Article I. Name
The name of this organization shall be Libraria (“the Organisation”).
Article II. Purposes
The purposes for which Libraria has been formed are:
1. To establish a non-profit, global multi-stakeholder cooperative of learned societies, journals, research organizations, presses, and libraries committed to open access scholarly publishing in the social sciences and humanities.
2. To further the publication of open access scholarship in these areas with no author-facing article processing charges.
3. To introduce new levels of financial transparency, democratic governance, cooperative efficiencies and open standards into scholarly publishing, while building a publishing model that is applicable across the disciplines and on a global scale.
Article III. Powers
In furtherance of the Purposes but not otherwise the Organization may exercise the following powers:
1. To raise funds for the above Purposes.
2. To pay out of the funds of the Organization the costs, charges and expenses of and incidental to the formation and registration of the Organization.
3. To recognise, support, co-operate or liaise with other bodies in pursuance of the Purposes outlined above.
Article IV. Membership
1. Membership in Libraria is open to any interested organization (learned society, journal, press, library, research organization) that supports the stated purposes of Libraria.
2. Applications for membership shall be directed to the Executive Committee and will be reviewed and approved by the Governing Council on a rolling basis.
Article V. Governance
1. Governance of Libraria shall be vested in the members of Libraria, the Governing Council, and the Executive Committee.
2. The Governing Council
2.1. The Governing Council is the governing body of Libraria. Every member organization shall be eligible to one seat on the Governing Council, and may name the individual to fill that seat by an internal process of its choosing.
2.2. Members of the Governing Council who are representing a journal owned by a learned society shall be accountable to the latter.
2.3. Members of the Governing Council who are unable to participate at a specific meeting, or are unable to participate in a decision-making process, may deputize for another member of their organization for the purpose of attending the meeting of Council.
2.4. The Governing Council shall meet once a year.
3. The Executive Committee
3.1. The Executive Committee is appointed by the Governing Council.
3.2. The Executive Committee shall have 5 to 7 officers selected to represent the global partnership of Libraria and to oversee the Organization’s operations. Vacant seats on the Executive Committee shall be replaced by appointment of the Governing Council.
3.3. Subject to directions and limitations imposed by the Governing Council, the Executive Committee shall have the authority to govern the Organization between annual meetings of Council and to take, on behalf of the Organization, all actions consistent with these Bylaws.
3.4. The officers of the Executive Committee shall serve a term of office of three (3) years.
3.5. Every member of the Organization shall be eligible to have no more than one representative on the Executive Committee.
3.6. The officers of the Executive Committee shall include a) Three Academic Co-Directors; b) Secretary; c)Treasurer; and up to two (2) additional officers.
3.7. The Executive Committee is vested with the powers to represent the Organization in applications for funding.
Article VI. Duties of the Officers
1. The Academic Co-Directors shall be appointed by the Governing Council to represent broadly the interests of the different members, including libraries, learned societies and journals.
2. The Secretary shall be appointed by the Executive Committee from among its members. The Secretary shall keep and circulate minutes of all Governing Council meetings and Executive Committee meetings. S/he shall also maintain the records of correspondence and other incidental documents of the organization.
3. The Treasurer shall be appointed by the Executive Committee from among its members. The Treasurer shall be responsible for the administration of the finances of the Organization subject to budgetary and other regulations approved by the Executive Committee and to approval by the Organization.
4. The Treasurer shall be responsible for the maintenance of proper and adequate financial records which at all times shall be open to inspection to the Executive Committee, and for the provision of necessary financial information to the Governing Council.
5. The Treasurer may, subject to authorization and budgetary provision by the Executive Committee and the Governing Council, employ managerial or clerical assistance in pursuance of his or her duties.
Article VII. Advisory Board
1. The Advisory Board shall be comprised of up to 10 members of international reputation in the worlds of library and scholarly communications, open access publishing, and humanities and social sciences research.
2. The mandate of the Advisory Board is to provide input on general strategic direction and priorities. Specifically, the Advisory Board shall help the Executive Committee identify potential sources of funding, tap into existing resources in the open access community, and use their networks and relationships to integrate the Executive Community within the wider open access world.
3. Appointment to the Advisory Board is for a three-year term with optional renewal at the discretion of the Governing Council.
4. The Advisory Board shall always have a Chair, elected by the Governing Council
Article VIII. Quorum
1. A majority of all members of the Governing Council shall constitute a quorum for the business of this Council.
2. A majority of all members of the Executive Committee shall constitute a quorum for the business of this Committee.
Article IX. Finances
1. Budget. The Executive Committee, in consultation with the Treasurer, shall determine all budgets, honoraria, and/or stipends (if any) at the beginning of each financial year and seek approval with the Governing Council.
2. Financial Reporting. The Treasurer, in consultation with The Executive Committee, shall be responsible for compiling all necessary financial reports and ledgers on an annual basis, and presenting all necessary financial reports and ledgers to the Governing Council in a timely, efficient, and well-organized capacity.
3. Confidentiality. Budgets and financial reports shall not be circulated outside the parties directly involved, including the Advisory Board.
Article IX. Amendment of Bylaws
1. The Bylaws may be amended by a two-thirds majority vote of the Governing Council
2. Amendments may be proposed by any member of the Governing Council.