BYLAWS OF THE INCOMMON LLC
These Bylaws implement, clarify, and supplement the
"Limited Liability Company Agreement of InCommon LLC" ("Agreement") which
created the InCommon LLC ("Company") under the laws of the state of
The mission of the InCommon LLC (¤3.01)[1] is to create and support a common framework for trustworthy shared management of access to on-line resources. Executive management of the InCommon LLC is carried out by or under the direction of a Steering Committee ("SC").
In furtherance of its mission,
InCommon LLC shall offer, support, and manage a participatory shared identity
management federation, the InCommon Federation ("Federation"), for the benefit
of education and research in the
The Steering Committee shall adopt and maintain a set of Federation Operating Practices and Procedures ("FOPP") that define clearly the goals of the Federation and all important aspects of how the Federation operates. Participants in the Federation will have access to this document and will be expected to base their trust in the Federation organization in part on the practices and procedures described therein.
The Steering Committee governs the affairs of the InCommon LLC (¤6.01). The Steering Committee acts on behalf of and has the authority to exercise all of the powers of the InCommon LLC except for such authority reserved to The Member in the Agreement. The Steering CommitteeÕs responsibilities include, but are not limited to:
(v) Handling dispute resolution for issues arising in connection with the operations of the Federation.
The Steering Committee is composed of SC Members nominated by the SC and approved by the InCommon LLC Member ("The Member") which is Internet2 (¤6.01(b)(iii)). The Member appoints the initial steering committee as described in the Agreement. SC Members need not be associated with an InCommon Federation Participant organization.
The Steering Committee must consist of at least seven (7) persons but no more than thirteen (13) persons. If at any time the SC consists of fewer than seven persons due to resignation or other circumstances, the only order of business that may be conducted is nomination of new SC Members.
SC Members shall serve for a three (3) year term. Terms will be staggered so that no more than 1/3 of the Steering Committee is replaced each year. SC Members may serve no more than two consecutive full terms on the Steering Committee. Terms of the initial SC Members are defined in the Agreement.
Members of the Steering Committee are nominated in accordance with procedures established by the Steering Committee. At least two (2) persons shall be nominated for each vacant position. The Member shall nominate and select the Internet2 SC Member. Nomination of new SC Members shall occur prior to the first SC meeting in each fiscal year, or as soon as possible should an SC seat become vacant for any other reason.
SC Members may be removed, with or without cause, only by The Member.
b. Officers
Officers of the Steering Committee serve one (1) year
terms. Officers, except for the
Chair (see (ii) below), are elected by majority vote of the SC Members prior to
any other business at the beginning of each fiscal year. Candidates must be SC Members and may be
nominated by any SC Member without second.
The Chair of the SC shall schedule and call meetings, develop the agenda, conduct business, settle disputes that may arise within the Company, and officially represent, or designate an alternate representative for, InCommon in discussions or other forums. The Chair may call upon the Operations Unit for staff support, including but not limited to scheduling and logistics of meetings and other business.
The Vice Chair shall act in the absence of the Chair but only at the request of the Chair unless such communication is not possible. The Vice Chair will become the Chair at the beginning of the next fiscal year unless the Vice Chair position is vacant at the beginning of that fiscal year in which case the Chair shall be elected at the same time and in the same manner as other Officers.
The Secretary is responsible for all documents and official correspondence of the Steering Committee. These responsibilities include, but are not limited to:
¤ preparation of and distribution to each SC Member an agenda in advance of each meeting;
¤ preparation of and distribution to each SC Member written minutes of all meetings of the Steering Committee;
¤ preparation of and distribution to the SC Members any notices received by the Company or otherwise called for by this Agreement to be given by the Company;
¤ preparation and approval of official correspondence from the SC to the Operations Manager and other parties.
The Secretary may call upon the Operations Unit for staff support, including but not limited to taking and transcribing minutes of SC meetings, and distribution of materials to the SC Members and Federation Participants.
