[KI-LC] By-Laws and Operating Procedures

Colin Wallis colin_wallis at hotmail.com
Mon Jun 18 19:39:02 EDT 2012


Fair points all.
 
It's more by accident than by design that we have cross membership on the ARB, IRB and Liaison, and (not sure about) the Strategy sub comms - both with each other and on the BoT itself.
 
I think there is merit in looking at a more formal way to cement that in/have it as a goal, via ByLaws and OPs.
 
I foresee another 'names matrix' coming soon !
 
Cheers
Colin   
 

> From: joni at ieee-isto.org
> Date: Mon, 18 Jun 2012 16:17:35 -0700
> To: patrick.curry at clarionidentity.com
> CC: Colin.Wallis at dia.govt.nz; lc at kantarainitiative.org
> Subject: Re: [KI-LC] By-Laws and Operating Procedures
> 
> Hi Patrick,
> 
> Theoretically they connect up at the Board level as all are
> subcommittees of the Board. ARB and IRB have cross membership of at
> least 2 members.
> 
> At this point I would actually turn the question back around. How do
> you (Patrick and LC members) think that 1-4 could more harmoniously
> connect and how should they connect with LC?
> 
> This is a question back to the LC for input please. We are taking
> suggestions right now as to how we can better the organization so this
> is your chance to help to shape the org!
> 
> Thanks,
> Joni
> 
> 
> On Mon, Jun 18, 2012 at 2:52 PM, Patrick Curry
> <patrick.curry at clarionidentity.com> wrote:
> > Joni,
> >
> > How do 1-4 connect harmoniously?  More importantly, how does the BOT
> > Strategy, which probably has the most strategic insight, ensure it is in
> > synch with ARB and IRB when they don't have sufficient visibility of them?
> >
> > My sense is that there is a hierarchy of trust/visibility here, where the
> > inner sanctum sees enough to guide KI.  I can't see where that is as each
> > 1-4 only sees pieces of the jigsaw - a circle of blinkers, perhaps?
> >
> > Clarity, please!
> >
> > thanks,
> >
> > Patrick
> >
> > Patrick Curry
> > Director
> > Clarion Identity Ltd
> > M:   +44 786 024 9074
> > T:   +44 1980 620606
> > patrick.curry at clarionidentity.com
> > Disclaimer
> > Internet communications are not secure and therefore Clarion
> > Identity Limited, Rock House, SP3 4JY does not accept legal responsibility
> > for the contents of this message. Any views or opinions presented are solely
> > those of the author and do not necessarily represent those of Clarion
> > Identity Limited unless otherwise specifically stated. If this message is
> > received by anyone other than the addressee, please notify the sender and
> > then delete the message and any attachments from your computer.
> >
> >
> >
> >
> >
> > On 18 Jun 2012, at 21:10, Joni Brennan wrote:
> >
> > Regarding confidentiality...
> >
> > There are a couple of places where Kantara touches confidentiality.  I
> > list below which groups, why and how.
> >
> > 1. ARB - all ARB members are bound to confidentiality as they perform
> > reviews for Accreditation and Service Approvals.  Members of ARB agree
> > to confidentiality upon joining ARB.  All discussions and materials of
> > ARB are confidential unless otherwise agree to by ARB members and
> > affected 3rd parties.
> >
> > 2. IRB - same as above where they perform certification reviews.
> >
> > 3. BoT Liaison Sub-Committee - there is a confidentiality clause
> > posted on the home page and as part of joining the group.  This due
> > not to Kantara need for confidentiality but for that of 3rd party
> > documents which are confidential by their (3rd party) rules.
> >
> > 4. BoT strategy - formed as a private and confidential committee of
> > the Board of Trustees.  Confidentiality is to allow for more open
> > discussions to occur which may mention 3rd parties. This group seeks
> > to keep details confidential until the point where potential 3rd party
> > stakeholders agree to public discussions.
> >
> > Everything else at Kantara is not confidential, transparent and open
> > to public view/review.
> >
> > I hope that helps explain about the what, why and how's of
> > confidentiality in Kantara.
> >
> > =Joni
> >
> > Joni Brennan
> > Kantara Initiative | Executive Director
> > voice:+1 732-226-4223
> > email: joni @ ieee-isto.org
> >
> > Slideshare - Building Trusted Identity Ecosystems - It takes a village!
> > http://www.slideshare.net/kantarainitiative/kantara-may-2012
> >
> >
> >
> >
> >
> > On Sun, Jun 17, 2012 at 5:40 PM, Colin Wallis <Colin.Wallis at dia.govt.nz>
> > wrote:
> >
> > Now the ‘other Colin’ has a goJ
> >
> >
> > 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>
> >
> >
> > 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
> >
> >
> >
> >
> > ----
> >
> >
> >
> >
> > 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
> >
> >
> > _______________________________________________
> >
> >
> > LC mailing list
> >
> >
> > LC at kantarainitiative.org
> >
> >
> > http://kantarainitiative.org/mailman/listinfo/lc
> >
> >
> > _______________________________________________
> >
> >
> > LC mailing list
> >
> >
> > LC at kantarainitiative.org
> >
> >
> > http://kantarainitiative.org/mailman/listinfo/lc
> >
> >
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> >
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> >
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