Open Schools Alliance Rules and Constitution

Version 1.0, 27^th February 2007

Legal status of the OSA

The Open Schools Alliance (“OSA”) is a private organisation. It is not a registered company nor a registered charity. The OSA is not a trading organisation. It may gain revenue (for example, from donations) and may spend money in pursuit of its objectives.

Membership

OSA membership is open to any individual who supports the objectives of the OSA. There is no membership fee. The OSA Executive may decline an application for membership, or expel an existing member, where it decides that the member is acting against the objectives of the OSA or attempting to subvert the OSA to act against its own objectives.

Associates

An organisation or company may become an OSA Associate if approved by the OSA Executive. Associates do not have voting rights; it is a non-financial way to show support for the OSA.

Donors

Any organisation, company or individual may donate money to the OSA, subject to the donation being accepted by the OSA Executive. Donors do not have voting rights or any other special rights or privileges within the OSA.

Objective

To encourage and enable greater use of Free and Open Source Software in UK schools and institutes of Further and Higher Education.

AGM

An Annual General Meeting must be held every twelve months with all members being given at least one month's notice. This may be an online or physical meeting.

Members may vote in an AGM as follows:

- each member shall have one vote on any item.

- a member who is present at the AGM may vote.

- a member may vote by post or email on any item announced prior to the AGM, providing the OSA receives the vote prior to the day of the AGM.

The AGM has the power to set OSA policy.

EGM

An Extraordinary General Meeting can be called at any time by at least 25% of all OSA members. Once an EGM has been triggered, it is the responsibility of the OSA Executive to ensure that all members are informed promptly and the meeting is held between one and two months from the date that it was requested. An EGM has the same powers as an AGM.

An EGM shall be considered quorate only if at least 25% of members are present. An EGM may make decisions when inquorate, but the decision only becomes valid when 25% of members have voted (including postal and electronic votes cast before or after the EGM).

OSA Internal elections

The OSA Executive shall be elected annually in five separate votes: Chair, Secretary, Treasurer, Membership Secretary and Campaigns Officer. Where only one candidate declares for a position, an election shall still be held. All elections shall include “Re-open nominations” as an option, allowing members to vote “none of the above” and ask for other candidates to declare.

All Executive positions in the OSA will be elected using a fair, proportional voting system such as Condorcet or Alternative Vote.

All Executive positions are open to any member. From an election being declared, there must be a gap of at least one month until nominations close and a further gap of at least one week until voting takes place.

The OSA Executive must appoint a returning officer, who may not be a candidate, to oversee the election and ensure it is free, fair and in line with the rules. The returning officer need not be an OSA member.

OSA Executive

The Executive is the ruling body of the OSA, with all positions elected by members for a 12 month term of office. It is the responsibility of the OSA Executive to run the organisation, implementing and promoting its policies and objectives.

The Executive must seek to be as open as possible, with all decisions, minutes, policy documents and other documentation made available to the full membership unless inappropriate to do so, due to commercial confidence or individual privacy concerns.

Executive Membership

The OSA Executive consists of five people:

1. Chair

2. Secretary

3. Treasurer

4. Membership secretary

5. Campaigns officer

The Executive may, with the agreement of over half of all Executive members, co-opt additional members to itself. Such co-options must be announced to the full membership within one week.

All members of the Executive share the responsibility of ensuring the OSA works effectively towards its objectives.

The responsibilities of every Executive member include:

• Keeping up to date with Executive discussions, such as on email lists.

• Casting a vote when one is requested (for example, on the email list). An abstention is a valid vote.

• Attending Executive meetings (both physical and virtual).

• Taking on tasks during their term of office and completing them in a timely fashion.

Should an Executive member fail to meet any one of these responsibilities over a three month period, the Executive has the option of forcing them to stand down. To do so, all Executive members may vote except the person under consideration. If at least two thirds of those eligible to vote vote to expel the member, the member must stand down. A person so removed may not rejoin the Executive until after the next full Executive election.

Should a position become vacant for any reason, the Executive may leave the position vacant until the next full Executive election, co-opt a replacement or hold a by-election for the vacant position.

Executive Meetings

The OSA Executive must meet at least six times in each calendar year (meetings may be virtual meetings, such as phone conference or IRC, or physical ones), with meetings advertised to all OSA members at least one week in advance and open for all members to attend. A meeting shall be quorate only if at least 3 Executive members are present. An inquorate meeting cannot make any decisions but does count as one of the six annual meetings.

In addition, the OSA Executive must have an online method of private communication where all Executive members can see all messages. All meetings must be minuted and the minutes made available to the full OSA membership.

Decision making

Official OSA policy and decisions can be made in the following ways :

The OSA Executive does not have the power to amend this constitution. Constitutional amendments only become effective when ratified by a valid vote from an AGM or EGM, in which over two thirds of members present and voting for or against (i.e. not abstaining) vote for the amendment.

For decisions not involving a change to this constitution, a proposal becomes official OSA policy if any one of the following apply (in the event of conflicts, the first applicable situation below takes effect).

1. It is posted to the OSA members' list and over half of all OSA members who do not actively abstain signal their approval.

2. It is considered at an AGM or EGM and over half of OSA members present and voting for or against (i.e. not abstaining) signal their approval.

3. It is posted to the OSA Executive mailing list and over half of all OSA Executive members who do not actively abstain signal their approval.

4. It is discussed at a quorate OSA Executive meeting and over half OSA Executive members present and voting for or against (i.e. not abstaining) approve.

Chair

The Chair is responsible for the management and direction of the OSA and for ensuring the OSA Executive fulfills its obligation to implement and promote OSA policies and objectives. The Chair is empowered with a casting vote and discretionary powers on its use." The Chair shall have access to the OSA bank account.

If the Chair is not able to attend a meeting or steps down, the remaining Executive members shall appoint another Executive member as Acting Chair for that meeting or period with the powers of Chair.

Treasurer

The Treasurer shall have access to the OSA bank account and is responsible for keeping accounts and advising the OSA on financial matters.

Secretary

The Secretary has responsibility for keeping and publishing minutes and communicating with members.

Membership Secretary

The Membership Secretary is responsible for keeping records of current and lapsed members including contact information (at least an email address) for each member.

Campaigns Officer

The Campaigns Officer is responsible for directing and managing OSA campaigns.

Disciplinary powers

The OSA Executive has the power to discipline members. Where disciplinary action is undertaken, it is the responsibility of the Executive to ensure that the process followed is fair and open with adequate opportunity for the accused member to mount a defence.

Disciplinary offences

1. Bringing the OSA into disrepute.

2. Using the OSA name or branding inappropriately (for example, to give the impression that the member speaks on behalf of the OSA).

3. Breaking the OSA constitutional rules as they apply to that member

Available sanctions

1. Issue a warning to a member.

2. Expulsion of the member from the OSA.