Bylaws of the Public Key Infrastructure Consortium
Effective as of: May 1, 2022
These Bylaws are intended to supplement the provisions of the Articles of Incorporation for the PKI Consortium, Inc. (Public Key Infrastructure Consortium or PKIC), a Utah, USA non-profit corporation. In the event of any conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall prevail.
1. Purpose of PKI Consortium
The primary purpose of the consortium is to realize our vision, stating:
Trusted digital assets and communication for everyone and everything
This is supported by, but is not limited to:
- (a) Sharing industry knowledge and information, including the work of other relevant fora;
- (b) Engaging with users, regulators, supervisory bodies, standard defining organizations, and other interested parties to exchange developments, challenges, issues, and ideas in relation to Public Key Infrastructure (PKI);
- (c) Development and improvement of:
- a. generic, industry or use-case specific policies, procedures, best practices and standards;
- b. linters targeting PKI-related services and artifacts such as, but not limited to certificates, timestamps, and revocation services.
- (d) Managing or linking Trust Lists of CA Certificates for shared and special-purpose-built hierarchies;
- (e) Doing all things which a corporation of like character is or may be authorized or permitted to do to accomplish the primary purposes stated in its Articles of Incorporation.
This consortium will not:
- (a) Favor convenience, performance and/or commercial interest of anyone over security;
- (b) Promote specific products and/or services of its members or interested parties.
Organizations are eligible to join the PKI Consortium as members if they can demonstrate expert PKI knowledge or another significant value for the consortium and meet any of the following categories:
- (a) Certification Authorities / Trust Service Providers included on the list of trust lists maintained by the PKI Consortium;
- (b) Entities that supervise and maintain a list contained in the list of trust lists maintained by the PKI Consortium;
- (c) Industry regulators, supervisory bodies;
- (d) Conformity assessment bodies and auditors;
- (e) Standards defining organizations;
- (f) Organizations that build PKI software, cryptographic devices;
- (g) Organizations that build software used by relying parties;
- (h) Interested parties that are organizations or individuals that contribute to PKI based services or perform PKI related research (e.g., consultancy, universities, research institutions, security researchers). Members in this category are not eligible to vote or to be elected for the Executive Council or Board of Directors.
All members will be listed on the PKIC website with name and logo (if any). Individuals will be listed by name and can be linked to a personal website or profile such as on LinkedIn. Profile pages (for organizations) and brief descriptions are optional but recommended and can help to describe the organization and the objective of the membership.
The member page or footer of the site can contain a disclaimer in substantially this form:
Decisions within the PKI Consortium are taken by substantial consensus of the members as specified in our bylaws. Substantial consensus among members does not necessarily mean that all members share the same view or opinion.
From time to time the PKIC may create a position paper or public letter on matters of interest to the PKIC. Approval of such a paper or letter will follow the PKIC’s rules on discussion and reaching substantial consensus among members as described in Article 10, or upon final approval by vote of the Executive Council if substantial consensus cannot be achieved among the members.
Process for Admitting New Members
In order to admit new Members, all membership applications must agree to follow these Bylaws (including the Antitrust Policy), the PKI Consortium Code of Conduct located at https://pkic.org/code-of-conduct and the PKI Consortium Intellectual Property Rights Agreement located at https://pkic.org/ipr.
Applications must be approved by the Executive Council after feedback from the Members. Feedback and approval on a membership application by each Member and the Executive Council shall be based solely on a determination of whether or not the applicant meets the stated membership criteria, and not on any other basis including competitive considerations.
Maintaining Membership status
Members may withdraw at any time upon providing written or email notice to the Executive Council. A Member who fails to meet the membership criteria stated, or fails to adhere to any part of the Bylaws (including the Antitrust Policy), Code of Conduct, or IPR Policy, may be subject to consequences such as a warning, reprimand, or suspension by the Executive Council, or the Member may lose its membership status following a written or email proposal by at least three (3) Members to withdraw membership status from the Member and approval of the proposal by an affirmative vote of two-thirds (⅔) of the Executive Council (not including the Member who is the subject of the proposal to withdraw membership, who is not entitled to vote on the proposal).
Changes in Membership Criteria: The membership eligibility criteria may be changed from time to time upon an affirmative vote of two-thirds (⅔) of the Executive Council after consultation withof the Members.
3. Membership Fees
There are no membership fees. We encourage (but do not require) all Members to become a sponsor.
To support the activities of the PKI Consortium we accept sponsors and donations. Sponsors will be listed on the PKIC website but do not gain any other special treatment or rights. Sponsors and donations can support the development of specific projects but will never be permitted to influence the outcome of a policy.
|Sponsor Level||Annual Donation|
|Diamond||Starting at $50,000|
- Single donations can be made at any amount.
- The PKIC’s public list of sponsors will be updated as soon as feasible, but at least within three (3) months.
- A 10% discount is given when a sponsor commits a sponsorship for three (3) or more years.
