Term and Officers section updates, approved 2017-02-16

[contrib/governance.git] / governance.txt

Evergreen Oversight Board Rules of Governance
=============================================
:toc:
:numbered:

Name, Purpose, and Responsibilities
-----------------------------------

Name
~~~~

The name of the organization is Evergreen Oversight Board (hereafter, “Board”).

Purpose
~~~~~~~

[loweralpha]
  . The Board is the executive team of the Evergreen software project (hereafter, “Project”)
    that makes guiding decisions and leads the project forward.
  . This Board exists for nonprofit purposes and, until resolved otherwise by the Board, shall
    operate as a member of a 501(c)(3) fiscal sponsor. The Board shall be governed and shall
    operate in a manner that does not jeopardize the fiscal sponsor’s 501(c)(3) status.
  . The goal of the Board is to :
[lowerroman]
    .. promote, support, and advance the development of the Evergreen software;
    .. support and facilitate the growth of the international community of Evergreen users;
       and
    .. foster and protect the Evergreen assets.

While this Oversight Board is a member of a fiscal sponsor, the terms of the
Fiscal Sponsorship Agreement with the fiscal sponsor shall prevail if any
discrepancies are found between these Rules of Governance and the Fiscal
Sponsorship Agreement.

Responsibilities
~~~~~~~~~~~~~~~~

The issues discussed by the Board generally fall into these categories:

[loweralpha]
  . Issues escalated from a committee or other subgroup in the Project that has
    reached an impasse but requires a decision by informed consensus;
  . Issues that do not fall into the purview of any of the established committees or other
    subgroups, but requires a decision by informed consensus;
  . Issues of strategic, as opposed to tactical, importance for the Project that require
    leadership and vision from above the team or subproject level to achieve; or,
  . Sensitive legal or personnel issues which require research and discussion to protect the
    interests of the Project.

Evergreen Oversight Board
-------------------------

Authority
~~~~~~~~~

[loweralpha]
  . The Board is the central administrative body of the Project. The Board is
    responsible for the overall policy and direction of the Project. The Board does
    not generally implement practices, but instead relies on the recognized
    community leadership within the Project – including but not limited to the
    Documentation Interest Group, the Communication Committee, and the Developer
    Team – to do so.

Compensation
~~~~~~~~~~~~

[loweralpha]
  . Board members shall serve without compensation.

Composition
~~~~~~~~~~~

[loweralpha]
  . The Board shall consist of nine members.

Term
~~~~

[loweralpha]
  . The term of each Board member is three years.
  . At the end of the Evergreen Conference for a calendar year, the
    term of outgoing Board members will end and the term of incoming
    Board members will begin. If no Evergreen Conference is held
    during a calendar year, terms will begin and end at midnight EDT
    on April 30.
  . Approximately one-third of the Board positions shall be open for
    election each year. To implement this, each Board seat shall be
    designated a member of a cohort labeled "A", "B", or "C". Appendix
    A lists the current members.
  . Each year, the Board shall promulgate procedures for nominating
    and electing new Board members. Nominations may be made by any
    individual who has contributed to Evergreen or who is employed by
    an institution that runs Evergreen.
  . Each year, the Board shall undertake the electronic collection
    and counting of votes for the Board election using a documented
    voting platform that is widely accessible to the Evergreen
    community.  Election processes should begin 6 weeks prior to the
    annual conference or April 1st, whichever comes first.  No less
    than one full week shall be set aside for voting. All voting,
    including officer elections must be completed prior to the first
    day of the Evergreen Conference.
  . A special election will be held if a member leaves the Board with
    more than six months remaining in their term, to complete the
    duration of the original term.  The special election will be
    conducted in accord with Sections 2.4.d and 2.4.e.


Officers
~~~~~~~~

