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Comment: Migrated to Confluence 4.0

NEW Version of Bylaws, V0.7 attached to this page. These are the new bylaws modified to reflect the first Sakai bylaws poll and the comments and discussion to date. I'm posting them first as a MSW doc with the revision tracking left in (you can see the change history by choosing to within the word doc app). I (or maybe Clay, he's done a geat job of this, hint) will update the confluence pages, but right now the MSW doc is canonical. JH

Sakai Foundation Incorporation Timeline - I think that, given the high level of agreement that we found in the first bylaws poll and that has been evident in the discussion and comments around the bylaws, that we don't need a second poll right now. We had one in the timeline doc that I sent around (attached below) to refine any remaining major points of disagreement, but right now we don't seem to have any that are major. Please review the latest bylaws (V0.7) posted below and tell me if there are any issues that you would like to have the community polled on. We discussed this in the governance phone call yesterday and the consensus was that we should move ahead. We will probably talk about this at today's call too - 812-856-3600, Pass code 000816, 12noon eastern (GMT -4), all welcome, and we'll continue these calls for next week too. The discussion around the bylaws will always be open, and we can revisit, refine and redo as we see fit as we go along. For now, we move forward with the community understandings we have developed to date. JH

First Bylaws Poll Results find the results of the first bylaws poll here.

Weekly Phone Discussion at 317-278-8167. Every week for the next 6 weeks we'll be holding an open phone call for discussion of the Sakai Foundation Bylaws. The time is Wednesday 1pm to 3pm eastern (GMT -4). JH

Discussion Document
Draft

A new version of the Draft Sakai Foundation Bylaws, version 0.6, is posted as an MSWord attachment on this page (scroll down to see it). It was posted on September 6th and reflects the most recent conversations with counsel. The changes include modifications to section 6.10 (now section 6.11) requiring unanimous consent to decisions made by the board in lieu of a meeting, as required by Michigan corporation law. Section 6.12 was moved to become 6.10 for readability. In section 7.2 the Chair and ViceChair are also called President and VicePresident, again to match up with legal practice. Section 6.3b now requires the board meet at least twice a year, again legally required, and a good idea. And in section 6.1, the board is defined as the "governing" as well as the "administrative" body of the Sakai Foundation. That also reflects legal practice and the document's intent. 12.2 now requires that those with check signing ability for the foundation be bonded. Some other typos were fixed. More language changes may come as the lawyers suggest things. A revision based on the discussion here (some suggestions have been made for cleaning up the mission statement in section 3.2, for instance) will be put up early next week. I don't think any of these changes in version 0.6 or those suggested for the mission statement affect the options in Article VI that have been the focus of most all of the discussion. JHardin

BYLAWS of the SAKAI FOUNDATION

ARTICLE I Name

1.1 The name of the Corporation is the Sakai Foundation.

ARTICLE II NonProfit Operation

2.1 The purpose for which the Sakai Foundation (Sakai) is formed is exclusively for educational, scientific, research and other similar nonprofit purposes, as contemplated by Section 501(c)(3) of the Internal Revenue Code of 1986 (any reference herein to any provision of such Code shall be deemed to mean provisions as now or hereafter existing, amended, supplemented, or superseded).

ARTICLE III Purposes and Mission - - - Article III Discussion Page

3.1 Purpose. The Sakai Foundation is dedicated to the design and development of collaborative, open source code, software efforts that are targeted at supporting education, research and related scholarly activities.

3.2 Mission. The mission of Sakai is:
a) To deliver the Sakai application framework and associated collaboration, research, and teaching and learning environment tools and components that are designed to work together for education course management, research support and various forms of collaboration;
b) To support research, collaboration and community building around the Sakai application framework and associated research and learning environment tools and components that are designed to work together for education course management, research support and various forms of collaboration;
c) To solicit grants and other funding to permit the development and refinement of the Sakai application framework and associated research and learning environment tools and components that are designed to work together for education course management, research support and various forms of collaboration;
d) To promote economic efficiencies for IT in education and research settings through cooperation, leverage of shared investments and innovation.
e) To engage in such activities permitted under the Michigan Nonprofit Corporation Act incident or beneficial to the foregoing purposes;
f) To serve as an effective voice for open and community source software for research, collaboration, and teaching and learning environment efforts in education.

