This document represents the draft legal basis for the Forum for Open Research in MENA (F.O.R.M.), and contains information regarding organisational, financial and legal structures for the initiative.
Name, Registered Office, Legal Status and Fiscal Year
- The Forum for Open Research in MENA
- English and Arabic
- Registered office (currently an independent project of the Knowledge E Foundation, a registered community interest company (company number 11694697).
- The modification or extension of any aspect of the constitution must be submitted to the Member’s Council for their consent at an Extraordinary General Meeting (EGM), with at least four weeks’ advance notice prior to the EGM. 52% of the membership must agree for a change to the constitution to pass.
- No individual may benefit from expenditures not related to the purposes of the association, or through inappropriately high allowances. Member institutions and their representatives shall not, in relation to that membership, receive allowances or additional remuneration from F.O.R.M.
- The financial year runs concurrent with the calendar year.
Purpose and tasks
- F.O.R.M. is an international alliance of higher education institutions, research libraries, and other research communities based within the Arab region.
- We promote and support the advancement of Open Science policies and practices in research libraries and higher education institutions across the Arab region.
- A catalyst for positive action, we work with key stakeholders to develop and implement a pragmatic programme to facilitate the transition towards more accessible, inclusive and sustainable research and education models in the Arab region.
- The purpose of the constitution is realised via:
- The promotion and support for the evolution of Open Science ecosystems in Higher Education Institutions (HEIs) and Research Libraries (RLs) across the Arab region
- The generation of accessible resources relating to the implementation of Open Science policies and practices for Arab research communities
- Encouraging and facilitating collaborative community partnerships and cooperation between members
- Championing development of RTL functionality in key open source and Open Science technological solutions
- To this end, F.O.R.M. will exercise appropriate powers and implement measures such as:
- Establishing special interest committees to address key challenges and investigate solutions
- Cooperating with international organisations with complimentary mission and interest
- Regular review and implementation of the strategic plan to achieve F.O.R.M. mission and goals
- Compiling an annual report on all activities to be presented to the Members’ Council
- To this end, F.O.R.M. does not intend to make a profit from its activities. Should any profits result from activities they will all be retained for future F.O.R.M. activities.
- F.O.R.M. activities include the following:
- Organising the annual Forum conference and Members Council AGM
- Planning and organising community development activities (CDAs) throughout the year, and establish working groups of experts and volunteers to work on independent projects of strategic importance to the F.O.R.M. mission and goals
- Developing a library of supporting resources (in English and Arabic) freely available to research libraries and Higher Education Institutions seeking guidance on the implementation of Open Science policies and practises
- Establishing a collaborative regional community and partnerships with relevant non-profit organisations with similar missions and goals
- Establishing and maintaining a set of effective communication procedures for consultation and discussion between the organs of F.O.R.M. and the members (and between the members)
Any research institution or research community that desires to support the mission and purpose of F.O.R.M., and that otherwise meets the terms and conditions of Membership set forth from time to time by the Board may apply to become a Member.
F.O.R.M. membership is institutional, with a designated senior staff member acting as the institution’s representative and contact, or in their absence, their designated nominee.
As an exception, the Board may confer honorary membership upon individuals who have served F.O.R.M. with particular distinction, or possess significant expertise of value to the pursuit of F.O.R.M.’s goals and mission.
The Founding member, the Knowledge E Foundation, has the right to nominate two designated representatives to the Member’s Council.
Standard membership is restricted to 1) research communities and institutions within the Arab region, including libraries, universities, teaching hospitals, research councils, research funds, academic and medical societies; and 2) relevant government ministries from within the Arab region. Similar entities to categories 1 and 2 wishing to join from outside the Arab region will be evaluated on a case-by-case basis by the Director of Operations acting on behalf of the Board.
Non-profit organisations and non-profit solutions-providers working to support Open Science policies and practices can also become Members.
Rights of Membership
- All Members have the right to participate in all events offered and organised by F.O.R.M.
- All Members have the right to volunteer to participate in subcommittees (including working groups, activities relating to the Annual Forum, and activities relating to the F.O.R.M. Journal). However, acceptance is at the discretion of the voting party.
- All Members have the right to stand for election to the Executive Committee. Members falling into categories 1) and 2) (article 4.5) also have the right to stand for election to the Board. Strategic Partners can only stand for election to the Board by invitation from the Board.
- Founding Member: The nominated representatives of the Founding Member have the right to a position on both the Board and the Executive Committee without standing for election.
- All Members shall have the right to vote on all issues put to the vote at the Members’ Council. The vote shall be delivered by the designated Member representative. Transfer of voting rights is not permitted.
