# CNCF Legal Committee Charter

(a) The responsibilities of the Legal Committee include making recommendations to the Governing Board in response to questions submitted to the Legal Committee by the Governing Board.  For clarity, the Legal Committee does not represent CNCF and does not have an attorney-client relationship with CNCF.

(b) Participation on the Legal Committee is optional.  The voting members of the Legal Committee will consist of attorney representatives from Platinum, Gold, and Silver Members who have appointed seats on the Governing Board.  Governing Board members appointed by such Platinum, Gold, and Silver Member companies who wish to participate on the Legal Committee may do so together with any attorney representative of their company.  Additionally, the Governing Board may designate one or more Governing Board members to attend Legal Committee meetings as non-voting liaison observers. 

(c) In the event that the attorney representative appointed by an eligible Member company is unable to attend a Legal Committee meeting, the Member company may send an alternate attorney representative to that meeting which alternate representative may participate in voting. 

(d) Decisions will be made based on consensus whenever practicable. If, however, any decision requires a vote to move forward, attorney representatives of the Member companies participating in the Legal Committee will vote on a one vote per Member company basis.  Actions of the Legal Committee may be approved by a simple majority, provided that a quorum is participating in the vote.  Abstentions will be excluded from the denominator for purposes of determining whether a majority has voted affirmatively; in other words, an action will be approved when the number of “FOR” votes exceeds the number of “AGAINST” votes.

(e) Legal Committee members shall be provided with notice of the date and time and proposed agenda of a regular meeting at least fourteen (14) calendar days in advance of the meeting.  If a vote will be held at the meeting, the matter to be voted upon must be included in the agenda for the meeting.  In the event the Governing Board determines it is necessary to call an emergency meeting of the Legal Committee, at least five (5) calendar days notice of the date and time and proposed agenda for the meeting shall be provided, and any voting shall take place by email or written or electronic ballot rather than at the emergency meeting.

(f) Voting may be conducted (i) during a meeting at which a quorum is present and the notice requirements of paragraph (e) of this charter were complied with; (ii) by email, (iii) by written or electronic ballot; or (iv) a combination of the foregoing.  For any vote conducted by email or by written or electronic ballot, the deadline for submitting a vote shall be not less than fourteen (14) calendar days after Legal Committee members are provided with notice that their vote is being solicited.

(g) Quorum for any vote shall require attendance or participation by a majority of voting members of the Legal Committee.  “Abstain” votes shall be counted as attendance or participation for purposes of determining quorum.  
