Bylaws of the Insight Software Consortium
March 1, 2004
Terms
Consortium- The Insight Software Consortium (ISC)
ITK - The software system known as the Insight Toolkit, formerly known as Insight Segmentation and Registration Toolkit, originally developed under contract from the US National Library of Medicine, and further extended by its community of users and developers. ITK consists of source code, data, tests, examples and documentation.
Open-Source Software – Software that is freely available in source code form. The source code may be accessed, modified, and distributed by any person or organization, commercial or non-commercial.
Open Science – The practice of making available all material, software, data, and publications used in scientific research, design, and engineering with the intention of supporting the reuse and reproducibility of research, and to insure that the results of scientific research can be used for educational and commercial purposes.
PIs - (Principal Investigators) These are the six individuals who managed the development of ITK and were present at the completion of the project in September 2003: Stephen Aylward, Bill Lorensen, Dimitris Metaxas, Lydia Ng, Will Schroeder, and Ross Whitaker.
Board of Directors - Board of Directors of the Consortium.
Purpose
The purpose of this Consortium is to educate, promote, and support open-source, medical image analysis software, data, and publications. This includes guiding the development of software tools such as ITK; promoting the use of such software in teaching, research, and commercial endeavors; and to maintain web pages and other resources as necessary to insure a vital community of users and developers of the software, data and publications. Further, the Consortium may acquire, hold and license intellectual property (IP) in the form of patents, copyright, trademarks, web addresses and/or other recognized forms of IP in order to provide the services described above.
Article I
OFFICES
Section 1.1: Location
The principal office of the Consortium shall be located at such place as the Board of Directors shall from time to time designate. As a NumFOCUS fiscally sponsored project, the Consortium may refer to the NumFOCUS office in Austin, TX 78709, USA.
Section 1.2 Other Offices.
The Consortium may maintain additional offices at such other places as the board of Directors may designate.
Section 1.3 Federal Tax Exempt Status.
The Consortium is organized and operated exclusively for the purpose of furthering ITK. Notwithstanding any other provisions of these Bylaws, the Consortium shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further the purposes of this Consortium and shall not carry on any other activities not permitted to be carried on by a Consortium exempt from United States federal income tax under United States Internal Revenue Code.
No part of the net earnings of the Consortium shall inure to the benefit of, or be distributable to, its Members, Directors, Officers, Employees, Agents, or other private persons, except that the Consortium shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Consortium.
Article II
MEMBERS
The Consortium shall have members whose participation shall be determined by the Board of Directors. Membership shall be granted to those entities designated as Founding Member, Educational Member, Corporate Member, or Technical Member. Founding members are those individuals who actively participated in the creation of the ITK software and in the formation of the ISC. The names of the Founding Members are to be listed in perpetuity by the By-Laws of the ISC. Educational Members are represented by a designated individual from a specified college, university, or other institution of teaching and research. Corporate Members are represented by a designated individual from a specified for-profit or not-for-profit corporate entity or government agency. Technical Members are designated individuals with recognized skills or stature. Membership fees may be set at the discretion of the Board of Directors as appropriate to the Membership level.
The Founding/Charter members of the Consortium consist of the six PIs and Terry Yoo, George Stetten, James Gee, Celina Imelinska, Luis Ibanez, James Miller, and Joshua Cates.
The primary role of Educational Members is to propose, advocate, and guide the Board in decisions regarding the application of ITK in research and teaching.
The primary role of Corporate Members is to propose, advocate, and guide the Board in decisions regarding the use of ITK for commercial purposes.
The primary role of Technical Members is to propose, advocate, and guide the Board in decisions regarding technical issues – either software, process, algorithmic, or data related.
Article III
BOARD OF DIRECTORS
The original Board of Directors consists of the six PI's, Jim Miller, Johua Cates, and Luis Ibanez.
Section 3.1 Power of Board.
The affairs of the Consortium shall be managed by the Board of Directors. Decisions will be made by majority vote of the Board.
