By Laws

ARTICLE I
NAME AND PURPOSES

Section. 1.01 Name. The name of the association is Open Access Scholarly Publishers Association (OASPA) (hereafter also referred to as “The Association”).

Section 1.02. Purpose and Mission. The mission of the Open Access Scholarly Publishers Association is to support and represent the interests of Open Access (OA) journal publishers globally in all scientific, technical, and scholarly disciplines. To accomplish its mission, The Association will:

Exchange Information- Provide a forum for the exchange of information and experiences related to OA delivery of scientific content.

Set Standards – Promote a uniform definition of OA publishing, best practices for maintaining and disseminating OA scholarly communications, and ethical standards.

Advance Models – Support the development of business and publishing models that support OA journal publishing.

Advocate for Gold OA — Promote Gold OA journals, and policies that support their viability.

Educate – Educate the research community and public on the benefits of OA journals, on the value publishers bring to the publication process and on various policies that enhance and support the delivery of OA publications.

Promote Innovation – Contribute to the development and dissemination of innovative approaches to scientific communications pertaining to OA and of related activities that leverage the opportunities afforded by OA to scholarly content.

ARTICLE II
MEMBERS

Section 2.01.  Classes. There shall be three Classes of voting members: (A) OA professional publishing organizations; (B) OA scientist/scholar publishers; and (C) Other organizations that provide important services and/or support for OA publishing and whose mission is in some way aligned with the mission of OASPA.  Full descriptions of these member classes are given in Appendix I.

Section 2.02. Qualifications. Full voting membership may be granted to those organizations that fulfill the OA requirements listed in the Statement on OA Publishing (Appendix II) and who comply with the Code of Conduct established by The Association. Associate (non-voting) membership may be granted to: (A) individuals from publishers that are genuinely engaged in exploring and experimenting with OA publishing but do not fulfill the OA requirements; (B) individuals who support Gold OA publishing. Full rules for membership qualification are given in Appendix I.

Section 2.03. Application for Membership. Publishers, other organizations, and individuals wishing to become full members or associate members shall submit a request for membership to the OASPA Secretariat (“The Secretariat”). Membership applications shall be considered on an ongoing basis by the OASPA Board of Directors (“The Board”) or their designate and shall grant or refuse such applications based on the applicant’s fulfillment of membership qualifications (see Sections 2.01 and 2.02). Refusal of a membership request by a designate of The Board may be appealed to The Board. The Board’s decision is final. An organization or individual whose application is rejected shall receive an explanation for The Board’s decision and may reapply for membership after a six (6)-month waiting period.

Section 2.04. Membership Rights. Voting rights and the right to hold office are granted to full members of The Association. Associate (non-voting) members are not vested with voting rights nor may they hold office, but they may take part in all other activities of The Association, speak out at General Meetings (GM), and are, with the above exceptions, entitled to full membership benefits. Each member organization shall designate a specific person within the organization as the OASPA representative for that organization. This person will be the contact person for the organization, and in the case of voting members, will vote in OASPA elections for the organization, and will be eligible to hold office in the OASPA.  An organization at its own discretion may change the person representing the organization at any point for any reason.  If the representative is currently holding office when they cease to be the organization’s representative, The Board will be free to choose another person at its own discretion to fill the office for the duration of the term.

Section 2.05. Membership Term. The membership term follows the calendar year. Members joining at other points during the year will pay proportionate dues for the period prior to the first of the next year.

Section 2.06. Resignation of Membership. Any member may resign before the advent of a new membership year by filing a written resignation with The Secretariat two (2) months prior; however, such resignation shall not relieve the resigning member of the obligation to pay any dues or other charges theretofore accrued and unpaid.

Section 2.07. Termination of Membership. Membership may be revoked on the basis of failure to comply with the OASPA Professional Code of Conduct or the Statement on Open Access Publishing (Appendix II) following a written warning issued by The Board. The Board, by affirmative vote of two-thirds of all the members of The Board, may suspend or terminate the membership of any individual or organization member who becomes ineligible for membership, or expend or expel any such member who shall be in default in the payment of dues, following a written warning.

Section 2.08. Dues. Dues for all membership categories shall be established by The Board on an annual basis.

Section 2.09. Founding Members. Founding members of the OASPA consist of the publishers that originally formed The Association. The founding members include:   BioMed Central, Co-Action Publishing, Copernicus Publications, Hindawi, Journal of Medical Internet Research, Medical Education Online, PLoS (Public Library of Science), SAGE and Utrecht University Library/Igitur.

ARTICLE III
AUTHORITY AND DUTIES OF THE DIRECTORS

Section 3.01. Authority of Directors. The OASPA Board of Directors is the governing body and may exercise all the powers and authority granted to The Association by law.

