Skip to content

Latest commit

 

History

History
88 lines (52 loc) · 9.14 KB

CHARTER.md

File metadata and controls

88 lines (52 loc) · 9.14 KB

Introduction

This document describes the governance process for the AG2 Project. This document describes a staged MVG process, in which control over the AG2 Project migrates from AG2AI, Inc, which created the AG2 project, to the AG2 community. This staged migration is intended to create a community-first governance model while enabling AG2AI, Inc. to ensure stable management of the Project by creating a sustainable business to support the Project. Staged MVG Process

This is the policy for stewardship and development of AG2ai via the AG2ai Github Project (the "Project").

1. Mission

To become the go-to Open Source Operating System for AI Agents.

2. Technical Steering Committee

2.1 Purpose. The Technical Steering Committee will be responsible for all technical oversight of the Project.

2.2 Launch Stage. Beginning on ithe nitial release of the Project, the Technical Steering Committee will consist of three members, of which two will be designated by AG2AI, Inc. During this launch stage, the Technical Steering Committee will at all times include at least two members representing AG2AI, Inc. for everyone independent member from the community. AG2AI, Inc. may designate a single person to act as both of these members until an additional member is available.

2.3 Migration to Community Governance Stage. The launch stage Technical Steering Committee will create a set of milestones to determine the pace of migration to community governance. These milestones will be re-evaluated and published by the Technical Steering Committee each calendar year. Milestones may include, for example, the number of contributors or contributions. Upon achievement of those milestones, the Technical Steering Committee will transition to the community management stage, which may involve the creation of an independent foundation for the Project or having the Project join an existing foundation that stewards open-source software projects. During that stage, AG2AI, Inc. will continue to have the right to designate no less than one Technical Steering Committee member. AG2AI, Inc. may at any time but is not obligated to, cede its right to nominate Technical Steering Committee members.

2.4 General. The Technical Steering Committee members are listed in the technical steering committee.md file in the repository. Voting members may be removed by a 3/4 vote of the Technical Steering Committee; however, at any time when there are only two members on the Technical Steering Committee, unanimous consent is required on any decision regarding changing (adding or removing) a Technical Steering Committee member. The Technical Steering Committee will appoint a Chair responsible for organizing Technical Steering Committee activity. A Chair can be removed by a 3/4 vote of the Technical Steering Committee.

3. Voting

3.1. Decision Making. The Technical Steering Committee will strive for all decisions to be made by consensus. While explicit agreement of the entire Technical Steering Committee is preferred, it is not required for consensus. Rather, the Technical Steering Committee will determine consensus based on their good faith consideration of a number of factors, including the dominant view of the Technical Steering Committee and the nature of support and objections. The Technical Steering Committee will document evidence of consensus in accordance with these requirements. If consensus cannot be reached, the Technical Steering Committee will make the decision by a vote.

3.2. Voting. The Technical Steering Committee Chair will call a vote with reasonable notice to the Technical Steering Committee, setting out a discussion period and a separate voting period. Any discussion may be conducted in person or electronically by text, voice, or video. The Technical Steering Committee will inform the AG2 community about the substance of those discussions. In any vote, each voting representative will have one vote. Simple majority or 3/4 majority requirements will be calculated excluding any representative that abstains from the vote. Except as specifically noted elsewhere in this Charter, decisions by vote require a simple majority vote of all voting members. However, at any time when there are only two members on the Technical Steering Committee, unanimous consent is required on any decision regarding changing (adding or removing) a member from the TSC.

3.3 Major Decisions. Major decisions regarding the Project may be made only with the approval of AG2AI, Inc. Major decisions include:

  • Changing the core architecture of the Project
  • Changing the mission of the Project
  • Setting or changing the license for the Project
  • Changing the Trademark Policy for the Project in any material way
  • Changing the Antitrust Policy for the Project in any material way
  • Commercial monetization strategy for the Project

Amendments to this charter, the antitrust policy, the trademark policy, or the code of conduct may only be made by a 3/4 majority of the Technical Steering Committee and the approval of AG2AI, Inc.

4. Termination of Membership

In addition to the method set out in section 2.4, the membership of a Technical Steering Committee member will terminate if any of the following occur:

4.1 Resignation. Written notice of resignation to the Technical Steering Committee.

4.2 Unreachable Member. If a member is unresponsive at its listed handle for more than one month, the Technical Steering Committee may vote to remove the member.

4.3 Violation of CoC. If a member violates the Project’s Code of Conduct, and the Steering Committee elects to terminate the member based on that violation.

4.4 Replacement. In the case that a Technical Steering Committee member’s membership is terminated (a) in the case of a member appointed by AG2AI, Inc., AG2AI, Inc. will appoint a new member, and (b) in other cases, the Steering Committee will seek guidance on nomination of members from the AG2 community, and appoint a new member, taking into account that guidance.

5. Trademarks

The use of any names, trademarks, service marks, logos, mascots, or similar indicators of source or origin and the goodwill associated with them arising out of the Project’s activities (the "Marks"), is governed by a trademark policy to be adopted by the Technical Steering Committee and posted publicly, the initial version of which is attached to this document: TRADEMARKS.

6. Antitrust Policy

The Technical Steering Committee is bound by the Project's Antitrust Policy, the current version of which is attached to this document ANTITRUST.

7. No Confidentiality

Information disclosed in connection with any of the Project’s activities, including but not limited to meetings, contributions, and submissions, is not confidential, regardless of any markings or statements to the contrary.

8. Project Criteria

In order to be eligible to be a Project repository, a repository must:

  • Be approved by the Technical Steering Committee.
  • Agree to follow the guidance and direction of the Technical Steering Committee.
  • Use only the following outbound licenses or agreements unless otherwise approved:
  • Use a suitable contribution license agreement, provided that AG2ai, Inc. may require a contribution assignment agreement for significant contributions.
  • Include and adhere to the Organization's policies, including the trademark policy, the antitrust policy, and the code of conduct.

9. Amendments

9.1 Amendments. Amendments to this charter may only be made by a 3/4 majority of the Technical Steering Committee and AG2AI. Inc.

10. Effect of this Document

This Charter expresses the general intent of AG2AI, Inc. for running the Project. However, AG2AI will not be liable for any lawsuit or claim alleging breach of contract or similar claims in connection with this Charter. There are no third-party beneficiaries of this Charter. AG2AI, Inc. may at any time elect to discontinue the Project or to transfer the stewardship of the Project to an open-source foundation or other organization. Technical Steering Committee members and others must not rely on this Charter as a binding legal commitment.

This process applies to the AG2 Project only. AG2AI, Inc. and other participants in the Project may create their own commercial offerings using the Project, subject to applicable intellectual property rights.


This policy is based on the MVG governing protocol provided by Github (https://github.com/github/MVG) created by GitHub and Licensed under the CC-BY 4.0 License(https://creativecommons.org/licenses/by-sa/4.0/). Changes Copyright 2024 AG2AI, Inc.