Foundation Charter

The Software Factory Foundation (the "Foundation") is established as a Delaware nonprofit nonstock corporation, operated as a vendor-neutral, member-driven consortium for the advancement of standards, interoperability, and operational best practices for software factories and AI-powered software engineering systems.

The mission of the Foundation is:

• To publish open, royalty-free standards governing the interfaces, formats, telemetry, and operational practices of multi-agent software development systems.
• To accelerate safe and accountable adoption of AI-powered software engineering across enterprise, academic, and community settings.
• To convene practitioners, vendors, and researchers responsible for production-grade software automation in a forum free from commercial control by any single entity.
• To preserve the interoperability and substitutability of software factory components.

The Foundation's technical scope includes:

• Agent integration protocols and interfaces.
• Specification and exchange of factory operational telemetry.
• Memory, context, and artifact handoff formats between automated systems.
• Audit, evaluation, and conformance criteria for AI-powered engineering tools.
• Operational and safety practices for production deployment of agentic systems.

The Foundation does not develop or distribute commercial software, does not certify individuals, and does not engage in advocacy beyond its published standards.

Membership shall be open to organizations and individuals that affirm the Foundation's antitrust and IP policies and pay dues at the prevailing schedule. There are four categories:

• Enterprise Members — for-profit organizations with material commercial interest in AI-powered software engineering.
• Startup Members — for-profit organizations under the size threshold defined in the membership schedule.
• Research Members — universities, public research institutions, and recognized nonprofit research labs.
• Community Members — individual contributors, open-source maintainers, and small organizations.

All membership categories carry working group voting rights subject to the procedures defined in the Standards Process. Categories differ in board seat eligibility, Technical Steering Committee voting weight, and dues.

The Foundation shall be governed by three bodies:

• The Board of Directors, with authority over strategy, budget, executive direction, and ratification of bylaws.
• The Technical Steering Committee, with authority over the standards process, working group chartering, and cross-group dispute resolution.
• Working Groups, with authority over the technical content of specifications within their chartered scope.

No single member organization, nor any group of organizations sharing common control, may hold more than thirty-three percent (33%) of the seats on any Working Group, Steering Committee, or Board.

The Foundation operates on published, recorded decision procedures defined in the Standards Process. Working Groups operate by lazy consensus for editorial and procedural decisions, and by recorded super-majority vote for ratification of draft and final standards.

All Working Group meetings, mailing lists, and proposal repositories shall be publicly accessible unless explicitly chartered otherwise on grounds of personal privacy, security review, or active vulnerability handling. All votes shall be recorded in the public Foundation registry.

This Charter may be amended only by the affirmative vote of two-thirds of the Board of Directors following a public comment period of not less than thirty (30) days.

In the event of dissolution, all Foundation specifications, registries, and reference implementations shall remain under their published open licenses in perpetuity. Residual assets shall be distributed to one or more open standards organizations consistent with the Foundation's mission.