An Agreement to Establish a Consortium for the Maintenance of the Text Encoding Initiative

• build a larger, stronger, and more open community, and this community must, by definition, be international and interdisciplinary;
• continue and expand its participation and representation in the broader encoding world;
• remain freely and publicly available to all users.

1. TEI to Date:
1. Historical structure of TEI:

Advisory Board: Members of the TEI Advisory Board, through 1998, are listed below, grouped under the name of the organization represented.

American Anthropological Association: Chad McDaniel (University of Maryland).
American Historical Association: Elizabeth A. R. Brown (Brooklyn College, CUNY).
American Philological Association: Jocelyn Penny Small (Rutgers University).
American Philosophical Association: Allen Renear (Brown University).
American Society for Information Science: Clifford A. Lynch (University of California).
Association for Computing Machinery, Special Interest Group for Information Retrieval: 1989-93: Scott Deerwester (University of Chicago); 1993- : Martha Evens (Illinois Institute of Technology).
Association for Documentary Editing: David Chesnutt (University of South Carolina).
Association for History and Computing: 1989-91: Manfred Thaller, Max-Planck-Institut für Geschichte, Göttingen; 1991- : Daniel Greenstein (Glasgow University).
Association Internationale Bible et Informatique 1989-93: Wilhelm Ott (University of Tübingen); 1993- : Winfried Bader (University of Tübingen).
Canadian Linguistic Association: Anne-Maria di Sciullo (Université du Québec à Montréal).
Dictionary Society of North America: Barbara Ann Kipfer (independent consultant).
AAP Electronic Publishing Special Interest Group: 1989-92: Betsy Kiser (OCLC); 1992- : Deborah Bendig and Andrea Keyhani (OCLC).
International Federation of Library Associations and Institutions: J. D. Byrum Jr. (The Library of Congress).
Linguistic Society of America: Stephen Anderson (The Johns Hopkins University).
Modern Language Association: Randall Jones (Brigham Young University) and Ian Lancashire (University of Toronto).

An essential purpose of the Board was to provide formal linkages to various bodies representing a subset of computing humanists. However, it never met with great regularity, and at this point it has not met for a long time. In the future, its role will be played by the TEI Council described below.

Executive Committee: The Executive Committee consisted of the Steering Committee plus the two TEI editors (Michael Sperberg-McQueen and Lou Burnard). This committee will be replaced by a differently constituted executive body called the TEI Directorate, with the functions described below.

Steering Committee: The Steering Committee includes two representatives each from the sponsoring organizations (ACH, ALLC, ACL). Current representatives are:

David T. Barnard, chair (ACH)
Jan Hajic (ACL)
Susan Hockey (ALLC)
Nancy M. Ide (ACH)
Judith Klavans (ACL)
Antonio Zampolli (ALLC)

This group will continue to exist (as described below) for the transition year, and will cease to exist at the end of that year, being replaced with an elected body called the TEI Council, described below.

Technical Review Committee: Members of the Technical Review Committee have included the chairs of active working groups, the Executive Committee, and nine other members with three year terms, overlapping. TEI documents describe it as follows: "The TEI Technical Review Committee (TRC), established in June, 1996, will be responsible for the technical maintenance and extension of the TEI Guidelines. The Technical Review Committee will consider agreements for revision or extension of the TEI Guidelines, decide on new work items, recommend the formation of new TEI work groups as needed, coordinate the activities of TEI work groups, and approve drafts for revision or extension of the Guidelines." This committee will continue to exist in the future, appointed by, and perhaps out of, the TEI Council. The functions of the Technical Review Committee will be set by the TEI Council, once that body is elected.

Technical Working Groups: These are the groups that have worked on aspects of the TEI at any given moment. Typically their travel expenses have been covered, but they have worked on a volunteer basis (their home institutions pay their salaries). The TEI Council, once elected, will consider whether such Working Groups should continue to exist, with membership and charge designated by the TEI Council in consultation with the Technical Review Committee, or whether another mechanism, such as the TEI Developer sites discussed below, might be a more efficient means by which to accomplish the purpose for which TEI working groups have existed in the past.

2. Budget:

TEI has had budgets of $100K-250K annually, and in 1998 operated on about $100K. We consider $100K the minimum to sustain operations, and propose to secure that funding through a combination of Host and Member contributions, by the end of a one-year transition period, as described below.

