Polarsys/Charter

WORK IN PROGRESS

Goals and Vision

The goal of the Polarsys group is to collaboratively define, build and maintain open source tools for safety-critical and embedded system development in demanding engineering domains, such as aerospace, defense and security, transportation, energy, healthcare, telecommunications.

These domains typically require maintenance of tool chains for the very long term – from 30 to up to 50 to 70 years in some cases – which create some very unique issues. Another characteristic of the working group is to address material for qualification processes – like in the DO 178 for Aircraft or ISO 26262 for Automotive.

Additionally, Polarsys intends to foster exchanges between academics and industrial partners in these domains and manage the maturity of tools from early research prototypes to the obsolescence of tools.

To implement this vision, the IWG group and the Eclipse Foundation will collaborate to provide services and to:

• Maintain the infrastructure required for the hosting of IWG projects, including software repositories, software build and test facilities.
• Proceed to IP due diligence in order to provide clean open source software released under EPL or other licenses validated by the IWG like BSD-like and LGPL.
• Define the software tools to be contained in each release of the tool chains (with specific roadmaps and release trains).
• Create a labelling process to recognize projects maturity and companies know-how and commitment .
• Create a software quality assessment kit to define the maturity level of each component.
• Digitally sign certified software releases made available under the IWG banner.
• Make those binary software releases available only to the members of IWG.

Core domains

Polarsys focuses on techniques and tools to fulfill the Polarsys goal and vision, and mainly on:

• System, Hardware and Software Modeling
• Code analysis (static code analysis)
• Debugging, tracing and other integration tools
• Transversal process support tools : Configuration Management, Change tracking, Technical facts management, Project reporting
• Test and verification tools targeting embedded software methods, simulation and early validation
• Embedded components (RTOS, Middleware, ...)
• System on Chip simulation and Hardware logic (VHDL, SystemC, ...)

Other domain specific techniques and tools can be proposed for acceptance by the IWG steering committee.

Membership

An entity must be at least a Solutions Member of the Eclipse Foundation and adhere to the IWG to participate to Polarsys. The Eclipse Solution Member fees appear in the tables below for convenience only: they are decided as described in the Eclipse bylaws and detailed in the Eclipse membership agreement.

Classes of membership

Strategic members

Strategic Members are organizations that view Polarsys as a strategic industrial working group and are investing resources to sustain its activities. Typical strategic members includes industrial users of the technologies & products supported by Polarsys.

Polarsys Strategic Member Fees

Turnover	Eclipse Solution Membership	Polarsys Membership	Total
>$250 million	$20.000	$30.000	$50.000
>$100 million <= $250 million	$15.000	$30.000	$45.000
>$50 million <= $100 million	$10.000	$30.000	$40.000
>$10 million <= $50 million	$7.500	$20.000	$27.500
<$10 million	$5.000	$20.000	$25.000

Solution members

Solutions Members are organizations that view Polarsys as an important part of their corporate and product strategy and offer products and services based on, or with, Polarsys. These organizations want to participate in the development of the Polarsys ecosystem. Typical Solution members includes services providers for the technologies & products supported by Polarsys.

Polarsys Solution Member Fees

Turnover	Eclipse Solution Membership	Polarsys Membership	Total
>$250 million	$20.000	$10.000	$30.000
>$100 million <= $250 million	$15.000	$10.000	$25.000
>$50 million <= $100 million	$10.000	$10.000	$20.000
>$10 million <= $50 million	$7.500	$7.500	$15.000
<$10 million	$5.000	$5.000	$10.000
<$1 million & < 10 employees	$1.500	$1.500	$3.000

Guests

Guests are organizations or people who have been invited for one year by the steering committee of Polarsys to participate to some aspects of the activities of the Industrial Working Group. Typical guests includes R&D partners, academic entities and potential future full fledged members who want to have an inner look before deciding of their strategy. Even if guests can be invited to a Polarsys body for some meetings, they have no right to vote. Invitations may be renewed by the steering committee.

Committers

Committer Members are individuals who through a process of meritocracy are able to contribute and commit code to their Polarsys projects. Committers may be members by virtue of working for a member organization, or may choose to complete the membership process independantly if they are not. For further explanation and details, see the Eclipse Committer Membership page.

Polarsys Membership Summary

	Polarsys Strategic Member	Polarsys Solution Member	Committer	Guest
Member of the Steering Committee	X	Elected	-	Invited
Member of the Architecture Board	X	Elected	-	Invited
Quality & Labelling Committee	X	Elected	-	Invited
Member of the Change Control Board	X	X	-	Invited
Host custom build on IWG infra	X	-	-	-
Access to the LTS Build Infra	X	X	-	-
IWG test and certification program	X	X	-	-
Access to binary releases	X	X	-	-
Access to qualification kits	X	X	-	-
Legal review of non EPL projects	X	X	-	X
Labelling process	X	X	-	-
Host private R&D projects on IWG infra	X	X	-	X

Delinquency and non payment of dues

In the event that a Member does not pay its annual membership dues and all compounded late fees within ninety (90) days of the invoice due date (“Dues Delinquent”), the membership of such Member shall, without further action by the Steering Committee or the General Assembly, be terminated.

