This Charter was first adopted by vote of the I-Schools Caucus, July 2005. With thanks to the Common Solutions Group, on whose charter this document was based.
Since 2014 the iSchools are incorporated and the Charter has been renewed.
Revision History: Revised October 17, 2006; January 9, 2009; January 29, 2009; February 11, 2009, November 2014
Charter and Bylaws.
The Purpose of the iSchools
The iSchools, a consortium of information schools incorporated as a nonprofit corporation (“Organization” or “iSchools”) formed under the District of Columbia Non-Profit Corporation Code, D.C. Code § 29-301.01 et seq. (“Act”), takes it as a given that expertise in all forms of information is required for progress in science, business, education, and culture. This expertise must include understanding of the uses and users of information, the nature of information itself, as well as information technologies and their applications.
The iSchools has become organized and will be operated exclusively to serve charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (“Code”), as an international consortium of information schools in institutions of higher education dedicated to advancing the information field in the 21st century and their shared fundamental interest in the relationships between information, people, and technology.
The iCaucus and Regular iSchool Membership
The iCaucus constitutes the Board of Directors (“ICaucus” or “Board of Directors”), which is the decision-making organ of the Organization. It includes permanent members and elected members. Those iSchools who are not permanent iCaucus members elect the elected members of iCaucus as set forth below and are considered to be regular iSchools members.
For each set or incomplete set of 10 iSchools (1-10, 11-20, etc), one regular iSchools member school may be elected to the iCaucus by a plurality vote of the regular iSchools members in an annual vote that takes place one to four months prior to the iConference. Terms for such elected members shall normally be for two years and shall be staggered so that half are elected each year. These elections will be organized by the Board of Directors.
Recommendations for new permanent members of the iCaucus may come from the Membership Committee of the iCaucus (“Membership Committee”) or from the iCaucus, based on criteria for permanent membership that the iCaucus establishes from time to time. These criteria are expected to be higher than the criteria for regular iSchools membership. A majority vote of the iCaucus is necessary to confirm any new permanent iCaucus member. Permanent iCaucus members shall serve until the resignation of such iCaucus member or removal of such member from the iCaucus as set forth below.
Suspension and Removal from Membership
At the end of each calendar year, the Chair and the Treasurer of the Organization will review membership issues. Any iSchool members who have failed to pay dues for one (1) year or have missed two (2) consecutive annual meetings of the iCaucus shall be suspended from membership in the organization and be unable to vote. The Chair of the Organization shall notify members when their membership and voting rights have been suspended.
A member which has received notice of suspension may send a protest to the Chair, who shall set up a meeting of the (remaining) iCaucus members to decide by majority vote on reinstatement within three (3) months after receipt of this protest. Such decision by iCaucus shall be final.
After receipt of notice of suspension, an iSchool member school shall become a non-voting member of the Organization until reinstated or removed.
If the iSchool member school does not protest the suspension in a timely fashion or if the iCaucus shall determine not to re-instate the member, then the member school shall be removed from iSchool membership by a majority vote of the iCaucus. An elected iCaucus member who is removed shall be replaced by a plurality vote of the regular iSchools members and the newly elected iCaucus member shall serve for the balance of the term of the removed elected iCaucus member.
New leadership of a removed permanent iCaucus member may apply for reinstatement at any time.
Suspension or removal of a member school from membership in the Organization shall automatically disqualify it from serving as an iCaucus member. Suspension or removal of an iCaucus member school from iCaucus shall not disqualify it per se from serving as a member of the Organization.
Authorized Representatives, Quorum, and Voting
Whether elected or permanent, each iCaucus member’s authorized representative to the iCaucus meetings shall be the head of the information school, who may be the chief academic officer, dean, director or a person with a similar title and responsibility (“Representative”). Such Representative shall have the right to exercise one vote for the iCaucus member in all matters.
In extraordinary circumstances as may be permitted by a 2/3rds vote of the iCaucus, where the Representative of an iCaucus member school is not able to attend meetings, the Chair may permit a designee from such iCaucus member school to attend a meeting and vote on behalf of the iCaucus member school.
