OPENSYNBIO
ARTICLE 1. FOUNDATION:
1. 1 Statutory and regulatory disclosures:
The Synthetic Biology Open Computing Foundation, OpenSynBio, is registered in Paris, France as a non profit organization governed by the 1901 law on associations in France, as amended (the “Code”).
1.2 Law and Juridiction:
The Synthetic Biology Open Computing Foundation, OpenSynBio, is a non profit organization with registered address at:
OPENSYNBIO
STATION F - 5 Parvis Alan TURING
75013 PARIS
These terms and conditions shall be governed by and construed in accordance with the law of France.Any disputes relating to these terms and conditions shall be subject to the non-exclusive jurisdiction of the courts of Paris.
1.3 Duration:
The Synthetic Biology Open Computing Foundation, OpenSynBio, is a non profit organization whose life is unlimited.
ARTICLE 2. MISSION & VALUES:
2.1 Mission of the Synthetic Biology Open Computing Foundation:
The Synthetic Biology Open Computing Foundation, OpenSynBio, is a nonprofit non-stock Foundation (“Foundation”) whose mission is to make the use of computing technologies in the context of scientific research & development in Synthetic Biology ubiquitous. OpenSynBio, seeks to drive adoption of computing technologies in Synthetic Biology by fostering and sustaining an ecosystem of open source, vendor-neutral technologies. We democratize state-of-the-art computing technologies in Synthetic Biology and aim at making these innovations accessible for everyone.
2.2 Role of OpenSynBio:
OpenSynBio will serve a role in the open source community responsible for:
● Stewardship of the projects:
- Ensuring that the technologies are available to the community and free of partisan influence
- Ensure that the technologies’ brand (trademark and logo) is being cared for and used appropriately by members of the community, with a specific emphasis on uniform user experience and high levels of application compatibility
● Fostering the growth and evolution of the ecosystem:
- Evaluating which additional technologies should be added to meet the vision of building computing technologies for synthetic biology , and working to encourage the community to deliver them, and integrate them if and only if they advance the general agenda
- Providing a way to foster common technical standards across the entire industry
● Promotion of the underlying technologies including:
Events, conferences, marketing (SEM, direct marketing), training courses and developer certification
● Serve the community by making the technology accessible and reliable:
The foundation seeks to offer up a fully integrated and qualified build of all required computing technologies in Synthetic Biology.
2.3 Values:
OpenSynBio will strive to adhere to the following principles:
● Fast is better than slow:
The foundation enables projects to progress at high velocity to support aggressive adoption by users.
● Open:
The foundation is open and accessible, and operates independently of specific partisan interests. The foundation accepts all contributors based on the merit of their contributions, and the foundation’s technology must be available to all according to open source values. The technical community and its decisions shall be transparent.
● Fair:
The foundation will avoid undue influence, bad behavior or “pay-to-play” decision-making.
● Strong technical identity:
The foundation will achieve and maintain a high degree of its own technical identify that is shared across the projects.
● Clear boundaries:
The foundation shall establish clear goals, and in some cases, what the non-goals of the foundation are to allow projects to effectively co-exist, and to help the ecosystem understand where to focus for new innovation.
● Scalable:
Ability to support all scales of deployment, from small research environments to the scale of large research enterprises. This implies that in some deployments some optional components may not be deployed, but the overall design and architecture should still be applicable.
● Platform agnostic:
The specifications developed will not be platform specific such that they can be implemented on a variety of architectures and operating systems.
ARTICLE 3. MEMBERSHIP:
3.1 Members:
The Foundation shall have five (5) classes of members (“Members”) as defined in more detail below:
● Individual,
● Community,
● Silver,
● Gold,
● Platinum.
The Board of Directors shall have the authority to create a new class of members but such class shall not have a vote for a member of the Board of Directors to represent such class or a vote on any other matter. If the Board of Directors desires to provide the new class with a vote for a member to represent such class or provide a vote by the new class on any other matter, such rights would require an amendment of the Bylaws.
3.2 Registration & admission criteria:
All member applications will be reviewed by the President of OpenSynBio, who will decide whether to accept or not the applicant and classify it accordingly into the right OpenSynBio membership.
There shall be no limit on the number of members.
