Technical​ ​Charter (the “Charter”)
forSODA Project a Series of LF Projects, LLC
Adopted March 30, 2020
This Charter sets forth the responsibilities and procedures for technical contribution to, andoversight of, the SODA open source project, which has been established as SODA Project aSeries of LF Projects, LLC (the “Project”). LF Projects, LLC (“LF Projects”) is a Delaware
series limited liability company. All contributors (including committers, maintainers, and othertechnical positions) and other participants in the Project (collectively, “Collaborators”) mustcomply with the terms of this Charter.
1. Mission and Scope of the Projecta. The mission of the Project is to develop an open software-defined storage
controller that enables storage management across cloud, containerized,virtualized and other technical environments.​.
b. The scope of the Project includes collaborative development under the Project
License (as defined herein) supporting the mission, including documentation,testing, integration and the creation of other artifacts that aid the development,deployment, operation or adoption of the open source project.
2. Technical Steering Committeea. The Technical Steering Committee (the “TSC”) will be responsible for alltechnical oversight of the open source Project.
b. The TSC voting members are initially the Project’s Committers. At the inceptionof the project, the Committers of the Project will be as set forth within the“CONTRIBUTING” file within the Project’s code repository. The TSC may
choose an alternative approach for determining the voting members of the TSC,
and any such alternative approach will be documented in the CONTRIBUTING
file. Any meetings of the Technical Steering Committee are intended to be open
to the public, and can be conducted electronically, via teleconference, or inperson.

1c. TSC projects generally will involve Contributors and Committers. The TSC mayadopt or modify roles so long as the roles are documented in theCONTRIBUTING file. Unless otherwise documented:
i. Contributors include anyone in the technical community that contributes
code, documentation, or other technical artifacts to the Project;
ii. Committers are Contributors who have earned the ability to modify(“commit”) source code, documentation or other technical artifacts in a
project’s repository; andiii. A Contributor may become a Committer by a majority approval of theexisting Committers. A Committer may be removed by a majority
approval of the other existing Committers.
d. Participation in the Project through becoming a Contributor and Committer isopen to anyone so long as they abide by the terms of this Charter.
e. The TSC may (1) establish work flow procedures for the submission, approval,
and closure/archiving of projects, (2) set requirements for the promotion ofContributors to Committer status, as applicable, and (3) amend, adjust, refine
and/or eliminate the roles of Contributors, and Committers, and create new roles,
and publicly document any TSC roles, as it sees fit.
f. The TSC may elect a TSC Chair, who will preside over meetings of the TSC andwill serve until their resignation or replacement by the TSC.​ ​The TSC Chair, or
any other TSC member so designated by the TSC, will serve as the primarycommunication contact between the Project and the SODA Foundation of The
Linux Foundation.
g. Responsibilities: The TSC will be responsible for all aspects of oversight relating
to the Project, which may include:i. coordinating the technical direction of the Project;ii. approving project or system proposals (including, but not limited to,incubation, deprecation, and changes to a sub-project’s scope);iii. organizing sub-projects and removing sub-projects;
iv. creating sub-committees or working groups to focus on cross-projecttechnical issues and requirements;
v. appointing representatives to work with other open source or open
standards communities;
vi. establishing community norms, workflows, issuing releases, and security
2

