5.1 Working Group Formation

Working Groups are formed by resolution of the XSB. The XSB may consider the creation of a Working Group at any time, but it is obliged to give due and prompt consideration to a request made by a collection of XII Members meeting certain requirements (see Section 5.1.3). In order to support the co-ordination of such a request from XII Members, an Interest Group may be formed.

5.2 Working Group Membership and Participation

A Working Group Member is an Eligible Participant who has been granted Observer, Non-voting Member or Voting Member status in a Working Group.

Working Group Member status is granted on an individual basis, not on a per organisation basis and may not be transferred from person to person. Only Working Group Members are entitled to attend Working Group Meetings.

Working Group Members have one of three statuses:

• An Observer may attend Working Group Meetings, but may not speak except by invitation of the Chair, and may subscribe to the Mailing List but may not post.
• A Non-voting Member may attend and participate in Working Group Meetings, and may subscribe and post to the Mailing List, but does not have voting rights.
• A Voting Member may attend and participate in Working Group Meetings, may subscribe and post to the Mailing List, and has voting rights within the Working Group.

An Eligible Participant may become a Working Group Member by making a request in writing to the XII Group Administrator. The request must include the name of the group, and the requested membership status.

If requesting Voting Member or Non-voting Member status, the individual must confirm to the XII Group Administrator that they individually agree, and that their employing organisation agrees, to abide by the XII IP Policy with respect to their participation and contributions. Upon receiving such confirmation in writing the XII Group Administrator will approve the request to participate.

There are no attendance or participation requirements in order to maintain Observer or Non-voting Member status beyond remaining an Eligible Participant.

A Voting Member must remain active in a Working Group to maintain voting rights. A Voting Member who is absent from three consecutive Working Group Meetings or six consecutive weeks, whichever is the longer period of time, loses his or her voting rights immediately and without requirement of notice. Voting Members who lose their voting rights remain Non-voting Members of the Working Group.

A Working Group Member who has lost his or her voting rights, for whatever reason, may regain them by attending two consecutive Working Group Meetings, and then re-applying for Voting Member status as described above.

5.3 Termination of Group Membership or Observer Rights

Termination of Working Group Member rights will occur under the following circumstances:

• The individual may provide notification of resignation or withdrawal to the Mailing List , Group Chair or XII Group Administrator;
• The individual ceases to be an Eligible Participant; or
• The Chair, after providing written notice, may immediately terminate the membership of any individual who behaves in a manner deemed unprofessional. An individual whose membership is so terminated may appeal the termination to the XSB.

Termination of Working Group membership for any reason shall automatically end participation rights, in any capacity, in the Working Group and any Group Subcommittee.

5.4 Leaves of Absence

A Voting Member of a Working Group is permitted one Leave of Absence during any consecutive twelve month period. During a Leave of Absence a Voting Member is exempt from the participation criteria specified in Section 5.2. The first Leave of Absence during any twelve month period is granted automatically upon application to the Chair. The Chair must notify the Working Group of any Leave of Absence by reporting at the Working Group Meeting immediately following the granting of such Leave of Absence.

A Voting Member who has taken a Leave of Absence during the previous twelve months may apply for a maximum of one additional Leave of Absence during the same twelve month period. A second Leave of Absence may be granted only upon majority approval of the Working Group.

The length of a Leave of Absence shall be specified in advance by the Voting Member requesting it and shall not exceed 60 days. A Leave of Absence shall begin no earlier than seven days after the date upon which the request is submitted to the Chair and shall end on the date specified.

5.5 First Meeting of a Working Group & Appointment of Chairs

The first meeting of a Working Group shall be chaired by the Group Organiser, and may be attended by Non-voting Members, Voting Members and Observers whose membership has been approved before the first meeting.

The first Working Group Meeting must occur within 30 calendar days, or within 45 calendar days if a face-to-face meeting is planned, of the announcement of a Working Group.

The first Working Group Meeting must take place when, where and how it has been described in the announcement. If a change is required the XII Group Administrator must make a reasonable attempt to reschedule as soon as possible at a time agreeable to a majority to meet the Minimum Membership. At least the Minimum Membership must become Voting Members before the first Working Group Meeting or the Working Group shall not be considered successfully started. In this situation either the meeting can be rescheduled within 30 days or the Working Group shall be immediately dismissed on the 31st day.

