AI VERIFY FOUNDATION MEMBERSHIP CHARTER ("CHARTER")

The aim of AIVF is to harness the collective power and contributions of an international open-source community to develop Artificial Intelligence ("AI") testing tools to enable the development and deployment of trustworthy AI.

The mission of AIVF is to:

1. Foster a community to contribute to the use and development of AI testing frameworks, code base, standards, and best practices;
2. Create a neutral platform for open collaboration and idea-sharing on testing and governing AI; and
3. Nurture a network of advocates for AI and drive broad adoption of AI testing through education, outreach, and marketing.

1. Interested organisations may join AIVF as a Premier Member or a General Member (collectively, "Members").
2. All Members will enjoy the benefits and undertake the responsibilities described in their respective membership agreements.
3. In the event of a conflict between the terms of this Charter and the terms of a Member's membership agreement, the terms of this Charter will prevail.

1. Composition - the governing committee ("Governing Committee") shall consist of the following
   1. One representative appointed by each Premier Member;
   2. One Governing Committee Chair voted by representatives of Premier Members; and
   3. Other representatives who may be appointed by the Governing Committee Chair ("Appointed Representatives") from time to time.
2. Conduct of Meetings - Governing Committee meetings shall be conducted as follows:
   1. Attendance at Governing Committee meetings shall be limited to the persons listed at paragraph 3(a) of this Charter, designated observers, invited guests and AIVF staff. Appointed Representatives, designated observers, invited guests and AIVF staff will not be entitled to vote on any matter placed before the Governing Committee.
   2. Governing Committee meetings shall follow the requirements for quorum and voting outlined at paragraph 5 of this Charter.
   3. The proceedings of the Governing Committee meeting shall be confidential, unless confidentiality is waived by the Governing Committee. The Governing Committee may designate observers and invite guests to participate in the consideration of specific Governing Committee topics. The Governing Committee may choose to hold open, community meetings at its discretion.
3. Responsibilities - the Governing Committee shall be responsible for:
   1. Providing guidance on the strategic direction of AIVF;
   2. Providing guidance on the development and setting the direction of AIVF's product development roadmap;
   3. Promoting the visibility of AIVF, including the development, marketing and promotion of its community;
   4. Providing guidance on matters relating to the contractual membership of AIVF; and
   5. Voting on all decisions or matters relating to the above that are placed before the Governing Committee.

The Governing Committee will, at an appropriate time, form the Technical Committee (“TC”) and decide on its composition and responsibilities.

1. While it is the goal of AIVF to operate as a consensus based community, if any decision requires a vote to move forward, the representatives appointed by the Premier Members shall vote on a one vote per voting representative basis.
2. The presence of at least two-thirds of the total number of representatives appointed by the Premier Members shall constitute a quorum. The Governing Committee may continue to meet if quorum is not met but shall be prevented from making any decisions at such a meeting.
3. Decisions by vote at a meeting shall require a majority vote, provided quorum is met. Decisions by electronic vote without a meeting shall require a majority of all Governing Committee representatives.
4. In the event of a tie vote with respect to an action that cannot be resolved by the Governing Committee, the Governing Committee Chair shall be entitled to a casting vote in order to reach a decision.

1. All new inbound code contributions to AIVF shall be made under the Apache License, Version 2.0. All contributions shall be accompanied by a Developer Certificate of Origin sign-off that is submitted through the Governing Committee and AIVF-approved contribution process. Such contribution process will include steps to also bind non-member contributors and, if not self-employed, their employer, to the licenses expressly granted in the Apache License, Version 2.0 with respect to such contribution.
2. All outbound code will be made available under the Apache License, Version 2.0.
3. All technical documentation pertaining to the AI Verify Toolkit will be contributed to and made available by AIVF under the Creative Commons Attribution 4.0 International License
4. For the avoidance of doubt, any intellectual property rights (i.e. any and all rights in the nature of copyright, patents, trademarks, design rights and rights associated with or similar in nature to any of the foregoing), including any rights or liabilities, created by a Member using AIVF's open-source code shall solely belong to the Member.

This Charter may be amended with approval of two-thirds of the of the total number of representatives appointed by the Premier Members.