The Autoware Foundation Charter
The Autoware Foundation Charter
Effective 3rd Dec 2018
Updated 26th Dec 2022
Updated 1st Apr 2025
1) Mission and Scope of the Autoware Foundation
i) The Autoware Foundation (“the Foundation”) is a not-for-profit organization with a vision of “Building open-source software for globally trusted autonomous driving systems that engage and advance society”.
ii) The Foundation shall co-create a neutral, trusted hub that advances safety and beyond in mobility and society. For this purpose, the Foundation supports Autoware projects including but not limited to Autoware Core/Universe, and Autoware.IO (each a “Technical Project”) in accordance with the provisions of this charter (the “Charter”).
2) Organization
i) The Foundation shall operate under the guidance of the Board of Directors (the “Board”). The Board shall monitor the execution of the Foundation and provide strategic directions and guidance for the management of the organization.
ii) The decision making for the major organizational issues, the management of the budget, workforce and resources of the Foundation and the main point of communication between the Board and organizational execution will be set forth by the Execution Leadership Team (the “ELT”).
iii) The governance of Technical Projects will be as set forth by the Technical Steering Committee (“the TSC”), and relevant sub-committees.
iv) The strategic direction of the Foundation will be as set forth by the Strategic Planning Committee (“the SPC”), and relevant sub-committees.
v) The foundation may also have the Operations Team (“the OT”) and other bodies that may be established by the ELT. All bodies other than sub-committees of the TSC and SPC shall report to the ELT.
vi) Individuals may, upon invitation, sit as Advisors to the Board or Fellow of the Foundation.
vii) New members of the Board and the ELT are invited and approved by the founding Board of directors to serve in the best interest of the Foundation.
viii) Members of the Board shall continue to hold their positions as individuals separate from the membership status of their respective organizations. Chairs of the TSC and the SPC shall be elected from the Premium Members.
3) Membership
i) Upon ELT approval, new members may join the Foundation.
ii) The Foundation will be composed of Premium Members, Industry & Government Members, Non-Profit Organization Members and Centers of Excellence (CoE) Members (each, a “Member” and, collectively, the “Members”). All participants in the Foundation enjoy the privileges and undertake the obligations described in this Charter which may, from time-to-time, be amended by the ELT.
iii) Unless separately arranged, membership in the Foundation shall be renewed on an annual basis upon mutual agreement by the Member and the ELT.
iv) The ELT may accept in-kind contributions in lieu of membership fees.
a) Premium Membership
Premium Members of the Foundation shall be entitled to:
i) influence the strategic direction and business, financial, and technical priorities for Autoware;
ii) showcase brand momentum and leadership in the autonomous driving space with a dedicated press release announcing their membership;
iii) sponsor and participate in project activities governed by the TSC;
iv) one voting seat on the TSC and the SPC;
v) participate in the SPC’s activities;
vi) serve as advisors to the Board and the ELT.
b) Industry & Government Membership
Industry & Government Members of the Foundation shall be entitled to:
i) influence the strategic direction and business and technical priorities for Autoware;
ii) make technical proposals related to project activities governed by the TSC;
iii) make strategy proposals to the SPC.
c) Non-Profit Organization Membership
Non-Profit Organization Members of the Foundation shall be entitled to
i) facilitate cross organization collaboration with other research teams around the world;
ii) make technical proposals related to project activities governed by the TSC;
iii) make strategy proposals to the SPC.
d) Centers of Excellence (CoE) Membership
Centers of Excellence (CoE) Members of the Foundation shall be entitled to
i) facilitate cross organization collaboration with other academic teams around the world;
ii) make technical proposals related to project activities governed by the TSC;
iii) lead academic activities supported by the SPC such as academic conference participation.
e) General Membership
All Members will be entitled to:
i) drive new technology by:
a) initiating new Autoware projects with other Members;
b) attending members-only meetings and annual Autoware member summits at which they can connect with the leaders in Autonomous Driving worldwide;
c) collaborating with others across the automotive industry to transform Autonomous Driving technology and the product development landscape;
d) steering the future direction of Autoware and Autonomous Driving technology at-large;
e) facilitating interoperability between Autoware projects to tackle new use cases.
ii) promote their solutions through:
a) exclusive invitation to promote their Autoware-based solutions through our worldwide channels;
b) working with the ELT to forge collaborative relationships with other Members and partners to create cutting-edge Autonomous Driving solutions;
c) applying existing frameworks to industry-specific use-cases through actively working on projects and collaborating with partners on novel product development;
d) leadership quotes and a company description in the press release announcing their membership;
e) cross-promotion of PoCs and announcements on Autoware social media channels and in contributed blog posts on our high-traffic blog;
f) opportunities to speak on behalf of Autoware and your organization at trade shows, roundtables, interviews, and analyst briefings;
g) prominent brand placement with a logo on our Members-only forum and autoware.org as well as listing in our products and services vendor directory;
h) members’ products or services which are built with Autoware being featured in our products and services vendor directory;
i) exposure through Autoware-hosted demos at trade shows and inclusion in white papers,case studies, and videos.
