Board Policies
Approved 2025-07-15
1. Who We Are
VeriMe Cooperative (the “Cooperative”) is a limited cooperative association organized under the Colorado Uniform Limited Cooperative Association Act, C.R.S. Title 7, Article 58 (“ULCAA”) and registered in Colorado, U.S.A. The Cooperative’s business shall be conducted on a cooperative basis for the mutual benefit of the Cooperative’s Members.
1.1 Purpose
The purpose of VeriMe is to increase trust in digital infrastructure that supports scholarship and research; supply methods and services for supporting integrity and trust in digital research contributions; and ensure trust and integrity in research contributor digital identity worldwide.
1.2 Vision
VeriMe was created for and by researchers to increase trust in the digital identities used by members of the research community. We seek to achieve this goal in a way that provides individuals control over their personal information. In addition, we feel it critically important to balance the governance of this important information and services across all parties, including the researchers themselves.
1.3 Core Values
We serve researchers: We design the user experience for researchers to support their control of their account, obtain credit for their contributions, and participate in governance.
We take an ecosystem approach: We collaborate and interoperate with our stakeholders to support community-level integration and impact.
We put privacy first: We concentrate the work of identity verification so that everyone benefits.
We build for the long term: We prioritize reliability and leverage proven and open source technology as VeriMe's foundation, and in kind, make our work available under an Apache 2.0 license.
We are fiscally responsible: We are an open research infrastructure supported by our Members and parties that integrate VeriMe services into research workflows. As a co-op our earnings are redistributed to our Members and reinvested in our platform.
1.4 Core Principles
As a purpose-driven cooperative organization, VeriMe is grounded by a commitment to the seven International Cooperative Alliance Cooperative. The decisions we each make, and the ways we interact with each other and our community, are expected to be intentionally guided by these principles: (i) Voluntary and open membership, (ii) Democratic member control, (iii) Members’ economic participation, (iv) Autonomy and independence, (v) Education, training, and information, (vi) Cooperation among cooperatives, and (vii) Concern for Community.
In addition, VeriMe subscribes to the Principles of Open Scholarly Infrastructure:
Transparent governance and living will
Purpose-consistent revenue generation based on services and financial sustainability
Open documentation of policies and processes, including where applicable software code, description of operational components, and use of existing open infrastructures and frameworks such as FAIR and CARE and persistent identifiers.
2. Fiduciary Duties
The Board of Directors of a cooperative, as with any corporation, has three primary legal duties known as the “duty of care,” “duty of loyalty,” and “duty of obedience.”
2.1 Duty of Care
Ensuring prudent use of all assets, including facility, people, and good will.
2.2 Duty of Loyalty
Ensure that the nonprofit's activities and transactions are, first and foremost, advancing its mission; Recognize and disclose conflicts of interest; Make decisions that are in the best interest of the nonprofit corporation; not in the best interest of the individual Board member (or any other individual or for-profit entity).
2.3 Duty of Obedience
Ensure that the nonprofit obeys applicable laws and regulations; follows its own bylaws; and that the nonprofit adheres to its stated corporate purposes/mission.
3. Code of Ethics
Directors shall maintain the highest standards of honesty, integrity, fairness and impartiality in their conduct as Directors, and shall avoid any actions, which would adversely reflect on the Board of Directors or the Corporation. Directors shall act in the best interest of VeriMe Members and the Corporation, not in their personal interest. Directors shall not engage in behavior involving a conflict of interest, or acts that involve actual or apparent impropriety, as defined in this code. Directors shall carry out their duties and responsibilities in the highest ethical manner. Violation of this Code may constitute neglect of duty, misconduct in office, or an offense involving dishonesty and are cause for removal from the Board.
4. Code of Conduct
Verime is committed to conducting its business ethically and transparently. Integrity and honesty underlie all of our community relationships. Our Code of Conduct applies to all people who conduct work for or on behalf of VeriMe, including Directors, Officers, Members, former and current employees, independent contractors, and volunteers (collectively, “VeriMe People”). All VeriMe People are expected to listen first, and actively practice good judgment, diplomacy, and courtesy in our interactions with each other and our community.. Our goal is to foster a values-based culture in which each individual within our organization and across our community feels welcome, respected, and treated with dignity, while also recognizing the personal responsibility each of us has in creating and maintaining that culture.
