Governance Protocol

of the

Alliance of Digital Humanities Organizations

(ADHO)

an umbrella organization whose constituent organizations are, at present, the Association for Literary and Linguistic Computing (ALLC),
the Association for Computers and the Humanities (ACH), and the Consortium for Computing in the Humanities (COCH/COSH).

Text in red represents changes or additions proposed by the ALLC executive, during its December 2004 meeting; text in green is new as of March 31, 2005, and is jointly proposed by Harold Short and John Unsworth. Text in blue represents changes proposed in the course of the Steering Committee's deliberation in April of 2005.

This state of the governance protocol was recommended in a majority vote on April 27th, 2005, by the ADHO Steering Committee to the executive committees of the ACH and the ALLC, with the following notes:
  1. The protocol should probably specify how often membership in the ADHO steering committee is reviewed and adjusted. It probably makes sense to review these things annually.
  2. The protocol should perhaps specify more clearly what decision-making power is delegated to the ADHO steering committee, its chair, and the appointed subcommittees (on publications and conferences), by the executive bodies of the member organizations. In particular, the protocol should probably specify what the role of the ADHO standing committee on conferences is, with respect to the program committee and the program chair.
These are things which the ACH and ALLC executives may want to make suggestions, or they may want to work with the document in its current state for a bit before trying to specify these things. In any case, the chair of the steering committee requests that proposed changes to the draft document be submitted to him, by email, before the end of May, so that any proposed changes can be voted on during the June conference, and the governance protocol can be finalized at that point.

  1. Governing Rules
    1. This protocol is intended to guide the startup of the Alliance: they are not intended to replace the existing bylaws of any of the constituent organizations represented by the Alliance. In the event of a conflict between this protocol and the bylaws of a constituent organization, the conflict will be resolved by the executive board of the constituent organization in consultation with the Steering Committee of the Alliance.
    2. Major changes to this protocol (and eventually, to the ADHO bylaws) or to the agreed ADHO publishing plan joint activities need to be approved by the boards of constituent organizations.
    3. In the event that any constituent organization wants to leave ADHO, the departing organization will receive a goodwill payment from ADHO equivalent to 10% of the cumulative income paid to that organization during the entire period of its membership in ADHO, payable over not more than three years.

  2. Governance
    1. The responsibilities delegated to ADHO by the constituent organizations will be managed by a Steering Committee.
    2. Representation: Proportional representation is the principle that governs appointment to the ADHO Steering Committee, and proportionality is based on the income each chapter accounts for, in the total income to ADHO, including individual and institutional subscriptions. In the abstract, the amount of income required per seat on the Steering Committee is arrived at by dividing the total annual income by the number of Steering Committee members desired (we choose to begin with 5; the number can be changed in the future, with the consent of constituent organizations). Any member organization that accounts for a fraction of one unit shall be considered to account for one unit.
    3. Classes of Members: The Steering Committee will include "voting members" and "non-voting members." All members of the Steering Committee should be members of one (or more) of the constituent organizations. All terms, for both kinds of members, are for three years, and all terms are renewable.
    4. Appointments: Voting members of the ADHO Steering Committee are appointed at the pleasure of the executive committee or council of the organizations they represent. They do not need to be members of those executive bodies in order to serve. Appointments are for three years, renewable. Organizations with more than one representative should stagger appointments to ensure some continuity in representation: at the outset, this can be accomplished by appointing some members to (renewable) terms of less than three years. Non-voting members are appointed at the pleasure of the voting members of the Steering Committee.
    5. Roles for Voting Members: The voting members will include a chair (elected by voting members), a secretary (elected by voting members; keeps the minutes, is responsible for setting meeting agendas, subs for the chair as necessary), and additional members, as dictated by the formula for representation.
    6. Voting: Votes by the Steering Committee may be called by any voting member, but will normally be called by the Chair. Under normal circumstances, no vote will be called without at least a week for online discussion and a further week for the actual vote. A simple majority (for example, three out of five) of the voting members of the Steering Committee will be required to decide a voting issue.
    7. Other roles: Other roles, which may be filled either by voting or non-voting members, include a chair of the publications committee (acts as managing editor overseeing all ADHO publications), and a Chair of the conference committee (chairs a committee whose membership is appointed by member organizations, with one representative from each organization; solicits proposals for conferences, maintains CFP template, maintains conference protocol, maintain reviewing infrastructure) and a membership services coordinator. The Editor of the print journal will be a non-voting member of the Steering Committee. The Treasurer will be a non-voting member of the Steering Committee (manages ADHO funds; should be a member of all associations, membership paid by ADHO).
    8. Responsibilities: The ADHO Steering Committee will be responsible for:
      1. managing ADHO activities, including publication operations and conferences, in compliance with its constitution and bylaws, and in the best interest of all constituent organizations of ADHO;
      2. overseeing the distribution of the shared income to ADHO constituent organizations, in compliance with the charter of the Committee, and in the best interests of ADHO constituent organizations;
      3. consulting with the executive committees, councils, or boards of constituent organizations on important strategic planning issues;
      4. presenting the executive committees, councils, or boards of constituent organizations with resolutions for approval.