[loweralpha]
  . The Board shall nominate and elect the following officers whose duties
    shall include, but may not be limited to the following:
[lowerroman]
  .. Chairperson: The Chairperson shall convene and preside at all membership
    meetings. However, the Chairperson may appoint another board member to preside
    at meetings in the following order: (1) the Vice Chairperson; (2) the
    Secretary.
  .. Vice Chairperson: The Vice Chairperson shall, in the event of the absence or
    inability of the Chairperson to exercise his/her office, become acting
    Chairperson of the Board with all the rights, privileges and powers as
    if he/she was the duly elected Chairperson. The Vice Chairperson shall also
    serve as the chairperson on committees on special subjects as designated by the
    Board or Chairperson.
  .. Secretary: The Secretary shall be responsible for keeping records of
    Board actions, including overseeing the taking of minutes at all Board
    meetings, sending out Board meeting announcements, distributing copies of
    minutes and the agenda to each Board member, posting meeting minutes on the
    Project's website, and assuring that the Board's records are properly
    maintained.
  . One Board member shall be the official representative to the Fiscal Sponsor.
  . Additional duties may be assigned to officers or other board members as
    determined by the Chairperson. Other officers may be elected as the board deems
    necessary.
  . Board members must serve at least one year before being eligible to be
    nominated for officer positions or fiscal sponsor representative.  First-year
    Board members may be nominated when there are not sufficient senior Board
    members to fill all the needed positions or if senior Board members are
    unwilling to serve in an officer or fiscal representative position.
    First-year Board members may serve as committee chairs.
  . Board officers may be removed from office by an affirmative majority vote
    of the Board at any time it is deemed to be in the best interest of the
    Board. An officer may also resign from his/her elected office.
    Resignation from the office must be in writing and received by the Secretary or
    President of the Board. Resignation is effective upon receipt unless a
    different date is specified in the notice of resignation.
  . In the case of absence or the inability of any officer to act, the board
    may from time to time delegate the powers or duties of such officer to any
    other officer, or any other person whom it may select, for such period of time
    as the Board deems necessary.
  . In the event an officer resigns or is otherwise removed from his/her office
    on the board, the vacancy shall be filled by a majority vote of the Board.
    Neither resignation nor removal from office will affect the member’s status as 
    a member of the Board.

Meetings and Notices
~~~~~~~~~~~~~~~~~~~~

[loweralpha]
  . Regular meetings of the Board shall be held at least once per
    quarter to discuss various topics pertaining to the regular activities of the
    Project.
  . Special meetings of the Board may be called by the Chairperson, the Vice
    Chairperson, or any three (3) Board members.
  . Board members must be provided with notice of a meeting at least seventy-two
    (72) hours in advance of the meeting. Meeting notices shall be sent via email
    and each board member must provide the Board Secretary with an email address
    for the purpose of such notices.
  . The meeting minutes of each regular and special meeting shall be posted
    publicly and promptly on the Project website.

Quorum and Board Voting
~~~~~~~~~~~~~~~~~~~~~~~

A majority of the Board constitutes a quorum for the transaction of business.
Each Board member shall have one vote and voting may not be done by proxy.
Every act taken or decision made by a majority of the Board members present at
a meeting duly held at which a quorum is present shall be the act of the Board,
unless the law or these Rules of Governance specifically require a greater
number.

Conflicts of Interest
~~~~~~~~~~~~~~~~~~~~~

Any Board member who has a financial, personal, or official interest in, or
conflict with any matter pending before the board, of such nature that it may
prevent that member from acting on the matter in an impartial manner, shall
voluntarily refrain from voting on said matter.

Removal and Resignation
~~~~~~~~~~~~~~~~~~~~~~~

  . A member of the Board may be removed from the Board at any time by an
    affirmative vote of at least two-thirds (2/3) members of the Board. A vote to
    remove a Board member is effective immediately.
  . A Board member may resign from the Board. Resignation from the Board must be in
    writing and received by the Secretary or President of the board.
  . In the event of a vacancy on the board due to removal, resignation, or death, the
    Board shall appoint a replacement to serve the remainder of the term.
  . Within seven (7) days of removal, resignation, or natural expiration of an
    expired term, the Board member must deliver (at his/her expense) all documents
    and other property rightfully belonging to the Board in good condition to the
    Board member’s successor, or to a person or place designated by the Board.

