From a0c70b740ac3d26805c5dff856e3e65126c43519 Mon Sep 17 00:00:00 2001 From: Mike Rylander Date: Thu, 20 Oct 2016 13:32:55 -0400 Subject: [PATCH] Update governance documentation with Conflict of Interest policy, Executive Session policy, and housekeeping updates See meeting minutes at http://evergreen-ils.org/meetings/evergreen/2016/evergreen.2016-09-22-14.01.html for details. Signed-off-by: Mike Rylander --- governance.txt | 188 ++++++++++++++++++++++++++++++++++++++++++++++++++++----- 1 file changed, 174 insertions(+), 14 deletions(-) diff --git a/governance.txt b/governance.txt index 1a109a8..58ad6dc 100644 --- a/governance.txt +++ b/governance.txt @@ -86,8 +86,7 @@ Term . 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 @@ -235,8 +234,9 @@ 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 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 ------- @@ -249,14 +249,174 @@ Appendix A -- Board cohorts [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 _____________ + -- 2.11.0