OpenQualia Charter

this charter governs the mundane details of how the group meets, votes, and otherwise organizes itself it is published here to promote transparency, but is not expected to be of any particular interest to anyone other than current and prospective members august 5, 2024 article i name the name of the organization shall be openqualia, with the accepted abbreviation oq article ii purpose openqualia is a collaborative industry group focused on digitization quality control through cooperation and standards the group aims to standardize workflows and data formats for digitization tools, including software for capture, color profiling, image quality analysis, and quality assurance article iii membership levels of membership voting members these members have voting rights on changes to standards and the admission of applicants into the top level voting members must be organizations, not individuals (sole proprietorship is allowed) and be able to speak on behalf of their organization associate members these members can suggest changes but do not have voting rights individuals are allowed, and need not have the approval of their employer nor need warrant that they speak on their employers behalf in order to keep the size of the openqualia nimble the role of associate members will not be actively recruited or advertised for, but is available for highly interested individuals if they inquire or are personally invited by a voting member eligibility any company or organization that serves the digitization market is eligible to apply for membership admission new voting members are admitted by a majority vote of existing voting members associate members can join by 1) expressing interest and agreeing to adhere to the bylaws of openqualia 2) having the approval of a voting member article iv governance steering committee the steering committee will oversee the activities of openqualia it will consist of one representative from each voting member special roles convening secretary one steering committee member shall be selected to lead logistical duties such as convening meetings, taking meeting notes, recording votes, and making such notes and records available to the group at the initiation of the charter doug peterson of digital transitions shall be convening secretary the role of convening secretary can be moved to another steering committee member by a majority vote of the steering committee being the convening secretary does not afford additional voting power decision making via meeting each voting member organization has one vote decisions are made by consensus or majority vote within the steering committee, except for amendments which have a voting threshold defined in article 9 via email any voting member can suggest a change by email (other than for amendments; see article ix), provided the email is sent to the entire steering committee decisions via email are made by unanimous consent only a period of at least 14 days will be provided for members to vote on proposed changes; however, this period will end early if all members have cast their votes failure to vote shall be considered abstaining and do not impinge on unanimous consent meetings meetings shall occur only between 10am and 4pm, us eastern time zone on us work days any voting member can ask the convening secretary to schedule a meeting the convening secretary must invite all steering committee members to all meetings meetings should be scheduled with at least 30 days notice; meetings can be scheduled on shorter notice but require a higher quorum; a quorum to start a meeting shall be at least 30 days notice provided simple majority of steering committee less than 30 days notice provided 2/3rds of steering committee additional individuals from voting members can attend meetings, but they do so in a defacto associate member status that is, for each voting member only their official steering committee member votes all meetings will be remote only or hybrid article v roles and responsibilities all members collaborate to promote the oq projects such as the oq label standard implement oq standards within their workflow where practical it is not required that members implement all oq standards, but a good faith effort to comply with standards relevant to software, workflow, and documentation under their control should be undertaken make a good faith effort to attend meetings when called for associate members can suggest changes and participate in discussions but do not have voting rights article vi confidentiality members agree to maintain confidentiality of any proprietary or sensitive information shared within openqualia, including meeting minutes and emails between oq members article vii ownership because oq is a small organization it is not practical for it to act as an organization for all functions therefore if openqualia related domains, trademarks, copyrights, or other ip is registered by any member out of convenience, it shall still be considered the joint property of, and subject to control by, openqualia as an organization for example the openqualia domain, registered by imagezebra shall be used in a manner consistent with these bylaws – impartial to any individual member likewise if digital transitions registers the trademark openqualia or generates and copyrights a logo for openqualia they shall be considered the property of, and subject to control by, openqulia article viii duration and termination duration this charter is effective upon adoption and will remain in effect until amended or dissolved by the steering committee termination any member may terminate their membership with 30 days written notice to the steering committee the steering committee may terminate the membership of any member that does not adhere to the bylaws, with a simple majority vote the steering committee may terminate the membership of any member without regard to their adherence to the bylaws, with a 2/3rds vote any voting member that does not attend a meeting of the steering committee for more than two years will have their membership automatically terminated article ix amendments amendments to this charter must be proposed in writing and approved by… if there are three or fewer members of the steering committee unanimous vote if there are four or more members of the steering committee a 2/3rds vote of the steering committee