Project: OpenTelemetry (Observability and Analysis / Observability)
File: governance-charter.md

Last updated: December 2023 This document describes the goals, the scope and the structure of the OpenTelemetry Governance Committee (GC). It describes the election process for the Governance Committee and how the committee operates. The initial role of the governance committee is to instantiate the formal process for OpenTelemetry governance. In addition to defining the initial governance process, the bootstrap committee strongly believes that it is important to provide a means for iterating the processes defined by the governance committee. We do not believe that we will get it right the first time, or possibly ever, and wont even complete the governance development in a single shot. The role of the governance committee is to be a live, responsive body that can refactor and reform as necessary to adapt to a changing project and community. The Governance Committee has a set of rights and responsibilities including the following: Charter for Technical Committee. Define, evolve, and defend a Code of Conduct, which must include a neutral, unbiased process for resolving conflicts. Define and evolve project governance structures and policies, including how contributors become committers/maintainers, approvers, reviewers, members, etc. Decide, for the purpose of elections, who can vote. Logo/landing page/marketing. GitHub repository management, membership, and hosting. Maintain relationships with CNCF. For instance, creating [documents describing the project](https://github.com/cncf/toc/blob/main/proposals/sandbox/opentelemetry.adoc) Define, evolve, and defend the vision, values, mission, and scope of the project - to establish and maintain the soul of OpenTelemetry. Define and prioritize the roadmap for OpenTelemetry, as defined in the project management section below. Ensure that SIGs maintain a healthy pool of maintainers and contributors and remain focused on their feature roadmap and deliverables. Establish processes regarding, and provide a final escalation path for any contested OpenTelemetry related decision. Establish processes regarding other project resources/assets, including artifact repositories, build and test infrastructure, web sites and their domains, blogs, social-media accounts, etc. Request funds and other support from the CNCF (e.g. marketing, press, etc.). Delegate appropriate authority to trusted individuals. This work is to be handled by the Governance Committee or delegated to other project groups like the . Efforts and initiatives that are too large, detailed, or important to be resolved in an issue or pull request are referred to as projects. These larger efforts often require collaboration between subject matter experts, the Technical Committee, and OpenTelemetry community members, and involve the creation of either a SIG or a Working Group. The document describes the process for creating and executing projects of this size. The GC is responsible for reviewing project proposals, aligning their execution with the wider strategy and end-user priorities, and ensuring that they have clear goals and are staffed sufficiently to deliver on an agreed upon deadline. The Governance Committee is also responsible for deciding if a project is out of scope for the OpenTelemetry

For proposals that involve code bases to OpenTelemetry, the Governance Committee is responsible for performing due diligence in determining if the donation is a strategic fit for OpenTelemetry before referring the donation to the TC for technical review. The Governance Committee is responsible for maintaining a prioritized backlog of projects and specification issues. The Governance Committee is responsible for balancing the efforts of the TC between projects and issues and ensuring that we are tackling the most pressing challenges for the project while not exceeding our available resources. For transparency with our community, the GC must ensure that the project board and the public roadmap stay up to date and accurately reflect reality. The Governance Committee must establish and publish a process whereby every maintainer and project lead has a check in with a Governance Committee member on a regular basis. During this check in, any project files or roadmap entries should be reviewed to verify that they are still accurate. If a SIG lead has any private concerns they wish to raise with the Governance Committee, this is an opportunity to do so. The OpenTelemetry Governance Committee consists of 9 individual members of the community elected for 2 year terms. The terms are staggered with elections each year (alternating 4 seats in even years and 5 seats in odd years). Standing in the OpenTelemetry community will be defined by the union of: Active members - those with 20 contributions (PRs, Issues, Comments etc.) in the prior rolling year. All approvers, and maintainers in the OpenTelemetry organization Members who dont meet the criteria above and are part of the following are encouraged to help us evolve the definition of Member of Standing through the Exception Process outline below. Maintainers for projects (vendors, OSS observability solutions, etc) with strong end-user adoption that have taken a hard dependency on OpenTelemetry APIs or data formats (one representative per project) Representatives from major organizations that have adopted OpenTelemetry as end-users (one representative per organization) The Governance Committee explicitly believes that this heuristic will be inaccurate and not represent the entire community. An exception form will be provided for people who have contributed to the project but may not meet these criteria. Exception eligibility applications will be approved by the Governance Committee by a simple majority vote. The exception process will be used as data points for refining the criteria for the future. It is the responsibility of the Governance Committee to refine these criteria prior to each election. Anyone can be a candidate nominated by either themselves or someone else unless two other employees of the same company are already on the committee and not up for re-election (see ). In case enough employees of the same company get enough votes to be elected so that the maximal representation is not respected anymore, only the highest-voted candidate(s) among them will get elected, with the other candidates having their candidacies

