The Autoware Foundation Charter 

 

Effective 3rd Dec 2018

Updated 15th June 2021

1) Mission and Scope of the Autoware Foundation

 

i) The Autoware Foundation (“the Foundation”) supports open-source projects enabling self-driving mobility.

ii) The Foundation shall, for this purpose, support Autoware projects including but not limited to Autoware.AI, Autoware.Auto, and Autoware.IO (each a “Technical Project”) in accordance with the provisions of this charter (the “Charter”).

2) Organization

 

i) The Foundation shall operate under the guidance of the Board of Directors (the “Board”). The Board shall manage the Foundation and raise, budget and approve the spending of funds.

ii) The governance of Technical Projects will be as set forth by the Autoware Technical Steering Committee

(“the TSC”), and relevant sub-committees.

iii) The strategic direction of the Foundation will be as set forth by the Autoware Strategic Planning Committee (“the SPC”), and relevant sub-committees.
 

iv) The foundation may also have an administration office and other bodies that may be established

by the Board. All bodies other than sub-committees of the TSC and SPC shall report to the Board.

v) Individuals may, upon invitation, sit as Advisors to the Board.

vi) New members of the Board are invited and approved by the current Board to serve in the best interest of the Foundation.

vii) Members of the Board shall continue to hold their positions as individuals separate from the membership status of their respective organizations. 

3) Membership

 

i) Upon Board approval, new members may join the Foundation.

 

ii) The Foundation will be composed of Premium Members, Industry & Government Members, Academic & Non-Profit Organization Members, and Student Members (each, a “Member” and, collectively, the “Members”). All participants in the Foundation enjoy the privileges and undertake the obligations described in this Charter which may, from time-to-time, be amended by the Board.

iii) Unless separately arranged, membership in the Foundation shall be renewed on an annual basis upon mutual agreement by the Member and the Board.

iv) The Board may accept contributions in-kind in lieu of membership fees.

a) Premium Membership

Premium Members of the Foundation shall be entitled to:

i) influence the strategic direction and business, financial, and technical priorities for Autoware.
ii) showcase brand momentum and leadership in the autonomous driving space with a dedicated press release announcing their membership.
iii) sponsor and participate in project activities governed by the TSC.
iv) one voting seat on the TSC.
v) participate in the SPC’s activities.

vi) serve as advisors to the Board.

b) Industry & Government Membership

Industry & Government Members of the Foundation shall be entitled to:

i) influence the strategic direction and business and technical priorities for Autoware.
ii) make technical proposals related to project activities governed by the TSC.
make strategy proposals to the SPC.

c) Academic & Non-Profit Organization Membership

Academic & Non-Profit Organization Members of the Foundation shall be entitled to

i) facilitate cross organization collaboration with other research teams around the world.

ii) make technical proposals related to project activities governed by the TSC.
iii)
 make strategy proposals to the SPC.

d) General Membership

All Members will be entitled to:

i)    drive new technology by:

a) initiating new Autoware projects with other Members.
b) attending members-only meetings and annual Autoware member summits at which they can connect with the leaders in Autonomous Driving worldwide.
c) collaborating with others across the automotive industry to transform Autonomous Driving technology and the product development landscape.
d) steering the future direction of Autoware and Autonomous Driving technology at-large.
e) facilitating interoperability between Autoware projects to tackle new use cases.

ii)    promote their solutions through:

a) exclusive invitation to promote their Autoware-based solutions through our worldwide channels.
b) working with the Board to forge collaborative relationships with other Members and partners to create cutting-edge Autonomous Driving solutions.
c) applying existing frameworks to industry-specific use-cases through actively working on projects and collaborating with partners on novel product development.
d) leadership quotes and a company description in the press release announcing their membership.
e) cross-promotion of PoCs and announcements on Autoware social media channels and in contributed blog posts on our high-traffic blog.
f) opportunities to speak on behalf of Autoware and your organization at trade shows, roundtables, interviews, and analyst briefings.
g) prominent brand placement with a logo on our Members-only forum and autoware.org as well as listing in our products and services vendor directory
h) members’ products or services which are built with Autoware being featured in our products and services vendor directory.
i) exposure through Autoware-hosted demos at trade shows and inclusion in white papers, case studies, and videos.

