By-laws

Here you will find by-laws for Open AR Cloud's Governing Board, Advisory Board and Working Groups. OARCs other by-laws are in a process of review and refinement.

Governing Board

I. Principles

This document provides the protocols for the administration and governance function of the Open AR Cloud Association (OARC) Governing Board (GB).

II. Purpose

The purpose of the GB is to perform oversight, stewardship and ensure OARC is able to fulfill its mission and purpose in an effective, efficient and ethical way.

III. Role mandate and authority

The GB has the authority and responsibility to establish and continuously develop OARC’s main policies, structure, rules, strategies and plans as well performing the day to day management and decision making on behalf of the organization. The board is also responsible for the organization's financial planning, accounting and long term economic sustainability.

Authorized and mandated to perform the main executive role
Hold the responsibility for the finances
Day to day management and decision making
Investigate reports of misconduct and decide on appropriate actions in accordance with the organizational by-laws and code of conduct.
Develop organizational structure, rules & policies
Develop plans and strategies
Perform oversight and stewardship of all the the activities of the organization and making sure all parts of the organization are operating in alignment with our mission, policies and rules
Ensure OARC is able to continuously learn and improve
- by listening to advice of our Advisory Board, members and partners.
- by engaging with the wider community, especially with key stakeholders in the spatial computing sector.
Act as the main representative and advocates of OARC, our mission and purpose
Ensure OARC communicates effectively with the world
Ensure the work of OARC provides benefit to our Members, Partners as well as to the rest of the world

IV. Organizational Structure

Required officers and number of members: The GB shall be comprised of that number of directors and members as shall be determined from time to time by the GB after requesting and hearing the recommendation of the Advisory Board. The GB will have a Managing Director (equivalent to chair), Chief Financial Officer (CFO), and Secretary. The same person may simultaneously hold the role of CFO and Secretary. At the time of founding the GB has decided that the GB shall initially consist of no more than 12 members and no fewer than 5 members.

Founding Governing Board Members: At the founding of OARC, the GB is comprised of the founding Governing Board Members and the roles of Managing Director, Secretary and Chief Financial Officer has been nominated and elected from these members.

These are the Founding Governing Board Members and their roles:

Jan-Erik Vinje, Managing Director
Colin Steinman, Secretary and Treasurer
Christine Perey, Founding Governing Board Member
Steven Swanson, Founding Governing Board Member
Ori Inbar, Founding Governing Board Member
Arka Bala, Founding Governing Board Member
Michael Louka, Founding Governing Board Member

Selecting new Governing Board Members: The GB shall maintain an overview of the desired size of the GB, the need for recruitment and the expected skill-set of new candidates. The Advisory Board shall review and recommend to the GB candidates for nomination as members must have an appropriate mix of skills, knowledge and experience in business and an understanding of the industry and its relations to the wider society. GB members candidates must be able to commit the requisite time for all of the Board's business. The GB shall approve the final choice of each of the candidates. When a candidate has been nominated the GB shall hold a vote in a regular GB meeting as soon as they see fit.

Term: The term length for GB members shall be as determined from time to time by the GB after requesting and hearing the recommendation of the Advisory Board. Initially no maximum term length has been set.

V. Procedural Rules

By-Laws: The GB will adopt the initial bylaws contained in this document at an organizational meeting of the GB. The by-laws govern GB operation. By-laws require a two-thirds vote for adoption or change.

Meetings and quorum: A quorum shall consist of 2/3 of the GB members. The GB will meet at least 6 times per year. Written notice of upcoming meetings will be sent to Governing Board members at least 14 days in advance of a meeting.

Minutes: Minutes of each meeting will be kept. Copies will be provided by the Secretary and Board membership within two weeks after a meeting.

Dismissal: Members who are frequently absent without reasonable cause from meetings will first be warned and may later be asked to resign their seat if attendance does not improve. The Board will move to fill the position.

Public Announcements: While members are expected and encouraged to discuss the OARC or its services within the community, members shall not publicly report opinions expressed in meetings or publicly reveal opinions, plans or topics that has not been decided upon by the GB or reveal any other information related to OARC that the GB has not decided to share publicly.

Enforcing the CoC: As the organization's main authority the GB is ultimately responsible for ensuring that OARC’s Code of Conduct (CoC) is properly enforced. When enforcement cannot be handled by leadership closer to the offended party the GB may be called in to review and respond to reports of breach of the CoC according to the proper procedures.