- There are no fees associated with Membership. However, voluntary contributions might be requested for special projects in the future.
- Members must agree to sign the Membership Declaration and adhere to its principles and requirements [not drafted yet, add as an appendix]. See Appendix ____ for this document.
- Members are allowed to submit proposals to the Board of Directors and the Members’ Council.
- The rights, duties, privileges, and requirements of Members shall be determined, and may be modified, by the Committee from time to time.
Applications for Membership
- Applications for membership of F.O.R.M. shall be addressed to the Director of Operations, via the F.O.R.M. website.
- Although automatically conferred, membership is subject to retroactive approval by the Board.
Refusal or Termination of Membership
- Should a Member not meet the Board’s criteria for acceptance, either initially or at a later date due to non-conformity with the Members’ Principles, membership will be withdrawn.
- Termination of Membership:
- Membership shall end:
- upon death (in case of honorary membership)
- in case of dissolution of the legal entity of the Member institution
- in the event of voluntary resignation
- A member may be excluded for conduct damaging to F.O.R.M. or in direct contradiction to its stated mission and goals, or the Member Principles. The decision on exclusion is taken by resolution of the Members’ Council, with a 65% majority of the votes
- A member has the right to forward a defence to the Members’ Council against the recommendation of the Board to dismiss or suspend them.
- Organisations that endorse and support F.O.R.M. activities but are not eligible for membership or do not wish to become members.
- These shall be known as ‘supporting organisations’.
- Their endorsement of F.O.R.M.’s vision and mission will be noted on F.O.R.M.’s documentation and website, and on the supporting organisation’s own website.
- They do not have the right to sit on the Members’ Council, Executive Committee, or Board, but can be invited to do so (by the Board).
- They can also be invited to join subcommittees, at the discretion of the Executive Committee (with Board approval).
The Organs of F.O.R.M.
- Members’ Council
- O.R.M. Board
- Executive Committee
- Operations Team
- A term of office for Board or Executive Committee membership shall be three years, effective January 1 of the year designated by the Board, with the option of re-standing for subsequent terms.
- Optional bodies include ad hoc subcommittees and working groups
- The Member’s Council shall be comprised of the official representatives of the Members (including Strategic Partners and Honourary Members)
- All members’ representatives have access to and right to speak in the Council; but representatives of suspended members have no access to the Council
- The Member’s Council AGM shall be chaired by the President
Role and responsibilities
The Member’s Council role and tasks consist of the following:
- Review and approve all the directions for the work of the Board, determine the policy and the general programme of activities of F.O.R.M. for the coming financial year
- Review, discuss and approve of the Board’s annual report
- Review, discuss and approve of the annual financial report and budget proposals for the current fiscal year
- Elect new Board and Executive Committee
- Approve bylaws, amendments and editorial changes to the Constitution
- Decide upon proposals presented at AGM
- Decide on the dissolution and the liquidation of F.O.R.M.
Role and responsibilities
- The Member’s Council meets at least once a year, at the annual Forum event
- Moreover, the Council shall meet whenever it will be necessary to call an EGM to take decisions on matters within its competence
- Invitations and meeting documents will be issued electronically at least four weeks before the meeting
- The notification of the meeting shall include the agenda, purpose, location, time and date of the meeting
- The Member’s Council passes resolutions by simple majority of the voting members present; abstentions are not taken into consideration. A motion shall be deemed to be rejected in the event of an even split in the vote.
- The decisions of the Member’s Council shall be recorded and signed by the President and the Director of Operations. Copies will be placed online and distributed to all F.O.R.M. Members.
- Board shall supervise and oversee all activities of F.O.R.M.
- Members are eligible to stand for election to the Board
- The Founding Member is guaranteed one voting position on the Board and one ex officio position (the Director of Operations)
- Strategic Partners can be invited to stand for election at the special invitation of the Board
- The Board shall be composed of the President, the Vice-President, the Director of Operations (an ex officio role that includes the duties of Secretary and Treasurer), and at least six other persons to be elected by the membership. Members of the Board shall be elected for a term of three years, effective January 1 of the upcoming year (with the exception of the Director of Operations). The officers of the Board (with the exception of the Director of Operations) will be selected by the Board but approved by the Members’ Council at the AGM.
