Workgroup:Amendments to Open Community Governance Policy/2nd Draft Policy

Background
WikiEducator is a community-driven, open education initiative.

The WikiEducator project was instituted by the Commonwealth of Learning (COL) who sponsors the technology infrastructure and selected consultancies for the WikiEducator initiative.

WikiEducator is committed to an open community governance model, and established an Interim International Advisory Group to serve as a means of involving the community until the project had grown large enough to establish a governance structure through democratic processes. Exponential growth and corresponding workloads have delayed timely progress on the drafting of this Policy for Community Governance.

This document is a refinement of the Interim Open Community Governance Policy informed by preparatory discussions directed by COL in 2007. The policy is imbued with the following shared values which have emerged in the process: "diversity, freedom, innovation, transparency, equality, inclusivity, empowerment, human dignity, wellbeing and sustainability."

Statement of purpose
The purpose of WikiEducator is to provide an international and sustainable on-line collaboration environment for communities of educators (teachers, lecturers, trainers) and other professionals from the formal and informal sectors. WikiEducator is a platform for communities of educators to cooperate on:


 * building capacity to design, develop and use open educational materials;
 * developing content which meets the requirements of the free cultural works definition for all sectors and levels;
 * establishing the connections required for implementing relevant technology innovations, and fostering strategic relationships with partners around the world to leverage the benefits of mass-collaboration.

In collaboration with WikiEducators around the world, the governance structure provides the organisational framework to support the community in the achievement of its aims, maintaining the essential freedoms of the project resources, and making these available on the Internet in perpetuity.

Defining governance
Governance refers to the formation and stewardship of the formal and informal structures, rules and procedures that guide the activities of the WikiEducator initiative including the fiduciary responsibilities associated with good governance incorporating both economic and societal responsibilities for the custodianship of our community ethos, values and purposes.

General responsibilities
The WikiEducator Community Council, hereinafter referred to as the Council, has the responsibility to:


 * guide and support the WikiEducator community in achieving its aims in accordance with the community ethos and values;
 * model good governance through transparent reporting;
 * ensure that policies and activities meet the requirements of the essential freedoms defined in the Free Cultural Works Definition.

Powers
The Council has the authority to:


 * approve policies, bylaws and amendments that have been developed transparently within the WikiEducator community;
 * nominate members to serve on the Council in accordance with this policy;
 * establish sub-committees and working groups for specific purposes of the Council, including an Executive Committee as described below;
 * call and administer due process for elections of the Council;
 * remove members of the Council in accordance with this policy;
 * elect the Officers of the Council.

Note
In the absence of a formally constituted Council who in the future would carry the responsibility to call and administer elections, and in the absence of an election policy, the first WikiEducator elections were run according to the following electoral process:


 * Election procedures for the first WE Council.

Members
The composition of the Council is designed to achieve a functional balance between elected officials and professional expertise, diversity and equality required for good governance of the WikiEducator community. The Council comprises two categories of members, elected members, and nominated members.

Number, tenure and qualification
The number of Council members shall be between eleven (11) and twenty-five (25).

Elected members
The number of elected members shall be between seven (7) and fifteen (15). Elected members shall hold office for two consecutive years as determined by the dates of the annual Council meetings and until their successor shall have been elected and qualified, or until their earlier resignation, removal from office, or death.

Elected members can serve successive terms if qualified and elected through community elections.

Nominated members
The number of additional nominated members shall be between four (4) and ten (10), with the number of nominated members not exceeding the number of elected members. Nominated members are not necessarily community members and shall hold office for one year as determined by the dates of the annual Council meetings and until their successor shall have been nominated and qualified, or until their earlier resignation, removal from office, or death.

Nominated members can serve successive terms if qualified by nomination by the Council.

Selection

 * 1) The Council shall endeavor to include members with a diverse set of talents, experience, and competencies, and who will best fulfill the mission and needs of WikiEducator.
 * 2) Elected members shall be appointed for a term of two (2) years. The Council shall determine the dates, rules and regulation of the voting procedures. The Council shall determine who shall be qualified to vote in the election.
 * 3) Nominated members to the Council shall serve for a term of one year, which may be renewed. Nominated members shall be appointed by majority vote of the full Council.
 * 4) Council shall determine the rules for the composition of members to ensure that the Council:
 * 5) * achieves an equitable representation from the different regions of the world;
 * 6) * achieves an equal voice for developing countries when compared to representation from industrialised countries;
 * 7) * achieves gender equality;
 * 8) * ensures that the interests of major funders of the WikiEducator project are adequately represented in the composition of Council;
 * 9) * upholds values of diversity, freedom, innovation, transparency, equality, inclusivity, empowerment, human dignity, wellbeing and sustainability.
 * 10) "Community" as used in policy documentation, shall be defined by the Council, to be consistent with the values and strategic aims of WikiEducator.
 * 11) The terms of the Council members shall be staggered, so that the terms of fewer than one-half of the Council expire in each year. With the exception of the 2nd community election where the Council will have discretionary authority to achieve continuity by determining the optimal number of electoral positions based on the composition and performance of the Council members and strategic progress of the WikiEducator community.

