Also see Articles Of Incorporation
1. ARTICLE I: OFFICES
The registered office of Identity Commons, Inc., ("IC") is in the City of Orlando, County of Orange, State of Florida. IC may also have offices at such other places within or outside the State of Florida as the Stewards Council may from time to time determine or the business of IC may require.
2. ARTICLE II: PURPOSE
The purpose of these Bylaws is to detail, to the extent possible, IC's purpose to support, facilitate, and promote the creation of an open identity layer for the Internet, one that maximizes control, convenience, and privacy for the individual while encouraging the development of healthy, interoperable communities. IC will support the efforts of a set of distributed working groups and hold any common resources deemed necessary.
3. ARTICLE III: PRINCIPLES
In pursuit of the purpose, each and every part of IC will abide by the following principles in conducting IC activities:
- Enable any working group to self-organize at any time, on any scale, in any form, around any activity consistent with the purpose and these principles;
- Fully and transparently disclose the purpose and principles of each working group, any requirement of participation, and any license or restriction of usage of its work product;
- Conduct deliberations and make decisions by bodies and methods that reasonably represent all relevant and affected parties;
- Vest authority, perform functions, and use resources in the smallest or most local part that includes all relevant and affected parties;
- Resolve conflict without resort to economic, legal, or other duress;
- Conduct, publish, and archive communications in a manner that facilitates open and trusted interactions within and across all working groups and the public Internet;
- When feasible and appropriate, employ the work product of IC working groups to facilitate the operation and interaction of IC itself.
4. ARTICLE IV: STEWARDS
4.1. Category and Admission of Stewards
The Stewards Council shall include one representative of each working group.
Decisions of the Stewards Council will be via majority vote of the Stewards, or their alternates, of any matter submitted via email during a fourteen day discussion period. The Chairperson may expand or contract the discussion period if no Steward objects within 24 hours of the declaration to discuss and vote. During the discussion period, the motion can change. There will be a subsequent five day voting period.
4.3. Rights and Duties
In conducting IC activities, the Stewards Council and all Officers shall abide by the rights and duties provided in the IC Articles of Incorporation, these Bylaws, and all rules and regulations or operating procedures adopted by the Stewards Council pursuant to Article V of these Bylaws.
Upon 30 days notice to the Chairperson, each Steward shall have the right to resign as a Steward.
5. ARTICLE V: STEWARDS COUNCIL
5.1. Powers and Duties
The Stewards Council shall manage the affairs and property of IC. The Stewards Council shall have full power to adopt rules and regulations or operating procedures governing all actions of IC. The Stewards Council shall have full authority with respect to the distribution and payment of funds received by IC from time to time.
5.2. Number, Appointment and Term of Office
The number of Stewards constituting the entire Stewards Council shall be no less than one (1) and is otherwise indeterminate in number. As used in these Bylaws, the term "Stewards Council" means the total number of Stewards then serving. A Steward will no longer be a participant in the Stewards Council if the representative working group is no longer recognized by the Stewards Council pursuant to Article V, Section 5.10.
A vacancy arising on the Stewards Council at any time and from any cause shall be filled by a replacement representative of the working group previously served by the vacating Steward.
5.4. Annual Meetings; Notice
The Corporation shall meet at least once per year in a regular session. A meeting will take place by electronic means. Notice of any such meeting shall be issued by email at least 30 days before the date of the meeting.
5.5. Special Meetings; Notice
A special meeting of the Stewards Council may be convened at any time by a request of a majority of the Stewards. Each special meeting of the Stewards Council shall be held in the same manner as regular meetings of the Stewards Council are held, unless otherwise consented to by a majority of the Stewards then in office. Notice of the time and manner of each special meeting of the Stewards Council specifying the purpose of such meeting and identifying the person or persons causing such meeting to be called shall be given to each Steward by email at least 30 days before the day on which the meeting is to be held.
At any meeting of the Stewards Council a majority of the Stewards present may adjourn the meeting to another time and place without further notice to any absent Stewards.
At each meeting of the Stewards Council, the Chairperson of IC or a temporary chairperson chosen by the Stewards present from among their number shall preside. The Secretary of IC shall act as secretary at all meetings of the Stewards Council. In the absence of the Secretary, the presiding officer shall appoint any person to act as secretary of the meeting.
Stewards shall serve without any compensation for their services as such, except that reimbursement of reasonable and actual expenses may be allowed for attendance or participation at any annual or special meeting of the Stewards Council.
The Stewards Council may establish such committees and advisory committees as it deems appropriate. Committees shall consist of no less than three Stewards then serving and shall report to the Stewards Council and the Chairperson. Advisory committees shall consist of no less than two Stewards and may include persons who are neither Stewards and officers but who have special knowledge or expertise deemed helpful by the Stewards Council.
5.10. Nonrecognition of Working Groups
Working groups may cease to be recognized by the Stewards Council as IC working groups. A decision by the Stewards Council to no longer recognize a working group and its representative Steward shall be made only upon a majority vote of the Stewards Council and after advance notice by email to the Steward and the representative working group. The Stewards Council may cease to recognize a working group for any of the following reasons:
- Any action by the Steward or the representative working group which is inconsistent with IC's purpose or principles;
- Misuse, abuse, or misconduct involving or directed at IC intellectual property;
- Voluntary dissolution or termination of the working group; or
- The Steward has not participated in three consecutive IC matters submitted to the Stewards Council via email vote.
6. ARTICLE VI: WORKING GROUPS
6.1. Working Groups
Individuals or entities proposing a new working group must draft and post a charter on the IC publicly accessible wiki. A working group must be approved by a majority vote of the Stewards Council.
