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<!DOCTYPE html>
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<h1>Open Human Foundation: Standing Rules</h1>
<h2>1. General information</h2>
<h3>1.1 About this document</h3>
<p>
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.
</p>
<h3>1.2 Governance procedures</h3>
<p>
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.
</p>
<h3>1.3 Commitment to transparency</h3>
<p>
This document, as well as the organization's bylaws, shall be made
publicly available.
</p>
<h2>2. Meetings</h2>
<h3>2.1 Preference for meeting format</h3>
<p>
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.
</p>
<h3>2.2 "Real time" meeting requirement</h3>
<p>
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.
</p>
<h2>3. Elections and appointments</h2>
<h3>3.1 Board of Directors</h3>
<h4>3.1.1 Number and types of seats.</h4>
<p>
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.
</p>
<p>
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.
</p>
<p>
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.
</p>
<h4>3.1.2 Schedule of terms.</h4>
<p>
Board-elected seats are arranged with the following schedule:
</p>
<ul>
<li>two seats elected in 2018 and every third year thereafter.</li>
<li>two seats elected in 2019 and every third year thereafter.</li>
<li>two seats elected in 2020 and every third year thereafter.</li>
</ul>
<p>
Community seats are arranged with the following schedule:
</p>
<ul>
<li>one seat elected in 2018 and every third year thereafter.</li>
<li>one seat elected in 2019 and every third year thereafter.</li>
<li>one seat elected in 2020 and every third year thereafter.</li>
</ul>
<h4>3.1.3 Nominations</h4>
<p>
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.
</p>
<p>
Nominees and information designated by the candidate as
non-confidential should be made publicly available at least ten
days prior to election.
</p>
<h4>3.1.4 Appointment to vacancies</h4>
<p>
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.
</p>
<p>
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.
</p>
<h4>3.2 Officers</h4>
<p>
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.
</p>
<p>
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.
</p>
<h2>4. Directors and Officers Duties and Responsibilities</h2>
<h3>4.1 Commitment of Directors</h3>
<p>
Upon election, each member of the Board of Directors should sign
the following commitment statement:
</p>
<p>
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.
</p>
<p>I agree to:</p>
<ul>
<li>
Guide and support the mission and vision of Open Humans Foundation.
</li>
<li>
Attend at least 70% of all board meetings, including special
meetings and committee meetings.
</li>
<li>Strive to attend other organization events, when possible.</li>
<li>
Follow the conflict of interest, anti-harassment, and other
policies of the organization.
</li>
<li>Review and vote upon the organization’s annual budget plan.</li>
<li>
Monitor ongoing activities of the organization, including
reports made by the Executive Director.
</li>
<li>
Ensure the organization acts responsibly towards its community
and stakeholders.
</li>
</ul>
<p>
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.
</p>
<h3>4.2 Executive Director duties and responsibilities</h3>
<h4>4.2.1 Execution of contracts</h4>
<p>
The Executive Director is generally empowered to execute contracts
for the organization, including but not limited to:
</p>
<ul>
<li>hiring employees and independent contractors</li>
<li>
contractual agreements to provide services or perform work
agreed upon in grants
</li>
<li>
contracts associated with services and products purchased for
the organization
</li>
</ul>
<h4>4.2.2 Communication with the Board of Directors</h4>
<p>
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.
</p>
<p>
Substantial actions include, but are not limited to:
</p>
<ul>
<li>any single expenditure of $15,000 or more</li>
<li>any recurring expenditure of $5,000 or more per month</li>
<li>
major organizational decisions the ED believes could have
substantial legal or ethical ramifications
</li>
</ul>
<p>
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.