3.3 Termination:
3.4 Membership:
OpenSynBio shall be composed of Individual, Community, Silvern Gold and Platinum member participants as defined hereunder:
● Individual members shall be entitled to:
Individual Members may be any natural person who has an interest in the purpose of the Foundation.
● Community members shall be entitled to:
(a) Community Members in OpenSynBio shall be entitled to coordinate and drive activities important to users of OpenSynBio as consumers for which the Foundation was designed. Any member or non-member who is a Community Member shall be invited to participate. The Community Members are expected to help provide input to the Technical Committee and OpenSynBio community on topics relevant to users.
(b) The Community Members shall elect an Community Advisory Board and its representative in the Board of Directors.
(c) Community Members will be approved by the OpenSynBio Executive Director, or if none exists, The OpenSynBio Chair of the Board of Directors.
● Silver members shall be entitled to:
- Get the chance to build and contribute to open-source public projects defining the standards of computing for Synthetic Biology
- Get premium access to a fully private and customed Cloud and A.I. environment to support your research and developments.
- Get premium engagement with our OpenSynBio community with hight placement visibility on all our media online and offline
- Full access and speaking opportunities to the SynBio Open Computing Foundation Summit
● Gold members shall be entitled to:
- Get a representative within our Technical Working Group
- Get the chance to build and contribute to open-source public projects defining the standards of computing for Synthetic Biology
- Get premium access to a fully private and customed Cloud and A.I. environment to support your research and developments.
- Get premium engagement with our OpenSynBio community with hight placement visbility on all our media online and offline
- Full access and speaking opportunities to the SynBio Open Computing Foundation Summit
● Platinum members shall be entitled to:
- Get a representative within the OpenSynBio Governing Board
- Get a representative within our Technical Working Group
- Get the chance to build and contribute to open-source public projects defining the standards of computing for Synthetic Biology
- Get premium access to a fully private and customed Cloud and A.I. environment to support your research and developments.
- Get premium engagement with our OpenSynBio community with hight placement visibility on all our media online and offline
- Full access and speaking opportunities to the SynBio Open Computing Foundation Summit
ARTICLE 4. GENERAL ASSEMBLY:
ARTICLE 5. GOVERNING BOARD:
5.1 Governing Board:
(a) The OpenSynBio Governing Board will be responsible for marketing and other business oversight and budget decisions for the Foundation. The Governing Board does not make technical decisions for the Foundation, other than working with the Technical Committee to set the overall technical scope for the Foundation.
(b) The Governing Board will address business matters including:
● adopting the overall scope for OpenSynBio in consultation with all stakeholders;
● defining and enforcing policy regarding the use of the trademarks and copyrights of the foundation;
● directing marketing, including evangelism, events and ecosystem engagement;
● creating and executing a brand compliance program, if desired;
● overseeing operations and qualification efforts; and
● fundraising and financial governance overall;
(c) Composition:
The Governing Board voting members shall consist of Member Community Representatives and Technical Community Representatives:
● Member Community Representatives consist of:
- one representative appointed from each Platinum member; and
- the Individual, Community, Silver and Gold member elected representatives
● Technical Community Representatives consist of:
a. the TOC Chair, and
b. two Committers elected from the OpenSynBio Projects under a process approved by the then-serving Governing Board.
The Governing Board may extend a Platinum membership at the Silver Membership Scale rates on a year-by-year basis for up to 5 years to startup companies with revenues less than $50 million that are deemed strategic technology contributors by the Governing Board.
Only one person from a group of Related Companies may serve as a Member Representative. Only one person from a group of Related Companies may serve as a Technical Community Representative.
(d) Responsibilities:
● approve a budget directing the use of funds raised from all sources of revenue to be used for technical, marketing or community investments that advance the mission of OpenSynBio;
● elect a Chair of the Governing Board to preside over meetings, authorize expenditures approved by the budget and manage any day-to-day operations;
5.2. Chair of Governing Board:
(a) The Chair of the Governing Board shall be elected to a three(3)-year term by the Governing Board.
(b) The Chair of the Governing Board shall be elected to the position and a Condorcet vote shall be run using the Condorcet-IRV method through the Cornell online service (https://civs.cs.cornell.edu/).
