The name of the organization shall be the Center for Open Science (COS).
The Center for Open Science (hereafter referred to as “the organization”) is organized exclusively for charitable, scientific, and educational purposes. The mission of the organization is to increase openness, integrity, and reproducibility of research. More specifically the purposes of the organization are as follows:
A. The organization will develop and deliver methods for conducting research transparently and openly.
B. The organization will promote and support good scientific practices.
C. The organization will advance scientific research.
D. The organization is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code.
The organization board is responsible for the following:
A. Governance – always acting in the best interests of the mission; being objective, unselfish, responsible, honest, trustworthy, and efficient; meeting all legal obligations based on state law and the Bylaws of the board; hiring, supporting, and evaluating the best Executive Director (hereafter referred to as “ED”) as possible; documenting and justifying executive compensation; succession planning for the ED and board leadership; establishing and maintaining proper boundaries between board governance and staff leadership roles and responsibilities; ensuring a strategically composed, right-sized and engaged board
B. Fiduciary – maintaining financial transparency and accountability for the organization; serving as trustees of the organization’s assets, exercising due diligence, ensuring the financial management of the organization is sound; setting up and monitoring key financial indicators; approving the budget; ensuring adequate control mechanisms; overseeing the annual audit; ensuring adequate funding for the organization to carry out its mission, vision, and work
C. Strategic Planning and Implementation – actively participating in the development of the vision for the organization (the societal impact it hopes to achieve in the next five to ten years); actively participating in strategic planning and implementation; creating and implementing, in concert with the ED, a strategic plan for board development
D. Oversight – ensuring the mission remains relevant, meeting the current and future needs of constituents and served communities; discussing and approving the vision; helping develop and behaving within the dictates of the organization’s stated values; monitoring progress against the goals of the strategic plan; monitoring and reporting on progress against goals of the strategic plan for board development; being aware of and in partnership with the staff, appropriately and actively supporting the implementation of department plans
E. Informed Ambassadors and Advocates – defending the organization when under fire; actively promoting the organization; publicly associating with the organization, cause, mission, vision and work; staying informed about the field, the work, the people and communities served; knowing the staff and stakeholders; in partnership with the staff, actively participating in advocacy work
F. Investors and Supporters – giving generously; in partnership with the staff, actively participating in resource development and marketing and communications initiatives; identifying and inviting others to learn more and participate; bringing all their personal capital to bear for the good of the organization; making the organization a top philanthropic and volunteer priority during the years of service
A. The board is responsible for overall policy and direction of the organization and delegates responsibility for day-to-day operations to the ED and other members of the COS leadership team.
B. The board shall have up to twenty (20) and not fewer than three (3) members.
C. The board receives no compensation other than reasonable expenses; travel and related expenses are the responsibility of individual board members.
A. There shall be three (3) officers of the board consisting of a Chair, Vice Chair, and Treasurer. Their duties are as follows:
- The Chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the board to preside at each meeting in the following order: Vice-Chair, Treasurer, and Member at Large.
- The Vice-Chair will preside over board meetings should the chair be unable to attend and manage special projects as designated by the board.
- The Treasurer shall make a report at each board meeting and make financial information available to board members and the public.
B. Board Officer Qualities – Board officers should exemplify the qualities, beliefs, and behaviors desired in all board members including passion for the mission, belief in the organizational values, generosity and a belief in the power of philanthropy. Board officers must also have excellent facilitation skills, believe in the importance of the diversity of voices and opinions and therefore, encourage all to participate, hold board members accountable, and be transparent and fair.
C. Board officers must exercise leadership in four areas.
- The relationship between the board chair and the ED
- The relationship between the board chair and the chairs of the committees (the chair’s leadership team)
- The relationship between the board chair and the all of the board members,
- The relationship between the board chair and key stakeholders (influencers, donors, funders, constituents)
The ED reports to the board and serves until resignation or termination by the board. This position will have responsibility for setting the organization’s strategic direction, translating that strategic direction into operational priorities, running the day to day operations, and helping the organization with fundraising and other operational needs as directed by the board. The ED serves as an ex-officio, non-voting member of the board.