4) The Board

a) Composition

i) The current Board of Directors (“the BoDs”) of the Foundation are, Shinpei Kato, Yang Zhang, Bobby Hambrick, Jim Liu, and Girish Shirasat.

ii) Upon invitation, a person may sit on the Board with additional responsibilities for day-to-day operation of the Foundation.
iii) Before a dedicated business development resource is in place, the Board is responsible for the recruitment of members.

b) Conduct of Meetings 

i) Meetings of the Board will be limited to the Board members and invited guests.
ii) Meetings of the Board shall follow the requirements for quorum and voting outlined in this Charter. The Board may decide whether to allow one named representative to attend as an alternate.
iii) Meetings of the Board will be private unless decided otherwise by the Board. The Board may invite guests to participate in consideration of specific Board topics (but such guests may not participate in any vote on any matter before the Board).

c) Officers

i) The officers (“Officers”) of the Foundation as of the first meeting of the Board will be a Chairperson (“Chair”) and a Treasurer. Additional Officer positions may be created by the Board as required.
ii) Upon invitation and approval of the Board, a new Board member may join the Board.
iii) An existing member may leave or resign from the Board at any time .
iv) Daisuke Tanaka is assigned by the Board as the Administrative Officer upon creation of the Foundation.
v) Shinpei Kato and Daisuke Tanaka are executive officers of the Foundation.
vi) The Chair will preside over meetings of the Board, manage operational decisions, and will submit minutes for Board approval. 
vii) The Treasurer will assist in the preparation of budgets for Board approval, monitor expenses and authorize expenditures approved in the budget.
viii) The Administrative Officer will be responsible for managing daily operations and making decisions for the administration office, to assist the Board
ix) The Board, assisted by the administration office, will be responsible for overall management of the Foundation including but not limited to:
i) approving a budget directing the use of funds raised by the Foundation from all sources of revenue;
ii) nominating and electing Officers of the Foundation;
iii) overseeing all the Foundation business and community outreach matters and working on any legal matters that arise;
iv) maintaining and updating the charter of the Foundation;
v) establishing ad-hoc committees to resolve a particular matter or establishing additional committees, in support of the mission of the Foundation;
vi) establishing any conformance programs and soliciting input (including testing tools) from the applicable governance body of any Technical Project for defining and administering any programs related to conformance with any Technical Project, (a “Compliance Program”);
vii) publishing use-cases, user stories, websites and priorities  to help inform the ecosystem and technical community;
viii) establishing and maintaining end-user advisory councils to support one or more Technical Projects;
ix) approving procedures for the nomination and election of any representative of the General Members to the TSC and the SPC, and any Officer or other positions created by the Board;
x) voting on all decisions or matters coming before the Board; and

xi) vote on all decisions or matters coming before the Board.

5) Technical Steering Committee

 

a) The role of the TSC is to facilitate communication and collaboration among the Technical Projects. The TSC will be responsible for:

i) coordinating collaboration among Technical Projects, including development of an overall technical vision for the community, in consultation with the SPC;
ii) making recommendations to the Board of resource priorities for Technical Projects;
iii) annually electing a chairperson to preside over meetings, set the agenda for meetings, ensure meeting minutes are taken and who will also serve on the Board as the TSC’s representative (the “TSC Representative”) and may observe the Board meetings unless decided otherwise by the Board ;
iv) creating, maintaining and amending project lifecycle procedures and processes, subject to the approval of the Board; and
v) such other matters related to the technical role of the TSC as may be communicated to the TSC by the Board.

 

b) The voting members of the TSC consist of representatives appointed by each Premium Member;

 

c) One representative of any Member may observe meetings of the TSC. Any committers from a TSC Project may observe meetings of the TSC. The TSC may change this at any point in time, including:

i) opening meetings to a broader community;

ii) holding closed meetings

iii) holding meetings open to the public.

 

d) At the start of the Foundation, “TSC Projects” are those Technical Projects listed as having voting representatives on the TSC on the Foundation’s website. Thereafter, any Technical Project can become a TSC Project through a proposal from the TSC and approval of the Board. The TSC and the Board may approve a project lifecycle policy that will address the incubation, archival and other stages of TSC Projects.