2. The Future of the TEI:
The TEI's greatest significance is that it is, in the broadest sense, a community-based standard for scholarly communication--not only for sharing texts between scholars, but also for sharing among repositories, who need standards for encoding electronic texts if they are to have any chance of making those texts available now and into the future. The key constituencies for the TEI, then, are the various scholarly communities involved in text encoding (linguists, historians, textual theorists, literary historians, etc.), and libraries--library electronic text centers (perhaps the biggest producers of texts outside the corpora builders in the linguistic community), and libraries more generally as they develop into repositories of electronic texts. In addition to these two, we might add that a small but growing number of publishers (Chadwyck-Healey, Cambridge University Press, Oxford University Press, Routledge, University of Michigan Press, Scholars Press) and software manufacturers (Softquad, WordPerfect) are invested in TEI and might be motivated to contribute to its maintenance and development. But because libraries make extensive use of standards and have a deep appreciation of their importance, libraries are the most likely to have, already, an understanding of the value of the TEI and, therefore, to be motivated to contribute to its maintenance.

In our opinion, although individual scholars (and some scholarly organizations, including the TEI's original sponsors) obviously do already understand the importance of the TEI and could produce significant intellectual contributions to the TEI, financial contributions to the maintenance and development of the TEI are not likely to come from academic departments, university administrations, or scholarly societies in the short term, because these entities currently have little or no experience in the area of data standards and the encoding of electronic texts. Hence, of the two--scholarly communities and libraries (or library organizations)--we suggest that libraries and library organizations are the more likely source for the short-term financial support (in the form of consortium membership) that will keep the TEI afloat and allow it to broaden its base of support.

3. Goals:
This agreement seeks to accomplish three goals:
1. To fund the continuation of TEI activities, with priority given to providing release time for its editor or editors.
2. To create a political support structure for TEI with broad representation of TEI user-communities.
3. To establish a permanent home for the TEI in the form of a private non-profit organization with significant endowment.
4. Principles:
The following principles are regarded, by the authors of this agreement, as non-negotiable principles in the formation of this new consortium:
1. TEI guidelines, other documentation, and DTD should be free to users;
2. Participation in TEI governance should be open (even to non-members) at all levels;
3. The TEI should strive to be internationally and interdisciplinarily representative;
4. No role with respect to TEI should be without term.
5. Roles:
To those ends, a Consortium for the maintenance and development of the TEI is to be established. The term 'consortium' is used in this document to describe the formally established entity that will assume ownership of the TEI Guidelines (the assumption of ownership to occur in the staged manner described below) and provide an administrative framework for the accomplishment of the goals in Section 3 above. As the term 'consortium' has differing legal implications in the countries in which the proposed entity will operate, the legal basis of the entity--i.e. its 'organizational charter'--will be determined by the Transition Team (as described below).

The Consortium will include the following roles:

1. The TEI Directorate:

The TEI Directorate will administer the intellectual property in TEI (after a transition period described below) on behalf of the Consortium, will administer the funds collected from TEI Hosts and Members, will select new Hosts, and will provide the TEI seal of approval for TEI Developer sites and for services offered by TEI Hosts or Members. All other prerogatives with respect to the management of TEI and its editorial direction will be delegated by the TEI Directorate to the TEI Council. The TEI Directorate will be a six-member body elected by (but not necessarily out of) the TEI membership. One member will be a TEI editor and one will be a TEI Host (who will serve as the chief executive officer of the Directorate). For the second and third year of the consortium�s existence (that is, the first two years in which the Consortium operates under the formal governance structures called, in this agreement, the TEI Council and the TEI Directorate), three of the four elected members will be representatives from the three organizations who were original sponsors of the TEI (ACH, ALLC, ACL). The Transition Team should take up, as one of its first pieces of business, the question of whether these representatives should be simply nominated by the original sponsoring organizations (and elected by Members) or, instead, appointed directly by the sponsoring organizations.

2. The TEI Council:

The TEI Council will consist of twelve members, eight of whom will be elected to two-year terms by Consortium Members and Hosts, with nominations (and nominees) open to the general public. The remaining four members will be representatives of the TEI Hosts. The work of the TEI Council will be to collect, propose, evaluate, and implement editorial changes to the TEI DTD (and its offspring), to produce up-to-date documentation for the TEI, and to evaluate agreements for official TEI training and services and make recommendations to the TEI Directorate concerning endorsement of such training and services. The TEI Council may delegate any of those functions to appointed working groups or committees, at its discretion. The TEI Council will also have the power to create working groups with a fixed term and a specific charter, and to appoint or to delegate the appointment of the membership of those working groups. The process of assembling this new TEI Council will begin with a survey of existing groups that are representative of some subset of the TEI community: TEI Hosts will contact those groups to poll their interest in participating. The TEI Hosts will then ask each of these bodies to nominate a representative for election to the TEI Council or Directorate. Nominees will then be elected by Consortium Members (however many of those there are at that point). The first election will be held at the end of year one of the Consortium (the transition year). The goal of this process will be to populate the TEI Council with individuals who have official ties to authoritative bodies and who are perceived by their peers as qualified to represent their interests.

