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1. Mission of the OpenAPI Initiative

The OpenAPI Initiative (“OAI”) provides an open source community, within which industry participants may easily contribute to building vendor-neutral, portable and open specifications for providing technical metadata for APIs – such as the “OpenAPI Specification” (collectively, “Specifications”) – and supporting tooling for validating the integrity of the specifications or instantiations of it. The OAI is as such not intended to be a destination for community/consumer-focused tooling outside of the specification itself.

2. Membership

  1. The OpenAPI Initiative shall be composed of:
    • organizational members (“OAI Members”) that have executed an OAI Membership Agreement to sponsor the activities of the OAI Community
    • a Business Governance Board (BGB);
    • an open source, Technical Steering Committee (“TSC”), open to any participant, whether an OAI Member or not; and
    • a Technical Oversight Board (“TOB”).
  2. OAI Members shall be entitled to:
    • participate in OAI Business Governance Board meetings, OAI initiatives, and any other activities sponsored by the OAI;
    • identify their company as a member or participant in the OAI;
    • use any approved OAI membership logo in compliance with guidelines established by the OAI Business Governance Board; and
    • vote in decisions of the OAI Business Governance Board as detailed in Section 3.
  3. Non-profit organizations and other entities that are Associate Members of the Linux Foundation may join as “OAI Associate Members”. If the Associate Member is a membership organization, Associate Membership in the OpenAPI Initiative does not confer any benefits or rights to the members of the Associate Member.

3. Business Governance Board

  1. The Business Governance Board shall be composed of one representative appointed by each OAI Member. A member may appoint an alternative representative for any meeting. Alternative representatives are limited to those within the same company as the OAI Member. For the avoidance of doubt, references to “representatives” in Section 3.d. include appointed alternative representatives.
  2. Business Governance Board meetings may be held in-person or via electronic conferencing.
  3. Business Governance Board meetings must be called at least 2 weeks in advance for face-to-face meetings and one week in advance for teleconferences or remote meetings.
  4. Quorum for holding meetings shall be established when a simple majority of Business Governance Board representatives are present so long as at least five representatives are in attendance. Any Business Governance Board representative who fails to attend, and for whom an appointed alternative representative does not attend, two consecutive Business Governance Board meetings will not be counted for purposes of determining quorum requirements as of the third consecutive meeting and until they next attend a Business Governance Board meeting.
  5. The intention is for the OAI to operate by consensus. However, if consensus cannot be achieved, the Business Governance Board will vote on a decision. Votes either at meetings, via email or electronic voting service, shall be based on a one vote per member basis, requiring a simple majority of votes cast to pass, provided, however, that if the matter in question relates to any aspect of the Project’s budget, OAI Associate Members will not have a vote on such matter and will not count for purposes of quorum on such matter. An abstain vote equals not voting at all.
  6. At any time a vote may be conducted via email or electronic voting service and pass with a simple majority of OAI Members voting in favor.
  7. The Business Governance Board is intended to provide a minimalist governance structure around the development and use of the OAI trademarks and shall only be responsible for:
    • creating and maintaining OAI trademarks associated with the OAI and Specifications.
    • establishing and executing a certification program defining the terms for using any OAI trademark(s).
    • establishing non-discriminatory guidelines and principles defining the terms for using any OAI trademark(s)
    • approving the use of OAI funds for specific trademark enforcement actions, if any, that may arise;
    • approving a budget directing the use of funds raised from all sources of revenue;
    • electing a Chair of the Business Governance Board to preside over meetings, set agendas, authorize budgeted expenditures and managing any day-to-day operations;
    • voting on decisions or matters before the Business Governance Board; and
    • establish ad-hoc committees to resolve a particular matter or establish additional committees, in support of the mission of the Directed Fund.
  8. Any certification program established by the OAI Business Governance Board must support a vendor-neutral process and requirements, including, the ability for solutions to be certified on multiple operating systems and usable in multiple environment implementations.
  9. Any issues that cannot be resolved by the Business Governance Board shall be referred to The Linux Foundation for resolution.
  10. For avoidance of doubt, OAI membership does not convey any rights to directly influence the technical direction of the project. That influence will come through contribution to Specifications as defined by the Technical Steering Committee.