  3. Nature and selection of ADHO constituents:
    1. ADHO is an association of constituent organizations.
    2. New constituent organizations will be admitted by unanimous vote of the ADHO Steering Committee.
    3. ADHO constituent organizations are focused on digital scholarship in the humanities.
    4. Affiliated or associated organizations and activities may be designated on terms to be agreed by the Steering Committee.

  4. Finances
    1. It is anticipated that the principal source of income for ADHO will be from subscriptions to and profits from the common publication activities. Other income sources may be sought by the ADHO Steering Committee.
    2. A proportion of the income arising from the print journal will be assigned to support an agreed programme of centrally managed activities - as agreed by the boards of the constituent organisations. Initially it is anticipated that two key activities will be supported in this way:
      1. the Editor of the print journal, in respect of admin costs
      2. the development and operation of an electronic journal
    3. Any centrally managed activities will be costed before money is made available.
    4. The balance will be distributed to the constituent organisations on the basis of subscription value. In the case of institutional subscriptions, the distribution will be divided on a geographical basis to be proposed by the Steering Commmittee and agreed by the constituent organisations. In the case of individuals, it will be based on the wishes expressed on the subscription form, or on geographical location if no wish is expressed. Any other subscription income will be distributed pro rata to the constituent organisations.
    5. Deficits and surpluses arising from these activities will be assigned on the income sharing principles specified in IV.4.

  5. Membership
    1. Individual membership of ADHO is via membership of a constituent organisation, normally by subscription to the ADHO print journal.
    2. The subscription form for the print journal for individuals will include a tick-box for each constituent organisation. A ticked box will be taken as expressing the wish to join that organisation. A modest additional fee, as determined by the Steering Committee and agreed with the publisher, will be levied for each 'additional' membership requested, after the first one. The income from the multiple memberships will be shared equally among the organizations chosen.
    3. Membership of a constituent organisation will admit the individual to voting rights and other benefits in that organisation. Membership of any one constituent organisation will entitle the individual to all ADHO member benefits, e.g. discounted rate for conference fees.
    4. Other 'additional' memberships will be subject to the same 'modest additional fee', e.g. a second member at the same address.
    5. In all cases of 'additional memberships', a single copy of the print journal will be sent.

Amended April, 2005 by the ADHO Steering Committee

Amended March 31, 2005 by Harold Short and John Unsworth

Amended 13.12.2004 by Lisa Lena Opas-Hänninen (ALLC, Secretary) following ALLC Committee meeting in Loch Lomond 3-5.12.2004.

Amended version edited by Harold Short (Chair, ALLC), 1 Dec 2004.

Original version drafted May, 2004 by Lorna Hughes (president, ACH), Harold Short (chair, ALLC), and John Unsworth (immediate past president, ACH). Finances and Membership sections added by Harold Short, 9 June 2004, based on discussions with John Unsworth and Lorna Hughes.