● vote on decisions or matters before the Governing Board;
● define and enforce policy regarding intellectual property (copyright, patent or trademark) of the foundation;
● direct marketing and evangelism efforts through events, press and analyst outreach, web, social and other marketing efforts;
● oversee operations and qualification efforts;
● establish and oversee any committees created to drive the mission of OpenSynBio;
● establish and execute a brand compliance program, if any, based on the OpenSynBio requirements, which may include a certification test, to use the brand marks established by the TOC;
● adopt guidelines or a policy for use of the trademark; and
● and provide financial governance overall.
5.3 Secretary of Governing Board:
5.4 Treasury of Governing Board:
ARTICLE 6. OFFICERS:
6.1 Executive Director:
The Chair of the Governing Board shall be elected to a two-year term. The Executive Director may call a special election as needed.
6.2 Marketing Committee:
(a) Composition:
The Marketing Committee will be open to all members to participate. A Chair of the Marketing Committee shall be elected to develop meeting agendas, moderate discussions and help the committee progress against its goals. The Marketing Committee shall seek consensus where possible. Any issues that cannot reach a Rough Consensus in the Marketing Committee shall be referred to the Governing Board.
(b) Responsibilities:
The Marketing Committee shall be responsible for designing, developing and executing marketing efforts on behalf of the Governing Board.
(c) If the Marketing Committee becomes too large to operate effectively, the Marketing Committee may choose to elect Marketing Board and delegate decision authority to the Marketing Board.
6.3 Additional Operational Staff:
6.4 Operations:
The revenues collected shall be used for the following purposes:
● The marketing, promotion and expansion of deployment and use of the OpenSynBio projects
● The staffing of key resources to build, run and manage project productivity infrastructure.
● The promotion of computing principles as outlined and implementation thereof via the OpenSynBios projects.
ARTICLE 7. TECHNICAL COMMITTEE (“TC”):
(a) Mandate:
The Technical Committee is expected to facilitate driving neutral consensus for:
● defining and maintaining the technical vision for the Foundation,
● approving new projects within the scope for OpenSynBio set by the Governing Board, and creating a conceptual architecture for the projects,
● aligning projects, removing or archiving projects,
● accepting feedback from the end user committee and mapping to projects
● aligning interfaces to components under management (code reference implementations before standardizing), and
● defining common practices to be implemented across OpenSynBio projects, if any.
(b) Composition:
● The Technicial Committee shall be composed of eleven (11) members.
● The Technical Committee members elected are expected to cover key technical domains.
● Should be elected :
- by *() Technical Committee members the Governing Board shall elect :
- by *() Technical Committee members the Governing Board shall elect :
- by *() Technical Committee members the Governing Board shall elect :
● If more than two (2) TOC members would be from the same group of Related Companies, either at the time of election or from a later job change, they will jointly decide who should step down, or if there is no agreement, random lots shall be drawn.
(c) Operating Model:
● The Technical Committee shall select a Chair of the Technical Committee to set agendas and call meetings of the Technical Committee.
● The Technical Committee is expected to meet regularly face to face and /or virtually to discuss key topical and emerging issues.
● Issues may be raised for Technical Committee review by:
- any Technical Committee member,
- any Governing Board member,
- a maintainer or top level project leader in an OpenSynBio project
- the OpenSynBio Executive Director
● Transparency. The Technical Committee shall hold regular open Technical Committee meetings and all project-related decisions shall be made in those meetings, on a public mailing list, or on public issues.
● Simple Technical Committee issues may be resolved by short discussion and simple majority vote. Technical Committee discussions may be over email or at a meeting of the Technical Committee.
● After a review of the opinions and optional virtual discussion/debate options are identified, seeking consensus and taken to vote if necessary.
● The intent is for the Technical Committee to find a path to consensus within the Technical Committee and community. Technical Committee decisions at meetings meeting quorum requirements shall pass with a vote greater than 50% of Technical Committee members present.
● Technical Committee meetings shall require a quorum of two-thirds of the Technical Committee total members to take a vote or make any decision. If a Technical Committee meeting fails to meet the quorum requirement, discussions may proceed, however there shall be no voting or decisions.