4. Technical Steering Committee (“TSC”)

  1. The OAI has established a technical project for an open source Technical Steering Committee. The TSC shall be open to any developer, end user or subject matter expert that chooses to participate in the activities of OAI, regardless of whether the participant is employed by an OAI Member company. Influence on the evolution of the Specifications comes by engaging with the TSC in technical discussions and by contributing to the project.
  2. The TSC has an established scope of work focused on:
    • Creating and maintaining the Specifications
    • Ensuring the Specifications incorporate and aligns to the OAI Values
    • Engaging end users for feedback or input on the Specifications
    • Ensuring the Specifications and any contributions adhere to the OAI IP Policy
    • Establishing a publicly communicated process for evolution of the Specifications
    • Approving releases of the Specification
    • Creating, maintaining and following governance guidelines for the TSC, including:
      1. the establishment of roles (e.g. Maintainer, Contributor) and each roles’ responsibilities,
      2. the process or requirements to take on a role in the TSC (e.g. how to become a Contributor, or how to become a Maintainer),
      3. the process by which participants in the TSC may give up or be revoked of their roles (e.g. how to remove Maintainers);
      4. the rules for decision making in the TSC; and
      5. any workflow or processes participants are expected to follow in making or merging contributions.
    • Referring any issues to the Technical Oversight Board that deal with failure to follow established technical governance or conflicts that cannot be resolved within the TSC.
    • Any issues of non-compliance with the OAI IP Policy shall be immediately referred to The Linux Foundation.
  3. The maintainers and contributors shall set the technical direction of the Specifications, with minimal interference by the Technical Oversight Board.
  4. The TSC will only accept influence through contributions; the primary means for any organization to influence the technical direction of the Specifications is via contribution or service as maintainers. OAI Members specifically disclaim any right to influence technical direction either on the basis of their financial contributions or their existence as OAI Members.
  5. The maintainers of the TSC shall be those listed in the MAINTAINERS file in the project repository, available in the top level of the code repository.

5. Technical Oversight Board (“TOB”)

  1. The TOB is responsible for managing conflicts, violations of procedures or guidelines and any cross-project or high-level issues that cannot be resolved in the TSC for the Specifications. The TOB shall also be responsible for adding, removing or re-organizing OAI Projects. The TOB shall not dictate or interfere with the day-to-day work of individual OAI Projects or their decisions.
  2. The TOB shall operate transparently with any discussions and mailing lists open to the community. The TOB may choose to set up a private discussion or mailing list if a situation warrants a private discussion (e.g., removing a TOB member), but the general expectation is that the TOB’s discussions and decisions are open to the OAI Community. If a decision is made in private, the TOB shall be responsible for notifying the OAI Community of the decision and rationale.
  3. The TOB shall be composed of individuals elected for their expertise and contribution to the advancement of API-related technologies. Anyone may be elected to the TOB, regardless of whether the individual is employed by an OAI Member or an OAI TSC participant. It is intended that TOB members shall be technical experts that are considered thought leaders in the ecosystem. An elected TOB member is elected as an individual and not as a representative of their employer. TOB members may not designate alternative representatives.
  4. TOB members shall be split into two groups, serving for a term of two years on a staggered basis, where one group is elected each year. The initial TOB will have four (4) TOB members who will only serve for a term of one year and three TOB members that serve for a term of two years.
  5. The TOB will follow the election procedures as determined by the TOB.
  6. One of the initial members of the initial group of three shall be appointed directly by SmartBear Software.
  7. Initial elections of TOB members shall be done using the Condorcet method through the Cornell online service (http://civs.cs.cornell.edu/). The TOB may change the methodology or service used in future elections via a two-thirds approval vote of the then-serving TOB.
  8. A TOB member may be removed with or without cause at a meeting called for that purpose by the members of the TSC that elected such member. Such member may be removed only if the number of votes cast to remove the member would be sufficient to elect the member at a meeting to elect such member. A TOB member may be removed, either with or without cause, by the Business Governance Board at any regular or special meeting.
  9. The TOB shall meet on an as-needed basis, in a timely manner after issues are directed to the TOB from the TSC. TOB meetings may be held in-person or via electronic conferencing.
  10. Issues referred to the TOB should be given appropriate time for TOB members to evaluate the issue, the positions of the TSC, the positions of users and sufficient time to explore compromise solutions. It is expected an appropriate review should require at least a two-week review period, though it is recognized some time-critical circumstances may call for a shorter review (e.g. security issues).
  11. Quorum for holding meetings shall be established when a simple majority of TOB members are present.
  12. Votes at TOB meetings shall pass with a simple majority vote, on a one vote per TOB member basis.
  13. At any time a vote may be conducted via email or electronic voting service and pass with a simple majority of all TOB members voting in favor.

