Bylaws

Bylaws reviewed and approved by RDAP Association Membership January 4, 2019
Bylaws approved: March 20, 2019
Bylaws amended and approved by RDAP Association Membership: June 22, 2020
Bylaws amended and approved by RDAP Association Membership: May 8, 2023

Article I. Name

The name of the organization is Research Data Access & Preservation Association, Inc., which can also be referred to as the “RDAP Association” or simply the “Association.”

Article II. Mission

The RDAP Association supports an engaged community of information professionals committed to creating, maintaining, advancing, and teaching best practices for research data access and preservation.

Article III. Community

The RDAP Association community brings together a variety of individuals, including data managers and curators, librarians, archivists, researchers, educators, students, technologists, and data scientists from academic institutions, data centers, funding agencies, government, museums, and industry who represent a wide range of disciplines including STEM, health sciences, social sciences, and humanities.

Article IV. Governance

The RDAP Association is an independent not-for-profit 501(c)(3) organization. The Association is governed by its Executive Board, whose officers are elected by the Association’s members.

Article V. Executive Board

Section A. Governing Body

The RDAP Association Executive Board is the principal body that shall consider and formulate the policies and procedures governing the RDAP Association in accordance with the recommendations of the membership.

Section B. Business

The Executive Board is empowered to conduct the business of the RDAP Association, including but not limited to: strategic planning, approving, and enacting of project activities; discussing and recommending future policy or changes in policy to be adopted by the membership; making budgetary decisions for the Association; managing the activities of the Action Committees and Task Forces; and maintaining communication with the membership and scholarly and professional associations.

Section C. Affiliations

The Executive Board may vote to affiliate with any national, regional, or international organization whose objectives are consistent with those of the Association, provided that any associated costs are covered within the Association’s budget. Additionally, the Board may vote to establish relationships with like-minded communities that currently lack infrastructure to offer support and services. Representatives to such organizations shall be authorized by the Executive Board and appointed by the President; they shall report annually to the Executive Board and shall provide such other reports as requested by the Executive Board or the President.

Section D. Officers

The Executive Board shall consist of officers and additional representatives appointed from the membership. There are three elected officers, President-elect, Secretary, and Treasurer, and two non-elected officers, President and Past President. The President of the RDAP Association shall chair the Executive Board. Additional members of the Executive Board shall be appointed by the President as needed. The past term’s Treasurer shall be an ex officio member for one (1) year. All Executive Board Members must be current members of the RDAP Association.

Section E. Voting

All elected and appointed voting members of the Executive Board, including the President, shall have equal votes on matters requiring formal approval by the Executive Board. Ex officio members are not voting members. In the case of a tie vote, the Past President shall cast the deciding vote.

Section F. Terms

Executive Board members shall generally serve two or three year terms, with appointments initiating with the beginning of the fiscal year, July 1.

Section G. Replacements

In the event an Executive Board member is unable to serve a full term, the President shall appoint a replacement to serve the remainder of the term. A replacement must be a current member of the RDAP Association. In the event the President is unable to serve a full term, the President-elect shall fulfill the remainder of the President's term.

Section H. Removal

Any appointed or elected Executive Board member may be removed from office by the Executive Board when, in their judgment, they do not fulfill the duties of the office. Removal may be enacted by a majority vote of all other Executive Board members.

Section I. Best Practices

Executive Board members should follow the best practices developed for their positions and the Executive Board as a whole. The best practices document should be a “living” document such that when practices require updating they can easily be altered with the approval of the Executive Board. At a minimum, these documents should be reviewed and updated yearly.

Section J. The Advisory Board

The Advisory Board shall consist of the Chairs of Action Committees and Task Forces. All Advisory Board Members must be current members of the RDAP Association. Action Committees are created to support the RDAP Association business on a continuing basis. New Action Committees will be given a charge by the Executive Board. Action Committees are established or dissolved by the President with the approval of the Executive Board. Task Forces are created to support the RDAP Association business for a defined period of time. They are established and provided a charge by the President with the approval of the Executive Board.