One-half of all of the iCaucus members shall constitute a quorum for a meeting and a valid vote of iCaucus members shall occur when there is an affirmative vote of a majority of those iCaucus members attending a meeting where a quorum exists.
Proxy votes are not allowed.
Criteria for being recognized as a member of the iSchools (“Member” or “member school”) are not rigid, but schools applying for membership are expected at a minimum to have substantial sponsored research activity, engagement in the training of future researchers through an active, research-oriented doctoral program, a good reputation, and a commitment to progress in the information field. Schools that share these purposes and can provide evidence they meet the baseline characteristics described in the charter are encouraged to apply for membership.
Membership applications may be accepted by the Chair of the Membership Committee, and approved in accordance with the provisions under Membership Committee.
Annual Meeting; Other Meetings
The members shall meet annually at the iConference of the Organization. The members may also have regular meetings monthly as scheduled by the Chair of the Organization in a notice sent to all members no later than ten (10) days before the meeting.
The members may also have special meetings as called by the Chair of the Organization, by the Executive Committee (as defined below) of the Organization, or by at least twenty-five percent (25%) of the iCaucus members, to be held at such other times of the year and at places as shall be specified by the Chair of the Organization in a notice to all members no later than ten (10) days prior to such meeting nor earlier than sixty (60) days prior to the meeting.
A meeting of the members need not be held at a geographic place if the meeting is held by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings, substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.
Notice of Meetings; Other Member Action
A notice of the annual meeting of Members held at the iConference of the Organization shall be sent to all members, and the time and place of such meeting shall be posted on the Organization’s website under the iConference information.
Notices of this and all other meetings may be sent by electronic communications to the electronic mail address of the members on file with the Organization. If the Organization is unable to deliver two (2) consecutive electronic notices, then the Organization will use other reasonable means to contact the member including telephone or post.
Members may also take action by ballot without a meeting, if the Organization distributes ballots to all members with the proposed action and provides to all such members an opportunity to vote for, against, or to withhold a vote involving the proposed action. The solicitation by the Organization for the votes by ballot shall indicate the number of responses needed to meet the quorum requirements, the votes or percentage necessary to approve such matters, and the time by which the member of iCaucus conducting the vote must receive the ballots. The quorum and number of votes needed in a ballot process shall be the same as that for a member meeting. The ballots may be sent and received by the Organization by electronic communications in the same manner as notices to meetings of members are sent.
Other Requirements and Duties of Membership in the iSchools
Member schools will be assessed dues in the form of an annual administrative fee as recommended by the Executive Committee and approved by a majority vote of the iCaucus from time to time. The dues may vary according to voting privileges and / or according to other criteria as specified by the iCaucus.
Officers; Resignation and Removal of Officers
The iCaucus is chaired by a Chair and served by a Treasurer elected by plurality vote of the iCaucus. The iCaucus is also served by the Executive Committee and the Membership Committee, as set forth in these Bylaws, and the Nominating Committee and such other ad hoc committees as established by the iCaucus. The membership of all committees shall be natural persons who are Representatives of iCaucus members.
The iCaucus shall appoint a Nominating Committee at least six months prior to the end of the term of the current Chair. The Nominating Committee has responsibility for identifying willing candidates for the position of Chair, and for conducting an election for the Chair position among the iCaucus members.
The Chair must be a member of the iCaucus. The Chair shall have all of the duties of a President under the Act.
The Executive Committee shall serve as a nominating committee for the office of Treasurer and iCaucus, by plurality vote, shall elect the Treasurer. The election of a Treasurer must be conducted every two years. A Treasurer may serve multiple terms.
The iCaucus may appoint other ad hoc committees as seem useful. Committees must report at the iConference and must be renewed annually by iCaucus if their work continues.
An officer or other member of the Executive Committee or any other committee may resign at any time by submitting a written notice of intent to resign to the Chair of the Organization (or to the immediate past Chair if the Chair is resigning) and such resignation shall become effective upon receipt or such later date as may be specified.
