Due to very serious illnesses affecting our two families over the past six months, there has been unavoidable delay in completing arrangements to establish the planned openEHR Community Interest Company (CIC) that will take full legal and financial responsibility for openEHR operations in future. The Articles of the openEHR Foundation will, at the same time, be changed to reflect its new role, solely as the owner and protector of the openEHR Intellectual Property.
Fortunately, we are now able to proceed with and conclude these changes. We are working with Bates, Wells Braithwaite, the legal partnership which established the legal framework for Community Interest Companies, to enact the necessary arrangements. After these changes, the openEHR Foundation will have both UCL, its founding Member institution, and the openEHR community, represented through the new openEHR CIC, as legal Members/owners. Asset lock of the IP is fundamental to both CIC and Foundation. The CIC will have a Board of Directors elected from its three constituencies of industry, organization and individual Associate Members.
Currently elected members of the openEHR Management Board and appointees from the current Board of Governors of the openEHR Foundation will become the founding Board of Directors of the new CIC.
Due to the difficulties we have had to contend with, the Foundation Board of Governors has extended the Terms of Office of the Management Board for one year, from April 1st, 2018- March 31st 2019, to give time for enactment of these changes. Under the constitution of the new CIC, the founding CIC Directors will, forthwith, be responsible for calling elections of Directors representative of the three constituencies. It intends that two currently elected Management Board members will stand down, to allow for election of two Directors of the new CIC, this summer. A further two will similarly stand down at the end of the year. At the same time, the Board of Governors will, with the support of UCL, as currently its sole member organization, rearrange appointments to the openEHR Foundation Board, in keeping with the new Articles of the openEHR CIC and the Foundation.
This is a defining moment in the evolution of the openEHR community and mission, for which we have been preparing for some time. The CIC will operate as a fully democratic body, accounting for its stewardship of openEHR mission to its Associate Members and in legal and financial contexts. Hitherto, those latter, quite onerous, responsibilities have been shouldered through a benign and generously supportive relationship with UCL academic mission and with massive dependence on unfunded contributions of key individuals.
It is comforting to assume, and we must certainly hope, and work to ensure, that that sort of anchoring support will morph flexibly into the new arrangements. However, the community requires and must demonstrate to the world that new participants and leaders can and will emerge from among its Associate Members, to take up and sustain the openEHR mission, and shoulder the necessary and unavoidable burdens of office. The electoral body of the CIC will comprise its Associate Members; every company, organization and individual that values and depends to an extent on openEHR’s existence, and wishes it to thrive and continue, is warmly encouraged to join formally and become or remain involved. The procedure and scale of fees for becoming an Associate Member is laid out on the web site. In keeping with the new European data protection regulation now coming into force, all Associate Members must approve that their details may, for defined purposes only, be transferred to and included in the membership register of the CIC.
David Ingram, President and Chair of the Board of Governors of the openEHR Foundation
Ian McNicoll, Co-Chair of the Management Board of the openEHR Foundation