Working Group and Intellectual Property Policy of the Advanced Photonics Coalition
1. Purpose of the Working Group Policy
This Working Group and Intellectual Property Policy (“Working Group and IPR Policy”) of the Advanced Photonics Coalition (“APC” or “the Corporation”), together with the Bylaws and relevant policies approved by the Board, governs all Working Groups of the Corporation. Terms not defined here have the meaning set forth in the Bylaws.
2. Establishing Working Groups
Any Member of the Corporation may submit to the Board a written Proposal to establish a Working Group to develop specifications, documents, or policies relating to the purposes of the Corporation. The Board considers each Proposal and may adopt it as written, modify it and adopt it as modified, return it for modification and subsequent consideration, or reject it.
A Working Group is formed by Supermajority Vote of the Board. The Board’s approval must specify one of two categories: (1) If the purpose of the Working Group is to develop a technical specification, a “Specification Working Group” is formed. (2) If a Working Group is formed for any other purpose, a “General Working Group” is formed. The Corporation will notify all Members in writing of the Working Group’s formation. Working Groups operate in an advisory capacity to the Board.
3. Working Group Rules
Rules Applicable to All Working Groups.
Each Steering Member and each qualifying Associate Member may become a Working Group Member by notifying the Corporate Secretary or President (or their designee) in writing and designating a “Lead Participant”. (Multiple Participants may be designated, but only the Lead Participant has standing for purposes of consensus or voting.)
The Working Group must designate a Chair. The Chair (or the Chair’s designee) maintains a list of Working Group Members, their Lead Participants, and their other designated Participants; organizes, issues required notices of, and presides over meetings and voting; and ensures that the Working Group meets its goals. The Chair may delegate duties as appropriate but remains responsible for their execution. The Chair should also periodically direct Participants’ attention to their obligations under this Policy (including but not limited to Section 5.1 (Antitrust and Other Laws)) and those provisions of the Bylaws that govern the conduct of Working Groups (such as Section 1.4 (voting rights of Affiliates), 8.4 (Intellectual Property Rights), and 8.5 (Confidentiality)), but each Member remains solely responsible for its own compliance with all applicable laws and rules. The Chair may be removed and replaced by Supermajority Vote of all Working Group Members or by Supermajority Vote of the Board.
The Working Group Chair issues written notice of the time and place of any meeting of the Working Group, or the first of any series of regular meetings, as follows: At least 14 days before in-person meetings, at least seven days before teleconference meetings, no advance notice for general communications that include all Participants or if all Working Group Members agree (in writing or, if orally, as recorded in the minutes).
Working Groups will endeavor to make all decisions by consensus. If consensus is not clear, the Working Group may make decisions by Supermajority Vote, as follows:
Each Working Group Member has one vote, which may be exercised by the Lead Participant directly or by delegation to another of that Working Group Member’s Participants.
Adoption of a Charter, Initial Draft, or Approval Draft, if not established by consensus, requires a Supermajority Vote of all Working Group Members. For all other matters, if not established by consensus, votes may be taken at any meeting at which at least 2/3 of all Lead Participants are represented (directly or by delegation to a non-Lead Participant representing that Working Group Member, but not by proxy), and decisions may be made by Supermajority Vote of the quorum for that meeting.
Working Groups may vote electronically on any matter without a meeting provided that (1) a written ballot with only “yes” or “no” options is provided to all Lead Participants and (2) the voting remains open for at least seven days or until a Supermajority of all Working Group Members is established.