charter.md

Cloud Native Computing Foundation (“CNCF”) Charter

The Linux Foundation

Effective Nov 6 2015 / Updated July 28 2021

1. Mission of the Cloud Native Computing Foundation.

The Foundation’s mission is to make cloud native computing ubiquitous. The CNCF Cloud Native Definition v1.0 says:

Cloud native technologies empower organizations to build and run scalable applications in modern, dynamic environments such as public, private, and hybrid clouds. Containers, service meshes, microservices, immutable infrastructure, and declarative APIs exemplify this approach.

These techniques enable loosely coupled systems that are resilient, manageable, and observable. Combined with robust automation, they allow engineers to make high-impact changes frequently and predictably with minimal toil.

The Cloud Native Computing Foundation seeks to drive adoption of this paradigm by fostering and sustaining an ecosystem of open source, vendor-neutral projects. We democratize state-of-the-art patterns to make these innovations accessible for everyone.

2. Role of the CNCF.

The CNCF will serve a role in the open source community responsible for:

• (a) Stewardship of the projects

  • i. Ensuring that the technologies are available to the community and free of partisan influence

  • ii. Ensure that the technologies’ brand (trademark and logo) is being cared for and used appropriately by members of the community, with a specific emphasis on uniform user experience and high levels of application compatibility

• (b) Fostering the growth and evolution of the ecosystem

  • i. Evaluating which additional technologies should be added to meet the vision of cloud native applications, and working to encourage the community to deliver them, and integrate them if and only if they advance the general agenda

  • ii. Providing a way to foster common technical standards across the various pieces

• (c) Promotion of the underlying technologies, and approach to application definition and management, including: events and conferences, marketing (SEM, direct marketing), training courses and developer certification

• (d) Serve the community by making the technology accessible and reliable.

  • i. The foundation seeks to offer up a fully integrated and qualified build of each of the constituent pieces, on a well-defined cadence across the reference architecture.

3. Values.

The CNCF will strive to adhere to the following principles:

• (a) Fast is better than slow. The foundation enables projects to progress at high velocity to support aggressive adoption by users.

• (b) Open. The foundation is open and accessible, and operates independently of specific partisan interests. The foundation accepts all contributors based on the merit of their contributions, and the foundation’s technology must be available to all according to open source values. The technical community and its decisions shall be transparent.

• (c) Fair. The foundation will avoid undue influence, bad behavior or “pay-to-play” decision-making.

• (d) Strong technical identity. The foundation will achieve and maintain a high degree of its own technical identify that is shared across the projects.

• (e) Clear boundaries. The foundation shall establish clear goals, and in some cases, what the non-goals of the foundation are to allow projects to effectively co-exist, and to help the ecosystem understand where to focus for new innovation.

• (f) Scalable. Ability to support all scales of deployment, from small developer centric environments to the scale of enterprises and service providers. This implies that in some deployments some optional components may not be deployed, but the overall design and architecture should still be applicable.

• (g) Platform agnostic. The specifications developed will not be platform specific such that they can be implemented on a variety of architectures and operating systems.

4. Membership.

The CNCF shall be composed of Platinum, Gold, Silver, End User, Academic and Non-Profit member participants. All member applications will be reviewed by the Linux Foundation, who will decide whether that applicant is to be classified as an end user, academic/non-profit, or vendor for purposes of CNCF membership.

• (a) Platinum members shall be entitled to:

  • i. Appoint one (1) representative to the CNCF Governing Board.

  • ii. Appoint one (1) representative as a voting member in any subcommittees or activities of the Governing Board.

  • iii. Enjoy most prominent placement in displays of membership including on the website.

  • iv. If the member is also an approved End User, all of the privileges of End User Members in (d).

• (b) Gold members shall be entitled to:

  • i. Appoint one (1) representative to the CNCF Governing Board per every five (5) Gold members, up to three (3) maximum Gold representatives.

  • ii. If the member is also an approved End User, all of the privileges of End User Members in (d).

• (c) Silver members shall be entitled to:

  • i. Appoint one (1) representative to the CNCF Governing Board per every ten (10) Silver members, up to three (3) maximum Silver representatives.

  • ii. If the member is also an approved End User, all of the privileges of End User Members in (d).

• (d) End User members shall be entitled to:

  • i. Participate in the End User Advisory Community as described below;

  • ii. Nominate one (1) representative to the End User Technical Advisory Board.