issue reporting policies;vii. approving and implementing policies and processes for contributing (to bepublished in the CONTRIBUTING file) and coordinating with the series
manager of the Project (as provided for in the Series Agreement, the“Series Manager”) to resolve matters or concerns that may arise as set
forth in Section 7 of this Charter;
viii. discussions, seeking consensus, and where necessary, voting on technicalmatters relating to the code base that affect multiple projects; andix. coordinating any marketing, events, or communications regarding theProject.
3. TSC Voting
a. While the Project aims to operate as a consensus-based community, if any TSC
decision requires a vote to move the Project forward, the voting members of theTSC will vote on a one vote per voting member basis.
b. Quorum for TSC meetings requires at least fifty percent of all voting members of
the TSC to be present. The TSC may continue to meet if quorum is not met but
will be prevented from making any decisions at the meeting.
c. Except as provided in Section 7.c. and 8.a, decisions by vote at a meeting requirea majority vote of those in attendance, provided quorum is met. Decisions madeby electronic vote without a meeting require a majority vote of all voting
members of the TSC.
d. In the event a vote cannot be resolved by the TSC, any voting member of the TSC
may refer the matter to the Series Manager for assistance in reaching a resolution.
4. Compliance with Policies
a. This Charter is subject to the Series Agreement for the Project and the Operating
Agreement of LF Projects. Contributors will comply with the policies of LF
Projects as may be adopted and amended by LF Projects, including, without
limitation the policies listed at https://lfprojects.org/policies/.
b. The TSC may adopt a code of conduct (“CoC”) for the Project, which is subject toapproval by the Series Manager. In the event that a Project-specific CoC has notbeen approved, the LF Projects Code of Conduct listed athttps://lfprojects.org/policies​ will apply for all Collaborators in the Project.
c. When amending or adopting any policy applicable to the Project, LF Projects will
publish such policy, as to be amended or adopted, on its web site at least 30 days
prior to such policy taking effect; provided, however, that in the case of any
3amendment of the Trademark Policy or Terms of Use of LF Projects, any such
amendment is effective upon publication on LF Project’s web site.
d. All Collaborators must allow open participation from any individual ororganization meeting the requirements for contributing under this Charter and any
policies adopted for all Collaborators by the TSC, regardless of competitiveinterests. Put another way, the Project community must not seek to exclude any
participant based on any criteria, requirement, or reason other than those that arereasonable and applied on a non-discriminatory basis to all Collaborators in theProject community.
e. The Project will operate in a transparent, open, collaborative, and ethical mannerat all times. The output of all Project discussions, proposals, timelines, decisions,and status should be made open and easily visible to all. Any potential violationsof this requirement should be reported immediately to the Series Manager.
5. Community Assets
a. LF Projects will hold title to all trade or service marks used by the Project(“Project Trademarks”), whether based on common law or registered rights.
Project Trademarks will be transferred and assigned to LF Projects to hold on
behalf of the Project. Any use of any Project Trademarks by Collaborators in theProject will be in accordance with the license from LF Projects and inure to thebenefit of LF Projects.
b. The Project will, as permitted and in accordance with such license from LF
Projects, develop and own all Project GitHub and social media accounts, anddomain name registrations created by the Project community.
c. Under no circumstances will LF Projects be expected or required to undertake any
action on behalf of the Project that is inconsistent with the tax-exempt status orpurpose, as applicable, of LFP, Inc. or LF Projects, LLC.
6. General Rules and Operations.
a. The Project will:i. engage in the work of the Project in a professional manner consistent withmaintaining a cohesive community, while also maintaining the goodwill
and esteem of LF Projects, LFP, Inc. and other partner organizations in theopen source community; andii. respect the rights of all trademark owners, including any branding andtrademark usage guidelines.
7. Intellectual Property Policy

4

a. Collaborators acknowledge that the copyright in all new contributions will beretained by the copyright holder as independent works of authorship and that nocontributor or copyright holder will be required to assign copyrights to theProject.
b. Except as described in Section 7.c., all contributions to the Project are subject tothe following:i. All new inbound code contributions to the Project must be made:1. pursuant to a duly executed SODA Project Contribution License
Agreement available at www.github.com/sodafoundation/soda/.
2. using the Apache License, Version 2.0, available athttps://www.apache.org/licenses/LICENSE-2.0​ (the “ProjectLicense”).
ii. All new inbound code contributions must also be accompanied by a
Developer Certificate of Origin (​http://developercertificate.org​) sign-off inthe source code system that is submitted through a TSC-approved
contribution process which will bind the authorized contributor and, if not
self-employed, their employer to the applicable license;iii. All outbound code will be made available under the Project License.
iv. Documentation will be received and made available by the Project under
the Creative Commons Attribution 4.0 International License (available at
http://creativecommons.org/licenses/by/4.0/​).
v. The Project may seek to integrate and contribute back to other open source
projects (“Upstream Projects”). In such cases, the Project will conform to
all license requirements of the Upstream Projects, including dependencies,
leveraged by the Project. Upstream Project code contributions​ not stored
within the Project’s main code repository will comply with thecontribution process and license terms for the applicable Upstream
Project​.
c. The TSC may approve the use of an alternative license or licenses for inbound oroutbound contributions on an exception basis. To request an exception, please
describe the contribution, the alternative open source license(s), and thejustification for using an alternative open source license for the Project. License
exceptions must be approved by a two-thirds vote of the entire TSC.
d. Contributed files should contain license information, such as SPDX short form
identifiers, indicating the open source license or licenses pertaining to the file.

58. Amendments
a. This charter may be amended by a two-thirds vote of the entire TSC and is subject
to approval by LF Projects.

6