. 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 cohort and next election date for Board members as of
- 23 March 2014.
+ 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
Certification
-------------
-The foregoing Rules of Governance were approved by an affirmative majority vote of the
-Evergreen Oversight Board on April 29, 2011.
+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
-------
[options="header"]
|=================================================================
-| Cohort | Current Member | Seat up for election
-| A | Ruth Frasur | 2018
-| A | Sharon Herbert | 2018
-| A | Tim Spindler | 2018
-| B | Chris Sharp | 2016
-| B | Chauncey Montgomery | 2016
-| B | Andrea Buntz Neiman | 2016
-| B | Yamil Suarez | 2016
-| C | Grace Dunbar | 2017
-| C | Ben Shum | 2017
+| 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 _____________
+
projects / contrib / governance.git / commitdiff