- The minimum number of Board Members shall be 9, but can be up to 12
- The aim is for Board membership to equitably represent the various parts of the Arab region, and the different stakeholder groups, therefore all reasonable efforts will be made to attract Board Members accordingly
- In cases where a Board Member resigns or is unable to serve their entire term, the Board will elect a replacement, the vacancy shall be filled by the Board; the appointee shall serve until the next Annual Meeting, when a successor for the unexpired term shall be nominated and elected by the members of the Association
- The Board shall evaluate and review its performance annually. Where a Board Member is not adequately fulfilling the responsibilities of their duties, a proposal to dismiss will be put forward by any member of the Board.
- The Board shall meet a minimum of twice per year, at least once in-person (during the annual Forum)
- Every Board Member is entitled to cast one vote
- At meetings of the Board, resolutions are passed with a simple majority and the results must be documented in writing by the Director of Operations (acting as Secretary). All substantive matters for the Members’ Council shall be passed by resolution of the full Board.
- A majority of the Board Members then in office shall constitute a quorum for the transaction of business at any meeting of the Board
- To constitute a valid act of the Board, the following matters shall require the affirmative vote of two-thirds of those Board Members present and entitled to vote at any meeting: (a) approving F.O.R.M.’s annual budget; (b) incurring unbudgeted capital expenditures in excess of USD 10,000; (d) incurring unbudgeted debt with a value in excess of USD 5,000; (e) amending these Articles of Governance; (f) hiring or terminating the Director of Operations; (g) removing any Board or Executive Committee member with or without cause; and (h) terminating or ratifying an administrative agreement with a F.O.R.M. fiscal sponsor
- In the event of a hung vote, the motion is considered rejected. In the event of a hung vote in the election of persons, the decision shall be taken by drawing lots.
- Board Members shall receive no remuneration, neither direct nor indirect, for the work they perform for F.O.R.M. in this capacity. Renumeration does not include reasonable expenses reimbursement for activities undertaken as part of their role as Board Members.
- The President shall chair the meetings of the board. In the absence of the president, the meeting will provide for its own chair.
- Unless these articles of association provide otherwise, the Board can only take valid decisions in a meeting in which at least half of the Board Members are present or represented. If in a meeting less than half of the Board members are present or represented, a second meeting is called, to be held no sooner than two and no later than four weeks after the first meeting, in which second meeting, regardless of the number of attending or represented board members, valid decisions can be taken on the items placed on the agenda in the first meeting, which could not be decided on in said meeting because of the absence of quorum.
- All resolutions of the Board may also be taken outside of the meeting, provided all Board Members are given the opportunity to cast their vote and they have all declared in writing not to oppose such manner of decision-making. A resolution is taken as soon as the required majority of all Board Members have declared to be in favour of the proposal in writing. The Director of Operations shall draw up a report of resolutions taken outside of the meeting, which will be adopted in the next following meeting and in evidence thereof will be signed by the President and the minute taker of said meeting.
- 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 F.O.R.M
- Board oversees strategic planning and finances, together with policies and procedures. Responsibilities include:
- Fulfil the mission and goals of F.O.R.M.
- Approve the proposals of the Executive Committee as reported by the Director of Operations
- Be responsible for the financial affairs of F.O.R.M. (and ensure proper financial records are kept and debts can be paid)
- Determine, promote and progress F.O.R.M.’s strategic direction
- To provide members with accurate and sufficient information when seeking their support for decisions
- Monitor the external environment and respond to issues relating to F.O.R.M. activities
- Attend all Board Meetings including video meetings
- Establish such Standing Committees, Expert Groups, and ad hoc Committees as are proposed and requested by the Executive Committee as part of their strategic planning
- To submit an annual report on activities, as well as the annual budget and accounts to the Member’s Council
- Decide on the conditions for attendance at the Association’s meetings by non-members.
- Enlarging the membership of F.O.R.M. and communicating its mission to the public and to governmental entities and organisations
Role of the President
The President shall be elected on the basis of a nomination, in writing and signed by at least three members. This nomination and the signed acceptance by the nominee are notified to the Secretariat at least two weeks before the Council meeting for which the elections are announced.
Role of the Director of Operations
- The Director of Operations is the chief operations officer responsible for the practical implementation of Board and Committee plans and strategies, in charge of day-to-day activities and operations, and supports all activities relating to strategic, tactical and financial planning
- The Director of Operations reports to the Board and is an ex officio Board member, where they fulfil secretarial and treasurer duties
- For the period of 2023-2025, the Director of Operations will be a representative from the Knowledge E Foundation. Thereafter, the Director will be selected and hired at the discretion of the Board, and compensation levels likewise determined by the Board and paid out of F.O.R.M. reserves.
