Draft v0.1 OISF Bylaws
05/10/2009


Open Information Security Foundation

The Open Information Security Foundation (OISF) is a non-profit
corporation organized in Indiana. OISF will seek recognition from the
IRS as a 501.3(c) tax-exempt organization.  Strong governance must be
established for OISF in order to comply with IRS and Indiana regulations
and to ensure the long term success and stability of OISF.

There are four participation groups in OISF:


Committers

Any "significant and sustained" contributor to the OISF Engine is
eligible for membership. Although it is difficult to specify a precise
definition, a contributor generally must have contributed to a
non-trivial improvement of the OISF Engine or OISF's activity.
Contributions may be code, documentation, translations, maintenance of
project-wide resources or other non-trivial activities which benefit
OISF. Committer eligibility is an individual determination: while
contributions made in the course of employment will be considered, they
will generally be ascribed to the individuals involved, rather than
accruing to all employees of a "contributing" corporation. Initial
membership of the Committers will be identified in a document included
with the formation documentation of OISF. A Committer Membership and
Elections Committee will be established to maintain Committer membership.

All committers must complete a copyright assignment to OISF. OISF will
make all of the code assigned to it available to the public under the
GNU General Public License, version 3. To raise money for the
organization, OISF may also license the software under more permissive
terms to certain parties, including the Advisory Board members as
described below.


Community

Any member of the public can become a OISF Community Participant. All
Committers are also automatically Community Participants. Community
Participants must agree that their participation as Community
Participants is in their individual capacity and not on behalf of any
corporate entity or other organization. The Community may be asked by
the Board of Directors from time to time to vote on certain issues.


Advisory Board

The Advisory Board is made up of individuals, community members and
organizations that support the OISF Engine. The Advisory Board has no
corporate decision-making authority but provides a vehicle for its
members to communicate with the Board and help the Directors guide the
overall direction of the OISF Engine and OISF. The Advisory Board will
appoint up to five (5) members who will be non-voting attendees of Board
meetings. The Advisory Board will meet up to twice per year. The
Advisory Board may be asked by the Board of Directors from time to time
to vote upon certain issues relevant to the OISF Engine and OISF, such
as on particular feature sets to develop.

Initial membership in the Advisory Board shall be by nomination and vote
by the Community Members.

Advisory board member organizations pay an annual fee which helps
finance the operations of OISF. Advisory Board members are entitled to
receive a version of the OISF Engine under more permissive terms for a
period of one year. Such period may be renewed so long as the company
remains a paying Advisory Board member, subject to the approval of the
Board of Directors.


Board of Directors

The Board of Directors will initially consist of seven (7) members,
elected annually by the Committers and Advisory Board. The Board shall
meet at least once per quarter to discuss various topics pertaining to
the regular activities of OISF.

The members of the Board may be removed from the position at any time by
a majority vote of the Committers and Advisory Board. Upon the
resignation or removal of a member of the Board, the Committers shall
elect a replacement Director.

At times an issue may arise that merits gathering consensus from the
community. Any Committer, Community Participant or Advisory Board member
can suggest a referendum. To be accepted, a request for a referendum
must be endorsed by 20% of any of (a) the Committers, (b) the Community
Participants or (c) the Advisory Board members.

A 75% vote of all of the Committers can override a Board decision.

The bylaws may be amended by a 75% vote of all the Committers.