GGF EGA Merger Framework

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GGF / EGA Merger Framework
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Agenda

• Objectives
• Design Implementation Principles
• Stakeholder Requirements
• Simplified Merger Framework
• Merger Framework
• Structure Governance
• Membership
• Intelectual Property
• Schedule Next Steps
• Timeline
• Key Milestones

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Design Implementation Principles

• Focus on what the new organization needs to be
  successful as opposed to preserving either
  existing organizations processes, biases, etc.
• Merger of equals - creating a new, more effective
  and efficient organization
• Sensitive to existing constituencies no
  disenfranchisement
• Preserve the continuity of current work
  throughout merger intent and transition phases
• Integrated, worldwide organization presenting a
  clear and differentiated mission statement
  attractive to stakeholders
• Transparent in our governance and processes and
  open in our technical deliberations
• Tangible and tiered benefits for organizational
  and individual members
• Well described processes which make it easy for
  people to get work done
• Encourage interoperability while enabling
  industry innovation and value add.
• Inclusive and broadly based - enable the best and
  brightest to contribute
• Promote and encourage grid adoption and the value
  of the new organization

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Stakeholder Requirements

• Organizations
• Influence direction while ensuring a level
  playing field
• Tangible, timely and commercially - viable
  standards and results
• Focused interaction and advocacy in key sectors
  (academic/research enterprise/ industry IT
  vendors)
• A vendor neutral voice on grid definitions,
  education, directions, maturity and appropriate
  use cases and value
• A forum for the exchange of ideas and
  acceleration of packaged grid-enabled
  applications and solutions
• Policies and practices that protect IP while
  enabling participation and collaboration
• Recognition as a leader within the industry
• Insight into grid technology directions and
  maturity

• Individuals
• Technical meritocracy and quality
• An environment where I can make a difference
• Recognition for my contributions
• Inclusive participation and low barriers to
  collaboration
• Simple processes and tools that enable work

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Simplified Merger Framework
Membership
Structure Governance
IP
Individual
Organizational
Enable steering and oversight Top Down
Compelling entitlements for funding the
organization
Protect members IP and encourage collaboration
and adoption
Checks and Balances
Trust and Respect
Compelling reasons for participating in the
organization
Bottoms Up Enable participation and meritocracy
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Structure Governance - Overview
Regional Organizations Structure - TBD
Steering Committees (Event Steering Committee
Technical Steering Committee
Board of Directors Chair (1), Foundation (12),
At-large (3)

• Advisory Council
• Regional strategic advice

Nominating Committee Leadership nomination
processes
Chair
Community Vice Chair
Technical Vice Chair
Marketing Vice Chair
Events
AR/PR
Programs
Operations GGF Staff Global Inventures
Membership / Sponsorship
Document tools and processes
Web site
Event Mktg. Ops
Management tools processes
Finance, HR, Legal
Representatives from across the various
organizational functions as appropriate
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Structure Governance - Detail
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Structure Governance - Detail
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Structure Governance - Detail
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Structure Governance - Detail
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Structure Governance - Detail
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Membership Principles
Design objective maximize organizational funding
and individual participation
Compelling reasons for participating in the
organization
Compelling tiered entitlements for funding the
organization
Influence on directions and priorities
Recognition as a leader driving grid
adoption
Insight on grid standards best practices
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Membership Types Tiers

• Two types of members
• Organizational Sponsors
• For organizational members, their will be 3 tiers
  with increasing level of entitlements
• Elected BoD members will pay an adder for
  accepting BoD seat
• Individual contributors
• For individual members their will be a tier for
  individuals whose organizations are not members
  and special consideration for students
• All members will sign an agreement that includes
  an IP policy
• Further design of member entitlements and fees
  will be completed after the signing and
  announcement of the LOI

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Membership - Transition
(during the merger transition before the new
organization is legally established)

• Members from both organizations should continue
  to participate in their original organizations
• Membership fees paid to one or both organizations
  will be applied to new memberships level chosen
  on a pro-rated basis once the new organization is
  established
• During the transition phase the activities of the
  two organizations will be increasingly brought
  together

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Intellectual Property

• The new organization will develop an IP policy
  that protects member IP and encourages
  collaboration and adoption of standards
• During transition,
• Activities that remain separate will operate
  under each organizations existing IP policy
• EGA and GGF members are encouraged to participate
  in each organizations group activities but must
  adhere to the existing IP policy of the group
  they are participating in.
• Any new joint technical activities between the
  two organizations will operate under the GGF IP
  policies until the new organization IP policy is
  established