6. Core Values
The TSC and TOB shall reflect and adhere to the following values for its activities and the Specifications:

  1. Open access: information on the OAI, its proceedings, this charter and the Specifications themselves shall be publicly available for viewing on the web.
  2. Collaborative: interested parties shall have the means to freely contribute ideas, solutions, commentary and other input to the evolution of the Specifications.
  3. Meritocratic and contribution driven development: influence on the development of the Specifications is based purely on the importance and merit of the contributions made.
  4. Pragmatic. The Specifications should prioritize to solve real world problems over supporting academic / abstract concepts.
  5. Extendable. The Specifications should allow domain-specific extensions to adhering definitions – enabling the use of the Specifications without having to be in conflict with their core functionality.
  6. Stable. The Specifications should evolve in a pace that allows adopters to support its functionality within a “reasonable timeframe”; its evolution should favor the aim to provide a stable foundation for API metadata over adding new functionality as any immediate needs arise.
  7. Intellectual Property Neutral: the Specifications must be available for use free of charge to members and non-members alike. This usage applies to commercial and non-commercial use by any individual organization complying with a set of non-discriminatory usage principles set forth by the Business Governance Board.

7. IP Policy

  1. All new inbound specification or code contributions to the OAI shall be made under the Apache License, Version 2.0 (available at http://www.apache.org/licenses/LICENSE-2.0) accompanied by a Developer Certificate of Origin sign-off (http://developercertificate.org);
  2. All outbound specifications or code will be made available under the Apache License, Version 2.0.
  3. All documentation will be received and made available by OAI under the Creative Commons Attribution 4.0 International License.

8. Antitrust Guidelines

  1. All members shall abide by The Linux Foundation Antitrust Policy available at https://www.linuxfoundation.org/antitrust-policy.
  2. All members shall encourage open participation from any organization able to meet the membership requirements, regardless of competitive interests. Put another way, the OAI shall not seek to exclude OAI membership based on any criteria, requirements or reasons other than those established as required of all members.

9. Budget

  1. The Business Governance Board shall approve an annual budget and never commit to spend in excess of funds raised. The budget shall be consistent with the non-profit mission of The Linux Foundation.
  2. The OAI Budget shall include funds for a part-time program manager to assist the OAI with project management, organizing meetings and assisting in driving initiatives of the Business Governance Board, TSC or TOB.
  3. The Linux Foundation shall provide regular reports of spend levels against the budget.
  4. The Linux Foundation shall have custody of and final authority over the usage of any fees, funds and other cash receipts.

10. Linux Foundation General Rules and Operations
The OAI shall:

  1. demonstrate plans and the means to coordinate with the open source project’s developer community, including on topics such as branding, logos, and other collateral that will represent the community;
  2. engage in a professional manner consistent with maintaining a cohesive community, while also maintaining the goodwill and esteem of The Linux Foundation in the open source software community;
  3. respect the rights of all trademark owners, including any branding and usage guidelines;
  4. engage The Linux Foundation for all OAI press and analyst relations activities;
  5. upon request, provide information regarding project participation, including information regarding attendance, to The Linux Foundation;
  6. engage The Linux Foundation for any websites directly for the OAI; and
  7. operate under such rules and procedures as may from time to time be approved by the OAI and confirmed by The Linux Foundation Board of Directors.

11. Amendments and Notice

This Charter may be amended by a two-thirds vote of the entire Business Governance Board, subject to approval by The Linux Foundation.

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