ONF Broadband Area Governing Board
Charter & Governance
ONF is launching a new a Broadband Area governance structure, in the form of a governing board, that allows the ONF community and ecosystem to govern the direction of the broadband projects, to set the goals, direction and roadmap to better serve the community’s strategic interests, and for the community to be more closely involved in execution (including funding, community building, and broadening adoption of the ONF projects/platforms within their company and beyond).
The Broadband Area Governing Board (BB-AGB) guides the set of adjacent ONF broadband-related projects (currently VOLTHA, SEBA and SD-BNG) that together are addressing the needs of the companies (operators and vendors) supporting and relying upon these projects. The Broadband Area Governing Board will guide the collective work of ONF’s broadband projects, promote awareness and growth of the community, and promote growing adoption. Roles and responsibilities of the BB-AGB are:
- Propose, review, align on strategic decisions impacting the direction of the Broadband Area as a whole, with input from the community
- Note: The Area Board represents the larger community
- Set project goals and roadmaps within the Broadband Area along with the community, focusing on fostering broad market adoption
- Note: the Technical Steering Teams (TSTs) or Reference Design Teams (RDTs) for all related projects (VOLTHA, SEBA, SD-BNG, etc.) own the technical roadmaps to support the directions identified by the Area Board
- Oversee the ONF Marketing Roadmap for the Broadband Area
- Promote adoption of the projects/platforms
- Participate in community building and recruiting other organizations to join the projects
- Promote market awareness of the Broadband Area’s work and the projects within the Area
- Represent the Broadband Area and its projects and platforms with other industry organizations and in public forums
- No Fiduciary Duties: ONF Broadband Area Governance Board is not a board of directors, and the representatives sitting on the Area Board are not “directors” under the laws applicable to corporations, and are not intended to have the fiduciary duties of corporate directors.
The Area Board shall manage the Broadband Area, including:
- Oversee all project-related business and community outreach matters and work with the ONF on any technical or non-technical subject matters that arise related to the Broadband Area;
Adopt and maintain policies or rules and procedures for the Area Board and for the Broadband Area (subject to ONF Board approval);
Approve nominations of representatives to the Area Board;
Establish advisory bodies, committees, programs or councils to resolve any particular matter or in support of the mission of the Area and/or associated Technical Projects;
- Establish and oversee any Certification Programs, working with project TST(s) to establish certification criteria (including continuous certification, CI/CD and testing tools) for defining and administering any programs related to conformance with the Technical Project (each, a “Certification Program”);
- Publish use cases, user stories, websites and other collateral to help inform the ecosystem and technical community;
- Define relationships and collaboration strategies towards peer industry organizations (SDO, fora, open source groups) and manage liaisons;
Serve as the escalation review authority for Area projects;
Decide by rough consensus all matters coming before the Area Board, escalating any matter to the ONF Board of Directors should it not be possible to resolve the matter by consensus within the Area Board.
Minimum requirements to be appointed as an Area Board representative
- Requires a representative’s company to be an ONF Member in good standing
- Requires representative’s company to demonstrate “ongoing active participation and commitment towards advancing in one or more projects within the Area”
- The Area Board will invite a specific individual to sit on the board
- Each representative to the Governing Board shall be an employee of a Member company, or a Member’s Affiliate as defined in the ONF bylaws.
- A Member company cannot swap out the individual representative without Area Board approval
- The Area Board shall allow named alternates to attend
- No company shall have more than 1 representative on the Area Board
- Area Board shall be limited to 15 representatives (size can be increased by approval of the Broadband Area Board)
- Area Board will fill the seats on the Area Board with the goal that a minimum of 50% of the companies represented on the Area Board are network or cloud operators
- Area Board representatives are expected to act in the best interest of the larger community, not just in the interest of their own employer/affiliation
- Area Board representatives need to commit resources for Board participation including online and face-to-face meetings
Retaining a seat & Removal from the Area Board
- Each board representative’s company is expected to continue to demonstrate “ongoing active participation and commitment towards advancing in one or more projects within the Area”.
