Paper 1

Key Components of Sakai Software Foundation Governance (ByLaws):

Sakai is community source not open source. The code is "open" in the traditions of open source but the process is much more managed and skewed to representing the interests of the member institutions. Participants from anywhere are welcome and contributions may be rewarded with additional responsibility and authority but only institutions are enfranchised.
The Board leads and guides SSF, but is designed to be light and flexible and operate with the full authority of the membership. They have the power to hire, fire, appoint and rescind a variable number of staff positions necessary to the welfare of the project. They are subject primarily to constraints of budget and votes of "no confidence" or "recall" by the general membership. The only two things the board can't do without the membership's approval are¿ 1) appoint Board Members and 2) change the dues.
Under the direction of the Board individual participants may be given elevated status to manage either portions of the code (e.g. committer) or functions and tasks (project lead for the Discussion Tool or Chief Analyst for Quality Assurance). These positions may be any combination of paid staff, totally voluntary or seconded by their institution.

Initial membership will be the membership of SEPP plus the founding institutions at the time of formation. Thereafter Institutional Membership will

open to any individual
have 2 classes¿ technical/developer and utility/functionality
no cost
Individual participants may be elected/selected to additional roles including code management functions, project management roles and to the Board Corporate Affiliate Membership
be open to any Organisation supplying goods or services to the higher education sector
require nomination by an institutional member and ratification by simple majority of existing institutional membership
require payment of a subscription
representatives of Corporate Affiliate Members may be elected to the Board

The Board will be composed of no less than 5 and no more than 7 Directors.
One third of the Board will be reelected each year (3 year term for Directors) and a Director may be removed or recalled by a 2/3 vote of Institutional Members
Directors will not be compensated for their role.

Nominations for election to Board vacancies can be made by any member (institutional or corporate affiliate)
Voting will be conducted at either of the two semiannual meetings as necessary. One institutional member, one vote
Any participant is eligible for nomination and election

Meet no less than twice a year in conjunction with the semiannual conferences
Provide the membership with a report no less than annually of the state of the project and it's finances
All other business of the Board may be conducted at its discretion (e.g. electronically) with a simple majority of the Board being enough to carry any decision.
The Board will publish sufficient records of its proceedings and decisions as necessary to ensure members have timely access. Records as a minimum will include the recording of votes/actions taken and the vote of each member of the Board on the issue.