On May 13, 2010, at 12:44 PM, Eduardo Gutentag wrote:
Comments
regarding
http://lists.oasis-open.org/archives/board-agenda/201005/msg00000.html
-- regarding proposed lines 31-35: "substantive changes" is vague and
undefined; the purpose of this modification is unclear. If the
intention is that affiliation status is changed only after legal
changes take place, it should say so: "until legal changes occur to the
status by which..." Otherwise this is way too vague to mean anything.
I think that one of the cases in mind is the sort of partnership
between two entities where ownership might be measured or re-evaluated
from time to time based on metrics such as depreciating value assets or
might be of the nature of a 50% initial ownership joint venture with
options that might be exercised at some future date.
The applicant makes certain representations of affiliation on
the membership agreement such information is used by OASIS staff to
confirm that the member is not an affiliate at the time of membership
application.
In some of these cases it might be onerous to attempt to track
changes as they may occur from month to month and may be meaningless to
the partners or the entity from the perspective of actual control, and
if affiliation status were to change dynamically, it would be difficult
to bind, unbind, and bind again one of the partners to ipr commitments
made by the member based on these changes or to ask the member to
become a non-menber and ship membership perhaps temporarily to one of
the partners. Smallish events such as the issuance of classes of
securities by the member that may change the mix of ownership from time
to time have the potential of changing the literal determination of
affiliation that we use.
Substantial changes, I think we might agree, are of the nature
of a sale of all or a large controlling portion of a entity to another.
Note that the sorts of changes that I mention above can occur without
any fundamental legal change of the entity or with its governance, but
which might, due to the definition of affiliation, cause a change to
membership status or ipr relationships as they are used in the policy.
Sure, substancial changes are subjective, but there is a court
in West Texas that can be relied upon to rule should that become a
problem.
So far, there has been only one known instance of a member in
this position at OASIS, and the issue was raised to provide clarity as
to the members's status.
-- lines 353,
364, 390, 426 use "and" when talking of Final
Deliverable and Final Maintenance Deliverable; on the other hand, lines
356, 393, 437, 445 use "or" when talking of them. May the Board please
consider the inconsistent use of "and" and "or" and perhaps decide
that, since a Final Maintenance Deliverable includes the Final
Deliverable it maintains, the only proper use is "or" in this context.
and is used when the commitment is made both, or was used in
those circumstances to mean either and has to do with the positive or
negative assertion in the accompanying condition. We will check with
legal as to the usage.
-- the
proposal to the Board includes a proposed date of "on or before
July 31, 2010". How much before? What would preclude the Board from
making it effective immediately? Perhaps the intention was to say "on
or after July 31, 2010"?
The policy, in a self-referencing sort of way, indicates that it
cannot become effective until 60 or more days from the date of written
notice to membership, so in order for it to become effective on July 31
it would need to be distributed to members by the end of May which is
just after the next scheduled board meeting.
-- further as
regards the effective date: may the Board consider
clarifying that the new IPR Policy will affect only TCs formed after
the effective date of the new Policy, not retroactively to existing TCs.
Intentionally to be discussed as to when a tc can add a
maintenance activity to its charter; process cttee to consider as well
Thank you.
--
Eduardo Gutentag
Director, Standards Strategy & Policy
Oracle Corporate Architecture Group
Phone: +1 510 550 4616
Fax: +1 510 550 4616
SMS: +1 510 681 6540