Bylaws

I. Purpose

The mission of the Advanced Research Consortium, hereafter ARC, is to discern the shape and articulate the structure of our cultural heritage as it migrates to digital media. A nonprofit scholarly organization, ARC seeks

  1. To cultivate community-based curation of data and analytic resources in the humanities;
  2. To host an open-access catalog of peer-reviewed and other materials of scholarly quality;
  3. To serve up indexed metadata selected by participating scholarly groups;
  4. To develop partnerships;
  5. To seek sustainability;
  6. To negotiate with content providers; and
  7. To provide training and support for participating groups.

II. Definitions

Node: A node is a sufficiently large scholarly community in the humanities that (1) curates digital content of interest to its community; (2) provides peer review of content; and (3) delivers peer-reviewed content to the ARC Catalog.

Peer Review: Peer Review is the assessment of a digital project by experts to determine its scholarly and technical quality. Projects that pass peer review will be aggregated by ARC.

ARC Metadata: ARC Metadata is created solely for aggregation by ARC. It adheres to the guidelines maintained and published from time to time by ARC.

ARC Catalog: The ARC Catalog is a database containing ARC Metadata for all peer-reviewed projects as well as proprietary materials selected by the directors of the nodes.

Aggregation: ARC collects or aggregates metadata for peer-reviewed digital projects that follow the ARC Metadata guidelines. If available and of sufficient quality, full text will also be aggregated in the ARC Catalog.

ARC Community: The ARC Community comprises all nodes participating in ARC.

ARC Office: The ARC Office is the local support staff and project manager reporting to the ARC Director.

ARC Assembly: The ARC Assembly comprises the Officers of ARC, the Board of Directors (defined below), and the leaders of the contributing nodes (defined below).

Quorum: A quorum is at least half of the members of a Board or Committee.

III. Governance Structure

    A. Classification of Nodes

    1. All nodes are responsible for a) managing an online presence; b) soliciting and conducting peer-review of digital projects; c) selecting digital resources relevant to their own scholarly community for ingestion into the ARC Catalog; d) facilitating the ingestion of ARC Metadata; e) engaging in outreach activities on behalf of their own scholarly community and ARC; f) appointing a local project manager, trained by the ARC Office, to submit ARC metadata; and g) securing support from one or more of the home institutions of the directors.
    2. Nodes are classified as either Contributing nodes or Sustaining nodes:
      1. Contributing nodes are primarily expected to contribute quality content to the ARC Catalog. They are responsible for maintaining themselves as nodes according to the definition given in Section II and for fulfilling the functions listed above. The leaders of contributing nodes will be invited to attend meetings of the ARC Assembly; however, their attendance is not required. In addition, they will be invited to participate in any virtual discussion of proposals to be considered for a vote.
      2. Sustaining nodes are those that, in addition to contributing quality content to the ARC Catalog, take on the responsibility of maintaining ARC itself as an organization. Sustaining nodes will typically participate in several of the following activities: 1) regularly attending meetings of the ARC Assembly; 2) occasionally hosting a meeting of the ARC Assembly; 3) joining standing committees or working groups; and 4) building relevant tools, platforms, and systems. Since there may be additional ways a node can contribute to the maintenance of ARC, this list should be considered illustrative rather than definitive.
    3. The classification of any node as Contributing and Sustaining is variable and will be reviewed periodically by the Committee on Accreditation. The classification is based on the node’s activity level over a period of several years, and particularly on its contributions to the maintenance of ARC, and not on the nature of its scholarly content. A Contributing node may decide to take on additional responsibility toward the ARC Community and become, in time, a Sustaining node, just as any Sustaining node may decide to focus on its own content and become a Contributing node.

    B. Governing Boards

    1. The Board of Directors comprises the representatives of the node members of ARC. Each node may designate up to three directors or associate directors as its representatives.
    2. The ARC Executive Board, chaired by the Director and comprising the Associate Director, the Technical Director, and one member elected from the Board of Directors by vote of the Board of Directors, is responsible for decisions affecting the operational aspects of ARC and the allocation of resources. The Executive Board, which meets monthly, also advises the Director on new initiatives, on negotiations with content providers and other partner organizations, and on the agenda for meetings of the ARC Assembly.
    3. The member of the Executive Board elected by the Board of Directors can be removed at any time by a quorum vote of no-confidence by the Board of Directors.