Section 3.2 Number of Directors.
The number of Directors of the Consortium shall consist of no less than four individuals but no more than fourteen as designated by the Board.
Section 3.3 Term of Directors.
A Director shall serve on the Board for a two-year period at which point the Board may grant an additional term. Directors may serve multiple terms without limit.
Section 3.4. Annual Meeting.
One meeting each year of the Board of Directors shall be designated as the Annual Meeting. Notice of this meeting will be given to all Members of the Consortium. The notice shall include the time, date, and location of the meeting. This notice shall be mailed at least 15 days before the time set for the Annual Meeting. (Other meetings of the Board shall be determined by the Board as a whole or on written request by at least three Board members. Such requests shall be directed to the President of the Consortium.) All meetings of the Board of Directors shall be deemed open to all membership categories, but only members of the Board shall be allowed to vote. Roberts Rules of Order shall be used in the conduct of all meetings.
Section 3.5. Quorum for a Meeting.
A quorum shall consist of a majority of the members of the Board of Directors.
In the absence of a quorum at any meeting of the Board of Directors, a majority of the Directors present may adjourn the meeting. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of enough Directors to leave less than a quorum, if any action taken is approved by at least a majority of the required quorum for such meeting.
Section 3.6. Notice.
Whenever notice is required to be given under any provision of these Bylaws, it may be given by written notice delivered personally or sent by mail, express delivery service, electronic facsimile transmission, or email to each Member at his or her address as shown by the records of the Consortium. If mailed or sent by express delivery service, such notice shall be deemed to be delivered three (3) days after being deposited in the United States mail or express delivery service in a sealed package so addressed, with delivery charges thereon prepaid. If notice is given by electronic means including facsimile or email, such notice shall be deemed to be delivered three (3) days after transmission to the facsimile number or email address on record at the Consortium.
Section 3.7. Waiver of Notice.
Any Member may waive notice of any meeting, either before or after the time notice would have been required. A Director's attendance at any meeting shall constitute waiver of notice of such meeting, excepting such attendance at a meeting by the Director for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened. Except as specifically required by the Articles, or special or by the Bylaws, neither the business to be transacted at, nor the purpose of any regular meeting of the Board of Directors need be specified in the notice, or waiver of notice, of such meeting.
Section 3.8. Informal Action by Directors: Meetings by Conference Telephone.
Any action required or permitted to be taken by the Board may be taken without a meeting – with consent in writing setting forth the action to be taken and signed by the majority of Directors authorizing the action. Such consent shall have the same force and effect as a majority vote. The signed documents setting forth such consent by all directors shall be filed with the minutes of the Proceedings of the Board. Any or all Directors may participate in a meeting of the Board or a committee of the Board by means of a conference telephone or video conference system, or by any means of communications by which all persons participating are able to see and/or hear one another, and such participation shall constitute presence in person at the meeting.
Section 3.9. Compensation of the Directors.
The Consortium shall not pay any compensation to Directors for services rendered to the Consortium, except that directors may be reimbursed for expenses incurred in the performance of their duties to the Consortium. A person serving as a Director may be compensated for services provided to the Consortium in other capacity.
Article IV
OFFICERS, AGENTS AND EMPLOYEES
Section 4.1. Officers.
The Officers of the Consortium shall be a President, a Vice President, a Secretary and a Treasurer and such other Officers and assistant Officers as may be determined by the Board. Any two or more offices may be held by the same person except that the offices of President and Secretary shall be held by different people. Officers may be members of the Board of Directors. In addition, the Board will identify a Chief Technology Officer with responsibility to advise the Board on matters of technology and its relationship to the purpose of the Consortium.
Section 4.2. Election and Term of Office.
The Officers shall be elected at each annual meeting of the Board. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each person so elected shall hold office for the term for which he or she is elected, not to exceed four years, and until a successor has been elected and qualified. The election or appointment of an Officer shall not of itself create contract rights.
