
# Technical Charter (the “Charter”) for OpenEXR a Series of LF Projects, LLC

### Adopted May 1, 2019

This charter (the “Charter”) sets forth the responsibilities and
procedures for technical contribution to, and oversight of, the
**OpenEXR Project**, which has been established as **OpenEXR a Series
of LF Projects, LLC** (the “Project”). LF Projects, LLC (“LF Projects”)
is a Delaware series limited liability company. All Contributors to
the Project must comply with the terms of this Charter.

### 1. Mission and Scope of the Project

  * **a.** The mission of the Project is to continue maintenance and
    development of an open source project with the goals indicated in
    the “README” file within the Project’s code repository.

  * **b.** The scope of the Project includes using existing OpenEXR
    repositories to seed the Project, and software development under
    an OSI-approved open source license supporting the mission,
    including documentation, testing, integration and the creation of
    other artifacts that aid the development, deployment, operation or
    adoption of the open source software project.

### 2. Technical Steering Committee

  * **a.** The Technical Steering Committee (the “TSC”) will be
    responsible for all technical oversight of the open source
    Project.

  * **b.** The TSC voting members shall be as set forth within the
    “CONTRIBUTING” file within the Project’s code repository. A voting
    member of the TSC may nominate a successor in the event that such
    voting member decides to leave the TSC, and the TSC, including the
    departing member, shall confirm or reject such nomination by a
    vote. In the event that the departing member’s nomination for
    successor is rejected by vote of the TSC, the departing member
    shall be entitled to continue nominating successors until one such
    successor is confirmed by vote of the TSC.  If the departing
    member fails or is unable to nominate a successor, the TSC may
    nominate one on the departing member’s behalf. The TSC may also
    determine if and how additional voting members of the TSC are
    chosen, and any such approach will be documented in the
    CONTRIBUTING file, provided that such approach does not conflict
    with this Charter. Any meetings of the TSC are intended to be open
    to the public, except where there is a reasonable need for
    privacy, and can be conducted electronically, via teleconference,
    or in person.

  * **c.** TSC projects generally will involve Contributors and
    Committers. The TSC may adopt or modify roles so long as the roles
    are documented in the CONTRIBUTING file. Unless otherwise
    documented:

    - **i.** Contributors include anyone in the technical community
      that contributes code, documentation, or other technical
      artifacts to the Project;

    - **ii.** Committers are Contributors who have earned the ability
      to modify (“commit”) source code, documentation or other
      technical artifacts in a project’s repository; and

    - **iii.** A Contributor may become a Committer by a majority
      approval of the existing Committers or at the discretion of the
      TSC. A Committer may be removed by a majority approval of the
      other existing Committers, or at the discretion of the TSC.

  * **d.** Participation in the Project through becoming a Contributor
    and Committer is open to anyone so long as they abide by the terms
    of this Charter.

  * **e.** The TSC may (1) establish workflow procedures for the
    submission, approval, and closure/archiving of projects, (2) set
    requirements for the promotion of Contributors to Committer
    status, as applicable, and (3) amend, adjust, refine and/or
    eliminate the roles of Contributors, and Committers, and create
    new roles, and publicly document any TSC roles, as it sees fit.

  * **f.** The TSC may elect a TSC Chair, who will preside over
    meetings of the TSC and will serve until his or her resignation or
    replacement by the TSC. The TSC Chair, or any other TSC member so
    designated by the TSC, will serve as the primary communication
    contact between the Project and the Academy Software Foundation
    Fund of The Linux Foundation.

  * **g.** Responsibilities: The TSC will be responsible for all
    aspects of oversight relating to the Project, which may include:

    - **i.** coordinating the technical direction of the Project;

    - **ii.** approving project or system proposals (including, but
      not limited to, incubation, deprecation, and changes to a
      sub-project’s scope);

    - **iii.** organizing sub-projects and removing projects;

    - **iv.** creating sub-committees or working groups to focus on
      cross-project technical issues and requirements;

    - **v.** appointing representatives to work with other open source
      or open standards communities;

    - **vi.** establishing community norms, workflows, issuing
      releases, and security issue reporting policies;

    - **vii.** approving and implementing policies and processes for
      contributing (to be published in the CONTRIBUTING file) and
      coordinating with the Series Manager to resolve matters or
      concerns that may arise as set forth in Section 7 of this
      Charter;

    - **viii.** discussions, seeking consensus, and where necessary,
      voting on technical matters relating to the code base that
      affect multiple projects; and

    - **ix.** coordinating any marketing, events, or communications
      regarding the Project with the LF Projects Manager or their
      designee.

### 3. TSC Voting

  * **a.** While the Project aims to operate as a consensus based
    community, if any TSC decision requires a vote to move the Project
    forward, the voting members of the TSC will vote on a one vote per
    voting member basis.

  * **b.** At least fifty percent of all voting members of the TSC
    must be present at a TSC meeting in order to establish a
    quorum. The TSC may continue to meet if a quorum is not met, but
    will be prevented from making any decisions at such meeting.

  * **c.** Except as provided in Section 7.c. and 8.a, decisions by
    vote at a meeting require a majority vote of those in attendance,
    provided quorum is met. Decisions made by electronic vote without
    a meeting require a majority vote of all voting members of the
    TSC.

  * **d.** In the event a vote cannot be resolved by the TSC, any
    voting member of the TSC may refer the matter to the Series
    Manager or its designee for assistance in reaching a resolution.

