OpenFabrics Alliances Governing Documents and Policies Overview

OpenFabrics Alliances Governing Documents August 13, 2020

Document Suite Consists of: Statutory documents Bylaws Articles of Incorporation ( the Articles ) Policy documents Board Operating Policies IPR Policy Membership Policy Working Group Policy Membership Agreement No requirement to pass all at the same time 2 ISC 2013

A Guide to the Bylaws Three distinct groups of actors Promoter Members ( Statutory members ) Board of Directors Officers Each is treated separately and distinctly in the Bylaws Each is assigned specific roles and methods in conformance with California law To the extent reasonable, operating procedures have been moved to a separate Policy document Current draft is found at: https://downloads.openfabrics.org/WorkGroups/board/byla ws_and_policy/2020_bylaws 3 ISC 2013

Policy Documents Board Policy Under development Captures policy details extracted from the base Bylaws IPR Policy Ready for Membership review and possible Board action Membership Policy Outline exists, needs updating Working Group Policy Needs expansion and clean up Membership Agreement Probably needs a thorough review/re-write Drafts can be found at: https://downloads.openfabrics.org/WorkGroups/board/bylaws_and_ policy Not all drafts are available yet 4 ISC 2013

Document repo All documents, except Membership Agreements: https://downloads.openfabrics.org/WorkGroups/board/ bylaws_and_policy All documents are public Membership Agreements: https://downloads.openfabrics.org/WorkGroups/board/ corp_records/membership_agreements 5 ISC 2013

Proposed Sequence 1. Adopt new Bylaws, IPR Policy Begin formal approval process on 8/20, Hopefully completed by 10/15 2. Adopt new Membership Policy Need to haggle over fees, this is mainly a finance discussion 3. Draft new Membership Agreement Needs attention to being seeking new members Likely that current members will need to sign the new agreement 4. Board Policy document Rules of Order 5. Working Group Policy 6. Articles Not urgent but should be addressed. Suggest we allow Biddle Law to write these for us. 6 ISC 2013

Acknowledgements Thanks to the active participation of a small dedicated team of authors and editors: Michael Aguilar, John Byrne, Paul Grun, Doug Ledford, Bernard Metzler 7 ISC 2013

Backup 8 ISC 2013

Voteable - Process for Amending the OFAs Bylaws 1 of 2 Motion - The following shall be the process to be used for amending the Alliance s Bylaws: Proposed amendments shall be first discussed by the XWG Each proposed amendment is ratified by a majority vote of the BoD Before any action can be taken on a proposal, it must have been posted to the ofa_board mailing list no later than 72 hours prior to the meeting where action is requested The 72 hour rule can be waived by unanimous agreement of all those participating in the meeting. Any votes taken on such proposals are considered conditional for a 24 hour period following the close of the meeting, allowing those who did not participate in the meeting to raise an objection. If no objections are raised, the action is considered final and the topic is closed. Once closed, a 2/3 vote of the full Board is required to re-open a previously voted topic When all proposed amendments have been acted on by the BoD, the resulting Draft Amended Bylaws shall be circulated to Promoters for a thirty day review Comments, if any, are incorporated by the BoD to create a Final Draft The Final Draft is reviewed by OFA Counsel. Comments, if any, from counsel are considered by the BoD. This may result in a new thirty day Promoter review. BoD vote is taken to adopt the Final Draft Where we are today 9 #OFADevWorkshop

Voteable - Process for Amending the OFAs Bylaws 2 of 2 At the meeting of the Board, for any motion that has met the 72 hour rule, the process for debating the motion shall be: The chair calls for a reading of the motion The chair asks for a second. Lacking a second, the motion is defeated The chair asks for discussion Discussion may result in one or more amendments. Any offered amendments must be accepted by both the motioner and the second The chair calls the question, asks for a reading of the final motion, and a vote is taken At its discretion, the chair may call for a role call, or may ask if there exist any no votes or abstentions. Lacking any, the motion passes by unanimous acclamation. In the presence of any no votes or abstentions, a role call vote is taken. This motion requires a simple majority of the BoD Results: 12/15/16 Discussed and voted at the 12/15/2016 meeting. Friendly amendment: subject to legal review by OFA counsel Friendly amendment: The BoD vote to adopt the final draft shall be by majority vote. Motion passed by unanimous acclamation. 10 #OFADevWorkshop

Thank You ISC 2013