TopicMaps.Org Charter and By-laws

2.1. Number of Categories

There shall be three categories of membership in TopicMaps.Org. Each level of membership comes with specific responsibilities and privileges.

2.2. TopicMaps.Org Participating Members

Participating Members (collectively known as the TopicMaps.Org Authoring Group) are the voting members of TopicMaps.Org. Individuals who wish to become Participating Members must declare their intent to become Participating Members and must declare their respective sponsoring organizations (usually their employers). Each Participating Member must commit to participate in face-to-face meetings in their entirety, and conference calls in their entirety, and to assist substantively in the development and maintenance of the TopicMaps.Org Specification and/or related work products of TopicMaps.Org. Participating Members are governed by the rules specified in section 3 of this Charter.

2.3. TopicMaps.Org Advisory Members

TopicMaps.Org Advisory Members are among the non-voting members of TopicMaps.Org. Advisory Membership is open to any interested party and does not require membership in the Host Organization. Advisory Members are provided access to work in progress of TopicMaps.Org under a license that defines the terms of use and disclosure of such information. Advisory Members may advise the TopicMaps.Org Authoring Group (AG), but they may not directly participate in conference calls or face-to-face meetings unless invited as guests (see section 3.6.3). Advisory Members must declare their respective sponsoring organizations. There is no limit on the number of Advisory Members that may be employees of any single organization.

2.4. TopicMaps.Org Sponsors

The Host Organization is authorized to solicit Sponsors for the TopicMaps.Org activity. TopicMaps.Org Sponsors provide funding in support of the technical and marketing work of TopicMaps.Org. Responsibility for determining funding arrangements, expenditures of funds emanating from Sponsors, and the privileges and emoluments provided by TopicMaps.Org to its Sponsors, is delegated by TopicMaps.Org to the Host Organization. No voting privileges or other privileges (other than those ordinarily conferred upon Advisory Members) are conferred upon Sponsors on account of their Sponsorship. One example of a privilege that may be conferred on Sponsors is the use of a TopicMaps.Org Sponsor Logo on TopicMaps.Org work products such as XTM, and in conjunction with TopicMaps.Org Marketing Events. A TopicMaps.Org Sponsor may be represented by a TopicMaps.Org Participating Member, but this is not a requirement for Sponsorship.

2.5. Founding Members

Founding Members, as listed in the heading of this charter, shall declare their initial membership category upon ratification of this charter.

3.1. Overview

Ultimate responsibility for and control of TopicMaps.Org shall reside with its Participating Members. Participating Members are individuals representing (prospective or actual) producers or consumers of topic map products.

3.2. Definitions of Terms Relating to Votes of the Participating Members

The following definitions shall govern the interpretation of terms relating to votes taken by the Participating Members under the provisions of this Charter and By-Laws. All references to floating-point operations assume infinite precision.

3.2.1. Absolute Majority

"Absolute majority" shall mean a number of votes V is greater than floor(N/2.0)

where 2.0 is a real quantity, N is a real quantity equal to the total number of voters, minus the number of abstentions, at the time that the call for a vote is issued pursuant to section 3.3.2, / is a floating-point division, and floor() is the floor function which is defined to round the number towards zero to the nearest integer.

3.2.2. Two-thirds Majority

"Two-thirds majority" shall mean a number of votes V such that V is greater than or equal to ceil(2.0*N/3.0)

where 2.0 and 3.0 are real quantities, N is a real quantity equal to the total number of voters, minus the number of abstentions, at the time that the call for a vote is issued pursuant to section 3.3.2, / is a floating-point division, * is a floating-point multiplication, and ceil() is the ceiling function which is defined to round the number away from zero to the nearest integer.

3.2.3. Near Consensus

"Near consensus" shall mean a number of votes that is greater than or equal to one less than the total number of Participating Members at the time that the call for a vote is issued pursuant to section 3.3.2. In any such vote, an abstention shall be counted as a vote in favor of the status quo.

3.3. Procedure for Votes of the Participating Members

3.3.1. Submission of matters for consideration

Any Participating Member may submit a matter for the consideration by the Participating Members. Matters may be submitted by electronic mail to the Participating Member mailing list, or by voice on telephone or at a face-to-face meeting. Only a Participating Member may submit matters for consideration by the Participating Members.