ARTICLE IV Qualification and Application for Membership - - - Article IV Discussion Page

4.1 Membership. Membership in Sakai is open to academic and research organizations and commercial organizations and institutions with programs and missions consistent with the purposes of Sakai as set forth in Articles II and III and may include colleges and universities, research and development centers, membership organizations, and other nonprofit organizations, and for-profit organizations, provided that applications for membership must show that the organization:
(a) has goals and purposes consistent with the goals and purposes of the Sakai Foundation to the satisfaction of a majority of the Sakai Board members present at the meeting at which the applicant's membership is considered, based on the applicant's application, bylaws, mission statement, and similar evidence,
(b) agrees to pay membership fees and dues as specified by the Sakai Board, and
(c) designates an Organizational Representative to the Sakai Foundation
1. Organizational Representatives serve at the pleasure of their organizations, and may be changed by their organization at any time, with 30 days notice to the Sakai Board

4.2 Applications. Applications for membership shall be forwarded to the Executive Director under the signature of an appropriate administrative officer of the institution or organization seeking membership and shall include a description of the institution's or organization's present programs and future plans in support of education and research related to open source code software development and efforts to support collaboration, education and research software. The application must describe how the institution will contribute to the objectives of Sakai and should include descriptions of any relevant programs, research, commercial offerings, community offerings and public service activities contributing to the advancement of open source code software for education and the broader Sakai Community. Members are subject to a review of these qualifications every year.

4.3 Removal from Membership

An institution or organization shall cease to be a voting member upon failure to pay dues and shall be dropped from the membership roster upon failure to pay dues by the end of the membership year. The membership of any member may also 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 must be given. Additionally, all members are subject to review of their qualifications every year. Evidence that the institution or organization continues to meet the membership qualifications must be presented to the Board of Directors or its delegate. If the member no longer meets the qualifications in the view of the Board of Directors, the member shall be given an opportunity to show that it continues to meet the qualifications. If it cannot do so, its membership shall be terminated at the end of the year. Any gap in membership status, whether for failure to pay dues, resignation, or otherwise, requires payment of the annual membership fee before reinstitution.

ARTICLE V MEMBERSHIP MEETINGS

5.1 Meetings of the Sakai Members shall be held annually, at least, with the dates and places selected by the Board of Directors, to coincide with the Sakai Conferences. Special meetings may be convened by the Board of Directors or at the written request of one-third of the member institutions to consider matters of extreme importance. A meeting agenda shall be distributed prior to meetings.

ARTICLE VI BOARD OF DIRECTORS - - - Article VI Discussion Page

6.1 Definition

The Sakai Board, hereinafter referred to as the "Board," is the governing and administrative body of the Sakai Project.

6.2 Purposes and Functions

a) Purposes
1. To provide leadership for the overall project;
2. To represent the project;
3. To establish and maintain the processes of coordination determined to be necessary to support the development and release of the Sakai software;
4. To act as a 'court of final appeal' for Discussion and Work Groups of the Sakai Project.

b) Functions

The Board of Directors shall have the following functions and such other functions as it deems consistent with the Purposes stated in Article VI, Section 6.2(a) above.
1. To appoint an Executive Director, 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 by the Board of Directors. Such committees or subcommittees will have a life of one year which may be extended annually as needed.
3. To appoint the chair and vice-chair of standing committees of the Board.
4. To review standards and processes for admission to membership in conformance with the Bylaws and to review and approve applications for membership.
5. To report promptly to membership on important actions taken by the board.
6. To approve the employment of necessary staff, purchase of supplies and equipment, and publication of such materials as necessary.
7. To receive and disburse funds on behalf of the Foundation
8. To make interim appointments to vacancies on the Board of Directors if the By-Laws so allow.

6.3 Board Size, Meetings

a) The Board shall consist of not less than five (5) and not more than nine (9) members.

b) Meetings of the Board

The Board of Directors shall meet at least twice a year at such times and places as designated by the Chair. The Chair or any three members of the Board may call a meeting of the Board.

