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OpenWallet Foundation Charter

Exhibit B

The OpenWallet Foundation Charter

Linux Foundation Europe

Effective May 22, 2023

  1. Mission and Scope of the OpenWallet Foundation.

    The purpose of the OpenWallet Foundation (the “OWF”) is to support various open source, open data and/or other open projects relating to or supporting development of digital wallets, including infrastructure and support initiatives related thereto (each such project, a “Technical Project”) , in accordance with the provisions of this Charter. The governance of each Technical Project is as set forth in the charter for that Technical Project.

    The OWF aims to enable entities to transact securely, and in a privacy enhancing fashion, in- person and on-line where attributes stored in, and managed by, the wallet. The OWF will:

    • develop and maintain open source code for wallets to enable and ensure wallet interoperability,
    • advocate for the adoption of the interoperable digital wallet technology, and
    • collaborate with Standards Development Organizations (SDOs) in the development and proliferation of open standards related to digital wallets

    The OWF will not publish a publicly available wallet (including into any application stores).

    The OWF supports the Technical Projects. The OWF operates under the guidance of the Governing Board of the OWF (the “Governing Board”) and Linux Foundation Europe (the “LFEU”) as may be consistent with Linux Foundation Europe’s tax-exempt status.

    The Governing Board manages the OWF. The Governing Board may establish other committees and other working groups (collectively, and including the Technical Advisory Council, “Committees”) which will report to the Governing Board.

  2. Sponsorship.

    1. The OWF will be composed of Premier, General and Associate Sponsors (each, a “Sponsor” and, collectively, the “Sponsors”) in Good Standing. All Sponsors must be current Sponsors of LFEU (at any level) to participate in the OWF as a Sponsor. All sponsors in the OWF, enjoy the privileges and undertake the obligations described in this Charter, as from time-to-time amended by the Governing Board, with the approval of LFEU. During the term of their sponsorship, all Participants will comply with all such policies as the LFEU Board of Directors and/or the OWF may adopt with notice to Sponsors.
    2. Premier Sponsors will be entitled to appoint a representative to the Governing Board and any Committee.
    3. General Sponsors, acting as a class, will be entitled to annually elect one representative to the Governing Board for every ten General Sponsors, up to a maximum of three total representatives, provided that there will always be at least one General Sponsor representative, even if there are less than ten General Sponsors. The Governing Board determines the General Sponsor representative election process.
    4. The Associate Sponsor category of sponsorship is limited to Associate Sponsors of LFEU. The Governing Board may set additional criteria for sponsoring the OWF as an Associate Sponsor. If the Associate Sponsor is itself a membership or participation organization, Associate Sponsorship in the OWF does not confer any privileges or rights to the members or participants of the Associate Sponsor.
    5. Sponsors will be entitled to:
      1. participate in OWF general meetings, initiatives, events and any other activities; and
      2. identify themselves as sponsors of the OWF supporting the OWF community.

  3. Governing Board

    1. The Governing Board voting members will consist of:

      1. one representative appointed by each Premier Sponsor;
      2. the TAC Representative (as defined below), or, in the absence of a chair and with the approval of the Governing Board, any active contributor to a Technical Project so designated by the TAC (such chair or designee the “TAC Representative”); and
      3. the elected General Sponsor representative or representatives.

    2. The Governing Board will also include nonvoting members consisting of the GAC Representative (defined in Section 4) and Associate Representative.

      1. The Associate Representative will be chosen based on their efforts and potential to advance the OWF mission. The Associate Representative will be selected by the Governing Board voting representatives through a process determined by the Governing Board.

    3. Only one Sponsor that is part of a group of Related Companies (as defined in Section 7) may appoint, or nominate for a sponsorship class election, a representative on the Governing Board. No single Sponsor, company or set of Related Companies will be entitled to: (i) appoint or nominate for sponsorship class election more than one representative for the Governing Board, or (ii) have more than two representatives on the Governing Board.

      1. The only path to two representatives from the same group of Related Companies that will be acceptable will be for one Sponsor to appoint or nominate a representative to the Governing Board and have another of its employees, or an employee of one of its Related Companies, serve as the TAC Representative on the Governing Board.

    4. Conduct of Meetings

      1. Governing Board meetings will be limited to the Governing Board representatives, the Outreach Committee Chair, invited guests and OWF staff.
      2. Governing Board meetings follow the requirements for quorum and voting outlined in this Charter. The Governing Board may decide whether to allow named representatives (one per Sponsor per Governing Board and per Committee) to attend as an alternate.
      3. The Governing Board meetings will be private unless decided otherwise by the Governing Board. The Governing Board may invite guests to participate in consideration of specific Governing Board topics (but such guests may not participate in any vote on any matter before the Governing Board).