3.3.2. Votes

After a suitable time for discussion, any Participating Member may issue a formal call for a vote. Formal calls for a vote may be made by electronic mail, or by voice on telephone or at a face-to-face meeting. The call for a vote must include a deadline by which Participating Members must provide their votes. For non face-to-face votes, the deadline must be at least seven calendar days after the date on which the call was issued.

Voting is limited to the Participating Members at the time of the formal call for a vote.

A quorum of at least two-thirds of Participating Members must be present at a face-to-face meeting to allow votes at the meeting. For non face-to-face votes, at least two-thirds of all Participating Members must vote in order for the results to be valid.

3.3.2.1. Responding to Votes

Participating Members must transmit their votes to the TopicMaps.Org AG via email (or in person in the case of face-to-face meetings) within the voting period specified in the call for vote. In the event that a Participating Member is unable to vote by email, he/she must provide the vote via other means and it is the responsibility of the individual recording the votes to advise the TopicMaps.Org AG of the Participating Member's vote in a timely manner.

3.3.2.2. Recording of Votes

The Participating Member issuing the call for a vote shall summarize the votes and announce the results to all of the Participating Members.

3.3.2.3. Closing of Votes

The voting period will be considered closed once the specified deadline has passed.

3.3.2.4. Changing of Votes

Votes will be considered final and irrevocable once the specified voting period has closed.

3.4. Failure to Respond to Calls for Votes

In case any Participating Member fails to submit a vote within the voting period, it shall be the obligation of the Participating Member issuing the call to attempt to rectify the failure (through personal contact by telephone, for example).

In the event of repeated failures by a Participating Member to participate in votes, the Participating Member is subject to removal pursuant to the provisions of section 3.5.3.

3.5. Membership of the Participating Members

3.5.1. Requirements for Participating Members

Participating Membership is open to anyone. Membership in another organization is not prerequisite. See 5.2.

3.5.1.1. Meeting Attendance

Participating Members are expected to participate in all face-to-face meetings in their entirety. In the event that a Participating Member is absent from two consecutive face-to-face meetings, the Participating Member will automatically revert to the status of Advisory Member. A two-thirds majority vote of the Participating Members is required to restore Participating Member status.

3.5.2. Adding Participating Members

A new Participating Member may be added at any time by a two-thirds majority vote of the existing Participating Members. No more than one Participating Member is allowed per organization. To be considered for Participating Membership, a person must have actively participated in the two preceding face-to-face TopicMaps.Org AG meetings in their entirety, or have previously served as a Participating Member.

3.5.3. Removing Participating Members

A Participating Member may be removed at any time by a two-thirds majority vote of the Participating Members. Removal may be for any cause, including but not limited to repeated failures to attend TopicMaps.Org AG meetings and conference calls in their entirety, obstructionism, unresolvable personality conflicts, or failure to honor commitments with respect to the work of TopicMaps.Org.

3.5.4. Participating Membership Not Transferable

Participating Membership attaches to the particular combination of individual and organization. Change of employer may or may not affect such an individual's ability to vote, depending on the new employer's existing representation in TopicMaps.Org, and whether the new employer chooses to be represented by the individual. A change of employer shall not automatically cancel such an individual's access to meetings or ability to contribute work, however; such an individual shall have the option of retaining the status of Advisory Member unless otherwise decided by an absolute majority of the Participating Members.

3.5.5. Replacement of Participating Members

Organizations represented by an individual who ceases to be a Participating Member on behalf of that organization shall have the right, within 30 days following that cessation, to submit a new candidate for consideration. The candidate shall be required to attend the first face-to-face TopicMaps.Org AG meeting thereafter, and the Participating Members shall vote to accept or reject the candidate before the next face-to-face meeting. An absolute majority vote of the Participating Members shall be sufficient to approve a candidate submitted by an organization to replace a Participating Member previously representing that organization. A change of Classification, however, shall require a two-thirds majority vote, just as if a change of Classification had been proposed for an existing Participating Member. If a candidate is rejected, the replacement procedure shall restart.

3.5.6. Resignation of Participating Members

Participating Members may resign from TopicMaps.Org at any time.

3.5.7. Substitution of Participating Members

A Participating Member may propose a temporary substitute representative for a fixed length of time, subject to rejection by an absolute majority vote. The substitute representative has the full rights of the Participating Member, in place of the Participating Member, for the agreed upon length of time. Excessive substitution may be grounds for removal of the Participating Member pursuant to section 3.5.3; as a practical matter, the continuity of participation by each individual Participating Member is essential to the accomplishment of the purpose of TopicMaps.Org.

