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 . Initially, the Board shall consist of its founding members, named in Appendix A.
80 . The Board shall nominate and elect the following officers whose duties
81 shall include, but may not be limited to the following:
83 .. Chairperson: The Chairperson shall convene and preside at all membership
84 meetings. However, the Chairperson may appoint another board member to preside
85 at meetings in the following order: (1) the Vice Chairperson; (2) the
87 .. Vice Chairperson: The Vice Chairperson shall, in the event of the absence or
88 inability of the Chairperson to exercise his/her office, become acting
89 Chairperson of the Board with all the rights, privileges and powers as
90 if he/she was the duly elected Chairperson. The Vice Chairperson shall also
91 serve as the chairperson on committees on special subjects as designated by the
93 .. Secretary: The Secretary shall be responsible for keeping records of
94 Board actions, including overseeing the taking of minutes at all Board
95 meetings, sending out Board meeting announcements, distributing copies of
96 minutes and the agenda to each Board member, posting meeting minutes on the
97 Project's website, and assuring that the Board's records are properly
99 . One Board member shall be the official representative to the Fiscal Sponsor.
100 . Additional duties may be assigned to officers or other board members as
101 determined by the Chairperson. Other officers may be elected as the board deems
103 . Board officers may be removed from office by an affirmative majority vote
104 of the Board at any time it is deemed to be in the best interest of the
105 Board. An officer may also resign from his/her elected office.
106 Resignation from the office must be in writing and received by the Secretary or
107 President of the Board. Resignation is effective upon receipt unless a
108 different date is specified in the notice of resignation.
109 . In the case of absence or the inability of any officer to act, the board
110 may from time to time delegate the powers or duties of such officer to any
111 other officer, or any other person whom it may select, for such period of time
112 as the Board deems necessary.
113 . In the event an officer resigns or is otherwise removed from his/her office
114 on the board, the vacancy shall be filled by a majority vote of the Board.
115 Neither resignation nor removal from office will affect the member’s status as
116 a member of the Board.
122 . Regular meetings of the Board shall be held at least once per
123 quarter to discuss various topics pertaining to the regular activities of the
125 . Special meetings of the Board may be called by the Chairperson, the Vice
126 Chairperson, or any three (3) Board members.
127 . Board members must be provided with notice of a meeting at least seventy-two
128 (72) hours in advance of the meeting. Meeting notices shall be sent via email
129 and each board member must provide the Board Secretary with an email address
130 for the purpose of such notices.
131 . The meeting minutes of each regular and special meeting shall be posted
132 publicly and promptly on the Project website.
134 Quorum and Board Voting
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137 A majority of the Board constitutes a quorum for the transaction of business.
138 Each Board member shall have one vote and voting may not be done by proxy.
139 Every act taken or decision made by a majority of the Board members present at
140 a meeting duly held at which a quorum is present shall be the act of the Board,
141 unless the law or these Rules of Governance specifically require a greater
144 Conflicts of Interest
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147 Any Board member who has a financial, personal, or official interest in, or
148 conflict with any matter pending before the board, of such nature that it may
149 prevent that member from acting on the matter in an impartial manner, shall
150 voluntarily refrain from voting on said matter.
152 Removal and Resignation
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155 . A member of the Board may be removed from the Board at any time by an
156 affirmative vote of at least two-thirds (2/3) members of the Board. A vote to
157 remove a Board member is effective immediately.
158 . A Board member may resign from the Board. Resignation from the Board must be in
159 writing and received by the Secretary or President of the board.
160 . In the event of a vacancy on the board due to removal, resignation, or death, the
161 Board shall appoint a replacement to serve the remainder of the term.
162 . Within seven (7) days of removal, resignation, or natural expiration of an
163 expired term, the Board member must deliver (at his/her expense) all documents
164 and other property rightfully belonging to the Board in good condition to the
165 Board member’s successor, or to a person or place designated by the Board.
170 Each member of the Board shall have the right at any reasonable time to inspect
171 and copy all books, records and documents of every kind that are related to the
172 Board. Such inspection may be made by the Board member, or the Board
173 member’s agent or attorney, and the right of inspection includes the right to
174 copy and make extracts. In the event the documents must be mailed or delivered
175 in some manner, the requesting Board member shall be responsible for the
178 Transition to General Rules of Governance and General Elections
179 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
181 By the end of the 2012 Evergreen International Conference or 30 April 2012,
182 whichever comes sooner, the Board will have promulgated rules of governance for
183 this Board and the Evergreen Project to be presented for approval by the
184 general membership of the Evergreen Project during the conference. At that
185 same time, the board will designate at least 1/3 of its seats to be filled by
186 general election at the 2012 conference. The board will also hold new
187 elections for the board officers at that time.
189 Ad-Hoc Event Committees
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191 The Oversight Board shall create ad-hoc committees and task forces as necessary
192 to co-ordinate events including, but not limited to, conferences and seminars.
193 Such committees and task forces shall have the power and duties to create
194 plans, budgets and materials.
196 Such a committee shall submit a budget to the board for approval prior to
197 implementing their assigned event. Upon approval of the budget, by the
198 Oversight Board, and for the duration of the committee's task, the committee
199 shall have the power to implement plans and create materials. The SFC shall be
200 directed to work with designees of the committee to execute transactions within
201 the constraints of the approved budget without the need for further
202 intervention by the board. The committee will report to the Oversight Board on
203 a monthly basis for the purpose of review and input.
209 . These Rules of Governance may be amended by an affirmative vote of at least
210 two-thirds (2/3) of the Board.
211 . Proposed amendments must be submitted to the Board Secretary in advance so
212 that the Secretary can send out the proposed amendments with the meeting
215 Liquidation of Assets
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218 In the event the Board disbands, the Board shall devise a plan to distribute
219 the Project's remaining assets, if any, in a manner consistent with the Board's
220 purpose and in a manner that will not jeopardize the 501(c)(3) status of the
221 umbrella corporation with which the Board is affiliated.
226 The foregoing Rules of Governance were approved by an affirmative majority vote of the
227 Evergreen Oversight Board on April 29, 2011.
232 Portions of this document were adapted from the Fedora Project Board description. This content
233 is available under the Attribution-Share Alike 3.0 Unported license.
235 Initial Board Members
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239 |=====================================================================
240 | Name | E-Mail Address | Affiliation
241 | Lori Ayre | lori.ayre@galecia.com |
242 | Jim Corridan | jcorridan@icpr.in.gov | Indiana State Library
243 | Galen Charlton | gmc@esilibrary.com |
244 | Tim Daniels | tim.daniels@lyrasis.org |
245 | Stephen Elfstrand | stephen.elfstrand@mnsu.edu |
246 | Elizabeth McKinney | emckinney@georgialibraries.org | Georgia Public Library Service
247 | Michele Montague | mmontagu@grpl.org |
248 | Dan Scott | dan@coffeecode.net |
249 | Amy Terlaga | terlaga@biblio.org |
250 | Steve Wills | steve.wills@lyrasis.org |
251 |=====================================================================