1. NANOOS Workshop David L. Martin May 7, 2004 Governance Discussion

2. Questions to be Addressed All Groups specified that there was to be a Governing Board of some type in their preferred structure. –How are the Board Members to be selected? Deciding on Structure and timing will help answer this question. All Groups seemed to converge on a particular desired Governance end-state (501 c(3)) though the timing/sequencing of this was less clearly expressed. –Do we draft an MOU or MOA for signing soon, or do we seek open-membership non-profit corp. and be content with status quo till then? All Groups provided input on the structure and number of Working Groups that will support the Board and NANOOS though there was not complete convergence on their focus. –Should the Working Groups be aligned FUNCTIONALLY (Science, Data, Obs, Users, Products, DMAC, etc., etc.) or should they be aligned THEMATICALLY (National Security, Marine Operations, other IOOS Pillars)?

3. Consensus Points There was general consensus that NANOOS should evolve towards a open- membership, non-profit entity at some point in the future –There was less consensus (expressed) on the timing of this evolution Accomplishing this in some small number of years, in keeping with the “schedule” for RA accreditation and NFRA formation was discussed in Plenary –We should seek legal counsel on issues dealing with 501c3 Now, for information – this is not our area of expertise Later, for execution We should draft an initial Governance enabling document MOA and/or Bylaws – to be determined at this Workshop Post on Web for Public Comment Provide “vetted” Document at next NANOOS Workshop

4. “Distilled” (by ISC) Response to Questions determined from Group Reports Do we draft an MOU or MOA for signing soon, or do we seek open- membership non-profit corp. and be content with status quo until then? –We should draft an MOA for signing by initial institutions (exact makeup TBD) soon. The enabling document should expressly articulate that this initial Governance structure will evolve towards an open-membership, non-profit corporate entity in a directed manner. How are the Governing Board Members to be selected? –Initial Board Members will be assigned from the signatory institutions on the initial enabling MOA. The MOA will detail this assignment as well as the specific intent to move towards an elected Board (to come either from the Membership or Chairs of Working Groups – no Group consensus here) as NANOOS matures. The initial Governing Board will select from among its members, an Executive Committee. Should the Working Groups be aligned FUNCTIONALLY or should they be aligned THEMATICALLY? –Working Groups should be aligned FUNCTIONALLY to maximize efficiency (data/products can serve multiple Themes) & to simplify structure.