Cross Project Council (CPC) Charter

Section 1. Guiding Principle.

The OpenJS Foundation will operate transparently, openly, collaboratively, and ethically. Project proposals, timelines, and status must not merely be open, but also easily visible to outsiders.

Section 2. Evolution of OpenJS Foundation Governance.

Most large, complex open source communities have both a business and a technical governance model. OpenJS Foundation’s technical leadership is the Cross Project Council (“CPC”). OpenJS Foundation’s business leadership is the Board of Directors (the “Board”).

This Cross Project Council Charter reflects a carefully constructed, balanced role for the CPC and the Board in the governance of OpenJS Foundation. The charter amendment process is for the OpenJS Foundation to propose changes using simple majority of the full OpenJS Foundation, the proposed changes being subject to review and approval by the Board. The Board may additionally make amendments to the OpenJS Foundation charter at any time, though the Board will not interfere with day-to-day discussions, votes or meetings of the CPC.

The above notwithstanding, the CPC may make trivial changes to the charter without requiring board approval, including spelling and punctuation fixes, so long as they do not change the meaning of the text.

Section 3. Board’s Role in Setting OpenJS Foundation’s Strategic Direction.

The Board will set the overall CPC Policy. The policy will describe the overarching scope of the OpenJS Foundation initiative, OpenJS Foundation’s technical vision and direction and project release expectations in the form of expected cadence and intent. The Board will use the CPC as a delegate body for governing technical implementation, individual project scope and direction while they remain within the scope and direction of the policies as described in the CPC Policy document and approved by the Board.

The Board sets the overall CPC policy through Foundation mission and vision statements as well as within the Foundation bylaws. The policy describes the overarching scope of the OpenJS Foundation initiatives, technical vision, and direction. The Board uses the CPC as a delegate body for governing high-level technical policy and procedures while remaining within the scope and direction of the policies set by the Board.

Section 4. Establishment of the CPC.

The CPC is an inclusive group with three types of participants:

Observers
Regular members
Voting members

Observers

Observers are free to attend meetings and participate in the work of the CPC as well as the consensus seeking process.

Regular members

Regular members have made a commitment to be involved in an ongoing manner and take on roles and responsibilities as outlined below. Regular member is implied when membership type is not specified. Anyone who has been active in the work of the OpenJS Foundation, one of its member projects or other related activity as described in the CPC Governance may request to become a regular member by opening a PR to add themselves to the list of regular members. Regular members remain for as long as they are active within the work of the CPC. Regular members who have not been active in GitHub, participated in meetings, or other work of the CPC for 3 months may be removed from the list of Regular members. In addition, a Regular CPC member can be removed by voluntary resignation, or by a standard CPC motion.

Voting members

Voting members are selected as follows:

Each Impact project may nominate up to two members through a process of their choosing. Once nominated the member must be ratified by the CPC Voting members before becoming a Voting member.
up to two Voting members may be nominated by the non Impact projects based on a process set by the CPC.
up to two Voting members may be nominated by the Regular members. Once nominated these members must be ratified by the CPC Voting members before becoming a Voting member.

Voting members are expected to make a time commitment which allows them to be responsive to CPC business, participate regularly in meetings and to participate in all voting matters (either by voting or specifically abstaining). They are also expected to help to enable work of the regular CPC members by providing leadership, help with interactions with the board and Foundation staff and to generally help keep things moving.

Voting members serve for a term of 1 year and must be re-nominated and ratified by the Voting CPC members each year. In addition, a Voting CPC member can be removed by voluntary resignation, by a standard CPC motion, or in accordance to the participation rules described for Regular members.

Changes to CPC membership should be posted in the agenda, and may be suggested as any other agenda item.

No more than one-fourth of the Voting CPC members may be affiliated with the same employer. Removal or resignation of a Voting CPC member, or a change of employment by a Voting CPC member could cause more than one-fourth of the Voting CPC membership to be affiliated with the same employer. Such a situation must be immediately remedied by the resignation or removal of one or more voting CPC members.