• (e) Academic and Non-Profit members: The Academic and Non-Profit category of participation is limited to academic and non-profit institutions respectively and requires approval by the Governing Board. Academic and Non-Profit members shall be entitled to identify their organization as members supporting the mission of CNCF and any other rights or benefits as determined by the Governing Board.

5. Governing Board

• (a) The CNCF Governing Board will be responsible for marketing and other business oversight and budget decisions for the CNCF. The Governing Board does not make technical decisions for the CNCF, other than working with the TOC to set the overall scope for the CNCF as described in the cloud native definition from Section 1.

• (b) The Governing Board will address business matters including:

  • i. adopting the overall scope for the CNCF in consultation with the TOC;

  • ii. defining and enforcing policy regarding the use of the trademarks and copyrights of the foundation;

  • iii. directing marketing, including evangelism, events and ecosystem engagement;

  • iv. creating and executing a brand compliance program, if desired;

  • v. overseeing operations and qualification efforts; and

  • vi. fundraising and financial governance overall;

• (c) Composition – the Governing Board voting members shall consist of Member Representatives and Technical Community Representatives:

  • i. Member Representatives consist of:

    • a. one representative appointed from each Platinum member; and
    • b. the Gold and Silver member elected representatives (if any)

  • ii. Technical Community Representatives consist of:

    • a. the TOC Chair, and

    • b. two Committers elected from the CNCF Projects under a process approved by the then-serving Governing Board.

  • iii. The Governing Board may extend a Platinum membership at the Silver Membership Scale rates on a year-by-year basis for up to 5 years to startup companies with revenues less than $50 million that are deemed strategic technology contributors by the Governing Board.

  • iv. Only one person from a group of Related Companies may serve as a Member Representative. Only one person from a group of Related Companies may serve as a Technical Community Representative.

• (d) Responsibilities:

  • i. approve a budget directing the use of funds raised from all sources of revenue to be used for technical, marketing or community investments that advance the mission of the CNCF;

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

    (a) The Chair of the Governing Board shall be elected to a two-year term. The Executive Director may call a special election as needed. 
    
    (b) The Chair of the Governing Board shall be elected to the position and a Condorcet vote shall be run using the Condorcet-IRV method through the Cornell online service (https://civs.cs.cornell.edu/).
    

  • iii. vote on decisions or matters before the Governing Board;

  • iv. define and enforce policy regarding intellectual property (copyright, patent or trademark) of the foundation;

  • v. direct marketing and evangelism efforts through events, press and analyst outreach, web, social and other marketing efforts;

  • vi. oversee operations and qualification efforts;

  • vii. establish and oversee any committees created to drive the mission of CNCF;

  • viii. establish and execute a brand compliance program, if any, based on the CNCF requirements, which may include a certification test, to use the brand marks established by the TOC;

  • ix. adopt guidelines or a policy for use of the trademark; and

  • x. and provide financial governance overall.

• (e) The revenues collected by the project shall be used for the following purposes:

  • i. The marketing, promotion and expansion of deployment and use of the “Included in CNCF” projects.
  • ii. The staffing of key resources to build, run and manage project productivity infrastructure.
  • iii. The promotion of container-based computing principles as outlined and implementation thereof via the CNCF’s projects.

6. Technical Oversight Committee (“TOC”)

• (a) Mandate. The TOC is expected to facilitate driving neutral consensus for:

  • i. defining and maintaining the technical vision for the Cloud Native Computing Foundation,

  • ii. approving new projects within the scope for CNCF set by the Governing Board, and creating a conceptual architecture for the projects,

  • iii. aligning projects, removing or archiving projects,

  • iv. accepting feedback from the end user committee and mapping to projects,

  • v. aligning interfaces to components under management (code reference implementations before standardizing), and

  • vi. defining common practices to be implemented across CNCF projects, if any.

• (b) Composition

  • i. The TOC shall be composed of eleven (11) members.

  • ii. TOC members elected are expected to cover key technical domains: container technologies, operating systems, technical operations, distributed systems, user level application design, etc.

  • iii. The Governing Board shall elect six (6) TOC members, the End User TAB shall elect two (2) TOC members, the non-sandbox project maintainers shall elect one (1) TOC member, and the TOC members shall elect an additional two (2) TOC members. Each group is defined as a Selecting Group.

  • iv. If more than two (2) TOC members would be from the same group of Related Companies, either at the time of election or from a later job change, they will jointly decide who should step down, or if there is no agreement, random lots shall be drawn.

