I3P By-Laws

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BYLAWS OF
THE INSTITUTE FOR INFORMATION INFRASTRUCTURE PROTECTION,
A NOT-FOR-PROFIT ENTITY

 

ARTICLE I   NAME OF THE ORGANIZATION

The name of the organization shall be THE INSTITUTE FOR INFORMATION INFRASTRUCTURE PROTECTION (I3P).

 

ARTICLE II   PURPOSES

1. Statement of Purpose. The following are the purposes for which this organization has been formed:

    To help protect the information infrastructure of the United States by coordinating the development of a comprehensive, prioritized research and development agenda for cyber security; promoting collaboration and information sharing among academia, industry, and government; and, contingent on the availability of funding, facilitating specific, high leverage research and development of new technology for information infrastructure protection.

2. Construction. These Bylaws shall be construed in the context of the I3P Charter and the I3P Grant Making Structure.
3.  

ARTICLE III   CONSORTIUM MEMBERSHIP

1. Members. Membership in the Consortium is open to not-for-profit research and academic institutions actively engaged in significant research and development for cyber security and information infrastructure protection. The strength of an institution's cyber security research and development program will be determined based on the institution's standing among experts, level of funding, program coherence and depth, impact or influence of its research, organizational viability, and other factors.Government agencies are not eligible for membership.
2. Designation of Member Representatives. An individual with the authority to act for the Member shall designate in writing a Principal Representative and an Alternate Representative who may act on behalf of the Member if the Principal Representative is unavailable. The Principal Representative and Alternate Representative shall be senior researchers possessing a sophisticated understanding of cyber security and information infrastructure protection, depth and breadth of experience, proven judgment, and community stature.
3. Election. Eligible institutions may be elected as Members by the affirmative vote of a majority of the Members.
4. Affiliate Members.
1. Any Member who fails to send a designated representative to at least fifty percent (50%) of the Consortium meetings in a year, on a rolling basis, may be designated as an Affiliate Member by majority vote of the Members. A Member may choose to become an Affiliate Member by so notifying the I3P Chairman in writing.Affiliate Members may not vote on matters before the Consortium, participate in proposals to receive I3P funds (if funding is available only to Members), or sponsor an I3P Fellow. Affiliate Members may attend Consortium meetings and participate in other Consortium activities, at their own expense. Members who become Affiliate Members while participating in I3P-sponsored research, or while sponsoring an I3P Fellow, will continue to receive funding for the duration of that funding cycle. The Executive Committee must approve any additional funding for an Affiliate Member, taking into consideration the effect that discontinuing funding may have on a research plan or an I3P Fellow's work.
2. To become a Member, Affiliate Members must notify the I3P Chairman in writing of their intent, and a designated representative must participate (in person, by teleconference, or by videoconference) in at least two consecutive meetings of the I3P Consortium. Affiliate Members shall be designated Members at the beginning of the second consecutive Consortium meeting attended. An Affiliate Member must pay the travel expenses associated with participating in the first required meeting, while the I3P will pay travel expenses associated with participating in the second required meeting.
5. Number of Members. The maximum number of Members will be reviewed annually and will be determined by the vote of a majority of the Members with the concurrence of the I3P Chairman.
6. Member Term. Members shall serve for renewable two-year terms.A Member's or Affiliate Member's participation in fifty percent (50%) of Consortium meetings in the final year of a term of membership will result in automatic renewal of membership for a two-year term.Members and Affiliate Members whose membership is not automatically renewed may have their membership renewed by the affirmative vote of a majority of the Consortium members.
7. Withdrawal. A Member or Affiliate Member may withdraw from the Consortium at any time for any reason.Withdrawal is effective on the date specified in a written notice to the Chairman.
   

 

ARTICLE IV   VOTING

Method. Each Member, other than Affiliate Members, shall have one vote on any issue for decision by the Consortium, which vote shall be exercised by the Principal Representative, or by the Alternate Representative when the Principal Representative is not in attendance. Voting may not be by proxy.

