1. The Autoware Foundation Charter

Effective 3rd Dec 2018

Updated 27th Feb 2019

Mission and Scope of the Autoware Foundation

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

b) 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”).

Organization

a) The Foundation operates under the guidance of the Board of Directors (the “Board”). The Board manages the Foundation and raises budgets and approves spending of funds.

b) The governance of Technical Projects is as set forth by the Autoware Technical Steering Committee

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

c) The Foundation may also have an administration office and other bodies that may be established

by the Board. All bodies report to the Board.

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

e) Members of the Board are invited and approved by the current Board, representing the Foundation, serve to the best interest of the Foundation.

f) Members of the Board stay in position in case the organization in which members belong to leaves the Foundation.

Membership

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

a) The Foundation will be composed of Premium Members, Industry & Government Members, Academic & Non-Profit Organisation 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, as from time to time amended by the Board. Unless separately arranged, membership of the Foundation term is on annual basis, to be renewed at the end of each term upon mutual agreement.

The first membership term shall start on December 1, 2018, and shall end on December 31, 2019.

 

b) Premium Members will be entitled to - influence strategic direction and business, financial, technical priorities for Autoware.

  • showcase brand momentum and leadership in the Autonomous driving space with a dedicated press release announcing membership.

  • sponsor and participate in project activities to the Autoware Technical Steering Committee.

  • one voting seat on the Autoware Technical Steering Committee.

  • serve as advisor to the Autoware Board of Directors.

Also, Autoware Foundation Board may consider accepting contribution in kind in lieu of membership fee.

c) Industry & Government Members will be entitled to

  • influence strategic direction and business, technical priorities for Autoware.

  • make technical proposal in project activities to TSC.
     

d) Academic & Non-Profit Organization Members will be entitled to

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

  • make technical proposal in project activities to TSC.
     

e) All Members will be entitled to drive new technology by

  • initiating new Autoware projects with member companies.

  • members-only meetings and annual Autoware member summits at which where you can connect with the leaders in Autonomous Driving worldwide.

  • collaborating with others across automotive industry to transform Autonomous Driving technology and product development landscape.

  • technical steering the future direction of Autoware and Autonomous Driving technology at large.

  • facilitating interoperability between Autoware projects to tackle new use cases.

  • promote their solutions through

  • exclusive invitation to promote your Autoware-based solutions through our worldwide channels.

  • working with the Autoware Board to find the right partners from our members and partners to create cutting-edge Autonomous Driving solutions.

  • applying existing frameworks to industry-specific use cases through active working projects and collaborate with partners on finding novel product development. thought leadership quote and company description in press release announcing membership.

  • cross-promotion of PoCs and announcements on Autoware social channels and in contributed blog posts on our high traffic blog.

  • opportunities to speak on behalf of Autoware and your organization at trade shows, roundtables, and in media interviews, and analyst briefings.

  • prominent brand placement with a logo on our member channels and this site, as well as listed in our product/service vendor directory.

  • members’ products or services built with Autoware get featured on our vendor directory.

  • exposure through Autoware-hosted demos at trade shows and inclusion in white papers, case studies, and videos.

Board

The current Board of Directors (“the BoDs”) of the Foundation are, Shinpei Kato, Jan Becker, and Yang Zhang,

 

  • Upon invitation, person sits on the Board but with extra responsibilities for day to day operation of Autoware.

  • Before dedicated business development resources in place, the board of directors is responsible to recruit members.

 

a) Conduct of Meetings 

i) The Board meetings will be limited to the Board members and invited guests. 

ii) The Board meetings 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) The Board meetings 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).

b) 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 such as secretary, administration officer. Upon approval of the Board, new members upon invitation may join the Board; upon approval of the Board, the existing members may leave or resign from the Board.

Daisuke Tanaka is assigned by the Board as the Administrative Officer upon creation of the Foundation Shinpei Kato and Daisuke Tanaka are executive officers of the Foundation.

ii) The Chair will preside over meetings of the Board, manage operational decisions, and will submit minutes for Board approval.

iii) The Treasurer will assist in the preparation of budgets for Board approval, monitor expenses against the budget, and authorize expenditures approved in the budget.

e) The Board, assisted by the administration office, will be responsible for the overall management of the Foundation, including

i) approve a budget directing the use of funds raised by the Foundation from all sources of revenue;

ii) nominating and elect Officers of the Foundation;

iv) oversee all the Foundation business and community outreach matters and work on any legal matters that arise;

v) maintain and update the charter of the Foundation;

vi) establish ad-hoc committees to resolve a particular matter or establish additional committees, in support of the mission of the Autoware Foundation;

vii) establish any conformance programs and solicit 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”);

viii) publish use cases, user stories, websites, and priorities to help inform the ecosystem and technical community;

ix) establish and maintain end-user advisory councils to support one or more Technical Projects;

x) approve procedures for the nomination and election of any representative of the General Members to the TSC and any Officer or other positions created by the Board; and

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

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 the development of an overall technical vision for the community;

ii) making recommendations to the Board of resource priorities for Technical Projects;

iii) electing annually 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”);

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 Premier 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 (a) opening meetings to a broader community; (b) holding closed meetings, and (c) 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 the 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.

 

e) The TSC representatives will elect a chair to preside over meetings, ensure minutes are taken, and drive the TSC agenda with input from the TSC representatives.

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 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.

 

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.

 

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.

 

IP rights

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

 

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 both (a) 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 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 the best efforts approach to address gap funding requirements.

 

General & Administrative Expenses

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

 

General Rules and Operations 

The Foundation activities must:

a) 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;

b) respect the rights of all trademark owners, including any branding and usage guidelines;

c) engage or coordinate with the Foundation on all outreach, website, and marketing activities on behalf of any Technical Project that invokes or associate the name of any Technical Project; and d) operate under such rules and procedures as may be approved by the Board.

2. Membership contributions

  1. Members can request to provide engineering contributions in lieu of cash payments as described on the membership page.

  2. Members need to provide tangible evidence, e.g., pull requests for code contributions to substantiate actual contributions.

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

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

    1. (Start of the process) First notice of not meeting the commitment to contribute from the TSC chair.

    2. (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.

    3. (After two months) Third notice of not meeting the commitment to contribute from the Board of Directors.

    4. (After three months) Fourth notice of not meeting the commitment to contribute from the Board of Directors.

    5. (After 4 months) Membership in the Autoware Foundation is terminated.

  5. Notes:

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

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

  • 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.

 
LINKS
CONTACT

Join the Autoware community discussion forum on Slack:

https://autoware.herokuapp.com

 

Discourse - Autoware project-specific discussions:

https://discourse.ros.org/c/autoware/ 

 

To join the Autoware Foundation:

auto@autoware.org

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