1 Evergreen Oversight Board Rules of Governance
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6 Name, Purpose, and Responsibilities
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12 The name of the organization is Evergreen Oversight Board (hereafter, “Board”).
18 . The Board is the executive team of the Evergreen software project (hereafter, “Project”)
19 that makes guiding decisions and leads the project forward.
20 . This Board exists for nonprofit purposes and, until resolved otherwise by the Board, shall
21 operate as a member of a 501(c)(3) fiscal sponsor. The Board shall be governed and shall
22 operate in a manner that does not jeopardize the fiscal sponsor’s 501(c)(3) status.
23 . The goal of the Board is to :
25 .. promote, support, and advance the development of the Evergreen software;
26 .. support and facilitate the growth of the international community of Evergreen users;
28 .. foster and protect the Evergreen assets.
30 While this Oversight Board is a member of a fiscal sponsor, the terms of the
31 Fiscal Sponsorship Agreement with the fiscal sponsor shall prevail if any
32 discrepancies are found between these Rules of Governance and the Fiscal
33 Sponsorship Agreement.
38 The issues discussed by the Board generally fall into these categories:
41 . Issues escalated from a committee or other subgroup in the Project that has
42 reached an impasse but requires a decision by informed consensus;
43 . Issues that do not fall into the purview of any of the established committees or other
44 subgroups, but requires a decision by informed consensus;
45 . Issues of strategic, as opposed to tactical, importance for the Project that require
46 leadership and vision from above the team or subproject level to achieve; or,
47 . Sensitive legal or personnel issues which require research and discussion to protect the
48 interests of the Project.
50 Evergreen Oversight Board
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57 . The Board is the central administrative body of the Project. The Board is
58 responsible for the overall policy and direction of the Project. The Board does
59 not generally implement practices, but instead relies on the recognized
60 community leadership within the Project – including but not limited to the
61 Documentation Interest Group, the Communication Committee, and the Developer
68 . Board members shall serve without compensation.
74 . The Board shall consist of nine members.
80 . The term of each Board member is three years.
81 . At the end of the Evergreen Conference for a calendar year,
82 the term of outgoing Board members will end and the term
83 of incoming Board members will begin. If no Evergreen Conference
84 is held during a calendar year, terms will begin and end at
85 midnight EDT on April 30.
86 . Approximately one-third of the Board positions shall be open for election each
87 year. To implement this, each Board seat shall be designated a
88 member of a cohort labeled "A", "B", or "C". Appendix A lists
89 the cohort and next election date for Board members as of
91 . Each year, the Board shall promulgate procedures for nominating
92 and electing new Board members. Nominations may be made by
93 any individual who has contributed to Evergreen or who is
94 employed by an institution that runs Evergreen.
95 . In the absence of an approved Board motion to the contrary,
96 each year the Board shall request that the Software Freedom
97 Conservancy undertake the collection and counting of votes
98 for the Board election. Votes are to be counted using the
99 Scottish Single Transferable Vote system.
105 . The Board shall nominate and elect the following officers whose duties
106 shall include, but may not be limited to the following:
108 .. Chairperson: The Chairperson shall convene and preside at all membership
109 meetings. However, the Chairperson may appoint another board member to preside
110 at meetings in the following order: (1) the Vice Chairperson; (2) the
112 .. Vice Chairperson: The Vice Chairperson shall, in the event of the absence or
113 inability of the Chairperson to exercise his/her office, become acting
114 Chairperson of the Board with all the rights, privileges and powers as
115 if he/she was the duly elected Chairperson. The Vice Chairperson shall also
116 serve as the chairperson on committees on special subjects as designated by the
117 Board or Chairperson.
118 .. Secretary: The Secretary shall be responsible for keeping records of
119 Board actions, including overseeing the taking of minutes at all Board
120 meetings, sending out Board meeting announcements, distributing copies of
121 minutes and the agenda to each Board member, posting meeting minutes on the
122 Project's website, and assuring that the Board's records are properly
124 . One Board member shall be the official representative to the Fiscal Sponsor.
125 . Additional duties may be assigned to officers or other board members as
126 determined by the Chairperson. Other officers may be elected as the board deems
128 . Board officers may be removed from office by an affirmative majority vote
129 of the Board at any time it is deemed to be in the best interest of the
130 Board. An officer may also resign from his/her elected office.
131 Resignation from the office must be in writing and received by the Secretary or
132 President of the Board. Resignation is effective upon receipt unless a
133 different date is specified in the notice of resignation.
134 . In the case of absence or the inability of any officer to act, the board
135 may from time to time delegate the powers or duties of such officer to any
136 other officer, or any other person whom it may select, for such period of time
137 as the Board deems necessary.