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Timeline

• Phase I. Merger Intent
• Framework development (PP presentation, document,
  LOI)
• Stakeholder validation and refinement
• LOI signed by both organizations
• Press/PR/Community Announcement of intent to
  merge (1)
• Phase 2. Merger Transition
• Develop merger plan including appropriate
  documents, processes and procedures for
  integration
• Separate organizations but synergistic operation
• Phase 3. Merger Integration
• New organization legally structurally
  established for integrated operation. (BoD and
  leadership in place Bylaws, Member Agreement,
  New IP Policy)
• Integration of the new organization is complete
  and all core processes operational

(1) TBD Date of Intent to Merge Announcement
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Phase 1 Merger Intent Detailed Schedule
Joint merger teams meet to review slide deck,
paper, and develop draft LoI
EGA BoD and GGF GFSG Review Paper And draft
LoI Form detailed feedback
Team releases Final LoI and proposal Paper
to Respective leadership
Release Paper and Draft LoI To respective leadersh
ip
Representatives Of both parties Meet
to Resolve Differences, Agree to final points
Both parties Have from 1/23 to 1/31/06 To review
and approve LoI and vote to merge
Team Prepares Final LoI and proposal paper
9 10 11 13 16-17-18 20 22
23 30 31
EGA BoD To review And approve LoI And vote to
merge
Regular EGA BoD meeting
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Key Milestones

• Phase 1 Merger Intent (11/05 2/06)
• Signed letter-of-intent (LOI)
• Announcement of intent to merge
• Merger implementation team established
• Merger transition guidelines communicated and
  reviewed with organizational sponsors

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Key Milestones

• Phase 2 Merger Transition (2/06 6/06)
• Merger implementation plan is completed and
  approved including new organization
• Bylaws
• IP Policy
• Membership Agreement and Entitlements
• Area / Group transition plan
• Leadership transition plan (BoD, Officers,
  Leaders)

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Key Milestones

• Phase 3 Merger Integration (6/06 9/06)
• New organization is a legal entity and activities
  commence in the new organizational structure
• Initial BoD and officers are appointed with
  staggered tenure ( 50 1 year 50 - 2 year
  terms)
• Initial Vice Chairs and Area Directors are
  appointed with staggered tenure (Note using
  existing GGF cycle)
• Vice Chairs and Area Directors are chosen from
  existing leadership of GGF and EGA
• EGA and GGF members have transitioned to new
  organization membership agreements
• New Web site is in place with logos, branding,
  content, etc.
• Core processes, procedures and policies are in
  place and operational

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• The following slides are the notes from the GFSG
  discussion regarding issues with the current
  framework

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Issues

• BoD
• What is the TSC and name of the technical
  function?
• What is the name of the NEWORG
• Business case
• What is the voting procedure
• GFSG votes and board approves
• 2/3 of those voting
• What do we say to the community and when
• GFAC discussion (Friday, 20th)
• GFSG vote (Tuesday, 24th)
• GFSG final vote (Friday, 27th)

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BoD

• The GGF believes that the board should not have a
  proactive approval but an exception veto on the
  publication of documents. A document can be
  published even with board veto, but it must be
  marked. Veto is only by super majority
• Want 2/3 1/3 instead of ¾ - ¼ on board
  composition of foundation member versus at-large
• Commitment level to retain vote
• Vice chairs should attend BoD meetings but no
  vote
• Nominations for at-large member through the
  NOMCOM process.
• Mechanism where collected membership can interact
  with BoD

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TSC

• Vice Chair of Standards Technology (Standards
  needs to be in the name)
• Technical Strategy Committee to own the ongoing
  Standards Roadmap development process and develop
  the technical strategy and direction for the
  organization
• Participation from across the councils (Vice
  Chair of ST, 3 appointed by VC, 3 appointed by
  board)
• Councils (Community, Standards, Marketing,
  Operations) have formalized decision making
  process. (i.e. vote within council)

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Organization name

• Business Case for name change or name
  continuation (cost, brand)
• Execute appropriate alternatives
• Keep the monogram, change the logo and meaning of
  the letters
• Change the monogram, keep the logo
• Change the monogram, change the logo