Purpose of the Governance Committee

Primary Functions

The primary function of the OpenLMIS Governance Committee is to take responsibility for the feasibility, business case and the achievement of outcomes of the OpenLMIS Initiative. The Committee will monitor and review the status of the Initiative, discuss and coordinate on proposals for potential implementations, and provide guidance for the overall direction of the OpenLMIS product and Initiative. The Governance committee works in conjunction with the Product and Technical committees, which have separate activities and functions within the OpenLMIS Community.

The Governance Committee provides a stabilizing influence so organizational concepts and directions are established and maintained with a visionary view. The Committee provides insight on long-term strategies in support of agreed-upon mandates, and acts as a final review and approval body for major proposals or recommendations made by the Product or Technical Committees. Members of the Governance Committee ensure that project objectives are being addressed and developed, and that the direction of the initiative remains under control and effective. In practice these responsibilities are carried out by performing the following functions:

• Monitor and review major activities within the Initiative at regular Governance Committee meetings;
• Discuss and vote as necessary on proposed changes to the OpenLMIS software and recommendations made by the Product and Technical Committees;
• Provide assistance to partners and members of the Community through coordination and collaboration;
• Reach consensus on the scope and direction of the Initiative as emergent issues force changes to be considered, ensuring that scope aligns with the agreed vision of the Initiative and key stakeholder groups;
• Resolve Community conflicts and disputes, reconcile differences of opinion and approach.

Approval Responsibilities

The OpenLMIS Governance Committee is responsible for approving major actions within the Initiative, such as:

• Actions or proposals to make major changes to the existing OpenLMIS software, either proposed by the Governance Committee itself, or presented by the Product or Technical Committees
• Proposals for additions to the OpenLMIS product, such as the development of additional reference apps, etc.;
• Actions to revise Community processes or make changes to existing Community structure;
• Proposals for new OpenLMIS implementations to ensure that the proposal meets Community and product standards, and that the proposal strategy addresses potential roadblocks and identifies areas of collaboration effectively; 
• Entering into new relationships/partnerships with other organizations (both open source and commercial). 

Governance Committee Roles & Responsibilities

Membership

OpenLMIS Governance Committee meetings are open to the public, and notes from the calls are publicly available on the OpenLMIS wiki. If a new organization or participant wishes to become a voting member of the committee, they must make a request in writing on the Governance Google Group, or in person during a Committee call, at which time Committee members may determine eligibility through a voting process in which the majority of votes determines acceptance. 

An organization or participant may be removed as a voting member of the committee if they are determined to no longer be an active or integral member of the OpenLMIS Initiative. This decision will be determined by the Governance Committee when necessary, and the organization or participant will be informed of their removal from the voting structure in writing by the Secretary. 

The OpenLMIS Governance Committee currently consists of the following stakeholder stakeholder members, who each hold a vote on the Committee. Each of the following organizations will have a vote in any major voting process. Organizations must designate an alternate in case the primary voting member is unavailable. 

• JSI
• ThoughtWorks
• VillageReach
• Bill and Melinda Gates Foundation
• USAID
• CHAI
• PATH
• Chemonics

Role of an OpenLMIS Governance Committee member

It is intended that the OpenLMIS Governance Committee leverage the experiences, expertise, and insight of key individuals at partner organizations within the OpenLMIS Community. These partners should be committed to building professionalism and collaboration within the Community. Governance Committee members should:

• Understand the strategic implications and outcomes of proposals and initiatives being pursued through various partner organizations;
• Appreciate the significance of the Initiative for some or all major stakeholders and represent their interests;
• Regularly participate in, and contribute to, discussions, forums, proposals and activities within the Community;
• Be genuinely interested in the Initiative and be an advocate for broad support for the outcomes being pursued.

In practice, this means they:

• Ensure that the Initiative's outputs meet the requirements of key stakeholders and partners;
• Contribute regularly to the Community by actively assisting other members with time, resources, and networks;
• Provide guidance to the other Community committees and partners involved in OpenLMIS projects;
• Foster positive communication within and outside of the Governance Committee regarding the Initiative and its outcomes.