Section 3.02. Duties of the Board of Directors. The duties of The Board shall include:

  • Implementation of the aims and objectives of The Association and the will of the members as expressed at a GM or by electronic ballot;
  • Acting as Trustee of the funds of The Association and as such exercise control over the financial statements and administration herewith;
  • Establishment, review, and approval of the Association’s annual budget;
  • Establishment of working groups and committees as deemed necessary and appropriate to fulfill the purposes of the organization;
  • Determination of the annual membership fee and fee structure;
  • Evaluation of membership applications and compliance with The Association’s Professional Code of Conduct and the Statement on Open Access (Appendix II);
  • Formulation of proposals to be submitted to the GM or by electronic ballot;
  • Setting the agenda for the GM.

Section 3.03. Number and Selection. The Board of Directors shall consist of three (3) directors, holding the offices of Chair, Treasurer, and Secretary; and six (6) additional members.  The members of The Board shall be elected by the voting members of The Association such that three (3) Board members will be elected by Class A (OA professional publishing organizations) voting members, three (3) Board members will be elected by Class B (OA scientist/scholar publishers) voting members, and one (1) Board member will be elected by Class C (other organizations) voting members. (See Section 2.01 for Class definitions.) Two (2) members shall be “at large,” elected by all voting members of The Association.

Elections for board members will take place at the GM when held.  On years when there is no GM, election of members of The Board and the approval of proposals by The Board requiring a vote of the membership shall be conducted by electronic voting. The Secretary of The Board will be charged with developing and maintaining a secure and verifiable system for electronic voting .

Terms for Board members will be staggered such that three (3) members will be elected each year.

Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of the Board member’s term shall be filled by a majority vote of the remaining directors. In the event of a tie vote, the Chair shall choose the succeeding director.  Replacement board members must be from the same class of membership as the Board member they replaced.

Section 3.04. Election of Officers. Officers (Chair, Treasurer, and Secretary) are elected by The Board from the Board membership. Officers are elected after the seating of new Board members.  Officers hold their office for one (1) year and may run for consecutive terms while a Board member.

Section 3.05. Tenure. The term of a Board member shall be three (3) years. An individual may sit on The Board for up to two (2) consecutive terms, after which they must wait at least three (3) years before running for Board membership again.

Section 3.06. Resignation. Resignations are effective upon receipt by the Secretary of The Association of written notification.

Section 3.07. Regular Meetings. The Board of Directors shall hold at least two (2) regular meetings per calendar year. Meetings shall be at such dates, times, and places as The Board shall determine and take place in person or via teleconference/video.

Section 3.08. Special Meetings. Special meetings may be called by the Chair and shall be at such dates, times, and places as The Board shall determine.

Section 3.09. Notice. Meetings may be called by the Chair or at the request of any two (2) directors by notice emailed, mailed, or telephoned to each member of The Board not less than thirty (30) days before such a meeting.

Section 3.10. Quorum. A quorum shall consist of a majority of The Board attending in person or through teleconferencing/videoing. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.  If the Chair is not present, the Secretary will lead the meeting. If neither the Chair nor Secretary is present, the Treasurer will lead the meeting.  If no officer is present, the Chair shall designate a board member to lead the meeting.  The Chair or other board member leading the meeting shall vote only to settle ties.

Section 3.11. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these By-laws) or of any committee may be taken without a meeting if all the members of The Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of The Board or of the committee as the case may be.

Section 3.12. Committees and Working Groups. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees and working groups composed of at least two (2) persons which, except for an executive committee, may include non-Board members. The Board may make such provisions for appointment of the chair of such committees, establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, or activities of The Association. Chairs of such committees or working groups shall report to the Association Chair.

Section 3.13. Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of Association business are allowed to be reimbursed with documentation and prior approval.

ARTICLE IV
NOMINATIONS AND ELECTIONS

Section 4.01. Selection of the Nominating Committee.  A nominating committee shall be formed each year to provide a slate of candidates for the open Board and officer positions. The committee shall be made up of one (1) member from each voting membership class within the organization. Members will be selected by The Board and may not be current members of The Board. Members of the nominating committee cannot be nominated for Board member or officer candidate.

Section 4.02. Nominees.  Where possible, at least two (2) nominees will be selected and agree to run for each open position. Nominees for a position must come from the Class of member (see Sections 2.01 and 3.03) that will be electing that board position. In the case of at-large Board seats, nominees may come from any voting Class. The nominating committee shall seek suggestions for nominations from the membership.

Section 4.03. Elections. Elections will be held annually by electronic ballot.  When a designated member of an organization cannot attend the GM, the organization may designate another member of The Association to vote in their place or they may vote electronically. The election and vote count will be conducted by the nominating committee.

