Hyperledger Foundation Charter

The Linux Foundation

Adopted 22 January 2016 / Last amended 7 October 2022

1. Mission of the Hyperledger Foundation.

The mission of the Hyperledger Foundation is to:

a. Foster and coordinate the premier community of software developers building enterprise grade open source software, in the form of platforms, libraries, tools and solutions, for multiparty systems using blockchain, distributed ledger, and related technologies.

b. Host the technical infrastructure for the Foundation, establishing a neutral home for community infrastructure, meetings, events, and collaborative discussions.

c. Drive broad adoption of the technology by building a substantial and diverse ecosystem of solution providers delivering production solutions and networks, and organizing industry end-users.

d. Advocate for the use and adoption of enterprise multiparty systems technologies through marketing, education and outreach; and work with other aligned organizations to accelerate implementation and public acceptance.

The scope of the Hyperledger Foundation includes supporting various open technical projects (including open source software, open standards / specifications, open data and other open projects, collectively, “Technical Projects”).Technical Projects can either be overseen by (i) the Technical Oversight Committee of the Hyperledger Foundation (such Technical Projects, “TOC Projects”), or (ii) separate technical oversight pursuant to a technical charter specific to such Technical Project (such Technical Projects, “Supported Projects”).

2. Membership.

a. The Hyperledger Foundation 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 the Hyperledger Foundation as a member. Anyone may propose a contribution to the Hyperledger Foundation’s technical codebase regardless of membership status. All participants in the Hyperledger Foundation, including Associate Members, enjoy the privileges and undertake the obligations described in this Hyperledger Foundation 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 Hyperledger Foundation 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 the Hyperledger Foundation (“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 the Hyperledger Foundation 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, excluding, for avoidance of doubt, appointment of a representative to the TOC; election to the TOC is as set forth in Section 4 below.

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 Hyperledger Foundation general meetings, initiatives, events and any other activities; and

ii. identify themselves as members of the Hyperledger Foundation.

3. Governing Board

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

i. Up to twenty-one (21) Premier Members with one representative appointed by each Premier Member;

ii. elected General Member representative(s) per Section 2.d.;

iii. the Chair elected by the TOC, as defined in Section 4 below.

b. Conduct of Meetings

i. Governing Board meetings shall be limited to the Governing Board representatives and follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow one named representative to attend as an alternate.

ii. The Governing Board meetings shall be confidential unless approved by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guests may not participate in any vote on any matter before the Governing Board). The Governing Board should encourage transparency, including the public publication of public minutes within a reasonable time following their approval by the Governing Board.

c. Responsibilities – the Governing Board shall be responsible for:

i. approving a budget directing the use of funds raised by the Hyperledger Foundation from all sources of revenue;

ii. electing a Chair of the Hyperledger Foundation to preside over Governing Board meetings, authorize expenditures approved by the budget, and manage any day-to- day operations;

iii. overseeing all Foundation business and marketing matters;

iv. adopt and maintain policies or rules and procedures for the Hyperledger Foundation (subject to LF approval) including but not limited to (a) a Code of Conduct, (b) a trademark policy, (c) any compliance or certification policies, and (d) policies, procedures, requirements and recommendations to further the diversity of participants in the Hyperledger Foundation, its committees and sub-projects;

v. working with the TOC on defining and administering any programs for certification, including any Foundation certification or processes for the Hyperledger Foundation;

vi. approving procedures for the nomination and election of (1) General Member representatives to the Governing Board, and (2) any officer or other positions created by the Governing Board.

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

4. Technical Oversight Committee (“TOC”)

a. Composition

i. Composition. The TOC voting members shall consist of eleven (11) individuals who are active within the scope of the Hyperledger Foundation and who have nominated themselves for the TOC and have been elected or appointed pursuant to Section 4.a.ii. or Section 4.a.iii. (such individuals for a particular election, the “TOC Nominees”).

ii. Elections. Elections will be administered and overseen by the TOC. All maintainers (or similar technical role in the case of Supported Projects that have different technical roles than TOC Projects) of any Technical Project who have been active in the past year will elect six (6) individuals from among the TOC Nominees to serve as TOC voting members.

iii. Appointments. For the purposes of ensuring appropriate diversity on the TOC and that the TOC has all of the relevant expertise concerning the scope of the Hyperledger Foundation’s technical activities, the Governing Board annually will appoint the remaining five (5) voting members of the TOC from among the TOC Nominees.

iv. As used in Sections 4.a.i. and 4.a.ii., “active” means having made at least one contribution accepted to any Technical Project during the prior 12 months.

v. At any time the TOC may vote to approve an alternate composition of the TOC, with the approval of the Governing Board.

b. TOC Projects overseen by the TOC involve Maintainers and Contributors:

i. Contributors: anyone in the technical community that contributes code, documentation, or other technical artifacts to a Hyperledger source code repository, wiki, or other official asset repository.

ii. Maintainers: Contributors who have the ability to approve pull requests or commit code and contributions directly to a TOC Project’s source code repository. A Contributor may become a Maintainer by a majority approval of the existing Maintainers.

