OpenTitan Governing Board Terms of Reference

Purpose

The OpenTitan Governing Board (OTGB) is part of the OpenTitan governance structure. It is responsible for all oversight of the Project including setting its strategy. Terms of Reference for the OTGB are set in the OpenTitan Technical Charter which is the definitive reference for OTGB governance.

Expectations and Conduct

All OpenTitan spaces, including the OTGB, are covered by the OpenTitan code of conduct to ensure a welcoming and respectful community.

Membership

The OTGB membership is:

  • Aaron Durbin (Rivos)
  • Claus Dietze (Giesecke & Devrient)
  • Jay Alphey (lowRISC)
  • Miguel Osorio (Google)
  • Ran Klier (Nuvoton)

Roles

An OTGB Chair would be advisable.

Appointing members

Membership of the OTGB is defined in the OpenTitan Technical Charter.

Meetings

OTGB meetings will be held regularly on an agreed schedule. The Chair may call additional meetings from time to time. Minutes should be kept in a form accessible to OTGB members but will be considered confidential to this group.

Notification of meetings

Agenda items should be submitted at least three days in advance of the meeting. The Chair should circulate the agenda at least two days in advance of the meeting.

Voting and quoracy

Voting uses the following rules unless otherwise specified.

  • Voting may be at a meeting or offline.
  • If voting is offline, at least two weeks’ notice is required
  • For a vote to be quorate, it requires:
    • At least 60% of OTGB members to attend a meeting or respond to an offline vote
  • For a vote to pass, it requires
    • At least 75% of those OTGB members who attend or who respond to an offline vote to be in favour

The chair has no enhanced voting rights as a result of their position.

Communication

Decisions and action points should be recorded and distributed to OTGB members no later than a week after the meeting. Where OTGB decisions affect the broader OpenTitan community, the Chair should ensure that information is sent, or documentation updated, in a timely manner.

Responsibilities

Arbitration of the RFC process

If the OTTC escalate approval of an RFC, the OTGB will investigate and ensure a decision.

Management of the Project’s technical roadmap

The OTGB maintains and publishes the roadmap, reviewing proposals and ensuring that a plan of record is published.

Management of the governance structure

The OTGB manages OpenTitan governance, making changes as required and reviewing changes proposed by others.

Modifying the terms of reference

The OTGB Terms of Reference are set by the Technical Charter and by the OTGB and any changes to this document should be made by the OTGB as long as these do not conflict with the Technical Charter.