The OpenLMIS Governance Committee Chair

At the time of this writing, the Governance Committee is deciding on its process for selecting a rotating chair. The chair, which will serve during a to-be-determined period of time, will facilitate Governance Committee meeting instances during that time period. The Committee will follow modified Roberts Rules of Order in the conduct of meetings, motions, discussion and voting.

The OpenLMIS Governance Committee Secretary

The OpenLMIS Community Manager, Tenly Snow, will serve as the Secretary for the Governance Committee until removed or replaced. As Secretary, Tenly is responsible for the overall documentation of Committee activities, including moderating the Google Group; assisting the Chair in facilitating discussion during Committee calls; and maintaining transparency and public documentation of Governance activities on the OpenLMIS Wiki. Tenly will also:

• Record and follow up on action items from calls and discussions;
• Manage Webex recordings and notes from calls and meetings;
• Facilitate the voting process and ensure communication amongst Committee members;
• Coordinate with the Product and Technical Committees to ensure clear and transparent communication between committees;
• Be the point-of-contact for the OpenLMIS Initiative

OpenLMIS Governance Committee Meetings

Meeting Schedule and Process

The Governance Committee will meet monthly on the third Tuesday of every month.

Meeting Agenda

Prior to each instance of a Governance Committee meeting, the elected chair will facilitate a call for agenda items using the OpenLMIS Google Group mailing list. The Secretary will then update the existing OpenLMIS Wiki page with the planned agenda items. The agenda should roughly follow the below structure:

1. Introductory Items such as:Would reflect key responsibilities of Gov Committee as standing agenda items.

• • Introductions (if any)
  • Review Agenda
  • Minutes and actions from last meeting

1. Main agenda items proposed by Committee members
2. AOB
3. Review and summarize new actions from this meeting

OpenLMIS Governance Committee Agreement Process

The main responsibility of the OpenLMIS Governance Committee lies in the management of the OpenLMIS Initiative. The decision making process is based on reaching consensus through discussion and voting.

Any member of the Governance Committee may present an issue or proposal that requires discussion and voting. Additionally, any major change, recommendation, or action in either the Product or Technical committees must pass to the Governance Committee for consideration and discussion. Through discussion during a Governance meeting call, the Governance Committee will decide whether the issue requires a vote, and will then vote on the issue at a time determined by the chair and voting members.

The Governance Committee expects regular recommendations from the Product Committee on feature requests that may have reusable content for other implementations. The Product Manager will bring these recommendations to the Governance Committee as they arise. 

When a proposal is a feature or change to the existing product that should be done in the current new feature release, the proposal should be accompanied by a technical scheme to solve it.
While the decision-making process is democratic, both BMGF and USAID representatives will have a deciding vote in any decision as the primary funders of the OpenLMIS software and initiative. Voting should always occur in writing on the OpenLMIS Governance Committee Google Group mailing list. The Secretary will start a topic in the Google Group with the details and relevant links, and members should vote by replying to that topic.

The voting process is as follows:

Proposals or issues requiring a vote must be made publicly available for discussion on the Governance Committee Google Group forum prior to the next Governance Committee meeting instance. It is the submitter's responsibility to start a vote after this discussion during the next instance of a Governance Committee meeting. Voting should always occur in writing on the OpenLMIS Governance Committee Google Group forum. The Secretary will start a topic in the Google Group with the details and relevant links, and members should vote by replying to that topic. The vote must be open for a minimum of one business week. 

Primary voting members of the Governance Committee will vote in writing following the process noted above. If the primary voting member is unavailable, the alternate will vote in their place, noting that the primary was unavailable. That vote will be considered valid and binding. If an organization misses a vote due to lack of participation in either the call or on the forum or both, or votes after the period has closed, their vote will not be considered.

Once all votes have been received during the voting period, a proposal will be considered accepted if it receives a majority of votes. Regardless of the outcome of a vote (accepted or rejected), however, both BMGF and USAID representatives will have the ability to bring that issue back up for discussion, and ultimately veto that outcome if necessary, by providing their reasoning in writing to the forum.

The chair gets a vote and is responsible for adjudicating should there be a voting dispute.

Review Period

Within one year of the development of this charter, the OpenLMIS Governance Committee should review the membership, responsibilities, and voting structure laid out in the charter. At that time, the committee can decide whether the existing charter still meets the needs and expectations of the committee, or whether it requires updating.