Section 4.3. Resignation.
Any Officer may resign at any time by giving written notice to the Board. Any such resignation shall take effect at the time of receipt.
Section 4.4. Removal.
Any Officer may be removed by the Board of Directors in a majority vote whenever in its judgment the best interest of the Consortium will be served thereby; provided, however, that removal of an Officer shall be without prejudice to his contract rights, if any.
Section 4.5. Vacancies.
A vacancy in any office may be filled for the unexpired portion of the term by a plurality vote of the Board at any meeting. Each member of the Board will cast one vote per vacancy. In case of tie, the President will have a casting vote.
Section 4.6. Powers and Duties of Officers.
Subject to the control of the Board of Directors, all Officers as between themselves and the Consortium shall have such authority and perform such duties in the management of the property and affairs of the Consortium as may be provided in these Bylaws or by resolution of the Board not inconsistent with these Bylaws and, to the extent not so provided, as generally pertain to their respective offices.
A. President. The President shall be the Chief Executive Officer of the Consortium. The President shall preside at all meeting of the Board of Directors and, subject to the supervision of the Board of Directors, shall perform all duties customary to that office and shall supervise and control all of the affairs of the Consortium in accordance with such policies and directive as may be established by the Board of Directors. The President may delegate authority and responsibility but shall remain fully accountable to the Board.
B. Vice President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such duties and have such other powers as the Board of Directors may from time to time prescribe by standing or special resolution, or as the President may from time to time provide, subject to the supervision of the Board of Directors.
C. Secretary. The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Board of Directors, shall see to it that all notices required by the Bylaws or by law are given, and, in general shall perform all duties customary to the office of Secretary. The Secretary shall maintain the list of Members and their addresses.
D. Treasurer. The Treasurer shall have the custody of, and be responsible for, all funds of the Consortium. Whenever required by the Board of Directors, the Treasurer shall render a statement of accounts. He shall at all reasonable times exhibit the books and account to any Director of the Consortium.
Section 4.7. Compensation of the Officers.
The Consortium shall not pay any compensation to the Officers for services rendered to the Consortium, except that Officers may be reimbursed for expenses incurred in the performance of their duties to the Consortium. A person serving as an Officer may be compensated for services provided to the Consortium in any other capacity.
Article V
FINANCIAL CONCERNS
Section 5.1. Fiscal Year (July 1 - June 30)
The fiscal year of the Consortium shall be the period beginning July 1 and ending in the following year on June 30 unless otherwise determined by the Board of Directors.
Section 5.2. Contract and Other Documents.
The Board may, except as otherwise required by law, or these Bylaws, authorize any Officer or Agent of the Consortium to enter into any contract or execute and deliver any instrument or document on behalf of the Consortium. Such authority may be general or confined to specific instances. The Board may delegate this power to the President on such terms as it prescribes.
Section 5.3. Checks.
All checks shall be signed by such Officer or Agent of the Consortium and in such a manner as shall be from time to time determined by the Board. The Board may delegate this power to the President, on such terms as it prescribes. In the absence of such determination, such instruments shall be signed by the Treasurer.
Section 5.4. Deposits.
All funds of the Consortium shall be deposited from time to time to the credit of the Consortium in such banks, trust companies, or other depositories as the Board of Directors may select, although the Board of Directors may delegate such authority to a contracted administrative entity subject to annual public audit.
Section 5.5. Books and Records.
The Consortium shall keep at the address of the Secretary or any other place determined by the Board of Directors, (1) correct and complete books and records of account, and (2) minutes of the proceedings of the Board of Directors and any committee having any authority of the Board.
Section 5.6. Material and Financial Assets.
