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Approved 7th March 2006 Preamble Any constitution exists first and foremost to allow the organisation to fulfil its objectives as effectively as possible. The OSC is a young, fast changing, organisation and the constitution reflects this. We have not attempted to deal with every possible occurrence, nor to weigh the OSC down under a mass of bureaucracy. Instead, this constitution aims to provide a solid, lightweight framework with gaps and grey areas being dealt with by the OSC Executive Council. Legal status of the OSC and members The Open Source Consortium is a company limited by guarantee. It is a not-for-profit organisation which retains funds to run itself internally and meet its objectives. An OSC member, by virtue of their membership, becomes a guarantor of Open Source Consortium Ltd. The liability of any guarantor is limited to £1, which is part of their first OSC membership fee. Membership of the Open Source Consortium implies benefits, responsibilities and adherence to rules as set out in this constitution and the membership agreement each member signs. It does not imply any additional relationship, legal, commercial or other, with the OSC or other members. Unless otherwise stated, nothing in this constitution should be interpreted as affecting the activities of members beyond their dealings with or through the OSC itself. OSC Membership The rules and criteria for membership OSC are contained in a separate document, the OSC Membership Agreement, which each member must sign. The OSC Executive Council may waive or vary membership fees for any member, though this power should only be used in exceptional circumstances. OSC Objectives To increase member revenue by creating opportunities for members to tender for and participate in large public sector contracts which they would not otherwise be able to become involved in. To represent the interests of members in the media and through political lobbying. To achieve such other objectives as the membership decides.
AGM An Annual General Meeting must be held every twelve months (the clue's in the name) with all members being given at least one month's notice. Members may vote in an AGM as follows - each member shall have one vote on any item. - a member who is present at the AGM may vote. - a member may vote by post or email on any item announced with the AGM notice, providing the OSC receives the vote prior to the day of the AGM. - any items not announced in the AGM notice shall not take effect for one month after the AGM. During that month, any member may vote by post or email on the item. If, during that month, at least 25% of OSC members call for an EGM to reconsider the item, it shall not take effect until after ratification at the EGM. The AGM has the power to set OSC policy (with the agreement of over 50% of members present). A two-thirds vote of members present at an AGM is required to amend the OSC Constitution, amend the OSC membership agreement or expel any elected OSC official from office (triggering an election). An AGM shall be considered quorate only if at least 25% of members are present. An AGM may make decisions when inquorate, but the decision only becomes valid when 25% of members have voted (including postal and electronic votes cast before or after the AGM). EGM An Extraordinary General Meeting can be called at any time by at least 25% of all OSC members. Once an EGM has been triggered, it is the responsibility of the Chief Executive to ensure that all members are informed promptly and the meeting is held between one and two months from the date that it was requested. An EGM has the same powers as an AGM. An EGM shall be considered quorate only if at least 25% of members are present. An EGM may make decisions when inquorate, but the decision only becomes valid when 25% of members have voted (including postal and electronic votes cast before or after the EGM). OSC Internal elections All elected positions in the OSC will be elected using a proportional
voting system such as the Condorcet or Single Transferable Vote systems. All elected positions are open to any individual member or any employee or director of an associate or full member company. From an election being declared, there must be a gap of at least one month until nominations close and a further gap of at least one week until voting takes place. The Executive Committee must appoint a returning officer, who may not be either a candidate or in the same company as a candidate, to oversee the election and ensure it is free, fair and in line with the rules. The returning officer need not be an OSC member. OSC Executive Council The Executive Council is the ruling body of the OSC. The Executive Council must seek to be as open as possible, with all decisions, minutes, policy documents and other documentation made available to the full membership unless inappropriate to do so, due to commercial confidence or individual privacy concerns. Membership The OSC Executive Council consists of : The head of each OSC Regional group. A director of Open Source Consortium Ltd. The President of the OSC. The Chief Executive of the OSC Three elected members
The Executive Council may, with the agreement of over half of all Executive Council members, co-opt additional members to itself. Such co-options must be announced to the full membership within one week. Meetings The OSC Executive Council must meet at least six times in each calendar year (council meetings may be virtual meetings, such as phone conference or IRC, but there shall be at least three face to face meetings each year), with meetings advertised to all OSC members at least one week in advance and open for all members to attend. A meeting shall be quorate only if at least 4 members are present. An inquorate meeting cannot make any decisions but does count as one of the six annual meetings. In addition, the OSC Executive Council must have an online method of private communication where all Executive Council members can see all messages. All meetings must be minuted and the minutes made available to the full OSC membership. Decision making Official OSC policy can be made in the following ways : The OSC Executive Council does not have the power to amend this constitution. Constitutional amendments only become effective when ratified by over two thirds of members in a valid vote from an AGM or EGM. For decisions not involving a change to this constitution, a proposal becomes official OSC policy if any one of the following apply (in the event of conflicts, the first applicable situation below takes effect). It is posted to the OSC members list and over half of all OSC members signal their approval. It is considered at an AGM or EGM and over half of OSC members present signal their approval. It is posted to the OSC Executive Council mailing list and over half of all OSC Executive Council members signal their approval. It is discussed at an OSC Executive Council meeting and over half OSC Executive Council members present approve.
The Executive Council must appoint one person to keep a record of OSC policy. All OSC members must be able to access both current and past OSC policy. Responsibilities of Executive Council members
This update reflects the reality of how the OSC works: we have no paid secretariat, so the Exec Council is both decision making body and the first port of call for actually doing things.
All members of the Executive Council share the responsibility of ensuring the OSC works effectively towards its objectives.
