├── LICENSE ├── README.md ├── charter.md └── hpsf-participation-agreement.pdf /LICENSE: -------------------------------------------------------------------------------- 1 | Apache License 2 | Version 2.0, January 2004 3 | http://www.apache.org/licenses/ 4 | 5 | TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION 6 | 7 | 1. Definitions. 8 | 9 | "License" shall mean the terms and conditions for use, reproduction, 10 | and distribution as defined by Sections 1 through 9 of this document. 11 | 12 | "Licensor" shall mean the copyright owner or entity authorized by 13 | the copyright owner that is granting the License. 14 | 15 | "Legal Entity" shall mean the union of the acting entity and all 16 | other entities that control, are controlled by, or are under common 17 | control with that entity. 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Watch this space for further developments. 8 | 9 | ## Governance 10 | 11 | * [HPSF charter](charter.md), which contains the base rules under which HPSF operates. 12 | See in particular: 13 | * [Membership](charter.md#membership) 14 | * [Membership levels and fees](charter.md#exhibit-c) 15 | * [Governing Board](charter.md#governing-board) 16 | * [Technical Advisory Council (TAC)](charter.md#technical-advisory-council) 17 | * [Participation agreement](cncf-membership-agreement.pdf), which members must sign. 18 | * [TAC Governance Repo](http://github.com/hpsfoundation/tac): the TAC maintains its 19 | own governance, including: 20 | * A [Project Lifecycle](https://github.com/hpsfoundation/tac/blob/main/lifecycle_policy.md) 21 | that defines onboarding and procedures for projects, and 22 | * Ongoing [Working Groups](https://github.com/hpsfoundation/tac/tree/main/working-groups) 23 | that bring together community members for collaboration. 24 | * The Linux Foundation [Code of Conduct](https://lfprojects.org/policies/code-of-conduct/), 25 | which we use in HPSF. Projects may have their own codes of conduct, as well. 26 | 27 | ## How to request changes 28 | 29 | You are welcome to file non-technical 30 | [issues](https://github.com/hpsfoundation/foundation/issues/new) related to 31 | [HPSF](https://hpsf.io) on this repo. 32 | -------------------------------------------------------------------------------- /charter.md: -------------------------------------------------------------------------------- 1 | # The High Performance Software Foundation Charter 2 | 3 | **The Linux Foundation** 4 | **Effective May 13, 2024** 5 | 6 | ## Mission and Scope of the High Performance Software Foundation 7 | 8 | The mission of the High Performance Software Foundation (the "Directed Fund") is to 9 | constantly improve the quality and open availability of software for High Performance 10 | Computing through open collaboration. HPC software empowers organizations to run 11 | large-scale computational applications on conventional and accelerated systems of any 12 | size. From laptops, to HPC clusters, to clouds. HPSF aims to make accelerated computing 13 | ubiquitous, and its projects enable systems that run portably across a diverse range of 14 | architectures with good performance. 15 | 16 | Through a series of open technical projects (each such project, a "Technical Project"), 17 | HPSF aims to build, promote, and advance a portable core software stack for HPC by 18 | increasing adoption, lowering barriers to contribution, and supporting development 19 | efforts. The governance of each Technical Project is as set forth in the applicable 20 | charter for each Technical Project. 21 | 22 | The Directed Fund supports the Technical Projects. The Directed Fund operates under the 23 | guidance of the Governing Board of the Directed Fund (the "Governing Board") and The 24 | Linux Foundation (the "LF") as may be consistent with The Linux Foundation’s tax-exempt 25 | status. The Governing Board manages the Directed Fund. The Directed Fund will also have 26 | an Outreach Committee, Government Advisory Committee, a Technical Advisory Council, and 27 | other working groups, councils, committees and similar bodies (collectively, 28 | "Committees") that may be established by the Governing Board. These committees report to 29 | the Governing Board. 30 | 31 | ## Membership 32 | 33 | The Directed Fund will be composed of Premier, General and Associate Members (each, a 34 | "Member" and, collectively, the "Members") in Good Standing. All Members must be current 35 | corporate members of the LF (at any level) to participate in the Directed Fund as a 36 | member. All participants in the Directed Fund, enjoy the privileges and undertake the 37 | obligations described in this Charter, as from time to time amended by the Governing 38 | Board with the approval of the LF. During the term of their membership, all members will 39 | comply with all such policies as the LF Board of Directors and/or the Directed Fund may 40 | adopt with notice to members. 