BY-LAWS 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.

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

1. 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.