- If not currently active (as determined by consensus of all disinterested Area board representatives), then the representative will need to step down from the Area Board, or remedy the situation by demonstrating compliance within three (3) months of a finding of inactivity
- The ONF Board has ultimate authority over the Broadband Area Board. Although such action is very unlikely, the ONF Board has the authority and reserves the right to remove a representative, immediately or otherwise, from the Broadband Area Board.
Area Board Conduct of Meetings & Decision Making
- The Area Board’s operating model is to agree by rough consensus
- As an open source organization, software contributions will be viewed favorably to help guild the direction of the projects.
- Mantra: “Running code leads to rough consensus”
- The necessary quorum to form consensus on an issue is a majority (more than 50%) of all board representatives. If such a quorum cannot be reached in the first meeting addressing an issue, in a subsequent meeting no quorum shall be required to form consensus on the same issue provided that all board representatives are offered an opportunity to participate in the decision by email if they cannot attend the subsequent meeting.
- If there should be a stalemate, the issue shall be escalated to the executive committee of the ONF Board of Directors.
- The Area Board shall appoint a Chairperson (“Chair”) and possibly a Co-Chair.
- The Chair(s) will preside over meetings of the Area Board, manage any day-to-day operational decisions, and will be responsible for the submission of minutes for Area Board approval.
- The ONF Board of Directors will assign an ONF representative to the Area Board to participate in all Area Board proceedings.
- Area Board meetings will be limited to the Area Board representatives, the associated project TST lead(s), the Marketing Council chair, and invited guests.
- The Area Board may invite guests to participate in consideration of specific topics (but such a guest may not participate in any matter of decision before the Area Board).
- Area Board meetings will be private unless decided otherwise by the Area Board.
Broadband Area Marketing Council
- The Area Board may establish a Marketing Council
- The Marketing Council (if established) will include one appointed representative from each company with a representative on the Area Board.
- Meetings of the Marketing Council should be open to the community
- Any ONF Member may appoint a representative to observe and contribute ideas to the Marketing Council.
- ONF staff, in particular ONF marketing staff, will attend meetings of the Marketing Council.
- The Marketing Council is responsible for the design, development and execution of community outreach efforts (including messaging, marketing, events and education) on behalf of the Area Board. The Marketing Council will work with ONF marketing staff who will help with execution.
- The Marketing Council is expected to coordinate closely with the Area Board and technical communities to maximize the outreach and visibility of the Area and related Technical Projects throughout the industry.
- The Area Board may appoint a chairperson of the Marketing Council or delegate responsibility for selecting a chairperson to the Marketing Council. The Marketing Council chairperson will be responsible for liaising and coordination with the Area Board and ONF marketing. The Marketing Council chairperson may attend meetings of the Area Board.
Area Board Meeting Schedule
- The Area Board shall establish its own meeting cadence, but it is expected that the board will meet at least monthly to start, and shall at a minimum meet quarterly.
- The Area Board will endeavor to meet in person at least twice a year
- All Area Board representatives must abide by ONF’s Antitrust Policy available at https://opennetworking.org/wp-content/uploads/2017/08/ONF-AntiTrust-Guidelines.pdf
- All Area Board representatives must encourage open participation from any organization able to meet the ONF Membership requirements, regardless of competitive interests. Put another way, the Area Board will not seek to exclude any ONF Member based on any criteria, reason or requirement other than those that are reasonable and applied on a non-discriminatory basis to all Members.
- No participant shall be excluded from a committee or any activity for an anticompetitive reason.
Amending this Charter
- This Charter may be amended by (i) consensus of the Broadband Area Board and (ii) subsequent approval by the ONF Board of Directors.
- This Charter may be amended by the ONF Board of Directors in its sole authority upon approval by the ONF Board of Director and by providing written notice to the representatives of the Area Board. For the avoidance of doubt, the ONF Board of Directors has superseding authority over the Area Board.