CoreCollective Charter

1) Mission of CoreCollective

The mission of CoreCollective is to provide the collaboration infrastructure for the Arm Software ecosystem that enables companies to work together on common goals.

CoreCollective accomplishes this mission by:

1. Hosting Working Groups which are formed to tackle specific shared opportunities and problems
2. Define and manage engineering projects to enhance and maintain common software components
3. Create industry standards for interoperability between components in the Arm software stack
4. Providing governance and maintainership for key software components.
5. Enable and assist members in deploying Arm technology by providing pathways for adoption
6. Establish best practices for deploying and maintaining Arm products that complies with industry regulations
7. Strengthen efforts in the Open Source ecosystem on Arm by sponsoring and participating in relevant conference and marketing events.
8. Participation in and contribution to Open Source Projects

2) Definitions

• The HOST is the organization hosting CoreCollective to provide it with management, IT, marketing and financial resources
• MEMBERS are companies and individuals who have signed the membership agreement and have been accepted by CoreCollective
• SPONSORING MEMBERS are members who are financially supporting one or more working group initiatives.
• A WORKING GROUP is a discussion forum made up of 2 or more members to address a specific need.
• An INITIATIVE is a budgeted activity created by a WORKING GROUP and funded by SPONSORING MEMBERS
• The GOVERNING BOARD is the group responsible for overall oversight of the FORUM as set forth below.
• The TECHNICAL ADVISORY COMMITTEE (TAC) is the body responsible for WORKING GROUP oversight

3) Membership

1. CoreCollective membership is free, only requiring a signed copy of the membership agreement. Membership is required to participate in CoreCollective Working Groups.
2. Members are classified as General Members, Sponsoring Members, and Individual Members.
3. All Members will be entitled to participate in general meetings, initiatives, events and any other activities as appropriate; and to identify themselves as members of CoreCollective.
4. In addition to the other rights set forth in this Charter, Sponsoring Members will each benefit from:
1. For each sponsored Working Group, enjoy prominent placement in displays of membership logos
5. Terminating membership
1. The member may terminate their membership at any time by submitting a request in writing.
2. The Governing Board may terminate membership of any member for breaching the terms of their membership agreement with a two-thirds majority vote.
3. When the membership agreement or charter is updated, CoreCollective may require all members to accept the new documents. The Governing Board may terminate membership for any member who does not agree to the new terms 3 months after being notified in writing of the updated terms.

4) Working Groups

1. Working Groups are the primary mechanism by which areas of interest are discussed and courses of actions are decided
2. Working groups are created by submitting a proposal to the TAC.
1. A Working Groups proposal must include:
1. A statement of the purpose of the Working Group
2. the person/people who will initially chair the Working Group
3. a list of desired members
3. Members may join any active working group, except for
   1. groups that have special approval from the TAC to have restricted membership.
4. The working group chair(s) are responsible for defining how the working group operates, including,
1. Defining working group goals
2. Setting meeting frequencies and agendas
3. Publishing of minutes and actions
4. Setting up sub committees
5. Advancing the working group through the working group lifecycle as defined herein
5. Working Groups use the following lifecycle model to guide it through the creation process, into active discussion, and finally archiving when the work of the group is complete. The Working Group Lifecycle consists of:
1. Investigation - At the investigation phase, a member notifies the TAC that it would like to create a new working group, and CoreCollective provides resources (web page, video conference support, mailing list) to start discussion. In the investigation phase the working group needs to refine the problem statement and recruit at least one other member to participate.
2. Incubation - When the problem statement is defined, and the desired membership is determined, the group will apply to the TAC to enter into Incubation. Once approved, CoreCollective will provide support to the working group in the form of a community manager that helps the chair(s) to set up a successful group. The initial chair(s) will be appointed by the TAC. At this stage the group begins to actively discuss the problem at hand, and recruit additional members. Group is advertised to the CoreCollective membership through internal communications.
3. Active - When the group has attracted sufficient members to be viable and is having fruitful discussion, it enters the active phase where it can continue meeting as long as is necessary. The chair(s) of the working group is selected by the members on an annual basis. The group will be run by the chair(s) with support from a CoreCollective community manager. In the active phase a group is responsible to provide an activity report to the TAC on a biannual basis. The group is listed publicly in the CoreCollective active WG roll
4. Archived/Transferred - When meaningful discussion in the group tapers off, the group moves to a different organization, or if the group never exits the incubation phase, then it becomes archived. Any web pages, communication channels, or other assets of the group are marked as archived and the working group is no longer listed as active in the CoreCollective active WG roll.
6. By default, working groups are discussion forums using basic committee rules. They do not have a budget nor are required to hold any formal votes. Each group can adapt their process as they see fit provided that they follow the Code of Conduct and assume responsibility for any costs or expenses incurred.
7. To justify continuation and remain active, working groups must provide a simple quarterly report to the TAC.
8. Optionally, if the working group needs to fund engineering activity, it can create initiatives as described below.

