The name of the organization is Evergreen Oversight Board (hereafter, “Board”).
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 of 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 :
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.
While this Oversight Board is a member of a fiscal sponsor, the terms of the Fiscal Sponsorship Agreement with the fiscal sponsor shall prevail if any discrepancies are found between these Rules of Governance and the Fiscal Sponsorship Agreement.
The issues discussed by the Board generally fall into these categories:
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.
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.
Board members shall serve without compensation.
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)
Any "significant and sustained" contributor to Evergreen is eligible for a seat on the Oversight Board. Contributions may include:
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.
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.
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.
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.
The Board shall nominate and elect the following officers whose duties shall include, but may not be limited to the following:
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.
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 Board 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.
One Board member shall be the official representative to the Fiscal Sponsor.
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 Board. 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.
Regular meetings of the 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 seventy-two (72) 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.
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.
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.
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.
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 Board. 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.
By the end of the 2012 Evergreen International Conference or 30 April 2012, whichever comes sooner, the Board will have promulgated rules of governance for this Board and the Evergreen Project to be presented for approval by the general membership of the Evergreen Project during the conference. At that same time, the board will designate at least 1/3 of its seats to be filled by general election at the 2012 conference. The board will also hold new elections for the board officers at that time.
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.
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.
The foregoing Rules of Governance were approved by an affirmative majority vote of the Evergreen Oversight Board on April 29, 2011.
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.
| Name | E-Mail Address | Affiliation |
|---|---|---|
Lori Ayre |
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Jim Corridan |
Indiana State Library |
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Galen Charlton |
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Tim Daniels |
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Stephen Elfstrand |
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Elizabeth McKinney |
Georgia Public Library Service |
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Michele Montague |
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Dan Scott |
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Amy Terlaga |
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Steve Wills |