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Policies & Procedures

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1  OSCI Organizational Overview

In order to carry out all activities to further the objectives and purpose of the Open SystemC Initiative, a California nonprofit mutual benefit corporation ("OSCI"), as outlined in its Articles of Incorporation and Bylaws, three levels of organization are necessary: grass roots technical work; technical coordination; and legal/administration. These levels are known as the Working Groups ("WG"), the Steering Group ("SG") and the Promotions Group ("PG"), and the Board of Directors ("Board") respectively.

2  Board of Directors

2.1  Charter and Mission

The Board is chartered with all executive decision power. However, subject to limitations imposed by applicable law or the governing documents of OSCI, the Board may decide to delegate some of these decisions to the Steering Group, to the President or other officers or to a committee of Board.

2.2  Composition

The Board consists of a number of directors ("Directors") as set forth in the Bylaws. Directors are elected from representatives nominated by the Corporate Members (as defined in the Bylaws). Directors must be present in person or by telephone at Board meetings – no proxies are allowed.

Invitees are allowed at Board meetings, at the discretion of the Board, in an advisory capacity, for the relevant part of the meeting only. The SG chair may be invited to relevant parts of Board meetings to present any issues elevated to the Board from the SG.

Refer to the Bylaws for all matters relating to election and duties of Directors.

2.3  Scope and Process

The Board has oversight responsibility over the officers of OSCI (the "Officers") and the overall administration of OSCI. This includes all issues relating to finance, organization, promotion, legal, strategy, technology, and all fiduciary matters related to OSCI’s operation as a nonprofit corporation. When it deems appropriate, the Board will refer matters of a purely technical nature to the SG for consideration and providing recommendations to the Board. However, the Board retains ultimate responsibility to further OSCI’s objectives and purpose. The following list details responsibilities of the Board, in addition to those listed in the Bylaws:

2.3.1  Steering Group and Working Group Issues

  • 2.3.1.1  Address inter- or intra- WG issues elevated by Steering Group.
  • 2.3.1.2  Vote on appointment of the SG chair and vice chair on an annual basis.
  • 2.3.1.3  Vote on appointment and re-appointment of the WG chairs and vice chairs on an annual basis.
  • 2.3.1.4  Vote on SG proposals for forming and disbanding WGs.
  • 2.3.1.5  Verify that WG chairs are enforcing the participation requirements for the WGs and adhering to the contribution process set forth in Appendix B and the OSCI SystemC Open Source License Agreement (the "License").
  • 2.3.1.6  Vote on SG proposal for the SystemC roadmap.
  • 2.3.1.7  Vote on release plans proposed by SG in accordance with release procedure in Appendix A.
  • 2.3.1.8  Vote on SG recommendations for accepting Contributions (as defined in the License).
  • 2.3.1.9  Vote on SG nominations for Key Contributor (as defined in the Bylaws).

2.3.2  Financial Issues

  • 2.3.2.1  Develop and approve budget.
  • 2.3.2.2  Review and approve financials.
  • 2.3.2.3  Approve employment agreements.
  • 2.3.2.4  Approve expenditures (certain Officers may be given ability to approve small expenditures independently).
  • 2.3.2.5  Authorized the PG to make expenditures within the OSCI-approved budget in connection with promotional activities.

2.3.3  Administrative, Strategic and Promotional Issues

  • 2.3.3.1  Develop and implement strategy for the development of SystemC.
  • 2.3.3.2  Review and oversight of the PG including PG budget.
  • 2.3.3.3  Develop and implement public relations strategy and plans.
  • 2.3.3.4  Review and approval of all releases of technology and standards (reference implementation language reference manual ("LRM"), reference implementation, etc.), press releases, roadmap, etc.
  • 2.3.3.5  Approve strategic alliances with other parties as recommended by the SG.

For all issues requiring a vote, an absolute majority (more than 50%) of all Directors present is necessary. In order to have a valid vote, a quorum representing an absolute majority of all Directors is needed.

3  Steering Group

3.1  Charter and Mission

The SG will consider and make recommendations regarding technical issues as submitted by the Board.

3.2  Composition

The SG is made up of all WG chairs, plus one technical representative of each Corporate Member not already represented by a WG chair. If a WG chair is appointed who is an employee of a Corporate Member, then the technical representative of that Corporate Member, who is not a WG chair, should resign from the SG.

However, if there are multiple WG chairs from the same Corporate Member, then each is entitled to remain a member of the SG. Each individual has an equal vote and all are expected to be fully competent regarding the technical aspects of SystemC. Additionally, the Officers may take part in SG activities, but only in an advisory (non-voting) role unless they are also WG chairs or were nominated by the Corporate Members they represent as members of the SG. The SG will nominate its own chair and vice chair to the Board for approval.

Such chair and vice chair shall each serve for a term of one (1) year but may be re-appointed for additional one (1) year terms. If for any reason the chair is no longer a member of the SG, resigns or is removed, then the vice chair shall automatically become the chair to serve until the end of chair’s term.