5) Initiatives

1. Any working group may choose to start an initiative
2. To create an initiative, the following process is used:
1. A Working Group chooses to investigate a specific initiative. An initiative must have a clear goal of what it is intending to achieve. E.g., an initiative could be created to maintain an Open Source Software project, or to test a software stack, or to enable new technology/standards.
2. CoreCollective Community Managers will guide working group through estimating the level of effort, the funding required, and selecting a vendor.
3. CoreCollective will also provide the working group with fund raising options, typically in the form of recommended sponsorship levels, degree of influence associated with each level, and minimum level of funding required to be viable.
4. The Working Group chooses the fund raising model ¹. The chair leads the discussion and makes the final decision on fund raising model to be used. ²
5. Fund raising begins and members may choose to sponsor the Working Group.
6. When minimum funding is achieved, CoreCollective engages the vendor(s) to begin work.
7. If minimum funding is not achieved within 6 months after fund raising begins, or if a suitable vendor cannot be engaged within 3 months of minimum funding secured, then the initiative will be deemed terminated and any funds collected shall be, at the sponsoring member's option, either reallocated to another initiative or returned.
3. Initiatives remain active until either the sponsoring members agree to terminate it, or the committed funding drops below the minimum level required. At which point the following wind down procedure is followed:
   1. The working group is notified that the initiative is being wound down
   2. Any remaining collected funds are used on initiative priorities until they are exhausted, or if agreed by sponsoring members, reallocated to another initiative
4. CoreCollective will manage the relationship between the working group, and the vendor(s) supplying the engineering activity
5. The Sponsoring Members of the Working Group will be responsible to set the initiative budget

6) Sponsoring Members

1. Sponsoring Members are members who choose to provide funding to one or more Working Group Initiatives
2. Members are not required to provide sponsorship to participate in a working group
3. Sponsoring members choose which initiatives to sponsor, and the level of sponsorship.
4. Sponsoring Members may change their sponsorship levels by submitting an updated sponsorship form CoreCollective, and providing that:
1. The Sponsoring Member gives CoreCollective three months notice, and
2. The Sponsoring Member has completed all commitments associated with a sponsorship tier for the working group

7) Governing Board

1. The Host will appoint an interim governing board at the start of CoreCollective
2. The Governing Board will form a governance advisory committee within 3 months of the start of CoreCollective to review the governance structure. The governance advisory committee will provide feedback and recommendations on Governance Board composition before the end of the first year of operation
3. Responsibilities of the Governing Board:
1. approve periodic budgets directing the use of CoreCollective funds;
2. elect a Chair of the Governing Board, from time to time, to preside over meetings
3. authorise non-budgeted expenditures in excess of $5,000;
4. define procedures for the nomination and election of the representatives to the Board;
5. vote on decisions or matters before the Board;
6. oversee all non-technical business, security and marketing matters;
7. determine if required, and define, create and oversee any other committees to further CoreCollective;
8. adopt and maintain other policies, rules or procedures for CoreCollective(subject to Hosting Organization's approval) as appropriate, such as a Code of Conduct or any certification policies.
4. The Governing Board may, subject to approval by the hosting organization, designate officer positions, set procedures for the election of any such officer, or create other positions (e.g., director) within CoreCollective. Any hiring decisions with respect to such positions, are subject to approval by the hosting organization.

8) Conduct of Board / Sub-committee Meetings:

1. Board meetings will be limited to the Board representatives and follow the requirements for quorum and voting outlined in this Charter. The Board may allow invited guests to attend Board meetings as observers.
2. Should a Board Representative be unable to attend, they may designate a named delegate to act on their behalf, including any voting responsibilities and commitments. The name of the Delegate shall be provided to the Board Meeting organiser at least 24 hours prior to the start of the meeting.
3. Board meetings will be confidential unless approved by the Board. The Board should encourage transparency, including the publication of non-confidential minutes within a reasonable time following their approval.
4. Where deemed necessary, the governing board may form additional sub-committees. These will each be governed by their own representatives and follow the guidelines of this section.
5. Meeting agendas and any supporting content shall be provided a minimum of one(1) working day prior to the meeting.

