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| /** | |
| * Copyright (c) 2023 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: | |
| * Zachary Sabourin (Eclipse Foundation) - Initial implementation | |
| * | |
| * SPDX-License-Identifier: EPL-2.0 | |
| */ | |
| ?> | |
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| <h1><?php print $pageTitle; ?></h1> | |
| <p>Version #1.0 Revision History at End</p> | |
| <h2>Vision and Scope</h2> | |
| <p> | |
| The Open VSX Working Group is formed to ensure the continued sustainability, | |
| integrity, evolution and adoption of the Open VSX Registry. In particular, it is formed to provide | |
| governance, guidance, and funding for the communities that support the implementation, | |
| deployment, maintenance and adoption of the Eclipse Foundation’s Open VSX Registry at | |
| open-vsx.org. | |
| </p> | |
| <p>The Working Group will:</p> | |
| <ul> | |
| <li>Provide for the long term viability of the Open VSX Registry (Registry) as both a vibrant | |
| open source project as well as a stable hosted registry service at open-vsx.org.</li> | |
| <li>Support and guide relevant open source projects that support the Registry</li> | |
| <li>Provide governance, resources, and support to enable the hosting, operation, | |
| maintenance and evolution the Open VSX Registry</li> | |
| <li>Promote the Registry brand and service in the marketplace.</li> | |
| <li>Assist in the fostering of the growth and evolution of the ecosystem.</li> | |
| <li>Provide vendor neutral marketing and other services to the Open VSX Registry | |
| ecosystem.</li> | |
| <li>Leverage Eclipse-defined licensing and intellectual property flows that encourage | |
| community participation, protect community members, and encourage usage.</li> | |
| <li>Manage the overall technical and business strategies related to the Open VSX Registry | |
| and its 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> | |
| <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="https://www.eclipse.org/org/documents/">Eclipse Foundation Governance Documents</a> page or the | |
| <a href="https://www.eclipse.org/legal/">Eclipse Foundation Legal Resources</a> page: | |
| </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> | |
| <li>Eclipse Foundation Open VSX Publisher Agreement</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, 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. | |
| </p> | |
| <h2>Membership</h2> | |
| <p> | |
| With the exception of Guest members as described below, an entity must be at least a | |
| <a href="https://www.eclipse.org/membership/#tab-levels">Contributing Member</a> of the Eclipse Foundation, | |
| have executed the Open VSX Working Group Participation Agreement and adhere to the requirements set forth in | |
| this Charter to participate. | |
| </p> | |
| <p> | |
| The participation fees associated with the membership classes are shown in the Annual | |
| Participation Fees section. These are annual fees, and are established by the Open VSX 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 Eclipse Foundation Bylaws and | |
| detailed in the Eclipse Foundation Membership Agreement. | |
| </p> | |
| <p>There are 3 classes of Open VSX working group membership - Participant, Supporter 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 | |
| the Open VSX Registry, have a vested interest in the related open source projects, or view the | |
| ongoing success of this working group’s objectives 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. | |
| </p> | |
| <h3>Supporter Members</h3> | |
| <p> | |
| Supporting Members are: (a) organizations that want to participate in an open ecosystem | |
| related to this working group and wish to show their initial support for it, and (b) organizations | |
| which are at least Contributing members of the Eclipse Foundation. Organizations may be | |
| Supporting Members for a maximum period of 1 year only, after which time they are expected | |
| to change their membership to a different level. Supporting Members may be invited to | |
| participate in committee meetings at the invitation of the respective committee, but under no | |
| circumstances do Supporting Members have voting rights in any working group body. | |
| Supporting Members are required to execute the Working Group's Participation Agreement. | |
| </p> | |
| <h3>Guest Members</h3> | |
| <p> | |
| Guest Members are organizations which are Associate members of the Eclipse Foundation. | |
| 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> | |
| <h3>Membership Summary</h3> | |
| <table class="table table-stripped"> | |
| <tr> | |
