Advisory Board Charter

The purpose of the Open Compute Project Advisory Board (the "OCP Advisory Board") is to provide advice and insight to the Open Compute Project Board of Directors (the "OCP BD") on a range of topics. The OCP Advisory Board may be asked to provide advice on how to grow the foundation, manage a significant business or technology transition, expand into new markets and geographies or tackle specific problems.

1. Mission. Open Compute Project has established the OCP Advisory Board to assist and support the growth and impact of the Open Compute Project. The role of the OCP Advisory Board shall be purely advisory in nature, and shall not in any way bind the Open Compute Project or any project of the Open Compute Project to any commitment.
2. Responsibilities. The primary responsibilities of the OCP Advisory Board may include:
   1. Provide advice, feedback and support as requested regarding:
      • strategic priority planning for identifying gaps and opportunities for open source or collaboration-centric projects hosted by Open Compute Project;
      • appropriate coalitions or consortiums to address the above gaps;
      • high-level messages for market and open source communities;
      • prospective projects to be hosted by Open Compute Project.
   2. Represent non-confidential views and insight to new opportunities for the Open Compute Project;
   3. Provide technology and policy perspectives relevant to Open Compute Project projects; and
   4. Support the growth of Open Compute Project and its projects by:
      • Amplifying communication of OCP Value Proposition, Brand, goals, mission, milestones;
      • Supplying leadership in organizing and/or supporting local community building events in Europe and APAC, as well along with NA; and
      • Extending the Open Compute Project network through introductions of relevant parties in the community, private and public sector.
      • Contributing to OCP with open technology and solutions
      • Evangelizing OCP in their respective organizations and securing volunteers for OCP workstreams, projects and contributions
3. Eligibility. The OCP Advisory Board is to be made of individuals representing the Open Compute Project community, stakeholders, projects and the OCP BD. The OCP Advisory Board will maintain criteria for membership on the OCP Advisory Board, subject to approval of such criteria by the Open Compute Project. Members of the OCP Advisory Board are expected to be employed by organizations that have current, signed membership agreements with Open Compute Project (each, a "Participant").
4. The OCP Advisory Board shall be initially composed of up to 8 people at the discretion of the OCP BD, based on Participants’ interest and availability to put forward appropriate candidates for the role.
5. Ongoing composition, tenure, and other aspects of membership in the OCP Advisory Board will be determined by the OCP BD.
6. Meetings of the OCP Advisory Board:
   1. Regular and Special Meetings. The OCP Advisory Board will ordinarily hold a minimum of two telephonic meetings per year, each called by the OCP BD. In addition, there may be face-to-face meetings co-located with the OCP Global Summit and/or the OCP Regional Summit events.
   2. Notice of Meetings. Notice of the time and location (or access number, as appropriate) of all meetings shall be given to each OCP Advisory Board member at least (7) days prior to such meeting.
   3. Leadership. Leadership of the OCP Advisory Board shall be shared between an OCP BD member and the OCP CEO. A co-chair shall provide notice of meetings and shall preside over the meetings.
   4. Participation. It is expected that OCP Advisory Board members attend 4 meetings per year. Two of such meetings are face-to-face meetings.
   5. Agenda. The agenda for all meetings of the OCP Advisory Board shall be as determined by the OCP Advisory Board co-chairs, however, the agenda for each meeting shall provide time for any OCP Advisory Board members to raise any topic or matter of concern within the mission and responsibilities of the OCP Advisory Board.
   6. Minutes. The OCP Advisory Board shall cause minutes to be kept at all meetings of the OCP Advisory Board and available within a reasonable time after each such meeting.
7. Amendments. The OCP BD may amend or modify this Charter or the mission or responsibilities of the OCP Advisory Board at any time and will provide notice to the OCP Advisory Board. This Charter does not convey any rights of any nature to the members of the OCP Advisory Board except as explicitly provided in this Charter. OCP Advisory Board members may speak publicly about their participation, but are under no obligation to do so.
8. Applicability of the Project Policies. In carrying out their responsibilities under this Charter, all Advisors shall abide by this Charter and adhere to the policies of Open Compute Project, including without limitation all policies applicable to members of Open Compute Project.

Drafted : October 30, 2023 | Approved : January 9, 2024