Inspection Rights
~~~~~~~~~~~~~~~~~

Each member of the Board shall have the right at any reasonable time to inspect
and copy all books, records and documents of every kind that are related to the
Board. Such inspection may be made by the Board member, or the Board
member’s agent or attorney, and the right of inspection includes the right to
copy and make extracts. In the event the documents must be mailed or delivered
in some manner, the requesting Board member shall be responsible for the
delivery costs.

Ad-Hoc Event Committees
-----------------------
The Oversight Board shall create ad-hoc committees and task forces as necessary
to co-ordinate events including, but not limited to, conferences and seminars.
Such committees and task forces shall have the power and duties to create
plans, budgets and materials.

Such a committee shall submit a budget to the board for approval prior to
implementing their assigned event. Upon approval of the budget, by the
Oversight Board, and for the duration of the committee's task, the committee
shall have the power to implement plans and create materials. The SFC shall be
directed to work with designees of the committee to execute transactions within
the constraints of the approved budget without the need for further
intervention by the board. The committee will report to the Oversight Board on
a monthly basis for the purpose of review and input. 

Amendments
----------
  
[loweralpha]
  . These Rules of Governance may be amended by an affirmative vote of at least
    two-thirds (2/3) of the Board.
  . Proposed amendments must be submitted to the Board Secretary in advance so
    that the Secretary can send out the proposed amendments with the meeting
    announcements.

Liquidation of Assets
---------------------

In the event the Board disbands, the Board shall devise a plan to distribute
the Project's remaining assets, if any, in a manner consistent with the Board's
purpose and in a manner that will not jeopardize the 501(c)(3) status of the
umbrella corporation with which the Board is affiliated.

Certification
-------------

The Rules of Governance were originally approved by an affirmative majority vote of the
Evergreen Oversight Board on April 29, 2011. Subsequent approved changes have been tracked
at: http://git.evergreen-ils.org/?p=contrib/governance.git

License
-------

Portions of this document were adapted from the Fedora Project Board description. This content
is available under the Attribution-Share Alike 3.0 Unported license.

Appendix A -- Board cohorts
---------------------------

[options="header"]
|=================================================================
| Cohort | Current Member | Affiliation | Board Position | Term Ends
| A | Ruth Frasur | Hagerstown - Jefferson Township Library, Evergreen Indiana | Secretary | 2018
| A | Sharon Herbert | British Columbia Libraries Cooperative / SITKA | | 2018
| A | Tim Spindler | C/W MARS | | 2018
| B | Garry Collum | Kenton County Public Library | | 2019
| B | Ron Gagnon | North of Boston Library Exchange | | 2019
| B | Terran McCanna | Georgia Public Library Service / PINES | | 2019
| B | Mike Rylander | Equinox Software | | 2019
| C | Grace Dunbar | Equinox Software | Chair | 2017
| C | Amy Terlaga | Bibliomation | Vice-Chair, Representative to SFC | 2017
|=====================================================================

Appendix B -- Executive Sessions
--------------------------------

The Evergreen Oversight Board (EOB) recognizes and upholds the fundamental
importance of transparency and accountability in all its activities. Accordingly, it is
the policy of the Project and the EOB to be open about its activities. All regularly
scheduled monthly meetings of the EOB are held in IRC and publicly logged in order
to provide that openness and transparency. However, there are times when the
Board must discuss sensitive issues that must, by their nature, be discussed
privately. In those rare cases, the Chairperson, the Vice Chairperson, or any three
(3) Board members may call an Executive Session of the Board or may call for a
portion of a regularly scheduled EOB meeting to be held in Executive Session. All
rules governing EOB meetings shall apply to Executive Session meetings with the
exception of the disposition of the minutes and confidentiality of the matters
discussed in such meetings as noted below. Should need arise to accommodate
departure from the EOB governance rules for EOB meetings, those exceptions
should be voted on by the EOB prior to any such Executive Session taking place.
Executive Session meetings called outside the regularly scheduled meeting time
must follow the EOB governance rules for meeting notification and agenda setting.

Executive Session
~~~~~~~~~~~~~~~~~

An executive session of a deliberative assembly is, in short, any meeting, or a
portion of a meeting, where the proceedings are secret. A meeting enters into
executive session only when required by rule or established custom, or upon the
adoption of a motion to do so. A motion to go into executive session during an
existing open meeting is a question of privilege and therefore is adopted by a
majority vote and is debatable. Executive session motions calling for a stand-alone
meeting outside the normal meeting times must be made via e-mail and adopted by
majority e-mail vote at least two days prior to the proposed meeting time to allow
for sufficient notification.

Whenever a meeting is being held in executive session, only members of the body
that is meeting and special invitees, as the body or its officers determine to be
necessary, are allowed to attend. Anyone present is honor-bound not to divulge
anything that occurred. The minutes and actions of an executive session must be
read and acted upon only in executive session. The minutes of an executive session
may be reviewed and approved by email via a private EOB email list or at an
executive session held solely for that purpose.

From time to time the EOB and the Software Freedom Conservancy (SFC) find it
prudent to communicate via a private email list. Those communications should be
treated as privileged and confidential unless the legal counsel of the SFC and the
officers of the Board specifically agree that the information, or portion thereof, may
be discussed publicly.

