BOARD OF DIRECTORS
Bylaws of AMI MDM Meter Data Management Group

Adopted [Insert Date]; amended through [Insert Date]

Table of Contents

Article I.  Objectives
Section 1. Name of Working Group.
Section 2. AMI MDM objectives.
Article II.  Parliamentary Procedure.
Article III.  Membership
Section 1. Voting Membership
Section 2. Advisory Membership
Section 3.  Sponsor Membership.
Section 4. Application for Voting Membership
Section 5. UtiliPoint ex-officio Board of Directors membership
Section 6.  Meeting moderation.
Section 7.  Agenda for general membership meetings
Section 8.  Membership fees
Section 9. Annual Budget
Article IV.  Management of AMI MDM
Section 1.  Planning of general membership meetings
Section 2.  Acquisition of Sponsors
Section 3.  Collection and distribution of funds
Section 4.  Payment of bills of AMI MDM
Section 5. AMI MDM domain
Section 6.  AMI MDM Bi-monthly newsletter
Section 7.  Meeting and communication assistance
Section 8.  Moderation of AMI MDM web site and newsletter
Article V. AMI MDM Structure
Section 1. Board of Directors
Section 2. The Elections of Officers for Board of Directors
Section 3. Board of Director Voting
Section 4. Meetings
Section 5.  Quorum and Voting
Section 6.  Amendments to by-laws
Section 7. Committees
Article VI. AMI MDM Focus
Section 1. Establishing priority of AMI MDM efforts
Section 2. Developing consensus for work outputs
Section 3.  Property rights of work products
Section 4.  Property rights of published design work

Article I.  Objectives

Section 1. Name of Working Group.

The name of the working group shall be AMI MDM.
Section 2. AMI MDM objectives.

The objectives of AMI MDM are:

1. To encourage excellence in meter data management in the North American utility and energy industry.
2. To assist utilities, regulators, ISOs, regulators and/or governing board members of utilities, Federal regulatory agencies in establishing best business practices, data exchange definitions, or other useful work products for the successful implementation of meter data management.
3. To assist utilities in increasing the value of their investments, both new and existing, in AMI, meter data management, and other utility systems.
4. To work to establish a consensus on how ways to best implement meter data management, allowing utilities choices in how to proceed rather than assuming there is necessarily a “best method.” 
5. To set up a forum with total freedom to explore what should and should not be required in meter data management, AMI, demand response, and the interfaces between systems and/or system components.  The committees will begin with a clean slate.
6. An opportunity for a broad spectrum of market participants to work together at their own pace to meet the needs of the decision makers of the market.  Committees may establish their own time tables.
7. To meet the needs of electric, water, and natural gas utilities.

 

Article II.  Parliamentary Procedure.

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern AMI MDM in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the AMI MDM may adopt.
Article III.  Membership
Section 1. Voting Membership

1. The Board of Directors of AMI MDM shall determine if a candidate is suitable for voting membership. 
2. Any member may submit a written request to the Board of Directors to make such membership determination. 
3. Each member must provide an email address, a mailing address and a telephone number that AMI MDM may use for official communications of AMI MDM. 
4. Each entity is limited to two voting members. 
5. Voting Membership shall be comprised of:
   1. Employee of an electric, water, and/or natural gas utility in the United States or Canada.
   2. Staff member or commissioner of state or provincial regulatory authority in the United States or Canada.
   3. Staff member or commissioner of Federal regulatory agency with regulatory authority over electric, water, and/or natural gas utilities.
   4. Employee or board member of governing board of non-regulated electric, water, and/or natural gas provider in the United States or Canada.
   5. Employee or board member of ISO in North America.
   6. Staff of publicly funded Consumer advocacy organization.

Section 2. Advisory Membership

Advisory Membership is open to those firms, organizations, agencies, and individuals who, by nature of their work, responsibilities and interests, share the mission of AMI MDM. Advisory Members shall not have voting privileges.

Section 3.  Sponsor Membership.

