[KI-LC] By-Laws and Operating Procedures

Colin Wallis Colin.Wallis at dia.govt.nz
Sun Jun 17 20:40:45 EDT 2012


Now the 'other Colin' has a go:)
Not much to add (in Yellow) but .....

From: lc-bounces at kantarainitiative.org [mailto:lc-bounces at kantarainitiative.org] On Behalf Of Colin Soutar
Sent: Saturday, 16 June 2012 6:00 a.m.
To: 'Heather Flanagan'; 'Kantara Leadership Council Kantara'
Subject: Re: [KI-LC] By-Laws and Operating Procedures


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

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



CW: Noting that no-one has commented on this which I find surprising. I guess no comment means the status quo continues which I think is more transparent than the baseline/exception alternative.

----



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.



CW: I checked the By Laws, Ops and then accessed the BoT Sub Committee page which is not open to the public and concur that no confidentiality clauses exists there. It may have shown one on joining up though..



* Eligibility for positions on the Leadership Council

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

CW: I think it is but the practicality is that Officers go forward. Agree that this needs tidying per your suggestion below.

* 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.



CW: I don't favour a new definition for Stakeholder. I think we can use it in presentations to indicate the active membership at large and imply the dictionary definition. I agree that "that for profile and criteria development stakeholders must be at least subscribers (== not non-funding participants)"

----



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.



CW: Agree with all this

----



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.

CW: Agree



----



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.



CW: I sympathise with the intent. I'm worried that it will affect quorums which are already problematic. Still, I think it is worth doing for the reasons Colin S says and teh implication is that the draft Minutes will have to go to electronic vote more often. So the price for the change is a bit more work for the Secretaries.



----



Had enough yet? :-)



-Heather

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