Governance

Owner: Director of Orgazational Strategy & Learning (DOSL) – with input from all Directors Audience: All OWL staff, partners, and stakeholders

Purpose

This section of the OWL Handbook provides public access to the foundational governance documents that define how Open Way Learning operates as a 501(c)(3) nonprofit.

These resources clarify the legal, ethical, and organizational framework that underpins both Board-level oversight and our distributed, mission-aligned leadership culture.

Looking for how the leadership team operates day-to-day? See our Collective Leadership SOP (Quickstart + Decision Ladder/RACI-S), the Common Roles & Responsibilities for All Directors, and Role READMEs (DPD, DPIV, D-OSL) for the lightweight norms we use to decide, deliver, and improve together.

Governance Philosophy

OWL maintains a dual governance model that reflects both nonprofit best practices and our open-source values. This means we:

• Honor traditional board responsibilities—legal, fiduciary, and strategic—guided by our Bylaws and IRS regulations.

• Empower a collective leadership team to make informed, transparent decisions aligned to mission, vision, and strategic priorities (see About OWL).

This structure is not a compromise—it's a commitment to shared accountability and high-integrity leadership, balancing compliance with the agility required to serve educators and students well.

What you'll find in this section

1. Open Way Learning Bylaws

What It Is: The official governing document outlining the legal structure, board responsibilities, quorum and voting procedures, officer roles, conflict of interest provisions, and amendment processes.

Why It Matters: This document defines how OWL remains legally compliant and mission-aligned. It is required by law and periodically reviewed and amended by the Board.

2. IRS Determination Letter

What It Is: The official letter from the IRS confirming OWL's status as a tax-exempt nonprofit under section 501(c)(3) of the Internal Revenue Code.

Why It Matters: Provides legal proof of exemption, necessary for compliance, fundraising, donor contributions, and eligibility for grants or public funding.

View IRS Determination Letter (Image)

3. Organizational Chart

What It Is: A current map of OWL's internal staffing roles and reporting relationships—spanning the Leadership Team, employees, and the Board of Directors

Why It Matters: Illustrates how OWL distributes authority, aligns responsibilities, and ensures clarity between organizational units.

View OWL Organization Chart (PDF)

4. OWL Code of Ethics

What It Is: A comprehensive guide outlining the ethical expectations for all OWL team members—employees, fellows, and volunteers—including standards for conflict of interest, confidentiality, use of funds, and public integrity.

Why It Matters: This document reinforces our collective responsibility to model the values we promote in schools: integrity, transparency, and equity.

5. Board of Directors Code of Ethics

What It Is: A specific ethical framework for Board members, addressing fiduciary duty, conflict of interest, financial oversight, and responsible governance.

Why It Matters: Clarifies the distinct ethical responsibilities of Board members in their fiduciary role and supports alignment between governance and mission.

How These Pieces Fit Together

Document	Focus Area	Maintained By	Relevant Audience
Bylaws	Legal governance, structure	Board of Directors	All stakeholders
IRS Letter	Tax status & eligibility	Leadership Team, Treasurer	Funders, auditors, public
Org Chart	Internal staffing structure	Leadership Team	OWL employees
OWL Code of Ethics	Day-to-day expectations	All employees, contractors	Staff, fellows, Board
Board Code of Ethics	Board-specific conduct	Board Chair	Board members
Collective Leadership SOP	Decision Ladder, RACI-S, #decision_log, scrum	Leadership Team (D-OSL steward)	OWL employees, Board (awareness)
Common R&R (All Directors)	Shared director responsibilities & guardrails	Leadership Team (D-OSL steward)	Directors, PMs
Role READMEs (DPD/DPIV/D-OSL)	Role overviews with links to canonical R&R	Each Role Owner (Director)	Staff, fellows, partners (as relevant)

Leadership Operating Documents (Collective Leadership)

These materials codify how OWL’s distributed leadership works in practice—clear decision rights, lightweight rituals, and shared operating discipline.

• Collective Leadership SOP (Quickstart + Decision Ladder/RACI-S) — the bedrock for decisions, #decision_log, scrum cadence, and operating discipline.

• Common Roles & Responsibilities for All Directors — the shared layer every Director inherits (ROI Guardrail, monthly “earn your keep,” comms/status pattern, KPI cadence).

• Roles Directory (READMEs) — concise overviews for each Director role with links to the canonical Google Docs:

  • Director of Finance & Operations (DFO)

  • Director of Program Impact & Visibility (DPIV)

  • Director of Organizational Strategy & Learning (D-OSL)

Updating Governance Documents

Most governance documents (e.g. Bylaws, Board Ethics) require a formal Board vote to be amended. All updates must follow OWL's two-reading amendment process as outlined in the Bylaws. Operational governance documents (e.g. Code of Ethics, Org Chart) may be updated by the Leadership Team with Board awareness. Leadership Operating Docs (OWL's Collective Leadership Procedure, Role & Responsibility Docs for each Director, READMEs). These are living documents maintained via PRs in this repo and the canonical Google Docs they reference. Changes follow this flow:

1. Propose/update in the canonical Google Doc (role owner) and create a #decision_log entry.

2. Open a PR mirroring the approved change in the README/SOP here; link the #decision_log entry.

3. Review/merge by the steward (D-OSL) and relevant role owner; update the “last_reviewed” field.