SCC Bylaws

SCC Governance
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BYLAWS

Biodiversity Institute, University of Kansas
1345 Jayhawk Boulevard, Lawrence, KS 66045, USA

  1. Purpose

    The Specify Collections Consortium (SCC) has been formed for the purpose of performing all things appropriate to the SCC Mission Statement and Core Values.

    The SCC, in conjunction with the Board of Members (‘Board’), shall create and evolve a multi-year Strategic Plan, which defines the overall direction of the SCC, in order to sustain itself and its membership.

    The SCC shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers that are not in furtherance of the Strategic Plan or Mission. The Board’s role is advisory and non‑fiduciary; all management and control of SCC operations, contracting, funds, and personnel reside with KUCR and/or its delegated officers pursuant to KUCR policy.

  2. Governing Law

    1. Legal Entity

    The SCC is an industrial affiliation program of University of Kansas Center for Research, Inc. (KUCR), a Kansas nonprofit corporation. SCC activities and governance shall at all times comply with (a) KUCR’s Articles of Incorporation and Bylaws, (b) the Kansas Nonprofit Corporation Act, and (c) any applicable federal tax-exemption and University of Kansas conflict-of-interest rules.

    1. Fiscal Year

    The SCC fiscal year runs from July 1 through June 30.

    1. Executive Director Authority

    The Executive Director of the SCC has full responsibility for day-to-day management of the SCC staff and operations, within parameters set by KUCR policy and budgets. No individual Board member may direct the Executive Director.

    Official notices or communications to or from the Executive Director may take place through a proxy for the Executive Director. The Executive Director has no authority to bind KUCR outside delegations expressly granted under KUCR policies and signature authority matrices.

  3. Board of Members

    1. General Powers and Responsibilities

    The SCC is advised by a Board of Members. The Board shall offer strategic advice to help understand community needs, consider strategic directions, and solve a range of complex organizational challenges. The Board is advisory in nature and its advice is nonbinding to the SCC. Implementation authority resides with KUCR/BI and its delegates.

    All budgeting, disbursement, and financial reporting for SCC shall be conducted through and under the policies of KUCR. The Board, through its regular discussion of financial reports, exercises oversight only; no Board member holds direct signatory or execution authority over SCC funds.

    1. Quorum

    A quorum shall be met when a simple majority of the voting Board members are currently present.

    1. Board Composition

      1. The Board shall have no fewer than four members representing member institutions.

      2. A Board member need not be a resident of the State of Kansas, or the United States of America.

      3. Permanent members on the Board shall be determined by allocation described for each Institutional Membership level in SCC Membership Rights and Responsibilities (MRR). These institutions will appoint their Board representatives.

      4. Along with permanent members from organizations with Institutional Memberships, as described in the SCC MRR, the Board will also include no more than six seats total allocated to institutions with Collection Memberships. The Board shall make recommendations for these seats to the Executive Director, who may appoint them for two-year renewable terms. All six seats may rotate among Collection memberships according to interest and availability. SCC staff will maintain a pool of candidates from these lower-level memberships.

      5. In addition to seats on the Board for SCC members, the Board may include, up to a maximum of four persons as External Board Members (“EBMs”), representatives of non-member organizations. Their appointment to the Board is intended to bring additional perspective to the Board in organizational development, cyberinfrastructure, technology, research, education, or other areas. They may also be appointed to establish strategic relationships with relevant external organizations and initiatives. EBMs shall receive Board communications and participate in meetings of the Board. EBMs are non-voting and do not count toward quorum. The Board shall make recommendations for these seats to the Executive Director.

      6. The Executive Director of the SCC will have an ex officio Board seat as a non-voting member.

    2. Board Member Terms

    Institutional members shall have permanent seats on the Board, as described in the SCC MRR.

    Board members from institutions of other membership levels and EBMs will have terms of two years, and may be renewable.

    1. Board Compensation

    The Board shall receive no compensation. However, nothing in these Bylaws shall be construed to preclude any Board member from serving the SCC in any other capacity and receiving compensation for services rendered consistent with KUCR policy.

    1. Resignation

    Each Board member shall have the right to resign at any time upon written notice thereof to the SCC Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt.

    1. Meetings

      1. Meetings shall be held quarterly, on dates determined by the Board. Special meetings may be called for further discussion on specific topics. The results will be reported at the following regular Board meeting.

      2. Meetings shall be chaired by the SCC Executive Director.

      3. Regular Meeting agendas will be provided by the Executive Director at least one week before the scheduled regular meeting date. Amendments or additions to the agenda may be requested by Board members by contacting the Executive Director.

    2. Minutes

    The SCC staff shall record and prepare the minutes of regular meetings. A draft copy of the minutes will be delivered to each Board Member within 14 days of a regular Board meeting. Board members will then have 14 days to review and request amendments to the minutes. After the 14-day review period, the minutes will be revised if needed, and will be considered final. Draft and final copies of the minutes shall be delivered to each regular and external Board member via email or posted on a Board-restricted section of the Specify forum.

    1. Voting

    A vote cannot be held without a quorum present.

    Each Board member who is not ex officio or an External Board Member shall have one vote, and all votes are decided by a two-thirds majority of voting members present.

    Voting takes place for the following actions:

  • Amending the Bylaws

  • Amending the Mission Statement

  • Approving the annual Work Program

  • Removing a member of the Board

    1. Proxy

    Board members shall be allowed to vote by proxy with prior notice to the Executive Director. Proxy votes may be cast by email or through another representative from their institution.

    1. Board Member Attendance

    Board members are encouraged to attend all meetings. They may participate in SCC meetings remotely using teleconferencing software or services.

  1. Specify Collections Consortium Membership

  2. Membership Levels

Membership levels, and the rights and responsibilities of each, shall be decided with input and advice from the Board of Members.

  1. Accessibility of Membership List

The SCC shall publish a membership roster online.

  1. Advisory Committees

  2. Appointment of the Advisory Committees

The SCC shall have two standing Advisory Committees: the Technology Advisory Committee and the User Advisory Committee.

Membership of the Committees shall be determined by allocation described for each member level in SCC MRR. These institutions will appoint their Committee representatives and will appoint, renew, and change their appointees as desired.

Committees may have up to eight additional persons representing SCC institutions from among the other levels of Membership, considering recommendations from the Executive Director or Board.

Each Committee will have a Chair, elected by a two-thirds majority of members of the Committee.

  1. Advisory Committee Member Attendance

Advisory Committee members are encouraged to attend all meetings. They may participate in Advisory Committee meetings remotely using teleconferencing software or services.

  1. Technology Advisory Committee

The Technology Advisory Committee (‘TAC’) shall advise the Board in matters relating to new technologies, information standards, and network protocols. Topics in TAC agendas shall be relevant to evolving the SCC’s software and services to advance the mission and goals of member institutions and the broader biodiversity and earth science informatics community.

  1. User Advisory Committee

The User Advisory Committee (‘UAC’) shall advise the Board in matters relating to the requirements of member institution users for their research data processing. The UAC will provide insight on existing and emerging requirements for collection management and research, including cataloging and transactional processes, legal requirements related to collections and collection data, migration of collection data (both in and out), integration with external tools and systems, and user experience.