Governance

Table of Contents

PURPOSE

This Governance document serves to provide clarity to the OCP Membership, the Tiered Membership requirements and the Tiered Membership Volunteer Leadership that serves the OCP Community. In the case of any conflict between the Bylaws and this Governance document or any supporting documents, the Bylaws will govern. In the event of a conflict among any of the other OCP Governance Documents, including but not limited to the Membership Agreement, the Tiered Membership Requirements and Benefits Policy, the Membership Logo Terms and Conditions, the Solution Provider /Component Provider Agreement, or the Certification Mark License Agreements, the other agreement will govern, not this Governance document. Only the OCP Foundation Staff can modify or amend this Governance document. All other suggestions for change must be brought forward to the OCP Staff and the OCP Foundation Staff will apply those changes upon their discretion. This Governance document is subject to change without notice.

VOLUNTEER LEADERSHIP

Purpose of the Volunteer Leadership

The OCP’s Board of Directors (http://www.opencompute.org/about/board/) approves the formation of the Open Compute Projects, reviews the charters for each project and appoints the initial Project Committee chairs (PCC) also known as Project Lead(s) and the initial Incubation Committee Representative (ICR). The OCP Community requires a standard by which the project communities can govern themselves with oversight from the OCP Foundation and its employees. Leadership Positions are defined as the following: ● Board Director Seat, ● Incubation Committee Representative (ICR), ● Project Lead (PL), and ● Leader of an approved OCP Regional Community Leadership Positions are not appointed or given to individuals or organizations based on their membership level, but must go through the nomination and election process. The limitations for the number of leaders per organization is based on membership levels.

Election Terms

PL(s) and the ICR are elected by the community for a period of 2 years. Restrictions: • No one organization can have more than three people in a Leadership Position at any one given time. ● No one person can hold more than one Leadership Position at a time. ● The number of Leadership Position seats that can be held by an organization is dependent on membership level, and other requirements as set forth in the Tiered Membership requirements and Benefits Policy.

Project Lead (PL)

Each project will have at least one PL. Under special circumstances, the project community may elect 2 co-leads to serve jointly for the project. PL(s) will be elected for a term of 2 years. The current term is June 1st of Year 1 through to June 1st Year 2.

Incubation Committee (IC)

The Chair and Vice Chair positions on the IC will continue to be appointed positions. The OCP Foundation Board will appoint these positions, which are excluded from leadership limits. The ICR will be an elected position for a two (2) year term. The current term is June 1st of Year 2 through to June 1st Year 4. These elections and subsequent terms alternate annually with the PL terms. Each project will have one IC Representative (ICR).

Current Election Timelines

Project Lead Elections

2018 Regular election start - nomination process to begin June 2018. Voting process to begin July, 2018. Project Leads to be announced August, 2018.

IC Elections

Regular Election for IC was just concluded in Aug 2017. Next IC Election is slated for June 2019.

Eligibility

To be eligible to serve as a PL or ICR the following must apply: a. Project Lead (PL) All OCP Corporate Members at the Silver, Gold, or Platinum level are eligible to nominate someone from their organization to become a PL. Community Level Corporate Members are eligible to nominate someone from their organization only if their organization has made a valid Contribution to OCP.

b. Incubation Committee Representative (ICR) An individual nominated to become an ICR must belong to a Silver, Gold or Platinum Level Member. Community Level Corporate Members are not eligible to nominate or serve on the IC.

c. Limitations No one person can hold more than one Leadership Position at any given point in time regardless of membership level. Organizations can only hold one seat at a time on each individual governing body at a time. For organizations who can hold more than one Leadership Positions, these positions need to be split across the governing bodies.

Nominations

Typically the nomination phase opens 6 weeks prior to the expiration of term. A blog post will be published on the OCP website when the nomination phase opens. In that post, a web form link will be included. The web form will not be available until that phase of the election is open.