A working group that has posted no active content on the IC wiki for a period of six consecutive calendar months will, upon majority vote of the Stewards Council, no longer be recognized as an IC working group.
7. ARTICLE VII: OFFICERS
The officers of IC shall be a chairperson, a secretary, a treasurer, and such other officers with powers and duties not inconsistent with these Bylaws as the Stewards Council may from time to time appoint or elect. These offices may be held by the same person.
7.2. Appointment, Term of Office, Qualifications and Removal
The officers of IC shall be appointed after each annual meeting of the Stewards Council. Officers of IC will be elected or appointed by the Stewards from among their number. Any officer of IC may be removed at any time, with or without cause, by a majority vote of the entire Stewards Council.
Any vacancy in any office arising at any time from any cause may be filled for the unexpired term by the Stewards Council.
7.4. Chairperson: Powers and Duties
The Chairperson shall preside at all meetings of the Stewards Council, except as otherwise provided by these Bylaws, and shall have and exercise general charge and supervision of the affairs of IC and shall perform all duties incident to the office of Chairperson, subject to the control of the Stewards Council, and shall do and perform such other duties as may be assigned by the Stewards Council. The Chairperson shall have the power to sign in the name of and on behalf of IC all contracts authorized either generally or specifically by the Stewards Council.
7.5. Secretary: Powers and Duties
The Secretary shall have charge of such books, documents and papers as the Stewards Council may determine, and shall have custody of the corporate seal, if any then exists. In the absence of a Chairperson, the Secretary shall, in addition to duties as Secretary, act as the Chairperson and shall have all of the powers and duties of the Chairperson as set forth in these Bylaws. The Secretary shall attend and keep the minutes of all the meetings of the Stewards Council. The Secretary shall have the power to sign in the name of and on behalf of IC all contracts authorized either generally or specifically by the Stewards Council. The Secretary shall, in general, perform all of the duties incident to the office of Secretary, subject to control of the Stewards Council, and shall do and perform such other duties as may be assigned by the Stewards Council.
7.6. Treasurer: Powers and Duties
The Treasurer shall have the custody of all funds, property and securities of IC. The Treasurer shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of IC, and shall deposit all funds and valuable assets of IC in the name and to the credit of IC in such banks or depositories as the Stewards Council may designate. Whenever required by the Stewards Council, the Treasurer shall render a statement of IC's accounts. The Treasurer shall at all reasonable times exhibit IC's books and accounts to any officer or Steward of IC, and shall perform all duties incident to the office of Treasurer, subject to the control of the Stewards Council, and shall perform such other duties as may be assigned by the Stewards Council.
8. ARTICLE VIII: AGENTS AND REPRESENTATIVES
The Stewards Council may appoint such agents and representatives of IC with such powers and to perform such acts or duties on behalf of IC as the Stewards Council may see fit, so far as may be consistent with these Bylaws, and to the extent authorized or permitted by law.
9. ARTICLE IX: CONTRACTS, CHECKS, BANKS ACCOUNTS AND INVESTMENTS
The Stewards Council, except as otherwise provided in these Bylaws, may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of IC. Such authority may be general or confined to a specific instance. Unless authorized by the Stewards Council pursuant to Section 8.1, no officer, agent or employee shall have the power or authority to bind IC by any contract or engagement, or to pledge its credit, or render it liable pecuniarily, for any purpose or to any amount.
IC shall not borrow money, whether by issuing notes, bonds or otherwise, except with the approval of the Stewards Council.
9.3. Banks; Checks
The Stewards Council or an officer shall, from time to time, select such banks or depositories as it shall deem proper for the monetary assets of IC. The Stewards Council or an officer shall determine who shall be authorized from time to time on IC's behalf to sign checks, drafts or other orders for the payment of money.
The monetary assets of IC may be retained in whole or in part in cash or may be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities as the Stewards Council or an officer may deem desirable.
10. ARTICLE X: SEAL
IC may have a physical or electronic corporate seal which shall have the name of IC inscribed therein or thereon or logically associated with it and shall be in such form as may be approved from time to time by the Stewards Council. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or logically associated with it in any other manner reproduced.
11. ARTICLE XI: FISCAL YEAR
11.1. Calendar Year
The fiscal year of IC shall be the calendar year.
12. ARTICLE XII: AMENDMENTS
12.1. Majority Votes
The Stewards Council may alter, amend and repeal these Bylaws if such action has been approved by a vote of a majority of the entire Stewards Council.
12.2. Super-Majority Votes
The following Sections of these Bylaws may be amended only as follows: (1) Section 2.1 (Purpose), Section 3.1 (Principles), and this Section 12.2 may be amended only by a vote of eighty percent (80%) of the entire Council.
13. ARTICLE XIII: NOTICE
13.1. Form of Notice
Whenever notice is required under these Bylaws, written communication in the form of a facsimile or an e-mail shall be sufficient.
14. ARTICLE XIV: INTERPRETATION OF BYLAWS
14.1. Interpretation of Bylaws
These Bylaws will be interpreted consistent with the Purpose and Principles in Articles I and II above.
Certificate of Secretary
- I, Bill Washburn, being the duly appointed Secretary of Identity Commons, Inc., do hereby certify that the foregoing constitutes the entire Bylaws of Identity Commons, Inc., and that these Bylaws were duly adopted by unanimous written and/or electronic consent of the entire Stewards Council of Identity Commons, Inc., on ________, ______, 2007.
______________________ Bill Washburn