Home‎ > ‎Governance‎ > ‎

By Laws

The following are the current bylaws of OSCELOT, as approved by the Board in January 2008

ARTICLE ONE - ORGANIZATION

Section 1 - Name

The name of this corporation shall be OSCELOT. It shall be a nonprofit organization incorporated under the laws of Washington D.C., USA

Section 2 - Seal

The organization shall have a seal which shall be in the following form:

[add image of the Seal of Power]

ARTICLE TWO - PURPOSES AND MISSION

Section 1 - Purpose

OSCELOT is organized exclusively for charitable, scientific and educational purposes. The purposes for which this organization has been organized:

  • To support the educational community in the adoption of open source code software;
  • To provide infrastructure supporting the developers of open source code software for the educational community;
  • To provide infrastructure supporting the users of open source code software in the educational community;
  • To provide open source code and open standards educational resources to the OSCELOT community; and
  • To participate in the development of open standards for educational software.

Section 2 - Mission

The mission of OSCELOT is:

  • To provide a web site which delivers information on the organization and its activities, developments in the standards community, and articles regarding the development, use, and support of open source code solutions for education; and
  • To deliver a web space which houses information, a code repository, and supporting infrastructure for open source code software developers; and
  • To globally support research, collaboration and community building around the use and development of open source code solutions in the education community; and
  • To globally engage in the development, adoption and propagation of open standards for instructional technology, data and information in education and research settings through cooperation and collaboration; and
  • To solicit grants and other funding to permit the development and refinement of OSCELOT, its resources and outreach programs; and
  • To globally promote economic efficiencies for open source development in education and research settings through cooperation and collaboration, leverage of shared investments and innovation; and
  • To engage in such activities permitted to nonprofit organizations under Washington DC Nonprofit statutes or otherwise beneficial to the foregoing purposes.

ARTICLE THREE - MEMBERSHIP

Section 1 - Membership Definition

Membership shall consist of the Board of Directors. Membership for the purpose of this organization (hereinafter referred to as Community Membership) is defined as any individual or representative of any education or research institutions and commercial organizations and institutions public or private who has created an account on the project website. Community Members unless participating on or under direction of any committees or at the request of the Board of Directors which requires such activity do not vote on or otherwise determine the day-to-day operation of OSCELOT or determine policy or direction of OSCELOT.

Section 2 - Community Membership

Community Membership is free of charge or dues, and open to all individuals, education or research institutions and commercial organizations and institutions public or private with programs and missions consistent with the purposes of OSCELOT as set forth in Articles One and Two and may include individuals, colleges and universities, research and development centers, and other nonprofit organizations, and for-profit organizations, provided the individual or organization has goals and purposes consistent with the goals and purposes of and that the individual agrees to abide by those goals and purposes, and the governance policies of OSCELOT, acceptance of which is based on the Community Member's creation of an account on the projects website.

Section 3 - Removal from Community Membership

Any Community Membership may be revoked should it be brought to the attention of the Board of Directors that a Community Member has stepped outside the goals and purposes set forth in Articles One and Two, and/or the general guidelines and governance policies of OSCELOT, or infringed on any licensing policy of projects hosted by OSCELOT. The membership of any Community Member may be terminated by the Board of Directors upon a two-thirds vote of the members of the board present at the meeting at which termination is considered, provided that at least sixty days notice of the intent to consider such action at such meeting has been be given. The Community Member in question shall be given an opportunity to show that their actions are consistent with the purposes of OSCELOT as set forth in Articles One and Two, the general governance policies of OSCELOT or any licensing policy of projects hosted by OSCELOT. Removal of Community Membership does not constitute removal of that Community Member's projects from the OSCELOT community unless such action is required by law or otherwise determined necessary by the Board of Directors.

ARTICLE FOUR - MEETINGS

Section 1 - Annual Meeting

An annual community meeting shall be held online using available technology allowing for attendance by the broadest possible numbers from the community. This meeting shall be held on the second Thursday of August each and every year except if such day be a legal holiday then and in that event the Board of Directors shall revise the day but it shall not be more than two weeks from the date fixed by these bylaws. The secretary will cause to be emailed to every Community Member at his or her address as it appears in the project website directory a notice telling the time and place of such annual meeting.

