Membership Framework Fundamental Principles of Membership We have established several fundamental principles of Membership for Open Health Tools (OHT) these include: All Members are equal. Keep the barriers to entry low. Inclusiveness: Every individual and organization, which abides by the governance of OHT and supports the vision, is invited and encouraged to participate. Open and transparent: With a commitment to integrity and trust of all Members, OHT will be open and transparent to safeguard the trust of all stakeholders The OHT governance is specified in the Membership Agreement and associated By-laws. Every Member completes these documents to assure all Members play by the same rules. This builds and maintains the trust of all stakeholders and helps to stimulate innovation. All participation in OHT is voluntary and is based upon a contributory model. The stakeholders and Members of OHT are based upon a diversity principle. Open Health Tools is dedicated to building, enabling, and nurturing, a global community of the rich and poor, of the urban and rural, of the large and the small, organizations, institutions and individuals. Contribution Model As stated in the Membership Application, as a Member, you have agreed that you or your organization can make substantial contributions – which can be intangibles (time, knowledge, industry expertise, etc.) and/or tangibles (technology, funds, etc.) – to Open Health Tools to achieve the Vision. These contributions are strictly voluntary. The Board has set recommended minimum annual voluntary contributions according to the table below: Organization Classification Individual Membership Organization of 1-5 employees Organization of 6-50 employees Organization of 51 – 500 employees Organization of 501-2,500 employees Organization of >2,500 employees Lifetime Benefactor of any size Strategic Member 1 Suggested Minimum Annual Voluntary Dues $50.00 200.00 $1500.00 $5000.00 $7500.00 $10,000.00 $50,000.00+ Negotiable It must be noted that the monetary contributions provides a portion of the operating expenses of the OHT infrastructure. However, no penalties shall be applied to a Member who fails to meet its contribution pledge. Each organization’s contribution will be accepted based upon the principle of trust. There will be no public accounting of the contributions. It is not necessary to be a Member to contribute to the Projects of OHT. All projects are open to one and all and will be governed by the projects individual charters. Member Status OHT Founding Members are those organizations that paid annual Membership dues before December 31, 2011. These organizations receive Founding Member status, including their logo on the Founding Members webpage. In addition, several organizations contributed in excess of $50,000 as part of the early fund raising contributions. In recognition of this effort, these organizations are granted a Life Time Membership Status. Membership Governance The Vice President of Strategic Relations and Initiatives has the ultimate authority over this domain. All decisions are informed by the OHT Leadership Team and Membership Committee, but ultimate authority resides with the OHT Board acting through their representative the Vice President of Strategic Relations and Initiatives. 2 The Open Health Membership Agreement and By-laws establishes the following policies concerning dues and contributions: Section 2.1 General. Membership is open to those persons or entities who can make substantial contributions in terms of time, technology, knowledge, or industry expertise to the Open Health Tools Vision. Members will be extended additional privileges in Open Health Tools not available to the general community. Section 2.2 Processes. To be a Member, a person or entity must complete a written membership application in such form as shall be adopted by the Open Health Tools Board of Stewards (the “Board”), including a description of the contribution that the Member plans on providing to Open Health Tools. Members are approved for admission by a majority vote of the Board, based on the Membership Committee’s recommendation. After Board approval, Membership shall only become effective once the applicant has executed the Membership Agreement in such form as shall be adopted by the Board. Section 2.3 Contributions. The Board shall, from time-to-time, establish mechanisms by which Members may support Open Health Tools activities. Such mechanisms may include, without limitation, voluntary Membership fees, sponsorship fees, promotional fees, administration fees, software contributions, and in-kind contribution levels. Notwithstanding the foregoing, Membership in Open Health Tools is on an “as is” basis, without warranties or conditions of any kind. No penalties shall be applied to a Member who fails to meet its contribution pledge. Section 2.4 Terminations. The Board may decide to terminate the Membership of any Member, “For Cause”, through a two-thirds (2/3) majority vote at a Board meeting. For purposes of this Section 2.3 “For Cause” shall mean the