Resignation
Any Council member may resign at any time by giving written notice to the Chair of Council, the Deputy-chair, or the Secretary of the Council. Any such resignation shall take effect at the time specified therein, or, if the time not be specified therein, upon its acceptance by the Council.

Vacancies
Any vacancy occurring in Council, including any vacancy created by reason of an increase in the number of Council members, may be filled by the affirmative vote for a nominated member by the majority of the remaining Council members. A Council member elected to fill a vacancy shall hold office only until the next annual meeting of Council and until his/her successor shall be elected/nominated and qualified or until his/her earlier resignation, removal from office, or death.

Removal
In case of misconduct, or when Council considers it in the best interests of the WikiEducator Community, a member may be removed by 75% supermajority vote of the full membership of the Council.

In the unlikely event of a call to remove a member from Council, notice will be served upon the member by the Chair or vice-Chair, and a hearing followed by a defense will be convened via the usual communications mechanisms in use by the WikiEducator Community Council.

Voting Means
Voting on all matters, including the election and nomination of Council members and officers, may be conducted by mail, electronic mail, facsimile transmission, chat software, video conferencing, wiki software, or other similar verifiable means. Proxy voting shall not be allowed.

Reserved Powers
The Council shall be empowered to make any and all regulations, rules, policies, user agreements, terms of use, and other such decisions as may be necessary for the continued functioning of the WikiEducator project not inconsistent with approved policies or bylaws.

Regular Meetings

 * 1) Meetings of the Council may be scheduled at such times as proposed by resolution of the Council, preferably to be set at the conclusion of the preceeding meeting, and shall be conducted at least annually.
 * 2) A Council meeting may also be called by resolution of the Executive Committee.
 * 3) Meetings for the Council are usually conducted through asynchronous discussion forums over a period of five (5) to (10) working days. On occasion, subject to available funding face-to-face Council meetings may be arranged.
 * 4) A majority of the Council members shall constitute a quorum at any meeting of the Council.
 * 5) The Chair may call a special meeting of the Council for any purpose upon notice being given at least ten days in advance of the meeting.  Any meeting that is adjourned may be continued without the presence of a quorum of the Council as long as all Council members are given reasonable notice of the time and place such adjournment shall resume.
 * 6) A resolution distributed to all Council members and signed by two thirds of the addressed members shall have the same force as if it were passed at a duly called meeting of the Council.

Special Meetings
Special meetings of the Council may be called by the Chair, by the Deputy-Chair or any five (5) Council members. The person or persons who call a special meeting of the Council must fix the technology and time for holding such special meeting.

Notice
Notice of any meeting shall be given at least ten (10) days before the meeting by written notice delivered personally, or by email, chat, or fax to each Council Member at his/her business address. Agendas of meetings must be posted on WikiEducator at least two (2) days prior to the date of scheduled meetings.

In the case of emergency, the Chair of the Council or the Deputy-chair shall prescribe a shorter notice to be given personally or by communicating to each Council member at his/her email address, residence or business address in like manner. Any Council member may waive notice of any meeting, before or after the meeting, as provided in this policy.

Manner of Acting
The act of the majority of the Council members present at a meeting at which a quorum is present shall be the act of WikiEducator. Such actions shall take the form of resolutions and shall be included in the records of the WikiEducator project.

Presumption of Assent
A Council member who participates at a duly scheduled WikiEducator meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless he/she votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Constructive Presence at a Meeting
A member of the Council may participate in a meeting by means of a conference telephone or online, by means of which all persons participating in the meeting can communicate with each other at the same time or within the time frames stipulated for an asynchronous meeting. Participating by such means shall be deemed presence in person at such meetings.

Minutes
Minutes will be recorded on WikiEducator during the meetings. Where this is not feasible (e.g. privacy law issues), minutes will be prepared and published on WikiEducator within 30 days.

Action Without a Meeting
Any action required by law to be taken at any meeting of the Council may be taken without a meeting consistent with the consent procedures described herein.

Officers of the WikiEducator Community Council
The Council shall elect from among its members a Chair and Deputy Chair. The Council shall also elect an Executive Secretary, who need not be a Council member.

Chair
The Chair shall, when present, preside at all meetings of the Council and the Executive Committee. The Chair shall have general supervision of the affairs of the WikiEducator community and shall make reports to the Council at meetings and other times as necessary to keep Council members informed of activities. The Chair may sign, with the secretary or any other proper officer of WikiEducator thereunto authorised by the Council, any documents which the Council has authorised to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Council or by these bylaws to some other officer or agent of WikiEducator, or shall be required by law to be otherwise signed or executed. The Chair shall in general perform all duties as from time to time may be assigned to them by the Council. The Chair is also ex officio member of the Executive Committee and must preside over the functions and meetings of this Committee. In the absence of the Chair during Executive Committee meetings, the members present should elect an acting chair for the respective meeting.

Deputy Chair
The Deputy Chair shall perform the duties and have the powers of the Chair when the Chair is absent or unable to perform their duties. Other duties of the Deputy Chair may be designated by the Council or the Chair.