Advisory Board

I. Principles

This document provides the protocols for the administration and governance function of the Open AR Cloud Association (OARC) Advisory Board.

II. Purpose

The purpose of this Advisory Board shall be to advise, assist, support and advocate for the OARC on matters that will strengthen our mission. The specific responsibilities: of the Advisory Board may include the following

Recruit new members into the organization
Provide technical review and feedback of proposed standards
Evangelize OARC’s mission, mandate, and privacy manifesto
Support the Governing Board by making key connections and introductions to prospect members, partners, media and sponsors
Attend meetings when appropriate and needed
Assist the Governing Board in setting priorities, including participating in ongoing planning activities of the ORAC
Help raise awareness and profile of OARC

III. Relationship of Advisory Board Members to OARC

It is the role and sole prerogative of the OARC to enact policy. The Advisory Board is expected to offer recommendations for improvement and to provide information relevant to policies which impact the members and OARC community.

IV. Advisory Board Members

Inaugural advisory board members shall be selected and appointed by the Governing Board.Subsequent advisory board members may be nominated for appointment by both the Governing Board and current advisory board members. Members shall represent a cross-section of the community and stakeholders.

Term: Advisory board member terms shall be two years. An individual board member shall serve no more than two consecutive terms unless the Governing Board decides otherwise. A former member may be re-appointed after a one-year absence from the board.

Composition: The Advisory Board shall consist of five (5) no more than nine (9) members. Positions and vacancies are filled as the Governing Board requires, specifically if there are specific areas of expertise required to meet the needs of the service population. There will always be at least one person on the Advisory Board who represents someone who work directly in the spatial computing industry.

VI. Procedural Rules

By-Laws: The Advisory Board will adopt by-laws at the organizational meeting of the Board. The by-laws govern Board operation. By-laws require a two-thirds vote for adoption or change. The Governing Board must approve all new by-laws before they can become effective.

Meetings: A quorum shall consist of a simple majority of appointed members. The Advisory Board will meet at least three times per year. Written notice of upcoming meetings will be sent to Advisory Board members at least ten days before a meeting.

Minutes: Minutes of each meeting will be kept. Copies will be provided by the Secretary and Board membership within two weeks after a meeting.

Recommendations and Reports: Advisory board recommendations and reports will be submitted in writing to the Governing board. Documents will include both suggested action and justification for suggestions. The Advisory board will respond/react to such recommendations/reports in writing.

Public Announcements: While members are expected and encouraged to discuss the OARC of its services within the community, members shall not report opinions expressed in meetings, nor shall they report independently on Advisory Board action.

Working Groups

I. Purpose

Working groups are intended to operate in a transparent and open way. The output of the working groups (WGs) need to be reviewed, and approved, rejected or revised through a clear and transparent process and is ultimately intended to be made freely available to all of humanity.

II. Handling of Intellectual Property

OARC primary goals related to IP

Make sure that the output of the working groups can be distributed to and benefit all of humanity
Clarify how participating members and partners can protect their intellectual property rights so that they are ensured that they can contribute safely and in compliance with IP policies.
Make sure participating members and partners respect a non-disclosure procedure until materials or output from WGs are cleared to be made publicly available.

Contribution of code
By default when members or partners participating in an OARC WG contribute code to a software project that is part of that WG’s effort, that code will be licenced under one of the most permissive licence types, such as the MIT licence or equivalent variants. Participants who would like to contribute code under other terms must declare such intents and propose an agreement with the WGC that may be approved or disapproved by the Governing Board.

Contribution of text (prose), illustrations, 3D-models, audio, video or any artwork
‍When members or partners participating in an OARC WG contribute such intellectual works as part of the effort of that WG, such work will be licenced in a way that makes it easy for everyone to build on that work. At a minimum the work should by default be licenced under Creative Commons Attribution-ShareAlike (CC BY-SA 4.0). However we encourage the use of public domain licences like the Creative Commons No Rights Reserved CC0. Participants who would like to contribute any works under other terms must declare such intents and propose an agreement with the WGC that may be approved or disapproved by the Governing Board.

Contribution by holders of patents that might become essential for an OARC standard or infrastructure service (FRAND TERMS)
OARC will not by default seek to develop technical standards. The prefered modus operandi is to reach out to or partner with existing standards development organizations and offer our collaboration when we discover the need to develop new or further develop existing standards. However, if an OARC working group determines that a standard is needed and existing standards development organizations are not willing or able to develop it, then we are willing to initiate such work. In such cases OARC’s stated policy for patents that originate from participating partners or members, that become essential for such a standard is that they by default will be under FRAND licensing.