 

ARTICLE V   CONSORTIUM AUTHORITY

Authority. The authority of Consortium members shall extend to the following: 

   

1. The I3P National Research Agenda.Member entities shall   
1. be entitled to access to key deliverables prepared by or for the I3P as part of the agenda development process;        
2. be afforded opportunities to provide input on all phases of the agenda development process and to comment on pre-publication drafts of the I3P National Research Agenda; and        
3. vote on the final draft of each successive edition of the I3P National Research Agenda.   
2. Grant-Making Mechanism. Member entities shall have the authority set forth in Article XII to shape I3P efforts to fund research and development.
3. Consortium Membership.Consortium members have authority, as set forth in Article III, to nominate and vote on prospective Consortium members.
4. Committees.Consortium member entities have authority, as set forth in Article X, to vote on the creation of committees of the organization.
5. Charter. Consortium members shall ratify by majority vote of member entities represented at a meeting the I3P Charter, subject to adoption of any amendments thereto proposed by the Chairman or proposed by any member and concurred in by the Chairman.
6. Bylaws. Member entities may amend these by-laws, with the concurrence of the Chairman, as provided in Article XIII. Acceptance of an offer to become a member entity constitutes acceptance of the current version of the I3P Bylaws.

 

ARTICLE VI   MEMBER RESPONSIBILITIES

1. Participation. Member entities will be expected to participate in the following I3P activities:

   

1. I3P Consortium Meetings. Each member entity will be expected to send its designated Principal or Alternate Representative to each I3P Consortium meeting.   
2. Agenda Development Process. Each member entity will be invited to participate in workshops, cluster groups, conferences and other events associated with the development of successive editions of the I3P National Research Agenda.   
3. Review of Grant Proposals. Each member entity will be expected to participate in panels, committees, and/or other bodies created to evaluate research proposals submitted to the I3P, per the I3P Grant Making Structure, described in Article XII, below.
1. Other Contributions. Apart from the expectations stipulated in the preceding paragraph, there are no other responsibilities associated with or resulting from Consortium membership. There are no dues or other requirements for financial contributions to the Consortium by member entities. 

 

ARTICLE VII   MEETINGS

1. Annual Meeting. Member entities shall meet on at least a biannual basis at such time and place as designated by the Chairman. 
2. Quorum for Meetings. The presence (physically or by telephone, video, or electronic link-up) of not less than fifty percent (50%) of the Members shall constitute a quorum and shall be necessary to conduct the business of this organization.

 

ARTICLE VIII   OFFICERS

1. Officer Positions. The initial officers of the I3P shall be as follows:    
   Chairman   
   Secretary
2. Chairman. The Provost of Dartmouth College shall appoint an individual to serve as Chairman of the I3P.The Chairman shall preside at all Consortium meetings. He shall present at a meeting of the organization an annual report of the work of the organization.He shall be one of the officers who may execute documents on behalf of the organization.He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.He shall develop the I3P annual budget.In the event that the position of Chairman becomes vacant for any reason or the Chairman is otherwise precluded from performing his duties, the Provost of  Dartmouth College shall appoint a replacement, including a temporary or acting Chairman. 
3. Secretary. The Secretary shall be chosen by the Chairman.The Secretary shall keep the minutes and records of the organization.He may be one of the officers authorized by the Chairman to execute documents on behalf of the organization.

 

ARTICLE IX   BUSINESS MANAGEMENT

Management of I3P business shall be overseen by the Chairman, who is vested with the authority to hire such employees and enter into such contracts on behalf of the I3P as he may deem appropriate.

 

ARTICLE X   COMMITTEES

All committees of this organization shall be created by a vote of a majority of member entities represented at a meeting, with the concurrence of the Chairman. 

 

ARTICLE XI   GRANT MAKING PROCESS

1. Procedural Mechanism. The procedural mechanism used to select and oversee research and development projects funded by the I3P will be described in a document known as the I3P Grant Making Structure. The Chairman will prepare a draft version of the I3P Grant Making Structure for review by the Consortium members. The I3P Grant Making Structure must be approved by a majority vote of member entities represented at a meeting. Upon approval, the I3P Grant Making Structure will be a formal part of the I3P Bylaws. The I3P Grant Making Structure may be amended by affirmative vote of a majority of member entities represented at a meeting, with the concurrence of the Chairman. Amendments to the I3P Grant Making Structure may be proposed by any member entity.
2. Substantive Priorities. The substantive priorities governing the selection of research and development projects funded by the I3P will track the priorities articulated by the final version of the most recent edition of the I3P National Research Agenda. 

 

ARTICLE XII   AMENDMENTS

These bylaws may be altered, amended, or repealed, with the concurrence of the Chairman, by an affirmative vote of a majority of Consortium members represented at a meeting. Such a vote may be in writing, including email, without the necessity for a meeting of the Consortium. When such a vote is carried out in writing without a Consortium meeting, the proposed change must receive the consent of the Chairman and the affirmative vote of a majority of Consortium members.