### 4. Compliance with Policies

  * **a.** This Charter is subject to the Series Agreement for the
    Project and the Operating Agreement of LF Projects. Contributors
    will comply with the policies of LF Projects as may be adopted and
    amended by LF Projects, including, without limitation the policies
    listed at https://lfprojects.org/policies/.

  * **b.** The TSC may adopt a code of conduct (“CoC”) for the
    Project, which is subject to approval by the Series Manager.
    Contributors to the Project will comply with the CoC or, in the
    event that a Project-specific CoC has not been approved, the LF
    Projects Code of Conduct listed at
    https://lfprojects.org/policies/.

  * **c.** When amending or adopting any policy applicable to the
    Project, LF Projects will publish such policy, as to be amended or
    adopted, on its web site at least 30 days prior to such policy
    taking effect; provided, however, that in the case of any
    amendment of the Trademark Policy or Terms of Use of LF Projects,
    any such amendment is effective upon publication on LF Project’s
    web site.

  * **d.** All participants must allow open participation from any
    individual or organization meeting the requirements for
    contributing under this Charter and any policies adopted for all
    participants by the TSC, regardless of competitive interests. Put
    another way, the Project community must not seek to exclude any
    participant based on any criteria, requirement, or reason other
    than those that are reasonable and applied on a non-discriminatory
    basis to all participants in the Project community.

  * **e.** The Project will operate in a transparent, open,
    collaborative, and ethical manner at all times. The output of all
    Project discussions, proposals, timelines, decisions, and status
    should be made open and easily visible to all. Any potential
    violations of this requirement should be reported immediately to
    the LF Projects Manager.

### 5. Community Assets

  * **a.** LF Projects will hold title to all trade or service marks
    used by the Project (“Project Trademarks”), whether based on
    common law or registered rights.  Project Trademarks will be
    transferred and assigned to LF Projects to hold on behalf of the
    Project. Any use of any Project Trademarks by participants in the
    Project will be in accordance with the license from LF Projects
    and inure to the benefit of LF Projects.

  * **b.** The Project shall, as permitted and in accordance with such
    license from LF Projects, develop and own all Project GitHub and
    social media accounts, and domain name registrations created by
    the Project community.

  * **c.** Under no circumstances will LF Projects be expected or
    required to undertake any action on behalf of the Project that is
    inconsistent with the tax-exempt status or purpose, as applicable,
    of LFP, Inc. or LF Projects, LLC.

### 6. General Rules and Operations. 

  * **a.** The Project will:

    - **i.** engage in the work of the project in a professional
      manner consistent with maintaining a cohesive community, while
      also maintaining the goodwill and esteem of LF Projects, LFP,
      Inc. and other partner organizations in the open source software
      community; and

    - **ii.** respect the rights of all trademark owners, including
      any branding and trademark usage guidelines.

### 7. Intellectual Property Policy

  * **a.** Participants acknowledge that the copyright in all new
    contributions shall be retained by the copyright holder as
    independent works of authorship and that no contributor or
    copyright holder will be required to assign copyrights to the
    Project.

  * **b.** Except as described in Section 7.c., all code contributions
    to the Project are subject to the following:

    - **i.** All new inbound code contributions to the Project must be
      made using an OSI-approved open source license specified for the
      Project within the “LICENSE” file within the Project’s code
      repository (the “Project License”).

    - **ii.** All new inbound code contributions must:

      o **1.** Be made pursuant to a binding Project Contribution License
        Agreement (the “CLA”) available on the Project’s web site; and

      o **2.** be accompanied by a Developer Certificate of Origin
        ([http://developercertificate.org](http://developercertificate.org))
        sign-off in the source code system that is submitted through a
        TSC-approved contribution process which will bind the
        authorized contributor and, if not self-employed, their
        employer to the applicable license;

    - **iii.** All outbound code will be made available under the
        Project License.

    - **iv.** Documentation will be received and made available by the
      Project under the Creative Commons Attribution 4.0 International
      License (available at
      [http://creativecommons.org/licenses/by/4.0/](http://creativecommons.org/licenses/by/4.0/)).

    - **v.** The Project may seek to integrate and contribute back to
      other open source projects (“Upstream Projects”). In such cases,
      the Project will conform to all license requirements of the
      Upstream Projects, including dependencies, leveraged by the
      Project. Upstream Project code contributions not stored within
      the Project’s main code repository shall comply with the
      contribution process and license terms for the applicable
      Upstream Project.

  * **c.** If an alternative inbound or outbound license is required
    for compliance with the license for a leveraged open source
    project or is otherwise required to achieve the Project’s mission,
    the Governing Board of the Academy Software Foundation Fund of the
    Linux Foundation (“Governing Board”), or the Governing Board’s
    representatives designated for such purpose, may approve the use
    of an alternative license for specific inbound or outbound
    contributions on an exception basis.  Any exceptions must be
    approved by a vote of the Governing Board and must be limited in
    scope to what is required for such a purpose. To request an
    exception, please describe the contribution, the alternative open
    source license(s), and the justification for using an alternative
    open source license for the Project.

  * **d.** Contributed files should contain license information, such
    as SPDX short form identifiers, indicating the open source license
    or licenses pertaining to the file.

### 8. Amendments

  * **a.** This charter may be amended by a two-thirds vote of the
    entire TSC, subject to reasonable approval by LF Projects.