● Technical Committee decisions may be made electronically without a meeting, but to pass a vote shall require as many votes as would be needed to achieve quorum in a meeting. During an electronic vote, if any three (3) Technical Committee members request a meeting to discuss the decision, the electronic vote in process shall end without effect, and a new vote may be initiated after the meeting to discuss the decision has completed.
(d) Criteria for Nomination:
Nominees for the Technical Committee shall:
● commit that they have the available bandwidth to make the time to invest in the OpenSynBio Technical Committee,
● demonstrate an advanced level of professional experience as engineers in the scope of OpenSynBio,
● demonstrate seniority sufficient to access additional staff or community members to assist in their Technical Committee preparations, and
● operate neutrally in discussions and put the goals and success of OpenSynBio in balance with corporate objectives or any particular project in OpenSynBio.
(e) Process for Technical Committee Member Nominations and Election:
● Nominations:
Each individual in a Selecting Group may nominate up to two (2) people, at most one (1) of whom may be from the same group of Related Companies. Each nominee must agree to participate prior to being added to the nomination list.
- A nomination requires a maximum one (1) page nomination pitch which should include the nominee's name, contact information and supporting statement identifying the nominee's experience in OpenSynBio domains.
- The Governing Board shall determine the process and timeline for the nominations, qualification and election of Technical Committee members.
- A minimum of 30 calendar days shall be reserved for an Evaluation Period whereby Technical Committee nominees may be contacted by members of the Governing Board and Technical Committee.
● Qualification:
After the Evaluation Period, the Governing Board and the Technical Committee members shall vote on each nominee individually to validate that the nominee meets the qualification criteria. A valid vote shall require at least 50% participation. Nominees passing with over 50% shall be Qualified Nominees.
● Elections:
If the number of Qualified Nominees is equal to or less than the number of Technical Committee seats available to be elected, the Qualified Nominees shall be approved after the nomination period has closed. If there are more Qualified Nominees than open Technical Committee seats available for election, then the Selecting Group shall elect the Technical Committee members via a Condorcet vote. A Condorcet vote shall be run using the Condorcet-IRV method through the Cornell online service (https://civs.cs.cornell.edu/).
● Technical Committee-Selected Seats:
Technical Committee-Selected Technical Committee members may nominate and qualify but not vote when their seat is up for election.
● Retries:
If there are fewer Qualified Nominees than open Technical Committee seats available for election by the Selecting Group, the group shall initiate another round of nominations.
(f) Constraints:
● Technical Committee Members shall serve three(3)-year, staggered terms.
● Technical Committee members may be removed by a two-thirds vote of other Technical Committee members, with the impacted individual ineligible to participate in the vote.
● Any Technical Committee member that misses three (3) consecutive meetings shall be automatically suspended from eligibility to vote until having attended two meetings consecutively. For avoidance of doubt, the suspended Technical Committee member shall be eligible to vote in the second consecutive meeting.
● The Technical Committee agenda will be set by the Technical Committee However, it is expected that Technical Committee discussions and decisions will cover:
- assessing technologies to include in OpenSynBio
- defining acceptance criteria for new technologies to include in OpenSynBio
- defining process to ratify a contributed technology as a standard API
- identifying immediate gaps that require further investigation
ARTICLE 8 PROJECTS:
(a) It is expected that individual members and member companies can bring project assets to the Technical Committee for discussion and inclusion into OpenSynBio. All such contributions should meet a set criteria created by the Technical Committee and ratified by the Governing Board. The goal is to have an increasing bazaar of projects related to and that integrate with projects already accepted into OpenSynBio.
(b) Projects can be associated with OpenSynBio in the following 3 ways:
● Included in OpenSynBio:
Under a neutral home for collaboration
- All aspects of the project are governed by OpenSynBio
- The project is marketed by OpenSynBio as an OpenSynBio projectc. The project should be a core functional component of the OpenSynBio architecture.
● Associated with OpenSynBio via an API or specification:
- Includes components where OpenSynBio may offer or enable multiple options
- The project is referred to as a component that OpenSynbio integrates with, not as a project hosted by the OpenSynBio
- Integration and compliance are defined by an API or specification
- Active development on the project or component is ideally done in the upstream community
● Used by OpenSynBio:
- A project or component that is completely licensed under an OSI-approved open source license and is well managed and used as a component in OpenSynBio's architecture,
- Project is not actively marketed by the OpenSynBio,
- Active development on the project or component is ideally done in the upstream community
(c) Existing open source projects should continue to run through their existing technical governance structure to maintain cohesion and velocity. Projects approved by the Technical Committee for inclusion in OpenSynBio will be ‘lightly’ subject to the Technical Committee.