Section 2 - Special Meetings

Special meetings of this organization may be called by the Board of Directors when they deems it for the best interest of the organization. Notices of such meeting will be emailed to every Community Member at his or her address as it appears in the project website directory at least but not more than 15 days before the scheduled date set for such special meeting. Such notice will state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called. At the request of two thirds membership of the Board of Directors or 60% of the Community Members of the organization the Board shall cause a special meeting to be called but such request must be made in writing at least 30 days before the requested date. No other business but that specified in the notice may be transacted at such special meeting with out the unanimous consent of all present at such meeting.

ARTICLE FIVE - VOTING

Section 1 - Voting

Votes on procedural issues follow the format of 'Lazy Consensus' unless otherwise noted in these bylaws, or determined by a vote of the Board or Executive Committee. If there are more favorable votes than unfavorable ones, the issue is considered to have passed regardless of the number of votes in each category. The specifics of the process may vary from body to body, but the 'lazy consensus' process is considered universal in which case a single supporting +1 and no vetoes is all that is required for the proposal or measure to pass. Binding votes are those cast by the Board of Directors and Officers, and Committee participants, votes cast by others are advisory or indicative only.

Section 2 - Expressing Votes - Lazy Consensus

Votes are represented as numbers between -1 and +1, with '-1' meaning 'no' and '+1' meaning 'yes.' The in-between values are indicative of how strongly the voting individual feels. Here are some examples of fractional votes and ways in which they might be intended and interpreted:

  • +0: 'I don't feel strongly about it, but I'm okay with this.'
  • -0: 'I won't get in the way, but I'd rather we didn't do this.'
  • +1: 'I approve'
  • -1: 'Veto'
  • -0.9: 'I really don't like this, but I'm not going to stand in the way if everyone else wants to go ahead with it.'
  • +0.9: 'This is a cool idea and i like it, but I don't have time/the skills necessary to help out.'

Section 2 - Voting Period

Voting conducted outside of meetings should generally be permitted to run for at least 3 business days to provide an opportunity for all concerned persons to participate regardless of their geographic locations. Individuals on submitting a proposal for voting may at their discretion request an extended voting period to be put into effect on a favorable vote by the voting body.

Section 3 - Voting Process

Voting may take place via email, online, or via voice.

Section 4 - Vetoes

A proposal may be stopped by a -1 vote by a qualified voter. This constitutes a veto, and it cannot be overruled nor overridden by anyone. Vetoes stand until and unless withdrawn by their casters. To prevent vetoes from being used capriciously, vetoes must be accompanied by a justification showing why the proposal should not pass and offering alternative language which would enable a +1 vote. A veto without a justification is invalid and has no weight.

ARTICLE SIX - ORDER OF BUSINESS

Section 1 - Order of Business

a) Roll call.
b) Reading of the minutes of the preceding meeting.
c) Reports of committees.
d) Reports of officers.
e) Old and unfinished business.
f) New business.
g) Good and welfare.
h) Adjournments.

ARTICLE SEVEN - BOARD OF DIRECTORS

Section 1 - Definition

The business of this organization shall be managed by a Board of Directors, hereinafter referred to as the "Board", as the governing and administrative body of this organization.

Section 2 - Purposes and Functions

a) Purposes
The board is responsible for overall policy and direction of the organization, and delegates responsibility of day-to-day operations to committees.

  1. To provide management and oversight of the business and affairs of OSCELOT corporation in accordance with the bylaws and consistent with the mission. This includes management of the corporate assets (including funds, intellectual property, trademarks, support equipment) and allocation of corporate resources to committees and projects.
  2. To provide leadership for the overall organization;
  3. To represent the organization;

b) Functions
The Board shall have the following functions and such other functions as it deems consistent with the Purposes stated in Article II, Section 1 above.

  1. To hire an Executive Director, and hire or appoint a Secretary and Treasurer and to determine the conditions of their appointments and to appoint conference chairs and program committee chairs for each conference.
  2. To approve the appointment of other committees or subcommittees formed. Such committees or subcommittees will have a one year life cycle which may be extended annually as needed.
  3. To report promptly to membership on important actions taken by the board, and to make all agendas and minutes (except for executive session minutes) to be available to all members of the larger community in a timely fashion.
  4. To approve the employment of necessary staff, purchase of supplies and equipment, and publication of such materials as necessary.
  5. To approve the receipt and disbursement of funds on behalf of OSCELOT
  6. To make interim appointments to vacancies on the Board if the By-Laws so allow.

