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DCMI By-laws

Host Board of Trustees Affiliates Directorate Usage Board Advisory Board Working Groups

DCMI By-laws (SUPERSEDED, SEE CURRENT VERSION)

Date Issued: 2004-08-01
Identifier: http://dublincore.org/about/2004/08/01/bylaws/
Replaces: Not Applicable
Is Replaced By: http://dublincore.org/about/2006/01/01/bylaws/
Latest version: http://dublincore.org/about/bylaws/
Status of document: This is a DCMI Process Document.
Description of document: This document outlines the structure and operation of the Dublin Core Metadata Initiative (DCMI). It describes the details of the organizational structure and the decision making process.

Preamble

A. Introduction: Mission and Scope of DCMI

The Dublin Core Metadata Initiative (DCMI) is an organization dedicated to promoting the widespread adoption of interoperable metadata standards and developing specialized metadata vocabularies for describing resources that enable more intelligent information discovery systems.

The mission of the DCMI is to make it easier to find resources using the Internet through the following activities:

  1. Developing metadata standards for discovery across domains,
  2. Defining frameworks for the interoperation of metadata sets, and,
  3. Facilitating the development of community- or disciplinary-specific metadata sets that are consistent with items 1 and 2

The range of activities of DCMI includes:

DCMI Organization Chart

Article I: Participation Categories

Institutions, consortia, government agencies, projects, companies and individuals can participate in DCMI.

A. Host

The DCMI Host shares major administrative responsibilities and employee costs of DCMI. These include personnel administration, legal costs, and infrastructure support (including servers, associated software, and Web site hosting, maintenance and development).  A DCMI Host is designated by the DCMI Board of Trustees.

B. Affiliates

DCMI Affiliates are national or regional organizations that represent stakeholder communities within their region. Affiliates are established on a contractual basis and have rights and responsibilities as designated in an Affiliate Agreement executed between the Affiliate and DCMI (or its Host). Affiliate fee structure and level are proposed by the DCMI Directorate and decided by the DCMI Board of Trustees, taking into account economic factors related to the locales covered by Affiliates and the overall budget requirements of DCMI. Fee structure and levels will be regularly reviewed allowing for changes in economic circumstances and budget developments.

C. Sponsors

Sponsors are organizations that contribute financially to DCMI. They have rights and obligations as designated in a Sponsorship Agreement executed between the Sponsor and DCMI (or its Host).  Sponsorship categories and associated contribution levels are proposed by the DCMI Directorate and decided by the DCMI Board of Trustees.

D. Volunteers

Active, voluntary participation is open to anybody. Volunteers who commit to certain tasks (chairs of working groups, members of the Usage Board and Advisory Board, editors and contributors to DCMI documentation) are mentioned on the DCMI Web site.

E. General audience

Participation in DCMI Working Groups and subscription to DCMI mailing lists is open to anybody.

F. Liaisons

DCMI maintains liaison relationships with other organizations with common or related interests for the purpose of facilitating or promoting such interests through collaborative activities. Liaison relationships involve exchange of expertise and communication channels suitable to the shared activities established to pursue common objectives.

Article II: Governance

A. Voting Privileges

While most activities in DCMI are consensus based, certain formal actions are subject to formal voting.

In case of major decisions affecting DCMI as a whole, including appointment of members of the Board of Trustees, dissolution of DCMI, and amendments of the By-laws, and other issues to be determined by the Board of Trustees, voting takes place in the Plenary Voting Process with votes accorded as follows: the DCMI Directorate is authorized one vote; each member of the Board of Trustees is authorized one vote; each Affiliate without a seat on the Board of Trustees is authorized one vote, which will be cast by the designated Affiliate contact person.

The common rule for voting in all circumstances where voting takes place within DCMI is that proposals need more than 50% of assigned votes in favor and less than 25% of assigned votes against.

B. DCMI Board of Trustees

Membership The DCMI Board of Trustees consists of a minimum of five and a maximum of ten members. One seat on the Board of Trustees is reserved for the DCMI Host. DCMI Affiliates are represented by at most four voting members of the Board of Trustees. All other DCMI Affiliates have the right to send a non-voting observer to the meetings of the Board. The remainder of the Board is made up of independent experts, who are selected on the basis of geographical representation, business acumen, knowledge of standards development activity and the ability to promote strategic alliances.
Responsibilities

The Board of Trustees provides strategic advice to the DCMI Directorate, decides on approaches and fee levels for financial contributions, oversees the allocation of financial resources available to the Initiative, and assists in securing support and in promoting the development of DCMI through liaison with foundations, government or non-government organizations, and industrial partners.