Section 4.04. Ballot Measure Election Process. Voting members shall have one (1) vote each in all elections.  As noted in Section 3.03, voting for Board members is conducted by Class of publisher (defined in Section 2.01). All other ballot measures for which elections are held will be based on a simple majority vote with the following exception.  If  over two-thirds (2/3) of any one of the following Classes of members, (1) Class A (OA professional publishing organizations) and/or (2) Class B (OA scientist/scholar publishers) votes against the measure, the measure shall NOT pass even if a simple majority of all voting members approve the measure.

Section 4.05. Announcement of the Results of an Election. The results of the election shall be announced to the membership before the end of the GM or by five (5) business days after the end of electronic voting. Membership organization(s) can request that The Board conduct an independent audit of the election results. The requesting organization(s) would be responsible for the costs of the audit.

ARTICLE V
AUTHORITY AND DUTIES OF OFFICERS

Section 5.01. Duties of the Chair. The Chair shall act as the chief executive officer of the organization. The duties of the Chair will include:

  • Responsibility for the general administration of The Association;
  • Act as liaison between The Association and the public, governmental bodies and other organizations;
  • Preside at Board meetings, the AGM, and any special meetings of the Board or the OASPA;
  • Along with the Treasurer sign all checks issued by the organization;
  • Exercise such duties as may be reasonably construed as belonging to the chief executive of any organization.

Section 5.02. Duties of the Treasurer. The Treasurer shall have the care and custody of all funds belonging to the organization and shall be responsible for the finances of the organization. In this role, the Treasurer shall:

  • Provide a written account of the finances of the organization at each AGM to the membership and to The Board as they deem appropriate;
  • Along with the Chair approve and sign all checks issued by the organization;
  • At intervals of no greater than once a year, arrange for the audit of the financial records of the organization by an independent certified accountant;
  • Exercise such duties as may be reasonably construed as belonging to the Treasurer of any organization.

Section 5.03. Duties of the Secretary.  The Secretary shall maintain and disseminate as appropriate the official records of the OASPA. Toward this end the Secretary shall:

  • Keep the minutes and records of the organization and ensure that these records are maintained in a secure and confidential manner;
  • File any certificate required by any statute;
  • Serve all notices to members of The Association;
  • Act as the official custodian of the records and seal of the organization;
  • Attend to all correspondence of the organization;
  • Exercise all duties incident to the office of Secretary.

ARTICLE VI
GENERAL MEETING

Section 6.01. Frequency and Authority to Call Meeting. Members of The Association shall convene when feasible for the General Meeting (GM). It is the responsibility of the Chair of the Board to call the GM. A special meeting of the OASPA may be called by the written request of at least 10% of the members of The Association, from at least two (2) of the member classes. At least thirty (30) days’ notice of the meeting shall be given, and shall include information on time and location. The agenda shall be determined by the Board of Directors, but any member of The Association shall be entitled to submit items to the Secretary of The Board for consideration.

Section 6.02. Duties of the GM. Official work to be carried out at the GM shall include: (A) ratification of the election results of the Board of Directors; (B) ratification of the election of the officers (Chair, Secretary, Treasurer) of the Board of Directors; (C) approval of amendments to the By-laws; (D) presentation of the Annual Report by the Board of Directors; and (E) other items that shall be addressed as deemed necessary by the Board of Directors. 

ARTICLE VII
DISSOLUTION OF THE BOARD

Section 7.01. Dissolution of the Board of Directors. The Board of Directors may be dissolved by a resolution passed by a majority of two-thirds (2/3) of the voting members of The Association. To pass a resolution, at least two-thirds (2/3) of the members must be present or have submitted a proxy vote.

Section 7.02. Dispersion of Assets.  Upon dissolution of the Board of Directors, all assets of the OASPA will be donated to the Scholarly Publishing and Academic Resources Coalition® Europe with the request that these assets be used for promoting Gold OA.

ARTICLE VIII
AMENDMENTS OF BY-LAWS

The Board of Directors may propose amendments of these By-laws and submit them to the GM  or by electronic  vote of the voting membership where  they may be adopted by a majority of two-thirds (2/3) of the voting members voting.

ARTICLE IX
BOOKS AND RECORDS

Correct books of account of the activities and transactions of The Association shall be safely archived in a physical location as well as multiple electronic locations. Records of The Association shall include copies of the Minutes, Certificate of Incorporation, a copy of these By-laws, and all minutes of meetings of the Board of Directors. The Secretary of the Board of Directors shall be responsible for maintaining the records of the organization.

ARTICLE X
FINANCIAL ADMINISTRATION

Section 11.01. Fiscal Year. The fiscal year of The Association shall be from January 1st through December 31st but may be changed by resolution of the Board of Directors.

