DRAFT Horowhenua Library Trust KOHA Committee RULES

First draft is at http://kete.library.org.nz/site/documents/show/46-rules-for-koha-subcommittee-of-hlt - this was converted by mjray using ps2ascii on it and editing the output to add wiki formatting.

jransom would like to get this doc on the next agenda, so please reach consensus by 20 Feb 2010 if we can, but this is not an absolute deadline.

Revised by Bob Birchall 21 Feb 2010

• Committee means the committee constituted by these rules.

• Member means a member of the committee appointed from time to time in accordance with clause 5.

• Koha Software means the software known as the Koha Integrated Library Management System originally developed for Horowhenua Library Trust, further developed by the Koha Community and distributed from the website maintained by the Koha Community (currently http://koha-community.org).

• Koha Project means the sum of a) all public activities performed for the intentional benefit of the Koha Software and b) all acquired Property relating to the Koha Software.

• Koha Community means those individuals and entities with a present active interest in the Koha Software or the Koha Project. Active Interest means either a) a present or proposed implementation of the Koha Software or b) active participation in any aspect of the Koha Project. This definition is intended to allow for the broadest possible membership while requiring a minimum level of participation.

• Property means all property including rights of the Koha Project whether in physical or electronic form and includes copyrights and related rights where those rights have been surrendered to the Trust.

• Trustees means the Trustees of Horowhenua Library Trust.

• Trust means Horowhenua Library Trust.

The objects for which the Committee is established are:

1. to advise the Trustees regarding the acquisition and safeguarding of property of the Koha project;
2. to advise the Trustees regarding the disposal of property of the Koha project;
3. to represent to the Trustees the views of the Koha community, insofar as these can be determined through the various forums that may exist from time to time within the community;
4. to make any other representations to the Trustees that the Committee believes to be in the best interests of the Koha project.

1. The Committee has power to make recommendations to the Trustees.
2. The Committee has power to canvass the opinions of the Koha project by whatever means the Committee members deem appropriate.
3. The Committee has no other powers other than those necessarily implied to enable the pursuit of the Objects specified in Clause 2.
4. The Committee has no power to incur any expenditure or enter into any obligations on behalf of the Trust, without the specific prior consent of the Trustees.
5. A recommendation of the Committee does not bind the Trustees.

Should at any time a Foundation, Association or other entity (hereafter “entity”) be established for the purpose of governance of the Koha Project, then the Committee after proper consideration may recommend to the Trustees that any or all Property of the Koha Project be transferred to the entity. Matters that may be considered by the Committee in formulating a recommendation to the Trustees may (but need not) include:

1. the constitutional form of the entity;
2. whether the entity is established as a not-for-profit entity;
3. whether the entity is established in a jurisdiction having appropriate rules for the conduct of such entities;
4. whether the entity has Rules that are consistent with the objectives of the Trust in safeguarding the Property of the Koha project;
5. whether the entity's Rules provide appropriately for the long term governance of the Koha Project;
6. whether the entity has the means to sustain its objects in the long term;
7. whether the entity has broad support within the Koha Community as being the appropriate entity to conduct the governance of the Koha Project.

1. The number of members of the Committee shall not exceed seven (7).
2. No more than 30 per cent of Members (rounded down) may be appointed who have a material financial interest in or are employees of the same organisation or whose organisations have a supplier / customer relationship. If at any time a breach of this clause is identified, the relevant Member last appointed shall resign.
3. The Trust may appoint a Trustee to be a Member of the Committee. The Trust may at any time change its nominee to the Committee. The Trust nominee will be Chair of the Committee.
4. The Trust may appoint the Head Librarian of the Trust to be a Member of the Committee. If so appointed, the Head Librarian shall be the Secretary of the Committee.
5. The persons who from time to time hold the following roles within the Koha Project shall be Members of the Committee:
   • the Kaitiaki;
   • the Release Manager for the forthcoming release;
   • the Release Maintainer for the current stable release;
   • the Translation Manager;
6. In addition, the Committee may at its sole discretion appoint an additional person from within the Koha Community to be a Member of the Committee. If the Trust has not made an appointment under Clause 5.4 then the Committee may, subject to Clause 5.1, appoint a further Member.
7. A Member appointed under Clause 5.6 holds office for a term of two years. A retiring Member is eligible for reappointment.
8. A Member shall be considered to have vacated his or her position if the Member:
   • resigns;
   • ceases to hold a position listed in Clause 5.5;
   • being a Member appointed under Clause 5.6, retires and is not reappointed;
   • is not present at three consecutive meetings of the Committee unless leave of absence has been granted by the Committee;
   • becomes of unsound mind or a person whose person or estate is liable to be dealt with under the law relating to mental health in the jurisdiction of that person’s residence; or
   • dies.
9. The Committee may appoint a Member to fill a casual vacancy and in that case the Member shall hold office until the end of the term of the Member whom they replace.

1. The Trust may appoint the Secretary of the Committee in accordance with Clause 5.4.
2. If the Trust has not made an appointment under Clause 5.4, then the Committee shall elect one of its number to be Secretary.
3. The Committee may appoint a person to be the Acting Secretary or temporary substitute for the Secretary.
4. The Secretary shall publish the minutes of meetings of the Committee to Koha Community forums but only after they have been approved by the Chair (or Acting Chair). This clause implies no obligation on the part of the Trust to publish any material whatsoever.

1. The Committee shall meet on at least four (4) occasions in any calendar year.
2. The Chair or the Secretary may convene a meeting at any time by giving seven (7) days notice in writing to the Members. A notice given by email is given in writing.
3. The Secretary shall convene a meeting if requested to do so by four (4) members. Seven days notice in writing shall be given.
4. Resolutions of a meeting shall not be invalid merely because adequate notice of meeting was not given.
5. Meetings may be held:
   • in person;
   • by teleconference or video conference;
   • on the #koha irc channel.
6. The quorum for a meeting of the Committee is one half of the maximum number of Members (as specified in Clause 5.1) rounded up. A Member who is not entitled to vote on a matter shall not be counted in determining whether a quorum is present. The quorum must be present at all times during the meeting.
7. No business may be transacted at any meeting at which a quorum is not present.
8. If there is a vacancy for a Member, the remaining Members may act but if the number of Members is not sufficient to constitute a quorum at a meeting, then they may act only for the purpose of appointing sufficient additional Members.
9. If the Chair is not present at a meeting the Members may elect one of their number to be the Acting Chair.
10. A resolution of the Committee must be passed by a majority of the votes cast on the resolution.
11. The Chair has a casting vote if necessary in addition to any vote the Chair has as a Member. The Chair has a discretion both as to whether or not to use the casting vote and as to the way in which it is used.

1. A Member who has a material personal interest in a matter that is being considered by the Committee:
   • must not be counted in a quorum; and
   • must not vote on the matter; and
   • must not be present whilst the vote on the matter is being considered by the meeting.
2. The Committee may determine that a Member's interest in a matter is not material.
3. Nothing in this clause prevents a Member from being present and voting merely because the Member has an interest in a business that provides Koha support services to persons or entities within the Koha Community.

1. These rules may be amended by resolution of the Trust.
2. This Committee may be dissolved:
   • by resolution of the Trust; or
   • by resolution of the Committee following appropriate consultation with the Koha Community.