To be ratified, candidates need three endorsements in total from members of standing from three different companies. When self-nominating, a candidate that is member of standing will need two more endorsements from members of standing from two other companies. When being nominated by a member of standing from a different company and accepting the nomination, the candidate that is a member of standing will have two endorsements already, needing only one more. Nominators are free to nominate as many people as they wish to. Members of Standing may endorse multiple nominees, but we expect endorsements to be in good faith. If this turns out to be a problem, this will be reconsidered. Endorsements should be comments containing the phrase "I support". Simply adding a code review or emoji reactions to the description is NOT sufficient and might be ambiguous on the intentions of the review or reactions. All Members of Standing are eligible to vote for the governance committee members. Elections will be held using time-limited approval voting on . The top vote getters will be elected to the respective positions. To encourage diversity there will be a maximum of two Governance Committee members from any one company at any time. If representation changes because of job changes, acquisitions, or other events, sufficient members of the committee must resign within 28 days until the maximum representation is respected. If it is impossible to find sufficient members to resign after that period, the entire companys representation will be removed. In this case a special election will be held for those position, as [outlined below](#special-elections). In the event of a question of company membership (for example evaluating independence of corporate subsidiaries) a majority of all non-involved Governance Committee members will decide. In the event of a resignation or other loss of a governance committee member, a special election for that position will be held as soon as possible. The same group of people as described in "eligibility for voting" will vote in the special election. A committee member elected in a special election will serve out the remainder of the term for the person they are replacing, regardless of the length of that remainder. To reduce the size of company advantages, candidates may not use their companies internal or external brand to campaign. Their employers cannot solicit votes on their behalf or sponsor candidates from partner organizations. Simply put, elections highlight individuals outside of their corporate role and should be treated as "brand free" activities. At any time the governance committee may vote, via supermajority (greater than two-thirds of votes), to rewrite or remove any part of this charter. Beyond small tweaks, this should be used sparingly, if ever, and in the presence of clear failures of the process. We explicitly do not allocate a role for the broader community in reformulating governance, we believe that in such a case the community will "vote with their feet" by either leaving or forking the

Members of the governance committee will graduate to becoming Emeritus members of the governance committee. Regular governance committee meetings will be held, at least once per month. The entire governance committee is generally expected to attend every meeting, but quorum is met with 2/3 attendance. If a member misses more than 50% of all meetings held within a six month period then they will be removed from the committee and a special election will be held. Recorded videos of the meetings will be made publicly available in a timely manner. Non-recorded, closed meetings are reserved for confidential matters (for example, code of conduct issues) which are not appropriate to be shared with the broader community. Governance committee meetings can be made closed by a simple majority vote of the governance committee members, but closed meetings do not count towards the required meeting frequency. The governance committee will inform the community if a particular meeting is closed, as well as the general reasons for this, prior to the meeting taking place. In order to facilitate end-user and contributor experience programs that cut across multiple SIGs in the OpenTelemetry project, the governance committee may appoint Community Managers (CMs) to act as liaisons, facilitators, and organizers for such programs. The goal of this role is to ensure the health of the OpenTelemetry end-user and contributor community. Act as stewards for the OpenTelemetry end-user and contributor community by organizing events and coordinating programs. Manage the OpenTelemetry social media and blog presence. Work with the CNCF and member organizations on cross-functional projects as needed. Track and report on OpenTelemetry end-user and contributor community health for the GC. Grow the OpenTelemetry end-user and contributor community by advocating for programs and initiatives that will attract new users or aid contributor experience. CMs shall be nominated and approved by the GC for one-year terms on an as-needed basis, by simple majority vote. The GC shall re-confirm CMs on an annual basis, at the first meeting following an annual GC election. A CM that wishes to step down from their role shall notify the GC at least 30 days before the next GC meeting. The GC may appoint individuals who are not part of the OpenTelemetry project. The GC may dismiss a CM for violations of the project Code of Conduct or a failure to uphold the responsibilities of the role. A CM may act as an extension of the GC in pursuing their responsibilities. Pursuant to this, the GC should hold CMs accountable for their actions if they reflect poorly on the project, its contributors, or the CNCF. Thus, CMs should work in collaboration with the GC, especially if their actions could be construed as controversial. They will be the point of contact for the CNCF on events, swag, communications, and other programs as needed. Thus, they will have access to Service Desk. Other permissions (for example, repository creation and management) can be granted by the GC on an as-needed basis.