The Board of Trustees will discuss budgetary and strategic development issues and make recommendations to the Directorate. Members of the Board have an active role in identifying funding opportunities and partnerships, and in actively helping the Directorate to pursue these opportunities.

The Board of Trustees may declare any issue to affect DCMI as a whole and invoke the Plenary Voting Process.

Whenever DCMI becomes independently incorporated, the Board of Trustees will be responsible for appointing the DCMI Managing Director.

Selection and appointment process

Appointments to the DCMI Board of Trustees are made at a meeting of the Board.

When there are more than four DCMI Affiliates, a mechanism will be established for representation and voting procedures among the Affiliates.

In exceptional cases, Board members can be removed from the Board of Trustees before expiration of their term.

Proposals for appointment or removal of Trustees may originate from the DCMI Directorate, from the DCMI Board of Trustees members themselves, from DCMI Affiliates or the DCMI Host, and are voted on through the Plenary Voting Process. Proposals should be submitted at least three months before the annual DCMI Conference.

Terms Board members are appointed for three-year, renewable terms, with one-third of Board members eligible for renewal or replacement every year. Board members may step down at their own discretion at any time.
Decision process Decisions taken by the Board of Trustees require more than 50% positive votes and less than 25% negative votes of acting members. In controversial cases, the Board of Trustees may decide to consult the DCMI Affiliates and the DCMI Host. The Board of Trustees may ask the Directorate to consult with the DCMI Advisory Board.
Communication and documentation The Board of Trustees communicates by e-mail through a closed mailing list. All voting Board members and non-voting Affiliate representatives as well as the DCMI Directorate are subscribed to this list, The Board will have conference calls as necessary and meet at least once annually face-to-face alongside the DCMI annual conference and workshop. Scheduling of meetings is done far enough in advance so that as many members as possible may be present. Agendas for Board of Trustees meetings will be distributed in advance and are the responsibility of the DCMI Directorate.
Reporting The Directorate will furnish minutes of Board meetings, and public summaries of these will be posted on the DCMI web site.

C. DCMI Directorate

Membership The DCMI Directorate consists of a number of Directors as determined by the DCMI Board of Trustees. Directors can either be paid employees or subcontractors of DCMI itself, DCMI Affiliates or the DCMI Host, or be voluntary staff. The chair of the DCMI Usage Board is a member of the DCMI Directorate.
Responsibilities The DCMI Directorate is responsible for the day-to-day management of DCMI and its activities. DCMI staff work under responsibility of the Directorate.
Selection and appointment process In case of vacancies, the Directorate appoints Directors and staff members with the exception of the Managing Director who is appointed by the Board of Trustees.
Terms DCMI Directors can be appointed for an indeterminate period or for specific terms.
Decision process The decision power within the DCMI Directorate lies with the Managing Director. DCMI Directors, members of the Board of Trustees, DCMI Affiliates and the DCMI Host can appeal against decisions of the Directorate. The Board of Trustees will decide appeals within their formal decision process.
Communication and documentation The DCMI Directorate will hold regular conference calls and meetings, with a frequency appropriate to the work. Reports will be distributed to all members of the DCMI Directorate. The Managing Director will keep an archive of call and meeting reports. The Board of Trustees has access to these reports on request.
Reporting The Directorate reports at regular intervals to the Board of Trustees with confidential progress and management overviews, and to the DCMI Community through regular, public DCMI Status Reports. Both types of reports will be prepared at least twice per year.