41 | 42 | Premier Members will be entitled to appoint a representative to the Governing Board and 43 | any Committee. The General Members will be represented on the Governing Board by one 44 | representative to the Governing Board for every five General Members, up to a maximum of 45 | 25% of the Governing Board members, provided that there will always be at least one 46 | General Member representative, even if there are less than five General Members. Each 47 | General Member can nominate one representative, and participates in the election process 48 | determined by the Governing Board. 49 | 50 | The Associate Member category of membership is limited to Associate Members of The Linux 51 | Foundation. The Governing Board may set additional criteria for joining the Directed 52 | Fund as an Associate Member. If the Associate Member is a membership organization, 53 | Associate Membership in the Directed Fund does not confer any benefits or rights to the 54 | members of the Associate Member. 55 | 56 | Members will be entitled to: 57 | - participate in Directed Fund general meetings, initiatives, events and any other 58 | activities; and 59 | - identify themselves as members of the High Performance Software Foundation supporting 60 | the High Performance Software Foundation community. 61 | 62 | ## Governing Board 63 | 64 | The Governing Board voting members will consist of: 65 | - one representative appointed by each Premier Member; 66 | - the TAC Representatives (as defined herein); and 67 | - the elected General Member representative or representatives. 68 | 69 | Only one Member that is part of a group of Related Companies (as defined in Section 7) 70 | may appoint, or nominate for a membership class election, a representative on the 71 | Governing Board. No single Member, company or set of Related Companies will be entitled 72 | to: (i) appoint or nominate for Membership class election more than one representative 73 | for the Governing Board, or (ii) have more than two representatives on the Governing 74 | Board. 75 | 76 | Please note that it will be acceptable for one Member to appoint or nominate a 77 | representative to the Governing Board and have another of its employees, or an employee 78 | of one of its Related Companies, serve as a TAC Representative on the Governing Board. 79 | 80 | ## Conduct of Meetings 81 | 82 | Governing Board meetings will be limited to the Governing Board representatives, the 83 | Outreach Committee Chair, invited guests and LF staff. Governing Board meetings follow 84 | the requirements for quorum and voting outlined in this Charter. The Governing Board may 85 | decide whether to allow named representatives (one per Member per Governing Board and 86 | per Committee) to attend as an alternate. 87 | 88 | The Governing Board meetings will be private unless decided otherwise by the Governing 89 | Board. The Governing Board may invite guests to participate in consideration of specific 90 | Governing Board topics (but such guest may not participate in any vote on any matter 91 | before the Governing Board). 92 | 93 | ## Officers 94 | 95 | The officers ("Officers") of the Directed Fund as of the first meeting of the Governing 96 | Board will be a Chairperson ("Chair") and a Treasurer. Additional Officer positions may 97 | be created by the Governing Board. The Chair must be a voting member of the Governing 98 | Board. 99 | 100 | The Chair will preside over meetings of the Governing Board, manage any day-to-day 101 | operational decisions, and will submit minutes for Governing Board approval. 102 | 103 | The Treasurer will assist in the preparation of budgets for Governing Board approval, 104 | monitor expenses against the budget and authorize expenditures approved in the budget. 105 | 106 | The Governing Board will be responsible for overall management of the Directed Fund, 107 | including: 108 | 109 | - approve a budget directing the use of funds raised by the Directed Fund from all 110 | sources of revenue; 111 | - nominate and elect Officers of the Directed Fund; 112 | - approve, in addition to TAC approval, projects as Technical Projects; 113 | - oversee all Directed Fund business and community outreach matters and work with the LF 114 | on any legal matters that arise; 115 | - adopt and maintain policies or rules and procedures for the Directed Fund (subject to 116 | LF approval); 117 | - establish advisory bodies, committees, programs or councils to resolve any particular 118 | matter or in support of the mission of the Directed Fund and/or its Technical Projects 119 | including in support of end-users and ambassadors for the project; 120 | - request and approve conformance programs proposed by the TAC and solicit input 121 | (including testing tools) from the applicable governance body of any Technical Project 122 | for defining and administering any programs related to conformance with any Technical 123 | Project (each, a "Conformance Program"); 124 | - publish use cases, user stories, websites and priorities to help inform the ecosystem 125 | and technical community; 126 | - approve procedures for the nomination and election of any representative of the 127 | General Members to the Governing Board and any Officer or other positions created by 128 | the Governing Board; and 129 | - vote on all decisions or matters coming before the Governing Board. 