4.1 Ethics
I will accept responsibility for making decisions consistent with the Cooperative principles.
I will act in the best interest of VeriMe Members and the Cooperative, not in my personal interest.
I will promptly and responsibly disclose factors that might endanger the privacy or security of VeriMe Members and account holders.
I will avoid real or perceived conflicts of interest whenever possible, and I will disclose them to affected parties when they do exist.
I will strive to minimize the risk of harm to individuals or organizations in the course of my work, and shall strive to rectify harm should it occur.
4.2 Integrity
I will uphold high standards of honesty, ethics, transparency, and inclusive behavior.
I consider myself bound to support mature and responsible interactions.
I will not engage in acts of unfair discrimination based on qualities such as age, citizenship, disability, gender, national origin, race, religion, sexual orientation or any other such factor.
I will respect the privacy of others and will act to maintain the integrity of information describing individuals or vulnerable groups.
I will not deliberately engage in acts which cause harm to others. This includes, but is not limited to, loss of property, property or reputational damage, unwanted contact, deliberate intimidation, harassment of any nature, physical or emotional injury, publishing a person’s private information, and advocating for any of the above behaviors.
I will seek, accept, and offer honest criticism, acknowledge and correct errors, and properly credit the contributions of others.
4.3 Healthy Disagreement
There may be people you disagree with, have strong antipathy for, or just don’t get along with. We expect and encourage discussion in our groups and gatherings that may have differing and contrasting viewpoints. However, at all times, we expect you to conduct yourselves in a respectful manner. If you feel you cannot contribute to or continue a conversation in a respectful manner, we ask that you remove yourself from the discussion. Ad hominem attacks, trolling, and harassment will not be tolerated.
We strive to operate using a transparent “listen first” consensus-based process designed to ensure that all participants are heard, power is shared, decisions reflect the needs of all stakeholders, minority positions are respected and addressed, and the group can make timely decisions.
Define the problem. The group Chair introduces the issue. Participants ask questions to explore the scope of the issue and work toward a clear statement of the issue.
Set the stage. The group discusses the issue broadly. What are the facts? Who are the stakeholders? What are their needs? What are the participants’ feelings and opinions about the issue?
Lay out options. Participants are invited to suggest approaches to the issue. They explore different approaches through dialog.
Seek connection. The group connects the common elements of suggested approaches and finds key points of agreement. They assemble these into a proposal. As needed, the group convenes small groups to work through individual issues and refine the proposal.
Test for agreement. The Chair presents the refined proposal and asks whether anyone is against the proposal. Dissent may include: a. Reservations by participants who may wish to support the proposal but still have reservations about some elements and believe further consideration is warranted; b. Stand-asides by participants who are not prepared to approve the proposal but are prepared to support it publicly if the group approves it; and c. Blocks by participants who fundamentally disagree with the core of the proposal, cannot publicly support it, and believe it should not be approved. If a majority of the group dissents in any of these ways, there is no consensus and the group may continue refining the proposal or develop alternative proposals. If two or more participants block, the blockage resolution process begins. If a majority of participants approve the proposal and there are fewer than two blocks, consensus is reached and the proposal approved.
Resolving blockages. If two or more participants block a decision they may form a voluntary committee to prepare an alternative proposal. They must present the proposal to the rest of the group within four weeks. If they do, the group must consider the alternative proposal at the next meeting. If they do not, the group may pass the original proposal by a 75% supermajority vote at the next meeting.
Follow through. As the decision is implemented, the group communicates with those responsible to guide and address issues as they arise.
4.4 Reporting and Confidentiality
VeriMe not only encourages, but requires, any witness to behavior, communication, or any other action believed in good faith to violate this Code of Conduct to speak up, unless it would threaten someone’s physical safety to do so. You should also report any unethical conduct, even if it is not expressly addressed by this Code of Conduct or other VeriMe policy. Please raise your concerns to your VeriMe supervisor, the meeting organizer, Committee Chair, CEO, or Board Chair as appropriate. Any reported policy violations will be investigated, maintaining confidentiality to the fullest extent possible, consistent with a thorough investigation.
VeriMe will not take any retaliatory action against any individual who is subject to this policy and who reports a good faith concern in accordance with this policy, provides information or participates in an investigation of or implementation of corrective action relating to any such concern, or objects to or refuses to participate in any activity, policy or practice giving rise to such concern. Acts of retaliation should be reported immediately to the CEO (or the Board Chair if the retaliation involves the CEO). Any person who retaliates against an individual who has reported a concern in accordance with this policy and in good faith may be subject to disciplinary action, up to and including termination of their employment or relationship with VeriMe.