The responsibilities of every Executive Council member include:
* Keeping up to date with Executive Council discussions, such as on email lists.
* Casting a vote when one is requested (for example, on the email list). An abstention is a valid vote.
* Attending Executive Council meetings (both physical and virtual).
* Taking on tasks during their term of office and completing them in a timely fashion.
* Representing the interests of the members of the OSC, either as a whole or, for regional representatives, in their region.
Should a member fail to meet these responsibilities over a three month period, the Executive Council has the option of forcing them to stand down. To do so, all Executive Council members may vote except the person under consideration. If at least two thirds of those eligible to vote vote to expel the council member, the member must stand down. A person so removed may not rejoin the Executive Council until after the next election for Chief Executive.
OSC Chief ExecutiveThe Chief Executive is responsible for the management and direction of the OSC and for ensuring the OSC Executive Council fulfills its obligation to implement and promote OSC policies and objectives, on behalf of the members. The Chief Executive is empowered with a casting vote and discretionary powers on its use.
OSC President The President is responsible for promoting the objectives and policies of the OSC and as such acts as a focal point and figurehead in external relations. OSC Working Groups OSC Working groups concentrate on particular areas. Working groups can be created, changed and disbanded by the Executive Council as it sees fit. Working groups must be publicised to all members and open to all members to join, unless, in exceptional circumstances, the Executive Council decides otherwise. Each working group is free to organise itself as it chooses, subject to being overruled by the Executive Council. Working groups may choose to restrict their membership. Each working group must, by some fair mechanism, choose someone to be the head of the group. OSC Regional Groups OSC Regional Groups are groups of companies in a particular region. The location of a company is determined by the postcode of its head office. The regions are as defined by the Office of the Deputy Prime Minister, with the countries of Scotland and Wales each being equivalent to a region for this purpose. All OSC members in a region are automatically members of the regional group. Each regional group may elect a representative to sit on the Executive Council for twelve months, following OSC internal election rules. Where no representative has been elected, or the elected representative has stood down, the Executive Council may co-opt a regional representative from any member in the region, or any other member should no candidates be available from the region. Doing business as or through the OSC The primary function of the OSC is to increase the revenue of our members by allowing them to bid for, win and participate in public sector contracts they would otherwise have been too small to tackle. The rules are intended to fulfil three objectives : 1. To incentivise member companies to pursue OSC business even if their company may not end up doing the work. 2. To provide clarity for both members and clients in what they can expect when work is done. 3. To give both members and clients positive reasons to work with the OSC. To achieve this, the OSC operates an internal marketplace. The rules for the marketplace are held in the document OSC Internal Marketplace Rules. All members agree to abide by these rules when participating in the internal marketplace. OSC work is divided into different tiers. Implications of working at each tier are defined in the OSC Internal Marketplace Rules. Tier 1 Tier 1 business is gained through networking within the OSC but not using the OSC name. It does not have to meet OSC professional standards and the involvement of the OSC will normally be limited to providing the environment within which the work was passed. Tier 2 Tier 2 business is undertaken by one or more OSC members under the OSC name. The client contracts with a prime contractor company which is not the OSC. Because the OSC name is being used, work done must meet OSC professional standards and the OSC may become involved when required; for example to sort out problems. Tier 3 Tier 3 business occurs when the client contracts directly with the OSC. The OSC finds member companies to perform the work. These companies subcontract with the OSC at an agreed rate. Funding Income The OSC has three main sources of income. Members pay an annual membership fee depending on their level of membership. The OSC takes a percentage of revenue from tier 2 and tier 3 OSC business. The OSC may accept donations or payments from third parties if approved by the Executive Council.
In tier 3 work, the OSC acts as prime contractor. The OSC invoices clients and receives payment, on the understanding that all received money (less the cut for OSC funding) will be paid out to those subcontracted to perform the work. Expenditure The OSC is a not-for-profit organisation. It may retain and use funds for a number of purposes, at the discretion of the Executive Council : To cover the expenses of OSC members engaged in OSC business (e.g. attending meetings). To pay salaries and benefits for full or part-time staff employed by the OSC. To pay reasonable and appropriate professional fees to OSC members engaged in OSC business. To further the objectives of the OSC, for example by paying for external consultancy, printing costs, marketing costs, trade fairs and press conferences. To pay subcontractors in tier 3 work, where the OSC is prime contractor. To make any payments it is legally obliged to do, such as paying tax and meeting legal bills.
This should not be interpreted in any way as a statement that the OSC will pay for these; merely that it has the option of doing so. Disciplinary powers The OSC Executive Council has the power to discipline members. Where disciplinary action is undertaken, it is the responsibility of the Executive Council to ensure that the process followed is fair and open with adequate opportunity for the accused member to mount a defence. Disciplinary offences 1. Bringing the OSC or FLOSS into disrepute (for example by publically disparaging FLOSS or the FLOSS development model). 2. Using the OSC name or branding inappropriately (for example, to give the impression that the member speaks on behalf of the OSC).
3. Breaking the OSC membership or constitutional rules as they apply to that member 4. Failure to vote in at least four consecutive OSC member ballots over a period of at least six months. This includes OSC internal elections, votes in AGMs or EGMs and other full member votes. Members may be disciplined for activities performed outside the OSC. This is an exception to the rule that the constitution only applies to members' activities within the OSC. Available sanctions 1. Issue a warning to a member. 2. Change in membership level from full member to associate, with no refund of membership fee for that year. 3. Removal of any individual member, company employee or director from the OSC Executive Council or any OSC working group. 4. Expulsion of the member from the OSC.
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