- The Director of Operations also sits on the Executive Committee (and has voting rights for this organ of FORM)
- Ensures that all relevant business is put to the board and the decisions of the board are implemented
- Ensures the documentation is prepared and distributed at the appropriate times for board meetings
- Prepares the annual budget report for the Board’s consideration and approval
- Prepares amendments to the Constitution
- Takes responsibility for archiving minutes and other documentation
- Announces details of the Members’ Council AGM and provides documentation for the Assembly including an agenda and the minutes of the previous Members’ Council AGM
- Prepares the Annual Report for F.O.R.M.
- Records declarations of interest or conflicts of interest made by directors at Board meetings
- Has oversight of matters relating to membership records, seeking Board approval for new memberships and advising the Board of termination of memberships
- The right to represent F.O.R.M. but only to enter contracts with a financial interest of ten thousand dollars (USD 10,000) maximum. Contracts and agreements of more than this amount must be approved by the Board (in writing).
- Such staff as are required for the Operations Team (such as IT support, event coordination, community and communications officers) will be appointed and dismissed by the Director
- Reports on practical implementation of Committee plans to the Committee
- Reports on committee strategies and activities to Board on behalf of the Committee
- The purpose of the Executive Committee is to generate activities and promotions to attract members and help F.O.R.M. achieve its goals
- The Executive Committee shall number no less than 7 and no more than 15 members (including the Director of Operations)
- The members of the Executive Committee shall be elected by the Council for a period of three years, with the exception of the Director of Operations who is a non-elected Committee member
- Committee members will stand for election at the Annual AGM and take their position effective January 1 of the upcoming year, and shall be eligible for immediate re-election at the end of their term
- The Executive Committee should be comprised of volunteer Member representatives, and equitably represent the various parts of the Arab region and the different stakeholder groups within F.O.R.M.’s Membership Council
- All members of the Committee should be Standard Members or Strategic Partners of F.O.R.M.
- At least two weeks before the Council meeting for which elections are announced, each interested Member notifies the Director of Operations in writing of its wish to stand
- The Executive Committee shall meet at least four times a year, with at least one meeting in person timed to coincide with the Members’ Council AGM and annual Forum
- Moreover, the Executive Committee shall meet whenever it will be necessary to take decisions on matters within its competence
- The Director of Operations will organise the meetings, keep meeting notes, prepare and present a report to the Board twice a year on Committee activities and strategies
- The Executive Committee will elect a chair each year (the Director of Operations is excluded from consideration)
- Each member of the Executive Committee will have one vote
- The Executive Committee shall take decisions by simple majority of the votes cast
- In the event of a tie the matter will be taken to the Board for their decision
- The Executive Committee is responsible for all programmatic decision making and oversight, with a focus on encouraging the adoption of Open Science practises and policies at an institutional level. Role includes:
- Developing practical plans to achieve strategic vision and goals set out by Board
- Implementing these plans following Board approval
- Identifying and chairing working groups for key strategic projects relating to F.O.R.M.’s mission and goals.
- Where appropriate, the committee can identify and invite third parties, besides board members and/or members to join the working groups and other sub committees (such as the annual Forum Scientific and Organisation Committees)
- Identify and approach potential partners and explore collaboration opportunities with member and non-member institutions and organisations both within the Arab region and globally
- Facilitating communication and collaboration between members
- Support the Director of Operations in delivering and promoting all F.O.R.M. activities and resources
- The initial funding period is 2023-2025
- For the initial funding period, F.O.R.M. shall receive an annual grant of USD 30,000 contribution from the Knowledge E Foundation (Founding Member)
- Funds shall be used and allocated at the discretion of the Knowledge E Foundation (under the purview of the Director of Operations) until such time as a fully-functioning Board and Executive Committee are established
- Following the election of the Board and Executive Committee, the allocation of funds will be determined by the Executive Committee and approved by the Board
- The Board and Executive Committee are jointly responsible for ensuring;
- O.R.M. does not incur expenses it cannot pay
- That a viable strategy for sustainable financial structures are developed and implemented before the end of the initial funding period to ensure F.O.R.M.’s continued financial stability and sustainability
- Revenues cannot be collected from community development activities or from the provision of F.O.R.M. guidance resources
- Revenues can be collected from Sponsors and Delegates at the Annual Forum (but these must be reasonable and commensurate to the services provided)
- Board members cannot dispose of the capital of the foundation as if it were their own capital
- The Board is under obligation to annually, within six months of the financial year, to record and draw up the foundation’s balance sheet
- The Board is under obligation to keep the books, documents and other data carriers referred to above during seven years
- Legal affairs, in which F.O.R.M. features as either plaintiff or defendant, shall be conducted on behalf of F.O.R.M. by the President or a member of the Board elected by the Board for this purpose