Bylaws

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Statement of Purpose

The purpose of the Commons is to provide a platform for communication and collaboration among scholars and practitioners across the humanities, as well as to support innovative practices, publications, and projects in and across their fields. The Commons is committed to transparency in its governing processes, to openness in its communication, to privacy for its users, and to remaining not-for-profit in its orientation.

Participation

Participation in the Commons is open to scholarly societies and other non-profit humanities organizations, as well as to academic institutions and their libraries, whose shared mission is to support the advancement of scholarship and its communication and preservation. Participating organizations contribute to the development and maintenance of a robust and innovative network, through payment of annual fees, participation in shared governance, and (where applicable) engagement in platform development.

Participating organizations do not assume any fiduciary responsibility in relation to, nor do they assume the obligations or liabilities of MSU or any other participating organization in respect of, Humanities Commons. Nothing in the Participating Organization Agreement, these Bylaws, or elsewhere is intended or may be construed to create any association, partnership, joint venture, or agency relationship between a participating organization and MSU or any other participating organization. Participating organizations and MSU are independent contractors in all respects.

Governance

The shared governance model of the Commons involves participation by three interrelated advisory groups. Each group is a deliberative body that makes recommendations to MSU, which is authorized to make decisions. MSU is not bound by the recommendations and accepts responsibility for the decisions.

A Participating Organization Council, representing the participating organizations and including representatives of a range of types and sizes of participating organization; a representative of Modern Language Association of America; and a representative of MSU. The Participating Organization Council may have no more than eleven members. The Commons Project Director and Community Manager will serve as ex officio members of the Council. The Chairs of the Technical and User Advisory Groups may also be invited to participate as ex officio members.

Initially, MSU will appoint members of the Participating Organization Council. Once the number of participating organizations is sufficient to support an election, the participating organizations will elect Council members. Council members will serve two-year terms and, absent unusual circumstances, will have the option of a single renewal in order to maximize inclusion and participation.

The Participating Organization Council will provide input on strategic decisions and fiscal operations, including, participation policies, terms, and fees (which will take into account the type and size of the participating organization); development priorities; resource allocations; and how to build the Commons community within and across societies and institutions. The Council will also review budgets and oversee the Technical and User Advisory Groups.

The work of the Participating Organization Council will be conducted at one in-person meeting per year, to be held in conjunction with an existing meeting such as the American Council of Learned Societies or the Coalition for Networked Information. Additionally, the Council will hold quarterly conference calls.

A Technical Advisory Group, representing the interests of the participating organizations and the external development community. The Commons Project Director and Technical Lead will serve as ex officio members of the Group. The Chair of the User Advisory Group may be invited to participate as an ex officio member as well.

The Participating Organization Council will appoint the Technical Advisory Group’s members via a nomination process soliciting candidates from participating organizations. Group members will serve renewable, two-year terms. The Group will elect a Chair to serve a one-year, renewable term. Group size will be determined largely by the extent of involvement of the external development community.

The Technical Advisory Group will channel community input on technical development directions priorities. The Group will provide technical guidance, including review of external contributions to the code base; review functional upgrades and development priorities identified by the User Advisory Group; oversee guidelines for the review and testing of any external code contributions; and communicate the development needs of the Commons community to the developer staff.

The work of the Technical Advisory Group will primarily be conducted via conference calls initially held six times per year; ongoing needs will determine the frequency of conference calls thereafter. One in-person meeting per year may be held, budget permitting.

A User Advisory Group, representing the interests and needs of the scholars for whom the Commons is intended to operate. The Commons Project Director, Technical Lead, and Community Manager will serve as ex officio members of the Group. The Chair of the Technical Advisory Group may be invited to participate as an ex officio member as well.

The Participating Organization Council will appoint the User Advisory Group’s members via a nomination process soliciting candidates from participating organizations and from the broader user base. Group members will serve renewable, two-year terms. The Group will elect a Chair to serve a one-year, renewable term. The Group will include up to three members from each organization type, as well as up to three members from the unaffiliated user base.

The User Advisory Group will channel community input on usability, features and functionality, and investment priorities. The Group will gather and prioritize proposed enhancements to the Commons platform; communicate user needs of the Commons community to the developer staff and the Technical Advisory Group; advise MSU on the design and provision of user support, including technical support, platform documentation, and training; and provide a community forum for participating organizations.

The work of the User Advisory Group will primarily be conducted via conference calls initially held six times per year; ongoing needs will determine the frequency of conference calls thereafter. One in-person meeting per year may be held, budget permitting.

Bylaws Amendments

As the network grows and evolves, changes to these Bylaws may become necessary. All proposed amendments to these Bylaws must be submitted to the Participating Organization Council. The Participating Organization Council will consider all proposed amendments and make a recommendation to MSU regarding whether the proposed amendment should be adopted. Notwithstanding anything to the contrary in these Bylaws or elsewhere, MSU has sole and exclusive authority to determine, in its discretion, whether a proposed amendment should be adopted.

Discontinuation of Operations

In the event that the Commons is supplanted by other structures or otherwise becomes unnecessary or unsustainable, the Participating Organization Council may recommend that MSU discontinue operation of the network. Notwithstanding anything to the contrary in these Bylaws or elsewhere, MSU has sole and exclusive authority to determine, in its discretion, whether network operations should be discontinued.