Section 3 - Board size and compensation

The board shall have not more than 21, but not fewer than 7 members including the officers of the organization. The board receives no compensation other than reasonable expenses as determined by the board and as permitted to nonprofit organizations under Washington DC Nonprofit statutes.

Section 4 - Terms

All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.

Section 5- Meetings and notice

The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance.

Section 6- Board elections

During the last quarter of each fiscal year of the corporation, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.

Section 7 - Election procedures

New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.

Section 8 - Quorum

Attendance of two-thirds of the total membership of the Board or Executive Committee shall constitute a quorum for Board or Executive Committee meetings. All matters of business may be voted on using the Lazy Consensus rule unless a request for a majority rule process is submitted and passed by the Board or Executive Committee two weeks prior to majority rule voting on the proposal.

Section 9 - Officers and Duties

There shall be four officers of the board, consisting of a chair, vice-chair, secretary and treasurer. Their duties are as follows:
The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary,
treasurer.
The vice-chair shall chair committees on special subjects as designated by the board.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.

Section 10 -Vacancies

When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.

Section 11 - Resignation, termination, and absences

Resignation from the board must be in writing and received by the secretary. A board member may be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 12 - Special meetings

Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.

ARTICLE EIGHT - OFFICERS

Section 1 - Officers

The officers of the organization shall be as follows:

  • President
  • Vice President
  • Secretary
  • Treasurer

 

Section 2 - Duties of the President

The president shall reside at all membership meetings, by virtue of the office be chairperson of the Board of Directors, present at each annual meeting of the organization an annual report of the work of the organization, appoint all committees, temporary or permanent, see that all books, reports and certificates as required by law are properly kept or filed, be one of the officers which may sign the checks or drafts of the organization, and have such powers as may be reasonably constructed as belonging to the chief executive of any organization. The president serves as the executive director and as such is selected by the board. The executive director has day-to-day responsibilities for the organization, including carrying out the organization's goals and policies. The executive director will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary.

Section 3 - Duties of the Vice President

The vice president shall in the event of the absence or inability of the president to exercise his or her office become acting president f the organization with all the rights, privileges and powers as if he or she had been duly elected president.

Section 4 - Duties of the Secretary

The secretary shall keep the minutes and records of the organization in the appropriate books, file any certificates required by any statute, federal or state, give and serve all notices to members of the organization, be the official custodian of the records and seal of the organization, be one of the officers required to sign checks and drafts of the organization, present to the membership at any meetings any communication addressed to the secretary of the organization, submit to the Board of Directors any communication addressed to the secretary of the organization, attend to all correspondence of the organization and exercise all duties incident to the office of the secretary.

Section 5 - Duties of the Treasurer

The treasurer shall have care and custody of all monies belonging to the organization, be solely responsible for such monies or securities of the organization and be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it necessary for the treasurer to sigh the checks issued upon it The treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such a report shall be physically affixed to the minutes of the Board of Directors of such meeting and shall exercise all duties incident to the office of the treasurer.

Officers by virtue of their office are members of the Board of Directors. No officer or director shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be constructed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

ARTICLE NINE - SALARIES

Section 1 - Salaries

The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the organization.

ARTICLE TEN - COMMITTEES

Section 1 - Committee formation

The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board Chair may appoint committee chairs.

Section 2 - Executive Committee

The four officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the Board in the intervals between meetings of the board of directors, and is subject to the direction and control of the full Board.

Section 3 - Finance Committee

The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public.

ARTICLE ELEVEN - AMENDMENTS

Section 1 -Amendments

These bylaws may be altered, amended, repealed, or added to when necessary by an affirmative vote of not less than a two-thirds majority of the Board. Proposed alterations, amendments, repeals, or additions must be submitted to the secretary to be sent out with regular board announcements 60 days prior to the meeting at which said proposed alterations, amendments, repeals, or additions will be discussed and voted on by the Board of Directors.

CERTIFICATION

These bylaws were approved at a meeting of the Board of Directors by a two-thirds majority vote on January 24, 2008.