Digital Enterprise Foundation Bylaws DRAFT


Overview

The Digital Enterprise Foundation promotes the evolution of the manufacturing community towards the formation of the digital enterprise. The Digital Enterprise Foundation is an organization transforming the industry to leverage digital information in its various forms and decision-making processes. In this environment, the digital product and process definition serves as a dynamic artifact that is used by various authors and consumers of information to enable the transformation of product development, design, delivery, and maintenance. for their respective tasks. The digital enterprise embraces feedback from the various lifecycle stages of the product to improve the product and process representation for the creation of subsequent products and product iterations. Fundamental to the digital enterprise is the concept of the digital twin – a high-fidelity, digital counterpart to the physical products and process that acts as a predictive input and dynamic validation mechanism for a company’s products. People working within the enterprise have an enlightened view of digital product information, and how it can be leveraged in their daily work. Organizational and cultural change are fundamental to this evolution, and the Foundation will contribute by offering a forum for the exchange of ideas surrounding the tools, processes, and practices used across the product lifecycle. These transforming technologies affect the manner in which people organize and work; therefore, the Foundation will:

  • Provide a voice in the development of the next-generation manufacturing workforce by engaging and supporting educational development and experiences around the integration of business process and practice within the digital enterprise paradigm, and
  • Offer an unbiased environment in which to exchange ideas around digital manufacturing tools, process and practice, and their integration into the enterprise.

 

Vision:

The Digital Enterprise Foundation is dedicated to the technological and cultural development and transformation of the next-generation manufacturing workforce and the respective manufacturing enterprises.

Mission:

Our mission is to provide contemporary, high-quality education and engagement opportunities among students, educators, practitioners, leaders, elected officials, and policymakers to catalyze and enable organizational transformation.

Foundation Activities

The Foundation will execute its mission by engaging the educational community to directly expose digital enterprise tools and methods to students and faculty, as well as promote their implementation and use, within the engineering and technology disciplines. The engagement of the academic community will be accomplished through:

  1. Advocacy of digital enterprise tools and methods. While advanced design and manufacturing tools and methods have been used within the academic community for nearly three decades, most programs have not progressed much beyond the use of specific tools in specific discipline areas. The idea of a connected enterprise is a foreign concept to many in the academic community. The Foundation will promote advocacy within the educational community by creating educational opportunities, potentially in collaboration with complementary organizations, to provide a forum for the exchange of ideas and techniques in the methods and practice of product lifecycle technologies.
  2. Seed funding for digital enterprise educational transformation. The Foundation will fund activities aimed at transforming educational content and programs in their adoption of digital enterprise tools and techniques, as well as in the revision and development of instructional materials to support their respective educational programs. These funds will be awarded through a competitive application and review process, with a review conducted by a committee comprised of members of the industry and academic community knowledgeable in the digital enterprise space. Funds can be used to support curriculum development, curriculum modification, student or faculty participation in digital enterprise industry events, or other areas approved by the Foundation’s Board of Directors. See the policy and procedures document for details on the funding and award processes. (This will be created at a later date.)
  3. Student and Faculty Travel Awards. Monetary support provided to students and faculty for attendance and participation at appropriate industry events. This will involve an application and review process. Expected award amounts will be $2500 per student or faculty member.
  4. Career Enhancement Network. The Foundation will maintain an online site for professional networking, job search, and job posting. In addition, the Foundation will periodically offer to the community online presentations or discussions on digital enterprise or professional development topics. These engagement opportunities will include interaction between students, faculty, and industry professionals to promote a sense of community; industry and faculty collaboration around curriculum development and assessment; formal mentoring between industry professionals and students so as to generate awareness and interest in pursuing degrees and careers within the digital enterprise domain; and the facilitation of talent development and acquisition through professional networking opportunities.

