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| /** |
| * Copyright (c) 2019 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 /legal/epl-2.0/ |
| * |
| * Contributors: |
| * Eric Poirier (Eclipse Foundation) - Initial implementation |
| * |
| * SPDX-License-Identifier: EPL-2.0 |
| */ |
| ?> |
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| <h1><?php print $pageTitle; ?></h1> |
| <p>Draft Version 0.3 - Not Yet Approved</p> |
| <p>Revision History at End</p> |
| <h2>Vision and Scope</h2> |
| <p> |
| The OpenHW Europe Working Group (EWG) is a Working Group of the Eclipse Foundation AISBL. The |
| OpenHW EWG 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 EWG are required to be members of both Eclipse Foundation and |
| OpenHW Group. Further details are described below. |
| </p> |
| <p> |
| The overarching goal of the EWG is to address Europe-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. |
| </p> |
| <p>The specific tasks of EWG, outlined in more detail below, are:</p> |
| <ul> |
| <li>To ensure the establishment and operation of a European-located code repository for the |
| projects related to OpenHW Group; |
| </li> |
| <li>To participate in European Projects relevant to European-centric open hardware and related |
| open software initiatives; |
| </li> |
| <li>To gather European-centric requirements and strategic/technology needs for an open hardware |
| ecosystem and where appropriate to incubate projects arising from that discussion under the |
| OpenHW Group top level project. |
| </li> |
| <li>To carry out European marketing initiatives in support of the EWG’s initiatives. </li> |
| </ul> |
| <p> |
| The EWG 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 EWG will work closely with the |
| OpenHW Group’s Marketing Working Group. Both of these groups are defined in the OpenHW Group’s |
| Bylaws. The EWG may recommend that projects be initiated by the OpenHW Group by developing and |
| presenting project concept proposals to the OpenHW Group Technical Working Group. |
| </p> |
| |
| <h2>Governance and Precedence</h2> |
| <h3>Applicable Documents</h3> |
| <p> |
| The following governance documents are applicable to this charter, each of which can be found on the |
| <a href="/org/documents/">Eclipse Foundation Governance Documents</a> page or |
| the <a href="/legal/">Eclipse Foundation Legal Resources</a>. |
| </p> |
| <ul> |
| <li>Eclipse Foundation Bylaws</li> |
| <li>Eclipse Foundation Working Group Process</li> |
| <li>Eclipse Foundation Working Group Operations Guide</li> |
| <li>Eclipse Foundation Code of Conduct</li> |
| <li>Eclipse Foundation Communication Channel Guidelines</li> |
| <li>Eclipse Foundation Membership Agreement</li> |
| <li>Eclipse Foundation Intellectual Property Policy</li> |
| <li>Eclipse Foundation Antitrust Policy</li> |
| <li>Eclipse Foundation Development Process</li> |
| <li>Eclipse Foundation Trademark Usage Guidelines</li> |
| </ul> |
| <p> |
| 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. |
| </p> |
| <p> |
| In the event of any conflict between the terms set forth in this Working Group’s Charter and the Eclipse |
| Foundation Bylaws, Memberships 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. |
| </p> |
| <p> |
| 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 <a href="https://www.openhwgroup.org/membership/">https://www.openhwgroup.org/membership/</a>. |
| </p> |
| |
| <h2>Membership</h2> |
| <p> |
| With the exception of Guest members as described below, an entity must be at least a |
| <a href="/membership/#tab-levels">Contributing Member</a> of the Eclipse Foundation |
| (formerly Solutions Member), and an OpenHW Group Supporter, Silver, Gold, or Platinum Member. |
| An entity must have executed the OpenHW EWG Working Group Participation Agreement and adhere to |
| the requirements set forth in this Charter to participate. |
| </p> |
| <p> |
| 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 Europe 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 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. |
| </p> |
| <p>There are two classes of EWG membership - Participant and Guest.</p> |
| <h2>Classes of Membership</h2> |
| <h3>Participant Members</h3> |
| <p> |
| 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. |
| </p> |
| <h3>Guest Members</h3> |
| <p> |
| 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. |
| </p> |
| |
| <h2>Governance</h2> |
| <p>The OpenHW EWG is designed as:</p> |
| <ul> |
| <li>a vendor-neutral, member-driven organization</li> |
| <li>a means to organize European-focused activities of the OpenHW Group ecosystem</li> |
| </ul> |
| <p> |
| In addition to meeting all Eclipse Foundation governance requirements, the EWG governance model is |
| intended to align closely with the activities and initiatives of the OpenHW Group. |
| </p> |
| |
| <h2>Governing Bodies</h2> |
| <h2>Steering Committee</h2> |
| <h3>Powers and Duties</h3> |
| <p>Steering Committee members are required to:</p> |
| <ul> |
| <li> Ensure the strategy of the Working Group is defined and managed.</li> |
| <li>Ensure the Eclipse projects included within the scope of the Working Group are defined and |
| managed. |
| </li> |
| <li> Ensure the research initiatives of the Working Group are identified and approved prior to being |
| pursued. |
| </li> |
| <li> |
| 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. |
| </li> |
| <li> |
| Working in conjunction with the OpenHW Marketing Working Group, establish and manage a |
| marketing plan. |
| </li> |
| <li>Review and approve this charter.</li> |
| <li>Define the annual fees for all classes of the Working Group members.</li> |
| <li>Establish an annual program plan.</li> |
| <li>Approve the annual budget based upon funds received through fees.</li> |
| </ul> |
| <h3>Composition</h3> |
| <p> |
| 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. |
| </p> |
| <p> |
| The Steering Committee elects a chair of the Steering Committee. This chair is elected among the |
| members of the Committee. The chair serves from September 1 to August 31 of each calendar year, 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. |
| </p> |
| <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 respective terms |
| set forth in 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 be represented by |
| another Body member by providing written proxy to the Body’s mailing list in advance 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 |
| Eclipse Foundation membership of such representative’s Member organization. |
| </p> |
| <h3>Voting</h3> |
| <h4>Simple Majority</h4> |
| <p> |
| 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. |
| </p> |
| <h4>Super Majority</h4> |
| <p> |
| 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. |
| </p> |
| <h3>Term and Dates of Elections</h3> |
| <p>This section only applies to the Steering Committee.</p> |
| <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>Elected representatives</h4> |
| <p> |
| Elected representatives shall each serve one-year terms and shall be elected to serve from September 1 |
| to August 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>Meeting Frequency</h4> |
| <p> |
| 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. |
| </p> |
| <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 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. |
| </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> |
| <h4>Invitations</h4> |
| <p>The Body may invite any Member to any of its meetings. These invited attendees have no right to vote.</p> |
| |
| <h2>Working Group Fees</h2> |
| <p><strong>Currently, there are no fees associated with participation in this Working Group.</strong></p> |
| |
| <p class="margin-top-20"><strong>Charter History</strong></p> |
| <ul> |
| <li>v0.2 Eclipse Foundation proposed draft</li> |
| <li>v0.3 Eclipse Foundation review</li> |
| </ul> |
| </div> |
| </div> |