The disposition of assets acquired by the Consortium will be determined by a majority vote of the Board of Directors in accordance with the goals and mission of the organization. Assets of the Consortium may include moneys obtained from membership dues or other financial contributions; property or other tangible assets given to the Consortium as an in-kind contribution; and any other item or service offered to the Consortium as a donation or as an in-kind membership arrangement. In the event of the dissolution of the Consortium, the disposal of the assets controlled by the Consortium at the time of such dissolution shall be determined by a majority vote of the Board of Directors, and such distribution shall be made in accordance with all applicable provisions of the United States Internal Revenue Code.
Section 5.7. Gifts.
The Board of Directors may accept on behalf of the Consortium any contribution, gift, bequest, or devise for the charitable or public purposes of this Consortium.
Article VI
INDEMNIFICATION AND INSURANCE
Section 6.1. Indemnification of the Directors, Officers, Agents, and Employees
No Director, Officer, Agent, or Employee of this Consortium is, as such, individually liable for the debts, liabilities, or obligations of the Consortium.
The Consortium will defend, indemnify, and hold harmless its Directors, Officers, Agents, and Employees against all claims, demands, suits, losses, costs, damages, and expenses (including attorney's fees and amounts paid or payable pursuant to any settlement out of court) that the Consortium, its Directors, Officers, Employees, or Agents may sustain or incur by reason of any unlawful matter, harm, claim, demand, or suit resulting from the Insight Toolkit, or any infringement or violation by the Toolkit of any copyright or proprietary right; and until such claim, demand, or suit has been settled or withdrawn (including attorney's fees and amounts paid or payable to any settlement out of court).
Section 6.2. Liability Insurance
The Board is authorized to direct the purchase Liability Insurance to cover the Directors, Officers, Agents, and Employees of the Consortium regarding potential claims, demands, suits, losses, costs, damages, and expenses that the Consortium, its Directors, Officers, Employees, or Agents may sustain or incur by reason of any unlawful matter, harm, claim, demand, or suit resulting from the Insight Toolkit, or any infringement or violation by the Toolkit of any copyright or proprietary right; and until such claim, demand, or suit has been settled or withdrawn (including attorney's fees and amounts paid or payable to any settlement out of court).
Article VII
INTELLECTUAL PROPERTY
In all matters of intellectual property rights and procedures, the intention is to benefit the public at large and provide freely available, open-source software, data and documentation, while respecting the legitimate rights of others.
7.1. Confidentiality Obligations.
No contribution that is subject to any requirement of confidentiality or any restriction on its dissemination may be considered in any part of the software, data and/or publications supported by the Consortium, and there must be no assumption of any confidentiality obligation with respect to any such contribution. No submission should be made on the basis of an assumed confidentiality obligation or restriction on dissolution.
7.2. Copyright
The Consortium takes no position regarding the validity or scope of any intellectual property or other rights that might be claimed to pertain to the implementation or use of ITK or other software, data, or publications to the extent to which any license under such rights might or might not be available; neither does it represent that it has made any effort to identify any such rights.
The Consortium encourages all interested parties to bring to its attention, at the earliest possible time, the existence of any intellectual property rights pertaining to ITK. The Consortium invites any interested party to bring to its attention any copyrights, patents or patent applications, or other proprietary rights that may cover technology that may be in ITK.
The copyright applied to software, data, and or publications is shown in full in the following:
Copyright NumFOCUS
Licensed under the Apache License, Version 2.0 (the "License");
you may not use this file except in compliance with the License.
You may obtain a copy of the License athttp://www.apache.org/licenses/LICENSE-2.0.txt
Unless required by applicable law or agreed to in writing, software
distributed under the License is distributed on an "AS IS" BASIS,
WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.
See the License for the specific language governing permissions and
limitations under the License.
See also the ITK web site: http://www.itk.org for more information.
Article VIII
AMENDMENT OF BYLAWS
The Bylaws of the Consortium may be adopted, amended, or repealed by the Board of Directors by majority vote. We certify that the forgoing Bylaws of the Insight Software Consortium were approved and adopted for the organization by its Founding/Charter member by unanimous consent on March 1, 2004 and that they are currently in effect.