Terms of Reference

Purpose and duties of the Board

The Board is responsible for delivering COUNTER Metric’s mission to bring the knowledge community together to agree and adopt the global standard for measuring and reporting content usage through normalised metrics, and in doing so is required to:

• Ensure that COUNTER meets the objects for which it was set up as described in the Memorandum and Articles of Association;
• Ensure that COUNTER meets its legal requirements;
• Agree the organisation’s strategy and financial plan;
• Monitor the organisation’s strategic and financial performance;
• Support, monitor and evaluate the Executive Director;
• Delegate powers and operational oversight to the Executive Committee;
• Approve appointments to the COUNTER Executive Committee, including its Chair;
• Annually report to the COUNTER membership through the Annual Report and Annual General Meeting;
• Convene an Annual General Meeting of the membership.

Composition of the Board

• The Board of Directors consists of up to seven Directors representing the breadth of the COUNTER community;
• The Board may seek suggestions for new Directors from the Executive Committee and the wider COUNTER membership;
• New Directors are nominated by the Board and appointed by the COUNTER membership at the Annual General Meeting;
• Directors will serve for a fixed term of three years. One further term of three years may be served upon re-appointment.

Chair of the Board

• The Chair is responsible for ensuring COUNTER adheres to its Memorandum and Articles of Association, and to these Terms of Reference;
• The Chair should help the Board to exercise its responsibilities and ensure the receipt of timely and sufficient information to enable the Board to perform its role;
• The Chair is responsible for ensuring Board meetings are conducted in an atmosphere conducive to constructive and open dialogue;
• The Chair will be elected from within the membership of the Board and will serve for a term of three years. One further term may be served upon re-appointment;
• The Chair will be required to work with and support the Executive Committee and Executive Director outside of formal meetings of the Board;
• The Board may elect a Deputy Chair to serve as the Chair in the Chair’s absence.

Meetings of the Board

• The Board will set an annual cycle of meetings of which the agenda will reflect and support COUNTER’s business processes;
• Meetings of the Board will usually be held online, unless previously agreed by a simple majority of the Committee;
• The Board agenda will be set by the Chair of the Board advised by the Executive Director;
• The Executive Director will prepare any supporting papers in consultation with the Chair and will circulate these at least three working days before a meeting of the Board;
• The Executive Director will retain digital copies of the Board papers for a minimum of seven years and ensure these are available to Directors on request.

Quorum

• The quorum for the transaction of the business of the Board is three, unless otherwise fixed by the Directors.
• If the numbers of votes for and against a certain proposal are equal, the Chair has a casting vote.

Communications

The Executive Director shall maintain an email list which facilitates easy communication by Board members.

Purpose and duties of the Executive Committee

The Executive Committee is responsible for overseeing operational activities which deliver on COUNTER Metrics’ mission to bring the knowledge community together to agree and adopt the global standard for measuring and reporting content usage through normalised metrics. It has particular responsibility for our strategic objective of ensuring COUNTER is operationally resilient and financially sustainable, and in doing so is required to:

• Monitor the organisation’s financial performance against budgets that have been approved by the Board of Directors;
• Recommend investments in resources that will benefit the COUNTER membership for Board consideration;
• Monitor and facilitate day-to-day operations and projects against the strategic plan;
• Monitor activities for compliance with GDPR and other relevant regulations;
• Oversee development of the COUNTER Code of Practice and its associated technologies and policies, with due reference to the breadth of publishing activity across different types of output and licensing models;
• Delegate technical development and maintenance of the Code to the Code Team;
• Ensure community engagement with COUNTER by facilitating the work of the Advisory Committee and of the Education Committee;
• Oversee Best Practice Working Groups on specific topics, as advised by other committees and the Executive Director.

Composition of the Executive Committee

• The Executive Committee consists of up to twelve members representing the breadth of the COUNTER community;
• New members are nominated by the COUNTER membership and appointed by the Board;
• Members will serve for a fixed term of three years. One further term of three years may be served upon re-appointment;
• The Chair of the Executive Committee may ask members of the Committee who are inactive to step down.
• The Co-Chairs of the Advisory Committee and the Chair of the Education Committee are de facto members of the Executive Committee;
• The Chair of the Board of Directors may elect to attend Executive Committee meetings at their discretion.

Chair of the Executive Committee

• The Chair should help the Committee to exercise its responsibilities and ensure the receipt of timely and sufficient information to enable the Committee to perform its role;
• The Chair is responsible for ensuring meetings are conducted in an atmosphere conducive to constructive and open dialogue;
• The Chair will be nominated from within the membership of the Committee for ratification by the Board
• The Chair will serve for a term of three years. One further term may be served upon re-appointment;
• The Chair will be required to work with and support the Board and Executive Director outside of formal meetings of the Committee;
• The Committee may elect a Deputy Chair to serve as the Chair in the Chair’s absence.