c. Participation in the Hyperledger Foundation and any Technical Project through becoming a Contributor and/or Maintainer (or other technical role) is open to anyone. The TOC may:

i. establish work flows and procedures for the submission, approval and closure or archiving of Technical Projects,

ii. establish criteria and processes for the promotion of Contributors to Maintainer status, and

iii. amend, adjust, and refine the roles of Contributors and Maintainers listed in Section 4.b., create new roles and publicly document responsibilities and expectations for such roles, as it sees fit.

d. The TOC shall elect a TOC Chair, who will also serve as a voting member of the Governing Board, and is expected to act as a liaison between the Governing Board and technical leadership of the Hyperledger Foundation.

e. Responsibilities: The TOC is responsible for:

i. coordinating the technical direction of the Hyperledger Foundation

ii. approving project proposals (including, but not limited to, incubation, deprecation and changes to a project’s charter or scope) in accordance with a project lifecycle document to be developed, approved and maintained by the TOC;

iii. creating sub-committees or working groups to focus on cross-project technical issues or opportunities;

iv. communicating with external and industry organizations concerning related technical matters;

v. appointing representatives to work with other open source or standards communities;

vi. approving election processes and overseeing the administration of elections;

vii. approving technical projects to be accepted as TOC Projects or Supported Projects;

viii. establishing community norms, workflows, or policies for releases;

ix. discussing, seeking consensus, and where necessary, voting on technical matters relating to the code base that affect multiple projects; and

x. 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:

i. one appointed voting representative from each Premier Member;

ii. non-voting representative(s), appointed by members of any other class of membership; and

iii. one or more non-voting Maintainers appointed by the TOC.

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 the Hyperledger Foundation throughout the industry.

6. Voting

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

b. Quorum for Governing Board, TOC, or Marketing Committee meetings shall require two-thirds of the voting representatives. The Governing Board, TOC, or Marketing Committee may continue to meet if quorum is not met, but shall be prevented from making any decisions at the meeting. Any Governing Board representative who fails to attend two consecutive Governing Board meetings will not be counted for purposes of determining quorum requirements as of the third consecutive meeting and until they next attend a Governing Board meeting.

c. Except as provided in Section 12.d. and 13.a., decisions by vote at a meeting shall require a majority vote, provided quorum is met. Except as provided in Section 12.d. and 13.a., decisions by electronic vote without a meeting shall require a majority of all voting representatives.

d. In the event of a tie vote with respect to an action that cannot be resolved by the Governing Board, the chair shall be entitled to refer the matter to the LF for assistance in reaching a decision. For all decisions in the TOC, Marketing Committee or other committee created by the Governing Board, if there is a tie vote, the matter shall be referred to the Governing Board.

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.

7. 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.

8. Code of Conduct

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

9. 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.

b. The Linux Foundation shall provide the Governing Board with regular reports of spend levels against the budget. In no event will The Linux Foundation have any obligation to undertake any action on behalf of the Hyperledger Foundation or otherwise related to the Hyperledger Foundation that will not be covered in full by funds raised by the Hyperledger Foundation.

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

10. 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.

b. A General & Administrative (G&A) fee will be applied by the Linux Foundation to funds raised to cover Finance, Accounting, and operations. The G&A fee shall equal 9% of the Hyperledger Foundation’s first $1,000,000 of gross receipts and 6% of the Hyperledger Foundation’s gross receipts over $1,000,000.

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

11. General Rules and Operations. Hyperledger Foundation members and the Linux Foundation staff and contractors assigned to the Hyperledger Foundation shall:

a. engage in the work of the Hyperledger Foundation 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;

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

c. engage with the press relations resources assigned to the project for all related press and analyst relations activities;

d. upon request, provide information regarding the Hyperledger Foundation participation, including information regarding attendance at Hyperledger Foundation-sponsored events, to The Linux Foundation;

e. coordinate with The Linux Foundation in relation to any websites created directly for the Hyperledger Foundation; and

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.

12. Intellectual Property Policy. This Section 12 sets forth the intellectual property policy for TOC Projects and does not apply to Supported Projects. The intellectual property policy of any Supported Project is as set forth in the applicable technical charter for such Supported Project.

a. Members agree that all new inbound code contributions to the Hyperledger Foundation and TOC Projects 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.

b. All outbound code will be made available under the Apache License, Version 2.0.

c. All documentation will be contributed to and made available by the Hyperledger Foundation under the Creative Commons Attribution 4.0 International License (available at http://creativecommons.org/licenses/by/4.0/).

d. If an alternative inbound or outbound license is required for compliance with the license for a leveraged open source project or is otherwise required to achieve the Hyperledger Foundation’s mission, the Governing Board may approve the use of an alternative license for specific inbound or outbound contributions on an exception basis. Any exceptions must be approved by a two-thirds vote of the entire Governing Board and the LF and must be limited in scope to what is required for such purpose. Please email legal@hyperledger.org to obtain exception approval.

e. Subject to available Foundation funds, the Hyperledger Foundation 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.

13. Amendments

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