OBF Bylaws.html

<h1
id="open-bioinformatics-foundation-obf-bylaws-membership-nomination-to-and-election-of-the-board">Open
Bioinformatics Foundation (OBF) Bylaws: <br/> Membership, Nomination To
And Election Of The Board</h1>
<h2 id="article-i---membership">ARTICLE I - MEMBERSHIP</h2>
<ol type="1">
<li>Any individual, business or organization having an interest in the
objectives of the OBF shall be eligible to apply for membership.</li>
<li>The OBF shall have 2 (two) classes of membership. All members in
good standing are voting members. Members are in good standing if they
meet the membership eligibility requirements and paid their current and
past due membership dues in full.
<ol type="a">
<li>Individual Membership - refers to individuals who are developers or
users of one or more projects under the umbrella of the OBF.</li>
<li>Business Membership - refers to individuals who are the designated
representative of a business that has an interest in the OBF’s
objectives.</li>
</ol></li>
<li>No person shall hold more than one membership in the OBF.</li>
<li>An individual, business, or organization shall have been a member of
the OBF for at least 30 (thirty) days before becoming eligible to
vote.</li>
<li>Dues.
<ol type="a">
<li>The Board of Directors may propose and decide on whether membership
requires paying dues, and the amount of such membership dues.</li>
<li>Any individual, business, or organization qualified for membership
under Article I, Items 2a and 2b shall become a member upon receipt of
an application and upon payment of the first annual dues, if any. Amount
of dues shall be determined on the basis of the membership class.</li>
<li>Dues shall be payable for the first calendar year on admission to
membership and annually thereafter on the first of January.</li>
<li>Dues shall not be prorated.</li>
</ol></li>
<li>No member of the OBF shall be held liable for the debts, obligations
or liabilities of OBF solely because of their membership. Memberships
shall be non-assessable.</li>
<li>Neither membership in the OBF nor any rights of membership shall be
transferred for value or otherwise.</li>
<li>Membership and the rights of membership shall automatically
terminate on receipt of a note of resignation.</li>
<li>In all its activities, the OBF shall not discriminate against any
person on account of race, color, creed, sex, sexual orientation,
national origin, physical disability, marital status, age, or choice of
programming language or operating system.</li>
</ol>
<h2 id="article-ii---meetings">ARTICLE II - MEETINGS</h2>
<ol type="1">
<li>OBF Board Of Directors meetings shall be open to the public and
shall be held at any physical venue, or through an online medium or a
conference call, that can be joined by the public.</li>
<li>Board of Director candidates will be elected at a public meeting of
the Board of Directors.</li>
<li>Special meetings of the Board Of Directors may be called at any time
by a majority of the Board of Directors upon 10 (ten) days notification.
Special meetings will typically not be held in a physical location.</li>
<li>Meeting Notification
<ol type="a">
<li>Notice of Board Of Director meetings shall be emailed to each member
at least 10 (ten) days, but not more than 60 (sixty) days prior to such
meetings. Members must provide an electronic email address to be
notified. Alternatively, the Board may require members to subscribe to
an email list to which this and other Board announcements will be
posted.</li>
<li>In the case of a special meeting, the purpose of the meeting shall
be stated and no other business shall be conducted at said meeting.</li>
</ol></li>
<li>Quorum.
<ol type="a">
<li>In elections involving the general membership, a turn-out of at
least 10% (ten percent) of the voting members shall constitute a quorum
for the purpose of conducting the business of the OBF.</li>
<li>In votes of the Board Of Directors, the presence of the greater of
75% of the board members or 4 (four) directors shall constitute a quorum
for the purpose of conducting the business of the OBF.</li>
</ol></li>
<li>Voting.