3.3  Scope and Process

3.3.1  Responsibilities

To the extent requested by the Board, the SG will have the following scope and responsibilities:

  • 3.3.1.1  Act as an umbrella organization overseeing the activities of all WG's, with an objective consistency in language and standard library development and to ensure effectiveness of the WGs.
  • 3.3.1.2  Review WG progress periodically to (1) identify and resolve inconsistencies across WGs and (2) respond to issues (elevated by the WG chair) within a WG. The SG chair shall forward issues that cannot be resolved by the SG to the Board.
  • 3.3.1.3  Recommend to the Board where WGs should added/disbanded and propose chairs.
  • 3.3.1.4  Propose roadmaps for approval by the Board.
  • 3.3.1.5  Propose release plan (test plan, criteria for release, etc.) for approval by Board, in accordance with release procedure in Appendix A.
  • 3.3.1.6  Review and approve release of specs, LRMs and reference implementations, according to release plan.
  • 3.3.1.7  Review and respond to issues highlighted in feedback on specs, LRM, reference implementation.
  • 3.3.1.8  Review proposed contributions and make recommendations to Board on whether to accept.
  • 3.3.1.9  Identify potential needs for budget to Board.
  • 3.3.1.10  Make recommendations on Key Contributors to the Board.

3.3.2  Procedure for New Working Groups

Any OSCI member can make a proposal to create a new WG. This proposal must provide the following information:

  • Field of contribution, objectives in the form of a white paper
  • Required extensions to the language if possible
  • Proposed initial members and proposed chairperson
  • Detailed initial plan of action.

The SG will review this proposal based on relevance, scope, and clarity of the proposal, sufficient number of experts among the proposed members and details of the proposed action plan. Next, the SG makes a recommendation to the Board, which then decides whether the WG should be formed.

3.3.3  General Process

The SG can make decisions by meeting in-person, by telephone and by written vote (via e-mail, or via regular mail, or via fax). When necessary, SG members can be represented by proxies. Proxies of Corporate Members should also be competent technical representatives of that Corporate Member. Proxies of WG chairs should be members of the relevant WG.

The objective is decision making by consensus rather than by voting. As such, the SG can conduct its business with a relatively low quorum – one third of members – provided at least two (2) weeks notice of meetings is given. Any SG member can request that any issue before the SG be put to a vote. Should there be a need for voting, then a two-thirds majority of the SG (of all members, not just of the members who are present) will be required to carry a decision.

The SG chair is responsible to ensure a written agenda is available and meeting minutes are taken and circulated. The minutes of SG meetings, documenting formal SG decisions will be available to all members of the SG and the Board. Upon resolution of any decisions requiring Board approval, the minutes shall be available to any member of OSCI. All SG members shall comply with the Bylaws and the Membership Agreement of OSCI. In particular, all SG members shall strictly adhere to the Antitrust Guidelines, attached to the Membership Agreement as Appendix B.

4  Promotions Group

4.1  Charter and Mission

The PG is responsible for overseeing the promotional activities of OSCI.

4.2  Composition

The PG is made up of one (1) designee of each Corporate Member. Each individual has an equal vote and all are expected to be fully competent regarding marketing and promoting technology, particularly SystemC.

Additionally, the Officers may take part in PG activities, but only in an advisory (non-voting) role unless they were nominated by a Corporate Member as a member of the PG. The PG will nominate its own chair and vice chair to the Board for approval. The chair and vice chair of the PG shall each serve for a term of one (1) year, but may be re-elected for additional one (1) year terms. If for any reason the chair is no longer a member of the PG, resigns or is removed, then the vice chair shall automatically become the chair to serve until the end of chair’s term.

4.3  Scope and Process

4.3.1  Responsibilities

To the extent requested by the Board, the PG will have the following scope and responsibilities:

  • 4.3.1.1  Develop and recommend a budget for marketing and promotional efforts for the review and approval of the Board.
  • 4.3.1.2  Coordinate with outside public relations firm.
  • 4.3.1.3  Ensure that promotional efforts remain within budget.
  • 4.3.1.4  Establish sub-groups to address regional promotional efforts such as the Japan Promotions Group.

4.3.2  General Process

The PG can make decisions by meeting in-person, by telephone and by written vote (via e-mail, or via regular mail, or via fax). When necessary, PG members can be represented by proxies. Proxies of Corporate Members should also be competent marketing representatives of that Corporate Member.

The objective is decision making by consensus rather than by voting. As such, the PG can conduct its business with a relatively low quorum – one third of members – provided at least two (2) weeks notice of meetings is given. Any PG member can request that any issue before the PG is put to a vote. Should there be a need for voting, then a two-thirds majority of the PG (of all members, not just of the members who are present) will be required to carry a decision.

The PG chair is responsible to ensure a written agenda is available and meeting minutes are taken and circulated. The minutes of PG meetings, documenting formal PG decisions will be available to all members of the PG and the Board. Upon resolution of any decisions requiring Board approval, the minutes shall be available to any member of OSCI. All PG members shall comply with the Bylaws and the Membership Agreement of OSCI. In particular, all PG members shall strictly adhere to the Antitrust Guidelines, attached to the Membership Agreement as Appendix B.

