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Subject: PAC: Second draft of bylaw amendments
To: workprocess@lists.oasis-open.org
Subject: PAC: Second draft of bylaw amendments
Here's the draft we will be discussing in our meeting 2000.06.16
in Paris. I am on my way out now to try to get copies made.
Notable changes since last draft:
Added item 5 to "sketch of the bylaw changes"
Broke out new Section 14 of Article 14 ("Conduct of TC Business
by Mail").
Added comments made by Terry Allen (TA) posted in a message to
the PAC 2000.06.12 except for comments on Section 15 (old
Section 14).
==================================================================
SKETCH OF THE BYLAW CHANGES
Here are the basic things I think we need to do to the bylaws.
1. Change the title of Article 5 from "Committees" to "Committees
of the Board."
2. Delete the last sentence of Article 5 Section 2 (limiting
Committees of the Board to advisory committees). This is not
necessary to the specification of TCs, but it is in my opinion
a sensible move.
3. Add new Article 14, "Technical Committees," a draft of which
appears below.
4. Add new Article 15, "Standards," a draft of which appears
below.
5. As a separate project (because I don't have a copy of the last
round of changes to the bylaws), normalize the language
pertaining to "mail," "postal mail," "registered mail," and
"electronic mail" in the bylaws to make electronic mail the
single default communications medium for notification in OASIS.
==================================================================
EDITORIAL ISSUES REMAINING TO BE RESOLVED
1. Whether we need to define "business day" (or conversely,
"holiday"). There may be a dependency here on the substantive
question of a minimum period for voting.
2. "Meeting" vs. "session." This may turn out to be a non-issue.
3. "Fiscal year" vs. "calendar year."
4. The advisability of specifying all durations in days.
5. The search for a synonym for "individual member."
==================================================================
SUBSTANTIVE ISSUES REMAINING TO BE RESOLVED
1. Minimum period allowed for mail ballots (Art. 14 Sect. 14).
2. Various issues raised with regard to coordination (JCs).
3. IPR requirement for standards (AI for TA).
==================================================================
Article 14. Technical Committees
1. Definitions
The following definitions shall apply within the scope of this
article. [We want to remove this limitation, but we can't yet.]
Individual OASIS member -- one of a class of individuals
that includes persons holding individual memberships in the
corporation, employees of organizational members of the
corporation, members of organizations to which OASIS has
extended the benefits of joint membership, and such other
persons as may be designated by the board of directors.
[Note editorial issue #5 above.
TA: I'll suggest "member individuals", "member
persons" ("memberpersons"?), and "Oasans".]
Technical Committee (TC) -- a group of individual OASIS
members formed and conducted according to the provisions of
this article.
[TA: why "conducted"? what does that add to "formed"?
JB: it adds everything said about procedure after initial
formation.]
Joint Committee (JC) -- a TC formed by joint resolution of a
group of cooperating TCs, all of whose members are also
members of at least one liaison subcommittee appointed for
the purpose of participating in that JC. [Revised in light
of comment from Terry.]
Liaison subcommittee -- a subcommittee of a TC formed to
provide one or more members of a JC.
[Definition of meeting has been moved to Section 11, "TC
Meetings."]
[Definition of mail has been moved to Section 14, "Conduct
of TC Business by Mail."]
Fiscal quarters -- consecutive periods of three months each
such that the beginning of the first calendar quarter in
each year coincides with the beginning of the fiscal year as
defined in Article 8 of these Bylaws.
[TA: Why do we have to align calendar and fiscal
quarters? The good old calendar is sufficient.]
Business day -- excludes weekends and such holidays as may
be designated by the board of directors. [THIS ISSUE IS
STILL UNDER DISCUSSION.] "Day" without qualification means
calendar day.
OASIS administration -- persons appointed by the board of
directors to represent OASIS in administrative matters.
[Deleted "relating to TCs."]
2. TC Discussion Lists
Any group of at least three individual OASIS members shall be
authorized to begin a discussion list for the purpose of
forming a TC by submitting to OASIS administration the
following items:
- The name of the discussion list, which shall not be the same
as the name of the list in which the TC itself will operate
once formed.