1. Sponsor membership is open to those companies, organizations, agencies, and individuals who, by nature of their work, responsibilities and interests, share the mission of AMI MDM.
2. Sponsor Members shall not be accorded any additional voting privileges, by virtue of being a Sponsor. 
3. One sponsor member from each organization, corporation or individual entity shall be invited to make at least one presentation per year at one of the general membership meetings. 
4. Sponsor members may submit to UtiliPoint International, Inc. an article to be published in AMI MDM bi-monthly newsletter of AMI MDM at least once per year.
5. Sponsor members may submit at least one half-page ad per year to UtiliPoint International, Inc. for inclusion in AMI MDM bi-monthly newsletter.
6. The logo of the sponsor members of AMI MDM will be included prominently on AMI MDM website, at all AMI MDM general membership meetings, in all official correspondence of AMI MDM, in all presentations made by AMI MDM board members to other Working Groups, and in the bi-monthly newsletter of AMI MDM.

 

Section 4. Application for Voting Membership

Application for Voting Membership status may be reviewed and voted upon, individually, by AMI MDM Board of Directors.

Section 5. UtiliPoint ex-officio Board of Directors membership

1. Two employees of UtiliPoint International, Inc. will be member ex-officio members of AMI MDM Board of Directors. 
2. The ex-officio members of AMI MDM Board of Directors shall not be accorded any additional voting privileges by virtue of being an ex-officio member of AMI MDM Board of Directors.

Section 6.  Meeting moderation.

UtiliPoint International, Inc. or someone appointed by UtiliPoint International, Inc. will moderate all general membership meetings.

Section 7.  Agenda for general membership meetings

UtiliPoint International, Inc. will plan the agenda for all general membership meetings with the current President of AMI MDM Board of Directors. 

Section 8.  Membership fees

Fees for each category of Membership will be charged, as determined by the UtiliPoint International, Inc., and will be approved annually with AMI MDM Board of Directors. UtiliPoint International, Inc. may waive dues for individual Members at its discretion. 

Section 9. Annual Budget

1. At the first AMI MDM Board of Director’s meeting of each calendar year, the UtiliPoint International, Inc. ex-officio members of the Board will present a report on the anticipated sponsor funding available for the upcoming year. 
2. The Board of Directors will discuss and approve priorities for spending. 
3. The total budget for expenditures must be less than the anticipated Sponsor fees reported by UtiliPoint International, Inc. for the current year. 
4. All discretionary spending by AMI MDM must be approved by the Board of Directors.
5. The Board may not authorize any spending over the total budget approved for the calendar year except whereupon unanimous agreement of the voting members of the Board of Directors receives direct sponsorship of funding for a Board approved AMI MDM initiative or activity.

 

Article IV.  Management of AMI MDM

Section 1.  Planning of general membership meetings

UtiliPoint International, Inc. shall undertake the planning of general membership meetings of AMI MDM.

1. Organizing the general membership meetings at least twice per year.
2. Organizing teleconferences for general membership and committee meetings.

 

Section 2.  Acquisition of Sponsors

UtiliPoint International, Inc. shall solicit sponsors for AMI MDM.  The sponsors will be designated to cover most of the costs of AMI MDM.  The sponsor fees will cover the following costs, and any other costs deemed necessary and approved by the Board of Directors:

1. Meeting venues;
2. Planning for meetings;
3. Transportation costs for UtiliPoint International, Inc. employees and subcontractors to support AMI MDM;
4. Website domain;
5. Website development, maintenance and content;
6. Publishing of bi-monthly newsletter;
7. Teleconference calls of board meetings, committee meetings, and general membership meetings;
8. Tallying of on-line votes;
9. Meals, sundries and services provided to meeting attendees;
10. Advertising costs of AMI MDM;
11. UtiliPoint International, Inc. employee and subcontractor salaries devoted to AMI MDM.

 

Section 3.  Collection and distribution of funds

UtiliPoint International, Inc. shall collect all membership and other fees for AMI MDM, and present an accounting of the collection of fees and the distribution of funds at the first Board of Directors meeting of each calendar year, and whenever otherwise requested by a Board member or required by force of law.

Section 4.  Payment of bills of AMI MDM

UtiliPoint International, Inc. shall pay all bills for services and goods provided to AMI MDM.  All invoicing for accounts payable and receivable are required to be processed through UtiliPoint International, Inc., and all expenditures must be approved by the Board of Directors of AMI MDM.

Section 5. AMI MDM domain

UtiliPoint International, Inc. shall develop and maintain the domain www.amimdm.com as the official website of AMI MDM as long as AMI MDM sponsor fees are sufficient to cover the cost.

Section 6.  AMI MDM Bi-monthly newsletter

1. UtiliPoint International, Inc. shall publish a bi-monthly newsletter on behalf of AMI MDM, as long as AMI MDM sponsor fees are sufficient to cover the cost.