Termination of membership

The membership of any Member shall terminate upon the occurrence of any one or more of the following:

Resignation

Any Member may resign from Polarsys in writing filed with the Secretary of the Eclipse Foundation. The resignation of a Member shall not relieve the Member from any payment obligations the Member may have to Polarsys as a result of obligations incurred or commitments made prior to resignation. Except as otherwise set forth in these Charter, a resigning Member shall not be entitled to receive any refund, pro rata or otherwise, of any membership fee, dues or assessments for the balance of the calendar year in which the resignation is effective. Within ten (10) days of resigning from Polarsys, a Member may appeal in writing to the Steering Committee for a pro rata refund of its annual membership dues. The appeal will specifically set forth any circumstances that the Member believes justify a refund in its case. The Steering Comittee shall decide by simple majority upon the appeal in its sole discretion at its first meeting following the appeal scheduled under Steering Committee Meetings Management.

Expulsion, Termination or Suspension

The membership of any Member may be terminated “For Cause” upon the affirmative vote of two-thirds (2/3) of the members of the Steering Committee after a hearing duly held in accordance with this Section. As used in this Section, two-thirds (2/3) vote means two-thirds (2/3) of the members of the Steering Committee exclusive of such Member’s representative on the Steering Committee only if the representative is also a representative of the Member facing expulsion or suspension (any such representative , an “Affected Representative ”). For purposes of this Section, “For Cause” shall mean the Member has materially breached the Membership Agreement or Charter and/or other related Polarsys agreements or policies, and has not cured such breach within thirty (30) days of receipt of written notice from the Eclipse Foundation.

Such determination shall be made in the sole and absolute discretion of the Steering Committee (excluding the Affected Representative). Following the determination by the Steering Committee a Member should be terminated the following procedures shall apply:

1. A notice shall be sent by mail by prepaid, first-class or certified mail to the most recent address of such Member as shown on the Eclipse Foundation’s records, setting forth the termination and the reasons therefore. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the termination.
2. The Member being terminated shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held no fewer than five (5) days before the effective date of the proposed termination. The hearing shall be held by the Steering Committee. The notice to the Member of its proposed termination shall state that such Member is entitled, upon request, to such hearing, shall state that a date, time and place of the hearing will be established upon receipt of request therefore, and shall state, that in the absence of such request, the effective date of the proposed termination.
3. In the event that a hearing is held, then following such hearing the Steering Committee (excluding the Affected Representative) shall decide whether such Member should in fact be terminated, or sanctioned via written reprimand as determined by the Steering Committee; provided, that, any such decision to terminate or sanction such Member must be approved by a vote of two-thirds (2/3) of the Steering Committee (excluding the Affected Representative). The decision of the Steering Committee shall be final.
4. Any action challenging a termination of membership of a Member, including any claim alleging defective notice, must be commenced within fifteen (15) days after the date of the termination.

Termination of the Eclipse Foundation Membership

The Termination of the Eclipse Foundation Membership of a Polarsys Member automatically leads to the Termination of its Polarsys Membership.

Rights on Polarsys private assets after Termination

Members terminated pursuant to Section Termination of membership loose their rights to access and use the private means and data of Polarsys after the date of the Termination. Private data of Members terminated, like test cases or custom build chains are archived & the archive sent back to their copyright holders. The private data of Members terminated can be removed from Polarsys storages fourty five (45) days after the Termination. Nevertheless, the Members terminated can request to the Steering Committee to store for two (2) years their archived private data. This request shall be sent within thirty (30) days after the Termination and can be accepted or not, on the sole discretion of the Steering Committee.

The licenses on Polarsys private assets acquired during the period of Membership of the Members terminated survives the Termination of Membership.

Reinstatment after Termination

Members terminated pursuant to Section Termination of membership may only be reinstated upon the affirmative vote of at least two-thirds (2/3) of the Steering Committee Representatives in Good Standing represented at a Steering Committee meeting at which a quorum is present.

Assignment

Upon the completion of any acquisition or merger involving a Member in which the Member is not the surviving entity, the Steering Committee, in its sole discretion, may permit such Member’s membership to be transferred to the surviving entity.

Distribution of assets upon dissolution

TBD (what about Trademarks, logos, private assets like qualification kits)

Governance

Polarsys is designed as:

• a user driven organization,
• a means to foster a vibrant and sustainable ecosystem of components and service providers,
• a means to organize the community of each project or component so that users and developers define the roadmap collaboratively.

In order to implement these principles, the following governance bodies have been defined:

• The Steering Committee
• The General Assembly
• The Architecture Board
• The Quality & Labelling Committee
• Change Control Boards
• Project Management Committees

Common Dispositions

The following dispositions apply to all Polarsys bodies.