• (c) Operating Model

  • i. The TOC shall select a Chair of the TOC to set agendas and call meetings of the TOC.

  • ii. The TOC is expected to meet regularly face-to-face to discuss key topical issues.

  • iii. The TOC may meet virtually as needed to discuss emerging issues. Issues may be raised for TOC review by:

    • a. any TOC member,

    • b. any Governing Board member,

    • c. a maintainer or top level project leader in a CNCF project established under Section 9(b)(i),

    • d. the CNCF Executive Director, or

    • e. a majority vote of the End User TAB.

  • iv. Transparency. The TOC shall hold regular open TOC meetings and all project-related decisions shall be made in those meetings, on a public mailing list, or on public issues.

  • v. Simple TOC issues may be resolved by short discussion and simple majority vote. TOC discussions may be over email or at a meeting of the TOC.

  • vi. After a review of the opinions and optional virtual discussion/debate options are identified, seeking consensus and taken to vote if necessary.

  • vii. The intent is for the TOC to find a path to consensus within the TOC and community. TOC decisions at meetings meeting quorum requirements shall pass with a vote greater than 50% of TOC members present.

  • viii. TOC meetings shall require a quorum of two-thirds of the TOC total members to take a vote or make any decision. If a TOC meeting fails to meet the quorum requirement, discussions may proceed, however there shall be no voting or decisions.

  • ix. TOC decisions may be made electronically without a meeting, but to pass a vote shall require as many votes as would be needed to achieve quorum in a meeting. During an electronic vote, if any two (2) TOC members request a meeting to discuss the decision, the electronic vote in process shall end without effect, and a new vote may be initiated after the meeting to discuss the decision has completed.

• (d) Criteria for Nomination. Nominees for the TOC shall:

  • i. commit that they have the available bandwidth to make the time to invest in the CNCF TOC,

  • ii. demonstrate an advanced level of professional experience as engineers in the scope of CNCF,

  • iii. demonstrate seniority sufficient to access additional staff or community members to assist in their TOC preparations, and

  • iv. operate neutrally in discussions and put the goals and success of CNCF in balance with corporate objectives or any particular project in CNCF.

• (e) Process for TOC Member Nominations and Election

  • i. Nominations: Each individual in a Selecting Group may nominate up to two (2) people, at most one (1) of whom may be from the same group of Related Companies. Each nominee must agree to participate prior to being added to the nomination list.

    • a. A nomination requires a maximum one (1) page nomination pitch which should include the nominee's name, contact information and supporting statement identifying the nominee's experience in CNCF domains.

    • b. The Governing Board shall determine the process and timeline for the nominations, qualification and election of TOC members.

    • c. A minimum of 14 calendar days shall be reserved for an Evaluation Period whereby TOC nominees may be contacted by members of the Governing Board and TOC.

  • ii. Qualification: After the Evaluation Period, the Governing Board and the TOC members shall vote on each nominee individually to validate that the nominee meets the qualification criteria. A valid vote shall require at least 50% participation. Nominees passing with over 50% shall be Qualified Nominees.

  • iii. Elections: If the number of Qualified Nominees is equal to or less than the number of TOC seats available to be elected, the Qualified Nominees shall be approved after the nomination period has closed. If there are more Qualified Nominees than open TOC seats available for election, then the Selecting Group shall elect the TOC members via a Condorcet vote. A Condorcet vote shall be run using the Condorcet-IRV method through the Cornell online service (https://civs.cs.cornell.edu/).

  • iv. TOC-Selected Seats: TOC-Selected TOC members may nominate and qualify but not vote when their seat is up for election.

  • v. Retries. If there are fewer Qualified Nominees than open TOC seats available for election by the Selecting Group, the group shall initiate another round of nominations.

• (f) Constraints

  • i. TOC Members shall serve two-year, staggered terms.

  • ii. TOC members may be removed by a two-thirds vote of the other TOC members, with the impacted individual ineligible to participate in the vote.

  • iii. Any TOC member that misses three (3) consecutive meetings shall be automatically suspended from eligibility to vote until having attended two meetings consecutively. For avoidance of doubt, the suspended TOC member shall be eligible to vote in the second consecutive meeting.