130 | 131 | ## Committees 132 | 133 | ### Outreach Committee 134 | 135 | The Outreach Committee will include one appointed voting representative from each 136 | Premier Member. Each General Member may appoint a non-voting representative to observe 137 | and contribute ideas to the Outreach Committee. 138 | 139 | The Outreach Committee will be responsible for the design, development and execution of 140 | community outreach efforts on behalf of the Governing Board. The Outreach Committee is 141 | expected to coordinate closely with the Governing Board and technical communities to 142 | maximize the outreach and visibility of the Technical Project throughout the industry. 143 | 144 | The Governing Board may appoint a chairperson of the Outreach Committee or delegate 145 | responsibility for selecting a chairperson to the Outreach Committee. The Outreach 146 | Committee chairperson will be responsible for reporting progress back to the Governing 147 | Board. The Outreach Committee chairperson may attend meetings of the Governing Board, 148 | but, unless the Outreach Committee chairperson is a member of the Governing Board, the 149 | Outreach Committee chairperson will not attend as a voting member of the Governing 150 | Board. 151 | 152 | ### Government Advisory Committee 153 | 154 | The Governing Board may stand up a Government Advisory Committee (the "GAC") in order to 155 | provide the Directed Fund with advice from government entities approved to participate 156 | by the Governing Board. Members of the GAC must be national governments, multinational 157 | governmental organizations and treaty organizations, or public authorities. Each GAC 158 | member may appoint one representative to attend meetings of the GAC. There are no fees 159 | to participate in the GAC. The Governing Board may appoint a chairperson or other person 160 | to report to the Governing Board on progress of the GAC. 161 | 162 | ## Technical Advisory Council 163 | 164 | The role of the TAC is to facilitate communication and collaboration among the Technical 165 | Projects. The TAC will be responsible for: 166 | - coordinating collaboration among Technical Projects, including development of an 167 | overall technical vision for the community; 168 | - making recommendations to the Budget Committee of resource priorities for Technical 169 | Projects; 170 | - electing annually a chairperson to preside over meetings, set the agenda for meetings, 171 | ensure meeting minutes are taken and who will also serve on the Governing Board as a 172 | TAC representative; 173 | - electing additional TAC representatives to serve on the governing board from the 174 | voting members of the TAC appointed by TAC Projects; one representative is elected for 175 | every five Technical Projects represented on the TAC, but no more than 25% (including 176 | the TAC chair) of the total members of the Governing Board; 177 | - creating, maintaining and amending project lifecycle procedures and processes, subject 178 | to the approval of the Governing Board; and 179 | - such other matters related to the 180 | technical role of the TAC as may be communicated to the TAC by the Governing Board. 181 | 182 | The voting members of the TAC consist of: 183 | - one representative appointed by each Premier Member; and 184 | - one representative appointed by the technical oversight body (e.g., a technical 185 | steering committee) of each TAC Project (as defined herein). 186 | 187 | One representative of any Member may observe meetings of the TAC. Any committers from a 188 | TAC Project may observe meetings of the TAC. The TAC may change this at any point in 189 | time, including: (a) opening meetings to a broader community; (b) holding closed 190 | meetings; and (c) holding meetings open to the public. 191 | 192 | At the start of the Directed Fund, "TAC Projects" are those Technical Projects listed as 193 | having voting representatives on the TAC on the Directed Fund’s web site. Thereafter, 194 | any Technical Project can become a TAC Project through the approval of the Technical 195 | Project’s technical oversight body, the TAC (by a two-third’s vote), and the Governing 196 | Board. The TAC and the Governing Board will approve a project lifecycle policy that will 197 | address the incubation, archival and other stages of Technical Projects, as well as the 198 | criteria for a Technical Project to qualify as a TAC Project. 