Incorporate emckinney's proposed changes for elections

Based on Elizabeth McKinney's email to the Oversight Board discussion
list on November 15, 2011, pull together a full governance document that
incorporates the proposed text.

Signed-off-by: Dan Scott <dan@coffeecode.net>

diff --git a/governance.txt b/governance.txt
index f4e4e31..ae90c0e 100644 (file)
--- a/governance.txt
+++ b/governance.txt
@@ -69,7 +69,91 @@ Composition
 ~~~~~~~~~~~
 
 [loweralpha]
-  . Initially, the Board shall consist of its founding members, named in Appendix A.
+  . The Oversight Board shall consist of no fewer than seven (7) and no greater
+    than thirteen (13) members who are elected biennially by the Evergreen
+    Software Foundation Membership.
+  . Board members must be a Foundation Member.
+  . At no time may the board consist of more than one individual that
+    represents a particular vendor or organization.  At least one board member
+    must be a citizen of the United States.
+  . For the purpose of broad representation on the Oversight Board, it is
+    preferred that each of the following is represented on the board:
+    .. academic library
+    .. public library
+    .. independent library that is not part of a consortium
+    .. Evergreen consortium 
+    .. library located outside of the United States
+    .. state library
+    .. vendor (entity or organization that provides Evergreen related services
+       for a fee)
+
+Eligibility
+~~~~~~~~~~~
+
+Any "significant and sustained" contributor to Evergreen is eligible for a seat on the Oversight Board. Contributions may include:
+
+[loweralpha]
+  . writing code, documentation, creating translations;
+  . running an Evergreen system that is in production use, including those
+    libraries whose Evergreen catalog is hosted by another party or is part of
+    a consortium;
+  . hosting or maintaining Evergreen project resources including, but not
+    limited to, website, public test servers, and continuous integration
+    servers; 
+  . providing significant funding for any of the above activities; 
+  . employing (and explicitly supporting) an individual member's contributions;
+  . significant participation in project communication venues (mailing lists,
+    IRC channels, forums, conference calls);
+  . hosting or significant participation in a conference planning committee; or
+  . significantly contributing to the promotion of Evergreen to the larger
+    library and ILS community.
+
+Election Procedures
+~~~~~~~~~~~~~~~~~~~
+
+[loweralpha]
+  . The board members to be chosen for the following term shall be elected at
+    the annual Evergreen Conference.  Board members will be elected by a simple
+    majority of Members present at the annual meeting and those who are
+    considered present through remote voting procedures established under
+    Article II Section 2.5, if such a remote voting process has been
+    established. 
+  . The Nominating and Membership Development Committee will be responsible for
+    nominating a slate of prospective board members representing the
+    Foundation's diverse constituency and ensuring that notice of the slate of
+    nominees is sent out ten (10) days in advance of the annual meeting. Any
+    Foundation Member can nominate a candidate to be considered for the slate
+    of nominees.  Individuals may nominate themselves.  Each Member in good
+    standing will be eligible to have one vote.
+
+Term
+~~~~
+
+Each board member serves a term of two years.  Notwithstanding the above, a
+board member may continue to serve past the two year period until the successor
+board member has been duly elected into office.  Board members may be elected
+to serve an unlimited number of terms.
+
+[loweralpha]
+  . Officers serve a term of one (1) year but, with the exception of the
+    Chairperson, may be re-elected an unlimited number of times, so long as they
+    continue to serve on the Oversight Board. The Vice Chairperson shall receive
+    first consideration for the office of the Chairperson in the election of
+    officers the following year.
+  . Oversight Board officers may be removed from office by an affirmative
+    majority vote of the Oversight Board at any time it is deemed to be in the
+    best interest of the organization.  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 uponx
+    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 Oversight 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
+    Oversight Board.  Neither resignation nor removal from office will affect
+    the member's status as a member of the Oversight Board.
 
 Officers
 ~~~~~~~~