Governing Board Charter

Amended January 27, 2026

  1. Governance Structure of the OpenROAD Initiative

    1. The OpenROAD Initiative is a 501(c)(3) organization that is managed by a Governing Board. The OpenROAD Initiative also has a Technical Steering Committee (“TSC”) which reports to the Governing Board and whose purpose is to represent the interests of and to provide active technical leadership to the projects supported by the OpenROAD Initiative. Other committees, working groups, and similar bodies may also be established, all of which will report to the Governing Board.

  2. Mission and Scope of the OpenROAD Initiative

    1. The mission of the OpenROAD Initiative is to advance and sustain the open-source EDA ecosystem by fostering collaborative innovation in chip design across research, education, and industry—transforming ideas into silicon.
    2. The scope of the OpenROAD Initiative includes support for the OpenROAD project and any dependencies or complementary projects as approved by the TSC (“subprojects”).

  3. Membership

    1. The OpenROAD Initiative is composed of Principal, Contributing, Sustaining, and Associate Members, each being a company or individual who has executed a Membership Agreement (collectively “Members”). Each Member who is in Good Standing enjoys the privileges and assumes the obligations outlined in this Charter. During the term of their membership, all Members must adhere to the policies adopted by the OpenROAD Initiative, which may be amended from time to time by the Governing Board with notice to Members.
    2. Principal Membership Tier
      1. Rights & Privileges. Principal Members may designate a representative to sit on the Governing Board, TSC, and any Committee that is established by the Governing Board, and employees of Principal Members are eligible to be elected Chair of the Governing Board, TSC, and any such Committees. Further benefits of Principal Membership include ten complimentary registrations for any events that occur during the membership year, as well as prominent display in OpenROAD Initiative electronic and/or print materials.
      2. Membership Cap. The number of Principal Members is limited to 3, but may be raised via formal vote of the Governing Board, after which this Charter will be amended accordingly.
    3. Contributing Membership Tier
      1. Rights & Privileges. Contributing Members, acting as a class, may elect one representative to sit on the Governing Board for an annual term, as part of a process and schedule that is determined by the Governing Board. Contributing Members may also designate a representative to sit on the TSC and any Committee that is established by the Governing Board, and employees of Contributing Members are eligible to be elected Chair of the TSC and any such Committees. Further benefits of Contributing Membership include five complimentary registrations for any events that occur during the membership year, as well as prominent display in OpenROAD Initiative electronic and/or print materials.
    4. Sustaining Membership Tier
      1. Rights & Privileges. Sustaining Members may have their name displayed on the OpenROAD Initiative website. Sustaining members do not have any voting rights in elections. Further benefits of Sustaining Membership include five complimentary registrations for any events that occur during the membership year, as well as prominent display in OpenROAD Initiative electronic and/or print materials.
    5. Associate Membership Tier
      1. Rights & Privileges. Associate Members may sit on the Governing Board for an annual term when nominated and elected by the Governing Board, as part of a process and schedule that is determined by the Governing Board. Further benefits of Associate Membership include one complimentary registration for any events that occur during the membership year. If the Associate Member is employed full-time by a university, all full-time students of the sponsoring university may also be considered Associate Members, provided they comply with this Charter.
      2. Membership Restriction. The Associate Membership level is limited only to organizations or individuals that have been invited and approved by the Governing Board.