</p>
<h4>4.2.3 Restricted actions</h4>
<p>
The Executive Director must seek approval from the Board of
Directors regarding actions that:
</p>
<ul>
<li>
any single expenditure of $15,000 or more that is not accounted
for in the annual budget and strategy
</li>
<li>
any recurring expenditure of $5,000 or more per month that is
not accounted for in the annual budget and strategy
</li>
</ul>
<h4>4.2.4 Annual strategy & financial reports</h4>
<p>The Executive Director should provide the board with:</p>
<ul>
<li>an annual planned budget and strategy plan</li>
<li>
a report on the past year's spending and activities, and
comparison to the annual plan for the previous year
</li>
</ul>
<p>
In addition, the Executive Director shall work with the Treasurer
to perform:
</p>
<ul>
<li>
Any external audit of the organization, which may be required by
law or requested by the Board of Directors
</li>
<li>
Preparation, review, and submission of the organization's Form 990
</li>
</ul>
<h2>5. Policies</h2>
<h3>5.1 Whistleblower Policy</h3>
<h4>5.1.1 Reporting Responsibility</h4>
<p>
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.
</p>
<h4>5.1.2 Confidentiality and No Retaliation</h4>
<p>
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.
</p>
<p>
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.
</p>
<h4>5.1.3 Reporting Violations</h4>
<p>
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.
</p>
<p>
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.
</p>
<p>
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.
</p>
<h4>5.1.4 Handling Reports</h4>
<p>
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.
</p>
<p>
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.
</p>
<h3>5.2 Anti-Harassment Policy</h3>
<p>
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.
</p>
<p>
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.
</p>
<h3>5.3 Conflict of Interest Policy</h3>
<h4>5.3.1 Duty to disclose</h4>
<p>
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.
</p>
<h4>5.3.2 Determining if a conflict exists</h4>
<p>
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.
</p>
<h4>5.3.3 Resolving conflict of interest</h4>
<p>
If a conflict of interest is determined to exist, it should be
resolved in the following manner:
</p>
<ul>
<li>
A supervisor, manager, or chair of a meeting or committee may,
if appropriate, appoint a disinterested person or committee to
investigate alternatives to the proposed transaction or
arrangement.
</li>
<li>
The supervisor, manager, board, or committee should determine
whether the organization can obtain with reasonable efforts a
more advantageous transaction or arrangement from a person or
entity that would not give rise to a conflict of interest.
</li>
<li>
If alternative is not reasonably possible that better avoids
conflict of interest, the supervisor, manager, or a majority of
the disinterested members of the board or committee may decide
whether the transaction is in the organization's best interest,
fair, and reasonable, and whether to enter into the transaction
or arrangement.
</li>
</ul>
<h4>5.3.4 Violations</h4>
<p>
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.
</p>
<p>
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.
</p>
<h4>5.3.4 Compensation and voting</h4>
<p>
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.
</p>
<h3>5.4 Travel Policy</h3>
<h4>5.4.1 Air travel</h4>
<p>
Travelers are expected to book the lowest-priced, non-stop
economy-class airfare available.
</p>
<h4>5.4.2 Ground travel</h4>
<p>
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.
</p>
<h4>5.4.3 Lodging</h4>
<p>
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.
</p>
<h4>5.4.4 Reporting for reimbursement</h4>
<p>
When seeking reimbursement for travel related to services
provided to the organization, a traveler should include the
following information:
</p>
<ul>
<li><u>Business connection.</u> Describe the thing being
reimbursed (e.g. travel, lodging, meal), who was involved,
where and when it occurred, and how it relates to organization
activities. Spouses and family members are not covered unless
there is a business purpose for their presence on the trip.
</li>
<li>
<u>Receipts.</u> Reimbursements for greater than $75 must be
accompanied by receipts. If a receipt is missing, a traveler
must sign a statement affirming the expenses incurred as
described.
</li>
<li>
<u>Signature.</u> The reimbursee must sign the reimbursement
request. This request should affirm that expenses have not been
and will not be submitted again for any repeat reimbursement
within the organization or elsewhere.
</li>
</ul>
<p>
When requested, Open Humans Foundation will cover travel costs
for officers and board members to participate in organization
business.
</p>
<h4>5.4.5 Tips and elective fees</h4>
<p>
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.
</p>
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