As of January 2018, OpenOakland is part of the Code for America organization, a 501(c)3 non-profit. OpenOakland’s relationship with Code for America is laid out in the Memorandum of Understanding. These bylaws highlight the governance structure of the Steering Committee and how it will operate to steer OpenOakland and make decisions on behalf of the membership.

II. OpenOakland Project Based Philosophy

OpenOakland is a group of volunteers that collectively meet to work on projects that better our community and government.

III. Steering Committee

1. Purpose

The OpenOakland Steering Committee will actively work on providing and fostering a supportive environment for the creation of projects and volunteer engagement.
The OpenOakland Steering Committee will operate on the assumption that activities and events will be activated on an as needed basis. The group will come to a consensus on what activities will need additional support outside of the hacknight program by reinforcing the volunteer project intake and proposal process.

2. Steering Committee Membership

Number of committee members

Four elected positions (Hack Night Lead, Community Organizer, Treasurer/Recorder, and Communications Lead)

Each elected position can designate an alternate to represent them at meetings in case of scheduling conflicts and help with any enumerated responsibilities of the position.
Alternates cannot vote.

At least 5 Project Representative members. This membership base will fluctuate depending on the number of active projects there are.

Project Representatives can rotate amongst the members of the project team they are representing.

Steering Committee Member Roles and Voting

All Steering Committee members must be active in OpenOakland activities: making maximum effort to attend hack nights and participating in projects, events and/or development and marketing activities.

Treasurer/Recorder (1 vote)

When money is spent, this person makes sure it is done appropriately and that adequate/required records are kept. This person is also the keeper of the keys to many accounts / services that OO has (Slack, UserVoice, countless others). Coaches projects on budgeting and bookkeeping.
This person will also be responsible for announcing the committee meeting to the OO community and posting the agenda.
This person is also responsible for the recording of the minutes of the meeting and posting the minutes to the OO community after every meeting.
Who is qualified: Detail-oriented member of OO who has some demonstrated experience with project management, finances, record keeping.
Note: This person is not in charge of fundraising.

Hack Night Lead/Delivery Lead (1 vote)

Master of ceremonies for Hack Night and is constantly iterating on hack night processes to make sure that projects are feeling supported and progressing as fast as possible.
Monitor project progress and be prepared to report to the Steering Committee on project activity
Shepard project teams through the OO onboarding process and assist the Steering Committee in determining which projects are active.
Who is Qualified: Longstanding member of OO project who has a knack for project management. This could also expand to more than one person, but needs to start with 1 accountable.

Communications Lead (1 vote)

Coordinates internal announcements to membership.
Coordinates external communication efforts, including but not limited to: maintaining the OpenOakland website, press releases, social media, maintaining toolkits for project promotion and partnerships.
“Air traffic controller for project communication”
Leads the effort to tell the story of OpenOakland through activities like: collecting blog posts which showcase OpenOakland’s projects and events.
Stores and maintains the OpenOakland brand and guidelines and provides assets as needed.
Who is qualified: Someone with strong writing, editing and storytelling abilities. This person should have project management abilities needed to follow up with members to get their stories.

Community Organizer (1 vote)

Responsible for recruiting and welcoming new members (brief intro + Slack/tools integration) and helping them explore opportunities to join a team or get started with their own project.
Volunteer engagement, keeping a database of volunteers and any individual that attends a hack night.
When there isn’t much of that to be done, update web presence and maybe share some progress externally.
Metrics: # return for a second meeting, new projects or project team members, tasks completed / shipped on their first visit

Project Reps (1 vote for all project reps)

One representative from each active project. This is mandatory for OO supported projects. Each team is asked to give back and actively shape the organization to meet its needs.
Who is Qualified: Any member of team (not just the lead), chosen by the team.
The OO Steering Committee is charged with maintaining the definition of an active project in a publicly viewable document.

3. Committee Meeting Details

Monthly (if needed) 45-60 min unless specified.
Agenda is set and published one week before meeting (one hack night must pass after agenda is introduced, before voting meeting may occur)
Meeting Roles (every meeting):

Chair

The Steering Committee members will choose a Chair amongst themselves. The Chair is responsible for:

Facilitating Steering Committee meetings and representing the Steering Committee.
Keeping track of activities of all other Steering Committee members.
Responsible with the Recorder for soliciting items for and establishing the agenda for each meeting.
Makes sure the Recorder has posted the agenda one week prior to the meeting
Official contact to Code for America HQ

The Chair is responsible for communicating issues brought to it by CfA HQ to the Steering Committee in a timely manner or to the Executive Committee if these issues require confidentiality.

Process Observer (Rotating Role)

The process observer will ensure that the Steering Committee is keeping on track with the agenda during meetings. This could include keeping track of time limits for each item.
Process Observer will ensure that all SC members are heard and allocate speaking time fairly.
Report out at the end of the meeting if the group upheld the working agreements and are working in a productive manner.
Help enforce voting process and supporting recorder in counting and verifying votes.
Keep track of members that are participating and those members that could be encouraged to participate more.

