This document provides additional rules for operations of Open Humans Foundation, including the conduct of meetings, elections, authority and duties of officers and directors, and policies of the organization. These rules are supplemental to the bylaws of the organization, and may not override or negate them.
Unless otherwise specified in its bylaws or Standing Rules, Open Humans Foundation is expected to follow the procedures of Robert's Rules of Order Newly Revised, latest edition.
This document, as well as the organization's bylaws, shall be made publicly available.
Whenever possible, meetings of the Board of Directors should not be conducted via email. An email meeting is disallowed if any two voting members of the Board of Directors requests this.
At least once per year, the Board of Directors must meet via a "real time" format: in person, by phone, or video chat, with a preference for in person meeting.
Upon the annual expiration of the term of one or more voting members of the Board of Directors, elections should be conducted such that they target or maintain seven voting seats. These seats should consist of six board-elected seats and three community seats, as described below.
Board-elected seats have three-year terms are selected through an election by voting Directors at the annual Regular Meeting. Results of a Community seat election should be resolved prior to filling these seats.
Community seats have three-year terms and are selected through an election by active members of the Open Humans community, followed by a ratification by a majority of voting Directors in attendance. In the event that a lead candidate elected by the community is not ratified, follow-up candidates shall be considered in turn.
Board-elected seats are arranged with the following schedule:
Community seats are arranged with the following schedule:
Candidates for election to voting seats on the Board of Directors should self-nominate and, if not currently a voting director, be seconded by a voting Director. The nomination process should collect information from candidates that describes the candidate's background, skills, interests, and vision.
Nominees and information designated by the candidate as non-confidential should be made publicly available at least ten days prior to election.
Vacancies are created by death, resignation, removal, or incapacitation of an existing member. Vacancies may be filled by an affirmative vote as described in section II.5 of the bylaws.
A new vacancy that expands the number of seats may also be determined to exist by an affirmative vote of a majority of all voting members of the Board of Directors, or by an affirmative vote of two-thirds at any regular or special meeting, by an affirmative vote of a majority at a meeting provided that at least ten days' notice is given of intention to determine a vacant board seat exists. Unless otherwise specified, a new vacancy is considered a board-elected seat. The new seat's term should selected to balance the expiration of terms of office, as described in section II.2 of bylaws, and should be described in section 3.1.2 of the Standing Rules.
Officers should be elected following the resolution of regular elections for the Board of Directors as described in section 3.1. Individuals may serve an indefinite number of terms in officer roles, but must be re-nominated and re-elected annually.
Nominations for officer roles may be (a) a self-nomination from any current Open Humans Foundation staff, officers, and Directors, or (b) a nomination made by a voting Director, and affirmed by the nominee.
Upon election, each member of the Board of Directors should sign the following commitment statement:
As a member of the Board of Directors, I am committed to assisting Open Humans Foundation in achieving its mission. I serve as a constant ambassador and proponent of projects and objectives of the organization.
I agree to:
By signing this document, I agree to commit my energy, talent and best efforts to fulfill the expectations and responsibilities of a member of the Board of Directors of Open Humans Foundation.
The Executive Director is generally empowered to execute contracts for the organization, including but not limited to:
When possible, the Executive Director is expected to inform the Board of Directors in advance of planned substantial actions. If this is not possible, the Board of Directors should be informed of the substantial action retrospectively and its rationale in a timely manner.
Substantial actions include, but are not limited to:
The Executive Director should clearly communicate the timeline for receiving feedback regarding planned actions. Whenever possible, the Executive Director should defer action in response to a request by any two voting members of the Board of Directors to discuss and vote upon the planned action.
The Executive Director must seek approval from the Board of Directors regarding actions that:
The Executive Director should provide the board with:
In addition, the Executive Director shall work with the Treasurer to perform:
It is the responsibility of all directors, officers and employees to report violations or suspected violations of the organization’s governance documents, policies and procedures, and state and federal law.