COS founders Brian Nosek and Jeffrey Spies serve as ex-officio, non-voting members of the board.
The board shall hold two (2) annual meetings at an agreed upon date, time, and place set by the board chair. Additional meetings will be scheduled as needed.
Annual board meeting dates are to be set three (3) months in advance.
Special meetings of the board shall be called upon the request of the Chair or one-third of the board. Notices of special meetings shall be sent to each board member ten (10) days in advance.
A quorum must be attended by at least two-thirds percent of the voting board members before business can be transacted or motions made or passed.
A. Board members shall serve a term of three (3) years from the date of their election. A full three (3) year term shall be considered to have been served upon the passage of three (3) annual meetings.
B. Board members shall take office immediately following the close of the annual meeting at which they are elected.
C. No board member shall serve more than two (2) consecutive three (3) year terms. Board members shall serve staggered terms to balance continuity with new perspective.
D. The term for each Board officer shall be the one (1) year period commencing with the date of the annual meeting of the Board. No single individual may be elected for more than four (4) consecutive one (1) year terms in any single office.
A. The election of Officers shall be held at annual meetings of the Board immediately following the election of the Board members.
B. The newly elected Officers shall take office immediately following the close of the meeting at which they are elected and the term of office shall be as close to one (1) year as possible, pending dates of annual meetings.
C. Election of new board members or election of current board members to a second term will occur as the first item of business at the annual meeting of the organization. Board members will be elected by a majority vote of the current board.
D. When a vacancy on the board exists, nominations for new members may be received from present board members by the board Chair a minimum of two (2) weeks in advance of a board meeting. These nominations shall be sent out to board members to be voted upon at the next board meeting.
A. Resignation from the board must be in writing and received by the Chair.
B. A board member may be removed from the board if s/he has two (2) unexcused absences from board meetings in a year. An Officer, Director, or board member may be removed for other reasons at any time, for any reason, and without notice by a majority vote of the remaining board.
The board may create committees as needed. The board Chair appoints all committee chairs.
The three (3) officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors. The Executive Committee meets as needed.
The Treasurer is chair of the Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, the fundraising plan, and annual budget with staff and other Board members. The Finance Committee meets at least three (3) times per year.
A. The Board must approve the budget, and all expenditures must be within the budget.
B. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year.
C. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income.
D. The financial records of the organization that are public information shall be made available to the membership, Board members, and the public.
The organization shall indemnify each member of the Board of Directors, as described in Article II and each of its officers, for the defense of civil or criminal actions or proceedings as hereinafter provided and notwithstanding any provision in these Bylaws, in a manner and to the extent permitted by applicable law.
The organization shall indemnify each of its directors and officers from and against any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees, actually and necessarily incurred or imposed as a result of such action or proceeding or any appeal therein, imposed upon or asserted against him/her by reason of being or having been such a director or officer and acting within the scope of his or her official duties, but only when the determination shall have been made judicially or in the manner herein provided that he/she acted in good faith for a purpose which he/she reasonably believed to be in the best interests of the organization and, in the case of a criminal action or proceeding, in addition, had no reasonable cause to believe that his/her conduct was unlawful.
This indemnification shall be made only if the organization shall be advised by its board acting: (1) by a quorum consisting of directors who are not parties to such action or proceeding upon a finding that; or (2) if a quorum under (1) is not obtainable with due diligence, upon the opinion in writing of legal counsel that, the director or officer has met the foregoing applicable standard of conduct. If the foregoing determination is to be made by the board, it may rely, as to all questions of law, on the advice of independent legal counsel
The fiscal year of the organization shall commence on January 1 and terminate on December 31.
All board members, officers, and directors are expected to comply with the organization’s Conflict of Interest Policy and will be required to re-affirm their compliance with the policy by signing a statement each year.
These bylaws may be amended when necessary by at least two-thirds of the Board of Directors. Proposed amendments must be submitted to the Chair to be sent out with regular board announcements. These bylaws were approved at a meeting of the Board of Directors of the Center for Open Science on December 21, 2016.