    5. Officers

      1. The officers (“Officers”) of the OWF as of the first meeting of the Governing Board will be a Chairperson (“Chair”) and a Treasurer. Additional Officer positions may be created by the Governing Board.
      2. The Chair will preside over meetings of the Governing Board, manage any day-to-day operational decisions, and will submit minutes for Governing Board approval.
      3. The Treasurer will assist in the preparation of budgets for Governing Board approval, monitor expenses against the budget and authorize expenditures approved in the budget.

    6. The Governing Board will be responsible for overall oversight of the OWF, including:

      1. approve a budget directing the use of funds raised by the OWF from all sources of sponsorship or other revenue, including to pay for the hiring of OWF leadership and staff;
      2. vet and select a qualified leadership team to run the day-to-day management activities of the organization and evaluate the performance of the team;
      3. provide feedback and input to the OWF leadership team responsible for planning and managing the day-to-day operation of the OWF;
      4. maintain, if desired, a guiding principles document;
      5. nominate and elect Officers of the OWF;
      6. supervise and support the leadership team on OWF business and community outreach matters;
      7. work with the LFEU on any legal matters that arise;
      8. adopt and maintain policies or rules and procedures for the OWF (subject to LFEU’s approval);
      9. establish advisory bodies, committees, programs or councils to resolve any particular matter or in support of the mission of the OWF and/or its Technical Projects including in support of end-users and ambassadors for the project any Technical Project;
      10. establish any OWF conformance programs for its trademarks and solicit input (including testing tools) if deemed necessary from the applicable oversight body of any Technical Project for defining and administering any programs related to conformance with such Technical Project (each, a “Conformance Program”);
      11. publish use cases, user stories, websites and priorities to help inform the ecosystem and technical community;
      12. approve procedures for the nomination and election of any representative of the General Sponsors to the Governing Board and any Officer or other positions created by the Governing Board; and
      13. vote on all decisions or matters coming before the Governing Board.

  4. Government Advisory Council

    1. The Government Advisory Council (the “GAC”) will provide the OWF advice from government entities approved to participate by the Governing Board. Members of the GAC must be national governments, multinational governmental organizations and treaty organizations, or public authorities. Each may appoint one representative and one alternate representative to the GAC. There are no fees to participate in the GAC.
    2. The GAC will provide advice to OWF on issues of public policy, and especially where there may be an interaction between OWF's activities and national policies, laws or international agreements.
    3. The Governing Board may appoint a chairperson of the GAC or delegate responsibility for selecting a chairperson to the GAC. The GAC chairperson or another person chosen by the GAC chairperson will serve as the “GAC Representative” responsible for reporting progress back to the Governing Board and interfacing with the TAC. The GAC Representative may attend meetings of the Governing Board and TAC as a non-voting member.

  5. Technical Advisory Council

    1. The role of the TAC is to facilitate communication and collaboration among the Technical Projects. The TAC will be responsible for:

      1. maintaining an overall strategic vision for technical collaboration and coordinating collaboration among Technical Projects, including development of an overall technical vision for the community;
      2. making recommendations to the Budget Committee of resource priorities for Technical Projects;
      3. electing annually a chairperson to preside over meetings, set the agenda for meetings, ensure meeting minutes are taken and who will also serve on the Governing Board as the TAC’s representative (the “TAC Representative”);
      4. creating, maintaining and amending project lifecycle procedures and processes, deciding where Technical Projects fall within that lifecycle;
      5. determining when a technical project should be admitted as a Technical Project or any Technical Project should be considered a TAC Project; and
      6. such other matters related to the technical role of the TAC as may be communicated to the TAC by the Governing Board.

    2. The voting members of the TAC consist of:

      1. one representative appointed by each Premier Sponsor;
      2. up to two “at large” representatives appointed by vote of the TAC; and
      3. one representative appointed by the technical oversight body (e.g., a technical steering committee) of each TAC Project (as defined herein).

    3. TAC meetings are intended to be open to observe by Sponsors, contributors to any TAC Project and others in the general public interested in the OpenWallet Foundation. The TAC may decide whether to allow named representatives (one per voting member) to attend as an alternate.

    4. At the start of the OWF, “TAC Projects” are those Technical Projects listed as having voting representatives on the TAC on the Directed Fund’s web site. Thereafter, any Technical Project can become a TAC Project through the approval of the Technical Project’s technical oversight body and the TAC (by a two-third’s vote). The TAC may approve and modify a project lifecycle policy that will address the incubation, archival and other stages of TAC Projects.
    5. The TAC representatives will elect a chair to preside over meetings, ensure minutes are taken and drive the TAC agenda with input from the TAC representatives.

