Guidelines for TUG board members and officers

Background

In the past, it has been assumed that new board members will be able to adjust to the culture with little prompting. This is usually the case, but some unfortunate slipups have occurred, with unnecessary confusion resulting. These notes are an attempt to alleviate that confusion.

Some of the points mentioned here are taken from the TUG Bylaws, but stated more informally. (Please do read the Bylaws, and ask questions if there is anything that you don't understand.) Other points are customs that have developed through the years. The culture of the TUG board is informal, and the goal is to support TeX and the community that depends on it. Since TeX does not have a well-funded and durable sponsor, it is the role of this organization to provide guidance and stability to ensure that TeX will continue to be available for all who depend on it.

Duties

All board members

• The standard length of a director's term is four years. If a candidate can foresee not being able to serve for this length of time, it is desirable to announce, at the time of election, that they are running for (say) a two-year stay on the board, so voters can be informed.
• If it becomes necessary for a board member to step down before the term is up, email to the board list suffices for resignation.
• Bring forward ideas and, when appropriate, motions.
• Second, discuss, and vote on motions.
• Review reports, provide feedback.
• Consider volunteering to work on a TUG committee or technical working group.
• Remember—we're all in this together to represent and support the TeX community.

President

• The President is the only TUG officer elected by the full membership.
• Assumes office at the beginning of the annual general meeting (AGM) following election, and should be prepared to conduct that AGM.
• Conducts the AGM when present; if not present, another officer or board member is in charge.
• Is a member of the Executive Committee.
• Is empowered by the Bylaws to make appointments to fill vacant seats on the board.
• Writes regular communications to members:
  • an item for regular issues of TUGboat;
  • brief monthly email newsletter for members.
  These communications are expected, but can and have been delegated to others from time to time, upon mutual agreement.
• Is the principal point of contact with other TeX-related organizations around the world, and may be a contact point for anyone from outside the board, TUG member or not, regarding TeX-related matters.

Other officers

• Three other officers are selected by the board from the membership of the board: Vice President, Secretary, Treasurer.

Executive Committee

• Officers other than the President are not automatically members of the Executive Committee (unlike some other organizations).
• The Bylaws specify at least three board members in addition to the President.
• Although not mandated, in recent practice the three officers other than the president have served on this committee, along with other board member(s) asked by acclamation to be on the Executive Committee.
• The Committee serves as a small group to discuss ideas and formulate preliminary proposals. It sets its own agenda.

Vice President

• Assumes the responsibilities of President in the President's absence.

Secretary

• Prepares minutes of formal meetings.
• Records motions.
• If voting is by email, as is nearly universal now, announces voting schedule and sends reminders.
• Records votes and announces decisions.
• Maintains the official records of minutes and votes.

Treasurer

• Working with the TUG office administrator, prepares the annual budget for board approval.
• Working with the TUG office administrator, prepares monthly financial reports for the board.
• At the end of the fiscal year, prepares annual report for publication in TUGboat.

TUG office

• The TUG office, in the person of the office administrator, carries out the business functions of the organization (memberships, etc.) and maintains the associated records.
• In general, is the only one who directly handles money, either incoming or outgoing.
• Although not officially a member of the board, the office administrator receives the board email correspondence and may (is encouraged to) participate in discussions when circumstances warrant.

Ethical considerations

Board members should be free of any entanglements—legal, business, and personal—with other members of TUG and the TeX community that might either affect, or be construed to affect, their conduct in an official TUG capacity.

If any such involvement is known or suspected, the board member so involved has an obligation to advise the board, which will decide as a group whether the involvement poses a conflict of interest.

In no case should any board member use their status as a TUG official for the advancement of their personal interest. Mention of the TUG position in such places as a biography accompanying a talk or publication is usually not considered to be in conflict with this view.

Conflict of interest is a serious matter, and in the case of a non-profit organization, under U.S. law, the individual is expected to hold the interest of the organization of which the individual is an official above any personal interest.

This dedication to the organization was well expressed by Pierre MacKay in his “Statement of Principles” published in TUGboat 6:3 (1985) as his valedictory statement on leaving office. The published statement is online in the TUGboat archive at https://tug.org/TUGboat/tb06-3/tb13gendel.pdf.

The full text is quoted here to conclude these notes.

Statement of Principles

One of the important decisions taken at the August meeting was that it was time for the TeX Users Group to incorporate. Only by incorporation can we properly confirm our status as a non-profit organization and ensure legal stability and appropriate tax status. As part of the discussion concerning incorporation and tax status, the steering committee considered the necessity of making a general statement which would set down our perception of the purpose of the organizion and our relationship to it. We offer this text of our statement to the general membership of TUG as an informal statement of principles.

1. The primary aim of the TeX Users Group (TUG) is to promote the development and use of public-domain software relating to the TeX system.

2. In addition, TUG encourages commercial development relating to TeX and Metafont wherever such development contributes to TUG's primary aim.

3. Financial support for TUG's activities derives from membership dues, attendance fees from meetings, fees for courses of instruction, private and corporate grants and donations, and other sources as approved by the Steering Committee of TUG.

4. To avoid any real or apparent conflict of interest, all members of the TUG Steering Committee undertake that they shall make no use of their position on that committee for personal advancement and shall make no private use of information acquired by the Steering Committee unless and until such information has been published to the general membership of TUG.

5. No member of the TUG Finance Committee shall concurrently serve as a direct employee of TUG.

[Signed] Pierre MacKay