6) Strategic Planning Committee

 

a) The role of the SPC is to facilitate communication and collaboration among the Members in setting the high level strategic direction for the Foundation. The SPC will be responsible for:

i) making recommendations to the Board of the overall direction for Autoware, in consultation with the TSC;
ii) developing and executing strategy for ecosystem promotion;
iii) directing marketing, including branding, events and ecosystem engagement;
iv) defining and executing strategy for addressing safety and security in Autoware projects, as well as regulatory requirements;
v) annually electing a chairperson, to preside over meetings, set the agenda for meetings, ensure meeting minutes are taken, and a vice-chairperson, to assist the chairperson; and
vi) such other matters related to the role of the SPC as may be communicated to the SPC by the Board.

b) The voting members of the SPC consist of representatives appointed by Premium Members.

c) Existing voting members of the SPC may approve additional voting members from Premium Members, either existing or new to the Foundation, upon their requests.

d) Each Premium Member may be entitled to one voting seat on the SPC.

e) One representative of any Member may observe meetings of the SPC. The SPC may change this at any point in time, including:

i) opening meetings to a broader community;
ii) holding closed meetings; and
iii) holding meetings open to the public.

f) The chairperson or the vice-chairperson will serve on the Board as the SPC’s representatives (the “SPC Representatives”) and may observe the Board meetings unless decided otherwise by the Board.

 

7) Voting

 

a) Quorum for the Board and Committee meetings will require fifty percent of the voting representatives. If advance notice of the meeting has been given per normal means and timing, the Board or Committe may continue to meet even if the quorum is not met.

b) Ideally decisions will be made based on consensus. If, however, any decision requires a vote to move forward, the representatives of the Board or Committee, as applicable, will vote on a one vote per voting representative basis.

c) If there is a tied vote in any Committee that cannot be resolved, the matter may be referred to the Board.

d) This Charter may be amended by a two-thirds vote of the entire Board.

 

8) Subsidiaries and Related Companies

 

a) Definitions:

i) “Subsidiaries” means any entity in which a Member owns, directly or indirectly, more than fifty percent of the voting securities or membership interests of the entity in question;

ii) “Related Company” means any entity which controls or is controlled by a Member or which, together with a Member, is under the common control of a third party, in each case where such control results from ownership, either directly or indirectly, of more than fifty percent of the voting securities or membership interests of the entity in question; and

iii) “Related Companies” are entities that are each a Related Company of a Member.

 

b) Only the legal entity which has executed a Participation Agreement and its Subsidiaries will be entitled to enjoy the rights and privileges of such Membership; provided, however, that such Member and its Subsidiaries will be treated together as a single Member.

 

c) If a Member is itself a foundation, association, consortium, open-source project, membership organization, user group, or other entity that has members or sponsors, then the rights and privileges granted to such Member will extend only to the employee representatives of such Member, and not to its members or sponsors unless otherwise approved by the Board in a specific case.

 

d) Autoware Foundation Membership is non-transferable, non-salable, and non-assignable, except a Member may transfer its current Membership benefits and obligations to a successor of substantially all of its business or assets, whether by merger, sale or otherwise; provided that the transferee agrees to be bound by this Charter.

 

9) Trademarks

 

a) Any trademarks relating to the Foundation or any Technical Project, including without limitation any mark relating to any Conformance Program, must be transferred to and held by the Foundation.

 

10) IP rights

 

a) Any projects published and managed under the Foundation, unless explicitly stated otherwise, will be open source and Apache 2.0 licensed.

 

11) Budget

 

a) The Board will approve an annual budget and is not permitted to approve spending in excess of the funds raised. The budget and the purposes to which it is applied must be consistent with (a) the mission of the Foundation, (b) the non-profit and tax-exempt mission of the Foundation and (c) the aggregate goals of the Technical Projects.
 

b) The Treasurer will provide the Board with regular reports of spending against the budget. Under no circumstances shall the Foundation have any expectation or obligation to undertake an action that is not covered in full by funds raised by the Foundation.
 

c) In the event an unbudgeted or otherwise unfunded obligation arises related to the Foundation, The Board will take a best-effort approach to address the gap funding requirements.

12) General & Administrative Expenses

 

a) The Board will have custody of and final authority over the usage of any fees, funds, and other cash receipts.

