DIGITAL SCRIPTORIUM

BYLAWS

Accepted 17 September 2007

Digital Scriptorium (hereafter also referred to as DS) is a consortium of non-profit organizations which have come together to provide digital access for researchers, students, and the public to medieval and Renaissance manuscripts.  Digital Scriptorium aims to offer an integrated research and study environment for western European manuscripts copied up to ca. 1600.  Digital Scriptorium is open-ended and expects to be added to, modified and improved for the indefinite future.

These Bylaws are intended to provide a structure which allows the organizations participating in DS to (a) effectively govern DS, (b) obtain and allocate funding from public and private sources, (c) protect the intellectual property developed through DS, (d) provide access for the scholarly and cultural community and the broader public to the data and other resources developed by DS, and (e) support and encourage interest, instruction and research in the subject.

1. Member Institutions.

2. Board of Directors.

a.       Board of Directors.  DS will be overseen by a Board of Directors, consisting of one representative from each Voting Member institution.  Representatives shall be appointed by the appropriate senior administrative official of the Voting Member institution.  Additional representatives to the Board may be added at large by the Board itself.

b.      Committees.  The Board will establish an Executive Committee and such other committees as the Board determines are in the best interest of DS. 

c.       Advisory Councils.  The Board may also determine to establish an International Advisory Council.  The International Advisory Council may include representatives from the Member institutions, similar or related projects, funding sources, scholars or such other advisors as the Board determines in the best interest of DS.  The Board may also propose that the Management Host establish a Local Advisory Council which will include representatives from the faculty and/or staff of the Management Host.

d.      Meetings.  The Board will meet from time to time, but at least once per calendar year, in person or by conference phone, or by another technology permitting synchronous discussion, as it determines.  All Voting Members of the Board will receive prior notice of all Board meetings.  A quorum for any meeting of the Board shall require the attendance of at least half of the Voting Members, including the Executive Director and the representative of the Technology Host.

e.       Executive Director.  The Executive Director will act as Chair of the Board and the Executive Committee.  The Board may elect such other officers as it deems appropriate.

f.        Authority and Duties.  The Board will be responsible for overall strategic and policy direction of Digital Scriptorium.  The Board will approve (i) the terms for the licensing arrangements with the Voting Members and Non-Voting Members, (ii) the determination of the composition of the Membership, (iii) subject to appropriate authorization from the Member institutions, the terms under which DS may apply for 501(c)(3) status, (iv) any change in the Management Host or Technology Host, and (v) such other matters as it determines to reserve for action by the Board.  All other matters not reserved for the Board may be determined by the Executive Committee.

g.       Actions of the Board.  Unless otherwise determined by the Board, all actions of the Board shall be determined by a vote of a majority of the Members present at any meeting, by phone or in person, where a quorum is present.  The Board may also act by unanimous written consent.

3. Executive Committee.

a.       Committee Membership.  The Executive Committee will have five members, including a representative of the Management Host, a representative of the Technology Host and three other members elected by the full Board and serving staggered three-year terms.  [Initially one member of the Executive Committee shall serve a two-year and one a four-year term.]  Executive Committee terms shall not be renewable, except in the case of the Executive Director or the representatives of the Management Host and the Technology Host, or as otherwise approved by the full Board.  The Executive Committee will be chaired by the Executive Director.

b.      Authority and Duties.  The Executive Committee will be responsible for the day to day management of DS and may act in the place of the full Board other than with respect to the specific decisions reserved for the full Board as described in 2.f above.

c.       Meetings.  The Executive Committee will meet regularly, in person, by conference phone, or by another technology permitting synchronous discussion, as the Committee determines.  All members of the Executive Committee will receive prior notice of all Executive Committee meetings.  A quorum for any meeting of the Executive Committee shall require the attendance of at least three [3] Committee members, including the Executive Director and the representative of the Technology Host.

d.      Actions of the Committee.  Unless otherwise determined by the Executive Committee, all actions of the Committee shall be determined by a vote of a majority of the Committee members present at any meeting, by phone or in person, where a quorum is present.  The Committee may also act by unanimous written consent.

e.       Distribution/Promotion.  The Executive Committee will determine how DS is promoted and distributed, provided that any use of the name or other trademark of any participating institution will require the consent of such institution.

4.  Executive Director.

The Executive Director will be chosen from the body of the Executive Committee by joint agreement between the Executive Committee and the Management Host, and will normally but not necessarily be a member of the same institution as the Management Host.  The Executive Director's responsibility will be to oversee regular operations of DS, to maintain communications among the five parties of DS (Voting and Non-Voting Members; Board of Directors; Executive Committee; Management Host; Technology Host), and to concretely advance the DS mission.  The Executive Director chairs the Executive Committee; the term of service is indefinite and may be prolonged at the discretion of the parties involved (Management Host, Executive Committee and Executive Director).

5.  Management Host. 

The Management Host will be responsible for receiving and administering all grants and discharging all financial management responsibilities for DS.  Participants will be reimbursed by DS for such costs as may be provided for by outside grants administered by the Management Host.  The Management Host will also collect any eventual subscriptions from users, or membership contributions from Voting Members or Non-Voting Members.  The Management Host will disburse this eventual income according to directives of the Executive Director and the Board of Directors.  The Management Host will name one member of the Executive Committee. 

