DeRec Alliance Membership and Committees Policy

Updated May 7, 2024

Membership and Roles

DeRec Alliance membership will be broken into two types of membership (each of whom is referred to as a “Member”):

• Founding members, which is open to Distributed Ledger Technology leaders (Labs, Foundation, or equivalent), and
• Alliance Members

Similarly, there are two roles available to members and non-members alike:

• Maintainers
• End Users

Maintainers and End Users may also be Founding or Alliance Members.

Entitlements

• Founding Members shall be entitled to:
  • Appoint one (1) Technical Oversight Committee (TOC) member for a two-year seat
  • Prominent input on the initial Alliance charter, goals, legal structure, and core policies
  • A “founding member” title in marketing materials
  • Prominent brand placement in the DeRec Alliance marketing and on the website
• Alliance Members shall be entitled to:
  • As a group with Maintainers, appoint two (2) Technical Oversight Committee (TOC) members (as defined in “Technical Oversight Committee” below)
  • Provide input on policy for TOC vote
  • Brand placement in DeRec Alliance marketing and on website
• Maintainers shall be entitled to:
  • As a group with Alliance Members, appoint two (2) Technical Oversight Committee (TOC) members (as defined in “Technical Oversight Committee” below)
  • Provide input on policy for TOC vote
• End Users shall be entitled to:
  • Participate in the End User Advisory Community as described below
  • Nominate one (1) representative to the End User Technical Advisory Board

Membership Fees

Membership fees are outlined in Table 1.

For more information on how to become a maintainer, see the DeRec Alliance’s Maintainers Policy.

Committees

Technical Oversight Committee

The DeRec Alliance’s Technical Oversight Committee is the technical body responsible for overseeing the technical details of the DeRec protocol, as well as the growth of the Alliance.

Mandate

The TOC is expected to facilitate driving neutral consensus for:

• Defining and maintaining the technical vision of the DeRec protocol
• Approving new projects within the scope of the Alliance, and creating a conceptual architecture for the projects
• Adding projects, removing or archiving projects
• Accepting feedback from the end user committee on DeRec protocol code and standards
• Defining common practices to be implemented across DeRec-associated projects, if any
• Providing technical guidance and input to DeRec End Users

The TOC is also expected to provide managerial oversight of:

• DeRec Alliance performance management (i.e., the setting and tracking of key performance indicators)
• DeRec Alliance recruitment and membership management

Composition

TOC members elected are expected to cover key technical domains: cryptography, software engineering, and networking. It shall be composed of nine (9) members:

• Dr. Leemon Baird, has a two-year seat as the original inventor of DeRec, representing Swirlds Labs as a Founding Member of the DeRec Alliance.
• John Woods, representing Algorand Foundation has a two-year seat as a Founding Member of the DeRec Alliance.
• Alliance Members and Maintainers shall together elect two (2) TOC members
• The End User TAB shall elect one (1) TOC member
• TOC members shall elect an additional four (4) TOC members

Operating Model

The TOC shall select a Chair of the TOC every calendar year to set agendas and call meetings of the TOC. The TOC is expected to meet regularly to discuss key topical issues. The TOC may meet on an ad-hoc basis as needed to discuss emerging issues. Issues may be raised for TOC review by any TOC member, a Maintainer as established by the Maintainers Policy, a majority vote of the End User TAB.

Transparency

The TOC shall hold regular open TOC meetings and all project-related decisions shall be made in those meetings, on a public mailing list, or on public issues. Simple TOC issues may be resolved by short discussion and simple majority TOC vote. TOC discussions may be over email or other electronic list or at a meeting of the TOC. After a review of the opinions and optional virtual discussion/debate options are identified, seeking consensus and taken to vote if necessary. The intent is for the TOC to find a path to consensus within the TOC and DeRec Alliance community. TOC decisions at meetings meeting quorum requirements shall pass with a vote greater than 50% of TOC members present.

Criteria for Nomination

Nominees for the TOC shall:

• Commit that they have the available bandwidth to make the time to invest in the DeRec Alliance TOC
• Demonstrate an advanced level of professional experience as cryptographers or software engineers in the scope of DeRec Alliance
• Demonstrate seniority sufficient to access additional staff or community members to assist in their TOC preparations
• Operate neutrally in discussions and put the goals and success of the DeRec Alliance in balance with corporate objectives or any particular application of DeRec

Process for TOC Member Nominations and Election

Nominations: Each individual in a Selecting Group may nominate up to two (2) people, at most one (1) of whom may be from the same group of Related Companies (as defined in “Related Companies” below). Each nominee must agree to participate in writing prior to being added to the nomination list. A nomination requires a maximum one (1) page nomination pitch which should include the nominee’s name, contact information, and supporting statement identifying the nominee’s experience in DeRec Alliance domains. The TOC shall determine the process and timeline for the nominations, qualification, and election of TOC members.

