[open-ils-commits] r1254 - / governance (dbs)
svn at svn.open-ils.org
svn at svn.open-ils.org
Wed Mar 2 12:42:15 EST 2011
Author: dbs
Date: 2011-03-02 12:42:11 -0500 (Wed, 02 Mar 2011)
New Revision: 1254
Added:
governance/
governance/README
governance/governance.txt
Log:
Add the "governance" directory to ILS-Contrib for rules of governance
Potentially for other documents, as well, but let's start here.
Added: governance/README
===================================================================
--- governance/README (rev 0)
+++ governance/README 2011-03-02 17:42:11 UTC (rev 1254)
@@ -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
+---------------------------------------------------------------------------
Added: governance/governance.txt
===================================================================
--- governance/governance.txt (rev 0)
+++ governance/governance.txt 2011-03-02 17:42:11 UTC (rev 1254)
@@ -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
+|=====================================================================
+
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