    C. Officers

    1. Director
      1. Selection: The Director of ARC will come from a university willing to support ARC. Because of the necessity for institutional support of the ARC data and infrastructure, Directors will not be chosen by election by the Board of Directors unless two or more universities are offering to support ARC at any given time. The Director will be appointed for a five-year renewable term.
      2. Responsibilities: The Director will 1) appoint the Associate and Technical Directors; 2) chair the Committee on Accreditation; 3) manage the ARC Office; 4) meet monthly with the Executive Board; 5) solicit and oversee programming work (including but not limited to setting up nodes, bug fixes and maintenance, and the work recommended by the Technical Director and the Committee on Technical Design and approved by the Board of Directors); 6) ensure that approved revisions to the ARC metadata scheme are implemented within a year, and that re-indexing is completed within two years; 7) manage the ARC budget (including but not limited to requesting approval by the Board of Directors for non-maintenance expenditures over $5,000); 8) call for and run meetings of the Board of Directors; 9) meet with proprietors of resources requested by ARC nodes and manage legal contracts with them; 10) conduct outreach for ARC; 11) write grants for ARC; 12) promote the sustainability of ARC; and 13) handle all grievance procedures with transparency.
      3. Term: The ARC Director is appointed for a 5-year renewable term. The Director must retain university support of ARC throughout this term. In case of a move between universities, the Director must negotiate to transfer all data and infrastructure to the target institution. Otherwise, the ARC data and infrastructure will be taken up by a new Director whose university is willing to support ARC.
      4. Removal: A vote of no-confidence by ⅔ of the Board of Directors can remove the current Director if accompanied with a replacement candidate who meets the above criteria.
    2. Associate Director
      1. Selection: The Associate Director is appointed by the Director and serves at the Director’s discretion.
      2. Responsibilities: The Associate Director will conduct outreach with the Director; chair the Committee on Rules and Procedures; and meet monthly with the Executive Board.
      3. Removal: A ⅔ vote of no-confidence by the Board of Directors can remove the Associate Director.
    3. Technical Director
      1. Selection: The Technical Director is appointed by the Director and serves at the Director’s discretion.
      2. Responsibilities: The Technical Director will chair the Committee on Technical Design, propose technical development plans to the Executive Board and the Board of Directors, and meet monthly with the Executive Board.
      3. Removal: A ⅔ vote of no-confidence by the Board of Directors can remove the Technical Director. Following such a vote, the Director must appoint a new Technical Director.
    4. Committees and Working Groups
      1. Standing committees are appointed by the Director. In addition to its chair, each committee will have at least two members, who will serve for two-year terms that may be renewed at the discretion of the Director. No more than one representative from any node will serve on a single committee.
      2. The Committee on Accreditation reviews proposals for new nodes and reviews the status of Sustaining and Contributing nodes. Evaluation of nodes will be performed in a cycle of no more than five years’ duration and may result in reclassification. The committee may also recommend declassification of nodes (forced exit from ARC), as detailed in Section V. The Committee is chaired by the Director of ARC. Its decisions must be ratified by the Executive Board; however, the admission of a new node or the declassification of an existing node requires further ratification by a majority of the Board of Directors.
      3. The Committee on Rules and Procedures evaluates and makes recommendations on the ARC Bylaws, the ARC Rules & Procedures, and any procedural questions outside the scope of those documents. The Committee is chaired by the Associate Director of ARC. Its recommendations are subject to approval by vote of the Board of Directors.
      4. The Committee on Technical Design evaluates and makes recommendations on changes to the ARC metadata scheme, software, and technological infrastructure. The committee will evaluate new and emerging technologies and assess proposals for ARC to adopt specific technologies. The committee is chaired by the Technical Director of ARC. Its recommendations are subject to approval by vote of the Board of Directors.
      5. Working groups may be commissioned by the Director on an ad hoc basis to address specific tasks or concerns that either fall outside the scope of the standing committees or would impose an undue burden on a particular committee.
    5. New Nodes

      6. Interested groups should approach the Committee on Accreditation with proposals for joining ARC. (The Committee may develop a form to be used for such applications.) Proposals must be approved by the Committee and ratified by the Executive Board and by a majority of the Board of Directors. New nodes are admitted as Contributing Nodes for a period of two years, after which their status will be reviewed by the Committee on Accreditation.