138 . In the event an officer resigns or is otherwise removed from his/her office
139 on the board, the vacancy shall be filled by a majority vote of the Board.
140 Neither resignation nor removal from office will affect the member’s status as
141 a member of the Board.
147 . Regular meetings of the Board shall be held at least once per
148 quarter to discuss various topics pertaining to the regular activities of the
150 . Special meetings of the Board may be called by the Chairperson, the Vice
151 Chairperson, or any three (3) Board members.
152 . Board members must be provided with notice of a meeting at least seventy-two
153 (72) hours in advance of the meeting. Meeting notices shall be sent via email
154 and each board member must provide the Board Secretary with an email address
155 for the purpose of such notices.
156 . The meeting minutes of each regular and special meeting shall be posted
157 publicly and promptly on the Project website.
159 Quorum and Board Voting
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162 A majority of the Board constitutes a quorum for the transaction of business.
163 Each Board member shall have one vote and voting may not be done by proxy.
164 Every act taken or decision made by a majority of the Board members present at
165 a meeting duly held at which a quorum is present shall be the act of the Board,
166 unless the law or these Rules of Governance specifically require a greater
169 Conflicts of Interest
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172 Any Board member who has a financial, personal, or official interest in, or
173 conflict with any matter pending before the board, of such nature that it may
174 prevent that member from acting on the matter in an impartial manner, shall
175 voluntarily refrain from voting on said matter.
177 Removal and Resignation
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180 . A member of the Board may be removed from the Board at any time by an
181 affirmative vote of at least two-thirds (2/3) members of the Board. A vote to
182 remove a Board member is effective immediately.
183 . A Board member may resign from the Board. Resignation from the Board must be in
184 writing and received by the Secretary or President of the board.
185 . In the event of a vacancy on the board due to removal, resignation, or death, the
186 Board shall appoint a replacement to serve the remainder of the term.
187 . Within seven (7) days of removal, resignation, or natural expiration of an
188 expired term, the Board member must deliver (at his/her expense) all documents
189 and other property rightfully belonging to the Board in good condition to the
190 Board member’s successor, or to a person or place designated by the Board.
195 Each member of the Board shall have the right at any reasonable time to inspect
196 and copy all books, records and documents of every kind that are related to the
197 Board. Such inspection may be made by the Board member, or the Board
198 member’s agent or attorney, and the right of inspection includes the right to
199 copy and make extracts. In the event the documents must be mailed or delivered
200 in some manner, the requesting Board member shall be responsible for the
203 Ad-Hoc Event Committees
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205 The Oversight Board shall create ad-hoc committees and task forces as necessary
206 to co-ordinate events including, but not limited to, conferences and seminars.
207 Such committees and task forces shall have the power and duties to create
208 plans, budgets and materials.
210 Such a committee shall submit a budget to the board for approval prior to
211 implementing their assigned event. Upon approval of the budget, by the
212 Oversight Board, and for the duration of the committee's task, the committee
213 shall have the power to implement plans and create materials. The SFC shall be
214 directed to work with designees of the committee to execute transactions within
215 the constraints of the approved budget without the need for further
216 intervention by the board. The committee will report to the Oversight Board on
217 a monthly basis for the purpose of review and input.
223 . These Rules of Governance may be amended by an affirmative vote of at least
224 two-thirds (2/3) of the Board.
225 . Proposed amendments must be submitted to the Board Secretary in advance so
226 that the Secretary can send out the proposed amendments with the meeting
229 Liquidation of Assets
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232 In the event the Board disbands, the Board shall devise a plan to distribute
233 the Project's remaining assets, if any, in a manner consistent with the Board's
234 purpose and in a manner that will not jeopardize the 501(c)(3) status of the
235 umbrella corporation with which the Board is affiliated.
240 The foregoing Rules of Governance were approved by an affirmative majority vote of the
241 Evergreen Oversight Board on April 29, 2011.
246 Portions of this document were adapted from the Fedora Project Board description. This content
247 is available under the Attribution-Share Alike 3.0 Unported license.
249 Appendix A -- Board cohorts
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253 |=================================================================
254 | Cohort | Current Member | Seat up for election
255 | A | Rogan Hamby | 2015
256 | A | Ben Hyman | 2015
257 | A | Kathy Lussier | 2015
258 | B | Shauna Borger | 2016
259 | B | Chauncey Montgomery | 2016
260 | B | Andrea Buntz Neiman | 2016
261 | B | Yamil Suarez | 2016
262 | C | Grace Dunbar | 2017
263 | C | Ben Shum | 2017
264 |=====================================================================