In the event that the Chair cannot fulfill his or her term, the Chair-Elect will take office early. In the event that a Chair-Elect cannot take office early, the immediate past Chair will resume office until the Chair-Elect can take office, or until a new election can be held. In the event that a Treasurer cannot fulfill his or her term, the Chair will appoint a temporary Treasurer from its members until an election can be held.
Other committees and work groups of the iCaucus shall be established by majority vote of the iCaucus members as a whole. At the discretion of the Chair, who shall appoint the Chairs and members of these committees and work groups (which members are not otherwise selected under other provisions of these Bylaws), these committees and work groups may include individuals who are not members of the iCaucus.
The iCaucus shall also have the ability to remove any Chair, Chair-Elect, Treasurer or any member of the Executive Committee without cause upon a majority vote of the iCaucus as a whole. This decision shall be final.
The iCaucus shall fill any vacancies in the position of Treasurer or other members of the Executive Committee (other than the Chair and immediate Past Chair) between elections and such persons shall serve the unexpired term of the vacated position until the next election.
The Membership Committee is charged with vetting applicants for membership under criteria specified by the iCaucus. These criteria may change over time. The current criteria are:
- Substantial external research funding.
- A doctoral program at their School with at least three years of graduates.
- A positive reputation in the School’s areas of research and teaching.
The iCaucus, by majority vote of the iCaucus as a whole, appoints the Chair of the Membership Committee and two other members for a renewable term of two years. The Chair of the Organization and the Treasurer are ex-officio members of the Membership Committee.
The current process for accepting members at the regular iSchool level is that the Membership Committee makes recommendations to the iCaucus at least twice per year. If more than one iCaucus Representative or regular iSchools member Representative raises objections, the decision will be put to a vote of the iCaucus. A majority vote of the iCaucus at a meeting where a quorum is present shall approve membership. If there are no objections received by the Chair of the Organization within a week of the recommendation, then the recommendation is considered to be accepted and membership approved by the iCaucus without the necessity of a formal vote.
Recommendations for permanent members of the iCaucus must always be voted on by the iCaucus.
Limitations on Authority of Committees and Workgroups
In no event shall any committee or work group established by the iCaucus or by the Board of Directors, including the Membership Committee, Nominating Committee and the Executive Committee, do any of the following: (1) authorize distributions of Organization assets; (2) approve or propose to iSchools members action that the charter and bylaws reserve to iSchools members only; (3) fill vacancies on the iCaucus or any of its committees; or (4) adopt, repeal or amend the Charter and Bylaws of the Organization.
There shall be a seven (7) person Executive Committee of the iCaucus which shall be responsible for the day-to-day management and oversight of the Organization. The iCaucus must confirm decisions of the Executive Committee involving membership issues or substantial financial or other commitments.
The members of the Executive Committee shall be selected as follows: Four (4) of these seven (7) members shall be the Chair, Chair-Elect, the immediate Past-Chair, and the Treasurer. The remaining three members shall be either permanent or elected iCaucus members, as the same are elected to the Executive Committee by a majority vote of the iCaucus. The Chair will be responsible for organizing this vote.
The members of the Executive Committee shall serve for the same term as the Chair, who is elected in odd numbered years, and who takes office at the beginning of the year with a symbolic transition at the subsequent iConference.
Each member of the Executive Committee shall have one vote to exercise on the Executive Committee. A majority of all of the Executive Committee members in office shall constitute a quorum for a meeting, and a valid vote of the Executive Committee shall occur if there is an affirmative vote of a majority of the Executive Committee attending a meeting where a quorum exists. Executive Committee members cannot vote by proxy or by written ballot.
All proposed amendments to this Charter and Bylaws shall first be discussed by the Executive Committee and then voted upon by the iCaucus in its role as the Board of Directors which is the decision-making organ of the Organization. Amendments must pass by a majority vote of those iCaucus Representatives at a meeting where a quorum exists. Any amendments affecting the regular iSchools membership must also be voted upon by the regular iSchools membership.
The fiscal year of the Organization shall be 1 January through 31 December.