Voting

PL

To vote for a PL, individuals must be an OCP Corporate Member at the Community, Silver, Gold, or Platinum level. Foundation employees and OCP Board of Directors are also eligible to vote for the PLs.

ICR

To vote in an IC election an organization must be an OCP Corporate Member at the Silver, Gold or Platinum Member. Based on the organization's Corporate membership level, number of voting keys will be distributed. The Member’s organization will determine which individuals the keys will be sent to. Keys are given out as such: ● Silver Members will receive 1 key; ● Gold Members will receive 2 keys; ● Platinum Members will receive 3 keys.

Special Circumstances

If a PL resigns from Current Corporate Member Organization

If an OCP project lead (PL) resigns from their position prior to the end of the term or if they can no longer fulfill their duties, then the organization that the PL belongs to can put a name or names forward to replace the person who is stepping down. The IC will then vote to accept this replacement. If the vote is accepted, the replacement will hold the seat until the PL next election. If the IC rejects the replacement, then the Foundation staff will send a “Call for Nominations” to the existing OCP Corporate Members to nominate a PL for the interim. A vote will be held by the IC Committee and the winner of the vote will be appointed as the new PL for the interim term. If the OCP Project is running with two co-leads and one of the co-leads leaves his Corporate Member Organization, the remaining co-lead will become the new PL until the next PL election.

If a PL resigns from Corporate Member Organization and the organization is no longer an OCP Member

If one or both OCP Project Leads (PL) leave his current organization and the organization is no longer an OCP Member, the organization has the option to renew their membership and then nominate an alternative staff member to fill that interim PL role until the next PL election. If the organization opts not to renew their membership to OCP, a special election will be required. The Foundation staff will send a “Call for Nominations” to the existing OCP Corporate Members to nominate a PL for the interim. A vote will be held by the IC Committee and the winner of the vote will be appointed as the new PL for the interim term. If one or both OCP project leads (PL) leave his current organization and the organization has decided not to renew their membership, the PL has the option to approach their new organization for a Corporate Membership opportunity at the Silver, Gold, or Platinum Level. If their new organization becomes an OCP Corporate Member at the Silver, Gold, or Platinum level, the PL can continue to serve until the next PL election.

If a ICR resigns from Current Corporate Member Organization

If an OCP ICR resigns from their position prior to the end of the term or if they can no longer fulfill their duties then current Corporate Member organization can put a name or names forward as replacements. The Incubation Committee will then vote to accept this replacement. If the vote is accepted, there will be no special election and the replacement will hold the seat for no more than one (1) year or until the next IC election whichever is shorter. If the IC rejects the replacement then a special election will be called. Whomever wins the special election will hold the position until the next election.

If a ICR resigns from Corporate Member Organization and the organization is no longer an OCP Member

If the ICR leave his current organization and the organization is no longer an OCP Corporate Member, the organization has the option to renew their membership at a Silver, Gold, or Platinum level and then nominate an alternative staff member to fill that interim IC role until the next IC election. If the organization opts not to renew their membership to OCP, a special election will be required. The Foundation staff will send a “Call for Nominations” to the existing OCP Corporate Members to nominate a IC for the interim. A vote will be held and the winner of the vote will be appointed as the new IC for the interim term.

If a Corporate Member opts not to renew or downgrades their membership level

If a Corporate Member opts not to renew their membership to OCP and holds a PL or IC Leadership Position, they will be required to immediately step down from this leadership position. The Corporation will be informed of this requirement and will have 30 days to renew their membership at the same or higher level. If a Corporate Member opts to downgrade their membership to a Community Level and holds an IC or PL Leadership Position, the IC will be required to step down from that position. The Corporation will be informed of this requirement and will have 30 days to get their organization to renew their membership at the Silver, Gold, or Platinum level. If renewal has not occurred, OCP will inform the Member of this requirement and they will have 3 months or the next election, whichever is shorter to step down. If there are more than 3 months to the next election, the Foundation will call for a “Special Election” to fill that position in the interim, until the next election.

