1. Name, Purpose, and Responsibilities

1.1. Name

The name of the organization is Evergreen Oversight Board (hereafter, “Board”).

1.2. Purpose

  1. The Board is the executive team of the Evergreen software project (hereafter, “Project”) that makes guiding decisions and leads the project forward.

  2. 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.

  3. The goal of the Board is to :

    1. promote, support, and advance the development of the Evergreen software;

    2. support and facilitate the growth of the international community of Evergreen users; and

    3. 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.

1.3. Responsibilities

The issues discussed by the Board generally fall into these categories:

  1. Issues escalated from a committee or other subgroup in the Project that has reached an impasse but requires a decision by informed consensus;

  2. Issues that do not fall into the purview of any of the established committees or other subgroups, but requires a decision by informed consensus;

  3. 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,

  4. Sensitive legal or personnel issues which require research and discussion to protect the interests of the Project.

2. Evergreen Oversight Board

2.1. Authority

  1. 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.

2.2. Compensation

  1. Board members shall serve without compensation.

2.3. Composition

  1. The Board shall consist of nine members.

2.4. Term

  1. The term of each Board member is three years.

  2. At the end of the Evergreen Conference for a calendar year, the term of outgoing Board members will end and the term of incoming Board members will begin. If no Evergreen Conference is held during a calendar year, terms will begin and end at midnight EDT on April 30.

  3. 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.

2.4.1. Elections

  1. Each year, the Board shall review and promulgate procedures for nominating and electing new Board members. If no changes to the procedures are to be made, the Board shall follow the procedure established the previous calendar year. Nominations may be made by any individual who has contributed to Evergreen or who is employed by an institution that runs Evergreen.

  2. Each year, the Board shall undertake the electronic collection and counting of votes for the Board election using a documented voting platform that is widely accessible to the Evergreen community. Election processes should begin 6 weeks prior to the annual conference or April 1st, whichever comes first. No less than one full week shall be set aside for voting. All voting, including officer elections must be completed prior to the first day of the Evergreen Conference.

Newly elected officers will take office at the end of the Evergreen Conference for that calendar year. If no Evergreen Conference is held during a calendar year, office terms will begin and end at midnight EDT on April 30. Officers rotating off the Board leave office at the end of the Evergreen Conference for that calendar year or midnight EDT on April 30 if no Evergreen Conference is held in that calendar year.

2.5. Officers

  1. The Board shall nominate and elect the following officers whose duties shall include, but may not be limited to the following:

    1. 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.

    2. 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.

    3. 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.

  2. One Board member shall be the official representative to the Fiscal Sponsor.

  3. 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.

  4. 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.

  5. 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.

  6. 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.

2.6. Meetings and Notices

  1. 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.

  2. Special meetings of the Board may be called by the Chairperson, the Vice Chairperson, or any three (3) Board members.

  3. 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.

  4. The meeting minutes of each regular and special meeting shall be posted publicly and promptly on the Project website.

2.7. 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.

2.8. 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.

2.9. Removal and Resignation

  1. 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.

  2. 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.

  3. 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.

  4. 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.

2.10. 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 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.

3. Ad-Hoc Event Committees

The Oversight Board shall create ad-hoc committees and task forces as necessary to co-ordinate events including, but not limited to, conferences and seminars. Such committees and task forces shall have the power and duties to create plans, budgets and materials.

Such a committee shall submit a budget to the board for approval prior to implementing their assigned event. Upon approval of the budget, by the Oversight Board, and for the duration of the committee’s task, the committee shall have the power to implement plans and create materials. The SFC shall be directed to work with designees of the committee to execute transactions within the constraints of the approved budget without the need for further intervention by the board. The committee will report to the Oversight Board on a monthly basis for the purpose of review and input.

4. Amendments

  1. These Rules of Governance may be amended by an affirmative vote of at least two-thirds (2/3) of the Board.

  2. 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.

5. 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.

6. Certification

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

7. 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.

8. Appendix A — Board cohorts

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

9. 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.

9.1. 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;

10. Appendix C — Evergreen Conflict of Interest Policy

10.1. 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.

10.2. 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.

10.3. 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.

10.4. 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.

10.5. 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.

10.6. 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 _