<ol type="a">
<li>Each regular member and each business membership is entitled to one
vote (after having become eligible to vote—Article I, Items 4 and 5b) on
each matter submitted to a vote of the members. An individual shall not
vote once as an individual and again as a designated representative of a
member organization or business.</li>
<li>A majority vote shall be required to pass items submitted to the
general membership except in the case of bylaw revisions and removal of
directors (Article III, Item 4).</li>
<li>Voting by proxy shall not be allowed.</li>
<li>Cumulative voting shall not be allowed.</li>
</ol></li>
</ol>
<h2 id="article-iii---board-of-directors">ARTICLE III - BOARD OF
DIRECTORS</h2>
<ol type="1">
<li>The Board of Directors shall consist of President, Vice President,
Treasurer, and additional Board Members at Large. The number of Board
Members at Large is decided by majority vote of the current Board of
Directors and may be proposed by either the general membership or a
Board Member.</li>
<li>Term of Office.
<ol type="a">
<li>The term of office for Directors shall begin after the conclusion of
the Board meeting at which they are elected.</li>
<li>Directors shall serve for a term of 3 (three) years and shall hold
office until their successors’ terms begin.</li>
<li>Directors may be elected to and serve another consecutive term upon
the end of their term of office (see Article IV).</li>
</ol></li>
<li>A majority of Directors shall, at its option, declare the seat of a
Director to be vacant if that Director is absent for 2 (two) consecutive
Board meetings (as defined in Article II), or fails to remain a member
in good standing for a period of more than 4 (four) weeks.</li>
<li>Any Director shall be removed by a 2/3 (two thirds) majority vote of
the Board of Directors.</li>
<li>All resignations from the Board shall be presented in writing,
whether in electronic or paper form, to the Board of Directors.</li>
<li><em>Removed</em>.</li>
<li>The duties for each Board Officer shall be, but are not limited to:
<ol type="a">
<li>President
<ol type="1">
<li>Serve as Chief Executive Officer of the OBF</li>
<li>Preside at all Board and General Membership meetings</li>
<li>Interpret and rule on procedural matters at all meetings</li>
<li>Appoint special committees and committee members as necessary</li>
<li>Assume responsibility for the preparation of agendas for General
Membership meeting</li>
</ol></li>
<li>Vice President
<ol type="1">
<li>Record the proceedings of all meetings and maintain a file of those
minutes</li>
<li>Maintain a file of all OBF business</li>
<li>Prepare meeting minutes for Board meetings (as defined in Article
II)</li>
<li>Maintain a master file of all reports, minutes, correspondence, and
documents</li>
<li>Considered to be the OBF’s Secretary if required by external
parties</li>
<li>Deputise for the President, taking on their role when the President
is unavailable</li>
</ol></li>
<li>Treasurer
<ol type="1">
<li>Monitor all expenditures of the OBF and its committees</li>
<li>Account for all monies received by the OBF and its committees</li>
<li>Provide an annual balance sheet for the OBF and keep the Board
informed as to the fiscal status of OBF.</li>
<li>Prepare an annual budget</li>
<li>Serve in the role of Project Liaison, with the rights and
obligations conveyed by this role, to Software in the Public Interest,
Inc. (SPI), while OBF is an associated project of SPI.</li>
</ol></li>
<li>Board Member(s) at Large
<ol type="1">
<li>Assist the other Board Members as needed.</li>
</ol></li>
</ol></li>
<li>The Board of Directors shall hold at least 1 (one) meeting per year,
at a time and place set by Board members. Additional meetings shall be
called at the discretion of the President or at the written request of a
majority of Board members. Such meetings must meet the requirements set
forth in Article II (see Items 1 and 4).</li>
<li>The Board of Directors may, upon a vote of the majority of the
attending Directors, and provided the quorum is met, adjourn a Board
meeting and reconvene in an Executive Session to discuss and vote upon
personnel matters, litigation in which OBF is or may be involved, and
other matters of business of a similar nature. Only members of the Board
of Directors shall be entitled to attend Executive Sessions. The nature
of any and all business to be considered in the Executive Session shall
first be announced in open, public, session.</li>