Amended Policies and Procedures Effective March 1, 2018

Effective March 2, 2018, OCP has amended its Tiered Membership Requirements and Benefits Policy (“OCP Tiered Membership Policy”) Under the terms of the OCP Tiered Membership Policy as amended, any changes to membership requirements involving increased annual membership dues or other added/increased membership requirements (discussed more below) will not be effective for existing Members (Members prior to March 1, 2018) until after your next annual payment. However, all other revised terms are effective March 1, 2018. Please make a note of these changes for your records.

Contributions

OCP will be accepting all types of Contributions in 2018 and beyond to participate in OCP and fulfill membership requirements. We realize that our Members are utilizing OCP solutions in many different ways and we would like to hear more about their experiences and their expertise. Here are the various different types of Contributions and associated credit allocation.

Contribution Credit Structure

Contribution Credit Structure

Type	Pre-Requisites	Contribution Requirements
OCP Accepted™ Product	One Specification or one Design Package • Each Spec and/or Design Package must meet 3 out of 4 OCP Tenets • Each Spec must have one 1 identified supplier with readily available product within a reasonable amount of time (120 days). • Each Design package must have one 1 identified supplier with readily available product within a reasonable amount of time (120 days) and the supplier must apply for the OCP Product Recognition Program (OCP AcceptedTM Logo).	1 Credit
OCP Accepted™ Product	5 OCP AcceptedTM Product SKUs. • Must be based on an approved OCP Spec. • Must meet 3 out of 4 OCP Tenets • Each SKU must carry the OCP AcceptedTM logo. • Each SKU must be readily available within 120 days and be visible on Supplier’s website for purchase.	5 SKUs = 1 Credit
OCP Inspired™ Product	5 OCP InspiredTM Product SKUs. • Must be based on an approved OCP Spec. • Must meet 3 out of 4 OCP Tenets • Each SKU must carry the OCP Inspired™ logo. • Each SKU must be readily available within 120 days and be visible on Supplier’s website for purchase.	5 SKUs = 1 Credit
Reference Architechures	A documented and tested solution comprising: - Two or more unique tested configurations (see below) - Two or more unique OCP AcceptedTM Product SKUs. - > 50% content use of Orderable SKUs. - Contributor must provide product test documentation, certification info, and configuration details about the reference architecture and warrants that the reference architecture works as documented. - OCP may promote the Contribution of reference architectures via the OCP Marketplace.	Case Dependent (0.5-1 Credit per item)
Tested Configurations	A documented and tested configuration using an OCP InspiredTM or OCP AcceptedTM Product and configured with additional hardware and operating system software and application software (specific use) - Testing plan/results, configuration details must be provided. - Contributor warrants tested configuration will work in the defined use case and can provide support service. - Contributor responsible for accuracy of info. - OCP may promote the Contribution of tested configurations via the OCP Marketplace.	10 tested configurations = 1 Credit
White Papers & Case Studies	A white paper or case study explaining details of your use of OCP Accepted™ or OCP Inspired™ Products within your infrastructure. The white paper or case study must demonstrate 2 or more OCP Tenets and be accepted by the Foundation and IC Committee along with the appropriate agreements. OCP shall be allowed to promote this on the OCP website or promotional materials.	Case Dependent (0.25-1 Credit per item)
Educational Videos or Quotable References or OCP-centric Technology Seminars	OCP may approve the following items with proper authorization and technical validation. The below items must utilize of at least 2 OCP Tenets.	Case Dependent (0.5-1 Credit per item)
