[KI-LC] By-Laws and Operating Procedures

Colin Soutar email at colinsoutar.com
Fri Jun 15 14:00:26 EDT 2012


Hi Heather -

 

I have some suggestions below for discussion.

 

For ease of reference and discussion, I have embedded four suggestions in
red font.

 

Best regards,

 

Colin

 

Colin Soutar, Ph.D.

email at colinsoutar.com

416 358 1431

 

-----Original Message-----
From: lc-bounces at kantarainitiative.org
[mailto:lc-bounces at kantarainitiative.org] On Behalf Of Heather Flanagan
Sent: June-11-12 4:29 PM
To: Kantara Leadership Council Kantara
Subject: Re: [KI-LC] By-Laws and Operating Procedures

 

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" < <mailto:hlflanagan at internet2.edu>
hlflanagan at internet2.edu>

To: "Kantara Leadership Council Kantara" < <mailto:lc at kantarainitiative.org>
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

 

----

 

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.

 

----

 

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?

 

----

 

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

                1. I don't recall there being a confidentiality clause in
the Kantara membership agreement that is the flow-through of our (Kantara's)
obligation to third parties.   We may consider adding a               clause
in the membership agreement to this effect.

* Eligibility for positions on the Leadership Council

                2. Is this true for members that are not Officers of an
WG/DG?

* Listing of Member Logo on web roster

* Ability to sponsor Work/Discussion Group formation

* Ability to request directed funding without overhead

 

----

 

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.

 

----

 

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.

 

----

 

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.

                3. As per my comment 2 above.

 

----

 

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.

 

4. I'd like to suggest that the following text be considered with regards to
voting.   The changes I have suggested would be generally consistent with
operating procedures in SDO's; would give some notice to the delinquent
Participant of the impending action; and would avoid any perception of the
ability for members to "vote hop".   Even though we have not suffered from
this at all, the perception of the ability to attain voting rights "at will"
in light of an "interesting" agenda item, I believe would be better removed,
and is more respectful of the active body of the membership. 

 

3.7

OLD

All Participants present at a WG meeting are voting members of the WG. For
the purpose of maintaining a reasonable ability to achieve Quorum, any
Participant in a WG who fails to attend two consecutive meetings of the WG
may, at the discretion of the Chair, be re-classified as a non-voting
member. Voting member status may be reacquired by attending a meeting of the
WG. In the case of an electronic vote of the WG, if the electronic vote is
initiated while a Participant is in non-voting status, the Participant may
not vote in that electronic vote.

 

PROPOSED 

All Participants present at a WG meeting are voting members of the WG,
unless they have elected to be non-voting Participants.   For the purpose of
ensuring an active membership base is maintained,  any Participant in a WG
who fails to attend two consecutive meetings of the WG may, at the
discretion of the Chair, be re-classified as a non-voting member.    Such
re-classification shall be stated in the agenda of the meeting in which it
takes affect.   Voting member status may be re-acquired by attending a
meeting of the WG, in which case the voting member status is effective at
the conclusion of the meeting.   In the case of an electronic vote of the
WG, if the electronic vote is initiated while a Participant is in non-voting
status, the Participant may not vote in that electronic vote.

 

If adopted, this revised text would likely be similarly appropriate for
clause 2.6 relating to the LC.

 

----

 

Had enough yet? :-)

 

-Heather

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