Bylaws of the Public Key Infrastructure Consortium
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.
The primary purpose of the consortium is to realize our vison, stating:
Trusted digital assets and communication for everyone and everything
This is supported by, but is not limited to:
- (a) Holding periodic meetings for members and/or interested parties;
- (b) Engage with users, regulators, supervisory bodies 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) Manage or link Trust Lists of root CA’s for shared and purpose-built build 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 established for the 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 upon either of the following conditions:
- (a) They are CA Members (Certificate Issuer Members) of the CA/Browser Forum (CABF), or;
- (b) They are included on the eIDAS Trusted List, or;
- (c) They are relevant and recognized supervisory bodies or regulators, or;
- (d) They provide, built or manage PKI based products, services or solutions.
For relevancy and efficiency, the PKI Consortium may establish topic or member specific Working Groups. Eligibility to join a working group can be restricted to certain type of members. Working groups define if their group is public, restricted (to consortium members) or private (to the members of the working group).
In order to admit new members, all membership applications must agree to follow these Bylaws and the PKI Consortium Code of Conduct located at https://pkic.org/code-of-conduct. Applications must be approved by an affirmative vote of at least two-thirds of then-existing PKIC members. Voting on a membership application by each member shall be based solely on a determination by the member of whether or not the applicant meets the stated membership criteria, and not on any other basis including competitive considerations.
Members may withdraw at any time upon providing written or email notice to other Members. A Member who fails to meet the membership criteria stated, or fails to adhere to the Code of Conduct or Antitrust Policy, will impose consequences such as a warning, reprimanding, suspension or the member can lose its membership status following a written or email proposal by at least three Members to withdraw membership status from the Member and approval of the proposal by an affirmative vote of two-thirds of the Members (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 of the Members.
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 dot 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 or a policy.
|Sponsor Level||Annual Donation|
|Diamond||Starting at $50,000|
- Single donations can be made at any amount.
- This list of sponsors will be updated as soon as feasible, but at least within three months.
- A 10% discount is given to when a sponsor committing a sponsorship for three or more years.
PKIC may establish a bank account to hold donations, or may deposit donations to a third-party company (e.g., a supporting company providing services to PKIC) to hold without interest and apply to approved invoices on PKIC’s behalf.
PKIC shall maintain a Board of Directors of at least three Directors. Each Member of the PKI Consortium may (but is not required to) appoint one Director to the Board of Directors. The Board of Directors may approve amendments to the Articles of Incorporation and take such other actions as the Articles of Incorporation provide.
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 12-month term, and may be elected to successive terms. Prior to election, the 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 votes (with the candidate with the fewest votes eliminated each time) until an officer is elected by a more than 50% of the votes.
Except as otherwise required by these Bylaws, PKIC will attempt to reach all decisions by consensus (as determined by the Chair) of all members. In the event that consensus cannot be reached (or upon the request of any voting member), PKIC will submit the matter for a vote. Unless otherwise required by these Bylaws, the matter will be decided by majority vote of members who cast a vote. In the case of a tie vote, the matter will not be approved.
8. Antitrust Policy: From time to time at PKIC meetings, the following antitrust policy statement will be read allowed to Members. All Members agree to follow this policy at all times.
“As you know, this meeting includes companies that compete against one another. This meeting 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 meeting 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.”
These Bylaws may be amended by a vote of the voting Members.