199 | 200 | The TAC representatives will elect a chair to preside over meetings, ensure minutes are 201 | taken and drive the TAC agenda with input from the TAC representatives. 202 | 203 | ## Voting 204 | 205 | Quorum for Governing Board and Committee meetings will require at least fifty percent of 206 | the voting representatives. If advance notice of the meeting has been given per normal 207 | means and timing, the Governing Board may continue to meet even if quorum is not met, 208 | but will be prevented from making any decisions at the meeting. 209 | 210 | Ideally decisions will be made based on consensus. If, however, any decision requires a 211 | vote to move forward, the representatives of the Governing Board or Committee, as 212 | applicable, will vote on a one vote per voting representative basis. 213 | 214 | Except as provided in Section 14.a. or elsewhere in this Charter, decisions by vote at a 215 | meeting will require a simple majority vote, provided quorum is met. Except as provided 216 | in Section 14.a. or elsewhere in this Charter, decisions by electronic vote without a 217 | meeting will require a majority of all voting representatives. 218 | 219 | In the event of a tied vote with respect to an action that cannot be resolved by the 220 | Governing Board, the Chair may refer the matter to the LF for assistance in reaching a 221 | decision. If there is a tied vote in any Committee that cannot be resolved, the matter 222 | may be referred to the Governing Board. 223 | 224 | ## Subsidiaries and Related Companies 225 | 226 | ### Definitions: 227 | - **"Subsidiaries"** means any entity in which a Member owns, directly or indirectly, 228 | more than fifty percent of the voting securities or membership interests of the entity 229 | in question; 230 | - **"Related Company"** means any entity which controls or is controlled by a Member or 231 | which, together with a Member, is under the common control of a third party, in each 232 | case where such control results from ownership, either directly or indirectly, of more 233 | than fifty percent of the voting securities or membership interests of the entity in 234 | question; and 235 | - **"Related Companies"** are entities that are each a Related Company of a Member. 236 | 237 | Only the legal entity which has executed a Participation Agreement and its Subsidiaries 238 | will be entitled to enjoy the rights and privileges of such Membership; provided, 239 | however, that such Member and its Subsidiaries will be treated together as a single 240 | Member. 241 | 242 | If a Member is itself a foundation, association, consortium, open source project, 243 | membership organization, user group or other entity that has members or sponsors, then 244 | the rights and privileges granted to such Member will extend only to the 245 | employee-representatives of such Member, and not to its members or sponsors, unless 246 | otherwise approved by the Governing Board in a specific case. 247 | 248 | Directed Fund Membership is non-transferable, non-salable and non-assignable, except a 249 | Member may transfer its current Membership benefits and obligations to a successor of 250 | substantially all of its business or assets, whether by merger, sale or otherwise; 251 | provided that the transferee agrees to be bound by this Charter and the Bylaws and 252 | policies required by LF membership. 253 | 254 | ## Good Standing 255 | 256 | The Linux Foundation’s Good Standing Policy is available at 257 | [https://www.linuxfoundation.org/good-standing-policy](https://www.linuxfoundation.org/good-standing-policy) 258 | and will apply to Members of this Directed Fund. 259 | 260 | ## Trademarks 261 | 262 | Any trademarks relating to the Directed Fund or the Technical Project, including without 263 | limitation any mark relating to any Conformance Program, must be transferred to and held 264 | by LF Projects, LLC or the Linux Foundation and available for use pursuant to LF 265 | Projects, LLC’s trademark usage policy, available at 266 | [www.lfprojects.org/trademarks/](www.lfprojects.org/trademarks/). 267 | 268 | ## Antitrust Guidelines 269 | 270 | All Members must abide by The Linux Foundation’s Antitrust Policy available at 271 | [http://www.linuxfoundation.org/antitrust-policy](http://www.linuxfoundation.org/antitrust-policy). 