The Assistant Secretary shall act in the absence of the Secretary at the request of the Chair.
The Treasurer is responsible for the fiscal affairs of the Company. The Treasurer shall report quarterly to the SC on the financial state of the InCommon LLC. The Treasurer shall work with the Operations Manager to review financial reports of income, fund accounts, and expenditures and annual financial audits. The Treasurer shall bring to the attention of the SC any potential issue or concern that might impact the fiscal soundness of the InCommon LLC. The Treasurer may call upon the Operations Unit for staff support as needed. All decisions as to accounting matters, except as specifically provided to the contrary in the Agreement or herein, shall be made by the Steering Committee (¤7.03).
c. Meetings
The Steering Committee shall meet regularly no less frequently than each quarter of each fiscal year at a time and place to be determined by the SC. Additional meetings may be called upon request to the Chair by at least two SC Members, The Member, or the Operations Manager. Such additional meetings shall require at least ten (10) days advance notice to all SC Members, except in the case of an emergency as described below. Meetings may be held in person or by conference call or other electronic means that allow full participation by Steering Committee Members, or any combination of the foregoing.
The Chair may declare an emergency meeting of the SC to address any issue for which, in the sole discretion of the Chair, it is critical that the advice or decision of the SC be obtained in fewer than 10 days. No other business may be conducted at such a meeting. The Chair, and/or his or her designee(s), shall use their best efforts to contact all SC Members to schedule and/or declare the date and time of the emergency meeting prior to the meeting.
A quorum of the SC, defined as more than 50% of the SC Members, is required in order to take action on matters before the InCommon SC. Any authority to take action ascribed to the SC in these Bylaws may be taken by a quorum of the SC unless explicitly stated otherwise. If a quorum is not present at the time designated for a meeting, discussion may still take place but no minutes of that meeting need be made available to parties external to the SC. If the meeting thus abrogated was one of the required periodic meetings of the SC, the Chair shall schedule another SC meeting as soon as possible to satisfy the required meeting frequency.
A roll and minutes of each SC meeting shall be kept and delivered to each SC Member and The Member within fifteen (15) calendar days following the meeting. If a quorum was present, a redacted, as necessary, copy of the minutes shall be made available to InCommon Federation Participants within thirty (30) days of the SC meeting.
d. Voting
A vote may be called by the Chair on any issue brought before the Steering Committee whenever a quorum is present. Unless defined elsewhere in these Bylaws, issues of InCommon LLC business, such as financial or personnel matters, shall require a simple majority of the quorum for approval. Approval of the nomination of new SC Members, new qualification rules for InCommon Federation Participants, or a recommended Participant dispute resolution per Section 5 of these Bylaws shall require affirmative vote by two-thirds of the quorum.
Any action to be taken by the Steering Committee or a subcommittee thereof may be taken without a meeting if all Members of the Steering Committee or subcommittee, as the case may be, consent thereto to the Chair (or Vice-Chair) by telephone, Facsimile, or digitally signed electronic mail.
SC Members must vote individually. Voting by proxy is not allowed. If an SC Member cannot attend a meeting at which a vote is anticipated, that Member may deliver his or her vote to the Chair in writing prior to the meeting.
e. Miscellaneous
Except where specified otherwise in these Bylaws, electronic copies of documents in a form interpretable by the recipient shall be considered equivalent to paper copies.
Each SC Member shall be provided with a copy of and will be assumed to be familiar with the InCommon LLC Agreement.
Each SC Member shall sign a statement of compliance with the InCommon LLC Conflict of Interest Policy annually (Agreement: Exhibit B, ¤VI)
InCommon shall be the calendar year unless defined otherwise by The Member (¤7.05)
InCommon shall maintain liability insurance for Members of the Steering Committee. (¤6.03(d))
Other parties may be invited to participate in discussions and meetings of the SC or any SC subcommittee or advisory committee at the discretion of the Chair of the relevant body. The presence of such parties shall be noted in any minutes kept of the meeting. Such parties shall not be eligible to vote or move any action by the relevant body.
a. Subcommittees of the Steering Committee
The Steering Committee may designate one or more subcommittees that, to the extent provided by the Steering Committee, shall have and may exercise all the power and authority of the Steering Committee. Such subcommittees shall consist of only SC members and shall include the Internet2 SC Member plus at least two other SC Members.