If a voting CPC member steps down before the end of their one year term or they are removed from the CPC by a CPC motion they may be replaced using the same process by which they were elected. In this case the member will serve out the remainder of the term and must be re-confirmed at the end of the original one year term as if they had served for the full year.

The public portion of the CPC discussions and meetings will be open to all observers and members.

The CPC shall meet regularly using tools that enable participation by the community. The meeting shall be directed by the CPC Chair or the CPC Vice Chair. Responsibility for directing individual meetings may be delegated by the CPC Chair or by the CPC Vice Chair to any other CPC member. The CPC Chair and CPC Vice Chair roles confer Voting member status, and will be selected by the CPC members through consensus or if necessary a vote as described in the section titled "Voting". Minutes or an appropriate recording shall be taken and made available to the community through accessible public postings.

Voting members have the roles and responsibilities as outlined below.

Section 5. Responsibilities and Expectations of the CPC

Subject to such policies as may be set by the Board, the CPC is responsible for:

When needed, members of the CPC will be expected to create subcommittees or collaboration spaces. The CPC may delegate responsibilities and empower these groups to make decisions. Any of the responsibilities listed below not identified as being responsibilities of the Voting members may be delegated. For the remaining responsibilities, day-to-day work, investigation, and building recommendations may be delegated, however, the final responsibility will remain with the Voting members.
Ensuring collaboration is the driving principle within a Project, between OpenJS Foundation Projects, and between OpenJS Foundation Projects and the broader community.
Defining and maintaining neutral consensus for the technical vision for the OpenJS Foundation.
Creating conceptual architecture for how the projects fit together.
Voting members are responsible for approving new projects within the scope for OpenJS Foundation set by the Governing Board, as outlined in the Project Progression Process.
Voting members are responsible for making final decisions on aligning, removing, or archiving projects, as outlined in Project Progression Process.
Voting members are responsible for approving the charter (and any updates) for projects which are part of the OpenJS Foundation. As part of this review/approval the voting members will ensure that the updated charter is compatible with the mission of the OpenJS Foundation and reach consensus with the Board on more substantial changes before final approval by CPC.
Voting members are responsible for approving funds for budgets delegated to the project.
Voting members are responsible for approving new collaboration spaces as outlined in the OpenJS COLLABORATION_NETWORK.md process.
Voting members are responsible for making final decisions on aligning collaboration spaces, removing or archiving collaboration spaces, as outlined in the OpenJS COLLABORATION_NETWORK.md process.
Following and be up to date on Board/OpenJS Foundation initiatives and communicate them to the projects.
Defining common practices to be implemented across OpenJS Foundation projects, if any.
Mediating technical conflicts between OpenJS Foundation Projects when attempts to resolve those conflicts within the Project were unsuccessful.
Managing the process for creating a yearly budget and approving a yearly budget to be presented to the board.
The CPC serves as the OpenJS Foundation's primary technical liaison body with external open source projects, consortiums, and groups and is also responsible for ensuring that the OpenJS Foundation has appropriate technical participation in standards bodies by finding an encouraging members from individual projects to participate in these bodies.
Managing the Individual membership program.
Managing programs to improve inclusivity and diversity.
Guiding projects into appropriate Foundation paths.
Shared resources, tooling and funding for projects (Collaborator Summit Events, Travel fund).
Supporting projects in their enforcement of Code of Conduct violations and escalation.
Handling Code of Conduct violations for projects which do not have a documented process to do so.
Developing a framework for community end-user feedback.
Managing programs to offer mentorship to external individuals.
Managing developer outreach programs.
Supporting project advocacy and recognition programs.
Identifying, recruiting and engaging prospective projects.
Voting members are responsible for making a final decision if consensus cannot be reached among members.
Members of the CPC, or committees consisting of subsets of the CPC membership will be expected to meet on a regular basis to discuss topics such as new project acceptance into the mentorship program, project graduation from the mentorship program, Project issues and conflicts, opportunities for collaboration between Projects, opportunities for the Foundation in the greater JavaScript community, etc.

