ADHO Foundation Recommendation
¶ 2 Leave a comment on paragraph 2 0 This document was prepared by the ADHO Implementation Committee (IC) for the ADHO Steering Committee following the guidance of the ADHO Governance Proposals and other documents. It is a recommendation for how the ADHO Executive should be structured and the ADHO Foundation document changed.
¶ 3 Leave a comment on paragraph 3 0 This document is a step towards replacing parts of the Governance Protocol with Bylaws and/or Protocols. The idea is that the Steering Committee will review and choose/adapt the recommendations and scenarios below (or send the IC back for more scenarios) at which point the IC will work with the ADHO Secretaries to prepare the appropriate documents like bylaws and protocols for the SC and final approval.
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- The Mission of ADHO is to provide support for shared activities in the Digital Humanities on behalf of the Constituent Organizations (COs). ADHO’s governance structure should support coordination between the COs. It should not replace or replicate the governance of individual COs.
- The members of ADHO are therefore the COs and it is the COs that ADHO serves. ADHO does not serve the members of the COs directly except through the participation of the COs in ADHO’s governance.
- ADHO governance has to be adapted so it can scale as new and different COs join. Upon being recognized as a new CO within ADHO, the CO should have an equal responsibility in all governance activities.
- This document is based on the ADHO Governance proposal approved by ADHO’s Steering Committee July 10, 2016. In the text the term ‘ADHO Governance proposal’ is used and it refers to the document found at http://adho.org/administration/steering/adho-governance-proposals.
- The purpose of the present document is to discuss and suggest alternatives where the ADHO Governance proposal is unclear, underspecified or where the proposed structures may cause problems.
- The discussion in this document assumes the creation of an Executive Board (Exec) to take responsibility for operational matters and that the Constituent Organisation Board (COB) takes responsibility for strategy and policy matters.
- ”Stichting ADHO” is the legal name of the current “incarnation” of ADHO as a not-for-profit foundation registered in Holland. The “joint venture Alliance of Digital Humanities Organizations” is not a separate legal body. 
I. ADHO as a Dutch legal entity – Stichting ADHO
¶ 7 Leave a comment on paragraph 7 0 As mentioned in the preamble ADHO is a Dutch legal entity ”Stichting ADHO Foundation”. “Stichting” is the Dutch term for a not-for-profit foundation. The governance structure is described in the Foundation document, Article 3 as:
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The board is formed by three officers of the joint venture Alliance of Digital Humanities Organizations (hereinafter also “ADHO”), which include the chairman and treasurer of ADHO and in addition at least one representative elected by the ADHO steering committee. The foundation’s board consists of a number of at least three and no more than five members, which number is to be determined by the board itself. The board itself has the right to appoint more members, with due observance of the above maximum number.
¶ 9 Leave a comment on paragraph 9 0 Should one or more members of the board be absent for whatever reason, the remaining board members or the only remaining board member nevertheless constitute or constitutes a legally valid board.
¶ 10 Leave a comment on paragraph 10 0 The members of the board do not receive any remuneration for their work. They are however entitled to reimbursement of the costs they incur in exercising their duties.
¶ 11 Leave a comment on paragraph 11 1 The Board of the Foundation and the current Steering Committee (SC) of ADHO are informally linked through an arrangement where the Chair of the Board is the Chair of the SC, the Treasurer is the same as is the Secretary. The meeting and minutes of the annual SC meeting serve as the Board meeting and minutes, though the Board has occasionally met virtually on urgent matters.  It is clear that the structure of ADHO has to be aligned with that of the legal entity.
Recommendation: Amend the Foundation Document to align with the Executive Scenarios
¶ 12 Leave a comment on paragraph 12 0 To align the legal Board with the proposed scenarios above for the ADHO Executive we recommend that the Foundation document be amended. In particular we recommend that the Foundation document be changed to explicitly:
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- Describe the Joint Venture ADHO and possibly the Foundation as one single membership organization.
- Name the COB as the body that selects and removes the Executive Officers, who are also the Board of the Foundation.
- Make it clear that the COB, as the representative body, can make changes to the Foundation documents/constitution within the confines of Dutch law.
- Name the Executive Officers as decided in the Executive Board Scenarios document, Eg. for Scenario 1 they would be listed as a) The President, b) Vice-President, c) Secretary, and d) Treasurer. Note that the role of Chair of the Board would be replaced by the President. The President would be the Chair of the Board. In the event that Scenario 2 is chosen then that arrangement of Officers would be what was used to amend the Foundation document.
- Describe the terms of the Officers.
- Ensure that it is possible for the Executive Board to meet virtually.
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- The combination of the Executive Board scenarios above and the Foundation recommendation should align ADHO with its legal documentation.
- The Foundation document should be an integrated part of the ADHO Constitution. The Constitution of the EADH AO, Digital Humanities in the Nordic Countries, can serve as a template. 
- Someone with an understanding of Dutch law should review this Recommendation to make sure it is acceptable and can be implemented.