Good Standing

A representative shall be deemed to be in Good Standing, and thus eligible to vote on issues coming before the Body he participates to, if the representative has attended (in person or telephonically) a minimum of three (3) of the last four (4) Body meetings (if there have been at least four meetings). Appointed representatives on the Body may be replaced by the Member organization they are representing at any time by providing written notice to the Secretary of the Eclipse Foundation. In the event a Body member is unavailable to attend or participate in a meeting of the Body, he or she may send a representative and may vote by proxy, which shall be included in determining whether the representative is in Good Standing. A representative shall be immediately removed from the Body upon the termination of the membership of such representative’s Member organization in accordance with Section Termination of membership.

Voting

Super Majority

For actions (i) amending the terms of the Charter of Polarsys; (ii) amending the terms of the Polarsys Membership agreement; (iii) approving or changing the name of Polarsys; (ix) approving changes to annual Member contribution requirements; any such actions must be approved by no less than two-thirds (2/3) of the representatives in Good Standing represented at a General Assembly meeting at which a quorum is present.

Simple Majority

For all other actions not specified by the section Super Majority above, such actions must be approved by no less than a simple majority of those representatives in Good Standing represented at a Body meeting at which a quorum is present.

Quorum

Unless otherwise provided herein, a simple majority of the representatives in Good Standing shall be necessary to constitute a quorum for the transaction of business, except that when the number of representatives constituting the Body shall be an even number, one-half of the representatives in Good Standing shall constitute a quorum.

Steering Committee

Powers & Duties

Steering committee members are required to:

• Define the strategy of the IWG
• Define the global roadmap
• Discuss and update the charter
• Vote fees amount each year
• Define & Follow maketing and communication activities
• Invite guest members

Composition

• Each strategic member of the IWG has a seat on the Steering Committee.
• At least one seat is allocated to Solutions Members. An additional seat on the Committee shall be allocated to the Solutions Members for every additional five (5) seats beyond one (1) allocated to Strategic Members. Solutions Member seats are allocated following the Eclipse "Single Transferable Vote", as defined in the Eclipse Bylaws.
• The Steering Committee elects a chairman and a spokeperson who will represent the IWG each year.

Term and Dates of elections

TBD

Meetings Management

• The Steering Committee meets twice a year.

+TBD

Resignation & Removal

TBD

Vacancies

TBD

General Assembly

Powers & Duties

TBD

Composition

TBD

Meetings Management

TBD

Architecture Board

Powers & Duties

Architecture Board members are required to:

• Ensure the technical consistency of Polarsys projects
• Ensure that Polarsys projects achieve VLTS objectives
• Recommand technologies
• Establish technical guidelines
• The Architecture Board validates new project proposals

Composition

• Each strategic member of the IWG has a seat on the Architecture Board.
• Each Change Control Board elects one of its members to the Architecture Board.
• The Architecture Board elects a chairman who reports to the Steering Committee.

Term and Dates of elections

TBD

Meetings Management

• The Architecture Board meets at least twice a year.

+TBD

Resignation & Removal

TBD

Vacancies

TBD

The Quality & Labelling Committee

Powers & Duties

The Quality & Labelling Committee members are required to:

• Ensure the consistency of Labelling process and attribute maturity labels (see Labelling Charter Wiki Page)
• Define the IWG quality kit and maturity process
• Validate that the projects conform to the IWG quality kit
• Validate that the projects apply the IP Process

Composition

• Each strategic member of the IWG has a seat on the Quality & Labelling Committee.
• At least one seat is allocated to Solutions Members. An additional seat on the Committee shall be allocated to the Solutions Members for every additional five (5) seats beyond one (1) allocated to Strategic Members. Solutions Member seats are allocated following the Eclipse "Single Transferable Vote", as defined in the Eclipse Bylaws.
• The Quality & Labelling Committee elects a chairman who reports to the Steering Committee.

Term and Dates of elections

TBD

Meetings Management

• The Quality & Labelling Committee meets at least twice a year.

+TBD

Resignation & Removal

TBD

Vacancies

TBD

Change Control Boards

Each component or release train (bundle) in the IWG are led by a Change Control Board.

Powers & Duties

Change Control Boards members are required to:

• Instantiate IWG global roadmaps for the project
• Apply the Architecture Board recommendations
• Plan and arbitrate defects fixes and improvements implementation.
• Ensure the relationships with the technical team of the project.

Composition

• Each strategic member of the IWG has a seat on the Change Control Board.
• Each Change Control Board elects one of its members to the Architecture Board.
• The Change Control Board elects a chairman who represents the projects.

+TBD

Term and Dates of elections

TBD

Meetings Management

TBD

Resignation & Removal

TBD

Vacancies

TBD

Project Management Committees

TBD

Applicable documents

• As an Industrial Working Group, Polarsys follows the Eclipse bylaws.
• Polarsys strategic & solutions members have to fulfill and accept the Eclipse Membership agreement.