Member has materially breached the Membership Agreement, Bylaws, IP Policy, Antitrust Policy, a software license for any software the Member acquired from Open Health Tools and/or other related Open Health Tools agreements or policies, and has not cured such breach within thirty (30) days of receipt of written notice from Open Health Tools. In order to terminate the Membership of any Member, written notification, including a rationale for termination, must be provided to said Member no less than twenty (20) business days prior to the Board meeting in which the termination vote is to be held. The participating Member will have the opportunity to comment, in writing or in person at the Board meeting where the termination is being discussed. The decision of the Board shall be final. In the case of such a decision, the Secretary of the Board will send the Member a signed, written notice stating that the Member’s Membership Agreement has been terminated. 3 Open Health Tools Membership Typology with rights, responsibilities, and privileges Membership Class Member Stewards Qualifications Necessary 1) Agrees to support the following vision: “The Vision of Open Health Tools, Inc. (“Open Health Tools” ) is to enable a ubiquitous ecosystem where members of the Health and IT professions can collaborate to build interoperable systems that enable patients and their care providers to have access to vital and reliable medical information at the time and place it is needed.” 2) Complete a written membership application 3) Make voluntary support contributions which may include, without limitation, voluntary membership fees, sponsorship fees, promotional fees, administration fees, software contributions, and in-kind contribution levels. Contributions are on an “as is” basis, without warranties or conditions of any kind. No penalties shall be applied to a Member who fails to meet its contribution pledge. 4) Commit to publicly announce you are joining Open Health Tools, Inc. The exact time, venue, and form of the announcement is up to each Member. Voting Rights and Privileges Each Member Stewart has one vote. Appoint representative to Executive Committee Join and / or appoint representative to: Member of Finance Committee Requirements Council Architecture Council Planning Council Medical Council Marketing Committee Legal Committee Membership Committee Participate in Development Projects Approves Release Roadmap Approves Top Level Projects Hires & fires Executive Director Approves Open Health Tools management budget Approves formal affiliations Selects legal counsel, IP, & Antitrust policy Terminates and reinstates Members Approves Bylaws & Membership Agreement Approves Vision Participates in Project reviews Can act as OpenHealthIT Spokesperson Committer Stewards 1) Software developer individuals that are involved in the development of the Open Health Tools technology 2) Individuals who have been selected by their projects as having sufficient skill to join the projects as a committer. 3) Nomination must be confirmed by a vote of the Committers or the Board. 4) Express public support for Open Health Tools --- One or more Committers shall be associated with each Project. --- Write-access to Open Health Tools repositories; --- Write code for Open Health Tools software projects; --- Committers can vote in the selection process for other committers on their project. shall be entitled to at least one (1) seat on the Board (and such representative shall represent the entire class). An additional seat on the Board shall be allocated to the Committer Stewards for every additional five (5) Member Stewards beyond five (5) who are members of the Board. The Committer Stewards shall be selected via annual-at-large elections by the Committers using the Single Transferable Vote process. 4 Membership Class Project Lead Stewards. Qualifications Necessary Project Management Skills Voting Rights and Privileges --- Project Leads as a class, shall be entitled to at least one (1) seat on the Board (and such representative shall represent the entire class). An additional seat on the Board shall be allocated to the Project Lead Stewards for every additional five (5) Member Stewards beyond five (5) who are members of the Board. The Project Lead Stewards shall be selected via annual-at-large elections by the Project Leads using the Single Transferable Vote process. --- For each Project, the Board will appoint a Project Lead, which can be changed by a majority vote of the Board. --- The Project Lead will set the ground rules and procedures for the day-to-day management of the Project in accordance with the charter for the Project. Associates Stewards Associates shall represent areas of technical, academic, or business disciplines complementary to the Vision --- Associates. may be nominated by any Steward or the Executive Director , and must be approved by a majority vote of the Board ---Associates may participate in meetings and deliberations of the Board but are not entitled to a vote at those meetings unless the Associate is also a Steward. 5