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Charter has unclear “Member” references. #24

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wking opened this issue Jan 24, 2018 · 0 comments
Open

Charter has unclear “Member” references. #24

wking opened this issue Jan 24, 2018 · 0 comments

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@wking
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wking commented Jan 24, 2018

In most places the charter qualifies “Member”, e.g. with “OCI Member” or “TOB Member”. However, there are a few places where it does not:

$ curl -s https://www.opencontainers.org/about/governance | grep -n Member

344:<p>c. Any Member can bring forward a new project proposal to the TOB for review. Approval of new OCI Projects requires a two-thirds vote of the TOB.</p>

365:a. The Trademark Board shall be composed of one representative appointed byeach OCI Member. A Member may appoint an alternative representative for any meeting.<br />
368:d. The intention is for the OCI to operate by consensus. However, if consensus cannot be achieved, the Trademark Board shall vote on a decision. Votes either at meetings, via email or electronic voting service, shall be based on a one vote per Active Member basis, requiring a simple majority of votes cast to pass. An abstain vote equals not voting at all. An Active Member is defined as any OCI Member whose representative attended (including by telephone or electronic conference or meeting) at least one of the last four Trademark Board meetings. An alternative representative’s attendance counts as participation for determining whether a Member is an Active Member.<br />
376:vii. voting on other decisions or matters that may come before the Trademark Board, including adopting policies related to the scope of the Trademark Board which shall be documented for Members.</p>

430:a. All new inbound contributions to OCI will be made under the Apache License, Version 2.0 (available at http://www.apache.org/licenses/LICENSE-2.0) accompanied by a Developer Certificate of Origin sign-off (http://developercertificate.org). All contributions by Member employees will bind their employers in accordance with this policy, including the patent and copyright license grants in the Apache License, Version 2.0.</p>
433:<p>d. Upon finalization and release of a new version of any OCI specification, OCI will notify all Members in writing using the contact information provided in Exhibit A. As set forth in Section 12 of this Charter, Members may resign from membership in OCI at any time within thirty (30) days following such notification to avoid undertaking further obligations with respect to such specification. All Members on the date thirty (30) days following such notification will, without further action, be subject to the obligations set forth in the Open Web Foundation Final Specification Agreement (OWFa 1.0) (Patent Only) with respect to such specification. <a href="http://www.openwebfoundation.org/legal/the-owf-1-0-agreements/owfa-1-0---patent-only">http://www.openwebfoundation.org/legal/the-owf-1-0-agreements/owfa-1-0&#8212;patent-only</a></p>
434:<p>e. On the effective date of their membership, all Members will, without further action, be subject to the obligations set forth in the OWFa 1.0 (Patent Only) with respect to the current and one immediately prior version of all OCI specifications, a version being a numerically designated version of the specification formally released following the thirty day period provided for in (d) above. Each new version of the specification will be designated by a change in the number to the left of the decimal point (x in an x.y format where y designates interim update releases).</p>
436:a. All Members shall abide by The Linux Foundation Antitrust Policy available at http://www.linuxfoundation.org/antitrust-policy.</p>
437:<p>b. All Members shall encourage open participation from any organization able to meet the membership requirements, regardless of competitive interests. Put another way, the OCI shall not seek to exclude any entity or any individual from OCI membership or OCI Project participation based on any criteria, requirements or reasons other than reasonable and appropriate criteria and requirements approved under this Charter and applied in a nondiscriminatory fashion to all.</p>
444:<span style="font-size: 13.008px;line-height: 1.538em">The OCI, and as appropriate, its Members and participants, shall operate under </span><span style="font-size: 13.008px;line-height: 1.538em">such rules and policies as may from time to time be applicable to Linux </span><span style="font-size: 13.008px;line-height: 1.538em">Foundation hosted projects, and, in addition, shall:</span></p>
453:a. This Charter may be amended by a two thirds vote of the Technical Oversight Board, subject to veto by The Linux Foundation Board of Directors for reasonable cause, with thirty (30) days’ notice to the OCI Members before taking effect.</p>
454:<p>b. A Member may resign within such thirty-day notice period, or within the period provided for in Section 8 (d) of this Charter, to avoid undertaking any obligations imposed by any such amendment, or further obligations with respect to a specification, on a going forward basis. Such resignation will not have any effect on commitments made by the OCI Member or participant during the term of membership. Resignation may be made by email to the Executive Director of the Linux Foundation.</p>

I'd like to clarify §2.c's “Any Member can bring forward a new project proposal to the TOB for review”. Is that membership in the broad sense of §3, or is that “OCI Member” in the narrow sense of §3.i?

These other clarifications seem more obvious to me:

  • “A Member” → “An OCI Member” in §4.a, 4.d, and 11.b.
  • “for Members” → “for OCI Members” in §4.e.vii.
  • “by Member” → “by OCI Member” in §8.a.
  • “[Aa]ll Members” → “[Aa]ll OCI Members” in §8.d, 8.e, 9.a, and 9.b.

§11 has “The OCI, and as appropriate, its Members and participants…”. That Members may be close enough to the earlier OCI to be sufficiently clear. But it may be worth coining a new term (“OCI Partipants”?) to include all of the §3 members, which would let you use “The OCI and, as appropriate, OCI Participants…” there. This larger change is probably worth punting to future work, but I thought I'd mention it along side the more typo-scale changes above in case you could think of a typo-sized solution for §11.

Ping @caniszczyk.

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