  • iv. The TOC agenda will be set by the TOC. However, it is expected that TOC discussions and decisions will cover:

    • a. assessing technologies to include in CNCF

    • b. defining acceptance criteria for new technologies to include in CNCF

    • c. defining process to ratify a contributed technology as a standard API

    • d. identifying immediate gaps that require further investigation

7. End User Community

• (a) End User Members in CNCF shall be entitled to coordinate and drive activities important to users of CNCF as consumers for which CNCF was designed. Any member or non-member who is an End User, each an “End User Participant”, shall be invited to participate. The End User Participants are expected to help provide input to the Technical Advisory Board and CNCF community on topics relevant to users.

• (b) The End User Community Members shall elect an End User Technical Advisory Board.

• (c) End User Community Members will be approved by the CNCF Executive Director, or if none exists, The Linux Foundation Executive Director.

8. End User Technical Advisory Board (“End User TAB”).

• (a) Composition: The End User TAB shall be composed of seven (7) representatives from End User Participants plus one member of the TOC to facilitate input from the End User TAB to the TOC.

• (b) Selection: To encourage participation of End Users in CNCF, the first seven (7) End User Members may appoint one (1) representative to the initial End User TAB with any remaining seats allocated by the CNCF Director to any End User Participant. After the initial year, all End User Participants may nominate one (1) representative and the End User Community shall vote to select the End User TAB members using a process approved by the then current End User TAB.

• (c) The End User TAB may alter the size of the End User by two-thirds vote, provided there are a minimum of seven (7) possible representatives.

• (d) End User representatives should be nominated on operational and technical acumen. Nominees should have significant practical experience with building and operating infrastructure and applications which embody the principles of the CNCF.

• (e) The End User TAB will discuss and progress topics with a focus on identifying gaps and proposing priorities for the TOC and the CNCF developer community.

• (f) The End User TAB may also focus on proactively advancing topics of concern to End Users, promoting market adoption of CNCF, hosting meetings for End Users, or advising the Governing Board.

• (g) If the End User TAB desires, it may approve subcommittee Special Interest Groups (“SIGs”) to address industry or specialized topics.

• (h) The End User TAB input to the TOC shall be taken together with other input and feedback for the TOC to make decisions and plans. The recommendations are advisory only and at no point shall the recommendations of the End User TAB be used to order or direct any TOC or project participant toward any action or outcome.

9. CNCF Projects

• (a) It is expected that member companies, and open source community members will bring project assets to the TOC for discussion and inclusion into the CNCF. All such contributions should meet a set criteria created by the TOC and ratified by the Governing Board. The goal is to have an increasing bazaar of projects related to and that integrate with projects already accepted into the CNCF.

• (b) Projects can be associated with the CNCF in the following 3 ways:

  • i. Included in CNCF, under a neutral home for collaboration

    • a. All aspects of the project are governed by the CNCF

    • b. The project is marketed by the CNCF as a CNCF project

    • c. The project should be a core functional component of the CNCF solution. (e.g. such as Kubernetes, Mesos, etcd, etc.)

  • ii. Associated with the CNCF via an API or specification

    • a. Includes components where the CNCF may offer or enable multiple options

    • b. The project is referred to as a component that the CNCF integrates with, not as a project hosted by the CNCF

    • c. Integration and compliance are defined by an API or specification

    • d. Active development on the project or component is ideally done in the upstream community

  • iii. Used by the CNCF

    • a. A project or component that is completely licensed under an OSI-approved open source license and is well managed and used as a component in the CNCF

    • b. Project is not actively marketed by the CNCF,

    • c. Active development on the project or component is ideally done in the upstream community

• (c) Existing open source projects should continue to run through their existing technical governance structure to maintain cohesion and velocity. Projects approved by the TOC for inclusion in the CNCF will be ‘lightly’ subject to the Technical Oversight Committee.

• (d) A standard protocol to achieve committer status shall be established across projects based on an individual’s level and duration of contribution. Maintainer status is achieved through contribution to a given project over time and validation by peer committers.

• (e) New open source projects initiated in CNCF shall complete a project proposal template adopted by the TOC and be approved by the TOC for inclusion in CNCF. The TOC members shall be afforded sufficient time to discuss and review new project proposals. New project proposals shall include details of the roles in the project, the governance proposed for the project and identify alignment with CNCF’s role and values.

10. Marketing Committee

• (a) Composition: the Marketing Committee will be open to all members to participate. A Chair of the Marketing Committee shall be elected to develop meeting agendas, moderate discussions and help the committee progress against its goals. The Marketing Committee shall seek consensus where possible. Any issues that cannot reach a Rough Consensus in the Marketing Committee shall be referred to the Governing Board.