Organized Plug-fests or Engineering Workshops	Educational Videos for use of OCP Products or Reference Architectures - Testimonials and quotable customer references for relevant OCP Products, Test Configurations and Reference Architecture - Technology Seminars, when promoting the use of OCP Products, Test Configurations and Reference Architecture - OCP shall be allowed to promote this on the OCP website or promotional materials. Contribution Requirements for Silver/Gold/Platinum Members With many different ways to get credit for Contributions, it is easier to participate and make submissions. Contributions will be tracked on a regular basis with check-ins at 3-month intervals. This will allow plenty of touchpoint reminders and assistance to ensure Contribution requirements are going to be met. Annual Requirement: Silver – 0 Contribution Gold – 1 Contribution per year Platinum – 2 Contributions per year 3. Criteria for Contribution Submission All Submissions must have the following before it is presented to the Project Community: • Signed Membership Agreement • Signed Logo Usage Agreement (as needed) • Signed CLA (OCP or OWF) • Signed Copyright License Agreement • Checklist Initiated 4. Process for Contribution Approval by OCP All Contribution submissions will follow the same process: 1. Presentation of preliminary submission to the Project Community via Project Leader(s). a. Presentationatmonthlymeetings,engineeringworkshops,OCPSummit,etc.. b. Format can be .ppt proposal or a preliminary specification (see OCP Specification Template). c. All submissions must include the licensing language. (see License section in OCP Specification Template). 2. Feedback and collaboration a. Community will provide their feedback on relevance and impact from/by the Community b. Feedback may be incorporated in subsequent version of the document or spec. 3. Checklist a. WiththehelpofthePL/IC/Foundation,thechecklistneedstobecompleted. b. Checklist ensures contracts are completed. c. Checklist ensures submissions meet the requirements. 4. Review with Project Leads and Incubation Committee a. PresentationtotheIC(seeOCPICReviewTemplate) b. Completed Checklist c. Final documents are complete d. OCP Tenet review 5. Vote into the OCP Ecosystem a. Votingwillbeforapprovalofsubmissions b. Votingwillbeforcreditallocation. 6. Publish to the Marketplace a. AllapprovedspecsanddesignswillbepublishedtotheMarketplace. b. All recognized products will be published to the Marketplace only if the Supplier is an OCP Solution Provider. Supplier must provide pictures, SKU# and a landing page for the OCP recognized product. 5. Contribution Annual Opt - Out Option for Gold/Platinum Although the Community and the Foundation would really benefit from the plethora of Contributions detailed in the new Contribution Structure, we do understand that not all our Members will be able to meet their Contribution requirements every year. Both Gold and Platinum Members can opt-out of their annual Contribution requirements for a non-refundable financial donation. The Opt-out Option can be initiated at the start of membership cycle or at renewal. The Contribution Opt-Out fee is $30,000 USD per Contribution. It is non-refundable and will be invoiced in conjunction with the membership dues. Contribution Opt-Out Fees: Gold - $30,000 USD per Contribution Platinum - $30,000 USD per Contribution 6. Non- Compliance of Contribution Requirements Non-compliance of the requirements will result in the lowering of the existing Tiered Membership level to the next lower tier. If Contribution requirements are not met by a Gold or Platinum Level Members within a year of the annual membership payment, they will not be allowed to remain at the Gold or Platinum level until the Opt-Out fee(s) are paid. Once the Opt-Out fee is made, the appropriate tier will be reinstated. Consistent non-compliance will result in renewal at