PKIC may establish a bank account or may deposit funds with a third-party company (e.g., a support company providing services to PKIC) to hold without interest and apply to invoices approved by the Chair or the Vice-Chair and the Executive Council on PKIC’s behalf.
5. Board of Directors
PKIC shall maintain a Board of Directors with an odd number of at least three (3) Directors but not more than seven (7). Directors will be elected for a two (2) year term commencing on July 1 and may be reelected. The Board of Directors may elect its own officers and approve amendments to the Articles of Incorporation and take such other actions as the Articles of Incorporation provide.
When the term of a Director expires, the Board of Directors may nominate a new Director (or re-nominate the existing Director for a new term), and the nomination will be subject to approval by the voting Members.
The Board of Directors shall meet at least annually to discuss PKIC activities and future plans.
The officers of PKIC shall be a Chair and a Vice Chair (who will act as Chair when the Chair is absent). Each officer will be elected for a two (2) year term commencing on July 1 and may be elected to successive terms. Prior to election, the voting Member representatives will be asked who is interested in being elected to the positions. If there is only one candidate for an officer position, the election will occur by consensus. Otherwise, the election will be held by vote (one vote per Member). If there are only two candidates, then the candidate with the most votes wins. If there are more than two candidates, then there will be successive ballots (with the candidate with the fewest votes eliminated each time) until an officer is elected by at least 50% of the votes plus one vote.
7. Executive Council
The Board of Directors shall nominate an Executive Council with an odd number of up to fifteen (15) Member representatives from those voting Members who have been most active on PKIC projects, giving priority to those Member representatives who are active on PKIC activities and meetings. Executive Council members will be elected for a two (2) year term starting on July 1 and may be reelected. Directors may serve on the Executive Council. Executive Council nominations are subject to approval by the Members. The Executive Council may elect a chair to conduct its meetings. Member representatives may not serve on the Executive Council after they are no longer associated with the Member.
PKIC will indemnify its directors, officers, employees, fiduciaries, and agents to the maximum extent permitted under Utah Code Annotated Sec. 16-6a-902, 16-6a-903, and 16-6a-907 from the corporation’s resources.
9. Working Groups
For relevancy and efficiency, the PKI Consortium may select topics for Member-specific Working Groups. Eligibility to join a Working Group can be restricted to certain types of Members. Working Groups define if their mailing list(s) and/or meetings are public (i.e., publicly available on the Internet), restricted (i.e., available to Members of the Working Group and others who are invited to participate) or private (i.e., limited to the Members of the Working Group).
Working Groups may be created in two ways:
- (a) After consultation with the Members of PKIC, the Chair may create a new Working Group and establish its goals, objectives, and any limitations (e.g., as to who may participate, what materials will be made public, etc.). Working group members may choose their own Chair and Vice Chair. After consultation with the Members of PKIC, the PKIC Chair may dissolve the Working Group if its work is complete or cannot be completed.
- (b) Any ten (10) Members may propose the creation of a new Working Group and establish its goals, objectives, and any limitations (e.g., as to who may participate, what materials will be made public, etc.). Approval of the proposal shall be by substantial consensus of the Members of PKIC and by the Executive Council Committee. Working group members may choose their own Chair and Vice Chair. After consultation with the Members of PKIC, the PKIC Chair may dissolve the Working Group if its work is complete or cannot be completed.
All decisions in a Working Group shall be made by substantial consensus as determined by the Working Group Chair. If substantial consensus cannot be reached (or upon the request of any three Working Group Members), the matter will be submitted for decision by the Executive Council.
Except as otherwise required by these Bylaws, PKIC will attempt to reach all decisions by substantial consensus (as determined by the Chair) of all Members including interested parties. In the event that substantial consensus cannot be reached (or upon the request of any three Members), PKIC will submit the matter for a vote to the Executive Council (except as to approval of officers and members of the Executive Council, who must be approved by vote of the Members). Unless otherwise required by these Bylaws, the matter will be decided by majority vote of the members of the Executive Council who cast a vote. In the case of a tie vote, the matter will not be approved.
11. Antitrust Policy
From time to time, members will be informed on the following antitrust policy. All Members agree to follow this policy at all times.
“As you know, this consortium includes companies that compete against one another. This consortium is intended to discuss activities relating to the Purposes of the Public Key Infrastructure Consortium without restricting competition in developing and marketing such products and/or services. This consortium is not intended to share competitively-sensitive information among competitors, and therefore all participants agree not to discuss or exchange information related to:
- (a) Pricing policies, pricing formulas, prices or other terms of sale;
- (b) Costs, cost structures, profit margins,
- (c) Pending or planned service offerings,
- (d) Customers, business, or marketing plans; or
- (e) The allocation of customers, territories, or products in any way.”
9. Amendments to Bylaws
These Bylaws may be amended by a two-third (⅔) vote of the Board of Directors and a two-third (⅔) vote of the Executive Council after consulting with the Members.