We are pleased to announce that Articles of Association for the new openEHR Community Interest Company (‘openEHR CIC’) and revised articles for the existing openEHR Foundation were adopted at the Foundation Annual General Meeting at UCL, in London, on October 16th.
There has been extensive discussion about these changes within our community, over several years. The gestation period has been prolonged but there has been benefit from allowing ideas to be debated and new structures tested and agreed.
Practically this means that we are now in position to formally apply to establish the openEHR CIC, which we expect to be readily accepted and be enacted at the start of 2019.
This will have no real practical impact on openEHR from a functional perspective. We will move the current openEHR Foundation membership (individual subscribers, organisations and industry partners) and voting arrangements to the CIC, and the current Management Board simply become the Directors of the CIC. There will be no change in subscriber rates or categories, though we have decided to defer the upcoming election of 2 Board members for 6 months. This will ease the transition to the CIC but also streamline future changes to the elected Directors, giving more continuity.
The new articles have been prepared for us by Bates Wells Braithwaite (BWB), with the assistance of the Apperta Foundation. BWB has preeminent expertise in charity and social enterprise law. Apperta has made model CIC legal documents available to guide us, at no charge.
Cengiz Tarhan, who has represented UCL in its role as sole member of the openEHR Foundation, recently announced his decision to retire at the end of 2018. He advised and encouraged us that UCL should cease to be the sole legal member organisation - its corporate role in underwriting openEHR mission, providing cover for our efforts to establish the Foundation as a free-standing and sustainable entity, having been successfully fulfilled. He suggested that a membership model based on key individuals at the heart of the mission, might best be adopted. This model was considered appropriate by Bates Wells Braithwaite (BWB), for both the CIC and the Foundation.
The revised articles of the Foundation, approved at the AGM, reflect these discussions and the agreements reached. In future, the legal members of the openEHR Foundation will be representative of the openEHR community and the wider health informatics domain.
Accordingly, David Ingram, Sam Heard and Thomas Beale have been appointed as legal members of the Foundation, as founders and leaders of the openEHR mission since its inception.
Ian McNicoll, Tomaž Gornik and Silje Bakke have also been appointed as legal members, representatives of the constituencies of individual subscribing members, industry partners and organisational partners on the first elected Management Board.
The CIC Articles are based on the successful organisational model we have developed for the Foundation Management Board and piloted for three years and through two elections. The openEHR CIC will operate as a fully self-governing entity. Accordingly, the currently elected openEHR Foundation Management Board members are subscribers to the legal memorandum establishing the openEHR CIC. They are joined there by Sam and Thomas, as appointed representatives of the Foundation to the CIC, as provided for in the CIC articles. Those elected in future to the CIC board will also be legal members of the CIC, for the duration of their office.
After adoption of the new governance arrangements and resignation of UCL as the sole legal member from the openEHR Foundation, we have worked with BWB to finalize these legal changes. We expect these to be completed in early January 2019. The Foundation will continue as owner of the now very extensive openEHR IP. Once the openEHR CIC has proved itself a stable and sustainable entity - we envisage somewhere in the region of five years being needed for this to become clear - consideration will be given to transferring the IP to the CIC and closing the Foundation.
This is a seminal moment for openEHR mission and we earnestly request all who value its continuation, who have not thus far become subscribing members, to consider joining now, as this membership will automatically be transferred to the new CIC. In a final report to the AGM at UCL, David, as chair of the Foundation Board, acknowledged and expressed gratitude to key contributors who have developed and sustained openEHR methodology and the Foundation, to this point. This report can be read here.
We send our warmest good wishes to the now worldwide community of openEHR, for its continuing success under the auspices of the new openEHR Community Interest Company.
David Ingram and Ian McNicoll
for the openEHR Board of Governors and Management Board
December 18th 2018
Date, time and place: 18th December, openEHR Foundation