6.4 Nomination of Board Members

Options:
(a) Anyone may be nominated to stand for election to the Board

(b) Only Organizational Representatives may be nominated to stand for election to the Board

(c) Only staff or employees of member organizations may be nominated to stand for election to the Board

6.5 Vacancies

Options under a) or c) in 6.4, above:
1) If an individual elected to the Board is incapacitated or resigns, then that Board seat becomes vacant and remains so until the next election
2) If an individual elected to the Board is incapacitated or resigns, then that Board seat becomes vacant and remains so until an interim election is held, which is to be held within 2 months
3) If an individual elected to the Board is incapacitated, or resigns, the Sakai Board may appoint an individual to the Board for the remainder of that person's term

Options under b) above:
1) An Organizational Representative elected to the Board may be replaced by another Organizational Representative from the same member organization, at the discretion of the member organization. Thus, if an Organizational Representative elected to the Board resigns or is incapacitated, or leaves their member organization, then that member organization shall assign a replacement for the Board seat.
2) If an Organizational Representative elected to the Board resigns or is incapacitated, or leaves their member organization, then that Board seat becomes vacant and remains so until the next election
3) If an Organizational Representative elected to the Board resigns or is incapacitated, or leaves their member organization, then that Board seat becomes vacant and remains so until an interim election is held, which is to be held within 2 months.
4) If an Organizational Representative elected to the Board is incapacitated, or leaves their member organization, the Sakai Board may appoint an interim Organizational Representative of their choosing to the Board.

6.6 Voting for Board Membership

Options:
(a) Each member organization's Representative shall have a vote in the elections for Board Members.

(b) Each member organization's Representative from those organizations that have adopted Sakai as the main campus CLE and commit effort to developing and sustaining Sakai shall have a vote in the elections of Board Members.

(c) Each member organization's Representative from those organizations that make a credible commitment to deploy and/or to commit effort to developing and sustaining Sakai shall have a vote in the elections of Board Members.

6.7 Board Composition

Options:
(a) Board composition is determined by the Board elections, i.e., there are no restrictions on Board composition
(b) At least 90% of the Board must be composed of Organizational Representatives
(c) At least 90% of the Board must be composed of staff or employees of member organizations
(d) Organizational Representatives, or staff, of commercial members (currently called "Commercial Affiliates") may compose at most 30% of the Board

6.8 Quorum

A majority of the entire membership of the Board of Directors as fixed in these Bylaws shall constitute a quorum for the transaction of any business. In the absence of a quorum, a majority of those members present may adjourn the meeting. When a quorum is once present to organize a meeting, it is not broken by the subsequent departure of one or more directors from the meeting, provided that at least one third of the board is present at all times. The affirmative vote of a majority of the members present at a Board meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the Board, except as a larger vote may at any time be otherwise specifically required by Michigan Nonprofit Corporation Law, the Articles of Incorporation, or these Bylaws.

6.9 Notice

At least ten days' notice shall be given to each Director of a regular meeting of the Board of Directors. A special meeting of the Board of Directors may be held upon notice of five days. Notice of a meeting of the Board of Directors shall specify the date, time, and place of the meeting, but need not specify the purpose for the meeting or the business to be conducted. A Director may waive notice of any regular or special meeting of the Board of Directors by written statement filed with the Board of Directors, or by oral statement at any such meeting. Attendance at a meeting of the Board of Directors shall also constitute a waiver of notice, except where a Director states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.

6.10 Telephonic meetings

The Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment through which all members participating in the meeting can speak to and hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. This includes online communication methods other than telephone at the board's discretion.

6.11 Unanimous Consent, in lieu of meeting

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, provided 2/3 members consent in writing or electronically and set forth in the same message the action or decision taken or made. Consent in such fashion shall have the same force and effect as a meeting vote, and may be described as such in any document executed by or on behalf of the corporation.

6.12 Compensation

Members of the Board of Directors other than officers and employees shall receive no compensation for their services but, by resolution of the Board, may be reimbursed for expenses incurred while acting on behalf of the corporation.

6.13 Executive Committee

By a vote of the majority of all the Directors (Board Members) in office, the Board of Directors may designate an Executive Committee consisting of the Chair, Vice-Chair and one other board member which shall have authority to act for the Board of Directors in between meetings of the full Board. The Board of Directors may designate one or more of the Directors as alternate members of the Executive Committee, who may replace any absent or disqualified member at any meeting of the Committee upon the request of the Chair. Vacancies in the Executive Committee shall be filled by the Board of Directors at a regular or special meeting.

ARTICLE VII OFFICERS

7.1 Number

The officers of the corporation shall be a Chair, Vice-Chair, Executive Director, Secretary, and Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The duties of any such officers and assistant officers shall be fixed by the Board of Directors, or by the Chair if authorized to do so by the Board of Directors, but to the extent not so fixed, shall be those customarily exercised by corporate officers holding such offices.

