(a) Classes of Members. There shall be one class of members. Each member shall be entitled to one vote for each director position to be elected and for any other vote requiring the vote of the members. Consortium Members will have the right, also, to propose officially sanctioned TEI training and services, with such agreements screened by the TEI Council and approved, ultimately, by the TEI Board of Directors.
(b) Application. Any organization or individual eligible to become a member of TEI may apply by submitting an application, in form prescribed by the Board of Directors, along with any dues or filing fees required to be submitted with an application, to the Secretary of TEI. If the Secretary finds that such applicant has complied with all requirements in connection with the application, the Secretary shall add the applicant's name to the list of members.
(c) Dues. Etc. Members shall pay membership dues (and such other charges and assessments relating to membership as are established by the Board of Directors) in such amounts and at such intervals as determined by the Board of Directors from time to time. The Directors may establish differences among members with respect to the amount or timing of membership dues or other charges or assessments.
No member shall be entitled to a refund of any membership dues or other charges or assessments upon such member's resignation or termination as a member.
(d) Special Classification. The Board may from time to time establish special categories of membership to recognize outstanding contributions by members. The development of tools that further the use of TEI, for example, may entitle a Member to be designated as a TEI Developer or other title which, in the discretion of the Board, appropriately reflects such member's contribution.
(e) Membership Requirements. The Board may establish such attendance and other requirements as it deems proper.
(f) Membership Committee. The Board of Directors may delegate some or all of its duties and those of the Secretary under this Section to a Membership Committee. The Membership Committee shall be comprised of individuals selected by and serving at the pleasure of the Board of Directors from time to time. Members of the Membership Committee may be chosen from among or from outside the Board of Directors.
2. Duration. Each member shall hold membership as long as such member remains qualified for membership, except that membership may be sooner terminated by suspension or expulsion as provided in Section 3 of this Article or by resignation as provided in Section 4 of this Article. All memberships are non-transferable.
3. Termination. The Board of Directors may terminate a member's membership in the Association upon a good-faith finding of (a) misconduct by such member reflecting discredit upon the Association or (b) violation of these Bylaws (including but not limited to the nonpayment of membership dues or other required charges or assessments).
4. Resignation. Any member may resign from the Association after fulfilling all obligations to the Association by delivering written notice of resignation to the Secretary. Such resignation shall be effective upon the Secretary's receipt of such written notice.
Meetings of Members
1. Meetings. Meetings of the members shall be held not less than once a year, on such dates and at such places as the Board of Directors may designate from time to time. The first meeting after June 30 shall be designated as the annual meeting. At the annual meeting, the Chair shall report on the operation of TEI for the preceding year and announce the results of the election of the Board of Directors.
2. Special Meetings. A special meeting of members may be called by the Board of Directors in its discretion or upon written request to the Secretary by fifteen percent (15%) or more of members of TEI entitled to vote. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the members. The notice of each annual meeting shall include a proxy for the election of the members of the Board and such other matters as may require the vote of the membership. The proxies shall be returned to the Secretary [to an independent entity or person who is not a member of the Association and] who will tabulate the results of the matters on which a vote is taken. To be included in the tabulation of the vote, a proxy must be received by the time designated in the material sent with the notice of meeting. The final vote will be presented to the members at its annual meeting by the Secretary [or the independent non- member] either in person or by certificate delivered to the Chair of TEI. The vote by proxy for the election of the Board shall be final. As to matters other than the election of the Board, the votes for and against each item by proxy will be presented at the annual meeting and provisions made for those present to participate in a discussion and vote on such items, changing the earlier vote by proxy if desired.
3. Voting. At meetings of the members, each class of members shall be entitled to exercise such voting rights as provided in Article I of these Bylaws.
4. Notice of Meetings. Written notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting (except as otherwise required by law) by or at the direction of the Chair or the Secretary, or the persons calling the meeting, to each member entitled to vote. A notice shall be deemed duly given to a member when it is either delivered in person, electronically mailed, or mailed, postage-prepaid, to the address of such member as it appears on the records of TEI.