 

Funding and Sustainment Model

To support these activities and sustain the organization, the Foundation will utilize and leverage its funds from the transition of PLM World and from the solicitation of new funds from industry partners. While all forms of philanthropic funding will be considered and pursued, the Foundation will focus primarily on the following options:

  1. Corporate endowment. The Foundation will solicit annual donations from organizations within the digital enterprise and manufacturing community. The expected request amount from each company will be done according to a tiered scale with options between $75,000 - $250,000, with proportional accompanying visibility given to the company’s products.
  1. Funding per software seat per year. The Foundation will negotiate arrangements specifically with software companies for revenue per seat per year on new sales and software maintenance. Expected amounts will be between $0.10 and $1.00 per seat per year up to $100,000 per year per company.
  2. Check off dollars. End-user companies of the Foundation’s digital enterprise hardware and software benefactors will be solicited to match the benefactor’s contribution by being able to “check off” an amount to contribute during the transaction. Expected amounts will be between 10-20% of the overall transaction amount.
  3. Student and Faculty Travel Awards. Members of the digital enterprise and manufacturing communities will be asked to provide monetary support to the Foundation to award to students and faculty for attendance at appropriate industry events. Expected request amounts will be between $5000 and $10,000.
  4. Career Enhancement Network. The Foundation will maintain an online site for professional networking, job search, and job posting. Expected charges for online presentations or discussions will be between Free and $100 per person. Expected fees for job postings will range between $100 and $3000; however, job search will be free to members of the community who provide bona fide contact information to the community.

Board of Trustees

  1. General authority. The general authority of the Foundation’s Board of Trustees is to define, adopt, and oversee the execution of the Foundation’s organizational and financial strategies. The Board will act in the best interest of the Foundation, its benefactors, staff, and recipients of its awards.
  2. Board membership. Board of Trustees membership is open to anyone over 21 years of age who is a bona fide member of the industrial or educational community affiliated with digital enterprise tools, methods or operations.
  3. Term of Office. The term of office for all Trustees will be two (2) years, except for the Vice President. The Vice President will serve a three (3) year term – Vice President, President, and Past President. An appropriate stagger and cadence for elections will be developed so that the entire Board does not turn over in one election.
  4. Vacancies. Vacancies to the Board of Trustees position will be filled by appointment or ascension as needed depending on the position. The Board members will identify appropriate candidates, review and interview the prospective candidates, and conduct a vote to determine a nominee. The nominee will be informed of their selection, and upon acceptance of the position, will be installed as the replacement Trustee. The new Trustee will complete the term of the previous Trustee in that position and will be eligible for election during the next immediate election cycle.
  5. Resignation and Removal. Resignations: In the event of a Trustee’s resignation, the remaining Board of Trustee members will work to fill the vacancy of the position through appointment. Resignation requests must be sent in writing to the Board of Trustee. 

Removal: A Trustee can be removed for conduct detrimental to the Foundation or for professional or financial conflict of interest. In the event that a removal is needed, the Board of Trustees will conduct an inquiry into the situation. Once information has been gathered, a meeting will be called to review the case. The Trustee being reviewed for removal will have an opportunity to comment to the committee on the charges against them and will be afforded due process. Once all information has been gathered, and the Trustee in question has been heard, the remaining Board members will meet again for final discussion and a vote. If the outcome of the vote is to remove the Trustee in question, the removal is effective immediately, and the remaining Trustee will fill the vacancy according to the process outlined in the policies and procedures document. (Document to be created.)

Officers of the Board

    1. Duties of the Trustees. The Trustees will execute their respective positions in the best interest of the Foundation. They are expected to attend all meetings, both virtually and in person as needed.
    2. The Foundation’s Board of Trustees will be comprised of the following positions:
          1. President
          2. Vice President
          3. Immediate Past President/Secretary
          4. Eight additional trustees serving in the following areas:
            1. Finance: financial stewardship and strategy
            2. Industry Engagement
            3. Community/Technical College Engagement
            4. K-12 Engagement
            5. Industry or Education Trustee
            6. Industry or Education Trustee
            7. Student Trustee
            8. Foundation Executive Director – non-voting

      Staff – Ex officio

      1. Executive Director: execute Foundation strategy; oversee Foundation operations; interface with benefactors as needed; market/promote the Foundation
      2. Foundation Operations Manager: conduct all business and financial operations of Foundation

      Committees: The Chair, subject to the approval of the Board of trustees, shall approve committees and/or task forces as may be needed to further the goals of the Foundation.

