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Memorandum of Understanding covering the establishment of the IIIF Consortium

16 June 2015

Whereas,

  • Interoperable technology for digital delivery of image-based resources is fundamental to research, scholarship and the transmission of cultural knowledge, and
  • Such a framework must support delivery of both openly accessible and/or access-controlled, licensed and otherwise terms-based delivery of resources, and
  • Considerable effort has been invested since 2010, under several auspices, to design and build essential elements of this technology, with manuscript materials as one initial target of attention, and
  • SharedCanvas, a data model based on linked data and the Open Annotation specification maintained by the W3C Open Annotation Community Group, was developed in 2012 to underpin interoperability for digital image delivery, and
  • An initial set of application programming interfaces (APIs) has been devised and implemented to provide seamless links between client and server environments, guided by well-defined “use cases” gathered from interested community stakeholders, and
  • Numerous natural communities of scholars, users, cultural heritage and research institutions, technologists and software providers have separate interests in individual types of image-based materials, ranging beyond manuscripts to art objects, maps, music and newspapers, texts and more, and
  • “International Image Interoperability Framework” (IIIF), coined by Stanford University in 2011, has emerged as the sum-to-date of these activities and work products, including related standards, advocacy, outreach and some software development, and
  • IIIF as a framework supports access control, licensing, attribution, and is agnostic about whether institutions provide constrained or openly accessible content, and
  • The IIIF rubric is now associated with a small, multi-institutional group of API editors that works by mutual consent and a larger group composed of individuals who have attended one or more of seven “working group” meetings, and
  • The IIIF “brand” is manifest as a website (iiif.io), two active Google Groups and well-attended outreach meetings held since 2012 in several venues, and
  • A near-term agenda for IIIF has been created in draft form by individuals closely involved with activities to date and vetted in discussions with the working group.

And whereas,

  • Participants in IIIF initiatives currently operate without benefit of any clear and stable organizational form, and without a charter, membership criteria, management capacity, organizational structure, or dedicated resource stream, and
  • No formal mechanism exists to align IIIF-related work and targets with the evolving priorities of participating institutions, and
  • Known technical tasks like IIIF API and specification maintenance, revision and extension, and the coordinated development of converters, validators and tutorials are currently handled and supported ad hoc, and
  • Known community-building tasks like systematic registry of IIIF-compliant applications and repositories, coordinated marketing and outreach, and training for potential adopters are currently handled in similar ad hoc fashion, and
  • IIIF-compliant applications so far address only a small set of image-based resource types and potential user interests, and
  • Neither the IIIF technology base nor content thereby made available has yet reached its respective point of critical minimum mass.

Now, therefore

The undersigned institutions hereby agree to establish and manage the International Image Interoperability Framework Consortium (IIIFC), with the organizational structure and management responsibilities outlined below.