5. Quorum. A quorum at any meeting of the members, whether annual, regular, or special, shall exist if at least one-tenth of the members entitled to vote are present in person or by proxy. The vote of a majority of the members entitled to vote that are present in person or by proxy at a meeting at which a quorum is present shall be necessary and sufficient for the adoption of any matter voted upon by the members, unless a greater vote of the members is required by law or the Board of Directors.
1. Selection of Officers. The officers of TEI shall be elected by the Board of Directors and shall consist of a Chair, a Secretary, and a Treasurer. The Board of Directors may also select additional officers as it deems necessary or appropriate from time to time. The officers of TEI shall have the respective powers set forth herein and as otherwise provided by resolution of the Board of Directors. Each officer of TEI shall be selected from among the Board of Directors. Notwithstanding any other provision herein, the power to set salaries and fees of employees and independent contractors shall reside in the Board of Directors and not in any officer or officers.
2. Chair. The Chair shall be the chief executive officer of TEI and shall, subject to the direction of the Board of Directors, generally supervise and manage the affairs of TEI. In general, the Chair shall perform all duties customary to the office of Chair, shall see that all orders and resolutions of the Board of Directors are carried out, and shall oversee the other officers in the discharge of their duties. He shall, if present, preside at all meetings of the Board of Directors and of the members.
3. Secretary. The Secretary shall keep the minutes of all meetings of the members and of the Board of Directors, shall serve all notices, shall present all pertinent communications before the proper committees, shall be custodian of the records, shall attest the seal of TEI on all contracts and agreements required by law to be under seal as authorized by the Board of Directors, shall conduct the correspondence incident to this office and shall perform such other duties as the Board of Directors may require.
4. Treasurer. The Treasurer shall collect, have custody of and be responsible for all funds of TEI, shall keep an accurate account of such funds, shall pay all just bills when due and funds are available, and shall submit a financial report as of the end of each year at the annual meeting. In the absence of the Chair, the Treasurer shall carry out the Chair's duties at meetings. All checks, drafts, notices and orders for the payment of money issued by TEI and other similar documents requiring the signature of TEI shall be signed by the Treasurer or by such other person or persons, if any, as the Board of Directors may from time to time designate.
Board of Directors
1. Directors. Except for the initial Board of Directors (named in the Articles of Incorporation), the Board of Directors shall consist of a minimum of seven (7) directors and thereafter may be increased or decreased within the foregoing range from time to time by the Board of Directors or members. One TEI Editor (appointed by the TEI Council) and one TEI Host (appointed by the TEI Hosts) will serve on the Board of Directors; the other five directors will be elected by the members. Individuals who are not members of the TEI may be nominated and elected to serve on the Board of Directors. The minimum and maximum numbers of directors may be changed, either to different minimum and/or maximum numbers or to a single fixed number, only by the members. No decrease in the number of directors shall affect the tenure of any incumbent director. Any vacancy in a director position resulting from the increase in the number of directors shall be filled by the Board.
2. Term and Class. Each director shall be elected for a term of two (2) years. The Board of Directors shall consist of two classes of directors (appointed and elected) with each class being as nearly equal to the other class as possible.
3. Election. At each annual meeting the members will elect members to any of the elected positions on the Board of Directors due to be vacated. Elected Directors will serve a two-year term, which term will commence at the annual meeting of the Board of Directors immediately following the annual meeting of the members and continue until the expiration of their term or until their respective successors shall have been duly elected and qualified. In the election of directors each elected director position shall be voted on as a separate matter with each member entitled to vote receiving one vote for each director position.
4. Meetings. Regular meetings of the Board of Directors may be held at such time and place as the Board of Directors may by resolution designate. One of such meetings, as close in time as may be practicable to the annual meeting of the members, shall be designated by the Board as the annual meeting of the Board. Special meetings may be called by the Chair or any combination of directors constituting at least one-third of the total number of directors then in office.
5. Quorum. A majority of the directors shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
6. Notice of Meetings. Written notice of annual and regular meetings of the Board of Directors shall not be required. Written notice of special meetings of the Board of Directors shall be given at least five (5) days prior to the meeting, stating the date, time and place of the meeting and the purpose thereof. A notice shall be deemed duly given when it is either delivered in person, electronically mailed, or mailed by post, postage prepaid, to the address of such director as it appears on the records of TEI.
