LabSTOR Collaborative Virtual Computing Laboratory Pilot Project 

Governance Outline
April 19, 2010

Project Goals 
The LabSTOR Collaborative Virtual Computing Laboratory (hereafter "LabSTOR") seeks to provide high-quality, cost-effective virtual computing services to liberal arts colleges by creating a shared, private cloud focused on virtual computing services for teaching and learning, and by leveraging the consortium to negotiate competitively prices software contracts. We seek to develop LabSTOR into an independent non-profit organization governed by its members. Governance of LabSTOR seeks not to establish boundaries, but to encourage active community involvement in developing this resource.

Requirements for Membership  
Membership in LabSTOR is open to the non-profit, higher education community, and each member consents to this governance document. To become a LabSTOR member, an eligible institution must complete a contract for services with the Managing Agent identified by the LabSTOR Steering Committee. The contract for services with the Managing Agent outlines the available services, the service costs, Member obligations, and the membership term.

Governance and Operation  
The LabSTOR pilot project is governed by an interim Steering Committee comprised of five members: Mike Roy, CIO of Middlebury College; Pam McQuesten, CIO of Occidental College; Joseph Vaughan, CIO of Harvey Mudd College; Rick Holmgren, CIO of Allegheny College; and a designee from the Managing Agent who serves in an ex-officio capacity. All five members may vote in meetings of the Steering Committee and decisions will be made by majority vote. The Steering Committee will elect a chair and vice-chair from among its members by majority vote. No later than July 1, 2013, the Managing Agent under the direction of the Steering Committee will have developed an organizational and governance proposal and bylaws for LabSTOR as an independent, nonprofit organization governed by a Board of Directors with term limits and committed to providing cost-effective virtual computing services to liberal arts colleges. The proposal will be presented to the membership for adoption by majority vote. It is expected that the non-profit’s Board of Directors will supersede the Interim Steering Committee, which will be disbanded upon creation of the independent non-profit organization.

Purpose of Steering Committee
The Steering committee provides leadership for the overall LabSTOR project and oversight of the business and affairs of the LabSTOR project consistent with the project's goals. This includes management of the corporate assets (including funds, intellectual property, trademarks, support equipment) and allocation of project resources. The Steering Committee assists with outreach and advocacy for the LabSTOR project and serves as the final arbiter of decisions regarding the project.

Steering Committee Functions
The Steering Committee has the following functions and such other functions as it deems consistent with the project's aims:
  1. To promote a vision for the LabSTOR project, consistent with the project’s goals
  2. To appoint a Managing Agent responsible for day-to-day operations of the project
  3. To report promptly to membership on important actions taken by the Steering Committee, and to make all agendas and minutes (except for executive session minutes) available to all members of the larger community in a timely fashion.
  4. To approve the employment of necessary staff, purchase of supplies and equipment, and publication of such materials as necessary.
  5. To approve a pricing structure for LabSTOR products.
  6. To approve a budget for LabSTOR.
  7. To approve the appointment of other committees or subcommittees formed by the Steering Committee
  8. To serve as ambassadors and spokespeople for the project
  9. To make interim appointments to vacancies on the Steering Committee
Executive Session of the Steering Committee
Members of the Steering Committee not employed by the Managing Agent may convene an executive session of the Steering Committee by assembling a quorum of those members not employed by the Managing Agent. Executive sessions are closed to all employees of the Managing Agent. Decisions made in executive session of the Steerring Committee are equivalent in weight to those made by the Steering Committee. All decisions related to the appointment of a Managing Agent must be made in executive session.

Steering Committee Member Term
The Interim Steering Committee consists of five members.  Interim Steering Committee Members shall serve terms ending on July 1, 2013, or whenever a permanent governance system has been established by project members, whichever is later Steering Committee Members may serve on the Board of the independent non-profit created to manage LabSTOR, subject to any terms in that new entity's bylaws.

Steering Committee Meetings
The Steering Committee will meet at least twice a year at such times and places as designated by the Chair. The Chair or any three members of the Steering Committee may call a meeting of the Steering Committee. At least one of the Steering Committee meetings each year must be open to all members of the LabSTOR community. At the open meeting, the Steering Committee will present a status of the project, including financial status and vision for the coming year. There will also be an open floor for community members so the Steering Committee can hear the concerns of the membership and take questions.

Steering Committee Quorum
A majority of the entire membership of the Steering Committee constitutes a quorum for the transaction of any business. In the absence of a quorum, a majority of those members present may adjourn the meeting. The affirmative vote of a majority of the members present at a Steering Committee meeting at which a quorum is present is necessary and sufficient to the making of decisions by the Steering Committee.

Notice of Meetings 
At least five days' notice shall be given to each member of a regular meeting of the Steering Committee. Notice of a meeting of the Steering Committee shall specify the date, time, and place of the meeting, but need not specify the purpose for the meeting or the business to be conducted.

Electronic meetings of the Steering Committee 
The Steering Committee may meet by means of a conference telephone call or other communications through which all members participating in the meeting can communicate to and from each other at the same time. Participation by such means shall constitute presence in person at the meeting. This includes online communication methods other than telephone at the board’s discretion.

Unanimous Consent, in lieu of Meeting
Any action required or permitted to be taken at a meeting of the Steering Committee may be taken without a meeting, provided all members consent in writing or electronically and set forth in the same message the action or decision taken or made. Consent in such fashion shall have the same force and effect as a meeting vote, and may be described as such in any document executed by or on behalf of the corporation.

Steering Committee Compensation 
No member of the Steering Committee other than employees of the Managing Agent shall receive compensation for their services. However, members may be reimbursed for reasonable expenses incurred while acting on behalf of the corporation provided such expenditures have been approved by resolution of the Steering Committee.