The Group Organiser acts as Chair until a recommendation for Chair has been made by the Working Group and approved by the XSB. During the first Working Group Meeting the Working Group must recommend the names of a Chair and Vice-Chair(s) (Optional) to the XSB. Candidates for these positions must be Voting Members of the Working Group. The XSB will consider the request as soon as practical and either confirm the recommendation of the Working Group or appoint alternate individuals from among the Voting Members of the Working Group. The Group Organiser responsibilities conclude upon approval of a Chair by the XSB.

5.6 Group Chairs and Vice-Chairs

Each Working Group must have a Chair and is recommended to have a Vice-Chair(s). Only Voting Members of the Group are eligible to be Chair or Vice-Chair(s). The initial Group Chair and any Vice-Chair(s) are appointed by the XSB upon recommendation of the Group as defined in Section 5.5.

If a Group does not have a Chair and does not have a Vice-Chair(s), for whatever reason, then all Group activities, with the exception of forming a recommendation of a new Chair and/or Vice-Chair(s), are suspended.

The responsibilities of the Chair of a Working Group may be discharged by no more than two Vice-Chairs(s) at the discretion of the XSB. In the event that the Chair position is shared between two Vice-Chairs the role of each shall be documented as to duties and responsibilities. Any notification required shall be made to both Vice-Chairs.

A Group Chair or Vice-Chair(s) may be removed by the XSB or by a Super-Majority Vote of the Working Group. In the event that a Group has Vice-Chairs each may be removed individually or both may be removed by a single action.

A vacancy shall be deemed to exist when (a) the Chair or one or both Vice-Chairs has been removed, (b) the Chair or one or both Vice-Chairs has resigned the position, or (c) the Chair or one or both Vice-Chairs ceases to be a Working Group Member for whatever reason. Vacancies of the Chair or Vice-Chair(s) shall be filled by following the same process as for the initial appointment of Chair and Vice-Chairs, as described in Section 5.5.

The same provisions regarding Leaves of Absence shall apply to the Chair or Vice-Chair(s) of a Working Group as to the other Working Group Members. The Chair must notify both the XII Group Administrator and the Working Group at least 30 days prior to any non-emergency leave of absence. In the event of the Chair being on Leave of Absence the duties of the Chair are to be carried out by the Vice-Chair(s) or other Group Member as determined by the Chair.

The Vice-Chair(s) may carry out all duties of the Chair in the Chair’s absence. Where a Working Group is expected to continue its work for a period of more than 12 months the Working Group should consider periodic changes to the Chair or Vice-Chair(s) and advise the XSB of its recommendation. The XSB will determine what, if any, changes it will approve to the Chair positions.

5.7 Group Recordkeeping

Official copies of all resources of the Working Group and any associated Group Subcommittees, including web pages, documents, Mailing Lists and any other records of discussions, must be located on facilities designated by XII. Working Groups and Group Subcommittees may not conduct official business or technical discussions, store documents, or host web pages on servers or systems not designated by XII.

5.8 Working Group Procedure

The operation of Working Groups shall be governed by Robert’s Rules of Order Newly Revised, insofar as such rules are not inconsistent with or in conflict with this Working Group Process, the XII IP Policy, the XII Bylaws, other XSB-approved policies, or with provisions of law.

Standing rules may be adopted by Proper Majority Vote of the Working Group and must be communicated to the XSB. The Working Group may not adopt standing rules or other resolutions related to the XII IP Policy, quorum requirements, membership, voting, eligibility to participate, or that otherwise conflict with or supersede any XII policy The XSB may override them if they conflict with XII policy. Approved standing rules must be published in the Working Group's collaboration tool.

5.9 Official Language and Translations

The official language of all Groups shall be English with all written material being in United Kingdom English. Working Group Members who wish to communicate with each other on Working Group business in other languages may do so between themselves provided that they provide an English language translation of their communication for the benefit of other Working Group Members and other XII Participants.