4. Committee Voting Process

(A) Quorum. A majority of the committee (50% + 1) immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.

(B) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of committee present at a meeting at which a quorum is present shall be the act of the committee.

(C) Participation. Except as required otherwise by Code For America rules , or these Bylaws, committee members may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by conference call.

(D) Brigade-wide special votes. The Steering Committee may hold a vote among general membership at its discretion for any number of reasons (potential examples include approving new policies and strategies, adapting brigade structure and roles, filling elected leadership vacancies, etc). Such member-wide votes outside of annual officer elections must be approved by a regular vote of the Steering Committee and should follow the standard process outlined in VI. Elections Protocol.

5. Executive Committee

The Executive Committee is composed of the Elected Members from Part III Section 2 plus the Chair if not an Elected Member.
The Executive Committee may communicate and meet separately from the rest of the leadership and membership if necessary to maintain confidentiality relating to Code of Conduct issues, private discussions requested by Code For America or contract issues. Only issues that cannot be discussed in public should be considered.
The Steering Committee may approve other topics to be discussed by the Executive Committee.
The Executive Committee may invite other members to their meetings as necessary to conduct the business of the meeting.

IV. Steering Committee: Miscellaneous

1. Books and Records

The steering committee shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings, a record of all actions taken by its members without a meeting, and a record of all actions taken by any subcommittees. In addition, the steering committee shall keep a copy of these Bylaws as amended to date.

Account Management

Current members of leadership will share all OpenOakland account login details with newly elected officials within one week of the close of the election process. All elected members will have admin-level access to the core accounts used in running the organization, including but not limited to Slack, Google Admin, and the OpenOakland.org Wordpress site.
The exception to this is the OpenOakland banking accounts. Access to these accounts will belong to the elected Treasurer and one other member of current leadership as decided upon by the Steering Committee.
Departing members of leadership will hand-off all documents, working files, account credentials, contacts, and communications that impact the organization to their successor within one week after the election. If their current role is not being filled for any reason or they are stepping down from their role, the departing member of leadership will share the above information with the rest of the current elected members.
All elected members of leadership are expected to immediately record any password changes in a location shared with the rest of the leadership team so as to maintain continued access.
During a leadership transition, departing members of the leadership committee will have their access removed from leadership accounts by the Treasurer within one week of the election close.

2. Fiscal Year

The fiscal year of the corporation shall be from January 1 to December 31 of each year.

3. Conflict of Interest

The committee shall adopt and periodically review a conflict of interest policy to protect the organization’s interest when it is contemplating any transaction or arrangement which may benefit any committee member or volunteer with voting powers.

4. Nondiscrimination Policy

The committee members and volunteers that participate or are served by this organization shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of OpenOakland not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin. OpenOakland activities follow a Code of Conduct posted on openoakland.org (current Code of Conduct).

5. Bylaw Amendment

These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the steering committee members if a proposal is presented at a committee meeting given

That an amendment does not affect the voting rights of steering committee members.
That all amendments be consistent with the CfA Memorandum of Understanding

V. Project Representation

1. Forming an OpenOakland Project

OpenOakland projects may fall under, but are not limited to, these categories:

Civic Tech Projects - providing tools or services to Oaklanders or public agencies to increase access to and understanding of government.
Events - major events that require a team to execute.
OpenOakland Sustainability Projects - efforts to improve and sustain OpenOakland as an organization.

Developing your project idea

Projects must demonstrate alignment to OpenOakland’s mission and values. Some ways a project might do so include:

Partnering with organizations to serve as domain experts in the needs of the community it serves
Forming a project team which has lived experience with the issue the project is focused on
Conducting user research to understand the needs of the community the project serves

In addition to the process outlined below, teams are encouraged to seek support from the Steering Committee and broader OpenOakland community

Becoming an OpenOakland Project

To help ensure that projects serve their intended communities, project teams must complete a Project Brief and publicly submit it to the Steering Committee on Slack for consideration. It will be placed on an upcoming Steering Committee agenda and noticed according to Committee rules. Proposal consideration will be spread across two meetings:

First Meeting

Purpose: Offer feedback on a project’s alignment with OpenOakland’s mission and values. Evaluate the project team’s level of effort in filling out the Project Brief. Ask questions and help guide the team’s direction and research activities at an early stage.
Timing: This step is best taken at the early / “idea” phase of the project.
Outcome: Comments and feedback for the project team given in-person or digitally.

Second Meeting

Purpose: Officially adopt an OpenOakland project if it aligns with OpenOakland’s values and demonstrates an effort to research and address real problems or opportunities for the community it serves.
Timing: Once you’ve developed your project idea (see Developing Your Project Idea above), and feel your Project Brief is complete enough to submit for formal approval, share your brief in the #leadership Slack channel at least one week prior to the next Steering Committee meeting.
Outcome: The Steering Committee votes to adopt or decline the project.