Likewise when a patented technology owned by a partner or a member becomes essential for an infrastructure service provided by OARC where that service has been developed through the effort of an OARC WG and where the partner by their own accord has proposed or agreed to the use of said patent for the infrastructure service, then by default FRAND licencing will also apply for that patent.

Participants who would like to licence patents under other terms must declare such intents and propose an agreement with the Working Group Council that may be approved or disapproved by the Governing Board.

Non disclosure
Unless the rightful holder of IP has explicitly allowed it, no member or partner may disclose any IP that has been made known to them through participation in an OARC WG until the time when it may have been made public by the WG.

Requirement to make agreement with OARC
All WG members and partners must confirming electronically or otherwise that the member or partner accept the content of theese by-laws, the Code of Conduct and working group guidelines before the member or partner can participate in any working group activities.

III. Antitrust prohibition

No form of collusion or conspiracy to hinder the free competition amongst sellers in a market or industry may take place inside of OARC WGs or in any other activities organized by OARC. Violation of this regulation will result in termination of membership or partnership for the violators. It is paramount for the integrity of our work and mission that OARC does not provide a way for sellers to gain unfair advantage to the detriment of customers.

IV. Working Group Councils

Each working group has its own Working Group Council (WGC) that is intended to make its own autonomous decisions on how it should work to fulfill its mission as long as the general guidelines and by-laws for OARC working groups are adhered to.

Electing the members of the WGC
The members of the working group elects the seat holders of the WGC from the members of the working group during the formation of the working group, and then subsequently once every year during annual elections. If members of a WGC have to resign more than three months before the annual election and the WGC is reduced to less than the required 5 members, an extraordinary general assembly of the WG members should be held to elect enough new members to complete the WGC.

Structure, expectations, mandate and rules

There are a maximum of 12 and a minimum of 5 official seats in a WGC.
Each seat has one vote
The members are expected to attend regular WGC-meetings no less than one time per month
Elections and decisions of importance require that a quorum of at least ⅔ of the seat holders are present
When there is quorum of attendance (⅔ of seat holders) then a decision or election requires simple majority of the votes.
The meetings are intended to cover these topics:
- restate goals and report on progress
- review work performed by group (or subgroups) to dateachieve consensus
- approve proposed communications & publications
Minutes from all meetings shall be captured digitally and made public within 5 business days
- Normally the Secretary of the WGC holds the responsibility that the minutes be taken, edited and approved at the next WG meeting.The council as a whole is ultimately responsible for the completion of this task
The WGC may also ask the OARC Governing Board for permission to change or modify the purpose and goals of the working group

V. Roles of the Working Group Council (officers)

Chair
Vice-chair
Secretary

Each Working Group Council must elect and assign these roles from its Official Members.The position of Chair will be voted upon at least every 6th months. The Vice-chair may fill the role of Secretary.

VI. Member types

The following categories of members can participate in OARC working groups:

Official Individual Members
Official Partner Members
Associate Individual Members
Associate Partner Members

To promote a focused and effective contributions inside each WG an individual can at most be a member of two different WGs and may only hold an official seat in one of them. The activities of all WGs will be highly transparent. The working group chairs will meet regularly to align and synchronize their work. Also there will be other channels where members can communicate across groups (like Slack).

Official members:

Holds one of the 5-12 seats in the working group’s council
Is expected to attend council meetings on a regular basis
Can vote in the decisions and elections to WGC officers positions
Can be a candidate to a WGC officer role
All members have one vote each unless there is a tied or split vote.
In case of a tied or split vote, the Chair of the Working Group Council has two votes.
A partner member is represented by one individual at a time from the partner
When a partner member holds one of the Officer positions the individual representative must remain the same as long as the position is held. If the partner wants to send a new representative that has to be approved by a vote of the WGC.
An official partner Member needs to be a Partner or Founding Partner of OARC
The name of the current Chair, Vice-chair and Secretary as well as the other official members of the WGC will be made public.

Associate members:

Can vote on who will be official members of the WGC
Can be elected as an official member of the WGC in the inaugural meeting or the annual vote for the WGC council
Can send proposals to the WGC council and are eligible to get a written response on what the WGC decided
Can be publicly listed as members of the WG