member. 5) Technical Advisory Council a) The role of the TAC is to facilitate communication and collaboration among the Technical Projects. The TAC will be responsible for: i) maintaining an overall strategic vision for technical collaboration and coordinating collaboration among Technical Projects, including development of an overall technical vision for the community; ii) making recommendations to the Budget Committee of resource priorities for Technical Projects; iii) electing annually a chairperson to preside over meetings, set the agenda for meetings, ensure meeting minutes are taken and who will also serve on the Governing Board as the TAC’s representative (the “TAC Representative”); iv) creating, maintaining and amending project lifecycle procedures and processes, deciding where Technical Projects fall within that lifecycle; v) determining when a technical project should be admitted as a Technical Project or any Technical Project should be considered a TAC Project; and vi) such other matters related to the technical role of the TAC as may be communicated to the TAC by the Governing Board. b) The voting members of the TAC consist of: i) one representative appointed by each Premier Sponsor; ii) up to two “at large” representatives appointed by vote of the TAC; and iii) one representative appointed by the technical oversight body (e.g., a technical steering committee) of each TAC Project (as defined herein). c) TAC meetings are intended to be open to observe by Sponsors, contributors to any TAC Project and others in the general public interested in the OpenWallet Foundation. The TAC may decide whether to allow named representatives (one per voting member) to attend as an alternate. d) At the start of the OWF, “TAC Projects” are those Technical Projects listed as having voting representatives on the TAC on the Directed Fund’s web site. Thereafter, any Technical Project can become a TAC Project through the approval of the Technical Project’s technical oversight body and the TAC (by a two-third’s vote). The TAC may approve and modify a project lifecycle policy that will address the incubation, archival and other stages of TAC Projects. 9

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