• (b) Responsibilities: The Marketing Committee shall be responsible for designing, developing and executing marketing efforts on behalf of the Governing Board.

• (c) If the Marketing Committee becomes too large to operate effectively, the Marketing Committee may choose to elect Marketing Board and delegate decision authority to the Marketing Board.

11. IP Policy

• (a) Any project that is added to the CNCF must have ownership of its trademark and logo assets transferred to the Linux Foundation.

• (b) Each project shall determine whether it will require use of an approved CNCF CLA. For projects that select to use a CLA, all code contributors will undertake the obligations set forth in the Apache contributor license agreement(s), altered only as necessary to identify CNCF as the recipient of the contributions, and which shall be approved by the Governance Board. See CNCF Contributor License Agreements available at https://github.com/cncf/cla. The process for managing contributions in accordance with this policy shall be subject to Governance Board approval.

• (c) All new inbound code contributions to the CNCF shall be (i) accompanied by a Developer Certificate of Origin sign-off (https://developercertificate.org) and (ii) made under the Apache License, Version 2.0 (available at https://www.apache.org/licenses/LICENSE-2.0), such license to be in addition to, and shall not supersede, obligations undertaken under the contribution license agreement(s) provided for in (b) above.

• (d) All outbound code will be made available under the Apache License, Version 2.0.

• (e) All projects evaluated for inclusion in the CNCF shall be completely licensed under an OSI-approved open source license. If the license for a project included in CNCF is not Apache License, Version 2.0, approval of the Governing Board shall be required.

• (f) All documentation will be received and made available by the CNCF under the Creative Commons Attribution 4.0 International License.

• (g) 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 CNCF’s mission, the Governing Board may approve the use of an alternative license for inbound or outbound contributions on an exception basis.

12. Antitrust Guidelines

• (a) All members shall abide by the requirements for The Linux Foundation set forth in the Linux Foundation Antitrust Policy available at https://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 members based on any criteria, requirements or reasons other than those used for all members.

13. Code of Conduct

• (a) All participants agree to abide by The Linux Foundation Code of Conduct available at https://events.linuxfoundation.org/code-of-conduct. The TOC may vote to adopt its own code of conduct for the CNCF community.

14. Related Companies

• (a). Definitions:

  • i. “Subsidiaries” shall mean 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” shall mean 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 shall be entitled to enjoy the rights and privileges of such Membership; provided, however, that such Member and its Subsidiaries shall be treated together as a single Member.

• (c). Only one Member which is part of a group of Related Companies shall be entitled to appoint, or nominate for a membership class election, a representative on the Governing Board at one time.

• (d) If a Member is itself a foundation, 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 shall extend only to the employee-representatives of such Member, and not to its members or sponsors, unless otherwise approved by the Governing Board in a specific case from time to time.

• (e). Memberships shall be non-transferable, non-salable and non-assignable, except that any Member may transfer its current Membership benefits and obligations to a successor to substantially all of its business and/or assets, whether by merger, sale or otherwise; provided that the transferee agrees to be bound by this Charter and the Bylaws and policies required by Linux Foundation membership.

15. Budget

• (a) The Governing Board shall approve an annual budget and never commit to spend in excess of funds raised. The budget shall be consistent with the nonprofit mission of The Linux Foundation.

• (b) The Linux Foundation shall provide regular reports of spend levels against the budget.

16. General & Administrative Expenses

• (a) The Linux Foundation shall have custody of any fees, funds and other cash receipts.

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

17. General Rules and Operations.

The participants in CNCF shall:

• (a) demonstrate plans and the means to coordinate with the open source project’s developer community, including on topics such as branding, logos, and other collateral that will represent the community;

• (b) engage 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;

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

• (d) engage The Linux Foundation for all press and analyst relations activities;

• (e) upon request, provide information regarding project participation, including information regarding attendance at project-sponsored events, to The Linux Foundation;

• (f) engage The Linux Foundation for any websites directly for the foundation; and

• (g) operate under such rules and procedures as may from time to time be approved by the Governing Board, provided that such rules and procedures shall not be inconsistent with the purpose and policies of the Linux Foundation and shall not be detrimental to the Linux Foundation.

18. Amendments

This charter may be amended by a two-thirds vote (excluding abstentions) of all Governing Board members, provided that any such amendments shall not be inconsistent with the purpose or policies of the Linux Foundation and shall not be detrimental to the Linux Foundation.