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Articles of Governance

Articles of Governance set the rules for how organizations like ours are run.

Article 1. Name

  1. The name of the project is OA.Works.

Article 2. Purpose

  1. OA.Works’ vision is a just and kind information age.
  2. OA.Works’ mission is to build powerfully simple Open Access tools.

Article 3. Structure

  1. OA.Works operates as a fiscally sponsored project of Code for Science & Society, a US 501(c)(3) non-profit incorporated in the state of Delaware.
  2. OA.Works is bound by the terms of its fiscal sponsorship agreement and the bylaws of Code for Science & Society.

Article 4. Advisory Committee

Section 1. Powers

  1. All activities of OA.Works will be conducted under the authority of the Advisory Committee.
  2. The Advisory Committee has the power to dictate all activities and affairs of OA.Works through a vote.
  3. The Advisory Committee can delegate any powers to subcommittees or individuals.
  4. All decisions of the Advisory Committee are subject to review and approval by the Board of Directors of Code for Science & Society, and must be consistent with the OA.Works and Code for Science & Society Fiscal Sponsorship Agreement.
  5. Following the terms of the Code for Science & Society Fiscal Sponsorship Agreement, the Advisory Committee has the power to end OA.Works’ agreement with Code for Science & Society and move the project to another non-profit organization or set up a standalone non-profit.

Section 2. Voting

  1. The following items require an anonymous vote:
    1.1. Appointment, changes to compensation, or dismissal of the OA.Works Executive Director
    1.2. Appointment, renewal, or dismissal of the Advisory Committee chair
    1.3. Appointment, renewal, or dismissal of an Advisory Committee member
    1.4. Approval of stipends given to Advisory Committee members

  2. The following items require a recorded vote:
    2.1. Changes to Articles of Governance
    2.2. Changes to licensing of outputs (e.g. code)
    2.3. Changes to OA.Works products and services pricing
    2.4. Approval of the organization's budget, and any non-budgeted expenditure over 10% of revenue
    2.5. Approval of Advisory Committee meeting agendas, notes, and minutes
    2.6. Changes to OA.Works’ structure (see Article 3)

  3. Advisory Committee members can propose a vote on any OA.Works matter.

  4. Advisory Committee members can propose voting anonymously.

  5. Votes can be proposed by any member of the Advisory Committee in meetings or over email. They should state the matter to be voted on in writing.

  6. Votes can be held in meetings or asynchronously.

  7. Votes require more than 50% of members (majority) to take part (quorum) to be valid.

  8. Advisory Committee members can choose to take part by abstaining from voting. Abstentions are recorded and counted towards quorum.

  9. Items pass if more than 50% of votes are cast in favour.

  10. Advisory Committee members will abstain from voting on their own appointment, compensation, or dismissal, or on any issue where there is a real or perceived conflict of interest.

  11. Advisory Committee members will not be counted towards quorum in asynchronous votes if they do not vote, and their absence has either been confirmed in writing prior to the vote, or an out-of-office is received.

Section 3. Composition

  1. The Advisory Committee will have:

    1.1. at least three members,
    1.2. less than 50% of members are paid by OA.Works,
    1.3. at least 50% of members identify as working in, or in service of, libraries,
    1.4. An Advisory Committee chair.

  2. Advisory Committee members serve three-year terms, renewable indefinitely.

  3. Advisory Committee members can resign at any time for any reason by writing to the chair or Advisory Committee.

  4. The Executive Director is not a member of the Advisory Committee. They should participate in Advisory Committee discussions as appropriate for informed decision making.

Section 4. Roles

  1. The Advisory Committee Chair high-level responsibilities include:

    1.1. Leading the Committee in its governance functions.
    1.2. Setting priorities for the Committee.
    1.3. Running meetings.
    1.4. Providing oversight of the Executive Director including an annual review of the Director's performance.
    1.5. The Advisory Committee Chair can serve three-year terms, renewable indefinitely.

  2. Advisory Committee members' high-level responsibilities include:

    2.1. Centering the interests of OA.Works’ values and community in their committee work.
    2.2. To the best of their abilities, taking part in discussion,committee work, and specific roles as assigned by the committee.

  3. Subcommittees will have their responsibilities, powers, duration, and membership defined as needed.

Section 5. Meetings

  1. The OA.Works Advisory Committee will convene at least once per calendar year.
  2. Any Advisory Committee member, at any time, can call a meeting.
  3. Any Advisory Committee member, at any time, can call a meeting without the OA.Works Executive Director or other team members present.
  4. Minutes from Advisory Committee meetings will be published on our website and preserved in a web archive.

Section 6. Conflicts of interest

  1. Advisory Committee members and the Executive Director must publicly disclose any action, position, or interest that could give rise to real or perceived conflicts of interest.
  2. The Advisory Committee must document how a conflict was handled.

Section 7. Review

  1. At least every year, the Advisory Committee will review the Articles of Governance.

Updates

Established: July 11th 2023
Last reviewed: August 14th 2024
Last updated: October 31st 2024