5.10 Working Group Meetings & Minutes

Working Group Meetings must be scheduled in advance and properly called by publishing an announcement of the date, time and place (or phone number) of the meeting to the Working Group's Mailing List. The announcement must include a list of the current Voting Members of the Working Group, either directly or by means of a hyperlink.

Working Group Meetings scheduled or conducted so as to exclude any Working Group Member are subject to appeal to the XSB. Working Group Meetings may be conducted face-to-face or via telephone conference or other electronic media that allow participation of all Working Group Members.

If a meeting is inquorate, discussions may take place but no business leading to a vote may be conducted; those present may act as a "Committee of the Whole" as defined in Robert’s Rules of Order Newly Revised, and make a report to the entire Working Group. Attendance must be recorded in the Working Group Meeting minutes. Inquorate Working Group Meetings shall count towards attendance for purposes of the participation criteria for Voting Members (see Section 5.2).

Meeting minutes must be recorded and published to the relevant Mailing List and archived in the Working Group's collaboration tool.

5.11 Working Group Charter Revision

A Working Group may revise its Charter only to remove ambiguity or to adjust the scope defined by the Charter. The Working Group may not change its scope of work without XSB approval. The list of deliverables may be expanded only if the new deliverables are within the scope of the existing Charter.

Approval for revision shall require a Super-Majority Vote of the Working Group. A revision of the Charter may occur only after the first Working Group Meeting. The Chair shall notify the XII Group Administrator that a motion has been made to revise the Charter, and the XII Group Administrator shall set up and conduct the ballot.

The Chair shall ensure that the proposed revision is in conformance with existing XII Policies. Within 15 days, the Chair will direct the XII Group Administrator to either open the ballot or reply to the Group with the reason why the revision cannot be voted upon. A decision by the Chair may be appealed to the XSB. The revised Charter shall not take effect until approved by the XSB and announced by the XII Group Administrator. The XII Group Administrator shall publicise approved changes in the same manner as the initial formation of the Working Group was publicised.

The XSB may revise the Charter of a Working Group at any time. Any such change must be communicated via the Working Group's Mailing List and must include the rationale for the decision.

5.12 Working Group Resolutions & Voting

Resolutions require a Majority Vote to pass, unless this document dictates that a Proper Majority Vote or Super-Majority Vote is necessary.

All Working Group ballots requiring a Super-Majority Vote for approval must be conducted by the XII Group Administrator. The Group Chair must notify the XII Group Administrator that a motion has been made that requires a Super-Majority Vote, and the XII Group Administrator will set up and conduct the ballot.

5.13 Group Subcommittees

A Group may by Resolution create a Group Subcommittee. The Resolution must be recorded in the Minutes, and must include:

• the Name
• Statement of Purpose,
• List of deliverables,
• Name of the Chair of the Group Subcommittee

The activities of the Group Subcommittee must fall within the Charter of the Working Group and conform to XII policy.

The deliverables of the Group Subcommittee are made only to the Working Group. Members of the Group Subcommittee must first be Members of the Working Group. Observers of a Working Group may be Observers of a Group Subcommittee, but may not become Members of the Group Subcommittee without first becoming a Member of the Working Group. A Group Subcommittee Member may resign from the Group Subcommittee and remain a Member of the Working Group.

5.14 Closing a Working Group

A Working Group may be closed by either:

• a Super Majority Vote of the Working Group; or
• a decision of the XSB.

The XSB must close a Working Group once it has completed the deliverables listed in its Charter.

The XII Group Administrator may recommend to the XSB to close a Working Group that fails to conduct at least one Quorate Meeting during any six month period; whose membership falls below the Minimum Membership; which has not completed its deliverables within the schedule listed in its Charter; or which has failed to show progress towards achieving its purpose as defined by its Charter.

5.15 Intellectual Property Rights Procedures

The Working Group shall operate in accordance with the XII IP Policy.

Notices of Disclosed Claims, as defined in and required by the XII IP Policy, shall be made by sending an email message to the XII Group Administrator, who shall post the disclosure in the Working Group's collaboration tool and on the Mailing List. The Working Group shall make no formal decision with regard to the applicability or validity of an IP disclosure.