  6. Voting

    1. Quorum for Governing Board and Committee meetings will require at least fifty percent of the voting representatives. If advance notice of the meeting has been given per normal means and timing, the Governing Board may continue to meet even if quorum is not met, but will be prevented from making any decisions at the meeting.
    2. Ideally decisions will be made based on consensus. If, however, any decision requires a vote to move forward, the representatives of the Governing Board or Committee, as applicable, will vote on a one vote per voting representative basis.
    3. Except as provided in Section 14.a. or elsewhere in this Charter, decisions by vote at a meeting will require a simple majority vote, provided quorum is met. Except as provided in Section 14.a. or elsewhere in this Charter, decisions by electronic vote without a meeting will require a majority of all voting representatives.
    4. In the event of a tied vote with respect to an action that cannot be resolved by the Governing Board, the Chair may refer the matter to the LFEU for assistance in reaching a decision. If there is a tied vote in any Committee that cannot be resolved, the matter may be referred to the Governing Board.

  7. Subsidiaries and Related Companies

    1. Definitions:

      1. “Subsidiaries” means any entity in which a Sponsor owns, directly or indirectly, more than fifty percent of the voting securities or participation interests of the entity in question;
      2. “Related Company” means any entity which controls or is controlled by a Sponsor or which, together with a Sponsor, is under the common control of a third party, in each case where such control results from ownership, either directly or indirectly, of more than fifty percent of the voting securities or participation interests of the entity in question; and
      3. “Related Companies” are entities that are each a Related Company of a Sponsor.

    2. Only the legal entity which has executed a Project Sponsorship Agreement and its Subsidiaries will be entitled to enjoy the rights and privileges of such sponsorship; provided, however, that such Sponsor and its Subsidiaries will be treated together as a single Sponsor.

    3. If a Sponsor is itself a foundation, association, consortium, open source project, membership organization, participation organization, user group or other entity that has members or sponsors, then the rights and privileges granted to such Sponsor will extend only to the employee-representatives of such Sponsor, and not to its members or sponsors, unless otherwise approved by the Governing Board in a specific case.
    4. OWF sponsorship is non-transferable, non-salable and non-assignable, except a Sponsor may transfer its current sponsorship privileges and obligations to a successor of substantially all of its business or assets, whether by merger, sale or otherwise; provided that the transferee agrees to be bound by this Charter and the Bylaws and policies required by LFEU sponsorship.

  8. Good Standing

    1. Linux Foundation Europe’s Good Standing Policy is available at https://linuxfoundation.eu/policies and will apply to all Sponsors of this OWF.

  9. Trademarks

    1. Any trademarks relating to the OWF or any Technical Project, including without limitation any mark relating to any conformance program, must be transferred to and held by LFEU or an entity in LFEU’s control and available for use pursuant to LFEU’s trademark usage policy, available at https://linuxfoundation.eu/policies.

  10. Antitrust Guidelines

    1. All Sponsors must abide by Linux Foundation Europe’s Antitrust Policy available at https://linuxfoundation.eu/policies.
    2. All Sponsors must encourage open participation from any organization able to meet the sponsorship requirements, regardless of competitive interests. Put another way, the Governing Board will not seek to exclude any Sponsor based on any criteria, requirements or reasons other than those that are reasonable and applied on a non- discriminatory basis to all Sponsors.

  11. Budget

    1. The Governing Board will approve an annual budget and never commit to spend in excess of funds raised. The budget and the purposes to which it is applied must be consistent with both (a) the non-profit and tax-exempt mission of LFEU and (b) the goals of any Technical Project.
    2. LFEU will provide the Governing Board with regular reports of spend levels against the budget. Under no circumstances will LFEU have any expectation or obligation to undertake an action on behalf of the OWF or otherwise related to the OWF that is not covered in full by funds raised by the OWF.
    3. In the event an unbudgeted or otherwise unfunded obligation arises related to the OWF, LFEU will coordinate with the Governing Board to address gap funding requirements.

  12. General & Administrative Expenses

    1. LFEU will have custody of and final authority over the usage of any fees, funds, and other cash receipts.
    2. A General & Administrative (G&A) fee will be applied by LFEU to funds raised to cover sponsorship records, finance, accounting, and human resources operations. The G&A fee will be 9% of the OWF’s first EUR 1,000,000 of gross receipts each year and 6% of the OWF’s gross receipts each year over EUR 1,000,000.

  13. General Rules and Operations.

    The OWF activities must:

    1. engage in the work of the project in a professional manner consistent with maintaining a cohesive community, while also maintaining the goodwill and esteem of LFEU in the open source community;
    2. respect the rights of all trademark owners, including any branding and usage guidelines;
    3. engage or coordinate with LFEU on all outreach, website and marketing activities regarding the OWF or on behalf of any Technical Project that invoke or associate the name of any Technical Project or LFEU; and
    4. operate under such rules and procedures as may be approved by the Governing Board and confirmed by LFEU.

  14. Amendments

    1. This Charter may be amended by a two-thirds vote of the entire Governing Board, subject to approval by LFEU.