  • Three groups will provide the crux of the formal organization of IIIF:
    • The Executive Group provides high-level direction for the activities of the Consortium, including strategic planning and budgeting, agreements with third parties, growing the membership, and determining by-laws for the operation of the consortium;
    • The Coordinating Committee orchestrates and conducts the week-to-week activities of the IIIF community, including establishing and coordinating working groups, gathering use cases and needs, coordinating specification activities, catalytic activity and support for software development, outreach and support for IIIF-compatible deployments, organization of meetings, and development of an overall roadmap; and
    • The Editorial Committee creates and maintains the IIIF technical specifications, and helps to identify and promulgate best practices and patterns of interoperability, based on use cases, community input and Web standards. As an organization that derives its strengths from the active participation of a distributed community, IIIFC values diversity, inclusiveness and transparency in its operation and activities.
  • The IIIFC will be deemed established on the date that three institutions have signed this MOU. Those three members will be deemed to be Core Founding Members of the IIIFC, and will act both individually and collectively to advance the IIIF program. Additional institutions may be added to the list of Core Founding Members if and as they also sign the MOU, except that:
    • The total number of Core Founding Members shall not exceed eleven, and
    • No institution shall be added to the list of Core Founding Members more than six months after the first three have signed.
  • As soon as possible after signing, each Core Founding Member shall designate an institutional representative to serve as a member of the IIIFC Executive Group, and shall inform other Core Founding Members of such designation. At its discretion, the institution may also designate an alternate representative; notwithstanding such designation, however, each institution shall have only one vote on any matter that shall be voted by the Executive Group.
  • The IIIFC Executive Group will hold its first meeting at the University of Oxford on 15 and 16 June 2015.
  • A quorum of 7 members of the Executive Group will be required to initiate a meeting. Decisions by the Executive Group will as much as possible be made by consensus, but any member of the Group may request a tallied vote, in which case a simple majority of the membership of record shall be sufficient to carry the motion.
  • During its first meeting, the IIIFC Executive Group will undertake the following actions:
    • (1) Validate an initial agenda for the IIIFC, a draft of which is attached hereto as Exhibit A, and verify that it is consistent with the current priorities of each undersigned institution.
    • (2) Establish the IIIF Coordinating Committee, whose members are anticipated to be the individuals already functioning de facto as coordinators of the IIIF working group, and the IIIF Editorial Committee, whose members are anticipated to be the individuals already functioning de facto as editors of the IIIF APIs. Names and institutional affiliations of the existing groups are listed in Exhibit B. Where necessary, the Executive Group can make additional or alternate appointments to establish the Coordinating Committee. The Executive Group will also establish a reporting schedule for the IIIF Coordinating Committee and IIIF Editorial Committee. Once established, the committees will nominate replacement or additional members, which shall be confirmed by the Executive Group.
    • (3) Invite other appropriate institutions to join the IIIFC, if fewer than eleven Core Founding Members are in place.
    • (4) Develop criteria for inviting, and invite, other institutions beyond the Core Founding Members to join the IIIFC, in such categories and with such terms and conditions as the Executive Group shall deem appropriate. If instititions. duly invited, join the IIIFC within the first 24 months after the IIIFC is established, and on substantially similar terms and conditions, they may be considered Additional Founding Members.
    • (5) Create or cause to be created an Initial Operating Plan, as described below, and agree to as many of its elements as possible.
  • As evidence of their conviction that IIIF represents essential capacity for delivery of image-based resources and of their commitment to devise a sustainable future for IIIF, each Core Founding Member will, before 30 November 2015, and annually thereafter for no less than six years, make a contribution of USD10,000, in support of the IIIFC to the designated Host Institution, as described below. Contributed funds will be disbursed by the Host Institution in accordance with a budget approved by the Executive Group, per the group’s decision-making process.
  • The amount of annual contributions asked of Core Founding Members will be subject to adjustment by action of the Executive Group. Contributions asked of other membership categories shall also be set and adjusted as necessary by the Executive Group. It is the intent of the Core Founding Members that contributions from all membership categories be generally sufficient in the aggregate to cover the reasonable ongoing operating expenses of IIIF.
  • The IIIFC will exist under the framework described herein for an Initial Organizational Period of six years. Said period will begin on the date that the IIIFC is established (i.e., the date the third institution signs this MOU.)
