The seL4® CoE will be governed by a Board of Directors, comprised initially of seven members. The board of Directors will have a constitution initially defined by these bylaws and its modifications will require an amendment of the bylaws. The constitution of the Board of Directors is defined as seven members where four (4) positions are reserved for organizations as described below, and three (3) others are to be elected amongst the representatives of members in good standing. The composition of the Board of Directors is presented as:
2 Directors indicated by The United States government > Such directors should be representatives from departments or agencies of the US Government which are members of the CoE.
1 Director from the seL4 Foundation > The foundation has a permanent Director position in order to keep the alignment of the CoE with the Foundation. This director should be a representative of the Foundation, which is also a member in good standing of the CoE.
1 Director from the CoE host entity > As the initial host of the CoE, the Griffiss Institute (GI) is assigned a permanent position at the board. If in the future the host of the CoE changes, this position shall be granted to the new host entity of the CoE.
3 Directors to be selected from the membership > these three positions on the board shall be elected from the representatives of members in good standing, for a term of two (2) years. To avoid a complete turnover of elected board members in any single election cycle, one of the three initial elected director positions will be designated for a special 1-year term. Thereafter, all elected directors will serve a 2-year term.
The board sets policy and appoints officers (if any); and delegates responsibility for specific policy or operational areas to each officer.
The Board shall appoint such committees, committee chairs and vice chairs as the Board from time to time deems necessary or appropriate to conduct the business, to address issues concerning the CoE, and to further the specific purpose of the CoE.
The Board shall have the final vote of approval of recommendations (specification changes, roadmap updates, etc.) put forward by the Committees. The Board shall retain the right to limit the powers and duties of any Committee that it has created and to disband any such Committees in its sole discretion.
The Board shall have the power to amend Bylaws by an affirmative supermajority two-thirds (2/3) vote of all Directors.
Following an initial startup period (not to exceed 2 years), an election will be held annually to fill any openings in the member-elected Director positions, in accordance with these bylaws.
The representatives of permanent positions at the Board can be replaced by their organizations after a period of 30 days’ notice to the board of directors. In order to prevent the Board from being rendered ineffective, this substitution cannot be exercised within 60 days of the election of Directors related to the membership at large.
In the event of a vacancy on the Board, the remaining Directors, except as otherwise provided by law or these By-laws, may exercise the powers of the full Board until the vacancy is filled. The board may also indicate a representative from a member in good standing to occupy the vacancy until the next period of elections.
An elected board member may be removed through a supermajority two-thirds (2/3) vote of the Board. Once a board member has been removed, the open position will be treated as a vacancy.
The Chairperson is to be selected from one of the two representatives of the United States Government. The Chairperson shall have all the powers normally associated with the role of chief executive officer and preside at all meetings of the Board, in addition to any other power granted the Chairperson under these By-laws or by applicable law. The Chairperson shall oversee the management of the business of the CoE and see that all orders and resolutions of the Board are carried into effect.
The Executive Director (initially from the Griffiss Institute) shall preside over the day-to-day affairs of the CoE under the direction of the Board and the Chairperson and perform such other duties and have such other powers as the Board or the Chairperson may from time to time prescribe.
The Board may appoint such Committees as the Board from time to time deems necessary or appropriate to conduct the business and further the Specific Purpose of the CoE.
The Board shall retain the right to limit the powers and duties of any Committee that it has created and to disband any such Committees in its sole discretion. The Committee Chair shall report back at a frequency defined by the Board.
The Board shall have the final vote of approval of the recommendation of the Committees. Votes associated with Committees require approval of the Board by majority.
The initial committee appointed by these bylaws is the Organizing Committee responsible to establish the CoE and transfer power to the initially elected Board of Directors. This committee was selected from current organizations involved in the development of the CoE, and it is composed as such:
Chairperson, representative of DARPA: Dr. Raymond Richards
During the initial period and until such time as a Board of Directors is established, the Organizing Committee will have the authority of the Board of Directors, hold its functions and assume the duties and responsibilities of the Directors. Decisions of the committee will be reached through consensus. Where consensus cannot be reached and it is a time-sensitive matter that must be decided, the Chairperson can call for an affirmative majority vote of committee members to reach a decision. Once the CoE is establish and operational with an elected and functioning Board of Directors, the committee will transfer its executive powers to the elected board and be automatically dissolved.
Technical Steering Committee (TSC)
When established by the Board, the TSC Serves a technical advisory role to the Board of Directors. Subject to such policies as may be set by the Board, the TSC is responsible for technical development within the CoE, to include:
CoE Technical direction (software distributions and roadmap)
Establishing release dates
Coding and Release Quality Standards
Project governance and processes
Mediating technical conflicts
The TSC will be composed of at least three (3) members. Memberships on the TSC is not time limited. The size is expected to vary in order to ensure adequate coverage of important areas of expertise, balanced with the ability to make decisions efficiently.
Each Platinum member in good standing will be automatically granted at least one (1) position on the Technical Steering Committee.