Section K. Leadership Team

The Leadership Team consists of the Executive Board plus the Advisory Board. The Leadership Team will meet at a minimum monthly with additional meetings as necessary.

Article VI. Executive Board Officers

Section A. President-elect

1. The President-elect shall begin their term in office with the beginning of the fiscal year, July 1. The President-elect shall be elected from among RDAP Association members in accordance with the procedures in Article VIII.
2. The President-elect shall serve a term of one (1) year. Then they will serve a one (1) year term as President, followed by a one (1) year term as Past President.
3. In the event the President-elect is unable to serve a full term, the President shall appoint a replacement to serve the remainder of the term of office.
4. The President-elect serves as an officer of the Association and assists in advancing the goals and objectives of the organization.
5. The President-elect serves as a voting member of the Executive Board and attends all Executive Board and Leadership Team meetings in addition to the Annual Membership Business Meeting during the Annual RDAP Summit.
6. The duties of the President-elect are:
   1. to carry out the duties of President in the absence of the President, and to otherwise assist the President as called upon,
   2. to be familiar with the bylaws and resolve questions about procedure in the RDAP Association,
   3. to be responsible for leading and coordinating the Leadership Team meetings, 
   4. to be responsible for elections of Executive Board members following the procedures outlined in Article VIII, and
   5. to respond to inquiries from members and non-members regarding interests and activities of the RDAP Association.

Section B. President

1. The President shall begin their term in office with the beginning of the fiscal year, July 1, following their one (1) year term as President-elect.
2. The President shall serve a term of one (1) year.
3. The President shall serve as Past President on the Executive Board for one (1) year following their term of office.
4. In the event a President is unable to serve a full term, the President-elect will serve the remainder of the President's term of office.
5. The President serves as an officer of the Association and assists in advancing the goals and objectives of the organization.
6. The President serves as a voting member of the Executive Board and attends all Executive Board and Leadership Team meetings, in addition to the Annual Membership Business Meeting during the Annual RDAP Summit.
7. The President has spending authority along with the Secretary and Treasurer.
8. The duties of the President are:
   1. to provide overall leadership on the direction and activities of the RDAP Association. In this capacity, the President should arrange, prepare for, and lead Executive Board meetings, and the Annual Membership Business meeting during the Annual RDAP Summit; implement, coordinate, and/or distribute responsibilities for projects and activities of the RDAP Association; regularly report to and communicate with the Membership; undertake correspondence and represent the RDAP Association to external parties; approve the annual budget; and act as liaison to Action Committees, Task Forces and external organizations as appropriate,
   2. to establish or dissolve Action Committees with the approval of the Executive Board,
   3. to establish Task Forces with the approval of the Executive Board, 
   4. to sign off on reports that will be submitted to the Membership, 
   5. to respond to inquiries from members and non-members regarding interests and activities,
   6. to fill committee vacancies during their term in office,
   7. to conduct all meetings in accordance with Code of Conduct, and 
   8. to be the sole signing authority to enter RDAP into contracts.

Section C. Past President

1. The Past President serves as an officer of the Association and assists in advancing the goals and objectives of the organization.
2. The Past President shall serve a term of one (1) year, following their term as President.
3. The Past President attends all Executive Board and Leadership Team meetings in addition to the Annual Membership Business Meeting during the Annual RDAP Summit.
4. The duties of the Past President are:
   1. to serve as an advisor to the President,
   2. to provide the Executive Board with a tie breaker vote, if needed, and
   3. to complete other tasks as assigned by the Executive Board.

