2018 Organization ID Stakeholder Meeting

Partner Governance Straw Man Proposal

SUMMARY

The ORG-ID working group recommended that a new entity not be created to launch the open organization ID registry. In this document we describe a framework, inspired by the global SCOAP3 partnership, for setting up a collaboration of partners to host the registry.

WHAT IS A PARTNER?

●Partners are all committed to the success of ORG-ID initiative (“the Initiative”).

●Partners agree that there is a Host Organization which hosts the Initiative administratively and as legal entity under a Governing Council and an MOU signed by all Partners.

●Partners can commit different levels of data, resource, finance, staff to the Initiative.

GOVERNING COUNCIL

●The Partners make up the Governing Council

●Governance is by all Partners with each having an equal vote

●The Council elects a Chair who cannot be from the Host Organization.

●The Initiative has an Executive Committee (ExCo) accountable to the Council to oversee operations and day-to-day issues.

●The Council elects the ExCo.

●ExCo might have reserved seats for Partners which contribute above a given level of resources.

●The Council may sponsor a Community Forum, which would meet in person once a year to discuss ideas and propose actions for consideration by the Council.

LEGAL INSTRUMENT

●A Memorandum of Understanding (MoU) is the instrument.

●The MoU is not legally binding but all parties recognize their moral responsibility to the community for the success of the Initiative.

●The MoU is signed by the Host Organization and each individual Partner.

●The MoU is equal for everyone, public, and unchangeable.

●The MoU describes the governance structure.

●The MoU leaves to Governing Council to write under separate cover the rules of procedure.

THE HOST ORGANIZATION

The MoU describes the obligation of the Host Organization in detail

●Subject to Governance will in all Initiative matters.

●Staff allocated to the Initiative accountable to the Initiative for objective-setting and delivery.

●Financial resources committed to the Initiative are fully separated by others, and fully and transparently auditable.

UNALIENABLE RIGHTS, PARTNERS

The MoU lists the rights all Partners acquire in equal ways by signing:

●Voting rights in the Governing Council.

●Eligibility to be elected to serve on ExCo.

●Access to technical products/resources/know how (in case not all open/public) or in pre-production state.

●Special API rights (?)

INDIVIDUAL CONTRIBUTION, PARTNER

The MoU defers to individual addenda, one per Partner, the special contribution of that Partner

●Donation of nation-specific or other data in the Initiative

●Donation or open-end licensing of software or tools to the Initiative

●Contribution of marketing/community resources (collateral, persons, detailed list with time).

●Contribution of hardware/cloud resources (detailed list).

●Contribution of staff (software, product) (detailed list).

The MoU defers to individual addenda, one per Partner, the special obligations of that Partner

●Obligation to provide the promised contribution over a given period of time.

●Payment of a contribution to the common fund.

●The Council to decide on the level of transparency of the Addenda but most likely public.

●Addenda can be renegotiated as the case might be under ground rules to be set by Council.

INDIVIDUAL CONTRIBUTION, HOST ORGANIZATION

●The Addendum of the Host Organization lists all the contributions it makes to the Initiative

●This Addendum is public to all Initiative Partners.

FINANCES

●The MoU explains financial ground rules.

●The Council approves the annual budget.

●The MoU states an Audit Committee is created by the Governing Council to write detailed rules.

●The MoU states the Host Organization subjects itself in advance to said rules.

●The MoU states the principles of financing (contributions as in the Addenda, provision of services); the Governing Council has the last word in deciding about those.

CONFLICT RESOLUTION BETWEEN PARTNERS AND/OR HOST ORGANIZATION

●Conflict resolution is by arbitration.

●By signing MoU all Partners and Host Organization agree in advance to subject to the arbitrage decision without appeal and without further process.

●The MoU explains conflict resolution in full detail, for example:

○Governing Council head is always one Arbiter unless her organization is part of conflict

○Governing Council head selects 2 more Arbiters for conflict resolution who are not from organizations involved in conflicts or commercially owned/dependent on them.

EXIT

●The MoU says Host Organization takes responsibility independent of level of overall financing but has right to exit the Initiative initiative and make available all Open Source/Open Data if financial income does not realize (some thresholds/conditions apply, e.g., fraction of yearly budget).

●The MoU says that Host Organization can be changed provided there is agreement of current Host Organization and new Host Organization.

●The MoU says that all rights and obligations of all Partners are transferred in the case of such change.

●The MoU says how Council can decide to wind down (supermajority).

ORG ID Initiative Partner Governance Page 1 of 20180118