4) Board of Directors
a) Composition
i) The current Board of Directors are Yang Zhang, Suraj Gajendra and Christian John.
ii) Upon invitation, a person may sit on the Board with additional responsibilities of the Foundation.
b) Conduct of Meetings
i) Meetings of the Board will be limited to the Board members and invited guests.
ii) Meetings of the Board shall follow the requirements for quorum and voting outlined in this Charter. The Board may decide whether to allow one named representative to attend as an alternate.
iii) Meetings of the Board will be private unless decided otherwise by the Board. The Board may invite guests to participate in consideration of specific Board topics (but such guests may not participate in any vote on any matter before the Board).
c) Officers
i) The officers (“Officers”) of the Foundation as of the first meeting of the Board will be a Chairperson (“Chair”) and a Treasurer. Additional Officer positions may be created by the Board as required.
ii) Upon invitation and approval of the Board, a new Board member may join the Board.
iii) An existing member may leave or resign from the Board at any time .
iv) Daisuke Tanaka is assigned by the Board as the Administrative Officer upon creation of the Foundation.
v) Shinpei Kato and Daisuke Tanaka are executive officers of the Foundation.
vi) The Chair will preside over meetings of the Board, manage operational decisions, and will submit minutes for Board approval.
vii) The Treasurer will assist in the preparation of budgets for Board approval, monitor expenses and authorize expenditures approved in the budget.
viii) The Administrative Officer will be responsible for managing daily operations and making decisions for the administration office, to assist the Board.
ix) The Board, assisted by the administration office, will be responsible for overall management of the Foundation including but not limited to:
a) overseeing all the Foundation business and community outreach matters;
b) assigning the ELT members;
c) approving a budget directing the use of funds raised by the Foundation from all sources of revenue;
d) biennially nominating and electing Officers of the Foundation;
e) establishing and maintaining end-user advisory councils to support one or more Autoware projects;
f) making the final decision on the crucial organizational decisions or matters escalated by the ELT.
5) Execution Leadership Team
a) The role of the ELT is to execute the organization through day-to-day management of all activities in the Foundation. The ELT is responsible for:
i) Implementing the strategic and technical direction of the Foundation by day-to-day execution of the initiatives set by the committees and the Foundation member;
ii) Presiding over the ELT meetings of the Foundation, including setting the right agenda for the meetings and collaborating with the relevant committees and members effectively;
iii) Controlling the budget and resources of the Foundation, including seeking for public support (e.g., government grants) and evaluation of the AWF-hired personnel;
iv) Maintaining and updating the Charter of the Foundation;
v) Managing the membership portfolio and the direct projects;
vi) Engaging in community outreach obligations and public/academic/industry relations;
vii) Maintaining effective communication with the Board.
b) Conduct of Meetings
i) Meetings of the ELT will be limited to the ELT members and invited guests.
ii) Meetings of the ELT will be private unless decided otherwise by the ELT. The ELT may invite guests to participate in consideration of specific ELT topics.
iii) Meetings of the ELT shall follow the requirements for quorum and voting outlined in this Charter. The ELT may decide whether to allow one named representative to attend as an alternate.
6) Technical Steering Committee
a) The role of the TSC is to facilitate communication and collaboration among the Technical Projects and CoE. The TSC will be responsible for:
i) coordinating collaboration among Technical Projects, including development of an overall technical vision for the community, in consultation with the SPC;
ii) making recommendations to the ELT of resource priorities for Technical Projects;
iii) biennially electing a chairperson to preside over meetings, set the agenda for meetings, ensure meeting minutes are taken and who will also serve on the ELT as the TSC’s representative (the “TSC Representative”) and may observe the ELT meetings unless decided otherwise by the ELT;
iv) creating, maintaining and amending project lifecycle procedures and processes, subject to the approval of the ELT;
v) such other matters related to the technical role of the TSC as may be communicated to the TSC by the Board and the ELT.
b) The voting members of the TSC consist of representatives appointed by each Premium Member.
c) One representative of any Member may observe meetings of the TSC. Any committers from a TSC Project may observe meetings of the TSC. The TSC may change this at any point in time, including:
i) opening meetings to a broader community;
ii) holding closed meetings;
iii) holding meetings open to the public.
d) At the start of the Foundation, “TSC Projects” are those Technical Projects listed as having voting representatives on the TSC on the Foundation’s website. Thereafter, any Technical Project can become a TSC Project through a proposal from the TSC and approval of the ELT and the Board. The TSC, the ELT and the Board may approve a project lifecycle policy that will address the incubation, archival and other stages of TSC Projects.
e) The chairperson or the vice-chairperson will serve on the ELT and the Board as the TSC’s representatives (the “TSC Representatives”) and may observe the Board meetings unless decided otherwise by the Board.