<li>Each member of the Board shall have one vote at Board meetings. For
approval ballots, each Board member shall have as many votes as
candidates on the ballot, but cast at most one vote per candidate.</li>
<li>The Board of Directors shall receive no compensation for any service
which may be rendered to the OBF. Since directors receive no
compensation, they shall under no circumstances be personally or jointly
financially liable for any decision made in good faith on behalf of the
OBF.</li>
</ol>
<h2 id="article-iv---nominations-and-elections">ARTICLE IV - NOMINATIONS
AND ELECTIONS</h2>
<ol type="1">
<li>Nominations
<ol type="a">
<li>Nominations for the Board of Directors may be made by the general
membership at any time throughout the year by email to any Board
Member.</li>
<li>The names of Board Member candidates shall be presented to the
general membership prior to holding the election, with at least the same
advance notification period as pertains to public Board meetings (see
Article II, Item 4).</li>
</ol></li>
<li>Elections of officers and Directors shall be held at a public Board
of Directors meeting. Elections to the three Officer positions by the
membership may also be held during a time of no more than the four weeks
leading up to a public Board of Directors meeting. Nominations made at
least 60 (sixty) days prior to a public meeting are eligible for
inclusion on the election ballot at that meeting. This requirement may
be waived by the majority of the Board of Directors.</li>
<li>Voting.
<ol type="a">
<li>Voting for the Board of Directors shall be by electronic or paper
ballot. The President or Vice President shall prepare the ballot of
candidates to be used for the purpose of voting.</li>
<li>Voting shall be by Approval Vote. All nominees will be on the
ballot, and each Director or member may cast as many votes as nominees,
but at most one vote for each nominee. A nominee must receive a majority
of votes (or ‘Yes’ votes) to win a seat. If there are more than one
nominees for an office, or more nominees than seats to fill, the nominee
or nominees with the highest number of votes (or ‘Yes’ votes) win the
seats to be filled.</li>
<li>Only the three Officers (see Article II, Items 2 and 8) may be
elected by the general membership. The Board Members at Large shall be
elected by the Board of Directors.</li>
<li>Ties in elections shall be broken by the President.</li>
<li>Ballots submitted to the general membership shall be secret. Board
of Director votes for Directors shall be secret.</li>
</ol></li>
<li>If a current Board Member at Large is nominated and elected officer,
their previous Board seat becomes vacant and therefore available for
election, unless the Board also decides to reduce the size of the
Board.</li>
<li>Members of the Board of Directors are eligible to vote in their role
as part of the general membership in elections submitted to the general
membership. In such elections, each director has as many votes as any
other member.</li>
<li>Qualifications
<ol type="a">
<li>Nominees or appointees for Director positions (Board Members at
Large) must be voting members of the OBF in good standing.</li>
<li>Nominees or appointees for Officer positions must have been voting
members of the OBF for a minimum of one year, be in good standing, and
have previously served on the Board of Directors for a minimum of one
year.</li>
<li>The Board of Directors may waive qualification requirements at its
discretion by unanimous consent of attending Directors, provided the
quorum is met. If the membership requirement is waived for a nominee,
the nominee automatically becomes a member upon election, and must meet
all requirements to be in good standing within 4 (four) weeks after
election.</li>
</ol></li>
<li><em>Removed</em>.</li>
<li>Paper ballots shall be counted by 2 (two) active members of the OBF
selected by the President. Electronic ballots will be counted
electronically.</li>
<li>Election results shall be recorded and filed in the minutes.</li>
</ol>
<h2 id="article-v---bylaw-amendments">ARTICLE V - BYLAW AMENDMENTS</h2>
<ol type="1">
<li>These bylaws shall be amended by a 2/3 (two-thirds) majority vote of
the Board of Directors at any public meeting of the Board, provided the
quorum is met and that prior written or email notice has been given to
the membership (as in Article II, Item 4).</li>
<li>These bylaws shall be reviewed every 2 (two) years by a special
committee convened by the Board of Directors.</li>
</ol>