Charter

Technical Charter (the “Charter”)

for
AsyncAPI Project a Series of LF Projects, LLC
Adopted 03-19-2021, Amended 05-05-2025

• 1. Mission and Scope of the Project
• 2. Technical Steering Committee
• 3. Governance Board
• 4. Committers and Contributors
• 5. TSC Voting
• 6. Amendments
• 7. Intellectual Property Policy
• 8. Compliance with Policies
• 9. General Rules and Operations
• 10. Community Assets

This Charter sets forth the responsibilities and procedures for technical contribution to, and oversight of, the AsyncAPI open project, which has been established as AsyncAPI Project, a Series of LF Projects, LLC (the “Project”). LF Projects, LLC (“LF Projects”) is a Delaware series limited liability company. All Contributors (including Committers and other technical positions) and other participants in the Project (collectively, “Collaborators”) must comply with the terms of this Charter.

1. Mission and Scope of the Project

1. The mission of the Project is to provide open-source vendor-neutral specification(s) and tools to facilitate the development and governance of APIs (Application Programming Interfaces).
2. 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.
3. The vision and strategy of the Project will be defined in the ROADMAP view within the Project’s website.

2. Technical Steering Committee

1. The Technical Steering Committee (the “TSC”) will be responsible for the oversight of the open-source Project.
2. The TSC appoints the Governance Board as described in Section 3.
3. TSC membership is not time-limited. There’s no maximum size of TSC. The size is expected to vary in order to ensure adequate coverage of important areas of expertise, balanced with the ability to make decisions efficiently. The TSC must have at least three members.
4. No more than one-fourth of the TSC members may be affiliated with the same employer. If the removal or resignation of a TSC member, or a change of employment/affiliation by a TSC member, creates a situation where more than one-fourth of the TSC membership shares an employer, then the situation must be assessed by TSC. In any case, the number of TSC members affiliated with the same employer must not be higher than one-third (round half up number).
5. Voting members of the Technical Steering Committee (TSC) include committers of any Project's code repository and AsyncAPI Ambassadors. The TSC documents in the project’s GOVERNANCE file the method for determining voting members.
6. TSC members may resign anytime and also ask to be added to the TSC list anytime, as long as the requirements are met.
7. Any meetings of the TSC are intended to be open to the public, recorded, and can be conducted electronically, via teleconference, or in person.
8. TSC projects generally will involve Contributors, Committers, and Ambassadors. The TSC may adopt or modify roles so long as the roles are documented in the Project’s GOVERNANCE file.
9. TSC members are expected to regularly participate in TSC voting.
10. In the case where an individual TSC member -- within any three-month period -- does not participate in TSC votes, the member shall be automatically removed from the TSC.
11. A TSC member may be removed from the TSC by the majority approval of the other TSC members.
12. The TSC may decide to change the Project’s vision and strategy. In that case, TSC voting must follow the approach described in Section 5.
13. The TSC may (1) establish workflow procedures for the submission, approval, and closure/archiving of projects, (2) set requirements for the promotion of Contributors 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.
14. Responsibilities: The TSC will be responsible for all aspects of oversight relating to the Project, which may include:
    1. Coordinating the technical direction of the Project;
    2. Approving project or system proposals (including, but not limited to, incubation, deprecation, and changes to a sub-project’s scope);
    3. Organizing sub-projects and removing sub-projects;
    4. Creating sub-committees or working groups to focus on cross-project technical issues and requirements;
    5. Appointing representatives to work with other open-source or open standards communities;
    6. Establishing community norms, workflows, issuing releases, and security issue reporting policies;
    7. approving and implementing policies and processes for contributing (to be published 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 6 of this Charter;
    8. Directing the allocation of community donations on crowdfunding platforms;
    9. Discussions, seeking consensus, and, where necessary, voting on technical matters relating to the code base that affect multiple projects; and
    10. Coordinating any marketing, events, or communications regarding the Project.

3. Governance Board

1. The Project Governance Board (the “Board”) will provide oversight and guidance on strategic and operational matters, but will not replace the TSC in making decisions, unless the TSC delegates some responsibilities to the Board. Exceptions will be specified in the GOVERNANCE document.
2. The Board must consist of at least three members and maintain an odd number of members to ensure decision-making is not deadlocked. The exact number of Board members will be defined in the GOVERNANCE document.
3. The Board members are elected for 24-month cadence.
4. The Board members MUST be TSC members with all their rights.
5. The Board will follow a 12-month election cycle, with members eligible for re-election only once.
6. The Board elections will not be managed as regular TSC votes. Details of the voting process will be specified in the GOVERNANCE document.
7. A Board member can only be removed upon resignation or a majority of the TSC votes. Next steps will be specified in the GOVERNANCE document.
8. The Board will appoint a chairperson from among its members. The chairperson may only be replaced upon resignation or through a majority vote of the Board members. The process and cadence for appointing and replacing the chairperson will be detailed in the GOVERNANCE document.
9. The Board chairperson coordinates work of the board and ensures it operates efficiently.
10. The Board is responsible for presenting votes to the TSC. The Board must prepare and manage high-sensitivity issues before the vote, especially in cases involving sponsorships, external partnerships, or policy considerations.
11. The Board must ensure efficient voting processes, participation, and result reporting.
12. Board members are expected to hold public monthly meetings, with meeting summaries and recordings made available publicly. Additional details, such as the timing and method of publication, but not limited to, will be outlined in the GOVERNANCE document.
13. Details on Board roles, duties, and operational processes must be documented in a separate GOVERNANCE document for clarity and flexibility. They should cover:
    • Management of finances to ensure sustainability;
    • Engagement with external companies and sponsorships;
    • Oversight of Project programs and initiatives;
    • Tools, people, and process management to support community growth;
    • Collaboration with the TSC on strategic initiatives.