Declined projects

Along with their vote, Steering Committee members voting to decline a project proposal should offer reasons for their disapproval (written and anonymous if desired).
A team proposing a declined project may adjust a project brief, conduct additional research, and resubmit for a vote at a subsequent meeting.
If a project is declined twice, it will not be reconsidered.

2. Active Projects

A project is considered active if the following conditions are met:

Meaningful progress is demonstrated at 2 of the last 3 demo nights. Presentations may be recorded, presented remotely or written (blog or article format).
A project rep (as described in Sec. 2) has attended at least 2 of the 3 most recent Steering Committee meetings.
Projects are required to host project code on an OpenOakland-owned repository.
Project documentation must be kept reasonably up to date with a link from the OpenOakland website.
The Steering Committee forms an Event or Sustainability Project.

Hack Night Lead / Delivery Lead is responsible for keeping documentation of presentation attendance in this Google Spreadsheet.

If a project fails to demonstrate meaningful progress for 2 of 3 demo nights, then the steering committee may vote to make the project inactive. The vote should include a rationale and the project can reactivate later by meeting the 2 of 3 demo night rule again.

VI. Elections Protocol

Leadership and election cycles

OpenOakland leadership terms run April 1 of the current year through the following March 31.
The election cycle runs January 1 - March 31 of the closing leadership cycle.
Elected leads commit to a one-year term.
The Steering Committee may fill a vacant officer position by a majority vote.

Posts filled mid-term will expire after the next regularly-scheduled annual leadership election with the seating of the new officers.
Special elections may not start within 3 months of the normally-scheduled annual leadership election.

Elections process

The membership of the steering committee will be elected by the volunteer member population of OpenOakland.
To ensure a fair election and nominations process, the Steering Committee is responsible for:

Ensuring online participation is available.
Allowing two weeks (including at least one hack night) for nominations. Nominations are required for officer positions described in section II. An individual or team can nominate themselves or another individual.
Allow at least one week for candidates to campaign prior to the election.
Allowing one week (including at least two hack nights) for voting.
Announcing voting and nomination opportunities to membership at least twice during those periods both at hack night and through official OpenOakland channels (Slack and Google Group at the time this was adopted).
Designating two trusted parties (not on the ballot and not on the Steering Committee) to tally and report on results. A Steering Committee majority vote is needed to approve the trusted parties. The Steering Committee’s trusted parties are responsible for:

Alerting members that they have been nominated within 24 hours of nomination closing and sharing names of other nominees if requested.
Drafting the ballot with members that accept their nomination.
Closing the ballot at the appropriate time.
Reporting the results of the election within 1 hour of closing the ballot.
Recusing themselves from the process if they become a candidate in the election.

Appointing replacements for trusted parties if they recuse themselves or the majority of the Steering Committee members decide they are no longer fit to administer the election.

Voting eligibility

Only active OpenOakland members are eligible to vote in annual leadership elections. An “active OpenOakland member” is defined as: someone who has contributed to an OpenOakland project and/or attended an OpenOakland event at least twice in the past six months, and who has no active Code of Conduct violations.

Mid-cycle vacancies

The Steering Committee may fill a mid-cycle vacant officer position by a majority vote.
Posts filled mid-cycle will expire after the next regularly-scheduled annual leadership election with the seating of the new officers.
Special elections may not start within 3 months of the normally-scheduled annual leadership election.

VII. Code of Conduct Ombudspeople

The OpenOakland Code of Conduct provides a mechanism for reporting violations of the Code. To ensure that people are comfortable reporting violations, even if the violation is caused by an action of a member of the Steering Committee or event organizers, 2 independent ombudspeople are available to receive complaints.

The Steering Committee shall appoint 2 members of the OpenOakland community to act as ombudspeople for terms of 2 years.
At least one of the ombudspeople shall not be a member of the Steering Committee and must resign this position, if they are elected to a position on the committee.
The Steering Committee shall attempt to select the ombudspeople to provide the broadest possible diversity as to gender, orientation and race.
The ombudspeople will be identified in the Code of Conduct document and will be the only ones to monitor the safespace@openoakland.org email account.
Complaints may be forwarded directly to an event organizer, steering committee member or one or the other of the ombudspeople as desired.
The ombudspeople must avoid intervening in cases where they have a friendship or personal relationship with the accuser or accused. They should handle the issue in accordance with the code of conduct or refer it to members of the Steering Committee, maintaining any confidentiality requested by the complainant. Any decision to ask someone to leave the organization must be approved by the Steering Committee.
Removal of someone from the ombudsperson position must be a ¾ vote of the Steering Committee.
Complaints shall be processed according to the Code of Conduct Process and Ombudsperson Role.