Funds for meeting the expenses of TEI may be provided in such manner as the Board of Directors may determine, including without limitation such annual or other periodic membership dues as may be fixed from time to time by the Board of Directors, and such charges for meetings, seminars, and publications as may be fixed from time to time by the Board of Directors. Charges other than for membership dues and assessments may be set on a per-person basis or any other basis deemed appropriate by the Board of Directors.
1. Committees. Except as provided otherwise herein, the Board of Directors from time to time may appoint such committees as it deems necessary to carry out the purposes of TEI, including but not limited to any committees described in these Bylaws. These committees shall be assigned the responsibilities described in these Bylaws or specified by the Board of Directors and shall report to the Board of Directors and/or the members as required herein or by the Board of Directors.
2. TEI Council. The Board of Directors shall establish a TEI Council to superintend the technical work of the TEI. The TEI Council will consist of twelve members, one of which shall be the Chair and one of which shall be another officer, and may include such other directors or members as designated by the Board of Directors. Eight Council members will be elected to two-year terms by Consortium Members and Hosts, with nominations (and nominees) open to the general public. The remaining four members will be representatives of the TEI Hosts. The work of the TEI Council will be to collect, propose, evaluate, and implement editorial changes to the TEI DTD (and its derivatives), to produce up-to-date documentation for the TEI, and to evaluate agreements for official TEI training and services and make recommendations to the TEI Directorate concerning endorsement of such training and services. The TEI Council may delegate any of those functions to appointed working groups or committees, at its discretion. The TEI Council will also have the power to create working groups with a fixed term and a specific charter, and to appoint or to delegate the appointment of the membership of those working groups. The TEI Council may convene upon call of the Chair or at the request of a majority of the Board. A majority of the members of the TEI Council shall constitute a quorum.
3. TEI Hosts. Upon incorporation, the first four TEI Hosts shall be Brown University (the Scholarly Technology Group), the University of Virginia (the Institute for Advanced Technology in the Humanities and the Electronic Text Center), Oxford University (The Humanities Computing Unit), and The University of Bergen (Humanities Information Technologies Research Programme), each of whom shall serve a four-year term. Thereafter, the Board of Directors shall select a minimum of four TEI Hosts, using a public Request for Proposals process. Hosts may be re-appointed for second and subsequent terms, but they must participate in the RFP process. In selecting Hosts, the Board of Directors shall respect those fundamental principles of the TEI Consortium calling for international and interdisciplinary representation. Hosts must be members of the TEI. Hosts shall serve for a minimum four-year term, and shall agree, in addition to a membership fee, to provide support services for the TEI and to organize, convene, or assist in TEI meetings. Hosts may also assist the TEI in recruiting members, raising endowment, providing training or consulting to members, and disseminating information and tools relevant to the use of TEI.
4. Editors: The TEI Editor (or Editors) will be appointed by the TEI Council, presumably (though not necessarily) from among its members.
5. Nominating Committee. A reasonable time prior to notice being given of each annual meeting of the members, the Board of Directors shall appoint a Nominating Committee consisting of two (2) of the directors, one of whom the Board shall designate as the Chair of the Nominating Committee. The Nominating Committee solicit members and others for nominees and those nominating such candidates shall provide the Nominating Committee with written confirmation that each candidate, if elected, is willing to serve. Such candidates shall then be included on the slate of candidates proposed by the Nominating Committee. The Nominating Committee shall propose at least two (2) candidates for each director and council position to be elected pursuant to proxy sent to all members in connection with the notice of the annual meeting. The slate of candidates proposed by the Nominating Committee shall be contained in the notice of such meeting.
These Bylaws may be repealed or changed and new Bylaws made by the majority of those members present by proxy or in person at a meeting of the members of TEI or, to the extent permitted by law and not in conflict with the Articles of Incorporation, by the Board of Directors. A copy of any proposed change to these Bylaws shall accompany the required notice of meeting at which the change is to be considered.
The undersigned, being the duly elected Secretary of TEI hereby certifies that these Bylaws were adopted as the Bylaws of the Association by a unanimous consent approved by all of the Directors effective on December ___, 2000.