The bylaws presented here are those proposed at the time of incorporation and subsequently revised by the TEI Board. They may be revised further by the TEI Board, as described herein. The bylaws specify different classes of membership, and other details of the organizational structure of the Consortium, such as its Board of Directors and Committees. For full details, please consult the table of contents for this section.
Article I. 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 Technical 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.
- 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.
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 4 of this Article or by resignation as provided in Section 5 of this Article.
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).
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.
Article II: Meetings of Members
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. The notice of each annual meeting shall include an electronic ballot or proxy for the election of the members of the Board and such other matters as may require the vote of the membership. If a proxy if provided, such proxies shall be returned to the Secretary by the time designated in the material sent with the notice of meeting. The Secretary will tabulate the results of the matters on which a vote is taken. 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.
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.
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.
Quorum on votes taken 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, or have received an electronic ballot. The vote of a majority of the members entitled to vote 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. In the event quorum is not achieved at a meeting of the membership, the issue in question shall pass to the Board for resolution.
Article III: Officers
1. Selection of Officers.
- Council Chair
- Membership Secretary
Officers shall be elected by the Board for a maximum term of two years with possibility of reelection to subsequent two-year terms.
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.
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.
In the absence of the Chair, the secretary shall carry out the Chair's duties at meetings. In the event the position of Chair becomes vacant, the secretary shall carry out the Chair's duties as set forth above, until the Board elects or appoints a successor Chair.
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, invoices, notices and orders for the payment or receipt 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.
5. Council Chair.
A Chair shall be appointed by the Board to direct the business of the TEI-C Technical Council and be responsible ultimately to the Board for activities of the Council and its workgroups, including the maintenance and development of the Guidelines.
6. Membership Secretary.
The membership secretary shall be responsible for the recruitment and maintenance of the member and subscriber rolls and direction and development of membership and subscription benefits and programmes. The membership secretary shall assist the treasurer in annual invoicing. In addition to day-to-day activity, the membership secretary shall also be responsible for the strategic development of the membership.
Article IV: Board of Directors
The Board of Directors shall consist of three classes of members, elected, appointed, and Partner representatives. After a transition year in which the number of elected members shall be increased to 6 by special election, the elected membership of the board shall consist of 8 members, chosen by the membership as described in Article II. Additional members, officers, and observers may be appointed by the board as necessary for the efficient conduct of its business. In addition, all Partner institutions (see Article VI.3) shall have the right to designate a representative to the board to assist and advise in its deliberations and decisions. Only board members elected by the membership as described in Article II shall be eligible to vote in Board decisions.
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 elected 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 elected Directors shall affect the tenure of any incumbent Director. Any vacancy among the elected membership of the Board shall be filled by the vote of members in normal or special elections.
Each elected Director of the Board 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.
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.
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.
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.
Article V: Funds
Funds for meeting the expenses of the TEI-C 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 specified in a Membership Agreement to be signed by each new member of the TEI-C, 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.
Article VI: 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 Technical Council.
The Board of Directors shall establish a TEI-C Technical Council to superintend the technical work of the TEI-C. The TEI-C Technical 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 Technical 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 Technical 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 Technical 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 Technical Council may delegate any of these functions to appointed working groups or committees, at its discretion. The TEI-C Technical 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 Technical 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 Technical Council shall constitute a quorum.
3. TEI-C Partners.
The Board of Directors shall select TEI-C Partners, using a public Request for Proposals process. Partners may be re-appointed for second and subsequent terms, but they must participate in the RFP process. In selecting Partners, the Board of Directors shall respect those fundamental principles of the TEI-C calling for international and interdisciplinary representation. Partners must be members of the TEI-C. Partners 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. Partners 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. Each Partner may also designate a representative to advice the board of directors and participate in its deliberations. Partner representatives may be drawn from the elected membership of the board as described in Article IV.1 or appointed to the board by the Partner. In keeping with Article IV.1, Partner representatives who are not drawn from the elected membership of the board may not vote in Board decisions.
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 Technical 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.
Article VII: Amendments
These bylaws may be repealed or amended or new bylaws adopted by affirmative vote of at least one-half of the members of TEI-C voting in person or by proxy at a regular or special meeting, or, to the extent permitted by law and not in conflict with the Articles of Incorporation, by a true majority of the Board of Directors then in office acting at a regular or special meeting, or by unanimous written consent of the Board. With respect to any meeting of members at which a Bylaw change is to be put to a vote, notice of such proposed change to the bylaws, including the text thereof, shall be included in the notice given for such meeting. With respect to any Board meeting at which a Bylaw change is to be put to a vote, notice of such proposed Bylaw change, including the text thereof, shall be given twenty-one (21) days before the date of such meeting, by any of the various means set forth in Article IV, above.