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The Board of Trustees for Ontolog represents the vision, the highest level leadership, the top executive and the ultimate decision making body for the Ontolog Community of Practice.     (1)

Contents

Purpose     (2)

  1. To ensure that the Ontolog Community of Practice stays focused on its mission and principles, as described in the Ontolog Charter.     (2A)
  2. To ensure that the Ontolog Community thrives, succeeds, and grows as an active contributor to progress in the areas of its mission     (2B)
  3. To support Ontolog as an effective, open, independent, and collaborative, knowledge-building and knowledge-sharing community.     (2C)

Responsibilities     (3)

  1. To serve as a resource for high level advice, guidance, and assistance to specific Ontolog activities (such as committees, special projects, working groups, seminars, workshops, and extended series of the same)     (3A)
  2. To prioritize Ontolog efforts and resources in accordance with this mission.     (3B)
  3. To undertake strategic planning and review on behalf of the Ontolog Community.     (3C)
  4. To serve as a decision-making body of last resort, when a decision is required and the Ontolog Community of Practice is unable to reach a decision by consensus, or when specific Ontolog activities are unable to do so by the processes they have designated.     (3D)
  5. To meet on a regular basis to review the status and needs of Ontolog and its activities and to take actions needed in support of the same.     (3E)

Organization     (4)

  1. All Trustees are considered equal in authority and responsibility, except where some specific authority and responsibility has been assigned to an individual member by the Board as a whole.     (4A)
  2. Agreements and decisions under discussion by the Board shall normally be reached by consensus. However, after initial discussion, any Trustee present, may call for a vote to be taken. In the event that the votes are equal, the Chair of the meeting shall have the deciding vote.     (4B)
  3. It is expected that most meetings will operate on an informal basis. However, there may arise difficult or controversial discussions where this would be inappropriate. Therefore any Trustee present at a meeting may request that any item be discussed following Robert's Rules of Order .     (4C)

Meetings     (5)

  1. The Board of Trustees will meet at least once each quarter (i.e., every three months).     (5A)
  2. All Trustees have the responsibility to maintain awareness of the health of the Ontolog Community and its activities and to raise issues to the Board of Trustees as needed and ask for a meeting to be held.     (5B)

Composition     (6)

  1. Trustees will be drawn from the active participants in the Ontolog Community of Practice.     (6A)
  2. The Board will have 5-25 members, responsive the needs of the Ontolog Community.     (6B)
  3. Trustees should have a demonstrated commitment to the mission and charter of the Ontolog Community of Practice.     (6C)
  4. Trustees should be willing and able to commit the time and effort necessary to carry out the duties of Members of the Board.     (6D)
  5. It is expected that each Trustee will have an operational leadership role in one or more Ontolog activities.     (6E)

Selection     (7)

Trustees will be nominated by any member of Ontolog, with the nomination endorsed by eight other members; then reviewed and (if approved) appointed by the current Board of Trustees.     (7A)

Relationship to Ontolog Activities     (8)

  1. While the Board of Trustees is not as a group responsible for the day-to-day operations of Ontolog, or for the planning or execution of Ontolog activities, it is expected that each individual member of the Board will also play an operational role in one or more activities. Operational involvement will be considered as part of the individual qualifications for Board Membership.     (8A)
  2. The Board may take a variety of actions in order to ensure that Ontolog's operational needs are supported. Such actions may include, but are not limited to, the establishment of committees, the recruitment of qualified individuals and the solicitation of volunteers within the Ontolog community, and the assignment of specific authority and responsibility to committees or individuals.     (8B)
  3. Operational needs and activities to be so supported are expected to include infrastructure, logistics, planning, and other support for Ontolog's core activities, such as the hosting of open discussions, synchronous or asynchronous, virtual (usual) or face to face (unusual); maintenance and provision of archives, and hosting of collaborative workspaces. The Board of Trustees is not directly involved in these activities, but has the responsibility to see that these activities have individuals or teams who are directly involved in them, with the appropriate responsibilities and authorities.     (8C)

Conflicts of Interest     (9)

  1. The Board of Trustees acts on behalf of the Ontolog Community of Practice.     (9A)
  2. Each individual Trustee performs that role as an independent individual and not as a representative of any other party.     (9B)
  3. If a decision or action to be taken by the Board concerns an organization in which a Trustee has a vested interest, or concerns a close colleague or relation of a Trustee, the affected Trustee must, at minimum, disclose this relationship to the remainder of the Board. If the decision or action requires a vote by the Board, the affected Trustee should not participate in, or have access to individual votes given during, that vote.     (9C)
  4. If a Trustee has an interest, other than that of the general Ontolog Community of Practice, in a decision or action to be taken by the Board, the Trustee should disclose that interest to the Board. The remainder of the Board as a whole will then determine whether or not the situation presents a Conflict of Interest, such that the Trustee in question should be recused from consideration and action on the matter. General (anonymized) summaries and outcomes of such cases should be documented and collected by the board, forming a set of precedent rulings that may be referred to in the future in the identification of Conflicts and Non-Conflicts.     (9D)

Board Members     (10)

Current Board Members     (10A)

Past Board Members     (10B)

Recording our thanks for their contributions.     (10B1)

Changes to this Document     (11)

  1. These Terms of Reference can be changed at any time by the current Board of Trustees.     (11A)
  2. Proposed changes should be publicized to the general membership of the Ontolog Community of Practice, along with an avenue for feedback and discussion, prior to decision by the Board.     (11B)