| <?php |
| /** |
| * 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 https://www.eclipse.org/legal/epl-2.0/ |
| * |
| * Contributors: |
| * Eric Poirier (Eclipse Foundation) - Initial implementation |
| * |
| * SPDX-License-Identifier: EPL-2.0 |
| */ |
| ?> |
| <div id="maincontent"> |
| <div id="midcolumn"> |
| <p> |
| <strong>DRAFT - Not yet approved.</strong> |
| </p> |
| <p>Version 2.2. Revision History at the end</p> |
| <h2>Vision and Scope</h2> |
| <p><img src="assets/images/wg_sparkplug-logo.png" align="left" class="padding-right-10"> |
| |
| The <strong>Eclipse Sparkplug Working Group</strong> will drive the evolution and broad |
| adoption of the Eclipse Sparkplug protocol and related technologies that enable the creation |
| of open, interoperable, Industrial IoT (IIoT) solutions. |
| </p> |
| <p>In particular, the Working Group will encourage the definition of technical specifications |
| and associated implementations that rationalize access to industrial data, improve the |
| interoperability and scalability of IIoT solutions, and provide an overall framework for |
| supporting Industry 4.0.</p> |
| <p>The Working Group will:</p> |
| <ul> |
| <li>Promote the "Eclipse Sparkplug" brand and its value in the marketplace.</li> |
| <li>Provide vendor neutral marketing and other services to the Eclipse Sparkplug ecosystem.</li> |
| <li>Define and manage a specification process to formalize the specifications that are defined |
| within the scope of this working group.</li> |
| <li>Define compatibility rules and a compatibility and branding process for implementations of |
| these specifications to ensure application portability.</li> |
| <li>Define licensing and intellectual property flows that encourage community participation, |
| protect community members, and encourage usage.</li> |
| <li>Manage the overall technical and business strategies 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> |
| <li>Manage the overall technical and business strategies for Eclipse Tahu and related projects.</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> |
| </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 Eclipse Sparkplug |
| Participation Agreement once defined, and adhere to the requirements set forth in this Charter |
| to participate. |
| </p> |
| <p>There are three classes of Eclipse Sparkplug 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 Eclipse Sparkplug |
| 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 Eclipse Sparkplug 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 Eclipse Sparkplug working group must be at least a Solutions Member |
| of the Eclipse Foundation, and have a minimum of 3 developers participating on Eclipse |
| Sparkplug projects, and made at least one accepted commit or pull request to a Sparkplug |
| project within the last 12months.</p> |
| <h3>Participant members</h3> |
| <p>Participant Members are typically organizations that deliver products or services based on |
| open IIoT standards 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 Eclipse Sparkplug 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 |
| Eclipse Sparkplug Participation Agreement once defined.</p> |
| <h2>Membership Summary</h2> |
| <table class="table table-bordered"> |
| <thead> |
| <tr> |
| <th> </th> |
| <th>Strategic Member</th> |
| <th>Participant Member</th> |
| <th>Guest Member</th> |
| </tr> |
| </thead> |
| <tbody> |
| <tr> |
| <td>Member of the Steering Committee</td> |
| <td>Appointed</td> |
| <td>Elected</td> |
| <td>N/A</td> |
| </tr> |
| </tbody> |
| </table> |
| <h2>Governance</h2> |
| <p>This Eclipse Sparkplug 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 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 Sparkplug 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 Sparkplug 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 Sparkplug |
| 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 representative 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>Sparkplug Working Group Annual Participation Fees Schedule A</h3> |
| <p>The following fees have been established by the Sparkplug Steering Committee. These fees are |
| in addition to each participant’s membership fees in the Eclipse Foundation.</p> |
| <h4>Sparkplug Strategic Member Annual Participation Fees</h4> |
| <p>Strategic members are required to execute the Sparkplug Participation Agreement.</p> |
| <p>Strategic members are required to commit to three (3) years of membership.</p> |
| <table class="table table-bordered"> |
| <thead> |
| <tr> |
| <th>Corporate Revenue</th> |
| <th>Annual Fees</th> |
| </tr> |
| </thead> |
| <tbody> |
| <tr> |
| <td>Annual Corporate Revenues greater than $1 billion</td> |
| <td>$20,000</td> |
| </tr> |
| <tr> |
| <td>Annual Corporate Revenues greater than $500 million but less than or equal to $1 |
| billion</td> |
| <td>$15,000</td> |
| </tr> |
| <tr> |
| <td>Annual Corporate Revenues greater than $100 million but less than or equal to $500 |
| million</td> |
| <td>$10,000</td> |
| </tr> |
| <tr> |
| <td>Annual Corporate Revenues greater than $10 million but less than or equal to $100 |
| million</td> |
| <td>$5,000</td> |
| </tr> |
| <tr> |
| <td>Annual Corporate Revenues less than or equal to $10 million</td> |
| <td>$1,500</td> |
| </tr> |
| </tbody> |
| </table> |
| <h4>Sparkplug Participant Member Annual Participation Fees</h4> |
| <p>Participant members are required to execute the Sparkplug Participation Agreement.</p> |
| <table class="table table-bordered"> |
| <thead> |
| <tr> |
| <th>Corporate Revenue</th> |
| <th>Annual Fees</th> |
| </tr> |
| </thead> |
| <tbody> |
| <tr> |
| <td>Annual Corporate Revenues greater than $1 billion</td> |
| <td>$10,000</td> |
| </tr> |
| <tr> |
| <td>Annual Corporate Revenues less than or equal to $1 billion but greater than $10 |
| million</td> |
| <td>$5,000</td> |
| </tr> |
| <tr> |
| <td>Annual Corporate Revenues less than or equal to $10 million</td> |
| <td>$500</td> |
| </tr> |
| </tbody> |
| </table> |
| <h4>Sparkplug Guest Member Annual Participation Fees</h4> |
| <p>Guest members pay no annual fees, but are required to execute the Sparkplug Participation |
| Agreement.</p> |
| <hr /> |
| <p>Charter Version History</p> |
| <ul> |
| <li>v1.0 created Nov 27, 2018.</li> |
| <li>v2.0 created Dec 5, 2018</li> |
| <li>v2.1 created Dec 14, 2018</li> |
| <li>v2.2 created Feb 13, 2019</li> |
| </ul> |
| </div> |
| </div> |