IV. Voting Procedures

  1. Separation of Powers
    1. The daily business of ARC will be conducted by the officers and employees of the organization under the leadership of the Director in consultation with the Executive Board and does not require approval by the Board of Directors.
    2. Any business that would substantively alter the ARC Metadata scheme or the interface and systems in use, or that would significantly alter how nodes interact with ARC, requires a formal proposal to the Board of Directors.
  2. Meetings of the ARC Assembly
    1. The ARC Assembly will meet on at least an annual basis. Advance notice of a meeting will be provided at least two months, and ideally three months before the meeting.
    2. The Director of ARC will distribute an agenda at least one week prior to the meeting.
    3. Minutes will be taken at each meeting and circulated to the ARC Community no more than one month afterward. Action items will be noted in the minutes and assigned there to individuals or committees, with due dates given.
    4. ARC Assembly meetings generally proceed via informal discussion chaired by the Director. Should the Executive Board or ⅓ of the Board of Directors consider it advisable to move to a more formal process, the group will temporarily adopt Robert’s Rules of Order.
  3. Voting Members
    1. At a meeting of the ARC Assembly, or in any vote held virtually, the voting members are the members of the Board of Directors. Other interested parties, including representatives of the Contributing Nodes, may speak but may not vote.
    2. Each Sustaining node may cast a single vote, regardless of the number of representatives present. If the representatives of a node cannot agree on a matter called for a vote, the node must abstain.
    3. In the event of a tie, the Director of ARC may vote to break the tie.
    4. Voting by proxy is not allowed.
  4. Proposals
    1. Proposals requiring a vote are of two types: major proposals and standard proposals.
    2. Major proposals are a) changes to the ARC bylaws; b) non-backwards compatible changes to the ARC metadata scheme that require re-indexing; c) changes in technologies whose implementation would be required for all ARC nodes; and d) any other proposals deemed major either by the Executive Board or by ⅔ of the Board of Directors. Major proposals must be approved by ⅔ of the Board of Directors.
    3. Major proposals will be deliberated in two stages to ensure full consideration. The proposal must first be introduced at a meeting where it is discussed but no vote is taken. The proposal must then be reintroduced at a meeting where further discussion may take place and a vote is taken. One of these meetings must be a face-to-face meeting of the ARC Assembly; the other must be conducted virtually to give the entire ARC Community an opportunity to participate in the discussion. The ARC Assembly meeting and the virtual meeting may occur in either order; however, different procedures are to be followed depending on which comes first:
      1. A major proposal to be introduced and initially discussed at a meeting of the ARC Assembly will be circulated to the ARC Community at least ten days before the meeting. The (possibly revised) version of the proposal emerging from the ARC Assembly meeting will then be recirculated at least ten days in advance of any vote in order to allow time for virtual discussion. If the proposal is substantively modified as a result of this discussion, a final version will be circulated a minimum of one week prior to the vote. Once voting begins, members of the Board of Directors will have one week to communicate their votes.
      2. A major proposal to be introduced and initially discussed virtually will be open for discussion for at least ten days. The (possibly revised) version of the proposal emerging from this discussion will be circulated to the ARC Community a minimum of ten days prior to the meeting of the ARC Assembly. Further discussion may take place at the meeting, after which a vote will be taken.
    4. Standard proposals are all those not defined as or deemed major. Standard proposals may be approved by a simple majority of the Board of Directors. They may be discussed and voted on either at a meeting of the ARC Assembly or virtually:
      1. A standard proposal to be voted on at a meeting of the ARC Assembly will be circulated to the ARC Community at least three weeks in advance of the meeting in order to allow time for virtual discussion that includes those who will not be attending the meeting. A (possibly revised) version of the proposal emerging from this discussion will be circulated a minimum of one week prior to the meeting. Further discussion may take place at the meeting, after which a vote will be taken.
      2. At the discretion of the Executive Board, votes may instead be conducted virtually, particularly when the ARC Assembly is not soon to meet. In this case, the proposal will be circulated to the ARC Community at least ten days in advance of any vote in order to allow time for virtual discussion. If the proposal is substantively modified as a result of this discussion, a final version will be circulated a minimum of one week prior to the vote. Once voting begins, members of the Board of Directors will have one week to communicate their votes.
    5. All messages related to a proposal must be clearly flagged as such in order to alert the recipients.

V. Exiting ARC

  1. Voluntary Exits and Forced Exits
    1. A node may choose to leave ARC for any reason.
    2. The Committee on Accreditation may recommend declassification of a node that no longer meets the definition of an ARC node, that has ceased to fulfill the responsibilities of a node, or whose leadership has engaged repeatedly or severely in behaviors that could form the basis of a grievance. Such a decision by the Committee on Accreditation must be ratified by the Executive Board and by a majority of the Board of Directors. A node may not vote on its own declassification.
  2. Disposition of Data
    1. When a node leaves ARC, it retains the freedom to remove its data and interface from the ARC catalog and servers. However, proprietary data the contract for which was negotiated and signed by ARC will remain in the ARC Catalog.
    2. At least three months prior to the intended exit date, a node that chooses to leave ARC will give notice to the Director and the Accreditation Committee. At the same time, it will a) inform the Director of its intention either to remove its data from the ARC Catalog or to leave it there; and b) inform the Director whether it will require the decommissioning of an ARC-hosted interface. A node that is forced to leave ARC should inform the Director of its decisions on these questions within 30 days of its declassification; otherwise the Executive Board will decide unilaterally.
    3. If the departing node is willing to leave its data in the ARC Catalog, the Committee on Technical Design will consult with other ARC nodes on whether the data should be retained, transferred to another node, or removed from the ARC catalog.

VI. Rules and Procedures

The ARC Rules & Procedures may be amended following the procedures outlined above for standard proposals.

VII: Ratification and Amendment

  1. These bylaws shall become effective upon their ratification by a 2/3 majority of the Board of Directors through a virtual vote. Upon ratification of the bylaws, all prior constitutions and bylaws shall be null and void.
  2. These bylaws may be amended using the procedures outlined above for major proposals.

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