Contributions, as defined in the XII IP Policy, shall be made by sending to the Mailing List either the contribution, or a notice that the contribution has been submitted to the Working Group's collaboration tool; a URL or other reference is not adequate. Written contributions must be converted to electronic format and submitted to the relevant Mailing List or collaboration tool. The Working Group is not required to acknowledge or use any Contribution.

Additionally a call for claims MUST be made at the start of every Working Group Meeting by the Chair putting the following question to the meeting:

" Please be aware that this meeting is being held under the XBRL International IP Policy, which is available at the "Governing Documents" section of the XBRL.org website. Is anyone here aware of any claims under any patent applications or issued patents that would be likely to be infringed by an implementation of any work product that is the subject of this meeting? You need not be the inventor of such patent or patent application in order to inform us of its existence. No-one will be held responsible for expressing a belief that turns out to be inaccurate. "

Adequate time shall be provided for any such claims to be heard and the Chair may decide to repeat the question if they feel it is appropriate or necessary. The calling of this question, and its wording, must appear in the published agenda for every Working Group Meeting.

5.16 Specification Quality

All documents and other files produced by the Working Group, including specifications at any status, must use the XII file naming scheme, and must include the following XII copyright notice:

" Copyright © 20YY XBRL International. All Rights Reserved. http://www.XBRL.org/legal/ "

The specification must include a list of people who participated in the development of the specification. This list shall be initially compiled by the Chair and any Voting Member or Non-voting Member may add or remove their names from the list by request. The final list shall be approved by the Chair and Vice-Chair(s) taking into account the contribution made by each individual. Criteria such as "providing deliverables or drafts of deliverables in a timely fashion", "being familiar with the relevant documents of the Working Group, including minutes of past meetings", "following discussions on relevant mailing list(s)" are to be applied in making this evaluation. If a person’s name is omitted following this evaluation and they object to its omission they have the right of appeal to the XSB.

The list of contributors should include the names of all XII Member organisations on behalf of which a Working Group Member has made contributions. The list should not be updated to reflect changes to the Working Group Member's affiliation, unless the Working Group Member has also made contributions on behalf of the new organisation to which they are affiliated.

All Working Group documents must be stored in the Working Group's collaborative workspace. Where published documents are generated from another format, at least the source version of the document must be stored in the Working Group's collaborative workspace. The XSB may set specific standards for the format of such documents from time to time.

All schema and XML instances, whether by inclusion or by reference, including fragments of such, must be well formed. All expressions must be valid. All machine-processable schemas, XML instances etc., that are part of the specification must be available separately in their own plain text file with their own file name. There shall be only one normative version of any such artefact and non-normative copies provided for “ease of processing” or other purposes shall be identified as non-normative appropriately.

6.1 Implementable Work Product

An Implementable Work Product is any specification that is expected to be implemented, in whole or in part, in software. A key characteristic of an Implementable Work Product is that after it is adopted, any change to it is disruptive and compromises interoperability. As such, it is essential that it follows a thorough development process in order to ensure that the final product is fit for purpose.

An Implementable Work Product comprises of a Primary Work Product Document, and zero or more Additional Work Product Documents.

A Primary Work Product Document is a human-readable description of the Implementable Work Product. All new Primary Work Product Documents must be developed using the format currently designated by XII for XBRL Specifications.

An Additional Work Product Document is any additional document that is referenced directly or indirectly by the Primary Work Product Document, forms part of the definition of the Implementable Work Product, and is not maintained as part of another standardisation effort. For example, an XML Schema file created as part of the development of this Work Product and that defines an XML format used by the specification would be considered an Additional Work Product Document, whereas a specification or XML Schema file upon which this Work Product depends would not, as it would be maintained as part of another standardisation effort. Similarly, a conformance suite or overview document would not be considered an Additional Work Product Document, as they do not form part of the definition of the Implementable Work Product.

The combination of Primary Work Product Documents and Additional Work Product Documents are treated as a single unit of work, and are always published together.

6.2 Supporting Document

A Supporting Document is a document that accompanies an Implementable Work Product, but which does not form part of its definition. A conformance suite document, overview document or primer would be considered a Supporting Document. Supporting Documents reference a particular release of an Implementable Work Product, and although they are typically released concurrently with the Implementable Work Product, they may also be released or updated at other times.

