[adhoc] governance protocol

Folks,

Old (May, 2004) and new (March 31, 2005) versions of the ADHO
governance protocol can be found at:

http://www3.isrl.uiuc.edu/~unsworth/adhoframe.html

Typos have been silently corrected; other changes are indicated in red
(for those proposed after the December, 2004 meeting of the ALLC
executive committee), in green (for those proposed as a result of
Harold Short and John Unsworth's comparison and review of old and new
versions, in March 2005) and in blue (for those suggested in the course
of Steering Committee discussion in April 2005--if something appears in
blue, it may mean that it follows from a decision already make, or it
may mean only that it has been proposed for discussion). The older
(right-hand) version also shows, with strikeouts, material that is
proposed to be dropped from the earlier version.

Discussion of these proposed changes is open to all subscribers of the
adhoc list, not only to voting members, so please do have a look and
participate, whether or not you will vote in the end.

Some changes worth noting:

1. References to "governing board" have been replaced throughout by
"steering committee" which is what we now call ourselves. The
substantive change behind this is that we have backed away from
supposing that in order to proceed we must agree that the steering
committee must also be the governing board of the charity (ALLC). That
governing board is now identical to the executive committee of the
scholarly society, and will remain so. This means that ACH will not,
in any sense, own the journal to which it contributes through
membership, but only receives income from it. It also means that the
steering committee, when it makes decisions about what to do with
income from the journal, is operating on authority delegated by the
Charity. Harold needs to check with legal counsel to make sure that,
in this respect and in others, the current governance protocol doesn't
conflict in some way with the ALLC charity's bylaws, and this advice
should be received before the vote is called for from the executives,
because we don't want the ALLC exec to be in a position of voting
something that conflicts with their bylaws. The ACH ownership issue
explains, also, why Harold and I thought it wise to add section I.3,
which stipulates the financial terms that apply when a contributing
organization leaves ADHO. This is modeled on the 'goodwill buyout'
clause in the OUP contract with ALLC, and it attempts to provide a
formula that would recognize contributions to the common enterprise
without providing an incentive to add in and then quickly leave, and
without setting terms that would allow a departing organization to
break the bank or hold the other organizations hostage in some way.

2. Strikeouts in the right-hand (older) document, and the smaller
number in the newer left-hand document, are generally in the interest
of not overspecifying, and leaving it up to the steering committee to
decide procedures, or to decide on a case-by-case basis how to proceed.
  In section II.7, we have reduced the specification of duties for the
appointed chairs and committees (publications, conferences, membership
services), in this same spirit--we believe these will be worked out in
practice, or (in the case of the conference chair) they are already
specified in some other protocol, and we don't want to worry about
keeping the specifications in sync in two different places.

3. Section II.6 takes a stab at stipulating the steering committee's
normal voting procedure, based on the principle of a simple majority.
If we have five members (one presumably being added to the four we now
have, to represent COCH-COSH), then a tie should not be possible, with
all members voting--but we may wish to add a tie-breaker clause, or in
other ways provide the chair with a remedy if a majority of the voting
members does not cast a vote within the allotted time.

4. Section IV, on Finances, imagines that the Steering Committee might
seek other income beyond subscription (for example, grants), and it
stipulates that we'll account for the costs of joint activities (like
publishing) before income is distributed to member organizations, and
it stipulates that deficits and surpluses arising from joint activities
will be shared on same terms as subscription income is shared
(specified in IV.4). This section does for the first time say that
income distribution is on a geographical basis, presumably because we
need some means of deciding how we distribute institutional income, as
well as the income from individual members.

5. In section V.2, the most recent version of the document stipulates
that membership income from those who elect to belong to more than one
regional chapter will be shared equally among those chapters.

Those seem to me to be the major points, but others may want to bring
up additional points--at least this should allow us to get started
discussing the governance protocol.

John

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Received on Tue Apr 12 2005 - 18:06:14 EDT