# Technical Charter (the "Charter") for OpenImageIO a Series of LF Projects, LLC

Adopted July 1, 2023 by unanimous vote of the TSC.

This Charter sets forth the responsibilities and procedures for technical
contribution to, and oversight of, the OpenImageIO open source project, which
has been established as OpenImageIO a Series of LF Projects, LLC (the
“Project”).  LF Projects, LLC (“LF Projects”) is a Delaware series limited
liability company. All contributors (including committers, maintainers, and
other technical positions) and other participants in the Project
(collectively, “Collaborators”) must comply with the terms of this Charter.

### 1. Mission and Scope of the Project

  * **a.** The mission of the Project is to develop software to read, write,
    and manipulate image files of any image file format relevant to vfx /
    animation via a format-agnostic API, with a feature set, scalability, and
    robustness needed for production.

  * **b.** The scope of the Project includes collaborative development under
    the Project License (as defined herein) 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 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 are initially the Project’s Committers. At
    the inception of the project, the Committers of the Project will be as set
    forth within the “GOVERNANCE” file within the Project’s code repository.
    The TSC may choose an alternative approach for determining the voting
    members of the TSC, and any such alternative approach will be documented
    in the GOVERNANCE file.  Any meetings of the Technical Steering Committee
    are intended to be open to the public, 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 GOVERNANCE 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. A Committer may be removed by a majority
      approval of the other existing Committers.

  * **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 work flow 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 their 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, a directed 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 sub-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 of the Project (as provided for in the Series
      Agreement, 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.

### 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.** Quorum for TSC meetings requires at least fifty percent of all
    voting members of the TSC to be present. The TSC 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 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 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.  In the event that a
    Project-specific CoC has not been approved, the LF Projects Code of
    Conduct listed at https://lfprojects.org/policies will apply for all
    Collaborators in the Project.

  * **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 Collaborators must allow open participation from any individual
    or organization meeting the requirements for contributing under this
    Charter and any policies adopted for all Collaborators 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 Collaborators 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 Series 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 Collaborators 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 the Joint Development
    Foundation 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, Joint Development Foundation and
      other partner organizations in the open source community; and

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

### 7. Intellectual Property Policy

  * **a.** Collaborators 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.

  * **a.** 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 the Apache License, Version 2.0 available at
      http://www.apache.org/licenses/LICENSE-2.0 (the “Project License”).

    - **ii.** All new inbound code contributions must also be accompanied by
      (i) 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 and (ii) a duly executed contribution license agreement in the
      form approved by the TSC;

    - **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 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 TSC 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 TSC.

  * **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
    and is subject to approval by LF Projects.
