Instructions for drafting – page 11. Plenary is the authoritative body for:– approval of IdEcosystem Framework

recommendations.– Bylaw changes.– Its actions are subject to the grievance

process.2. MC responsibilities include:– Roberts model bylaws - Art 6 sect 2– fiduciary & admin responsibilities

including resource mngmnt & operational plan development.

– Work plans to become a self-sustaining org (transition point).

– charter approval: see column to right– Chicago draft bylaws: 2.2.5.1 (e)

[administrative tasks only] & (f)3. Need an entity of proper form to allow

membership agreements to be executed by at least some members; this cannot be deferred.

4. Grievance paths:– Ombudsman shall lead grievance investigation,

shall make recommendations, shall help make attempts to resolve the matter, but does not make the decision.

– Decision on unresolvable grievances are made by either Plenary or MC, whichever the ombudsman decides is most appropriate.

Charter processing:

•A charter is proposed. Comments from members & MC solicited in parallel (public comment time period).

•MC has time period to determine if charter meets charter-writing criteria. If MC finds problem, returns with specific objections to originator for resolution. MC approves final version, or disapproves (time limit forcing MC to take decision).

•In parallel to MC consideration, the Plenary’s comments (along with MC’s comments) are considered by originator. Plenary action on final version is either:

• Approve (consensus or vote). If both MC + Plenary approve, we are done.

• Disapprove. Back to originator for any further action (or abandoned by originator).

•If MC does not approve (or time expires), originator can ask plenary to override (either consensus or vote) by some super-majority to cause charter to be approved.

Some Ramifications– Committees • Committees other than the Privacy and Civil Liberties Standing Committee will

not be specifically enumerated in the Charter or Bylaws• All Committees (including the Privacy and Civil Liberties Standing Committee)

should produce a Charter as per previous slide.– Committees should include in their charter:

Justification for why they need to be ongoing How they relate to other groups activities and deliverables

COmmittees also have charters approved as per previous slide.

Gov docs says we have committees… names the P&CL only… and leaves it to the committee chartering process to create all other committees (of whatever type) we need. Can say that there shall be committees (but not limited to) that address standards, policy coord, etc.

ProposalAdopted

Consensus?

ProposalAdopted w/

Formal Dissent

Refer backTo originators

Vote

Defer consideration

Pass?

ProposalRejected

START

No actiontaken

N

Y NY

CONSENSUS DECISION DISPUTE RESOLUTION

IDESG Decision-Making: ConceptIDESG Decision-Making: Concept

Proposal Submitted to MC

MC checks charter & proposal format & publishes notice

of plenary consideration

Comment Period; individual, SC or WG may submit formal objection

to MC; MC forwards to

Plenary w/objections

First Reading byPlenary

FormalObjection

?

PlenaryDiscussion

ProposalAdopted

Proposal Referred back to originators

Consensus?

Revised Proposal Submitted

By WG to MC

Subsequent Reading by

Plenary

FormalObjection

?

PlenaryDiscussion

Y

NN

Y

Consensus?

FormalObj. from

Privacy SC?

ProposalAdopted

Plenary chair shall determine sense of body to choose:Defer decision(1)Preponderance vote(2)Refer back to originators

Plenary chair shall determine sense of body to choose:(1)Defer decision(2)Supermajority vote(3)Refer back to 0originators

Y Y

Y

N

NN

Proposal Rejected or Adopted w/Formal Dissent

Comment Period; individual, SC or WG may submit formal objection

to MC; MC forwards to

Plenary w/objections

First Reading

MC checks charter & proposal format & publishes notice

of plenary consideration

IDESG Decision-Making: DetailsIDESG Decision-Making: Details

Concepts for drafting: membership

• No jurisdictional or citizenship limitations; however, generally, guidance should indicate that Acme (US) is counted as the same entity as Acme (Belgium) and Acme (Japan).

• Unless we abandon the idea of voting entities, then generally, keep the present one entity, one vote system.

• Give guidance that consolidated subsidiaries or groups under common control (similar to the US SEC definition of 'affiliate') are deemed to be the same entity.

• Explore & draft approaches:– 1 org = 1 vote &

1 individual = 1 vote– 8+0 Two voting classes:

threshold of individuals (as a group), threshold of organizations (as a group). [Dazza to rough draft]

– 5+5 IEEE individual method. [Karen to rough draft]

Concepts for drafting: membership

• Any entity of any kind regardless of legal status may be an organizational member, participating or observing.

• all members have to demonstrate and attest somehow that they've made a legally binding commitment to IDESG obligations.

• Participating and Observing members will be subject to IDESG policies by agreement. Use a simple IDESG IPR policy, approximately that all members (a) acknowledge and permit IDESG groups to use, without restriction, whatever contributions they make, subject to disclosed claims, and (b) will disclose (into a public notice space provided by IDESG) all IPR and license claims they hold in material they contribute. This should be acknowledged as a "light" policy, so any heavy-IPR-lifting (such as patent-bearing work) should be outsourced to orgs with hardened IPR policies.

• Nonregistered public attendees are noted as neither obligated by IDESG policy, nor entitled to make contributions to IDESG work product.

Drafting directions…

• Provide for recall of elected persons: requires supermajority of voting class after a petition by a substantial number (like, the greater of 5 and 10% of voters?).

• Filling mid-term vacancies: Special election. Replacement serves to end of partial term. No election if remaining term < 30 days?

• Draft on basis of favoring rotation of leadership. Term limits may be good, perhaps permitting nonconsecutive service, but not consecutive reelections.

Concepts for drafting: membership

• Sequential elections (drafter proposes the sequence).A person can hold only one elected office at a time.Implies that nominating a person into multiple slots is OK.

• An organizational Member cannot hold >1 elected office (i.e., Plenary chair, MC chair, MC delegate)

• Generally this is a self-selection system, but could be subject to some kind of appeal if factually unsupported. (no consensus on the details yet)

Instructions for drafting – page 2

• Quorum definitions

• Abstentions & votes

• Discretion of chair vs sense of body.

Parking lot:don’t yet have consensus

Leads in brackets […]. Other interested persons welcome to work with & send input to leads. Output from lead sent to GovTF email list.

•Tie-breaking: run-offs…how to terminate with a decision. [Peter]

•Elect by absolute majority, or majority of yes/no votes, or? [Peter]

•Who can elect a stakeholder delegate? [Brett]

•Jamie tiger team slides that have unresolved questions. [Brett review after stakeholder to make sure answers fall out]

•Individual members vs organizational members. [Karen, Dazza]

•IPR, form of legal entity of IdESG, What IdESG groups are permitted to incur legal liability on behalf of the IdESG?. [Jamie, DavidR]

•Liaisons: do governance docs need a formal liaison role. [Lucy]

Next steps:•1 person per topic to produce candidate text (one proposal, or an A/B set of proposals).

•Sep 19 Wed: bullet slides for parking lot items circulated.

•Sep 21 Fri 1200-1600 ET: GovTF 4-hr meeting reviews.

…drafting…

•Sep 30 Sun: assembled package of gov docs (1st draft text) goes to GovTF.

… everyone reads…

•Oct 03 Wed 1100-1500 ET: walk-thru, mark-up session.

•Oct 15 Mon: GovTF report (draft governance docs, introductory material) ready for Plenary.

•Oct ~22: Q&A webinar for IdESG members

•Oct 29: Plenary begins