The following information shall be confidential:
  a. privileged information including attorney-client advice and work product information and disciplinary and investigatory information generated within or for the Evergreen Project or the SFC;
  b. information whose distribution is proscribed by applicable federal, state, or local law, or by EOB Bylaws or Policies, or by SFC Bylaws or Policies under the Fiscal Sponsorship Agreement;

Appendix C -- Evergreen Conflict of Interest Policy
---------------------------------------------------

Purpose
~~~~~~~

The purpose of this conflict of interest policy (“Policy”)  is to protect the
Evergreen Oversight Board (EOB) and the Evergreen community when the Board
contemplates entering into a transaction or arrangement that might benefit the
private interest of a Board member, or might otherwise result in a possible
excess benefit transaction. This Policy is intended to supplement but not
replace any applicable state and federal laws governing conflict of interest
applicable to nonprofit and charitable organizations. It is also acknowledged
that the Software Freedom Conservancy (SFC) is the parent fiscal agent of the
Evergreen Project and the board is also subject to any guidelines and policies
of the SFC.

Board Member Obligations
~~~~~~~~~~~~~~~~~~~~~~~~

EOB Members each have a duty to protect Evergreen and its board from violating
State and United States federal law and to avoid any appearance of impropriety.
Board members serve the public interest and are to have a clear understanding
of Board's charitable mission. All decisions made by EOB Members are to be made
solely on the basis of a desire to promote the best interests of the Evergreen
software and greater Evergreen community.


Defining a Conflict of Interest for an Evergreen Oversight Board Member
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

In general, board members should avoid making decisions on matters where their
personal interests are at odds with the EOB interests. 

This may include an EOB Member (or his or her family member) who is a party to
a contract, or involved in a transaction with the EOB for goods or services.
Or, an EOB Member (or his or her family member) is a director, officer, agent,
partner, associate, employee, trustee, personal representative, receiver,
guardian, custodian, legal representative or in some other way has a fiduciary
duty to an entity involved in a transaction with the EOB.

The EOB acknowledges that other situations may create the  appearance of a
conflict, or present a duality of interests. All such circumstances should be
disclosed to the Board, as appropriate, and the Board shall make a decision as
to what (if any) course of action the board should take so that the board and
the Evergreen community’s best interests are not compromised by personal
interests.

General Policies for Evergreen Oversight Board Members
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

*No Personal Profit or Gain.* No EOB member (or family member) shall derive any
personal profit or gain, directly or indirectly, by reason of his or her
participation with the EOB. Personal profit or gain does not include
compensation approved by the Board for paid employees, or reimbursement of
legitimate EOB expenses.

*Disclosure and Abstention when Conflicted.* Each EOB member shall disclose to
the EOB any conflict of interest which he or she may have in any matter pending
before the EOB and shall refrain from participation in any discussion or
decision on such matter. The conflicted EOB Member shall not attempt to exert
his or her personal influence with respect to the matter, either at or outside
the meeting.  

*Receipt of Conflict of Interest Policy.* EOB members will receive a current
copy of the Conflict of Interest policy annually at the start of the new term
and sign the acknowledgement of receipt of the policy before starting service
on the board for the new year.

Conflict Resolution Procedures for Evergreen Oversight Board Members
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

*Disclosure of Conflict When Present.* Prior to any Board or Board Committee
discussion or action on a matter or transaction involving a known conflict of
interest or when an EOB member becomes aware of a conflict of interest, the
member having a conflict of interest and who is in attendance at the meeting
shall disclose all facts material to the conflict. Such disclosure shall be
reflected in the minutes of the meeting. 

*Managing Conflict of Interest Outside of Meetings.* If an EOB Member is
involved in a decision, matter or transaction on behalf of the Board in which
he or she has a conflict of interest, he or she must immediately disclose all
facts material to the conflict to the Chair of the Board (or the Chair's
designee). The Board must then approve any future decisions, negotiations,
and/or other actions taken by the Board Member regarding the conflicted matter,
and include the person's disclosure of the conflict and the Board's subsequent
actions in the minutes of the next meeting. 

*Confidentiality of Conflict Disclosures.* Each EOB Member shall exercise care
not to disclose information acquired in connection with disclosures of
conflicts of interest or potential conflicts. 

Acknowledgement
~~~~~~~~~~~~~~~

I have received a copy of the Evergreen Oversight Board conflict of interest
policy.  I have read and understand the policy, and agree to comply with the
policy.  I understand the Software Freedom Conservancy is a charitable
organization and in order to maintain its federal tax exemption it must engage
primarily in activities which accomplish one or more of its tax-exempt
purposes.

Signature ________________________________

Name ___________________________________

Date _____________