2. UtiliPoint International, Inc. shall permit sponsor members and voting members to write articles to be included in AMI MDM newsletter.

Section 7.  Meeting and communication assistance

UtiliPoint International, Inc. shall assist committees in organizing meetings and facilitating communication to the general membership meetings, or in teleconference meetings throughout the year.

Section 8.  Moderation of AMI MDM web site and newsletter

1. UtiliPoint International, Inc. shall moderate the web domain based “blogs” for AMI MDM, as long as AMI MDM sponsor fees are sufficient to cover the cost. 
2. UtiliPoint International, Inc. reserves the right to prohibit publication of any content in the blogs or newsletter, or to remove any submitted blog or newsletter entry, that is unprofessional, contains inappropriate language, disparages any member, or violates any laws of the United States or Canada and/or the laws of the jurisdiction in which UtiliPoint International, Inc. or AMI MDM conducts business or violates any other rules that may be established by AMI MDM Board of Directors.

 

Article V. AMI MDM Structure

Section 1. Board of Directors

1. The responsibility for the operational policy and formulation of AMI MDM activities shall be vested in a Board of Directors numbering no fewer than three persons and no more than nine persons including the two Board members ex-officio. 
2. Three to seven Board Members shall be appointed by UtiliPoint International, Inc. for a term of one year for the first annual term in 2006. 
3. Thereafter, these Board Members shall be elected from the general voting membership. 
4. Two UtiliPoint International, Inc. employees shall be appointed by UtiliPoint International, Inc. each year as ex-officio members of the Board. 
5. Only voting members shall be nominated and elected to the Board of Directors.
6. There shall be at least one Board Member from each of the following sectors:
   1. Distribution Utility
   2. Competitive Provider
   3. Regulator (State or Provincial Regulator or Governing Board member of non-regulated electric, water, and/or natural gas provider)
   4. Publicly funded Consumer Advocacy Group
   5. Federal Regulatory Agency
7. The Board of Directors may vote to expand the number of members on the Board of Directors no sooner than three months after the inaugural meeting of the Board of Directors in 2006, and after that may vote to expand or shrink the number of Board Members at the Board meeting immediately prior to the month of September in each calendar year.
8. Thereafter, nomination for voting members of the Board shall be held during September presented by a Nominating Committee appointed by the President of the Board and then presented to the current President of the Board of Directors for AMI MDM for presentation to the Board of Directors.
10. The Nominating Committee shall consist of at least three members, two of whom shall be from the general voting membership and one from the Board of Directors. Voting members of the Board shall be elected per the following schedule:
    1. 1 Year Director
    2. 1 Year Director
    3. 2 Year Director
    4. 2 Year Director
    5. 3 Year Director
    If six or seven elected board members, then also:
    1. 1 Year Director
    2. 2 Year Director
11. Voting shall be by ballot. Elections shall take place online during November and the new Board shall take office after January 1st of each calendar year.

Section 2. The Elections of Officers for Board of Directors

1. Officers shall be elected by the voting members of the Board of Directors at the first meeting following Board elections.
2. Officers shall be President, Vice President, and Secretary. Their terms of an officer shall be only one year.
3. Officers shall take office immediately after election to office.
4. It is recommended but not required that the President shall have served one year as a Director before taking office (except for year inaugural 2006 when the Officers of AMI MDM shall be elected by the Board of Directors.)
5. Ex-officio members of the Board shall not be nominated nor elected as Officers of the Board of Directors. 

Section 3. Board of Director Voting

1. A majority of five Directors at any Board of Directors meeting shall constitute a quorum.
2. To pass a motion, at least three affirmative votes must be cast.
3. Any member of the Board of Directors, who fails to attend three consecutive meetings without a valid excuse, may be removed by unanimous consent of the voting members of the Board of Directors.

Section 4. Meetings

1. General membership meetings shall be open to both voting members and non-voting members of AMI MDM and shall be held at least semi-annually.
2. The Board of Directors may hold conference call meetings.
3. The Board of Directors may also call e-mail meetings, which will be categorized as either a discussion or decision meeting, of which the open period will be defined in the initial notice of the meeting.
4. Special email meetings of AMI MDM may be called by the President or a quorum of voting members with seven days email notification to each voting member.
5. Each voting member shall have one vote.
6. The President of the Board of Directors must submit a calendar of the Board meetings to the general membership by email before the end of February of each calendar year.