 

13) General Rules and Operations 

 

a) The Foundation activities must:

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 the Foundation in the open source community;
ii) respect the rights of all trademark owners, including any branding and usage guidelines;
iii) engage or coordinate with the Foundation on all outreach, website and marketing activities on behalf of any Technical Project that invoke or associate the name of any Technical Project; and
iv) operate under such rules and procedures as may be approved by the Board.

 

Membership Contribution

 

i) Members can request to provide FTE contributions in lieu of cash payments as described on the membership page.

ii) FTE contributions must be publicly verifiable. The current definition of a valid contribution is:

a) Commits and merge/pull requests on a repository under https://github.com/autowarefoundation, https://github.com/Autoware-AI, or https://gitlab.com/autowarefoundation/.

b) Verifiable porting efforts for Autoware.Auto or Autoware.AI to new hardware, accompanied by documentation of how the porting was carried out, what Autoware users need to do to use Autoware on the target hardware, etc. Videos of Autoware running on the hardware are recommended. Porting to hardware that is not accessible to Autoware users (e.g. unreleased hardware) is not a valid contribution.

c) Verifiable hours testing Autoware.Auto or Autoware.AI for a release, accompanied by a test report (minimum one per month) and issues filed in the appropriate repositories for all bugs and problems found. 

d) Contributions of documentation of reference hardware design for Autoware, including sensor configuration, CAD models, renderings etc. Such contributions should form part of the Autoware Open AD Kit.

e) Validation of Autoware on different underlying middleware (real-time OS, different DDS implementations). An issue in Autoware.Auto should be posted and report findings should be added to the issue. Implementation/support documentation should be provided in the Autoware Wiki or official docs as a final step. 

f) Contributions of collection and annotations of datasets (including synchronised sensor configurations and locations) and HD maps where possible. Acceptable datasets are:

i) rosbags for testing CI/CD in Autoware

ii) Images with metadata for training perception models 

iii) Dataset formats should be compatible with Autoware.Auto (please confirm this with us)

g) Releasing the ROS drivers for third party hardware (including drive-by-wire system and sensors) as open source. Detailed documentation with links to the source code must be provided and linked to the Autoware repository.

h) Contributions of integrating accessible peripheral tools with Autoware.Auto:

i) Map distribution/building/conversion tools

ii) Developing/integrating simulation environments for Autoware

iii) CI/CD tools

i) Contributions of Autoware training materials. The materials should be visible to all Autoware users to be counted as a contribution (e.g. links to the tutorial listed in Autoware.Auto wiki page or website).

j) Answering any questions with the autoware/autoware.auto/autoware.ai tags on ROS Answers https://answers.ros.org/questions/ A link to the answered question must be  provided.

iii) In case where it is difficult to comply with requirements by the means, in-kind contributions in lieu of cash payments or engineering contributions can be accepted If the following conditions are met;

a) In-kind contributions may include things such as hardwares, licenses, dataset and test fields.
b) The value of in-kind contributions have to be objectively measurable and its monetary value is equal or greater than its membership fee or the reminder if a part of the fee is paid in cash.
c) Restriction of usage cannot be imposed by an organization who provides it. 
d) Details of in-kind contributions to be provided requires an approval by the Board.
In-kind contributions equivalent to multiyear membership fee can also be provided, which will be annually reviewed for validity based on its usage status by the Board. 

iv) The AWF administration and the chair of the TSC will match committed contributions with actual contributions.

v) In the case of a mismatch, the following process will be applied to address the situation:

a) (Start of the process) First notice of not meeting the commitment to contribute from the TSC chair.
b) (After one month) Second notice of not meeting the commitment to contribute from the TSC chair. In addition, the AWF-administration provides an invoice to the member over the full non-discounted amount to provide the member the opportunity to meet the membership requirements without FTE contribution.
c) (After two months) Third notice of not meeting the commitment to contribute from the Board of Directors.

d) (After three months) Fourth notice of not meeting the commitment to contribute from the Board of Directors.
e) (After 4 months) Membership in the Autoware Foundation is terminated.

vi) Notes;

a)It’s within the remit of TSC chair to officially notify the members by email or letter, upon notification to the BoD.

b) A code contribution to one of the Autoware Foundation code base is an acceptable contribution.

c) Member-internal activities cannot be considered a contribution to the foundation. Examples for activities that are not considered acceptable contributions are introducing Autoware to member customers; providing a company webinar talking about Autoware, taking part in AWF working groups, getting familiar with the Autoware code base.