Meetings of the Executive Committee

• The Committee will set an annual cycle of meetings of which the agenda will reflect and support COUNTER’s business processes;
• Meetings of the Committee will usually be held online, unless previously agreed by a simple majority of the Committee;
• The Committee agenda will be set by the Chair advised by the Executive Director;
• The Executive Director will prepare any supporting papers in consultation with the Chair and will circulate these at least three working days before a meeting of the Committee;
• The Executive Director will retain digital copies of the Committee papers for a minimum of seven years and ensure these are available to Committee members on request.

Quorum

• The quorum for the transaction of the business of the Committee is one third of the members, unless otherwise specified by the Committee;
• If the numbers of votes for and against a certain proposal are equal, the Chair has a casting vote.

Communications

The Executive Director shall maintain an email list which facilitates easy communication by Committee members.

Purpose and duties of the Education Committee

The Education Committee helps COUNTER Metrics deliver engaging education to its members and non-members, as part of our strategic objective to foster and grow an engaged community to increase adoption and use of COUNTER metrics worldwide. The role of the Committee is:

• To regularly review our freely available educational materials, including the Friendly Guides and videos;
• To help construct the programme for the annual COUNTER Conference; 
• To advise on the development of new educational materials for members, for delivery as webinars or as part of the COUNTER Academy.

Composition of the Education Committee

• The Committee consists of five to ten members representing the breadth of the COUNTER community;
• New members are nominated by the COUNTER membership and appointed by the Executive Committee for a fixed term of three years. One further term of three years may be served upon re-appointment;
• The Chair of the Committee may ask members of the Committee who are inactive to step down.
• The Chair of the Executive Committee may elect to attend Education Committee meetings at their discretion.

Chair of the Education Committee

• The Chair should help the Committee to exercise its responsibilities and ensure the receipt of timely and sufficient information to enable the Committee to perform its role;
• The Chair is responsible for ensuring meetings are conducted in an atmosphere conducive to constructive and open dialogue;
• The Chair will be nominated from within the membership of the Committee for ratification by the Executive Committee;
• The Chair will serve for a term of three years. One further term may be served upon re-appointment;
• The Chair will be required to work with and support the Communications and Engagement Manager or Executive Director for delivery of education activities outside of formal meetings of the Committee.

Meetings of the Education Committee

• The Committee will set an annual cycle of meetings of which the agenda will reflect and support COUNTER’s educational activity;
• Meetings of the Committee will usually be held online, unless previously agreed by a simple majority of the Committee;
• The Committee agenda will be set by the Chair advised by the Communications and Engagement Manager or Executive Director;
• The Communications and Engagement Manager or Executive Director will prepare any supporting papers in consultation with the Chair and will circulate these at least three working days before a meeting of the Committee;
• The Executive Director will retain digital copies of the Committee papers for a minimum of seven years and ensure these are available to Committee members on request.

Quorum

• The quorum for the transaction of the business of the Committee is one third of the members, unless otherwise specified by the Committee;
• If the numbers of votes for and against a certain proposal are equal, the Chair has a casting vote.

Communications

The Communications and Engagement Manager or Executive Director shall maintain an email list which facilitates easy communication by Committee members.

Purpose and duties of the Advisory Committee

The Advisory Committee is a broad consultative group which helps COUNTER Metrics gain insight into the challenges and wishes of its membership, as part of our strategic objective to maintain, develop and extend the COUNTER Code of Practice as a foundation for normalised, community-defined usage metrics. The role of the Committee is two-fold:

• To generate and discuss suggestions for new features or changes to the COUNTER Code of Practice and its associated technologies and policies, for evaluation by the Code Team, with due reference to the breadth of publishing activity across different types of output and licensing models;
• To set up Best Practice Working Groups and generate guidance for report providers and report consumers on specific topics of interest to the membership, with the support of the Executive Director and/or the Communications and Engagement Manager.

Composition of the Advisory Committee

• The Advisory Committee consists of up to one representative per full member of COUNTER, representing the breadth of the COUNTER community;
• New members are nominated by the COUNTER membership and appointed by the Executive Committee for a fixed term of three years. One further term of three years may be served upon re-appointment;
• The Committee will have at least two sub-groups, for report providers and report consumers, with other sub-groups set up at the discretion of the Co-Chairs in consultation with the Executive Committee;
• The Co-Chairs of the Advisory Committee may ask members of the Committee who are inactive to step down.
• The Chairs of other COUNTER committees may elect to attend Advisory Committee meetings at their discretion.