7) Strategic Planning Committee
a) The role of the SPC is to facilitate communication and collaboration among the Members in setting the high level strategic direction for the Foundation. The SPC is responsible for:
i) making recommendations to the ELT and the Board of the overall direction for Autoware, in consultation with the TSC;
ii) developing and executing strategy for ecosystem promotion (e.g., industry alliances, regional chapters);
iii) defining and executing strategy for addressing safety and security in Autoware projects, as well as regulatory requirements;
iv) biennially electing a chairperson, to preside over meetings, set the agenda for meetings, ensure meeting minutes are taken, and a vice-chairperson, to assist the chairperson;
v) such other matters related to the role of the SPC as may be communicated to the SPC by the Board and the ELT.
b) The voting members of the SPC consist of representatives appointed by Premium Members.
c) Each Premium Member may be entitled to one voting seat on the SPC.
d) One representative of any Member may observe meetings of the SPC. The SPC may change this at any point in time, including:
i) opening meetings to a broader community;
ii) holding closed meetings;
iii) holding meetings open to the public.
e) The chairperson or the vice-chairperson will serve on the ELT as the SPC’s representatives (the “SPC Representatives”) and may observe the Board meetings unless decided otherwise by the Board.
8) Operations Team (OT)
a) The role of the OT is to execute the operations seamlessly and timely to maximize efficiency of the Foundation. The OT is responsible for:
i) designing and implementing cross-functional and back-office processes and procedures, including budget execution and legal/HR related activities;
ii) communicating with Treasurer of the Foundation and the external professional firms for compliance and third-party opinions;
iii) maintaining the ICT environment;
iv) managing the owned/social media accounts and leading marketing, branding, external communications, events and ecosystem engagements;
v) supporting the management of the regional chapters;
vi) such other matters related to the role of the OT as may be communicated to the OT by the Board and the ELT.
9) Voting
a) Quorum for the Board, the ELT and Committee meetings will require fifty percent of the voting representatives. If advance notice of the meeting has been given per normal means and timing, the Board, the ELT or Committee may continue to meet even if the quorum is not met.
b) Ideally decisions will be made based on consensus. If, however, any decision requires a vote to move forward, the representatives of the Board, the ELT or Committee, as applicable, will vote on a one vote per voting representative basis.
c) If there is a tied vote in any Committee that cannot be resolved, the matter may be referred to the ELT.
d) This Charter may be amended by a two-thirds vote of the entire Board.
10) Subsidiaries and Related Companies
a) Definitions:
i) “Subsidiaries” means any entity in which a Member owns, directly or indirectly, more than fifty percent of the voting securities or membership interests of the entity in question;
ii) “Related Company” means any entity which controls or is controlled by a Member or which, together with a Member, 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 membership interests of the entity in question;
iii) “Related Companies” are entities that are each a Related Company of a Member.
b) Only the legal entity which has executed a Participation Agreement and its Subsidiaries will be entitled to enjoy the rights and privileges of such Membership; provided, however, that such Member and its Subsidiaries will be treated together as a single Member.
c) If a Member is itself a foundation, association, consortium, open-source project, membership organization, user group, or other entity that has members or sponsors, then the rights and privileges granted to such Member will extend only to the employee representatives of such Member, and not to its members or sponsors unless otherwise approved by the Board in a specific case.
d) Autoware Foundation Membership is non-transferable, non-salable, and non-assignable, except a Member may transfer its current Membership benefits 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.
11) Trademarks
a) Any trademarks relating to the Foundation, including without limitation any mark relating to any Conformance Program, must be transferred to and held by the Foundation.
12) IP rights
a) Any projects published and managed under the Foundation, unless explicitly stated otherwise, will be open source and Apache 2.0 licensed.
13) Budget
a) The Board will approve an annual budget and is not permitted to approve spending in excess of the funds raised. The budget and the purposes to which it is applied must be consistent with (a) the mission of the Foundation, (b) the non-profit and tax-exempt mission of the Foundation and (c) the aggregate goals of the Technical Projects.
b) The Treasurer will provide the ELT with regular reports of spending against the budget. Under no circumstances shall the Foundation have any expectation or obligation to undertake an action that is not covered in full by funds raised by the Foundation.
c) In the event an unbudgeted or otherwise unfunded obligation arises related to the Foundation, the ELT will take a best-effort approach to address the gap funding requirements.
14) General & Administrative Expenses
a) The ELT will have custody of and final authority over the usage of any fees, funds, and other cash receipts.
15) General Rules and Operations
a) The Foundation activities must:
i) 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 the Foundation in the open source community;
ii) respect the rights of all trademark owners, including any branding and usage guidelines;
iii) engage or coordinate with the Foundation on all outreach, website and marketing activities on behalf of any Technical Project that invoke or associate the name of any Technical Project;
iv) operate under such rules and procedures as may be approved by the ELT.