  • The Executive Group will be composed entirely of the designated representatives of the Core Founding Members until such time as the Executive Group has established additional membership categories. If such categories include Additional Founding Members as specified above, the Executive Group may expand its own size by a maximum of two, to a maximum of 13, with the additional seats filled by designees of the Additional Founding Members, pursuant to a nomination and election procedure that shall be devised by the Executive Group in consultation with the Additional Founding Members. This composition shall then stand until the end of the Initial Organizational Period at which point the Core Founding Members intend that it shall be replaced with a system of terms and peer choice that appropriately reflects the interests of all members in all categories as shall then exist, balanced against the IIIFC’s need to transact its business efficiently and expeditiously. At its discretion, the Executive Group may end the Initial Organizational Period prior to its 6 year term, to replace it with such new system, for the good of the consortium.
  • Institutions may choose to relinquish their seats on the Executive Group at any time by notifying other members of the Executive Group, with a 30 day advance notification period. A seat on the Executive Group may be removed from an institution for sufficient cause by a majority vote of other members of the Executive Group. If and when an institution relinquishes its seat on the Executive Group, there will be no expectation for paying the ongoing membership fee as an Executive Group member.
  • No later than its first meeting, the Executive Group will choose one of its members as its chairperson; said individual to administer the group’s function, to convene the group as necessary and to have signature authority with third parties (as limited by the last paragraph of this Memorandum), but to have no executive authority beyond that of decisions made by the group as a whole.
  • The Initial Operating Plan will consist of at least the following elements: (1) a timeline of IIIFC activities and milestones for the Initial Organizational Period tied to the initial agenda, a draft of which is attached hereto as Exhibit A, including appropriate and necessary meetings of the Executive Group, the Coordinating Committee, and the Editorial Committee, plus dissemination and other events, collaboration with members and third parties to ensure the development of IIIF-compliant software, extension of IIIF to include other materials types and their user communities, etc.; (2) a staffing plan sufficient to ensure the good operation of the Consortium’s activities that relies on a combination of volunteers and compensated persons employed or engaged by the Host Institution; (3) a budget based on membership contributions and grants that may be received from third parties; (4) agreement with a Host Institution, to play the role and functions described in Exhibit C, for a period of not less than three years subject to terms and conditions that shall be separately proposed before the first meeting of the Executive Group, and (5) criteria and operating procedures for such Interest Groups and Working Groups as may be deemed appropriate to advance the Consortium’s agenda during the Initial Organizational Period.
  • At least one Interest Group will be formed to address the interests of scholars who work with the manuscript materials that have been an initial target of attention under the IIIF rubric since 2010. This group will be populated by experts who have participated in activities conducted under the IIIF name, or have been otherwise associated with interoperable manuscript-based research, at or as soon as possible after the first meeting of the Executive Group. This group will serve subsequently as a model for groups that may be organized for other types of image-based materials and their curatorial and used communities.
  • No later than fifteen months after establishment of the IIIFC, the Executive Group will direct the Coordinating Committee to convene a general meeting of all members as shall then exist, and of institutions and projects which have by that time participated in IIIF activities, or in meetings previously held under the IIIF banner, and of any other institutions whose further participation in IIIF is deemed potentially beneficial, and to encourage such discussions and modifications of the agenda and Initial Operating Plan as will maximize community participation going forward.
  • The intellectual property produced by the IIIFC will be made publicly available via an OSI-recognized open source license (for software), or an appropriate Creative Commons license, such as CC-BY or CC0 (for documentation and other works). The specific license(s) for these products will be determined by the Executive Group. For Intellectual Property produced by IIIF Core Founding Members prior to the formal organization of the IIIFC, it is agreed as a general principle that the Core Founding Members will wherever possible release these materials under similar open licenses.
  • The undersigned institutions intend this Memorandum as a good faith agreement among the parties that is generally binding with respect to mission, principles and essential arrangements, but also intend that it be supplemented or replaced in time with a formal charter, by-laws and/or such other documents as may be required by applicable law. Further, the IIIFC Executive Group retains the right to establish or update the Consortium’s by-laws, structure, agenda, operating plan, and operation as necessary in the interests of the Consortium.
  • The undersigned institutions agree that nothing in or contemplated in this Memorandum creates an employee-employer or agency relationship of any kind, nor any joint venture, partnership or other legal entity. No party to this Memorandum has authority to create any obligations, express or implied, on behalf of any other party.

Agreed on 16 June 2015 by:

  • Oxford University
  • Stanford University
  • Die Bayerische Staatsbibliothek
  • Cornell University
  • The National Library of Norway
  • Artstor
  • La Bibliothèque nationale de France
  • The British Library
  • Princeton University
  • The Wellcome Trust
  • Yale University

Exhibits