4. Committers and Contributors

1. Contributors include anyone in the community who contributes code, documentation, pull request reviews, or other technical artifacts to the Project (“Contributors”);
2. Committers are Contributors who have earned the ability to modify (“commit”) source code, documentation, or other technical artifacts in a project’s repository (“Committers”);
3. A Contributor may become a Committer of a given Project’s repository by majority approval of the repository Committers.
4. A Committer must be listed in the CODEOWNERS file of a given Project’s repository, along with the scope of their responsibility in the repository.
5. A Committer may be removed from a Project’s repository by the majority approval of the other Committers of the same repository.
6. Participation in the Project through becoming a Contributor and Committer is open to anyone so long as they abide by the terms of this Charter.

5. TSC Voting

1. 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 the TSC will vote on a one vote per voting member basis.
2. Quorum requirements and voting rules will be specified in the GOVERNANCE document. If quorum is not reached after four weeks, the vote will be canceled, and the Board will reassess the topic.
3. Except as provided in Section 6, decisions require a majority of votes.
4. Decisions must always be made offline, by electronic vote.
5. The voting process is described in the GOVERNANCE file. In any case, TSC members must have no more and no less than seven calendar days to vote.
6. Voting topics are proposed by the Board, which filters topics and prepares necessary context and guidelines before presentation to the TSC.

6. Amendments

1. This charter may be amended by a two-thirds vote of the entire TSC and is subject to approval by LF Projects.
2. A quorum of two-thirds is needed to amend this charter. If, after two amendment attempts, the quorum is not reached, then a last amendment attempt will be conducted without the need for quorum, and only two-thirds of the votes will be needed.

7. Intellectual Property Policy

1. Collaborators acknowledge that the copyright in all new contributions will be retained by the copyright holder as independent works of authorship and that no contributor or copyright holder will be required to assign copyrights to the Project.
2. Except as described in Section 6.3., all contributions to the Project are subject to the following:
   1. All new inbound code and specification contributions to the Project must be made using the Apache License, Version 2.0, available at https://www.apache.org/licenses/LICENSE-2.0 (the “Project License”).
   2. All new inbound code contributions must also be accompanied by a Developer Certificate of Origin (http://developercertificate.org) sign-off in the 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;
   3. All outbound code will be made available under the Project License.
   4. Documentation excluding specifications 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/).
   5. To the extent a contribution includes or consists of data, any rights in such data shall be made available under the CDLA-Permissive 1.0 License.
   6. 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 the contribution process and license terms for the applicable Upstream Project.
3. The TSC may approve the use of an alternative license or licenses for inbound or outbound contributions on an exception basis. To request an exception, please describe the contribution, the alternative open source license(s), and the justification for using an alternative open source license for the Project. License exceptions must follow the approach described in Section 6.
4. Contributed files should contain license information, such as SPDX short form identifiers, indicating the open-source license or licenses pertaining to the file.

8. Compliance with Policies

1. 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/.
2. The TSC may adopt a code of conduct (“CoC”) for the Project, which is subject to approval by the Series Manager. In the event that a Project-specific CoC has not been approved, the LF Projects Code of Conduct listed at https://lfprojects.org/policies will apply to all Collaborators in the Project.
3. 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 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.
4. All Collaborators must allow open participation from any individual or organization meeting the requirements for contributing under this Charter and any policies adopted for all Collaborators by the TSC, regardless of competitive interests. Put another way, the Project community must not seek to exclude any participant based on any criteria, requirement, or reason other than those that are reasonable and applied on a non-discriminatory basis to all Collaborators in the Project community.
5. The Project will operate in a transparent, open, collaborative, and ethical manner at all times. The output of all Project discussions, proposals, timelines, decisions, and status should be made open and easily visible to all. Any potential violations of this requirement should be reported immediately to the Series Manager.

9. General Rules and Operations

1. The Project will:
   1. Engage in the work of the Project in a professional manner consistent with maintaining a cohesive community, while also maintaining the goodwill and esteem of LF Projects, Joint Development Foundation, and other partner organizations in the open-source community; and
   2. Respect the rights of all trademark owners, including any branding and trademark usage guidelines.

10. Community Assets

1. 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 the Project will be in accordance with the license from LF Projects and inure to the benefit of LF Projects.
2. The Project will, as permitted and in accordance with such license from LF Projects, develop and own all Project GitHub and social media accounts, and domain name registrations created by the Project community.
3. 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 or purpose, as applicable, of the Joint Development Foundation or LF Projects, LLC.