(d) A standard protocol to achieve committer status shall be established across projects based on an individual’s level and duration of contribution. Maintainer status is achieved through contribution to a given project over time and validation by peer committers.
(e) New open source projects initiated in OpenSynBio shall complete a project proposal template adopted by the Technical Committee and be approved by it for inclusion in OpenSynBio. The Technical Committee members shall be afforded sufficient time to discuss and review new project proposals. New project proposals shall include details of the roles in the project, the governance proposed for the project and identify alignment with OpenSynBio’s role and values.
ARTICLE 9. INTELLECTUAL PROPERTY POLICY:
(a) Any project that is added to OpenSynBio retain the ownership of its trademark and logo assets independently from the Foundation.
(b) Each project shall determine whether it will require use of an approved OpenSynBio CLA. For projects that select to use a CLA, all code contributors will undertake the obligations set forth in the Apache contributor license agreement(s), altered only as necessary to identify OpenSynBio as the recipient of the contributions, and which shall be approved by the Governance Board.
See OpenSynBio Contributor License Agreements available at https://github.com/opensynbio/cla.
The process for managing contributions in accordance with this policy shall be subject to Governance Board approval.
(c) All new inbound code contributions to OpenSynBio shall be :
● accompanied by a Developer Certificate of Origin sign-off (https://developercertificate.org) and
● made under the Apache License, Version 2.0 (available at https://www.apache.org/licenses/LICENSE-2.0),
such license to be in addition to, and shall not supersede, obligations undertaken under the contribution license agreement(s) provided for in (b) above.
(d) All outbound code will be made available under the Apache License, Version 2.0.
(e) All projects evaluated for inclusion in OpenSynBio shall be completely licensed under an OSI-approved open source license. If the license for a project included in OpenSynBio is not Apache License, Version 2.0, approval of the Governing Board shall be required.
(f) All documentation will be received and made available by OpenSynBio under the Creative Commons Attribution 4.0 International License.
(g) If an alternative inbound or outbound license is required for compliance with the license for a leveraged open source project or is otherwise required to achieve OpenSynBio’s mission, the Governing Board may approve the use of an alternative license for inbound or outbound contributions on an exception basis.
ARTICLE 10. ANTITRUST GUIDELINES:
(a) All members shall abide by the requirements for the Foundation set forth in the Foundation Antitrust Policy available at https://opensynbio.webflow.com/antitrust-policy.(b) All members shall encourage open participation from any organization able to meet the membership requirements, regardless of competitive interests. Put another way, the Governing Board shall not seek to exclude members based on any criteria, requirements or reasons other than those used for all members.
ARTICLE 11. CODE OF CONDUCT:
(a) All participants agree to abide by the Foundation Code of Conduct available at https://opensynbio.webflow.com/code-of-conduct.
ARTICLE 12. FINANCE:
12.1 Finance:
(a) The Governing Board shall approve an annual budget and never commit to spend in excess of funds raised. The budget shall be consistent with the nonprofit mission of the Foundation.
(b) The Foundation shall provide regular reports of spend levels against the budget.
12.2 General & Administrative Expenses:
(a) The Foundation shall have custody of any fees, funds and other cash receipts.
(b) A General & Administrative (G&A) fee will be applied to funds raised to cover Finance, Accounting and operations. The G&A fee shall equal 30% of OpenSynBio’s first $1,000,000 of gross receipts and 15% of OpenSynBio’s gross receipts over $1,000,000.
ARTICLE 13. AMENDEMENTS:
This charter may be amended by a three-quarter of the vote (excluding abstentions) of all present Governing Board members, provided that any such amendments shall not be inconsistent with the purpose or policies of the Foundation and shall not be detrimental to the Foundation.
ARTICLE 14. DISSOLUTION:
This charter may be dissolved by a unanimous vote (excluding abstentions) of all present Governing Board members, provided that any such dissolution shall not be inconsistent with the purpose or policies of the Foundation and shall not be detrimental to the Foundation.
