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Technical Charter (the “Charter”) for Urban Computing Foundation v1.0

Adopted April 30 2019

This charter (the “Charter”) sets forth the responsibilities and procedures for technical contribution to, and oversight of, the Urban Computing Foundation, which has been established as Urban Computing Foundation 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 enable widespread adoption and help accelerate development of open source urban computing and a surrounding ecosystem.

  • (b)The scope of the Project includes 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 Advisory Council

  • (a) The role of the Technical Advisory Council ("TAC") is to facilitate communication and collaboration among the technical open source, standards and/or specification projects in the area of urban computing (each such a "Technical Project"). Technical governance, including provisions concerning intellectual property policy, will be as set forth in the governance documents for each such Technical Project.

  • (b) The TAC will be responsible for:

    • (i) accepting and approving open source, open data, or open specification projects as Technical Projects;
    • (ii) coordinating collaboration among Technical Projects, including development of an overall technical vision for the community;
    • (iii) creating, maintaining and amending project lifecycle procedures and processes;
    • (iv) creating sub-committees or working groups (e.g. policy working group) to focus on cross-project technical issues and requirements;
    • (v) discussions, seeking consensus, and where necessary, voting on technical matters relating to the code base that affect multiple projects;
    • (vi) coordinating any marketing, events, or communications regarding the Project with the LF Projects Manager or their designee;
    • (vii) appointing representatives to work with other open source or open standards communities; and
    • (viii) electing annually a chairperson to preside over meetings.

  • (c) The voting members of the TAC consist of those individuals listed on the Urban Computing Foundation web site as voting members of the Urban Computing Foundation web site. The TAC may establish processes and requirements for the addition or removal of TAC voting members.

  • (d) TAC meetings are intended to be open to the public. Decisions will be made by consensus where possible, and by simple majority vote where required. Ideally decisions will be made based on consensus. If, however, any decision requires a vote to move forward, then each representative of the Governing Board or Committee, as applicable, will vote on a one vote per voting representative basis.

3. TAC Voting

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

  • (b) Quorum for TAC meetings requires at least fifty percent of all voting members of the TAC to be present. The TAC may continue to meet if quorum is not met, but will be prevented from making any decisions at the meeting.

  • (c) Except as provided in Section 7.c. and 8.a, decisions by vote at a meeting require a two-thirds vote of those in attendance, provided quorum is met. Decisions made by electronic vote without a meeting require a two-thirds vote of all voting members of the TAC.

  • (d) In the event a vote cannot be resolved by the TAC, any voting member of the TAC may refer the matter to the Series Manager 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 TAC 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 TAC, 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 will, 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 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 the Project.

  • (b) Except as described in Section 7.c., all 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 also be accompanied by a Developer Certificate of Origin (http://developercertificate.org) sign-off in the source code system that is submitted through a TAC-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) To the extent a contribution includes or consists of data, any rights in such data will be made available under the CDLA-Permissive 1.0 License (available at http://cdla.io).
    • (vi) 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 will comply with the contribution process and license terms for the applicable Upstream Project.

  • (c) The TAC may approve the use of an alternative license or licenses for inbound or outbound contributions on an exception basis. 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. License exceptions must be approved by a two-thirds vote of the entire TAC.

  • (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 TAC and is subject to approval by LF Projects.