Governance

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Bylaws

Governance Group Name	Advisory Board
Advisory Board Start Data	July 1, 2023
Governing Structure	Advisory Board: Bears responsibility for maintaining a healthy relationship and expectations with VT Libraries and any other host(s) and partners Oversees the creation, monitoring, and dissolution of subcommittees and task forces; invites and monitors individual contributors as needed for smaller efforts Engages in top-level decision making regarding the SWVA content contributed by partners and members of the GSDC Virginia Tech: Bears responsibility for maintaining a healthy relationship and expectations with GSDC and any other host(s) and partners Oversees the technical responsibilities associated with GSDC and SWVA Contributes at least one Advisory Board member at all times and must also appoint an official alternate who can attend meetings and assist the Board when necessary Serves as the Administrative Host in 2023
Number of Advisory Board Members	9-13
Advisory Board Member Qualifications	For the first Advisory Board, only representatives that engaged in the planning or implementation of the June 2022 meeting series are eligible
Advisory Board – Constraints	No more than two representatives per engaged institution may serve as Advisory Board members at a time Host institution (Virginia Tech) must have at least one Advisory Board member at all times, and must also appoint an official alternate who can attend meetings and assist the Board when necessary Advisory Board members should always represent a diverse range of institutional types
Selection process for the first Board	A call for nominations will be issued by the Working Group no later than April 30, 2023 Only representatives of institutions that engaged in the planning or implementation of the June 2022 meeting series are eligible for the following: To nominate candidates (including via self-nomination) To become a candidate To vote in the first election There is no limit on the number of people eligible from each institution to nominate, self-nominate, or become a candidate for the Advisory Board The Working Group will contact all eligible nominees by May 31, 2023, to gauge their willingness to become a candidate and to collect short bio sketches (or links to bios) for each candidate that will be shared with the full community during the election process The Working Group will host an election in June 2023 Each institution is limited to two votes in this election. In cases where more than two individuals in an institution have a vested interest and want to engage in the election, all individuals from that institution are encouraged to come to consensus about how to “spend” their institutional votes The Working Group will announce the 9-13 members of the first Board by or before July 1, when the elected Advisory Board will take office In order to establish rolling cohorts with annual elections, in the first meeting of the Advisory Board, at least three Advisory Board members will elect to serve a three-year term, at least three will elect to serve a two-year term, and at least three will elect to serve a one-year term These initial cohorts of elected Advisory Board members will determine the process for electing future Advisory Board members
Advisory Board Member Term Length, Renewals, Limits	Term length: 3-year terms; first Board of Advisory Board Members should have staggered terms so rolling cohorts are established Renewal options: Advisors in good standing (see the GSDC Code of Conduct and Conflict of Interest Policy) may be renewed for a second term, subject to appointment/approval by the Board (total consecutive maximum, 6 years) When an Advisor departs the Board, they become eligible to rejoin the Board after a one-year break in service
Advisory Board Member Vacancies, Removals	Process if Advisory Member elects to leave: The Advisory Board Member must alert the Chair and they jointly plan the date of departure The Chair conveys the departure information to the Board and to the technical and administrative host The Chair ensures that the departing Advisory Board Member is off-boarded, including revoking access and subscriptions to email lists, shared drives, and other work elements as needed Process to remove an Advisory Board Member: In cases of a breach of the Conflict of Interest policy, code of conduct violations, or inactivity/lack of attendance, an Advisory Board Member may be asked to step down Any Board member may call for the removal of an Advisory Board Member by contacting the Chair in writing with a reason for the request; If the Board member is calling for the removal of the Chair, they may do so by contacting either of the officers (Treasurer, Secretary) in writing with a reason for the request. The Chair (or officer) then brings the removal request to the attention of the Board for evaluation If a Conflict of Interest policy breach, code of conduct violation, or inactivity allegation is substantiated, the Chair may ask the board member to step down voluntarily If the board member refuses to voluntarily step down, the Board may vote on the removal; the Board must have a quorum (more than half) present for this vote and can pass the removal with majority vote Process to replace an Advisory Board Member that departs: The Board may choose to recruit a replacement Advisory Board Member immediately or hold off until the next election cycle. The Advisory Board Member’s replacement will be elected using the same strategy that is used during usual election cycles The Advisory Board Member’s replacement will fulfill the remaining years of the departing member’s current term The Advisory Board Member’s replacement will be eligible to renew for an additional term under established renewal options (above), even if the departing member was in a second and final term at the time of departure
Officers	Positions and responsibilities: Chair: Convene, lead Board Treasurer: Fiscal oversight lead Secretary: Minutes and record-keeping lead Process for officer selection: During the first meeting of the Advisory Board in July 2023, the elected members will decide who among the elected body is willing to be put forward as candidates to serve in one of the three officer positions. The group will aim to have at least two candidates for each role if possible The candidates will be put forward to the full community for election and/or for any objections. As previously, each institution can cast no more than two votes for each of the three officer positions Term length and limits for officer positions: Two year terms for officers Officer terms are renewable once
Meeting Schedule	Frequency: Monthly in the first year and as needed; Board may determine thereafter Convened by: Chair Agenda developed by: Chair
Decision-making Process	Processes: (Lazy) Robert’s Rules, meaning the Advisory Board is not beholden to follow all of the detailed rules in Robert’s Rules but does use the basic framework to pass official decisions and also turns to Robert’s Rules if and when they need more process for a meeting, discussion, or decision Quorum requirement: More than half of the full Board “body” (not limited to those attending live/in person to allow for scheduling and asynchronous participation)
Initial Duties, Advisory Board	Meet on an established schedule Establish and enforce policies and processes Including bylaws, conflict of interest, code of conduct, succession plans Establish subcommittees; evaluate and dissolve as needed Formalize the process for electing future Advisory Board members and Officers Conduct annual elections of Advisory Board members and Officers Remove and replace Advisory Board members as needed Request dissolution if/when needed and carry out its terms Ensure diverse voices are represented as fairly and equitably as possible, both in the collection and in the governance of the digital archive Select/approve community participants and collections Pursue funding opportunities Host community meetings Approve the budget When needed and funded, hire and supervise an executive director, secure insurance as needed Develop/review/approve/sign organizational host agreement Actively recruit new organizations to join the collective Issue classes of memberships and set rules/dues/assessments for members
Full Governance Structure Established by	Group charged with completion: Working Group, established fall 2022 By-laws completion: Working Group, finalized 2023-04-28 Advisory Board Establish-by Date: July 2023