Section 11.02. Checks, Drafts, etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by the Chair and Treasurer of the Board of Directors or their designates.

ARTICLE XI
INDEMNIFICATION

Every member of the Board of Directors, officer,  or employee of The Association may be indemnified by The Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of The Board or officer in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of The Board of The Association, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when The Board approves such settlement and reimbursement as being in the best interest of The Association. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights which such member of The Board is entitled.

ARTICLE XII
TRANSITIONAL CLAUSES

Section 12.01. Interim Board. During the first year of operation, or until a first GM is held, The Association shall be governed by an interim board consisting of the following members of the Association: Matt Cockerill (BioMed Central), Gunther Eysenbach (Journal of Medical Internet Research), Mark Patterson (Public Library of Science), Paul Peters (Hindawi),David Prosser (SPARC Europe), Martin Rasmussen (Copernicus Publications), David Ross (SAGE), Bas Savenije (Utrecht University Library), David Solomon (Medical Education Online), and  Caroline Sutton (Co-Action Publishing).

12.02. Work of the Interim Board. The interim board shall act as a working board and cover the following activities: membership recruitment, initiation of member services, public relations, internal communications, web/IT, and other activities related to the practical establishment of The Association and its organizational infrastructure. The Board may establish working groups and committees to support these areas of activities. The interim board may appoint Individuals outside of The Board to working groups and committees in the interests of carrying out the work of The Association during the interim period, with the consent of the other members of The Board.

APPENDIX I
MEMBER CLASSES, CRITERIA, AND BASIS FOR MEMBERSHIP


Full Membership Classes

  • Open access (OA) professional publishing organizations – Organizations that include at least one full-time professional who manages the publication of OA scholarly journals.  These organizations may be for-profit or nonprofit, and they may own journals or manage the publication of journals on a contract basis for societies or other groups of scientists or scholars.  Members of this class may also include organizations such as academic/research libraries, university presses, or other organizations in which the primary focus is other than publishing scholarly journals but still employ full-time professionals who manage the publication of OA scholarly journals.
  • OA scientist/scholar publishers – Individuals or small groups of scientists/scholars that publish usually a single scholarly journal in their field of study. The publication process is often largely subsidized by volunteer effort.
  • Other organizations – Other organizations who provide significant services and/or support for OA publishing.  The Board will determine whether a particular organization qualifies to be a voting member in this class.

To be considered an OA scholarly publisher and eligible for full membership, the journals published by the Publisher must:

  • Comply with the Statement on Open Access (Appendix II);
  • Comply with the Association’s Professional Code of Conduct;
  • Publish at least one OA journal that regularly publishes original research or scholarship, all of which is OA.

Associate Membership

Other organizations, groups, or individuals who have a legitimate interest in OA publishing may join the association as non-voting members, participate in the organization, and enjoy member benefits except voting.

Examples of qualifying organizations include but are not limited to:

  • Publishing organizations that publish scholarly journals that are considering or currently provide some level of OA but do not meet the criteria above;
  • Individuals, societies, or other scientific or scholarly groups with a genuine  interest in OA publishing.

APPENDIX II
STATEMENT ON OPEN ACCESS

The full members of the OASPA agree that OA publishing is now an established part of the publishing landscape.  Full members are committed to establishing the highest standards of conduct amongst all OA publishers, and to encouraging the broader adoption of OA publishing models in all fields of research and scholarship.

Full members of the OASPA acknowledge a common interpretation of Open Access scholarly publishing that includes the following components:

  • The dissemination of peer-reviewed manuscripts containing original research or scholarship immediately upon publication, at no charge to user groups, without requiring registration or other restrictions to access.
  • Copyright holders allow users to “copy, use, distribute, transmit and display the work publicly and to make and distribute derivative works, in any digital medium for any responsible purpose, subject to proper attribution of authorship…”  in the case of journals. Books publishers who are members of OASPA shall strive to adhere as much as possible to the principles set out in the Berlin Declaration. OASPA recognizes that in some fields (e.g. Art History) the application of the most liberal licenses may be difficult and as such other licensing practices are acceptable.

OASPA recognizes and accepts that some members may impose restrictions on reuse, such as commercial reuse, but require that any restrictions must be clearly indicated.

Full members of the OASPA are encouraged to include the following statement on their website or homepage:

[Name of Organization/Journal] is committed to working toward a business model that:

  • Allows the dissemination of peer reviewed (or otherwise)  manuscripts containing original research or scholarship immediately upon publication, at no charge to user groups, without requiring registration or other restrictions to access.
  • Requires copyright holders to allow users to “copy, use, distribute, transmit, and display the work publicly and to make and distribute derivative works, in any digital medium for any responsible purpose, subject to proper attribution of authorship…”