7.2 Chair and Vice-Chair

The Chair, who shall serve as President, and Vice-Chair, who shall serve as Vice-President, shall be elected by the Board by majority vote. They shall normally serve one year. They may be re-elected. The term of office of either officer shall terminate upon the effective date of his or her resignation; upon his or her death; or upon a majority vote of the Board to remove him or her from office. Any vacancy created thereby shall be filled by the Board of Directors from among its members. The Vice-Chair shall serve as Chair whenever the Chair is unable to so serve.

7.3 Executive Director

The Executive Director position, when vacant, may be filled on an interim basis by appointment of the Chair to the position. A permanent Executive Director shall be selected by majority vote of the Board of Directors from among applicants for the position. Such applicants shall be solicited from the membership institutions, or elsewhere at least two months prior to filling of the vacancy. The Executive Director serves at the pleasure of the Board.

7.4 Treasurer and Secretary

The offices of Treasurer and Secretary shall be filled by appointment of the Board of Directors. The Treasurer and Secretary, who may but need not be members of the Board of Directors, shall serve one year terms. The term of office may be changed from time to time by the Board. An individual may serve as Treasurer or Secretary for succeeding terms without limitation, and one individual can hold both offices. The term of office of Treasurer or Secretary shall terminate upon the effective date of his or her resignation submitted orally or in writing to the Board of Directors; upon his or her death; or upon a majority vote of the Board to remove him or her from office. Any vacancy created thereby shall be filled by the Board of Directors.

ARTICLE VIII OFFICES

8.1 The principal office and registered office of the Sakai Foundation shall be located in Ann Arbor, Michigan.

ARTICLE IX STANDING COMMITTEES

9.1 The standing committees are those committees that operate on a continuing basis. They may be created and disbanded at the desire of the Board. They will be reviewed on an annual basis.

ARTICLE X AMENDMENTS

10.1 The Bylaws or the Articles of Incorporation may be amended in whole or in part by a two-thirds majority vote of the Board of Directors except as otherwise specified for special circumstances in these Bylaws or provided by Michigan law. Amendments may be proposed by any Organizational Representative to the Board of Directors. The Board shall circulate the proposed amendment to all Organizational Representatives, and publish it to the public, for discussion, at least thirty days prior to vote. In addition, all amendments must be discussed at a Board meeting prior to the one at which they are voted on by the Board.

ARTICLE XI PUBLICATIONS

11.1 The Board of Directors shall prepare an annual report of activities and such special bulletins and reports as are deemed necessary.

Article XII CONTRACTS, CHECKS AND DEPOSITS

12.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation who are not specifically so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; provided that such authorization shall be confirmed by written resolution.

12.2 Checks. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. Those who have check signing ability for the corporation shall be bonded.

12.3 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

12.4 Contributions and Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the corporation.

Article XIII BOOKS AND RECORDS

13.1 Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the Board of Directors. All books and records of the corporation may be inspected by any director, or his or her agent or attorney for any proper purpose at any reasonable time.

ARTICLE XIV MISCELLANEOUS PROVISIONS

14.1 Fiscal year. The annual accounting period of the corporation shall be determined by the Board of Directors.

14.2 Parliamentary Authority. The rules of parliamentary procedure in "Robert's Rules of Order, Revised", shall govern the proceedings of the meetings of this corporation, subject to all other rules contained in the Articles of Incorporation and Bylaws.

14.3 Severability. Each of the sections, subsections and provisions hereof shall be deemed and considered separate and severable so that if any section, subsection or provision is deemed or declared to be invalid or unenforceable, this shall have no effect on the validity or enforceability of any of the other sections, subsections or provisions.

14.4 Website. Sakai shall maintain a publicly-accessible Internet World Wide Web site (the "Website"), which may include, among other things, (1) a calendar of scheduled meetings of the Board, Standing Committees and Discussion and Work Groups; (2) a docket of all pending policy development matters, including their schedule and current status; (3) specific meeting notices and agendas as described below; (4) information on Sakai's budget, annual audit, financial contributors and the amount of their contributions, and related matters; (5) announcements about Sakai activities of interest to significant segments of the Sakai community; (6) comments received from the community on policies being developed and other matters; (7) information about Sakai's physical meetings and public forums; and (8) other information of interest to the Sakai community.