| <th>Committee Representation</th> | |
| <th>Participant Member</th> | |
| <th>Supporter/Guest Member</th> | |
| </tr> | |
| <tr> | |
| <td>Steering Committee</td> | |
| <td>Appointed</td> | |
| <td>N/A</td> | |
| </tr> | |
| </table> | |
| <h2>Special Interest Groups</h2> | |
| <p> | |
| 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. | |
| </p> | |
| <p> | |
| 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 seek 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. | |
| </p> | |
| <h2>Sponsorship</h2> | |
| <p> | |
| 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 recognized. Under | |
| no condition are sponsorship monies refunded. | |
| </p> | |
| <p>Sponsors need not be members of the Eclipse Foundation or of the Working Group.</p> | |
| <h2>Governance</h2> | |
| <p>This Open VSX working group is designed as:</p> | |
| <ul> | |
| <li>a vendor-neutral, 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> | |
| <h2>Governing Bodies</h2> | |
| <h3>Steering Committee</h3> | |
| <h4>Powers and Duties</h4> | |
| <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.</li> | |
| <li>Define and manage the technical roadmap and ensure adequate resources are available | |
| for the operation of the Registry service.</li> | |
| <li>Define strategies for global scaling and reliability.</li> | |
| <li>Drive the funding model that enables this working group and its community to operate | |
| on a sustainable basis.</li> | |
| <li>Define strategic marketing priorities, goals, and objectives for the working group.</li> | |
| <li>Coordinate and support the implementation of developer, publisher, and end-user | |
| outreach programs.</li> | |
| <li>Assist the Eclipse Foundation in the working group’s participation in conferences and | |
| events related to the working group.</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 and sponsorships.</li> | |
| <li>Approve the creation of subcommittees and define the purpose, scope, and membership | |
| of each such subcommittee.</li> | |
| <li>Approve the creation and retirement of Special Interest Groups (SIGs).</li> | |
| </ul> | |
| <h4>Composition</h4> | |
| <p>Each Participant Member of the working group is entitled to a seat on the Steering Committee.</p> | |
| <p> | |
| 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. | |
| </p> | |
| <h4>Meeting Management</h4> | |
| <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, vacancy, resignation or removal, the respective terms set forth in the Eclipse | |
| Foundation Bylaws apply. | |
| </p> | |
| <p> | |
| 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. 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> | |
| <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 represented at a committee | |
| meeting at which a quorum is present. | |
| </p> | |
| <h4>Super Majority</h4> | |
| <p> | |
| For actions (i) requesting that the Eclipse Foundation Board of Directors approve a specification | |
| license; (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 (2/3) of the representatives 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> | |
| <p> | |
| Participant Members Representatives shall serve in such capacity on the Steering Committee | |
| 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 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. | |
| </p> | |
| <h3>Meetings Management</h3> | |
| <p> | |
| 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. | |
| </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 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. | |
| </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 Participation Fees</h2> | |
| <p> | |
| Established fees cannot be charged retroactively and any fee structure change will be | |
| communicated to all members via the mailing list and will be charged the next time a member is | |
| invoiced. | |
| </p> | |
| <h2>Working Group Annual Participation Fees Schedule A</h2> | |
| <p> | |
| The following fees have been established by the Eclipse Open VSX Steering Committee. These | |
| fees are in addition to each participant’s membership fees in the Eclipse Foundation. | |
| </p> | |
| <p> | |
| Participant Members joining prior to January 1, 2024 will pay €20 000 for 2023, and | |
| subsequently pay €40 000 as their Participation Fee beginning January 1, 2024 and on each | |
| following January 1st. | |
| </p> | |
| <p>Supporter and Guest Members pay no Participation Fees.</p> | |
| <p><strong>Charter History</strong></p> | |
| <ul> | |
| <li>v0.1 proposed draft March, 2023</li> | |
| <li>Ratified by Steering Committee May 23, 2023</li> | |
| </ul> | |
| </div> | |
| </div> |