9) Quorum and Voting

1. Quorum for Board or Sub-committee meetings requires two-thirds of the voting representatives of the Governing Board present either in-person or via electronic means. The Board may continue to meet if quorum is not met, but will not make any binding decisions at the meeting.
2. It is the goal of CoreCollective to operate as a consensus-based community. If any decision requires a vote to move forward, the representatives of the Board or any other committees established within CoreCollective will vote on a one vote per representative basis.
3. Except as provided in section 11(a), decisions by vote will be based on a majority vote of the voting representatives present either in-person (including video conference) or via electronic means.
4. In the event of a tie vote with respect to an action by the Board or other Sub-committee established within the CoreCollective, the Chair of the Board or such Sub-committee will submit a tie-breaking vote.
5. The Chair of the Board or other Sub-committee established within CoreCollective, as applicable, may conduct any vote using an appropriate electronic voting mechanism. In the case of an electronic vote where the topic has not been previously discussed in a meeting, if any two voting representatives object to the electronic vote, the topic will be put onto the agenda at the next meeting at which point the decision may then be put up for a vote.

10) Antitrust Guidelines

1. All members shall abide by the Antitrust Compliance Policy available at: http://corecollective.dev/antitrust-policy
2. All CoreCollective members will encourage open participation from any organisation able to meet the membership requirements, regardless of competitive interests. The Board will not seek to exclude members based on any criteria, requirements or reasons other than those used for all members.

11) Budget

1. The Board will approve an annual budget and never commit to spend in excess of funds raised.
2. The HOST will provide the Board with regular reports of expenditure against the budget. In no event will HOST have any obligation to undertake any action on behalf of CoreCollective or otherwise related to CoreCollective that will not be covered in full by funds raised by CoreCollective. In the event that any unbudgeted or otherwise unfunded obligation arises related to CoreCollective, HOST will liaise with the Board to address funding the gap or alternative mitigating actions.

12) Treasury and Expenses

1. The HOST will have custody of and final authority over the usage of any funds and other cash receipts.
2. The HOST will charge CoreCollective expenses incurred on a monthly basis covering accounting, legal, operational and infrastructure costs. The HOST will not contract with third-parties, on behalf of the project, without prior approval by the Board.

13) IP Policy and Licensing

1. Anyone may participate in and contribute to any technical codebase hosted by CoreCollective regardless of membership status and subject to any contribution guidelines and code of conduct as identified in this charter.
2. All new inbound code contributions to CoreCollective will be made under an OSI approved license (see https://spdx.org/licenses/) accompanied by a Developer Certificate of Origin sign-off (http://developercertificate.org);
3. All outbound code will be made available under one or more of CoreCollective's OSI approved inbound licenses, except for code included from other projects, in which case the original license text will be included in the source files. These exceptions and the related license terms will be listed in the project code documentation.
4. Importing additional code into a hosted codebase from other projects that do not use an OSI approved license will be subject to approval by the Board.
5. Contributed documentation will be received and made available by the Project under the Creative Commons Attribution 4.0 International License http://creativecommons.org/licenses/by/4.0/
6. The Board will determine whether any trademarks should be registered relating to the Project, and any such trademarks will be held by the HOST.

14) Technical Advisory Committee (TAC)

1. The Board will establish a Technical Advisory Committee. The TAC will be responsible for oversight of the working groups, the membership process, and liaison with the technical community. The TAC and Board are expected to operate independently although the TAC will report to and advise the Board as appropriate.
2. The TAC members shall consist of representatives appointed by the Governing Board from nominations provided by the membership.
3. The Governing Board shall appoint a TAC Chair, who will be a voting member of the Governing Board and will be expected to act as a liaison between the Board and technical leadership of the forum. The TAC is considered a sub-committee.
4. The TAC shall also be responsible for:
1. determining the appropriate size and membership composition of the TAC, from time to time, to include member representation, and as appropriate maintainers, contributors and other technical experts from the community:
2. coordinating the technical priorities;
3. approving individual Working Groups according to the Working Group lifecycle documented in this charter;
4. communicating with external and industry organisations concerning CoreCollective technical matters;
5. appointing representatives to work with other open source or open standards communities;
6. subject to the approval of the Board, creating and amending, as may be required from time to time, process documents, which outline and describe the procedures for, inter alia, contributing to, maintenance of, and auditing of the audited (secure) codebase;

15) Code of Conduct

1. Member agrees to abide by the CoreCollective's code of conduct policy available at https://corecollective.dev/coc

16) Amendments

1. This charter and the CoreCollective membership agreement may be amended by the Governing board by not less than a two-thirds vote of the total voting representatives, subject to approval by the HOST.

Appendix A

Initiative Fundraising Model Template

The _______________ Working Group uses the following fundraising model.

Members can support this initiative with financial sponsorship for any amount, and for any duration. Sponsors who commit to sponsorship above the following thresholds have greater influence over the priorities of the working group and receive more prominent recognition of their contributions.

Votes assigned to members are for decisions related to initiative funding allocation. Initiative voting rights do not carry over to voting on the priority of the Working Group discussion forum.

Example funding structure. Modify to reflect chosen model and delete this comment