Co-Chairs of the Advisory Committee

• Up to three Co-Chairs should help the Committee to exercise its responsibilities and ensure the receipt of timely and sufficient information to enable the Committee to perform its role;
• The Co-Chairs are responsible for ensuring meetings are conducted in an atmosphere conducive to constructive and open dialogue;
• The Co-Chairs will be nominated from within the membership of the Committee for ratification by the Executive Committee;
• The Co-Chairs will serve for a term of three years. One further term may be served upon re-appointment;
• The Co-Chairs will be required to work with and support the Executive Director outside of formal meetings of the Committee.

Meetings of the Advisory Committee

• The Committee will meet in full twice per year;
• Each sub-group will have one independent meeting per year;
• Meetings of the Committee will usually be held online, unless previously agreed by a simple majority of the Committee;
• The Committee agenda will be set by the Co-Chairs advised by the Executive Director;
• The Executive Director will prepare any supporting papers in consultation with the Co-Chairs and will circulate these at least three working days before a meeting of the Committee;
• The Executive Director will retain digital copies of the Committee papers for a minimum of seven years and ensure these are available to Committee members on request.

Quorum

• The quorum for the transaction of the business of the Committee is one third of the members, unless otherwise specified by the Committee;
• If the numbers of votes for and against a certain proposal are equal, the Co-Chairs have a casting vote.

Communications

The Executive Director shall maintain an email list which facilitates easy communication by Committee members.

Purpose and duties of the Code Team

The Code Team is a small technical group focused on maintaining and developing the COUNTER Code of Practice and associated tools and technologies as part of our strategic objective to maintain, develop and extend the COUNTER Code of Practice as a foundation for normalised, community-defined usage metrics. The Team is responsible for:

• Implementing bug fixes, new features and breaking changes within the Code and the COUNTER API in line with COUNTER’s continuous maintenance processes;
• Assisting in the development and maintenance of supportive technologies such as the Validation Tool;
• Responding to technical questions that are beyond the knowledge of the Executive Director;
• Evaluating the technical feasibility of suggestions for Code development put forward by the Advisory Group and Best Practice Working Groups.

Composition of the Code Team

• The Team consists of between three and six technical experts who have implemented COUNTER as report providers, report consumers, or harvesting tool developers, plus the Executive Director; 
• The Code Team has no fixed Chair; where meetings are required, the Chair will rotate between members;
• Members serve at their discretion;
• New members of the Team are appointed by existing Team members to ensure the level of technical expertise is maintained;
• The Executive Director may ask members of the Team who are inactive to step down.

Working methods and communication

The Team is active on COUNTER’s GitHub repository, collaborating on questions and issues within the repository as needed. The Executive Director shall also maintain an email list which facilitates easy communication by Team members outwith GitHub, and schedule meetings where the Team deems it necessary. While meetings are on no fixed schedule, the Executive Director will be in touch with Team members at least monthly.

Members are invited to attend meetings of the Advisory Committee and Best Practice Groups if they choose to do so. The Executive Director will provide comprehensive notes from all such meetings to the Code Team with indications of matters requiring their attention. A member of the Team may also be delegated to attend Executive Committee meetings where the Team feels it necessary to do so.

Purpose and duties of the Best Practice Working Groups

The Working Groups are small project teams which help COUNTER Metrics develop solutions for specific challenges, such as syndicated usage reporting. The role of the Working Groups is to develop draft best practice guidance on a specific topic, and to revise that draft guidance following review by the full membership, ready for ratification by the Executive Committee. The Working Groups help deliver on our strategic objective to maintain, develop and extend the COUNTER Code of Practice as a foundation for normalised, community-defined usage metrics.

Any member of any committee may propose a Working Group. Groups will be established if there is sufficient interest among the COUNTER community to make up a viable group, and if the Executive Committee ratifies creation of the group.

Composition of the Best Practice Working Groups

• Working Groups consist of between five and ten individuals drawn from the COUNTER membership, with a specific interest in the topic at hand and representing the breadth of the COUNTER community;
• Members serve for the duration of the project, usually six to nine months.

Chairs of the Best Practice Working Groups

• Each Working Group will have one or two Chairs to help the Working Group deliver its draft guidance;
• The Chair is responsible for ensuring meetings are conducted in an atmosphere conducive to constructive and open dialogue;
• The Chair will be nominated from within the membership of the Working Group;
• The Chair will serve for the duration of the project;
• The Chair will ensure the Advisory Committee and the Executive Committee are kept abreast of progress.

Working methods and communication

• The Executive Director shall maintain an email list which facilitates easy communication by Committee members;
• The Working Group will agree a meeting schedule that will permit them to develop draft best practice guidance within a reasonable time frame;
• Meetings of the Working Group will usually be held online;
• The Working Group agenda will be set by the Chair advised by the Executive Director;
• The Executive Director will prepare any supporting papers in consultation with the Chair and will circulate these at least three working days before a meeting;
• The Executive Director will retain digital copies of the Working Group papers for a minimum of three years and ensure these are available to Working Group members on request.