Section D. Secretary

1. The Secretary of the RDAP Association shall begin their term in office with the beginning of the fiscal year, July 1. The Secretary shall be elected from among RDAP Association members in accordance with the procedures in Article VIII.
2. The Secretary shall serve a term of two (2) years.
3. In the event the Secretary is unable to serve a full term, the President shall appoint a replacement to serve the remainder of the term of office.
4. The Secretary serves as an officer of the Association and assists in advancing the goals and objectives of the organization.
5. The Secretary serves as a voting member of the Executive Board and attends all Board and Leadership Team meetings in addition to the Annual Membership Business Meetings during the Annual RDAP Summit.
6. The Secretary has spending authority along with the Treasurer and President.
7. The duties of the Secretary are:
   1. to take minutes and records of Executive Board and Leadership Team meetings (or arrange for the minutes to be recorded if unavailable),
   2. to collect reports from Executive Board members and Action Committee Chairs for inclusion in the minutes when appropriate,
   3. to be custodian of the Bylaws, by managing bi-yearly review and the process of amending the Bylaws when required,
   4. to maintain an archive of Executive Board records following best practices for records retention,
   5. to monitor communication to RDAP Leadership and Executive Board and manage Board and Committee/Task Force Chair access to documents and platforms as appropriate,
   6. to compile an end of year report for review and final approval by the Executive Board, and
   7. to be responsible for coordinating the writing of the Annual Report following the procedures outlined in Article X Section B.

Section E. Treasurer

1. The Treasurer shall begin their term in office with the beginning of the fiscal year, July 1. The Treasurer shall be elected from among RDAP Association members in accordance with the procedures in Article VIII.
2. Upon conclusion of their elected term, the outgoing Treasurer shall serve a term of one (1) year as ex officio, with the sole duty of advising the incoming Treasurer. The Treasurer ex-officio is not a voting member of the Executive Board.
3. The Treasurer shall serve a term of two (2) years.
4. In the event the Treasurer is unable to serve a full term, the President shall appoint a replacement to serve the remainder of the term of office.
5. The Treasurer serves as an officer of the Association and assists in advancing the goals and objectives of the organization.
6. The Treasurer serves as a voting member of the Executive Board and attends all Board and Leadership Team meetings in addition to the Annual Membership Business Meetings during the Annual RDAP Summit.
7. The Treasurer has spending authority along with the President and Secretary.
8. The duties of the Treasurer are:
   1. to maintain the records of the RDAP Association’s financial obligations and transactions and to report, upon request, on the financial status of the Association, b. to manage the non-profit status of the Association according to federal and state regulations, including charitable solicitation registrations,
   2. to manage the bank account, accounting software, and credit card, d. to maintain corporation registration status with the State of Ohio, e. to maintain liability insurance and legal protection coverage,
   3. to work with the President to suggest ongoing adjustments to the current year's operations and budget,
   4. to collaborate with the Conference Planning and Sponsorship Action Committees on the budget for the Annual RDAP Summit,
   5. to collaborate with the Membership Action Committee on membership fees,
   6. to collaborate with additional Action Committees as needed, and 
   7. to meet deadlines for requests for payment and reimbursement, according to the budget submitted.

Article VII. Advisory Board

Section A. Action Committees

1. Call for Action Committee Membership

A call to all members for volunteers to join Action Committees will take place each year and otherwise as appropriate. The list of volunteers will be reviewed by the Executive Board to finalize membership of each Action Committee. This is to ensure that each Committee has sufficient membership. Committees will self-select Chairs or Co-chairs. Chairs will be selected from the members of the previous year’s relevant Action Committee if possible; if not, the Executive Board may select chairs from the members who have served on that committee in the past. If an Action Committee has co-chairs, only one co-chair needs to have served on the previous year’s Action Committee. All chairs and members of Action Committees must be current RDAP members.

2. Terms of Service

Committees shall ideally have two chairs, each serving a staggered term of two years; re- appointment is permitted. If a Chair is not able to stay on for the second year, they will be requested to stay on for the second year as an ex-officio member of the committee. Committee appointments shall begin on May 1 and end on June 30 of the following calendar year, allowing for outgoing committee chairs and members to onboard incoming members and chairs prior to the end of their term.

3. Meeting Attendance

Action Committee Chairs are expected to participate in the RDAP Association Leadership Team meetings, and strongly encouraged to participate in the Annual Membership Business Meeting during the Annual RDAP Summit each spring. If an Action Committee has co-chairs, only one needs to attend Leadership Team meetings. If an absence at a meeting is unavoidable, the Chair will submit a report to the Secretary prior to the meeting and/or request a member of the Action Committee to attend and participate in their place.