Executive Secretary
The Executive Secretary shall keep accurate records of all Council meetings and Executive Committee meetings; ensure that all notices are duly given in accordance with the provisions of this policy or as required by law; and such other duties as may be assigned by the Chair or the Council. The Executive Secretary shall have ex officio status on the Executive Committee. An Executive Secretary who is not a member of Council will not have voting rights nor be counted under the required numbers of the Executive Committee.

Term
These officers shall be elected for one year terms of office by majority vote of the Council and may be re-elected at the expiration of their term.

Removal
In case of misconduct, or when Council considers it in the best interests of the WikiEducator Community, an officer or agent elected or appointed by the WikiEducator Community Council may be removed from office by 75% supermajority vote of the full membership of the Council.

In the unlikely event of a call to remove an officer or agent from office, notice will be served upon the person concerned by the Chair or vice-Chair of the Council, and a hearing followed by a defense will be convened via the usual communications mechanisms in use by the WikiEducator Community Council.

Vacancies
A vacancy, however occurring, in any office may be filled by the Council, for the unexpired portion of the term.

Resignations
Any officer of the Council may resign at any time by giving written notice to the Chair, to the Deputy-chair, or to the Executive Secretary. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Council.

Purpose
The Council has the authority to establish and appoint an Executive Committee in accordance with this policy and to determine the general responsibilities and powers of the Executive Committee. In general, the Executive Committee exists to make those expedient decisions which it is advantageous to make between regular meetings of the Council. The Council will decide by resolution what authority to cede to the Executive Committee.

Membership and Term
The Executive Committee members are appointed by majority vote of the Council. The number of Executive Committee members shall be five (5) inclusive of the Chair. The Chair of the Council is also ex officio Chair of the Executive Committee, with voting rights. At least three (3) members of the Executive Committee must be elected members; no more than two (2) may be nominated Council members. The Council shall determine the minimum qualifications required for serving as the elected members of the Executive Committee based on verifiable metrics of their contributions and commitment to the WikiEducator initiative. Members must have demonstrated real and sustained contribution to WikiEducator to serve on the Executive Committee.

Executive Committee members shall be appointed for a term of one year. The Council shall determine the qualification requirements for serving on the Executive Committee and determine the rules for the composition of the skills required for the Executive Committee in accordance with this policy.

Replacement of Executive Members
Should an Executive Member resign, become incapacitated, or otherwise be unable to serve, the remaining Executive members may appoint an interim representative, where possible from the existing Council.

Executive Committee Meetings

 * 1) Meetings of the Executive Committee may be scheduled at such times as proposed by Chair of Council and shall be conducted at least every quarter.
 * 2) Meetings of the Executive Committee may be held by electronic means such as telephone or chat or discussion forum as long as a quorum of the Executive committee are able to participate fully in any discussions with all the other members of the executive committee.
 * 3) Three members (3) shall constitute a quorum at any meeting of the Executive Committee.

Notice of Meetings
Notice of any meeting shall be given at least ten (10) days before the meeting by written notice delivered personally, or by email, chat, or fax to each Executive Committee member at his/her business address. In the case of emergency, the Chair of the Council or other Officer shall prescribe a shorter notice to be given personally or by communicating to each Executive Committee member at his/her email address, residence or business address in like manner. Any Executive Committee member may waive notice of any meeting, before or after the meeting, as provided in this policy.

Consent Procedures

 * 1) Action required or permitted to be taken at a Council or Executive Committee meeting may be taken without a meeting if the action receives the affirmative vote of three fifths of Executive Committee members. The action must be evidenced by one or more written consents describing the action taken and affirmatively signed by the majority of the Council members or three fifths of Executive members respectively. Electronic signatures are acceptable.
 * 2) Action taken under this section is effective when the action is affirmatively signed by a majority of the Council or three fifths of the Executive Committee for Executive Committee matters, unless the consent specifies a different effective date.
 * 3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
 * 4) Any consent resolution which has not received affirmative votes from the majority of the Council members or three fifths of members of the Executive Committee and has not received negative votes from a majority of Council members or two fifths of Executive Members in the case of Executive Committee matters shall be presented for a vote at the next Council meeting.
 * 5) Modifications to the policies, bylaws or articles of incorporation cannot be made with consent resolutions.

Amendment
This policy may be altered, amended or repealed by a majority of the entire Council at any regular meeting or special meeting, provided that at least ten days written notice is given of intention to alter, amend or repeal any aspect of this police at such meeting.

Delivery of Notice
Whenever any notice is required by this policy, it shall be deemed to be sufficient if mailed via first class mail to the last known address of the intended recipient or to the last known email address of the member. Such notice may be waived in writing by the intended recipient.

Attribution and License
The following subsections have been modified and adapted for WikiEducator from the Wikimedia Foundation bylaws as of 20 June 2008 and licensed under the GNU(FDL):


 * Number, tenure and qualification
 * Selection
 * Resignation
 * Vacancies
 * Removal
 * Voting Means
 * Reserved Powers
 * Officers and duties
 * Term
 * Removal
 * Vacancies
 * Resignations
 * Miscellaneous

The modifications and additions are released under a dual Creative Commons Attribution-ShareAlike and GNU Free Documentation License.