No action may be taken at a meeting of any subcommittee unless a quorum consisting of more than 50% of the subcommittee Members is present. All actions of a subcommittee shall require an affirmative vote by a majority of the total number of subcommittee members.
All actions taken by a subcommittee must be documented in writing and that document delivered to the Secretary of the SC. The Secretary shall include a notice of any such actions in the minutes of the next SC meeting.
b. Advisory Committees
The Steering Committee may establish one or more advisory committees, each of which shall include at least one Steering Committee Member. Advisory Committees are composed of individuals nominated by SC Members and affirmed by a majority vote of the SC. Nominees may be from among SC Members, representatives of InCommon Participants, or other individuals deemed to bring value to the work of the committee.
Advisory Committees are intended to help the Steering Committee develop policy, standards, documentation and best practices, and to represent the interests of Participants who are not otherwise represented on the Steering Committee. Advisory Committees do not exercise any authority of the Steering Committee.
Any action taken or recommendation made at a meeting of any advisory committee shall require the presence of a quorum consisting of more than 50% of the members of the Committee. All actions of an advisory committee shall require the affirmative vote of a majority of a quorum of the advisory committee members.
The day to day operations
of the InCommon LLC and InCommon Federation are handled by an Operations Unit
under the direction of an Operations Manager ("
a. Operations Manager
Subject to the supervision and authority of the Steering Committee, the Operations Manager :
The
b. Delegation of Authority
The Steering Committee may delegate to the OM the authority to develop business plans and projections, prepare annual budgets and financial statements, acquire and manage assets, execute contracts, manage staff resources as needed to ensure the reliable operation of the Federation services, and to assume any other duties necessary for the conduct of InCommon LLC business as determined by the Steering Committee.
The Steering Committee may not delegate its authority to:
¤ define who may be a Participant in the Federation;
¤ resolve Participant disputes involving the Federation;
¤ take actions that might affect the financial stability of the InCommon LLC; or
¤ establish policies, rules and obligations governing the Federation.
The Steering Committee shall establish and document in the InCommon FOPP a Dispute Resolution Process to address disputes between or among Federation Participants and between any Participant and InCommon arising out of or pertaining to their participation in the Federation. The Steering Committee shall resolve the dispute in the best interests of InCommon. All decisions by the Steering Committee concerning disputes involving the Federation shall be final.
Amendments or changes to the InCommon LLC Agreement may be proposed by any SC Member. Proposed amendments or changes shall be considered by the Steering Committee if seconded by two (2) other SC Members. Proposed amendments or changes that receive an affirmative vote of 75% of the SC Members shall be forwarded by the Secretary to The Member for consideration.
Amendments or changes to these Bylaws may be proposed by any SC Member. Proposed amendments or changes shall be considered by the Steering Committee if seconded by one other SC Member. Amendments or changes that receive an affirmative vote of 75% of the SC Members shall become part of these Bylaws. Changes made to these Bylaws shall be made available to Participants within thirty (30) days of approval by the SC.
BY MY
SIGNATURE BELOW I CONFIRM THAT THESE BYLAWS FOR THE INCOMMON LLC ARE ADOPTED BY
NO LESS THAN 75% AFFIRMATIVE
VOTE OF THE INCOMMON LLC STEERING COMMITTEE MEMBERS, EFFECTIVE THIS DAY
Name, Chair of the InCommon LLC Steering Committee
Signature, Chair of the InCommon LLC Steering Committee
[1] All references of this form are to
Articles in the Agreement of the InCommon LLC dated