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Technical Charter (the “Charter”) for MoonRay

[ _ ] [ _ ], 2023

This charter (the “Charter”) sets forth the responsibilities and procedures for technical contribution
 to, and oversight of, the MoonRay (aka OpenMoonRay) project (the “Project”),
 which has been established as MoonRay by DreamWorks Animation L.L.C. (“DreamWorks”).
 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 MoonRay 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 the
       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
       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.

 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);

    ii. 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 or its designee 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;

    ix. coordinating any marketing, events, or communications regarding the
       Project; and

    x. ensuring that the Project (x) is developed and maintained in a professional
       manner consistent with maintaining a cohesive community, while also
       maintaining the goodwill and esteem of [entity] and other partner
       organizations in the open source software community, and (y) respects the
       rights of all trademark owners, including any branding and trademark
       usage guidelines.

3. TSC Voting

 a. Although 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 any 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 a 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. The TSC may adopt a code of conduct (“CoC”) for the Project, which is subject to
   approval by DreamWorks. Contributors to the Project will comply with the CoC.

 b. When amending or adopting any policy applicable to the Project, the TSC will
   publish such policy, as to be amended or adopted, on its web site at least 30 days
   prior to such policy taking effect.

 c. 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.

 d. 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.

 d. Any violations of the CoC or the requirements above should be reported to
   DreamWorks.

5. Project Assets

 a. DreamWorks will hold title to all trade or service marks used by the Project
   (“Project Trademarks”), whether based on common law or registered rights. Any
   new Project Trademarks will be transferred and assigned to DreamWorks 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 DreamWorks and inure to the
   benefit of DreamWorks.

 b. The Project will develop and own all Project GitHub and social media accounts,
   and domain name registrations created by the Project community.

6. Intellectual Property Policy

 a. Participants acknowledge that the copyright in all new contributions will 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 any other
   party.

 b. Except as described in Section 6.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:

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

      2. Be accompanied by a Developer Certificate of Origin
         (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/).

    v. The TSC may seek to integrate and contribute back elements of the
        Project to other open source projects (“Upstream Projects”). In such cases, the
        contributed elements will conform to all license requirements of the
        Upstream Projects, including dependencies, leveraged by those elements.
        Upstream Project code contributions not stored within the Project’s main
        code repository will 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 TSC (but only with DreamWorks’ approval) may approve
   the use of an alternative license for specific inbound or outbound contributions on
   an exception basis. Any exceptions 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.

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

7. Amendments

 a. This charter may be amended by a two-thirds vote of the entire TSC, subject to
   reasonable approval by DreamWorks Animation L.L.C.