only the Silver level. Members can only achieve upgrades to higher tiers upon meeting the appropriate Contribution requirements and no refund will be issued for membership fees already paid. Sponsorship of OCP Events a. Sponsorship of OCP Events for Silver, Gold, and Platinum Members OCP will no longer be tracking hours for Gold and Platinum Members. As participation from our Corporate Members extends globally across multiple divisions and our membership grows, this is becoming increasingly more difficult to track. Instead, OCP is asking for Silver, Gold and Platinum Members to sponsor collaboration events that we host throughout the year. OCP Summit and corresponding events are not included. Events include engineering workshops, plug-fests, seminars, technology days, etc. that OCP conducts independently or in conjunction with a conference or partner. The value of the sponsorship is estimated to be $5,000 USD per event. Tiered Members can provide support for these events, including: ● Venue ● Services such as food, beverage or audio/video ● Promotional giveaways ● Hardware donations for OCP InspiredTM or OCP AcceptedTM Products if applicable. b. Annual Non-Summit Event Sponsorship Requirement for Silver, Gold, and Platinum Members Silver - Gold - Platinum - Required to support a minimum of 1 Non-Summit event Required to support a minimum of 2 Non-Summit events Required to support a minimum of 3 Non-Summit events c. Non-Compliance of Sponsorship Requirements Non-compliance of the requirements may result in the lowering of the existing Tiered Membership level to the next lower tier, until the requirements are met. Once the requirements are met, the appropriate tier will be reinstated. Consistent non-compliance will result in renewal at only the Silver level. Members can only achieve upgrades to higher tiers upon meeting the appropriate requirements although no refund will be issued for membership fees already paid. Opt-Out for Sponsorship: Although OCP would prefer our Tiered Members sponsor these events in some way, we do understand that not all our Members will be able to meet some or all of these requirements every year. In lieu of sponsoring an event, an Opt-Out fee of $5,000 USD can be made per event, and will satisfy the event sponsorship requirement. ELECTION TERMS PROJECT LEAD (PL) INCUBATION COMMITTEE (IC) CURRENT ELECTION TIMELINES PROJECT LEAD ELECTIONS IC ELECTIONS ELIGIBILITY PROJECT LEADS INCUBATION COMMITTEE REPRESENTATIVE (ICR) LIMITATIONS NOMINATIONS VOTING PL ICR SPECIAL CIRCUMSTANCES IF A PL RESIGNS FROM CURRENT CORPORATE MEMBER ORGANIZATION IF A PL RESIGNS FROM CORPORATE MEMBER ORGANIZATION AND THE ORGANIZATION IS NO LONGER AN OCP MEMBER IF A ICR RESIGNS FROM CURRENT CORPORATE MEMBER ORGANIZATION IF A ICR RESIGNS FROM CORPORATE MEMBER ORGANIZATION AND THE ORGANIZATION IS NO LONGER AN OCP MEMBER IF A CORPORATE MEMBER OPTS NOT TO RENEW OR DOWNGRADES THEIR MEMBERSHIP LEVEL CONTRIBUTIONS CONTRIBUTION CREDIT STRUCTURE EACH DESIGN PACKAGE MUST HAVE ONE 1 IDENTIFIED SUPPLIER WITH READILY AVAILABLE PRODUCT WITHIN A REASONABLE AMOUNT OF TIME (120 DAYS) AND THE SUPPLIER MUST APPLY FOR THE OCP PRODUCT RECOGNITION PROGRAM (OCP ACCEPTED™ LOGO) • MUST MEET 3 OUT OF 4 OCP TENETS • MUST BE BASED ON AN APPROVED OCP SPEC • MUST MEET 3 OUT OF 4 OCP TENETS 2. CONTRIBUTION REQUIREMENTS FOR SILVER/GOLD/PLATINUM MEMBERS 3. CRITERIA FOR CONTRIBUTION SUBMISSION ALL SUBMISSIONS MUST HAVE THE FOLLOWING BEFORE IT IS PRESENTED TO THE PROJECT COMMUNITY • SIGNED MEMBERSHIP AGREEMENT • SIGNED LOGO USAGE AGREEMENT • SIGNED CLA (OCP OR OWF) • SIGNED COPYRIGHT LICENSE AGREEMENT • CHECKLIST INITIATED 5. CONTRIBUTION ANNUAL OPT - OUT OPTION FOR GOLD/PLATINUM 6. NON- COMPLIANCE OF CONTRIBUTION REQUIREMENTS SPONSORSHIP OF OCP EVENTS SPONSORSHIP OF OCP EVENTS FOR SILVER/GOLD/PLATINUM MEMBERS ANNUAL NON-SUMMIT EVENT SPONSORSHIP REQUIREMENT FOR SILVER/GOLD/PLATINUM MEMBERS NON-COMPLIANCE OF SPONSORSHIP REQUIREMENTS