5  Working Groups

5.1  Charter and Mission

The WGs are where the detailed work on the SystemC language and reference implementation takes place.

5.2  Composition

Every member of OSCI, including Key Contributors, is entitled to take part in WG activities. Corporate Members and Associate Corporate Members (as defined in the Bylaws) can appoint as many representatives as they wish to the WGs. To become member of a WG, a member simply contacts the chair of that WG. Each WG will nominate its own chair and vice chair to the Board for approval. The chair and vice chair of each WG shall each serve for a term of one (1) year, but may be re-elected for additional one (1) year terms. If for any reason the chair of any WG is no longer a member of the WG, resigns or is removed, then the vice chair shall automatically become the chair of such WG to serve until the end of chair’s term.

5.3 Scope and Process

5.3.1 General Process

The scope and objective of each WG shall be as set forth in the WG proposal which was approved by the SG and the Board. Each WG will operate within the scope of the WG proposal agreed by the SG and approved by the Board.

All WG members are expected to further the objectives of the WG. Further, the activities of all WG members are expected to remain within the scope of the WG. All WG members shall comply with the Bylaws and the Membership Agreement of OSCI. In particular, all WG members shall strictly adhere to the Antitrust Guidelines, attached to the Membership Agreement as Appendix B.

The objective is decision making by consensus, not based on voting (not to be able to reach consensus is often a sign that things aren't working). If consensus is not possible, the WG chair shall take the issue in question to the SG for guidance and, if applicable, specific direction. Further, any WG member can request that the WG chair raise an issue to the SG for consideration, which request shall not be unreasonably denied.

If any WG member violates any of the provisions hereof, the WG chair shall remind such WG member of his or her obligations. If the WG member further violates any of the provisions hereof, then the WG chair or the SG chair shall have the discretion to take such reasonable actions as are necessary to prevent further violations and/or raise the issue to the Board for resolution. However, no WG member may be excluded from a WG meeting or removed from a WG without the approval of the Board. If the violation involves the WG chair, any WG member may raise the issue to the SG chair for resolution. If the violation relates to antitrust laws, the violation shall be raised promptly to the Board for further action.

The minutes of WG meetings will be available to all members of OSCI, and upon request to the chair of the WG, to any member of the OSCI community.

5.3.2  Working Group Chair Responsibilities

The chair of the WGs will have the following scope and responsibilities:

  • 5.3.2.1  Administer the WG.
  • 5.3.2.2  Ensuring that only representatives of members of OSCI participate in WG activities including email reflectors.
  • 5.3.2.3  Enforcing the contribution procedures as set forth in Appendix B.
  • 5.3.2.4  Enforcing other applicable OSCI policies and procedures.
  • 5.3.2.5  Record and distribute WG meeting minutes as defined in Section 5.3.1.

6  Amendment

These Policies and Procedures can be amended only by an affirmative vote of the Board.

Appendix A -- Release Procedure

  1. All releases must be approved by the applicable WG.
  2. If a release is approved by a WG, it shall be submitted to the SG for review and approval.
  3. If a release is approved by the SG, it shall be submitted to the Board for review and approval.
  4. If the Board approves the release, then OSCI shall make such release available as soon as reasonably practicable thereafter.
  5. In no event shall the Board authorize any release until all contribution forms have been received in accordance with Appendix B.

Appendix B -- Contribution Process

  1. These processes supplement the processes and procedures for making Contributions, as defined and described in the License.
  2. Contributor (as defined in the License) emails full specifications, code, examples directly to the Secretary of OSCI and cc’s the WG chair.
  3. Within thirty (30) calendar days of the date of such email, Contributor shall mail, fax or PDF a copy of a completed Exhibit B and Exhibit C to the License covering such contribution to the Secretary of OSCI, who shall advise the WG chair and the Contributor of receipt.
  4. If the completed Exhibit B and Exhibit C with respect to any Contribution is not received within such thirty (30) calendar day period, then such Contribution shall be removed and deleted.
  5. For any entity, each Exhibit C form must designate an executive officer or a member of the legal department making the Contribution. However, any executive officer or any member of the legal department of any entity may designate another person who is authorized to make Contributions and deliver Exhibit Cs on behalf of such entity. Such designation shall be in the form of an authorization letter delivered to the Secretary of OSCI.
  6. For any individual making any Contribution, each Exhibit C form must designate the individual making the Contribution.
  7. The Secretary of OSCI shall inform the chair of the WG following receipt of any completed Exhibit Bs and Exhibit Cs, and shall be responsible for maintaining copies of all such completed Exhibit Bs and Exhibit Cs.
  8. The chair of each WG shall periodically inform the Board and the Secretary regarding the status of received and pending Exhibit Bs and Exhibit Cs.
  9. At each meeting of the Board, the Secretary of OSCI shall report on the status of received and pending Exhibit Bs and Exhibit Cs.