Violations or suspected violations may be submitted on a confidential basis or may be submitted anonymously. Reports will be kept confidential to the extent possible.
No director, officer or employee who in good faith reports any such violation shall suffer harassment, retaliation or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This policy is intended to encourage and enable employees and others to raise serious concerns within the organization prior to seeking resolution outside the organization.
Staff are encouraged to share their questions, concerns, suggestions or complaints with a supervisor, if they are comfortable doing so. If you are uncomfortable with doing so, or are not satisfied with the response, you may report to other management.
Supervisors and managers are required to report suspected violations to a voting member of the Board of Directors. For suspected fraud, or when you are not satisfied or uncomfortable with contacting a supervisor or management, you may contact a Director directly.
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the organization’s governance documents, policies and procedures, and state and federal law. Allegations that prove to be unsubstantiated and which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.
The Director is responsible for investigating and resolving all reported complaints and allegations and, at his discretion, shall advise the rest of the Board of Directors.
The Director should notify the sender and acknowledge receipt of the reported violation or suspected violation. Reports should be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.
The organization strongly disapproves of and does not tolerate harassment of any kind on the basis of gender, gender identity, gender expression, sexual orientation, race, national origin, disability, age or religion. All employees have the unconditional right to work in an environment free from harassment. Whether verbal or physical or whether arising in the work environment, during work assignments out of the office, on a business trip, or at organization-sponsored social functions, harassment is illegal and has no legitimate business purpose. Any violation of this policy will result in discipline and may cause you to lose your job. In addition, this policy prohibits any retaliation against an employee who registers an harassment complaint in good faith, who opposes harassment or who participates in the complaint process.
The organization is committed to the prompt, confidential investigation of any harassment complaint, no matter who the offender might be, and all employees should feel comfortable in reporting any violation of this policy according to the procedures described by the Whistleblower Policy.
Directors, officers, and employees of Open Humans Foundation have a duty to disclose potential conflicts of interest. Conflicts of interest include, but are not limited to, any existing or potential financial relationships that involve ownership, investment interest, and/or receipt of compensations with respect to any entity with which the organization has a financial transaction or ongoing arrangement.
To determine whether a reported relationship represents a conflict of interest, the individual(s) involved should leave any meeting where the issue is to be discussed. The remaining disinterested governing board or committee meeting members should discuss and decide whether a conflict of interest exists.
If a conflict of interest is determined to exist, it should be resolved in the following manner:
If the supervisor, manager, board, or committee has reasonable cause to believe an individual has failed to disclose actual or possible conflicts of interest, it shall inform the individual of the basis for such belief and give the individual an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted, the supervisor, manager, board, or committee determines that the individual has failed to disclose an actual or possible conflict of interest, they shall take appropriate disciplinary and corrective action.
If a voting member of the Board of Directors, or of a committee whose jurisdiction includes compensation matters, receives compensation from the organization for services, they are precluded from voting on matters pertaining to their own compensation. They are, however, permitted to provide information to the board or committee regarding their compensation.
Travelers are expected to book the lowest-priced, non-stop economy-class airfare available.
Travelers are expected to use the most economical mode of transportation appropriate for their needs, including public transportation, trains, taxis, and similar services. Car rental should be used only when it is the most cost-effective or practical means of travel. Travelers must purchase appropriate insurance coverage.
Lodging that is reimbursed by the organization should be an economical option made at the discretion of the traveler. Travelers should not purchase lodging more expensive than standard, single-occupancy rooms.
When seeking reimbursement for travel related to services provided to the organization, a traveler should include the following information:
When requested, Open Humans Foundation will cover travel costs for officers and board members to participate in organization business.
The organization will not reimburse for tips beyond 15%. Some hotels, airlines and other vendors ask customers to pay for “elective fees” such as carbon offset credits, donations to charities, etc. Travelers may pay for these fees with personal funds, but should not submit them for reimbursement.