Section 6. Non-Responsibilities of the CPC

OpenJS Foundation Projects are self-governing entities. All policies and procedures for interacting with, contributing to and making decisions within a Project are defined, implemented, and documented by that Project’s Governing Body and community during the mentorship process. Specific technical decisions within a Project will be the responsibility of the Project and establishment and implementation of the decision making process will be done within the guidelines as defined by CPC charter. Those Project decisions and responsibilities include but are not limited to:

Setting release dates.
Release quality standards.
Technical direction.
Project governance and process.
GitHub repository hosting.
Conduct guidelines.
Maintaining the list of additional Collaborators.
Development process and any coding standards.
Mediating technical conflicts between Collaborators.

Not withstanding the above, the Projects and the entire technical community will follow any processes as may be specified by the Board relating to the intake and license compliance review of contributions, including the OpenJS Foundation IP Policy.

Section 7. Elections

Leadership roles in OpenJS Foundation will be peer elected representatives of the community.

For election of persons (such as the CPC Chair), a multiple-candidate method should be used, such as:

Condorcet or
Single Transferable Vote

Multiple-candidate methods may be reduced to simple election by plurality when there are only two candidates for one position to be filled. No election is required if there is only one candidate and no objections to the candidates election. Elections shall be done within the Projects by the Collaborators active in the Project.

The CPC will elect from amongst Regular and Voting members of the CPC:

a CPC Chair and a CPC Vice Chair to work on building an agenda for CPC meetings
CPC Directors to represent the Foundation's projects and related communities to the Board

The term for each of these roles is one year (as defined in the OpenJS Foundation bylaws).

The CPC shall hold annual elections to select a CPC Chair, Vice Chair, and Directors. The CPC can choose to hold those elections at different times of the year or concurrently.

There are no limits on the number of terms a CPC Chair, Vice Chair, or Director may serve.

The CPC Chair and Vice Chair may be (but are not required to be) CPC Directors.

Section 8. Board Representation

There are Board seats allocated for CPC members to represent the Foundation's projects and related communities to the Board.

CPC Board representatives are called CPC Directors.

The number of CPC Directors is defined in §4.3(d) and §4.3(e) of the OpenJS Foundation bylaws.

To be eligible, candidates must be Regular or Voting members of the CPC.

The CPC Voting Members will vote on candidates as described in the Elections section.

Section 9. Decision Making

The CPC follows a Lazy Consensus Seeking decision-making model inspired by the Apache Software Foundation's model.

Lazy consensus is achieved by making a proposal in a forum that will reach all members of the group who should have the opportunity to participate in reaching consensus and waiting for an appropriate amount of time given the nature of the decision for anyone to object. It is not necessary to get explicit approval to proceed from all members, silence indicates consent. However, objections must be resolved in order to achieve consensus.

Section 10. Voting

Voting should only be done as a last resort.

If a proposal cannot reach consensus after a reasonable period of discussion, a voting member can call for objections to be overruled through an asynchronous vote. If this call is seconded by another voting member, an asynchronous vote must be organized. For the objections to be overruled, at least 2/3 of all voting members must vote in favor of overruling the objections.

This voting process is designed to make it difficult to move a proposal forward without consensus, but prevent someone from blocking progress through objections.

Section 11. Definitions

Project: a technical collaboration effort that is organized through the project mentorship process and approved by the CPC.

Contributors: contribute code or other artifacts, but do not have the right to commit to the code base. Contributors work with the Project's Collaborators to have code committed to the code base. A Contributor may be promoted to a Collaborator by the Project's Governing Body. Contributors should rarely be encumbered by the CPC or Board.

Collaborator: a Contributor within a Project that has made significant and valuable contributions and has been given commit-access to that Project repository.

Governing Body: a group of Collaborators within a Project elected to represent the Project in an official decision making role as defined in the Project's governance policies.

Section 12. Changes to this Document

Changes to this document require CPC consensus and approval from the OpenJS Foundation Board.

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