1 Evergreen Oversight Board Rules of Governance
2 =============================================
6 Name, Purpose, and Responsibilities
7 -----------------------------------
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
51 -------------------------
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 . Each year, the Board shall undertake the electronic collection
96 and counting of votes for the Board election using a documented
97 voting platform that is widely accessible to the Evergreen community.
103 . The Board shall nominate and elect the following officers whose duties
104 shall include, but may not be limited to the following:
106 .. Chairperson: The Chairperson shall convene and preside at all membership
107 meetings. However, the Chairperson may appoint another board member to preside
108 at meetings in the following order: (1) the Vice Chairperson; (2) the
110 .. Vice Chairperson: The Vice Chairperson shall, in the event of the absence or
111 inability of the Chairperson to exercise his/her office, become acting
112 Chairperson of the Board with all the rights, privileges and powers as
113 if he/she was the duly elected Chairperson. The Vice Chairperson shall also
114 serve as the chairperson on committees on special subjects as designated by the
115 Board or Chairperson.
116 .. Secretary: The Secretary shall be responsible for keeping records of
117 Board actions, including overseeing the taking of minutes at all Board
118 meetings, sending out Board meeting announcements, distributing copies of
119 minutes and the agenda to each Board member, posting meeting minutes on the
120 Project's website, and assuring that the Board's records are properly
122 . One Board member shall be the official representative to the Fiscal Sponsor.
123 . Additional duties may be assigned to officers or other board members as
124 determined by the Chairperson. Other officers may be elected as the board deems
126 . Board officers may be removed from office by an affirmative majority vote
127 of the Board at any time it is deemed to be in the best interest of the
128 Board. An officer may also resign from his/her elected office.
129 Resignation from the office must be in writing and received by the Secretary or
130 President of the Board. Resignation is effective upon receipt unless a
131 different date is specified in the notice of resignation.
132 . In the case of absence or the inability of any officer to act, the board
133 may from time to time delegate the powers or duties of such officer to any
134 other officer, or any other person whom it may select, for such period of time
135 as the Board deems necessary.
136 . In the event an officer resigns or is otherwise removed from his/her office
137 on the board, the vacancy shall be filled by a majority vote of the Board.
138 Neither resignation nor removal from office will affect the member’s status as
139 a member of the Board.
145 . Regular meetings of the Board shall be held at least once per
146 quarter to discuss various topics pertaining to the regular activities of the
148 . Special meetings of the Board may be called by the Chairperson, the Vice
149 Chairperson, or any three (3) Board members.
150 . Board members must be provided with notice of a meeting at least seventy-two
151 (72) hours in advance of the meeting. Meeting notices shall be sent via email
152 and each board member must provide the Board Secretary with an email address
153 for the purpose of such notices.
154 . The meeting minutes of each regular and special meeting shall be posted
155 publicly and promptly on the Project website.
157 Quorum and Board Voting
158 ~~~~~~~~~~~~~~~~~~~~~~~
160 A majority of the Board constitutes a quorum for the transaction of business.
161 Each Board member shall have one vote and voting may not be done by proxy.
162 Every act taken or decision made by a majority of the Board members present at
163 a meeting duly held at which a quorum is present shall be the act of the Board,
164 unless the law or these Rules of Governance specifically require a greater
167 Conflicts of Interest
168 ~~~~~~~~~~~~~~~~~~~~~
170 Any Board member who has a financial, personal, or official interest in, or
171 conflict with any matter pending before the board, of such nature that it may
172 prevent that member from acting on the matter in an impartial manner, shall
173 voluntarily refrain from voting on said matter.
175 Removal and Resignation
176 ~~~~~~~~~~~~~~~~~~~~~~~
178 . A member of the Board may be removed from the Board at any time by an
179 affirmative vote of at least two-thirds (2/3) members of the Board. A vote to
180 remove a Board member is effective immediately.
181 . A Board member may resign from the Board. Resignation from the Board must be in
182 writing and received by the Secretary or President of the board.
183 . In the event of a vacancy on the board due to removal, resignation, or death, the
184 Board shall appoint a replacement to serve the remainder of the term.
185 . Within seven (7) days of removal, resignation, or natural expiration of an
186 expired term, the Board member must deliver (at his/her expense) all documents
187 and other property rightfully belonging to the Board in good condition to the
188 Board member’s successor, or to a person or place designated by the Board.
193 Each member of the Board shall have the right at any reasonable time to inspect
194 and copy all books, records and documents of every kind that are related to the
195 Board. Such inspection may be made by the Board member, or the Board
196 member’s agent or attorney, and the right of inspection includes the right to
197 copy and make extracts. In the event the documents must be mailed or delivered
198 in some manner, the requesting Board member shall be responsible for the
201 Ad-Hoc Event Committees
202 -----------------------
203 The Oversight Board shall create ad-hoc committees and task forces as necessary
204 to co-ordinate events including, but not limited to, conferences and seminars.
205 Such committees and task forces shall have the power and duties to create
206 plans, budgets and materials.
208 Such a committee shall submit a budget to the board for approval prior to
209 implementing their assigned event. Upon approval of the budget, by the
210 Oversight Board, and for the duration of the committee's task, the committee
211 shall have the power to implement plans and create materials. The SFC shall be
212 directed to work with designees of the committee to execute transactions within
213 the constraints of the approved budget without the need for further
214 intervention by the board. The committee will report to the Oversight Board on
215 a monthly basis for the purpose of review and input.
221 . These Rules of Governance may be amended by an affirmative vote of at least
222 two-thirds (2/3) of the Board.
223 . Proposed amendments must be submitted to the Board Secretary in advance so
224 that the Secretary can send out the proposed amendments with the meeting
227 Liquidation of Assets
228 ---------------------
230 In the event the Board disbands, the Board shall devise a plan to distribute
231 the Project's remaining assets, if any, in a manner consistent with the Board's
232 purpose and in a manner that will not jeopardize the 501(c)(3) status of the
233 umbrella corporation with which the Board is affiliated.
238 The foregoing Rules of Governance were approved by an affirmative majority vote of the
239 Evergreen Oversight Board on April 29, 2011.
244 Portions of this document were adapted from the Fedora Project Board description. This content
245 is available under the Attribution-Share Alike 3.0 Unported license.
247 Appendix A -- Board cohorts
248 ---------------------------
251 |=================================================================
252 | Cohort | Current Member | Seat up for election
253 | A | Rogan Hamby | 2015
254 | A | Ben Hyman | 2015
255 | A | Kathy Lussier | 2015
256 | B | Chris Sharp | 2016
257 | B | Chauncey Montgomery | 2016
258 | B | Andrea Buntz Neiman | 2016
259 | B | Yamil Suarez | 2016
260 | C | Grace Dunbar | 2017
261 | C | Ben Shum | 2017
262 |=====================================================================