D. Usage Board

Membership The Usage Board will consist of at least seven and no more than eleven people appointed by the DCMI Directorate.
Responsibilities The mission of the Usage Board is to ensure an orderly evolution of the metadata terms maintained by the Dublin Core Metadata Initiative.  The Usage Board evaluates proposals for new terms (or changes to existing terms) in light of grammatical principle, semantic clarity, usefulness, and overlap with existing terms. To proposals that are accepted, it assigns a specific status.  The Usage Board also evaluates constructs that use DCMI terms, such as Application Profiles.
Selection and appointment process

Members are selected based on the following criteria: knowledgeable concerning the development history and purpose of the DC element set and its relationship to the metadata world at large; related to a metadata community relevant to DCMI; willing and able to commit time and energy to the functions of the UB; able to communicate verbally and in writing in English well enough to prepare documents and discuss complex issues in a group setting; geographic and domain distribution of members is relevant but will not override other criteria.

The DCMI Directorate will appoint the UB Chair from one of the membership.

The DCMI Directorate can propose the appointment of non-voting Liaison members to the Usage Board. Liaison members may represent DCMI Affiliates or Sponsors, or other organizations that have a stake in the development of the Dublin Core semantic specifications.

Terms Usage Board members are appointed for two-year, renewable terms. They may step down at their own discretion at any time.
Decision process The Usage Board strives for consensus, justifying its decisions and interpretations in terms both of principle and of empirical practice. To be approved, a proposal needs more than 50% of assigned votes in favor and less than 25% of assigned votes against. Important decisions will be assigned a number for citation purposes and documented on the DCMI Web site. Decisions of the UB are forwarded to the DCMI Directorate for endorsement and approval.
Communication and documentation For internal communication, the UB uses a closed mailing list. The messages are archived and are made publicly available. Meetings are held at least once a year. This meeting is scheduled during the annual DC general workshop/conference. Further meetings can be scheduled, preferably close to other conferences, so as to make attendance convenient for as many members as possible. Scheduling is done far enough in advance so that as many members as possible may be present.
Reporting The chair of the Usage Board is responsible for the preparation of a report of meetings and conference calls and submission to the DCMI Directorate. Based on this report and after endorsement of Usage Board decisions, the Managing Director communicates the decisions to the DCMI community. Decisions on semantics are included in the reference documentation on the DCMI Web site.

E. Advisory Board

Membership

The Advisory Board will be comprised of: Working Group Chairs; official liaisons to other metadata activities; representatives of stakeholder organizations, regional centers and communities; invited experts appointed by the DCMI Directorate.

The members of the DCMI Directorate are ex officio members of the Advisory Board, as are the members of the Usage Board. The Advisory Board is chaired and convened by the DCMI Managing Director. One or more vice-chairs can be appointed as necessary.

Members of the Advisory Board commit to the stated mission and principles of the DCMI. They must be able to assign appropriate resources to their duties, at least expressing their founded opinions on issues that are brought before the board. Members are expected to be involved on a regular basis in discussions of the Advisory Board, either attending meetings or participating in other scheduled communications (e-mail, teleconferences, IRC) that are provided as alternatives to travel.

Responsibilities

The DCMI Advisory Board gives advice to the DCMI Directorate on all technical and strategic issues that occur during the operation of DCMI. The Advisory Board has a dual role in DCMI: an internal role to assist in and advise on the developments that take place within DCMI, and an external role to liaise with the stakeholder community and other global metadata initiatives. It has an important role in reviewing charters and activities of Working Groups. This role puts specific emphasis on recognizing and signaling potential conflicts between activities, suggesting specific coordination between Working Groups, and proposing specific contacts with individuals, groups or organizations outside DCMI.

The Advisory Board will maintain strong links with the Usage Board that is primarily responsible for semantic issues.

Selection and appointment process Every DCMI Affiliate has the right to appoint one representative on the Advisory Board. Chairs of Working Groups and Usage Board members are ex officio members of the Advisory Board. The DCMI Directorate appoints additional members with specific expertise or representing specific communities as appropriate.
Terms Advisory Board members are appointed for three-year renewable terms. Advisory Board members may step down if their professional or personal circumstances so require.
Decision process The Advisory Board has no formal voting procedures and operates on a principle of consultation, striving towards consensus. The Directorate, if it goes against consensus of the Advisory Board, will do so with appropriate explanation and justification. In case of conflict the Board of Trustees can be asked to act as arbitrator.
Communication and documentation The Advisory Board operates by mailing list (closed discussion group with public archive), telephone conferences and other forms of electronic communication. At least one meeting will be held in conjunction with the annual DCMI Conference. Scheduling of meetings is done far enough in advance so that as many members as possible may be present.
Reporting The DCMI Managing Director includes reporting on the activities, meetings and recommendations of the Advisory Board in the confidential reporting to the Board of Trustees and the public reporting to the DCMI community.

