Final Final Versions:

 propose the following:  we merge all of our governing documents into a single "Hyperledger TSC Constitution." 

 use numbering and lettering for different "articles

How can the TSC organize the decisions made during calls:

No consistent place to store

no mechanism for relaying decisions to relevant parties.

Hyperledger Project Charter

The Linux Foundation | Effective 22 January 2016

1. Mission of Hyperledger Project (“HLP”).

The mission of HLP is to:

a. create an enterprise grade, open source distributed ledger framework and code base, upon which users can build and run robust, industry-specific applications, platforms and hardware systems to support business transactions.

b. create an open source, technical community to benefit the ecosystem of HLP solution providers and users, focused on blockchain and shared ledger use cases that will work across a variety of industry solutions;

c. promote participation of leading members of the ecosystem, including developers, service and solution providers and end users; and

d. host the infrastructure for HLP, establishing a neutral home for community infrastructure, meetings, events and collaborative discussions and providing structure around the business and technical governance of HLP.

2. Membership.

a. HLP shall be composed of Premier, General and Associate Members. All Premier and General Members must be current corporate members of The Linux Foundation (at any level) to participate in HLP as a member. Anyone may propose a contribution to HLP’s technical codebase regardless of membership status. All participants in HLP, including Associate Members, enjoy the privileges and undertake the obligations described in this Hyperledger Project Charter, as from time to time amended by the Governing Board with the approval of The Linux Foundation (“LF”). During the term of their membership, all members will comply with all such policies as the LF Board of Directors and/or the HLP may from time to time adopt with notice to members.

b. The Associate Member category of membership is limited to non-profits, open source projects, and government entities, and requires approval by the Governing Board of HLP (“Governing Board”), or, if the Governing Board sets criteria for joining as an Associate Member, the meeting of such criteria. If the Associate Member is a membership organization, Associate Membership in HLP does not confer any benefits or rights to the members of the Associate Member.

c. Premier Members shall be entitled to appoint a representative to the Governing Board, the Marketing Committee and any other committees established by the Governing Board.

2019-01-13 – d. General Members shall be entitled to annually elect one representative to the Governing Board for every ten (10) General Members, up to a maximum of two
(2) representatives, provided that there shall always be at least one (1) General Member representative, even if there are less than ten (10) General Members. The election process shall be determined by the Governing Board.

e. Premier Members, General Members and Associate Members shall be entitled to:

i. participate in Project general meetings, initiatives, events and any other activities; and

ii. identify themselves as members of, or participants in, HLP.

3. Governing Board

a. Composition – the Governing Board voting members shall consist of:

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vii. voting on all decisions or matters coming before the Governing Board.

4. Technical Steering Committee (“TSC”)

a. Composition

i. Startup Period: During the first six (6) months after project launch, the TSC voting members shall consist of one (1) appointed representative from each Premier Member and each Top Level Project Maintainer, provided that no company (including related companies or affiliates under common control) shall have more than three (3) votes on the TSC.

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ix. establishing election processes for Maintainers or other leadership roles in the technical community that are not within the scope of any single project.

5. Marketing Committee

a. Composition: the Marketing Committee shall consist of:

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b. Responsibilities: The Marketing Committee shall be responsible for designing, developing and executing marketing efforts on behalf of the Governing Board. The Marketing Committee is expected to coordinate closely with the Governing Board, end user and technical communities to maximize the outreach and visibility of HLP throughout the industry.

7. Voting

a. While it is the goal of HLP to operate as a consensus based community, if any decision requires a vote to move forward, the representatives of the Governing Board, TSC, or Marketing Committee, as applicable, shall vote on a one vote per voting representative basis.

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e. All resolutions proposed for adoption by the Governing Board at a meeting, excluding resolutions to adopt minutes, shall be circulated in draft form to the members of the Governing Board at least two business days prior to the date of the meeting, and the text of such draft votes may be altered at such meeting.

8. Antitrust Guidelines

a. All members shall abide by The Linux Foundation Antitrust Policy available at http://www.linuxfoundation.org/antitrust-policy.

b. All members shall encourage open participation from any organization able to meet the membership requirements, regardless of competitive interests. Put another way, the Governing Board shall not seek to exclude any member based on any criteria, requirements or reasons other than those that are reasonable and applied on a non-discriminatory basis to all members.

9. Code of Conduct

a. The Governing Board shall adopt a specific Project code of conduct, with approval from the LF.

10. Budget

a. The Governing Board shall approve an annual budget and never commit to spend in excess of funds raised. The budget and the purposes to which it is applied shall be consistent with the non-profit mission of The Linux Foundation.

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c. In the event any unbudgeted or otherwise unfunded obligation arises related to HLP, The Linux Foundation will coordinate with the Governing Board to address gap funding requirements.

11. General & Administrative Expenses

a. The Linux Foundation shall have custody of and final authority over the usage of any fees, funds and other cash receipts.

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c. Under no circumstances shall The Linux Foundation be expected or required to undertake any action on behalf of HLP that is inconsistent with the tax exempt purpose of The Linux Foundation.

12. General Rules and Operations. The HLP project shall be conducted so as to:

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 Linux Foundation in the open source software community;

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f. operate under such rules and procedures as may from time to time be approved by the Governing Board and confirmed by The Linux Foundation.

13. Intellectual Property Policy

a. Members agree that all new inbound code contributions to HLP shall be made under the Apache License, Version 2.0 (available at http://www.apache.org/licenses/LICENSE-2.0). All contributions shall be accompanied by a Developer Certificate of Origin sign-off (http://developercertificate.org) that is submitted through a Governing Board and LF-approved contribution process. Such contribution process will include steps to also bind non-Member Contributors and, if not self-employed, their employer, to the licenses expressly granted in the Apache License, Version 2.0 with respect to such contribution.

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e. Subject to available Project funds, HLP may engage The Linux Foundation to determine the availability of, and register, trademarks, service marks, and certification marks, which shall be owned by the LF.

14. Amendments

a. This charter may be amended by a two-thirds vote of the entire Governing Board, subject to approval by The Linux Foundation.

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