From 199e45ef7b286fd3f3301aff7b7416f07c8d36a5 Mon Sep 17 00:00:00 2001 From: dbs Date: Wed, 2 Mar 2011 17:42:11 +0000 Subject: [PATCH] Add the "governance" directory to ILS-Contrib for rules of governance Potentially for other documents, as well, but let's start here. git-svn-id: svn://svn.open-ils.org/ILS-Contrib/governance@1254 6d9bc8c9-1ec2-4278-b937-99fde70a366f --- README | 32 +++++++++ governance.txt | 208 +++++++++++++++++++++++++++++++++++++++++++++++++++++++++ 2 files changed, 240 insertions(+) create mode 100644 README create mode 100644 governance.txt diff --git a/README b/README new file mode 100644 index 0000000..f646511 --- /dev/null +++ b/README @@ -0,0 +1,32 @@ +The "governance" ILS-Contrib directory +====================================== + +The "governance" directory exists to hold the source of the Evergreen project +Rules of Governance document. + +Status +------ + +As of March 3rd, 2011, this is still an unofficial draft document and and +unofficial repository. + +Source format +------------- + +The governance.txt file is an AsciiDoc-formatted text document. You must +install the http://asciidoc.nz[AsciiDoc] processing chain to generate +output in other formats. + +To generate an HTML version of this document, run the following command: + +[source] +--------------------------------------------------------------------------- +asciidoc governance.txt +--------------------------------------------------------------------------- + +To generate a PDF version of this document, run the following command: + +[source] +--------------------------------------------------------------------------- +a2x --format=pdf governance.txt +--------------------------------------------------------------------------- diff --git a/governance.txt b/governance.txt new file mode 100644 index 0000000..fc1e9fd --- /dev/null +++ b/governance.txt @@ -0,0 +1,208 @@ +Evergreen Oversight Board Rules of Governance +============================================= + +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 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. + +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] + . Initially, the Board shall consist of its founding members, named in Appendix A. + +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; (3) the Treasurer. + .. 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 organization 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. + . 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 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 + 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 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 Foundation 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 thirty-six + (36) 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 +organization. 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. + +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 foregoing Rules of Governance were approved by an affirmative majority vote of the +Evergreen Oversight Board on March _______, 2011. + +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. + +Initial Board Members +--------------------- + +[options="header"] +|===================================================================== +| Name | E-Mail Address | Location +| To | Be | Determined +|===================================================================== + -- 2.11.0