4. Duties of the Chairs are

1. to provide overall leadership and direction for their Action Committee, 
2. to lead and organize the meetings of their Action Committee, ensuring that appropriate documentation and notes are kept and made accessible to the Executive Board,
3. to ensure the work of their Action Committee is accomplished, and 
4. to adhere to the established best practices document and update it yearly.

5. Established Action Committees

Each of the RDAP Association Action Committees should follow the best practices developed for their specific committee. The best practices document should be a “living” document such that when practices require updating they can easily be altered with the approval of the Executive Board. At minimum, these documents should be updated yearly. Each Action Committee is also responsible for maintaining records according to the established procedures, compiling their committee’s accomplishments for presentation to the membership at the Annual RDAP Summit, and contributing to the end of year report for Executive Board review and presentation to the membership at the end of the fiscal year. Established Action Committees are described below:

Conference Planning

The Conference Planning Action Committee is responsible for all activities surrounding the programming of the Annual RDAP Summit, including collaborating with the Education and Resources Action Committee to select workshops (if applicable). This Committee will collaborate with the Treasurer and the Sponsorship Action Committee to ensure there is a budget. They will work with the Marketing Action Committee to ensure appropriate communication about the Summit.

Diversity, Equity, Inclusion and Anti-Racism (DEIA)

The DEIA Committee is responsible for supporting RDAP efforts to advocate for and actively support DEIA within our organization and within the fields of data management and curation. This committee will collaborate with the Executive Board and other Action Committees in their DEIA activities as appropriate.

Education and Resources

The Education and Resources Action Committee is responsible for all the educational efforts of the Association outside of the Annual RDAP Summit. This Committee also collaborates with the Conference Planning Action Committee to select workshops for the Annual RDAP Summit (if applicable). This Committee will collaborate with the Treasurer and the Sponsorship Action Committee to ensure there is a budget for their activities.

Marketing

The Marketing Action Committee is responsible for developing a marketing plan for the Association and, when needed, for each of its functions. This Committee is responsible for all social media, and will collaborate with all Action Committees and the Executive Board to promote Association functions, news and information.

Membership

The Membership Action Committee is responsible for all activities involving recruiting new members and maintaining records of membership. This Committee will collaborate with the Treasurer as needed and is also responsible for coordinating the member awards program, Summit scholarship program, Summit Buddies (mentorship) program, and the Summit “New Member/New to RDAP” event.

Publishing

The Publishing Action Committee is responsible for producing an online quarterly newsletter with the purpose of informing the membership and interested parties about the RDAP Association and topics of interest. This Committee is also responsible for curating the conference proceedings through the editorial offices of the Journal of eScience Librarianship (JeSLIB).

Sponsorship

The Sponsorship Action Committee is responsible for all activities surrounding the sponsorship needs of the Association. This Committee will collaborate with the Conference Planning Action Committee and the Treasurer to ensure a budget for the Annual RDAP Summit. They will collaborate with any other Action Committee and the Executive Board on funding needs for Association activities.

Website

The Website Action Committee is responsible for updating and organizing the website and association management system. Content may be provided by the Executive Board or another Action Committee but the Website Committee will implement the content.

This Committee considers usability of general website and member resources when making design decisions.

Section B. Task Forces

1. Call for Task Force Membership

Once a need is established by the Executive Board, a call to all members for volunteers to join the Task Force will be made. The list of volunteers will be reviewed by the Executive Board to finalize membership and help select Chairs or Co-chairs.

2. Terms of Service

Chairs and members of Task Forces shall serve a term established by the Executive Board to complete the charge of the Task Force.

3. Meeting Attendance

Task Force Chairs are expected to participate in the RDAP Association Leadership Team meetings, and strongly encouraged to participate in the Annual Membership Business Meeting during the Annual RDAP Summit each spring. If the Task Force has co-chairs, only one needs to attend Leadership Team meetings. If an absence at a meeting is unavoidable, the Chair will submit a report to the Secretary prior to the meeting and/or request a member of the Task Force to attend and participate in their place.