Section 5.  Quorum and Voting

1. Ten utility members or a majority of voting members, whichever number is smaller, shall constitute a meeting quorum for the general membership. 
2. A majority vote of those attending the general membership meeting, or votes cast on-line during the stated open period shall be necessary on all matters requiring a vote. 
3. The Board of Directors shall have the authority to determine whether voting on each item will take place at the general membership meeting or on-line. 
4. Voting members will be notified of an on-line vote by email using the email address provided to AMI MDM by the voting member for this purpose.
5. The open period for on-line voting will be at least 72 hours, and may begin as soon as 24 hours after the notification email has been sent to all voting members.

Section 6.  Amendments to by-laws

1. Amendments to these by-laws may be voted on at either of the two semi-annual membership meetings.
2. Such proposed amendments shall be submitted in writing to the entire voting membership, not less than 30 days prior to such meeting.
3. A majority vote of the voting members shall be required to adopt amendments to the by-laws.

Section 7. Committees

1. The President of the Board of Directors for AMI MDM shall have authority, to appoint and seek volunteers from the General Membership, to staff any committee that the Board of Directors may deem necessary to further the mission of AMI MDM. 
2. A committee quorum shall be the smaller of:
   1. A majority of the voting members on the committee;
   2. Three utility committee members.
3. Only voting members will have committee voting privileges.
4. Committees will elect three committee officers: chair, co-chair, and secretary. 
5. Committee chairs will be invited to attend Board of Director meetings unless the Board decides to hold a meeting for Board members only.
   1. Committee chairs will not enjoy any additional Board voting privileges by virtue of being the committee chair.
6. Committees will meet at the two general membership meetings per year, and possibly at other venues agreed to by the committee membership or arranged by the Board of Directors of AMI MDM.
7. Committees may decide how to best meet the needs of AMI MDM in their area of interest.
8. Committees may also hold conference call meetings. 
   1. The conference call notification must be sent to all committee members by email at least 3 days before the conference call commences. 
9. Any committee member who informs a committee officer by e-mail that he or she can not attend will be excused.
10. Committees may also hold email meetings which will be categorized as either a discussion or decision meeting, of which the open period will be defined in the initial notice of the meeting. 
11. Committees may also hold on-line discussion meetings utilizing a shared workspace.
12. Committee members that miss three consecutive meetings without a valid excuse may be automatically removed from the committee and replaced from within AMI MDM membership by the committee chair.
13. Committees may invite sponsor members or parties from outside of AMI MDM to make presentations at committee meetings.
14. Each member may participate in no more than two committees.
15. Committee voting will be conducted in one of the following methods at the discretion of the Committee Chair:
    1. On-line voting (recommended for key votes), following the same rules as general membership voting, except that only voting members of the committee sponsoring the vote may vote;
    2. Voting at the meeting if a quorum is present.

 

Article VI. AMI MDM Focus

Section 1. Establishing priority of AMI MDM efforts

1. At the beginning of each year, the new Board of Directors will discuss and vote on what committees will be formed and/or continued from the previous year to meet the needs of AMI MDM.
2. In  the inaugural year 2006, UtiliPoint International, Inc. will establish the following provisional committees:
   1. Meter data management functionality
   2. Interface to AMI system
   3. Interface to billing system
   4. Interface to outage management system
   5. Interface to demand response
3. The inaugural Board of Directors for 2006 may choose to disband any of the provisional committees, and to add new committees.
4. Each committee will focus on the assigned area of interest by the Board.

 

Section 2. Developing consensus for work outputs

1. Committees may submit best practices, data exchange definitions, or other work to the AMI MDM Board of Directors general voting membership for approval.
2. To be approved, a 2/3 vote of the general voting membership is required.
3. The Board of Directors will vote on when and how to submit the work product to a vote of the general voting membership.
4. If the work product is approved by the general voting membership, the Board of Directors will vote on whether the work product should be submitted to a standard’s organization (such as NAESB) and/or published by AMI MDM.

Section 3.  Property rights of work products

1. AMI MDM encourages members to discuss works in progress with their colleagues in the industry.
2. AMI MDM discourages members from referencing draft work products in any on-going regulatory proceeding or in any letter or email to a regulator or regulatory staff member with regard to any on-going regulatory proceeding.

Section 4.  Property rights of published design work

1. All AMI MDM members are encouraged to discuss the published work with their colleagues in the industry.
2. The published work will be copyrighted by AMI MDM.