Role of OASPA Board Members

“The board is charged with the management of the foundation. Its duties include the annual adoption of a budget and a current policy plan that provides insight into the work to be carried out by the foundation for the realisation of its object, the manner in which income is to be raised, the management of the capital of the foundation and the deployment thereof. The board shall ensure that the administration expenses of the foundation shall be in reasonable proportion to the expenditure for the purposes of its mission.” – OASPA By Laws

The OASPA Board Members are expected to be involved in regular meetings to discuss and direct the activities of the association to ensure that the mission and purpose of OASPA is fulfilled.

In general, the board holds an online meeting every quarter. These meetings are scheduled at a time that accommodates as many board members as possible. Between board meetings, matters may be raised and discussed by email and board members are expected to share their views or represent the position of their organisation wherever possible.

Board members are expected to take an active role in the running of the association and to engage in activities aside from board meetings and email discussions, such as participation in or assistance with events (conference, webinars), sitting on committees or working groups, or holding one of OASPA’s Officer positions (President, Secretary, Treasurer).

In the event that a key agenda item is planned for a forthcoming meeting and a board member is unable to attend, that member may be represented at the meeting by a fellow board member if written authorisation is given for this to the Executive Director, for example, if a vote is taking place. A board member can only represent one other fellow board member at the meeting.

Board members are appointed by the OASPA membership. At least half of the board must be representatives of members who obtain at least 50% of their income from activities related to the publication of fully Open Access journals and fully Open Access books.

Board members are appointed for a maximum duration of three years and are eligible for immediate re-election, consecutively or otherwise, without limitation. A person appointed to an interim vacancy will take up the seat on the schedule of resignation of the person in whose vacancy he or she was appointed.

The board can only take valid decisions in a meeting in which at least half of the board members are present or represented.

A board member shall not participate in the deliberations and will refrain from voting on a board resolution if he or she has a direct or indirect personal interest with respect to the subject of the resolution that conflicts with the interest of the foundation. The board member is entitled to attend the meeting of the board concerned, on the understanding that he or she shall not be counted when determining the number of board members present or represented with respect to the board resolution concerned. Depending on the subject being discussed, the board member may be asked to recuse themselves from the meeting.

For full details see the OASPA By Laws.

Dealing with disputes or complaints involving Members of the Board

See OASPA’s publicly available Member Investigation Procedure.

Guidelines for Board Members

If a complaint is made about a board member’s organisation, or by a member of the OASPA Board about another OASPA member organisation
1. Any member of the Board directly involved in the complaint will not be part of the investigating committee and shall recuse themselves from all discussions at a board level regarding the complaint.
2. Other members of the board will not discuss the complaint independently.
3. The investigation is documented.
4. The Executive Director will communicate any questions from the investigating committee and relay answers.
5. Any decision about the complaint will be communicated by the Executive Director in writing.
Details about any membership application or dispute are confidential to the OASPA Board and not communicated with any external party except through the official public communications of OASPA (e.g. a blog post).
The details of any complaint or dispute will be reviewed by at least 2 independent members of the board and presented to the membership committee (excluding any Board member involved) before a final decision is taken at Board level (also excluding any relevant Board member).

Procedure for a Change of Company Affiliation for Board Members

Board members are voted for by members of OASPA as ‘natural persons’, on the understanding that at least half of the number of board members must consist of representatives of members who obtain at least 50% of their income from activities relating to the publication of fully open access journals and fully open access books.

The following procedures would apply depending on the circumstances of the new member organisation:

The Board member moves to an organisation that is not a current member of OASPA:

That Board member must stand down and the remaining Board members would decide on and appoint a replacement from the resigning board member’s organisation or another member organisation not currently represented on the Board (for the procedure, see section ‘Change of Board Member within the same organisation’ below).
The organisation a Board member belongs to merges with another organisation that also holds a seat on the OASPA Board:

One of the board members must stand down and in this situation, it would be preferable for the Board Members to decide between them who will continue to hold the board seat. This decision would then need to be approved by the remaining OASPA Board Members. Should the Board Members affected by the merger be unable to decide themselves then the OASPA Board will make the decision on which member will stand down. The remaining Board members must also then decide on and appoint a replacement from another member organisation not currently represented on the Board to fill the vacant seat.
A Board member moves to an organisation that is an OASPA member but is not yet currently represented on the Board:

The move will be discussed by the rest of the Board and the person in question will be asked to recuse themselves from discussions. The Board member may retain their seat provided that the rest of the board agree with the move and that the move does not result in less than half of the Board members being at organisations which obtain at least 50% of their income from activities related to the publication of fully Open Access journals and fully Open Access books.Should the board disagree, or the above requirement of the By Laws not be fulfilled, then the Board member would be required to step down and the remaining Board members must then decide on and appoint a replacement from the resigning board member’s organisation or another member organisation not currently represented on the Board but which does fulfil the requirements of the OASPA By Laws.

Any vacancies that arise in any of the above situations must be filled within 9 months.

Persons appointed to an interim vacancy take up the schedule of resignation of the person whose vacancy he or she has filled and will end their term on the board at that specified time.

Procedure for a Change of Board Member within the same organisation

If a Board member is leaving the Board and wants to nominate someone else to act as a representative for their organisation, details of the proposed person should be supplied to the Executive Director. The proposal will be discussed by the rest of the Board; the person leaving the board will be asked to recuse themselves from discussions.

The proposed new Board member may take up the seat on behalf of that same member organisation provided that the majority of the other Board Members agree with the change. If not, then a replacement must be found within 9 months, ensuring that at least half of the Board members are at organisations which obtain at least 50% of their income from activities related to the publication of fully Open Access journals and fully Open Access books. The existing end date for the remainder of the term for that seat will remain unchanged.

Procedure for appointing the Chair, Secretary and Treasurer of the OASPA Board

Each year the Board meeting held following OASPA’s annual conference marks the start of the 3 year term for new board members. On alternate years during the meeting, the Board must appoint a Chair, Secretary and Treasurer (the Officers of the association). Any appointments must be supported by the majority of the Board and recorded in the minutes of the meeting. If there are multiple nominations for any of the roles then a confidential vote should be held.

Any Board member taking up an officer position for OASPA must have served on the board for at least one year. The term for an officer position runs for 2 years. At the end of the term the officer can stand for a second term, however a confidential vote among the Board members must be held at this point and the support of the majority re-confirmed.

In some cases, the end of a Board member’s 3 year term may not align with their duration in an officer role. All Board members can put themselves forward as a candidate for the board again at the end of their term. If they are subsequently re-elected to the board then their term as an officer can resume, if not then the officer position must be filled by another board member who has the support of the majority of the board.