3. The TEI Editor(s):

The TEI Editor (or Editors) will be appointed by the TEI Council, presumably (though not necessarily) from among its members.

4. TEI Hosts:
Each of the four TEI Hosts will provide an annual amount of $5K in cash (paid as a membership fee to the TEI Directorate) and at least an additional $5K annually in services (printing, meeting services, secretarial or student services, software and hardware, etc.) in support of the TEI. Cash collected from membership fees will be used to pay for the maintenance and development of the TEI DTD and documentation, the promotion of TEI membership, the development and improvement of member services, editorial release time and, as available, the travel costs associated with meetings of the TEI Council, Directorate, and working groups. Hosts will organize and convene these annual or semi-annual meetings of the TEI Council, on a rotating basis, and Hosts will automatically have a seat on that TEI Council. When a Host elects not to continue in that capacity, the selection of a new Host will be performed by the TEI Directorate, through a public RFP process. The primary short-term goals of the TEI Hosts will be to:
1. Recruit suitable academic institutions for consortium membership. Any truly community-based standard will ultimately live or die on political and social rather than technical or financial grounds: our agreement therefore emphasizes representations at all levels, nationally and internationally, and an open political process that is not, and cannot be, controlled by any one institution or group. Our immediate goal will be to recruit a total of four Hosts and ten Members within the first year, another ten Members the second year. As the consortium develops, we should consider offering different levels of membership, and specify the benefits at each level. In general, though, we believe that those interested in membership will include library organizations, scholarly societies, corporate sponsors (publishers and some software designers especially), universities, and individuals. We are especially interested, at the outset, in recruiting participation from library groups and scholarly societies, since we see these communities as the natural base for TEI over the long run.
2. Work toward raising an endowment that will ultimately permit the TEI to provide for its own maintenance, as a private non-profit organization. Potential institutional sources for such an endowment will include the NEH (through its challenge grant program), The Mellon Foundation, JISC, IMLS, The Pew Trusts, and others. If TEI accrued an endowment sufficient to cover its operating costs, then at that point the TEI Directorate might transfer its intellectual property to a newly constituted private non-profit organization, and that organization will take over the functions of the TEI Directorate. The benefit of this arrangement will be to incorporate TEI as a free-standing and self-supporting entity with the legal right to manage its own finances and accumulate membership fees for new and expanded services, documentation, and development.

In addition, TEI Hosts will:

3. Develop TEI-related funding applications, applications, to international agencies (e.g. the European Union programmes) and to national funding bodies, initially in North America and Europe, but in due course in other continents.
4. Create a publication outlet for revisions of the TEI.
5. Create support for the practical application of the 'Guidelines' by providing a source for (or pointers to) appropriate software and texts. In the immediate future, this might involve the creation of a TEI tutorial CD, which will assemble freely available SGML (XML) tools and examples of TEI-encoded material.
6. Collect and maintain information about TEI-compliant projects and tools.
7. Consider and propose ways to disseminate the TEI and TEI-related information more broadly and more aggressively.
8. Propagate the use and discussion of the TEI as broadly as possible, across cultures, disciplinary divisions, and language groups.
9. Encourage (and possibly provide) courses in TEI-related text-encoding and consulting for those interested in establishing TEI-based projects or centers.
5. Developer Sites:

This agreement envisions a role for sites which will not play the management role of TEI hosts, and which will be dues-paying TEI members, but which might be more actively involved in the development of TEI than the rank and file TEI members. These sites will be officially designated as TEI Developer Sites by the TEI Directorate. TEI Developer Sites will adhere to the principles and goals of the TEI consortium, and will contribute intellectual property to the TEI in the form of software, extensions to or adaptations of the DTD, documentation, or other TEI-related materials. TEI Developer Sites will be automatically granted the right to provide official TEI training and services, as well.

6. Consortium Members:
Consortium Members will pay an annual fee of $5K in support of TEI, and each Member will have one electoral vote in the annual election of TEI Council members (who will have staggered two-year terms of office). Consortium Members will have the right, also, to propose officially sanctioned TEI training and services, with such agreements screened by the TEI Council and approved, ultimately, by the TEI Directorate. In order to achieve a funding level of $100K for the TEI, twelve Members will be required. Finally, the TEI membership will elect the members of the TEI Directorate to staggered two-year terms, with the understanding that one of the four Hosts should have a seat on the TEI Directorate (to represent all four Hosts), an Editor should have a seat on the TEI Directorate (to represent editorial concerns with respect to the TEI), and the other four members should reflect the various scholarly, library, and commercial groups represented among TEI members.