6.3 Working Group Note

A Working Group Note is a document released by a Working Group which is not intended to be directly implemented, and which does not relate directly to an Implementable Work Product.

6.4 Editing Work Products

Every Work Product published as part of the Work Product Development Process is edited by one or more editors appointed by a Working Group Chair. It is the responsibility of these editors to ensure that the decisions of the group are correctly reflected in subsequent drafts of the Work Product. All XII editors must be members of the Working Group responsible for the document(s) they are editing.

XII encourages verbatim translations of its Work Products.

6.5 Version Numbers for Implementable Work Products

All Implementable Work Products are assigned a version number. The version number remains unchanged throughout publication at different statuses of the life cycle. The version number is only incremented where a Working Group undertakes to produce a new Implementable Work Product following the full process described in Section 6.10.4.

The initial version of an Implementable Work Product should be assigned a version of "1.0". Subsequent versions should be numbered by incrementing either the minor version, or incrementing the major version and resetting the minor version to zero. The choice between these two options should be based on whether the new version represents incremental changes to the previous version, or a more fundamental change in approach.

6.6 Statuses for Implementable Work Products

Implementable Work Products are published with different statuses, according to the level of maturity. The different statuses are enumerated below. The process for publishing Implementable Work Products is documented in Section 6.10.1.

6.7 Statuses for Supporting Documents

Supporting Documents are published with a status of Supporting Document. Supporting Documents must be approved for publication by the XSB.

Prior to XSB approval, Supporting Documents have a status of Draft Supporting Document.

6.8 Statuses for Working Group Notes

Working Group Notes are published with a status of Working Group Note. Working Group Notes must be approved for publication by the XSB.

Prior to XSB approval, Working Group Notes have a status of Draft Working Group Note.

6.9 Public Calls relating to Implementable Work Products

At various points on the XII Recommendation Path, public announcements relating to the Implementable Work Product are issued.

6.10 Progression of an Implementable Work Product to Recommendation

The progression of an Implementable Work Product to Recommendation status is summarised in the diagram below, and is defined in the text in the following sections, with the text taking precedence over the diagram.

Working Groups embark on this process with the intent of publishing one or more Recommendations. However, the XSB may end work on a technical work product at any time, or may request that a Working Group conduct further work, possibly repeating one or more steps.

6.11 Modifying an XII Recommendation

Once a Work Product has reached Recommendation status it is considered stable, and suitable for widespread adoption and implementation. As such, updates to the Work Product are restricted to the incorporation of Errata.

An Erratum is a change to a Work Product that is exclusively for the purpose of addressing a defect in an earlier release.

Changes that do not fall within the definition of Errata require the creation of a new Work Product, including a new requirements document, following the full process described in Section 6.10.

Errata are divided into two types:

6.12 Concluding development of a Work Product

Work Product development may cease prior to reaching Recommendation status at the recommendation of the Working Group to the XSB or vice versa. If the XSB decides to discontinue work on a Work Product for any reason prior to its completion, the Group should consider publishing the incomplete Work Product as a Working Group Note.

6.13 Rescinding a Recommendation

XII may, by recommendation of a Working Group to the XSB or by the XSB itself, rescind an entire Recommendation for any reason. To rescind a Recommendation, the following process must be followed:

• A proposal to rescind the recommendation must be approved by both the XSB and the XII BoD.
• The XII Group Administrator must announce a Proposal to Rescind a Recommendation to XII Members and to the Public.
• The Group must consider and respond to all Review Comments received during the period designated in the announcement.
• If any Review Comments are received then the Working Group must provide a summary of these to the XSB, together with a recommendation on whether to continue with rescinding the Recommendation.
• The XSB must approve the publication of a Rescinded Recommendation.
• A new version of the Work Product is published with a status of Rescinded Recommendation, and a publication date reflecting the date of the XSB approval, but which is otherwise the same as the most recent version of the Recommendation.

To deprecate part of a Recommendation, the process for modifying a Recommendation is followed. Once a Recommendation has been rescinded, future Work Products may not include normative references to that Work Product.