4. The duties of the Chair of the Task Force are:

1. to provide overall leadership and direction for their Task Force,
2. to lead and organize the meetings of their Task Force, ensuring that appropriate documentation and notes are kept and made accessible to the Executive Board,
3. to ensure the work of their Task Force is accomplished, and
4. to compile a report on the work of the Task Force once the charge has been met for submission to the Executive Board. The report should include the charge, a list of members, plan of action, outputs, issues and further recommendations, if appropriate.

Article VIII. Nominations and Elections

Section A. Responsibility for the Election of Officers

The President-elect is responsible for establishing a timeline, soliciting nominations, composing a slate of candidates, developing and distributing an electronic ballot to the membership, tallying the votes, informing the winners, and announcing the winners to the membership. Election results will be announced to the membership in May of each year.

Section B. Officers to be Elected

The offices of President-elect, Secretary, and Treasurer are elected from among the RDAP Association membership. Elected officers cannot hold concurrent positions on the Executive Board, Action Committees or Task Forces.

Section C. Agreements

The President-elect shall obtain written agreements to serve from all candidates. Candidates should indicate their willingness and ability to attend the Annual RDAP Summit.

Section D. Marketing

The President-elect will work with the Marketing Action Committee to promote the election.

Section E. Voting Results

Elections shall be decided by a simple majority vote by voting members. Any ties shall be broken by a vote of the incumbent Executive Board, recusing any Board members running for the position.

Section F. Special elections

Special elections to address additional needs of the Association may be authorized by a majority vote of all Executive Board members.

Article IX. Meetings

Section A. Annual Membership Business Meeting

The President shall conduct the Annual Membership Business Meeting during the Annual RDAP Summit. This meeting shall be open for attendance by all members. All members will be provided with the date and location information of the meeting when the agenda of the Summit is announced. The President will present progress made by the Executive Board, Action Committees and Task Forces during the Annual Membership Business Meeting. This information will be included in the Annual report.

Section B. Executive and Leadership Team Meetings

The Executive Board shall meet monthly in person or online to conduct the business of the RDAP Association. Meetings may be held in conjunction with any event convenient or appropriate for the Board members, and at a time and place designated by the President. Leadership Team meetings will be held monthly in person or online to update the Executive Board on the work of the Action Committees and Task Forces.

Section C. Action Committee and Task Force Meetings

Meetings of Action Committees and Task Forces shall be arranged as necessary by the corresponding Chairs.

Section D. Annual RDAP Summit

The Annual RDAP Summit provides a venue for reaching across disciplines, institutions, and organizations to learn about common solutions to issues surrounding research data management. Attendees of the Summit have multiple opportunities to expand professional networks and acquire practical knowledge and skills that can be applied to their own work and projects.

1. Location of the Annual RDAP Summit

The Executive Board may work with a Professional Events Coordinator hired to manage the Summit to determine the location of the Summit, when the Summit is to be conducted in person. The Board will provide the Coordinator with the region (e.g. southwest U.S., Caribbean, Canada, etc.) for the location and the Coordinator will then provide the Board with several options from which to choose. If circumstances arise, alternatives, such as a virtual Summit, may be held instead.

2. Timing of the Annual RDAP Summit

The Professional Events Coordinator will organize the Annual Summit to occur in early March of each year, if possible.

3. Announcement of Annual RDAP Summits

During the Annual Summit, the RDAP membership will be informed of the location and dates of the following Annual Summit, if possible.

4. Development of the Program for the Annual RDAP Summit

The Conference Planning Committee will follow the recommended practices developed for organizing the program for the Annual RDAP Summit. The program includes workshops, presentation sessions, evening activities, and anything the Professional Events Coordinator has not been contracted to provide.

Article X. Administration, Finance, and Ownership

Section A. Administration

The RDAP Association shall be self-administered as a 501 (c)(3) nonprofit organization in the State of Ohio. The RDAP Association shall be responsible for its fiscal management (e.g. accounting, disbursements, invoicing, financial reporting, and audits); procurement of necessary legal services (e.g. review of contracts, agreements, templates for partnerships and collaborative activities, and execution of cooperative agreements); logistics (e.g. meeting arrangements, communications including project reporting, notifications, shipping, and delivery of materials, etc.); rights acquisition and management; licensing/managing subscription access to materials; developing and managing best practices; and other management activities as appropriate and feasible.