Article III: Funding and financial management

A. Fiscal year

The fiscal year of DCMI ends on the last day of the month of June or such other date as may be fixed from time to time by resolution of the Board of Trustees.

B. Depositories

The monies of DCMI are held in US Dollars in a separately earmarked account at OCLC, the current Host, and shall be used by the DCMI Directorate under the supervision of the Board of Trustees.

C. Sources

Sources of revenue of DCMI include, but are not limited to, Host contributions, Affiliate and Sponsorship Fees and grants. DCMI will not accept contributions with conditions that compromise its fundamental character as an open and independent organization.

D. Assignment and reporting

The DCMI Directorate, under the supervision of the Board of Trustees, assigns the funds of DCMI to meet costs directly related to the activities of the organization, including staff contracting and travel expenses of the DCMI Directorate, DCMI staff or others who are contributing to specific activities.

The DCMI Directorate reports to the Board of Trustees on an annual basis. These reports are also made available to DCMI Affiliates.

Article IV: Activities

A. Web presence

DCMI maintains a Web presence to promote the organization, its activities and the Dublin Core standards. The Web site is kept up-to-date under responsibility of the DCMI Directorate.

B. Reference documentation

DCMI provides a set of basic documents and other materials that constitute the reference documentation for the deployment of Dublin Core metadata. This documentation set is made available for referencing, consultation and download through the DCMI Web site, for any purpose and at no cost to the users. The copyright and other policies are explicitly specified on the DCMI Web site.

C. Working Groups

Working groups are formed and dissolved as necessitated by the work at hand and the availability of expertise to accomplish such work. Working groups will be comprised of volunteers with the interest, expertise, and time to contribute to the solution of problems.

The Guidelines for Dublin Core Working Groups defines the procedures that are employed in developing Dublin Core specifications and in carrying out other tasks to advance the Dublin Core Metadata Initiative. The approval processes related to Dublin Core specifications are described in Procedure for approval of DCMI Metadata Terms and Recommendations.

D. Annual conference and workshop

As part of its operation, DCMI holds an annual conference and workshop. In conjunction with the annual event, meetings of the Board of Trustees, Usage Board and Advisory Board take place.

Article V: Legal considerations

A. Offices and registered address

DCMI's official address is currently at OCLC, the current Host.

DCMI is a special activity of OCLC, the current Host. OCLC has delegated the oversight of DCMI to the Board of Trustees and is responsible for the Directorate. OCLC holds the DCMI account that is administered solely for the purposes of DCMI. Incorporation as a separate entity is a long-term goal of DCMI.

C. Intellectual property rights and trademark

Use of DCMI documentation and other products is governed by the DCMI Intellectual Property Notice as posted on the DCMI Web site.

OCLC, as DCMI Host, owns the intellectual property and service marks of DCMI for the sole benefit of the DCMI activity. Ownership of these rights will be transferred to DCMI when this becomes an independent legal entity.

Article VI: Dissolution

A proposal to dissolve the Dublin Core Metadata Initiative needs to be submitted and signed by at least three vote holders in the Plenary Voting Process. Such proposals will be voted on through the Plenary Voting Process.

In the event of dissolution, any funds in the DCMI account will be pro rata distributed among the financial contributors.

Article VII: Amendments

These Bylaws may be repealed or amended or new Bylaws adopted by affirmative vote in the Plenary Voting Process. Any of the holders of votes can submit proposals for repeal, replacement, or amendments to the Bylaws, addressing such proposals to the DCMI Directorate, and accompanying such proposals with new text. The DCMI Directorate will communicate proposals to the holders of votes, after which vote holders will be given eight weeks in which to cast their votes. Votes will be communicated to the DCMI Directorate. The DCMI Directorate will announce the outcome of the vote within two weeks of the voting deadline to all vote holders. In case that the decision leads to replacement or amendment of the Bylaws, the DCMI Directorate will publish the new Bylaws within four weeks of the voting deadline, at which time they will come into full effect.