TEI Bylaws

1. Members.

Classes of Members

Institutions, consortia, organizations, projects and companies can be members of the TEI-C. 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, as specified in Article II, section 3 of these bylaws. Members will have the right, also, to propose officially sanctioned TEI-C training and services, with such agreements screened by the TEI-C Council and approved, ultimately, by the TEI-C Board of Directors.

Subscribers and Sponsors

In addition to members, the TEI-C shall have subscribers and sponsors. Subscribers and sponsors will pay dues and will enjoy many of the benefits that members enjoy, but they will not vote.

Application

Any organization eligible to become a member (and any individual or organization eligible to become a subscriber or sponsor) of the TEI-C 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 the TEI-C. 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 (or subscribers or sponsors).

Dues, Etc

Members (and subscribers and sponsors) shall pay dues (and such other charges and assessments 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 (or subscribers or sponsors) with respect to the amount or timing of dues or other charges or assessments. Notice of any dues increase approved by the Board of Directors shall be provided to members, subscribers and sponsors at least 60 days prior to the annual billing date for dues. No member (or subscriber or sponsor) shall be entitled to a refund of any dues or other charges or assessments upon resignation or termination.

Special Categories

The Board may from time to time establish special categories 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.

2. Membership Requirements.

The Board may establish such attendance and other requirements as it deems proper.

3. Duration.

Each member may 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.

4. Termination.

The Board of Directors may terminate a membership (or subscribership or sponsorship) in the TEI-C upon a good-faith finding of (a) misconduct by such member (or subscriber or sponsor) reflecting discredit upon the TEI-C or (b) violation of these bylaws (including but not limited to the nonpayment of dues or other required charges or assessments).

5. Resignation.

Any member (or subscriber or sponsor) may resign from the Consortium by delivering written notice of resignation to the Secretary. Such resignation shall be effective upon the Secretary's receipt of such written notice.

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 December 31st shall be designated as the annual meeting. At the annual meeting, the Chair shall report on the operation of the TEI-C 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 one-third or more of members of the TEI-C 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, either in person, dispatched by major courier service guaranteed for delivery in three days or less, electronically mailed, or mailed by first class (domestic) or airmail (international) post, postage-prepaid. The Secretary 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 either in person or by certificate delivered to the Chair of the TEI-C. 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, members shall be entitled to voting rights as provided in Article I of these bylaws. Upon application for membership, it is the responsibility of each member to designate an elector empowered to cast votes for that member: only designated electors will be permitted to vote. In the event that a member wishes to change its designated elector, the original applicant for that member organization must deliver written notice to the Secretary of the TEI-C, identifying (with full contact information) both the original elector and the new elector, and stating that electoral rights should be transferred from the former to the latter. Such notice shall be given not less than fourteen (14) days before the date of the first meeting in which the member wishes its new elector to be entitled to vote. Notice shall be deemed duly given when it has been either delivered in person, dispatched by major courier service guaranteed for delivery in three days or less, electronically mailed, or mailed by first class (domestic) or airmail (international) post, postage-prepaid, to the address of the Secretary of the TEI-C, as it appears on the TEI-C web site. In the event that a member has not designated an elector at least fourteen (14) days before a meeting, the member's vote cannot be cast at that meeting.

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 twenty-one (21) 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, dispatched by major courier service guaranteed for delivery in three days or less, electronically mailed, or mailed by first class (domestic) or airmail (international) post, postage-prepaid, to the address of such member as it appears on the records of the TEI-C.

5. Quorum.

A quorum at any meeting of the members, whether annual, regular, or special, shall exist if at least one-third 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 these bylaws.

1. Selection of Officers.

The officers of the TEI-C shall be elected by the Board of Directors and shall consist of a Chair, a Vice-Chair, a Secretary, a Treasurer, and a Council Chair. The Board of Directors may also select additional officers as it deems necessary or appropriate from time to time. The officers of the TEI-C shall have the respective powers set forth herein and as otherwise provided by resolution of the Board of Directors. With the possible exception of the Treasurer and Council Chair, each officer of the TEI-C 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 the TEI-C and shall, subject to the direction of the Board of Directors, generally supervise and manage the affairs of the TEI-C. 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. The Chair shall, if present, preside at all meetings of the Board of Directors and of the members.

3. Vice-chair.

In the absence of the Chair, the Vice-chair shall carry out the Chair's duties at meetings. In the event the position of Chair becomes vacant, the Vice-chair shall carry out the Chair's duties as set forth in Section 2, above, until the Board elects or appoints a successor Chair.

4. 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 the TEI-C 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.

5. Treasurer.

The Treasurer shall collect, have custody of and be responsible for all funds of the TEI-C, 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 fiscal year (December 31st) at the annual meeting. All checks, drafts, notices and orders for the payment of money issued by the TEI-C and other similar documents requiring the signature of the TEI-C 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. In the event that the Treasurer is not selected from among the Board of Directors, the Treasurer shall become a member of the Board.

6. Council Chair.

A Chair shall be appointed by the Board to direct the business of the Council and be responsible ultimately to the Board for activities of the Council and its workgroups, including the maintenance and development of the Guidelines. In the event that the Council Chair is not selected from among the Board of Directors, the Council Chair shall become a member of the Board.

