[KI-LC] By-Laws and Operating Procedures

Heather Flanagan hlflanagan at internet2.edu
Mon Jun 11 16:29:12 EDT 2012


And I have a clarification - this does NOT need a vote, this needs consensus (and yes, there's irony in trying to figure that out for the By-Laws and whatnot).

So, let's give this until FRIDAY JUNE 15 (that's this Friday) to see if there is any discussion/dissension/suggestions on the LC.  If not, we shall consider consensus reached for these suggestions to go to the Board of Trustees.  If there is a great deal of discussion, then we'll put it on the agenda for the LC call next week.

-Heather

----- Original Message -----
From: "Heather Flanagan" <hlflanagan at internet2.edu>
To: "Kantara Leadership Council Kantara" <lc at kantarainitiative.org>
Sent: Monday, June 11, 2012 1:13:27 PM
Subject: [KI-LC] By-Laws and Operating Procedures

So, final write up on this one from me (completing my current action item for the LC). It is fairly long, but either I contain it all in one thread OR you all get peppered with lots of little emails all requiring your input - both methods have issues, so I just picked one.   Based on LC mailing list traffic, meeting notes, and one-on-one conversations, the following areas should be brought to the Board for discussion or approval of new text.  

Joni, does the LC need to vote on any/all of those before it goes to the BoT?

-Heather

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By-Laws - Subscriber class information needs modification
OLD
1.19 "Subscriber"
means any entity that has completed the necessary application forms, satisfi3d the objective subscriber criteria for the Organization, executed a copy of the Member Agreement (with Subscriber selected), and paid the appropriate Subscriber Fee as established by the Board of Trustees.  A Subscriber may be an individual, corporation, partnership, join venture, trust, limited liability company, business association, governmental entity or other entity.  Subscribers are typically those entities that are Certification and Assurance Programs stakeholders.

NEW (proposed)
1.19 "Subscriber"
means any entity that has completed the necessary application forms, satisfied the objective subscriber criteria for the Organization, executed a copy of the Member Agreement (with Subscriber selected), and paid the appropriate Subscriber Fee as established by the Board of Trustees.  A Subscriber may be an individual, corporation, partnership, join venture, trust, limited liability company, business association, governmental entity or other entity.  Subscribers are typically those entities that are Interoperability Certification and Identity Assurance Accreditation and Approval Programs stakeholders.

OLD
8.3 Subscribers
A Subscriber is any entity that has completed the necessary application forms, satisfied the objective subscriber criteria for the Organization, executed a copy of the Member Agreement (with Subscriber selected), and paid the appropriate Subscriber Fee as established by the Board of Trustees. A Subscriber may be an individual, corporation, partnership, joint venture, trust, limited liability company, business association, governmental entity or other entity. Subscribers are typically those entities that are Certification and Assurance Programs stakeholders.

NEW (proposed)
8.3 Subscribers
A Subscriber is any entity that has completed the necessary application forms, satisfied the objective subscriber criteria for the Organization, executed a copy of the Member Agreement (with Subscriber selected), and paid the appropriate Subscriber Fee as established by the Board of Trustees. A Subscriber may be an individual, corporation, partnership, joint venture, trust, limited liability company, business association, governmental entity or other entity. Subscribers are typically those entities that are Interoperability Certification and Identity Assurance Accreditation and Approval Programs stakeholders.  Subscribers would vote only at the WG/DG level and not in all-member votes.

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By-Laws - IPR and Copyright
May want to review whether it is reasonable for KI to continue with the model of WG/DG deciding their own IPR.  Perhaps have a base IPR policy explicitly mentioned in the By-laws and allow WG/DG to do something different if explained/required?

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By-Laws - benefits of Membership
8.2 "Participants" states that "Participants do not enjoy Member benefits listed in the section above."  Previous section (8.1.2) refers to Trustee benefits and again states "In addition to all Member benefits..."  But in no prior (or later) section are there explicit Member benefits.  Instead, a member is defined as: any entity that has completed the application forms, satisfied the objective membership criteria for the Organization, executed a copy of the Member Agreement, and paid the appropriate Membership Fee as established by the Board of Trustees.  A Member may be an individual, corporation, partnership, join venture, trust, limited liability company, business association, governmental entity or other entity. 

There is a slide deck that is more explicit with regards to Member benefits.  Consider the following changes:
OLD
8.1.1 Member
A Member is any entity that has completed the application forms, satisfied the objective membership criteria for the Organization, executed a copy of the Member Agreement, and paid the appropriate Membership Fee as established by the Board of Trustees.  A Member may be an individual, corporation, partnership, join venture, trust, limited liability company, business association, governmental entity or other entity.

NW (proposed)
8.1.1 Member
any entity that has completed the application forms, satisfied the objective membership criteria for the Organization, executed a copy of the Member Agreement, and paid the appropriate Membership Fee as established by the Board of Trustees.  A Member may be an individual, corporation, partnership, join venture, trust, limited liability company, business association, governmental entity or other entity.

Member benefits include:
* Access to non-public/confidential drafts through the Kantara Initiative liaison agreements and relationships
* Eligibility for positions on the Leadership Council
* Listing of Member Logo on web roster
* Ability to sponsor Work/Discussion Group formation
* Ability to request directed funding without overhead

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By-Laws - defining "Stakeholders"
Kantara has the concept of stakeholders, often referred to in presentations or discussions.  It also came up when discussing the Subscriber class ("One idea floated was that for profile and criteria development stakeholders must be at least subscribers (== not non-funding participants)").  Stakeholder is not however defined in the By-Laws nor the Operating Procedures.  We should either more clearly define this term OR stop using it.  If we want to more clearly define it, one possible definition could be (and I hope someone can come up with something better) :

NEW
"Stakeholder"
A Stakeholder is an entity that is affected by the discussions and actions taken by the Kantara Initiative from the working group level through to the Board of Trustees.  A Stakeholder may be impacted by one or more efforts, discussions, or recommendations produced out of the Kantara Initiative's Members and Participants.   A Stakeholder may be an individual, corporation, partnership, join venture, trust, limited liability company, business association, governmental entity or other entity.

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Operating Procedures - WG and DG voting
The LC has explicit procedures for handling votes.  All-member ballots also have explicit procedures.  WG and DG don't, probably because it is expected those groups are to work on consensus as defined in the OP.  However, those groups DO have to vote: for leadership positions, for decision making when consensus has failed.  I suggest we basically copy section 2.6 in to the Working Group and Discussion Group sections, with the following modifications:

1 - change "LC to "WG" or "DG"
2 - IF the Subscriber class is approved by the BoT to have voting priv's in the WG/DG but NOT in the all-member ballots, we need to make that clear both in this new section as well as in the All-Member voting section.

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Operating Procedures - Nominations
Procedures for handling nominations to any leadership position are not laid out in the OP.  Are there any categories of Members/Participants that are NOT allowed to be nominated in to a position?  Should there be a minimum nomination period?  Can anyone submit a nomination?  Need to clarify these things.

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Operating Procedures - role of Secretary
Would like to add to the summary report required of each WG Secretary a record of whether quorum was reached.
Might be useful to mention that a DG MAY nominate a Secretary, and if they do, the Secretary will have similar responsibilities to that of a WG Secretary.  If they don't, then the DG Chair is required to fulfill those responsibilities.

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Had enough yet? :-)

-Heather
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