5. Conflict of Interest Policy
5.1 Introduction
VeriMe has an obligation to the public as a cooperative to ensure that decisions are made in the best interests of VeriMe, and must be careful to avoid even the appearance of impropriety or self-dealing. Accordingly, it is very important that VeriMe’s Directors and Officers, Working Group Chairs, and Senior Staff with managerial responsibilities (“Covered Persons”) be conscious of the potential for conflicts of interest, work actively to identify conflicts of interest, provide full and timely disclosure, and otherwise act with candor and care in dealing with situations involving a potential conflict.
While this policy is intended to increase awareness of the potential for conflicts of interest and to set forth guidelines for dealing with situations that may arise, it is not exhaustive. The expectation is that Covered Persons should always err on the side of caution. Any questions, potential issues, or a potential conflict of interest (of your own or another person) should be raised with VeriMe’s Executive Director or Board Chair.
5.2 Personal Interests in a Contract or Transaction
From time to time, VeriMe may consider or enter into contracts or other transactions in connection with which Covered Persons may have personal or business interests that could conflict with VeriMe’s interests. The fact that a Covered Person may have such an interest is not improper in itself and obviously does not reflect on the integrity of the individual involved. It is the manner in which the potential conflict is dealt with that determines the propriety of the transaction. A Covered Person must be sensitive to any interest they may have in a decision to be made by or on behalf of VeriMe, and disclose any known conflict of interest prior to any presentation or discussion of such a matter.
5.3 Disclosure Statement
A first step in identifying potential conflicts of interest is identifying the other corporations and corbusinesses in which Covered Persons may have an interest. The disclosure statement attached to this policy should be completed and submitted annually by each Covered Person. In addition, each Covered Person should update their disclosure statement promptly if there is any material change in the information they provided in their disclosure statement.
5.4 What Constitutes an Interest in a Contract or Transaction?
An “interest in a contract or transaction” may take the form of:
a significant personal financial interest in the contract or transaction;
a significant personal financial stake in, or other relationship with, another person or corporation (i.e., an entity in which the Covered Person has a material ownership or other financial interest) involved in the contract or transaction; or
a position as trustee, director, officer or employee of another corporation with a significant interest in the contract or transaction.
Note that an “interest” includes an interest of a spouse or domestic partner, parents, grandparents, siblings, children (by birth or adoption), grandchildren, great grandchildren, or the spouses or domestic partners of those individuals (a “Family Member”).
5.5 What Should You Do if You Have an Interest in a Contract or Transaction?
Whenever a Covered Person becomes aware that they or a Family Member has (or may have) an interest in a contract or transaction, the potential conflict of interest should be promptly and fully disclosed to VeriMe’s Executive Director or Board Chair.
‘The interested party or parties may respond to questions regarding the proposed transaction, but should recuse themselves from the final deliberation and voting or other decision regarding the transaction. For purposes of establishing the presence of a quorum, the interested party or parties will be counted among those present in determining the presence of a quorum at the meeting.
Please keep in mind that in determining whether to approve a contract or transaction, specific legal restrictions on the agreements and transactions that a cooperative is permitted to engage in will need to be considered. For this reason, the Board Chair or Executive Director may elect to discuss the legal requirements applicable to any particular transaction or agreement with legal counsel prior to decision making. In all instances, any contract in which a Covered Person has an interest must be fair and reasonable to VeriMe.
The minutes of the meeting or other documentation approving the contract or other transaction should reflect that the conflict of interest was disclosed and the interested individual abstained from the final deliberation and vote with respect to the contract or other transaction.
5.6 What If There is a Question Whether a Conflict Exists?
All questions as to whether a conflict of interest exists will be resolved by a vote of the Board or Audit Committee, with the relevant individual refraining from any deliberations (other than to respond to any questions) and vote.
6. Confidentiality Policy
In some instances it also may be a conflict of interest to disclose or use VeriMe information for purposes other than VeriMe’s benefit. VeriMe is committed to operating in an open and transparent manner. Nevertheless, on occasion, Covered Persons may be exposed to confidential VeriMe information. Covered Persons have an obligation to maintain the confidentiality of VeriMe Board deliberations (other than information distributed by the Executive Director on the VeriMe website) and of other internal VeriMe information that should be reasonably understood as confidential (e.g., staff salary information, prices charged by key vendors, etc.).