6.  Technology Host.

The Technology Host will execute the program of DS as defined by the Executive Director acting on behalf of the Board of Directors.  In practice, the Technology Host will be responsible for maintaining the continuous online presence of DS by hosting data (bibliographic and photographic), refreshing the data at agreed-upon intervals, developing and maintaining the search-retrieval-display powers that make the data meaningful, and bringing to the attention of the Executive Director projected shifts in technology for which DS should prepare.  In this guise, the representative from the Technology Host will work actively with the Executive Director, the Executive Committee and the Management Host to obtain funding for technology costs.  The Technology Host will name one member of the Executive Committee.

7.   Participating Institutions. 

Each participating institution (Voting Member or Non-Voting Member, defined below) will provide data (bibliographic and photographic) to DS in forms and according to standards established by DS and by agreements between DS and the participating institutions.  DS will not alter such data without the written permission of the participating institution.  Such data created by participating institutions will remain the property of the institution that created it, but participating institutions will grant DS an no-fee, non-exclusive license to use this data.  Any institution that, withdrawing from DS,  also intends to withdraw its data from DS shall give 30 days' written notice to the Executive Director, the Board of Directors, and the Technology Host . 

8.  Voting and Non-Voting Members. 

Voting Members are those participating institutions who commit to active involvement in the governance and management of DS by means of that institution’s representative’s regular attendance at announced meetings, or other continuous or supportive participation; the attendance and/or participation will be at the expense of the Voting Member.

Non-Voting Members participate fully in the work of DS, but do not make a commitment to the on-going governance and management of DS.

9.  DS Property. 

DS property includes any associated marks, and all ideas, inventions and works of authorship acquired with DS funds.  DS property does not include any ownership rights in any data created by any individual institution described above, but only the use of that data, whether bibliographic or photographic.

a.       Ownership.  Each Voting Member will own a pro-rata interest in all DS property.  Non-Voting Members shall have no ownership interest in DS property.  Unless otherwise approved by the Board, all DS property will be used solely in connection with DS and with other academic, scholarly or cultural purposes of the Members.  Members may not modify, transfer or encumber any DS property within the context of DS, but each will retain control of its own intellectual property.

b.      Use of DS Name.  Members will use the name “Digital Scriptorium” and any associated mark only in conformance with agreed standards.  Each of the Members may use the name “DS” and the associated marks to indicate the association of DS with the institution.

c.       Open Source Policy.  It is the policy of DS to produce open-source software whenever possible, and to publish for free use by others its data structures and standards.

10.  Termination/Withdrawal.

a.       By Voting Members.  Subject to any restrictions imposed under any grant or other funding instrument, any Voting Member institution may withdraw from DS (or convert to a Non-Voting Member institution) following 30 days’ written notice to the Executive Director and the Board of Directors.

Should the withdrawing Voting Member also wish to remove its contributed data (bibliographic and photographic) from DS, that intent must be stated in writing to the Executive Director, the Board of Directors and the Technology Host with 30 days' notice before the intended withdrawal.

b.      By Non-Voting Members.  Subject to the terms and conditions of the participation agreement, Non-Voting Members may withdraw on 30 days' notice to the Executive Director and the Board of Directors.  Should the withdrawing Non-Voting Member also wish to remove its contributed data (bibliographic and photographic) from DS, that intent must be stated in writing to the Executive Director, the Board of Directors and the Technology Host with 30 days' notice before the intended withdrawal.

c.       Continuation Following Withdrawal.  Upon withdrawal of any Member, the non-withdrawing parties may elect to continue DS without the participation of the withdrawing party.

d.      Dissolution.  If the Board of Directors should decide by unanimous vote not to continue DS, all assets of DS shall be distributed to another non-profit entity with related purposes, to be chosen by the Board.  In such a case, each Member will continue to hold all rights to its own intellectual property and will be free to use DS property, subject to any rights of the other Members.

e.       Conversion to 501(c)(3).  Upon qualification of DS under 501(c)(3), all rights to DS property will be transferred to the 501(c)(3) at no charge.  Any Member at the time of the conversion which does not wish to be a Member of the 501(c)(3), shall automatically be converted to a Non-Voting Member upon execution of DS’s standard license agreement in effect at such time.

11.  Amendments to Bylaws. 

Upon recommendation by the Executive Committee or by direct motion, these Bylaws may be amended by the vote of 2/3 of the Board of Directors.  All recommended amendments shall be presented in writing to the Board no less than two weeks in advance of a scheduled meeting, and opportunity for comment and discussion at a meeting of the Board shall be provided before any amendment is adopted.

12.  Reservation of Rights in Member Institutions. 

DS understands that each of its Members is an educational and/or research institution, subject to certain laws and regulations and its own set of governing documents.  Nothing in these Bylaws shall require or allow any Member or Member representative to take any action or make any commitment in conflict with such laws, regulations or documents.  DS understands that qualification under 501(c)(3) shall require the consent of an authorized officer of each Member and shall provide Members with such documents, information and assistance as may be requested in connection with such conversion.

13.  Limitation of Liability. 

No Member shall have any liability for the actions of another Member in connection with DS.

14.  No Private Benefit. 

DS was organized to further the educational, cultural and research missions of its Members and is dedicated to that purpose.  No resources of the consortium shall be used for the private benefit of any individual or organization.