and other marketing materials.</li> |
| <li>Define the budget and fees for all classes of working group membership each year.</li> |
| <li>Invite Guest members to participate in the working group.</li> |
| </ul> |
| <h3>Composition</h3> |
| <ul> |
| <li>Each Strategic Member of the working group has a seat on the Steering Committee.</li> |
| <li>Two seats are allocated to Participant Members. Participant Member seats are allocated |
| following the Eclipse "Single Transferable Vote", as defined in the Eclipse |
| Bylaws.</li> |
| </ul> |
| <h3>Meeting Management</h3> |
| <p>The Steering Committee meets at least twice a year.</p> |
| <h2>Common Dispositions</h2> |
| <p>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 terms set forth in Section 6 of the Eclipse Foundation Bylaws |
| apply.</p> |
| <h3>Good Standing</h3> |
| <p>A representative shall be deemed to be in Good Standing, and thus eligible to vote |
| on issues coming before the Body they participate in, if the representative has attended (in |
| person or telephonically) a minimum of three (3) of the last four (4) Body meetings (if there |
| have been at least four meetings). 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 send a representative and may vote by proxy, which shall be |
| included in determining whether the representative is in Good Standing. 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.</p> |
| <h3>Voting</h3> |
| <p>For actions (i) requesting that the Eclipse Foundation Board of Directors approve a |
| specification license; (ii) approving specifications for adoption; (iii) amending the terms of |
| the working group’s Participation agreement; (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 (2/3) of the representatives in Good |
| Standing represented at a committee meeting at which a quorum is present.</p> |
| <h3>Term and Dates of elections</h3> |
| <p>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.</p> |
| <h4>Strategic Members</h4> |
| <p>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.</p> |
| <h4>Elected representatives</h4> |
| <p>Elected representatives shall each serve one-year terms and shall be elected to |
| serve from April 1 to March 31 of each calendar year, 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.</p> |
| <h3>Meetings Management</h3> |
| <h4>Place of meetings</h4> |
| <p>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.</p> |
| <h4>Regular meetings</h4> |
| <p>No Body meeting will be deemed to have been validly held unless a notice of same |
| has been provided to each of the representatives in Good Standing at least thirty (30) |
| 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. Electronic voting shall be permitted in conjunction with any |
| and all meetings of the Body the subject matter of which requires a vote of the Body to be |
| delayed until each such representative in attendance thereat has conferred with his or her |
| respective Member organization as set forth in Section Voting above.</p> |
| <h4>Actions</h4> |
| <p>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.</p> |
| <h3>Invitations</h3> |
| <p>The Body may invite any member to any of its meetings. These invited attendees have |
| no right of vote.</p> |
| <h3>Tangle EE Working Group Annual Participation Fees Schedule A</h3> |
| <p>One of the initial tasks of the governing body of the group will define and approve |
| a fee structure and budget which will allow the group to execute on its objectives in 2020 and |
| beyond. The following fees are a basis for such discussion and would apply in 2020 if no other |
| decision is approved by the end of the year.</p> |
| <h4>Tangle EE Strategic Member Annual Participation Fees</h4> |
| <p>Strategic members are required to execute the Tangle EE Participation Agreement.</p> |
| <p>Strategic members are required to commit to three (3) years of membership.</p> |
| <div> |
| <table class="table table-stripped"> |
| <thead> |
| <tr> |
| <th> |
| Corporate Revenue |
| </th> |
| <th class="text-right"> |
| Annual Fees |
| </th> |
| </tr> |
| </thead> |
| <tbody> |
| <tr> |
| <td> |
| Annual Corporate Revenues greater than $1 billion |
| </td> |
| <td class="text-right"> |
| $20,000 |
| </td> |
| </tr> |
| <tr> |
| <td> |
| Annual Corporate Revenues greater than $500 million but less than or |
| equal to $1 billion |
| </td> |
| <td class="text-right"> |
| $15,000 |
| </td> |
| </tr> |
| <tr> |
| <td> |
| Annual Corporate Revenues greater than $100 million but less than or |
| equal to $500 million |
| </td> |
| <td class="text-right"> |
| $10,000 |
| </td> |
| </tr> |
| <tr> |
| <td> |
| Annual Corporate Revenues greater than $10 million but less than or equal |
| to $100 million |
| </td> |
| <td class="text-right"> |
| $5,000 |
| </td> |
| </tr> |
| <tr> |
| <td> |
| Annual Corporate Revenues less than or equal to $10 million |
| </td> |
| <td class="text-right"> |
| $1,500 |
| </td> |
| </tr> |
| </tbody> |
| </table> |
| </div> |
| <h4>Tangle EE Participant Member Annual Participation Fees</h4> |
| <p>Participant members are required to execute the Tangle EE Participation Agreement.</p> |
| <div> |
| <table class="table table-stripped"> |
| <thead> |
| <tr> |
| <th> |
| Corporate Revenue |
| </th> |
| <th class="text-right"> |
| Annual Fees |
| </th> |
| </tr> |
| </thead> |
| <tbody> |
| <tr> |
| <td> |
| Annual Corporate Revenues greater than $1 billion |
| </td> |
| <td class="text-right"> |
| $10,000 |
| </td> |
| </tr> |
| <tr> |
| <td> |
| Annual Corporate Revenues less than or equal to $1 billion but greater |
| than $10 million |
| </td> |
| <td class="text-right"> |
| $5,000 |
| </td> |
| </tr> |
| <tr> |
| <td> |
| Annual Corporate Revenues less than or equal to $10 million |
| </td> |
| <td class="text-right"> |
| $500 |
| </td> |
| </tr> |
| </tbody> |
| </table> |
| </div> |
| <h4>Tangle EE Guest Member Annual Participation Fees</h4> |
| <p>Guest members pay no annual fees, but are required to execute the Tangle EE |
| Participation Agreement.</p> |
| <hr /> |
| <p>Charter Version History</p> |
| <ul> |
| <li>v0.1 created Mar 6, 2019.</li> |
| <li>v0.1.1 - typos fixed April 30, 2019.</li> |
| <li>v0.1.2 - mention that there is no fee in 2019</li> |
| <li>v0.1.3 - remove 2019 fee info (obsolete) Jan, 2020</li> |
| <li>v1.0 - Approved by Tangle EE Steering Committee May 22, 2020</li> |
| </ul> |
| </div> |
| </div> |
