Summary of 2013 Bylaw Revisions

Summary of 2013 Bylaw Revisions TEI Consortium Board of Directors

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Following extensive discussion and consultation, the TEI Board of Directors has agreed a number of proposed revisions to the existing bylaws governing the organisation and conduct of the TEI Consortium. In accordance with Article 7 of the current bylaws, acceptance of these revised bylaws will be voted upon at the forthcoming TEI election. Members are requested to consider the revised bylaws as a whole before voting. A copy is attached to this notice.

A summary of the changes introduced by these revisions follows. For completeness, members can also access and compare the proposed revision and the current (2011) version of the bylaws online.

In the following list of substantive changes, article and clause numbers refer to the current bylaws, except as indicated. Article I, Clause 1

Revised to indicate that there shall be two classes of membership: individual and institutional, and to specify their respective rights.

Restructured to form distinct clauses in line with rest of document. Deleted item labelled Subscribers and Sponsors. Combined items labelled Applications and Dues Etc/ to form new Clause 2 "Application and Dues". Deleted item labelled Special Categories.

Article I, Clause 2 Deleted. Article II Clause 1 Corrected "after Decenmber 31st" to "before December 31 in any year"; deleted from "The notice ..." to end of clause since this is stated elsewhere; add specification of business to be conducted at annual meeting. Article II Clause 3 Clarified wording and procedures; deleted detail from sentence on how notice is to be given. Article II Clause 4 Simplified language. Article II Clause 5 Simplified language. Article III Renumbered Clauses as indicated below. Article III Clause 1 Revised to give the Board more flexibility in appointment of non-voting Officers. Article III Clause 2 Added requirement that Board Chair shall be elected by the Board from the elected members of either Board or Council or if this is not possible from elsewhere. Article III Clause 3 Renumbered as Clause 4. Renamed title as Board Secretary. Article III Clause 4 Renumbered as Clause 6. Replace reference to fiscal year to clarify that this Officer shall prepare "such financial reports as are legally required by the fiscal authorities" and also report to the membership on the Consortium's finances. Article III Clause 5 Renumbered as Clause 3. Change requirement that this officer be appointed by the Board to specify that this Officer shall be elected by the elected members of the TEI Council from amongst Council Members, or from the Board, or if this is not possible from elsewhere. Article III Clause 6 Renumbered as Clause 5. Article IV Add preamble defining functions of the Board. Article IV Clause 1 Delete first paragraph and add new language specifying that the Board consist of no more than Directors elected by the membership. Delete sentence "The minimum...members" from second paragraph as it repeats statements made elsewhere. Article IV Clause 5 Delete redundant statements following first sentence. Article IV Clause 6 Delete "written"; remove over-specific details; add requirement that Directors' addresses be registered with the Secretary. Article VI Reorganised and retitled to describe workings of TEI Technical Council only. Added new preamble defining functions of Technical Council. Add new renumbered Clauses organized to follow structure of Article IV. Article VI Clause 1 Deleted and replaced by new clause describing membership of the Technical Council, taken from material in former Article VI Clause 2. Article VI Clause 2 Deleted. Some material reused to form new Clauses 2 (on Term), 3 (on Elections), 4 (on Meetings), 5 (Quorum) and 6 (Working Groups). The added clauses parallel as far as possible material in Article IV. Article VI Clause 3 Deleted. Article VI Clause 4 Moved content to form new Clause 6 of Article II. Simplified text.

In addition to these changes, the revision introduces several minor changes of wording and presentation (capitalisation of terms for example) intended to make the bylaws more consistent and easier to understand.