Qualification: After the Evaluation Period, the TOC members shall vote on each nominee individually to validate that the nominee meets the qualification criteria. A valid vote shall require at least 50% participation. Nominees passing with over 50% shall be Qualified Nominees.

Elections: If the number of Qualified Nominees is equal to or less than the number of TOC seats available to be elected, the Qualified Nominees shall be approved after the nomination period has closed. If there are more Qualified Nominees than open TOC seats available for election, then the Selecting Group shall elect the TOC members via a vote.

Constraints

TOC Members shall serve two-year, staggered terms. TOC members may be removed by a two-thirds vote of the other TOC members, with the impacted individual ineligible to participate in the vote. Any TOC member that misses three (3) consecutive meetings shall be automatically suspended from eligibility to vote until having attended two meetings consecutively. For avoidance of doubt, the suspended TOC member shall be eligible to vote in the second consecutive meeting.

End User Members

End User Members in the DeRec Alliance shall be entitled to coordinate and drive activities important to users of the DeRec protocol with respect to the mission of the DeRec Alliance. The End Users are expected to help provide input to the Technical Advisory Board and DeRec Alliance community on topics relevant to users. The End User Members shall elect an End User Technical Advisory Board (TAB). For the purpose of the End User TAB election, each company represented by more than one End User Member can contribute up to one (1) vote through only one (1) of its End User Members. End User Members will be approved by the means established by the End User TAB. The initial End User TAB will be established by the TOC.

End User Technical Advisory Board (“End User TAB”)

Composition: The End User TAB shall be composed of seven (7) representatives from End User Members plus one member of the TOC to facilitate input from the End User TAB to the TOC. Selection: All End User Members may nominate one (1) representative and the End User Members shall vote to select the End User TAB members using a process approved by the then current End User TAB. The End User TAB may alter the size of the End User TAB by two-thirds vote, provided there are a minimum of seven (7) possible representatives. End User representatives should be nominated on operational and technical acumen. Nominees should have significant practical experience with building and operating infrastructure and applications which embody the principles of the DeRec Alliance. The End User TAB will discuss and progress topics with a focus on identifying gaps and proposing priorities for the TOC and the DeRec Alliance developer community. The End User TAB may also focus on proactively advancing topics of concern to End Users, promoting market adoption of DeRec Alliance, or hosting meetings for End User Members. If the End User TAB desires, it may approve subcommittee Special Interest Groups (“SIGs”) to address industry or specialized topics. The End User TAB input to the TOC shall be taken together with other input and feedback for the TOC to make decisions and plans. The recommendations are advisory only and at no point shall the recommendations of the End User TAB be used to order or direct any TOC or project participant toward any action or outcome.

DeRec Alliance Projects

New open source projects (i.e., GitHub repositories) initiated in the DeRec Alliance shall complete a project proposal template adopted by the TOC and be approved by the TOC for inclusion in the DeRec Alliance. The TOC members shall be afforded sufficient time to discuss and review new project proposals. New project proposals shall include details of the roles in the project, the governance proposed for the project, and identify alignment with the DeRec Alliance’s goals and values.

Related Companies

Definitions:

• “Subsidiaries” shall mean any entity in which a Member owns, directly or indirectly, more than fifty percent of the voting securities or membership interests of the entity in question;
• “Related Company” shall mean any entity which controls or is controlled by a Member or which, together with a Member, is under the common control of a third party, in each case where such control results from ownership, either directly or indirectly, of more than fifty percent of the voting securities or membership interests of the entity in question; and
• “Related Companies” are entities that are each a Related Company of a Member.

Only the legal entity which has executed a Membership Agreement and its Subsidiaries shall be entitled to enjoy the rights and privileges of such Membership; provided, however, that such Member and its Subsidiaries shall be treated together as a single Member.

If a Member is itself a foundation, consortium, open source project, membership organization, user group or other entity that has members or sponsors, then the rights and privileges granted to such Member shall extend only to the employee-representatives of such Member, and not to its members or sponsors.

Memberships shall be non-transferable, non-salable and non-assignable, except that any Member may transfer its current Membership benefits and obligations to a successor, whether by merger, sale or otherwise; provided that the transferee agrees to be bound by this Charter and the Bylaws and policies.