PREAMBLE
This Charter establishes the Open Sovereign AI Federation ("OSAF") as a collaborative initiative dedicated to the advancement and governance of sovereign AI infrastructure.
ARTICLE 1: DEFINITIONS
1.1 "Charter" means this document, including any amendments adopted in accordance with the provisions herein.
1.2 "Confidential Information" means non-public information designated as confidential by the disclosing Member, including technical specifications, capacity data, pricing, and business strategies.
1.3 "Member" means an entity admitted to membership of OSAF pursuant to Article 4.
1.4 "Sovereign AI Infrastructure" means AI compute infrastructure owned, operated, and governed within a defined legal jurisdiction, maintaining data residency, model control, and governance structures not subject to extraterritorial laws inconsistent with the operator’s legal obligations.
1.5 "Working Day" means a day other than a Saturday, Sunday, or public holiday in New South Wales, Australia.
ARTICLE 2: MISSION AND OBJECTIVES
2.1 Mission. OSAF exists to create a trusted federation of sovereign AI infrastructure providers, enabling interoperable, secure, and jurisdictionally governed AI infrastructure.
2.2 Objectives. OSAF shall:
(a) Promote sovereign AI infrastructure as a component of national digital strategy;
(b) Establish open technical standards and reference architectures for interoperability;
(c) Enable cross-border collaboration on technical and policy challenges;
(d) Provide a neutral forum for engagement with governments and industry;
(e) Accelerate adoption through collaborative innovation.
ARTICLE 3: GUIDING PRINCIPLES
3.1 Independence. Members remain commercially and operationally independent. No joint venture or partnership is created by membership.
3.2 Openness. Governance, standards, and public communications shall be conducted transparently.
3.3 Interoperability. Members commit to supporting open APIs and standards.
3.4 Sovereignty. Members commit to effective sovereignty over AI infrastructure, including data residency and governance.
3.5 Competition Law Compliance. Members shall conduct themselves in compliance with applicable antitrust laws.
ARTICLE 4: MEMBERSHIP
4.1 Classes of Membership.
(a) Founding Member. Initial signatories to the OSAF Membership Agreement. Founding Members hold voting rights and are not transferable.
(b) Full Member. Entities admitted by the Steering Committee; hold one vote.
(c) Associate Member. Non-voting entities supporting OSAF’s mission.
(d) Observer. Invited non-voting entities (government, academic, standards bodies).
4.2 Eligibility and Application. Membership is open to organisations committed to sovereign AI infrastructure, including qualifying operators, infrastructure providers, research institutions, government or public-sector bodies, enterprise users and ecosystem partners. Applicants must execute the OSAF Membership Agreement. Applications are reviewed by the Steering Committee.
4.3 Termination. A Member may withdraw via 30 days’ notice. The Steering Committee may terminate membership for uncured breach of this Charter or conduct bringing OSAF into disrepute.
ARTICLE 5: GOVERNANCE
5.1 Steering Committee. Comprised of one representative from each Founding and Full Member.
5.2 Chair. Elected by simple majority for a one-year term.
5.3 Meetings. Minimum of two per year. Quorum is a majority of voting members.
5.4 Voting.
(a) Ordinary resolution: Simple majority.
(b) Special resolution (Charter amendments): Two-thirds (2/3) majority of Founding and Full Members.
(c) Dissolution: Three-quarters (3/4) majority of Founding and Full Members.
5.5 Working Groups. Established by the Steering Committee for specific technical or policy domains.
ARTICLE 6: INTELLECTUAL PROPERTY AND BRANDING
6.1 Ownership. Members retain ownership of pre-existing Intellectual Property (IP).
6.2 Branding. OSAF name and logo are OSAF assets. Members are granted a revocable license to use branding solely in connection with their membership.
6.3 Open Source. Contributions to OSAF-sponsored projects shall be governed by the license specified by the Steering Committee.
ARTICLE 7: ANTITRUST AND CONFIDENTIALITY
7.1 Antitrust Compliance. Prohibited discussions include pricing, customer/market allocation, and output restrictions. The Chair shall intervene in any discussions raising competition concerns.
7.2 Confidentiality. Members shall protect Confidential Information with reasonable care and use it only for OSAF-related purposes. Obligations survive termination for three (3) years.
ARTICLE 8: LIABILITY AND DISSOLUTION
8.1 Limitation of Liability. OSAF is an unincorporated association; no Member is liable for the debts or acts of OSAF solely by virtue of membership.
8.2 Dissolution. Upon dissolution, any remaining assets shall be applied consistently with OSAF’s non-profit purpose, including transfer to a successor non-profit, standards body, research institution or other organisation with substantially similar objectives, as determined by the Steering Committee and permitted by applicable law. No surplus assets shall be distributed to Members merely by virtue of membership.
ARTICLE 9: ADMINISTRATIVE PROVISIONS
9.1 Governing Law. This Charter is governed by the laws of New South Wales, Australia.
9.2 Severability. Invalid provisions shall be severed while the remainder remains in effect.
9.3 Notices. Notices must be in writing and delivered by email.
ARTICLE 10: FOUNDING MEMBERS
SCX.ai Holdings Limited (ACN 688 872 095)
Level 16, 447 Kent Street
Sydney NSW 2000
Australia
Represented by: David Keane, Co-Founder and CEO
Additional Founding Members will be listed as execution pages are completed.
This public charter page summarises the operative charter. Formal execution pages are maintained separately by the OSAF Secretariat.
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