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GSDC Conflict of Interest Policy

This Conflict of Interest Policy should be reviewed by the Advisory Board along with the By-laws each year during the first meeting following elections (July meeting).

Purpose

• Prevention of the personal interests of Advisory Board members from interfering with the performance of their duties to GSDC or engaging in activities that result in personal financial, professional, or political gain at the expense of GSDC or its supporters and other stakeholders.
• Promotion of honest and ethical conduct, compliance with applicable laws, and the prompt internal reporting of violations of the Code.

Process for reporting +/or identification: 

• Full disclosure, by notice in writing, shall be made by the interested parties to the full Advisory Board in all conflicts of interest, including but not limited to the following:
  • An Advisory Board Member is related to another Advisory Board Member or Staff member by blood, marriage, or domestic partnership.
  • An Advisory Board Member or their organization stands to benefit from a GSDC transaction or to receive payment from or on behalf of GSDC for any subcontract, goods, or services other than as part of her/his regular job responsibilities or as reimbursement for reasonable expenses incurred.

Process for resolution +/or mitigation: 

• Following full disclosure of a possible conflict of interest or any condition listed above, the Advisory Board shall determine whether a conflict of interest exists, and if so, the Advisory Board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect GSDC’s best interests. Both votes will be by a majority vote without counting the vote of any interested Advisor.
  • If the disinterested Advisors are less than a quorum, a majority vote of disinterested Advisors will still be counted as long as at least one Advisor is disinterested.
• If a conflict of interest is discovered that has not been shared by the interested parties to the full Advisory Board, the Advisory Board shall vote as noted above and this may be grounds for dismissal of the interested parties from the Advisory Board.

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GSDC Code of Conduct

This Code of Conduct should be reviewed by the Advisory Board along with the By-laws each year during the first meeting following elections (July meeting).

This code of conduct applies to all forms of participation in the GSDC and the SWVA community, including, but not limited to:

• Messages sent to the email list;
• Messages posted to social media outlets when representing the GSDC/SWVA or interacting with members of its community;
• Participation as a member, officer, or community guest in GSDC/SWVA committees, the GSDC Advisory Board, and any other sanctioned or created governance or task groups;
• Participation as an organizer, speaker, vendor, or other attendee at the GSDC/SWVA events.

For the purposes of this code, a “community member” is any individual who is engaging in an official capacity on behalf of the GSDC/SWVA.

Standards of conduct

The GSDC is dedicated to creating a harassment-free community for everyone regardless of gender, sexual orientation, disability, physical appearance, body size, race, or religion. The GSDC will not tolerate harassment of—or by—members or guests of the community in any form. Sexual or discriminatory language and imagery is not appropriate for any GSDC community venue, whether virtual or in person. Community members or guests violating these rules may be sanctioned or expelled at the discretion of the GSDC Board.

Harassment includes offensive verbal or written comments related to gender, sexual orientation, disability, physical appearance, body size, race, religion; sexual and or discriminatory images in physical or virtual public spaces; deliberate intimidation, stalking, following, unwanted photography or recording; sustained disruption of talks or other events; inappropriate physical contact; and unwelcome sexual attention.

Addressing violations of the standards of conduct

If you are being harassed, notice that someone else is being harassed, or have any other concerns, please contact a member of the GSDC Advisory Board. Community members or guests asked to stop any harassing behavior are expected to comply immediately. If the harassment occurs in person (for example, at an event), the Advisory Board member will assist affected individuals in contacting hotel/venue security or local law enforcement, provide escorts, or otherwise assist those experiencing harassment to feel safe to the extent possible.

The Advisory Board member will then report the incident to the Advisory Board, who will determine what further action may be necessary. If a community member or guest engages in harassing behavior in any setting, the GSDC Advisory Board may take any action it deems appropriate, including warning the offender or expulsion from the venue or event. A follow-up report will be made to individuals who report being harassed.

Code of Conduct inspired by the Library Publishing Coalition’s Code of Conduct, the Digital Library Federation’s Code of Conduct, the ALA Code of Conduct, and the #critlib Unconference Code of Conduct.