1. Governance:
1. The TEI Steering Committee:

The TEI Steering Committee will continue to exist for the first (transition) year in this new arrangement. During that time, it will delegate all of its functions to the Transition Team (see below). At the end of that time, if it is satisfied with the progress made by the Transition Team, it will recommend to the three sponsoring organizations that its functions are transferred permanently to the TEI Council and Directorate. Acting on this recommendation, the three sponsoring organizations will formally effect this transfer and will dissolve the TEI Steering Committee.

2. The Transition Team:

The Transition Team will consist of designated representatives of the three sponsoring organizations, the two current TEI editors, and the two, and eventually four, hosts. This group will be responsible for all interim planning and organizational functions, including the revision of the TEI documentation, the adaptation of TEI as an XML-compliant DTD, the revision and expansion of the TEI web site, the registration of a TEI internet domain, the development of TEI member services, and the administration of the first elections of the TEI Council and Directorate. In addition, the Transition Team will draft a membership agreement, a host agreement, a developer agreement, a council agreement, and an organizational charter. With whatever time remains, the Transition Team will also consider other arrangements necessary for the operation of the Consortium and either set those arrangements in place or note them for the elected representatives to follow. During the first year, the Transition Team will also contact existing working groups, collect information on their current work in progress, and inform them that the question of re-appointing these working groups will be taken up by the Council, once it is elected. The Council and Directorate, once elected, should also take up the question of different levels of membership for those more or less able to pay.  [Note: The transition team consists of David Chesnutt (for the ACH), Jan Hajic (for the ACL), Antonio Zampolli (for the ALLC), Manfred Thaller and Espen Ore (for Bergen), Daniel Pitti, David Seaman, and John Unsworth (for Virginia), and Michael Sperberg-McQueen and Lou Burnard (as TEI Editors).]

2. Transfer of Intellectual Property:

Since the TEI was created with intellectual (and financial) contributions from a number of individuals and institutions, and since title to the intellectual property rights that comprise the TEI is currently unclear, it may be necessary to clear title by requesting release from any institutions who have provided release time or direct funding (other than for travel) for the development of the TEI. If legal counsel at Virginia and Bergen do not advise against it, the Transition Team will draft a letter requesting release of intellectual property rights in the TEI, to be reviewed by legal counsel in the US and Europe, and to be sent to all those who have had a significant interest in the creation of the TEI. This letter will request the acknowledgement of the copyright claimed by the ACL, ALLC, and ACH, in the original publication of the TEI guidelines. At the end of the first year, these three sponsoring organizations will designate the TEI consortium as the trustee of the intellectual property in the TEI. After a period of not more than three years, these three organizations will transfer that intellectual property to the TEI consortium, provided that the consortium still exists and is stable and financially viable, that it is constituted in a form that can accept the ownership of intellectual property, and that it adheres to the following basic principles:

1. commitment to the intellectual goals of the TEI
2. commitment to open access
3. commitment to international representation

In the event that these conditions are not satisfied, and that the TEI consortium either no longer exists, or has no successor that satisfies these conditions and adheres to these principles, the intellectual property in the TEI will revert to the original sponsoring organizations. In the event that the TEI consortium still exists, but (in the view of the three sponsoring organizations) does not satisfy these conditions and adhere to these principles, the question of intellectual property will be revisited by the sponsoring organizations and the consortium, and they will arrive at a mutually agreeable solution.

3. Indemnification:

The Consortium does not take responsibility for the actions of previous sponsors or hosts of the Text Encoding Initiative; further, in the process of considering the transfer of intellectual property in the TEI, the Consortium hosts and the transition team will consider the question of liability for prior breach of copyright and will seek to ensure that the consortium is indemnified against or otherwise protected from any breaches that may have occurred prior to its formal establishment.

4. Future management of IPR:

Users should be able to use and contribute to the guidelines without impediment other than technical review, without ambiguity, and with clear copyright understanding. To that end, the consortium proposes to develop standard copyright agreements for those who work on the TEI, and in those agreements it will endeavor to adhere to the general principle that the TEI requests a non-exclusive publication right to any contribution. Finally, regardless of the eventual legal constitution of the TEI Consortium, it is understood by those signing this agreement that that profits from any commercial licensing of the TEI should be used solely for the maintenance and development of the TEI.

1. March 15: This document signed by all parties
2. June 30^: legal status of the consortium established, membership agreement drafted, and accounts established
3. "Coming out" activities beginning in the second six months
4. Funds begin to be collected in the second six months
5. Election of Council and Directorate at the end of year one
6. Intellectual property trusteeship established at the end of year one
7. Three-year period of membership for ACH/ALLC/ACL on the directorate
8. Transfer of Intellectual Property at the end of year three.

Signed (March, 1999):

               John Unsworth

               Manfred Thaller

               Harold Short

               Allen Renear

               Phil Cohen