In the event that a Covered Person is required by law, court order, or governmental administrative agency to disclose VeriMe confidential information, the Covered Person, if permitted by law, is required to provide VeriMe’s Executive Director or Board Chair with prompt notice and consult with VeriMe’s Executive Director or Board Chair prior to any disclosure.
7. Whistleblower Policy
VeriMe requires Directors, Officers and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of VeriMe, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.
7.1 Reporting Responsibility
This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns internally so that VeriMe can address and correct inappropriate conduct and actions. It is the responsibility of all Board members, Officers, employees and volunteers to report concerns about violations of VeriMe’s code of ethics or suspected violations of law or regulations that govern VeriMe’s operations.
7.2 No Retaliation
It is contrary to the values of VeriMe for anyone to retaliate against any Board member, Officer, employee or volunteer who in good faith reports an ethics violation, or a suspected violation of law, such as a complaint of discrimination, or suspected fraud, or suspected violation of any regulation governing the operations of VeriMe. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment.
7.3 Reporting Procedure
VeriMe has an open door policy and suggests that employees share their questions, concerns, suggestions or complaints with their supervisor. If you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with the Executive Director, or a Board member. Supervisors and managers are required to report complaints or concerns about suspected ethical and legal violations in writing to the VeriMe Board Chair, who has the responsibility to investigate all reported complaints.
The VeriMe Board Chair will serve as the Whistleblower Compliance Officer, and is responsible for ensuring that all complaints about unethical or illegal conduct are investigated and resolved. The Compliance Officer will advise the Executive Director and the Board of Directors of all complaints and their resolution, and will report immediately to the Audit Committee on compliance activity relating to accounting or alleged financial improprieties.
8. Document Retention Policy
8.1 Document Destruction
The organization’s staff, volunteers, members of the Board of Directors, committee members and outsiders (independent contractors via agreements with them) are required to honor the following rules:
a. Paper or electronic documents indicated under the terms for retention in the following section will be transferred and maintained by the Operations Manager;
b. All other paper documents will be destroyed after three years;
c. All other electronic documents will be deleted from all individual computers, databases, networks, and back-up storage after one year;
d. No paper or electronic documents will be destroyed or deleted if pertinent to any ongoing or anticipated government investigation or proceeding or private litigation (check with legal counsel or the human resources department for any current or foreseen litigation if employees have not been notified); and
e. No paper or electronic documents will be destroyed or deleted as required to comply with government auditing standards (Single Audit Act).
8.2 Record Retention
The following list indicates our minimum standards for document retention, by type of document.
Accounts payable ledgers and schedules: 7 years
Audit reports: Permanently
Bank reconciliations: 2 years
Bank statements: 3 years
Checks (for important payments and purchases): Permanently
Contracts, mortgages, notes, and leases (expired): 7 years
Contracts (still in effect): Contract period
Correspondence (general): 2 years
Correspondence (legal and important matters): Permanently
Correspondence (with customers and vendors): 2 years
Deeds, mortgages, and bills of sale: Permanently
Depreciation schedules: Permanently
Duplicate deposit slips: 2 years
Employment applications: 3 years
Expense analyses/expense distribution schedules: 7 years
Year-end financial statements: Permanently
Insurance records, current accident reports, claims, policies, and so on (active and expired): Permanently
Internal audit reports: 3 years
Inventory records for products, materials, and supplies: 3 years
Invoices (to customers, from vendors): 7 years
Minute books, bylaws, and charter: Permanently
Patents and related papers: Permanently
Payroll records and summaries: 7 years
Personnel files (terminated employees): 7 years
Retirement and pension records: Permanently
Tax returns and worksheets: Permanently
Timesheets: 7 years
Trademark registrations and copyrights: Permanently
Withholding tax statements: 7 years
9. General
9.1 Enforcement
Violation of this policy is grounds for disciplinary measures up to and including termination or removal.
9.2 Other
Any violations of this policy -- even unintentional ones -- should be disclosed immediately to VeriMe’s Executive Director or Board Chair.
VeriMe may amend or supplement this policy from time to time in its sole discretion.