1. Directors.

The Board of Directors shall initially consist of a minimum of seven (7) Directors and a maximum of nine (9), and thereafter may be increased or decreased within the foregoing range from time to time by a majority vote of the Board of Directors then in office, or by members. Four of the Directors will be representatives of the TEI Hosts: in the event that the TEI-C has more than four Hosts, the Hosts will choose their representatives to the Board by simple majority vote among themselves. Other Directors will normally be elected by the members, except during the first two years of the TEI-C, when the three scholarly societies that originally sponsored development of the TEI (the Association for Literary and Linguistic Computing, the Association for Computers and the Humanities, and the Association for Computational Linguistics) will each have the option to appoint a representative to the Board of Directors. In the event that the appointive option of any of the Hosts or the original sponsoring societies is not exercised, the resulting vacancy on the Board shall be filled by a vote of members in normal or special elections. Individuals need not be TEI-C sponsors or subscribers or constituents of TEI-C members in order to 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 members, in normal or special elections. Vacancies in a Director position resulting from other causes shall be filled by the vote of members in normal or special elections.

2. Term and Class.

Each Director shall be elected for a term of two (2) years, or in the case of election to fill a vacancy between regular elections, for the term remaining for such vacant position, except as provided in Section 1, above. 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. Elections.

At each annual meeting the members will elect members to any of the elected positions on the Board of Directors due to be vacated. Terms of office begin at the following January 1st. Elected Directors will serve a two-year term ending on December 31. 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. Directors may attend Board meetings by telephonic or other two-way connection provided that the Director(s) not physically present can hear, and be heard by, all those participating in such meeting, and a Director so participating shall be deemed present for quorum purposes. 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. In the case of a special meeting of the Board of Directors, no business other than that specified in the notice of the meeting shall be transacted, unless all members of the Board are present at such meeting and consent to the transaction of such other business.

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, unless a greater vote of the Directors is required by law or these bylaws, or pursuant to the Members' Agreement. In lieu of action at a normal or special meeting, the Board may act pursuant to unanimous written consent signed by all Directors in one or more counterparts which together shall constitute a single instrument, and the Board may authorize, to the extent consistent with the laws of the Commonwealth of Virginia, the use of secure electronic signatures to sign such instruments if circulated by electronic mail.

6. Notice of Meetings.

Written notice of all meetings of the Board of Directors shall be required. Written notice shall be given at least seven (7) days prior to regular meetings and at least fourteen (14) days prior to special meetings. The notice shall state 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, dispatched by a major courier service guaranteeing delivery in three days or less, electronically mailed, or mailed by first class (domestic) or airmail (international) post, postage prepaid, to the address of such Directors as it appears on the records of the TEI-C.

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 the TEI-C, 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-C Council.

The Board of Directors shall establish a TEI-C Council to superintend the technical work of the TEI-C. The TEI-C Council will consist of twelve members, who need not be TEI-C sponsors or subscribers or constituents of TEI-C members, and non-voting staff and advisors, who may be appointed by the Council as needed to assist it in carrying out its tasks. The TEI-C Council membership shall include the Chair of the Consortium and at least one other person designated by the Board of Directors. The Board shall also appoint the Chair of the Council. This Chair may be drawn from the Council's elected or appointed members.

Except as specified in these bylaws or as designated by the Board of Directors, TEI-C Council members will be elected to two-year terms by TEI-C members, with nominations and service open to the general public; at each annual meeting the members will elect members to any of the elected positions on the TEI Council due to be vacated. Terms of office begin at the following January 1st. Elected Council members will serve a two-year term ending on December 31. In the election of Council members each elected Council position shall be voted on as a separate matter with each member entitled to vote receiving one vote for each Council position.

The work of the TEI-C Council will be to collect, propose, evaluate, and implement editorial changes to the TEI Guidelines(and its derivatives), to produce up-to-date documentation for the TEI, propose and assist in the preparation of training documents and tutorials, evaluate agreements for official TEI-C training, services, and collaborations and make recommendations to the TEI-C Board concerning endorsement of such training, services, and collaborations.

The TEI-C Council may delegate any of these functions to appointed working groups or committees, at its discretion. The TEI-C Council will also have the power to create working groups or appoint non-voting staff and advisors with a fixed term and a specific charter. Funding for Council workgroups or non-voting staff and advisors (if required) must be approved by the Board in advance of the appointment.The TEI-C 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-C Council shall constitute a quorum.

3. TEI-C Hosts.

Upon incorporation, the first four TEI-C 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 Research Technologies Service), and The University of Bergen, represented by theDepartment of Culture, Language, and Information technology, each of whom shall serve a four-year term. Thereafter, the Board of Directors shall select a minimum of four TEI-C 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 the event that a Host representative vacates one of the four Host seats on the TEI-C Board and there are at that time more than four Hosts, the remaining Hosts shall collectively select the replacement Board member. In the event that there are fewer than four Hosts, the seat on the Board shall be empty until filled by the normal Host selection process. In selecting Hosts, the Board of Directors shall respect those fundamental principles of the TEI-C calling for international and interdisciplinary representation. Hosts must be members of the TEI-C. 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-C and to organize, convene, or assist in TEI-C meetings. Hosts may also assist the TEI-C in recruiting members, raising endowment, providing training or consulting to members, and disseminating information and tools relevant to the use of TEI.

4. Nominating Committee.

Not less than three months prior to the notice date for each annual meeting of the members, the Board of Directors shall appoint a Nominating Committee consisting of two (2) or more of the Directors, one of whom the Board shall designate as the Chair of the Nominating Committee. The Nominating Committee shall 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 one or more 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. In addition, the Nominating Committee shall prepare the slate of officers to be presented at the annual meeting of the Board of Directors, soliciting Board members and others, to the extent permitted in these bylaws, for such positions and securing written confirmation that each officer candidate, if elected, is willing to serve. This slate of proposed officers shall be contained in the notice of the annual meeting of Directors. Except as otherwise provided in these bylaws, in the event of a vacancy on the Board of Directors or the Council, members shall, at a regular or special meeting, elect a replacement to serve the remaining term of such vacant position.