  4. Governing Board

    1. Composition. The Governing Board consists of the following voting members:
      1. Each Principal Member’s appointed representative,
      2. The elected Contributing Member representative,
      3. Any Associate Member(s) elected by the Governing Board, and
      4. The chair of the Technical Steering Committee.
    2. Roles. The Governing Board consists of the following roles, to be filled by Governing Board member representatives: Chair, Secretary, and Treasurer. A single representative may hold no more than two roles. Additional roles may also be established by the Governing Board.
      1. The Chair presides over Governing Board meetings and administers the day-to-day affairs of the OpenROAD Initiative.
      2. The Secretary submits meeting minutes for Governing Board approval, may preside over Governing Board meetings in the absence of the Chair, and may perform other duties as determined by the Governing Board.
      3. The Treasurer monitors operating expenses of the OpenROAD Initiative, prepares financial reports for Governing Board approval, executes expenditures approved by the Governing Board, and may perform other duties as determined by the Governing Board.
    3. Responsibilities. The Governing Board is responsible for the organizational leadership of the OpenROAD Initiative, including:
      1. Approval of all budgets and expenditures;
      2. Deciding legal matters;
      3. Nominating and electing Governing Board roles;
      4. Establishing committees;
      5. Appointing committee roles;
      6. Establishing and amending rules, charters, and other processes as identified by the Governing Board; and
      7. Voting on any other matters brought before the Governing Board.
    4. Meeting Schedule and Structure
      1. The Governing Board meets on a regular basis and shall hold a minimum of four Governing Board meetings per calendar year.
      2. Governing Board meetings are held via online video conference.
      3. Governing Board meeting attendance is limited only to the voting members of the Governing Board and invited guests. Invited guests may contribute to discussion of specific matters as requested by the Governing Board, but may not vote on any such matters.

  5. Technical Steering Committee

    1. Composition. The TSC consists of the following voting members:
      1. Each Principal Member’s appointed representative,
      2. Each Contributing Member’s appointed representative, and
      3. A designated representative of each subproject as approved by a simple majority of each subproject’s Committers.
    2. Roles. The TSC consists of the following roles, to be filled by TSC member representatives: Chair. Additional roles may also be established by the TSC or Governing Board.
      1. The Chair presides over TSC meetings and serves as the primary technical representative to the Governing Board.
    3. Responsibilities. The TSC is responsible for technical leadership of the OpenROAD Initiative’s subprojects, including:
      1. Coordinating the overall technical direction of the OpenROAD Initiative;
      2. Approving the creation, addition, or removal of subprojects;
      3. Establishing technical processes for subprojects such as issue reporting, security vulnerability reporting, workflows, community norms, and best practices;
      4. Establishing interest groups; and
      5. Reaching consensus on technical matters that affect multiple subprojects or interoperability between subprojects.
    4. Meeting Schedule and Structure
      1. The TSC meets on a regular basis and shall hold a minimum of twelve TSC meetings per calendar year.
      2. TSC meetings are held via online video conference.
      3. TSC meetings are open to the general public.

  6. Voting

    1. All Governing Board and Committee meetings require attendance by at least two-thirds of the voting representatives to constitute a quorum for the purposes of voting. If quorum is not met, voting decisions may not be made during the meeting and should occur electronically via email instead.
    2. For any decision put to vote, each voting representative will cast a single vote.
    3. Decisions put to vote require a two-thirds majority.
    4. In the event of a tie or other issue that cannot be resolved in the TSC or other Committee, the decision may be escalated to the Governing Board.

  7. IP Policy

    1. Members are not obligated to contribute technical artifacts to any subprojects supported by the OpenROAD Initiative.
    2. All contributors, including both members and non-members, must sign a Developer Certificate of Origin (DCO) statement prior to contributing any technical artifacts to OpenROAD Initiative subprojects.
    3. The OpenROAD Initiative has adopted the Developer Certificate of Origin Version 1.1 as published by The Linux Foundation at http://developercertificate.org. The DCO language and signing process may be amended from time to time by the Governing Board with notice to Members.
    4. Subprojects may only accept contributions that have applied the BSD 3-Clause or Apache 2.0 open source license. Other permissive licenses may only be applied with approval by the Governing Board.

  8. Trademarks

    1. All trademarks associated with subprojects, including those related to any Conformance Program, must be transferred to and held by The OpenROAD Initiative Inc.
    2. Usage of all OpenROAD Initiative trademarks is governed by the OpenROAD Initiative Trademark Guidelines, which may be amended from time to time by the Governing Board with notice to Members.

  9. Amendments

    1. This Governing Charter may be amended by a two-thirds majority vote of the entire Governing Board.