Section B. Annual Report

The Annual Report includes financial information for the fiscal year and projections for the upcoming year; major accomplishments of the Executive Board and its members towards fulfilling the goals of the Association; major accomplishments of each Action Committee towards fulfilling the goals of the Association; accomplishments of the Association as a whole; and goals for the upcoming year.

The Secretary is responsible for overseeing the writing of the Annual Report and will

1. set a deadline for the submission of finalized reports from Executive Board members and Action Committee Chairs to be due prior to the end of the fiscal year, and
2. assemble and submit the final documents to the Executive Board for review, and final approval by the end of the fiscal year. The finalized Annual Report will then be distributed to the membership prior to the end of the fiscal year.

The President is responsible for delegating the writing of sections to members of the Executive Board and Chairs of Action Committees as appropriate. The final draft will be approved by the Executive Board prior to distribution to the membership.

Section C. Audits

The Treasurer is responsible for federal and state audits. The Treasurer will conduct an informal annual audit and periodically organize a formal audit according to federal and state requirements. Summary information from the informal annual audit will be included in the Annual Report.

Section D. Fiscal Year

The fiscal year of the RDAP Association begins on July 1 and ends on June 30 of the following year.

Section E. Management and Disbursement of Funds

Projects and activities shall be funded by monies raised by the RDAP Association, whether through membership fees, conference registration fees, grants, contributions, donations, or other means. The President, Executive Board, and Co-chairs of the Conference Planning Action Committee are responsible for fiscal decisions dealing with monies allocated to or raised by the RDAP Association. These officers shall consult with the membership on a regular basis concerning disbursement of funds. The Treasurer, President, and Secretary are responsible for managing the bank account and have spending authority.

Section F. Earnings of the RDAP Association

No part of the net earnings of the RDAP Association shall be distributed to the benefit of any member or officer of the Association nor any private individual (except that of reasonable compensation which may be paid for services rendered to or for the Association).

Section G. Membership Fees

Membership fees shall be used to support project initiatives, value-added services such as may become available, and/or activities that are funded through subscriptions, use fees, or mechanisms for cost-recovery. The membership fees are collected at the start of the fiscal year (July 1) and ensure membership until the end of the same fiscal year (June 30 of the next calendar year).

Section H. Ownership

Assets acquired by the RDAP Association shall be the property of the Association unless otherwise specified and agreed to in writing.

Section I. Dissolution

If at some future time it should be determined that the RDAP Association is no longer serving the purposes for which it was organized, dissolution may be accomplished by the adoption of a resolution that the Association be dissolved. This resolution, which shall be preceded by a preamble setting forth the reasons for the dissolution, requires for its adoption the same notice and vote as to amend these Bylaws. In the event of the dissolution or termination of the RDAP Association, the distribution of the assets and property of the Association shall be determined by the Executive Board in accordance with any federal and state tax laws which apply.

Article XI. Amendments to the Bylaws

Section A. Proposal of Amendments

Amendments may be proposed by the Executive Board, an Action Committee concerned with the Bylaws, or by petition of at least fifteen current members of the Association. Proposals originating in the Executive Board or in the Action Committees shall be approved by a majority vote of the Executive Board before submission to the membership. Proposals originating by petition shall be submitted in writing to the Executive Board and shall be presented to the membership expeditiously for a vote and with the recommendation of the Executive Board.

Section B. Voting

Voting on amendments to the Bylaws shall be conducted by electronic ballot. A proposed amendment is considered adopted if it receives a two-thirds affirmative vote from members who cast a ballot. The Secretary shall arrange to add the adopted amendment to the official copies of the Bylaws.

Article XII. Implementation

Section A. Implementation

These Bylaws shall come into force upon adoption by a two-thirds affirmative vote from members who cast a ballot.

Section B. Review of Bylaws

The Secretary will organize a review of the Bylaws every two years for potential updates.