       

      The Standing Committees of this Foundation shall be:

      1. Executive Committee consists of the President, President-Elect, Immediate Past President., and the Chief staff officer (ex-officio). In interim periods between board meetings, the Executive Committee is empowered to issue directives and establish procedures not otherwise specifically covered by the bylaws or by official Foundation policy. Any such action shall be reported to the full Board within ten (10) business days. The President and one other voting member shall constitute a quorum for the transaction of business. Meetings may be called by the President or by two members of the committee.
      2. Finance and Budget Committee: Consists of the Finance Trustee, President, Executive Director and Foundation Operations Manager. Chaired by the Finance Trustee, the Finance committee is responsible for the organization of the finances, annual budget, annual audit, ensuring the payment of any taxes and other financial or legal requirements of the organization.
      3. Nominating Committee: Consists of the Immediate Past-President, the Industry/Education Trustees, and no less than three past presidents. Chaired by the Immediate Past-President, this committee will propose to the Board of Trustees for review and approval each October a slate of trustees to replace any outgoing positions.

       

      Meetings

        1. Annual Meeting: The annual meeting of the Board of Trustees of the Foundation shall take place in conjunction with a designated industry event. The Foundation Board of Directors shall choose the industry event on an annual basis.
        2. Notice of Annual Meeting: Written or printed notice, stating the time, date and place of the annual meeting shall be sent to all trustees at least thirty (30) days prior to the date of the annual meeting.
        3. Special Meetings: Special meetings of the board may be called at the direction of the President or by the majority of the voting trustees then in office. Notice of any special meeting of the board shall be given at least three days prior thereto by written notice delivered electronically or by mail.
        4. The quorum for all meetings: A majority (1/2 the total voting and in good standing trustees plus 1) shall constitute a quorum for the transaction of business at a meeting.

        Rules and Regulations – The Foundation Board of Trustees shall adopt such rules and regulations as may be necessary for the proper conduct of its work. Roberts’s Rules of Oder shall govern all meetings of the Foundation unless suspended by a majority vote of those present at any meeting.

        Limitations on Activities – Dissolution

        The Foundation shall use its funds only to accomplish the objectives and purposes specified in the Bylaws, and no part of the net earnings of the Foundation shall inure to the benefit of or be distributable to its Directors, officers, other private individuals, or organizations organized and operating for profit, except that the Foundation is authorized and empowered to pay reasonable compensation for services rendered. On the dissolution of the Foundation, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, or philanthropic organizations to be selected by the Board of Trustees.

         

        Fiscal Year: The fiscal year will be determined by the Digital Enterprise Foundation Trustees

         

        Indemnification: The Foundation shall indemnify any and all of its present and former trustees, officers, employees, agents, committee members, or any person who may have served at its request or by-election as a trustee or officer of another corporation to the fullest extent permitted by applicable law.

        Audit and Auditors: Auditors shall be appointed annually by the Board of Trustees. The books and records of the Foundation shall be audited annually within ninety (90) days after the end of the fiscal year. The findings of such audit shall be reported to the board within the following ninety (90) days.

         

        Rules:

        1. The board of Trustees may establish rules that are consistent with these Bylaws for the policies, procedures, and programs of the Foundation.
        2. The Rules of parliamentary procedure as set down in Robert’s Rules of Order – Revised shall govern all meetings of this Foundation

        Amendments: Upon proposal by a member of the Board of Trustees, these bylaws may be amended, repealed, or altered in whole or in part, by approval of a 2/3 vote of the Board of Trustees. Amendments so made shall be effective immediately upon passage.