3.5.8. Special Dispositions

At any time, decisions regarding membership or representation differing from the other rules specified in section 3.5 may be approved by two-thirds majority of the Participating Members.

3.6. Collective Duties of the Participating Members

3.6.1. Charter and By-Laws

The Participating Members shall make all changes to this Charter and By-Laws. Only a Participating Member may propose changes to the Charter and By-Laws. Such changes shall require a near consensus of the Participating Members.

3.6.2. TopicMaps.Org AG Policy

The Participating Members shall formally approve or disapprove all matters of TopicMaps.Org AG policy. Approval of policy initiatives originating in TopicMaps.Org AG meetings shall require an absolute majority vote of the Participating Members, unless the issue in question is one that requires a greater number of votes under the other provisions of this Charter and By-Laws. In case of conflicts, TopicMaps.Org Charter and By-Laws supersede TopicMaps.Org AG Policy.

3.6.3. TopicMaps.Org AG Activities

TopicMaps.Org AG activities shall be open to TopicMaps.Org AG Participating Members and invited guests. Upon the proposal of a Participating Member, the Participating Members may, by an absolute majority vote, allow any person the right to attend TopicMaps.Org AG activities at any time and for any reason as an invited guest.

The work products of the TopicMaps.Org AG, including voting summaries, meeting summaries, draft specifications, etc., will be made available to the Advisory Members for comment and review and to the public at large for review.

3.6.4. Maintain Document Repository

The TopicMaps.Org AG shall maintain official copies of TopicMaps.Org documents in a repository available to all Participating and Advisory Members.

3.7. Host Organization

IDEAlliance will serve as the initial Host Organization for TopicMaps.Org. A change in host organization requires a two-thirds majority vote. The terms and conditions of the relationship between TopicMaps.Org and the host organization will be defined in a separate document that must be approved by an absolute majority of the Participating Members.

4.1. Face-to-face Meetings

The TopicMaps.Org AG shall have face-to-face meetings regularly, with frequency determined as a matter of TopicMaps.Org AG Policy. These meetings shall be held no less often than semiannually. The exact dates and locations for each face-to-face meeting shall be set by TopicMaps.Org AG Policy, pursuant to section 3.6.4.

4.2. Meetings of the Participating Members

Whenever possible, Participating Members shall transact their business through electronic mail or scheduled telephone calls.

4.3. Special Face-to-face Meetings

Any Participating Member may call for a special face-to-face meeting of the Participating Members at any time and location. Agreement to hold such a meeting shall require a two-thirds majority vote of the Participating Members.

5.1. XTM Creation, Rights and Publishing

Creation and/or maintenance of XTM shall be a mandatory agenda item for every face-to-face TopicMaps.Org AG meeting. The copyright of XTM will remain with the Participating Members of TopicMaps.Org as individuals, collectively identified as TopicMaps.Org. No copyright or other intellectual property rights, including moral rights, shall be transferred to the Host Organization, nor to any Sponsor, nor to the employers of the Participating Members. XTM shall be published in such a way that it may be used and copied by anyone for any purpose, provided that all copies are true and complete, and provided that each copy shall bear the copyright notice of TopicMaps.Org, sponsorship notices and all other appropriate legal notices designed to protect the interests of the public and of TopicMaps.Org, as specified in XTM as formally adopted and officially published by TopicMaps.Org.

5.1.1. Assumption of XTM Control and Responsibility

The TopicMaps.Org Authoring Group shall assume responsibility for XTM upon constitution of the TopicMaps.Org Authoring Group and adoption of this Charter and By-Laws.

5.1.2. XTM Approval

Formal adoption and all revisions to XTM shall require a two-thirds majority vote of the Participating Members.

5.1.3. XTM Submission

A two-thirds majority vote is required in order to deliver an approved revision of XTM to any other body.

5.1.4. TopicMaps.Org AG Chair and Editor

The TopicMaps.Org AG chair will consist of one or more persons. The TopicMaps.Org AG chair will be elected, and may be replaced, by an absolute majority of Participating Members. The chair will diligently endeavor to create consensus, using any appropriate means available, and to cause that consensus to be accurately reflected in the written work products.

The chair is the editor of XTM and will be responsible for the consistency, quality and publication of the written work product(s) of TopicMaps.Org.