To all the Members of Open Source Matters, Inc.

It is with great pleasure that I invite you to attend the Special Members Meeting of Open Source Matters, Inc. on Thursday, January 21, 2021 at 18:00 UTC, online in a dedicated channel on Glip.

Planned meeting time is 30 minutes.

If not done yet, you will be added by your Team Leader to the dedicated channel on Glip a few hours before the meeting.

This Special Members Meeting is called with the purpose to amend the Bylaws of the Corporation and it's called pursuant Article XI and Section 4.06(C) of the Bylaws of the Corporation.

Purspose of the Meeting

This meeting has been called with motion #2021-001 with the purpose to amend the Bylaws of the Corporation.

Summary of proposed changes to the Bylaws

Changes to bylaws throughout:

• Ombudsman to Ombuds for gender neutrality.
• Clarification of Teams and Working Groups.

Article II

• Change of the principale address of the Corporation.

Article III

• Minor changes to fix existing errors or clarify definitions.
• Clarify differences between Team and Working Group.
• Corrected references to other articles/sections.

Article IV

• Changes to show differences in Classes for Team Members and Working Group Members/Teams and Working Groups.
• Add language that if annual revalidation of Members’ data aren’t consented, that they are no longer considered members.
• Fix capitalisation and grammar errors.
• Specify text regarding Volunteers Portal or the Corporation Website.
• Give the Ombuds the right to request an extension of five days to provide a written report to the board regarding removal or suspensions of Members. The Ombuds can attend Special Full Board Meetings to discuss specific cases and proposed actions.
• Clarify proxy voting within Member Classes. No changes, just clarifications.
• Clarify how 10% of Members can request a Special Member Meeting.

Article V

• Clarifying election terms for Class 3 Members regarding DCs (Directors)
• Combine the Semi-Annual Board Meeting with the Semi-Annual Full Board Meeting since they no longer have to take place separately nor directly after the Semi-Annual Member Meeting. This is because we could not vote at the Semi-Annual Member Meeting and rather vote anonymously via adoodle.
• Clarification on how to request a Special Meeting.
• Clarify Chair and Vice Chair selection during Full Board or Board Meetings. The Chair should be an Officer or Department Coordinator that has held the role for the longest amount of time. Same for Vice Chair. This applies to Board Meetings and Full Board Meetings.
• Add a line to Section V.11 that any Executive Committee doesn’t replace the Full Board. Rather it reports to and is accountable to the Full Board.

Article VI

• Minor edits regarding proper usage of the words Members, Teams, Working Groups.

Article VII

• Add Officers to Section VII.01 since it applies to Officers as well as Directors (DCs).

Article IX

Massive changes to section IX.09 on the Ombuds role. The current bylaws do not define the Ombuds role well. The proposed changes:

• Specify Organisational Ombuds (as opposed to Classical Ombuds or any other type of Ombuds).
• Ombuds adherence to the International Ombudsman Association’s (IOA) Ethical Principles and Standards of Practice.
• Ombuds is not a part of any Member Class or contributor of the Corporation.
• Gives Ombuds the right to add items to the agenda of any Special Full Board Meeting and the right to request Special Full Board Meetings for urgent matters and how to do so.
• Gives the Ombuds the right to form an Ombuds Office that may/could include members of the community (not Members of the Corporation). There are no voting rights for the Ombuds or anyone in the Ombuds Office.
• Ombuds reporting, advice, suggestions, and/or resources to be posted on the Volunteers Portal.
• Ombuds to produce a Semi-Annual report with a summary about general systemic issues and/or complaints to Officers of the Corporation (but still following the IOA Ethical Principles and Standards of Practice).
• Ombuds Office to have a dedicated line in the budget with the Ombuds as the owner.

Massive changes to section IX.10 on the Advisory Board. The current bylaws do not define the Advisory Board role well. The proposed changes:

• Added a term of one year.
• Removed that Members of the Advisory Board serve at the pleasure of the Full Board because it cancels out anything else they might be able to do in 0.10.B.
• Added ways the Advisory Board can support the Corporation.
• Changed number of members from three to nine members to three to seven members.
• Added the Advisory Board will review the Full Board Meeting Minutes and provide suggestions/recommendations to the Full Board if applicable.
• Added that the Advisory Board can add items to the agenda of a scheduled Full Board Meeting if 24 hours in advance of the meeting (request to any Officer).
• Add that Members of the Advisory Board can serve more than one term if accepted by the majority of the Full Board at the Semi-Annual Full Board Meeting.
• Minor changes to clarify Teams/Working Groups and the Corporation Website/Volunteers Portal.

Bylaws documents

• Current Bylaws (valid since July 25, 2020)
• Proposed version of the Bylaws (Final for execution)
• Commented / Amended version - This document highlights the work done on the bylaws.

Bylaws Amendment Process