272 | 273 | All Members must encourage open participation from any organization able to meet the 274 | membership requirements, regardless of competitive interests. Put another way, the 275 | Governing Board will not seek to exclude any member based on any criteria, requirements 276 | or reasons other than those that are reasonable and applied on a non-discriminatory 277 | basis to all members. 278 | 279 | ## Budget 280 | 281 | The Governing Board will approve an annual budget and never commit to spend in excess of 282 | funds raised. The budget and the purposes to which it is applied must be consistent with 283 | both (a) the non-profit and tax-exempt mission of The Linux Foundation and (b) the 284 | aggregate goals of the Technical Projects. 285 | 286 | The Linux Foundation will provide the Governing Board with regular reports of spend 287 | levels against the budget. Under no circumstances will The Linux Foundation have any 288 | expectation or obligation to undertake an action on behalf of the Directed Fund or 289 | otherwise related to the Directed Fund that is not covered in full by funds raised by 290 | the Directed Fund. 291 | 292 | In the event an unbudgeted or otherwise unfunded obligation arises related to the 293 | Directed Fund, The Linux Foundation will coordinate with the Governing Board to address 294 | gap funding requirements. 295 | 296 | ## General & Administrative Expenses 297 | 298 | The Linux Foundation will have custody of and final authority over the usage of any 299 | fees, funds and other cash receipts. A General & Administrative (G&A) fee will be 300 | applied by The Linux Foundation to funds raised to cover membership records, finance, 301 | accounting, and human resources operations. The G&A fee will be 9% of the Directed 302 | Fund’s first $1,000,000 of gross receipts each year and 6% of the Directed Fund’s gross 303 | receipts each year over $1,000,000. 304 | 305 | ## General Rules and Operations 306 | 307 | The Directed Fund activities must: 308 | - engage in the work of the project in a professional manner consistent with maintaining 309 | a cohesive community, while also maintaining the goodwill and esteem of The Linux 310 | Foundation in the open source community; 311 | - respect the rights of all trademark owners, including any branding and usage 312 | guidelines; 313 | - engage or coordinate with The Linux Foundation on all outreach, website and marketing 314 | activities regarding the Directed Fund or on behalf of any Technical Project that 315 | invoke or associate the name of any Technical Project or The Linux Foundation; and 316 | - operate under such rules and procedures as may be approved by the Governing Board and 317 | confirmed by The Linux Foundation. 318 | 319 | ## Amendments 320 | 321 | This Charter may be amended by a two-thirds vote of the entire Governing Board, subject 322 | to approval by The Linux Foundation. 323 | 324 | ## Exhibit C 325 | 326 | ### The membership levels and associated fees are listed below. 327 | 328 | #### Membership Class 329 | 330 | | Membership Type | Annual Membership Fees | 331 | |--------------------|------------------------| 332 | | Premier Member | $175,000 | 333 | | General Member | See Fee Scale | 334 | | Associate Member | $0 | 335 | 336 | ### Annual Fee Scale for General Membership 337 | 338 | | Consolidated Employees | Annual General Membership Fees | 339 | |------------------------|--------------------------------| 340 | | 5,000 and above | $50,000 | 341 | | Between 2,000 and 4,999| $30,000 | 342 | | Between 500 and 1,999 | $20,000 | 343 | | 100 to 499 | $10,000 | 344 | | Up to 99 | $2,500 | 345 | 346 | ## Linux Foundation Membership Information 347 | 348 | Your organization will need to be a current member of the LF. If your organization is 349 | already a member of the LF, there is no need to do anything. If you are not a member of 350 | the LF, there are three tiers of LF membership available. The fees associated with each 351 | level of LF membership are included below for non-members to easily reference. Please 352 | visit the Corporate Membership page at the LF web site for full details: 353 | 354 | | LF Membership Level | Annual Fees | 355 | |---------------------|----------------------------------------| 356 | | LF Platinum | $500,000 | 357 | | LF Gold | $100,000 | 358 | | LF Silver | Under 100 employees: $5,000; 100-499 employees: $10,000; 500-4,999 employees: $15,000; 5,000 or more employees: $20,000 | 359 | 360 | LF Associate membership is available for non-profit, open source, and government 361 | entities at no cost. 362 | -------------------------------------------------------------------------------- /hpsf-participation-agreement.pdf: -------------------------------------------------------------------------------- https://raw.githubusercontent.com/hpsfoundation/foundation/cc8cb5b616909673fe8d2f8cae51ba7580ac97bc/hpsf-participation-agreement.pdf --------------------------------------------------------------------------------