[TA: under which.
JB: no, in which.]
- A preliminary statement of scope for the TC that the list is
intended to form.
- The names, electronic mail addresses, and membership
affiliations of the individual OASIS members proposing to
create the discussion list.
- The name of the discussion list leader.
No later than 15 days following the submission
[TA: I can't resist. Why not 14 days, commonly known as two
weeks? It's certainly easier to keep straight in the head.
JB: After following EG's suggestion to change "one month" to
"30 days" and after picking up "15 days" from ANSI language
in creating the section on appeals, I realized that the only
consistent approach is to put everything in terms of days
and that 15 days is more consistent with the other
Sumero-Babylonian time periods used here (30, 45, 60, 90)
than 14 days would be.
TA (elsewhere): [...] all these spans of days need to be
qualified (globally) as to whether they're inclusive or
not.]
, OASIS shall provide these materials to the membership with a
call for participation in a discussion list whose purpose is to
form the TC described in the application
[TA: I am already getting spammed by OASIS member orgs; why
does my email need to go to the entire membership (unless
I'm the discussion list leader)?
JB: How else can we prevent stealth TCs from being formed?]
. Discussion of TC formation shall begin on the list no sooner
than seven days after the announcement. More than one TC can
be formed from a discussion list. A list established to
discuss the formation of a TC under provisions of this section
shall automatically go out of existence 90 days after the call
for participation.
3. TC Formation
Any group of at least three individual OASIS members shall be
authorized to begin a TC by submitting to OASIS administration
the following items, written in English and provided in
electronic form as plain text:
- Name of the TC.
[TA: proposed name.]
- Statement of purpose, which must be germane to the mission
of OASIS.
- List of deliverables, with projected dates.
- Language in which the TC will conduct business.
- Date and time of the first meeting, and whether it will be
held in person or by phone.
- Proposed meeting schedule for the year following the
formation of the TC, or until the projected date of the
final deliverable, whichever comes first.
- Names, electronic mail addresses, and membership
affiliations of at least three individual OASIS members committed
to the stated meeting schedule.
- Name of the TC chair.
- Names of phone meeting sponsors, if any.
- Names of face-to-face meeting sponsors, if any.
No later than 15 days following the submission, OASIS
administration shall provide these materials to the membership
with a call for participation and an announcement of a first
meeting. At the same time, OASIS administration shall form
three electronic mail lists for the TC, namely a general list,
an announcement list, and a comment list, as described further
in the section titled "TC visibility," and the person named as
chair of the TC shall be given administrative control of these
lists.
4. First Meeting of a TC
The first meeting of a TC shall occur no less than 30 days
after the announcement in the case of a telephone meeting and
no less than 45 days after the announcement in the case of a
face-to-face meeting. Persons intending to participate in the
first meeting must register to attend no later than 15 days
prior to the event by notifying the person named as chair of
the new TC of their intention to attend the meeting. Every
individual OASIS member present at the first meeting of a TC
shall be initially a voting member of the TC.
The first meeting of a TC must occur at the place and time and
in the manner described in the announcement. Any initial
meeting whose time or location is changed and any initial phone
meeting that fails to grant access to every individual OASIS
member previously registering a desire to participate shall be
potentially invalid and subject to appeal as provided in the
section of this article titled "Appeals." [this subsumes
somewhat different language decided on earlier]
5. TC Membership
An individual OASIS member shall become a prospective member
of an existing TC by sending written notice of intention to
participate to the chair of the TC. Prospective membership
shall begin seven days after this notice is received. A
prospective member may attend face-to-face meetings as an
observer. A prospective member may attend phone meetings as an
observer at the discretion of the chair.
A prospective member of a TC shall become a voting member of
the TC immediately following the close of the third TC meeting
held during the period of prospective membership or after 60
days have elapsed following formal application to join the TC,
whichever comes first.
A transferred individual membership shall not automatically
confer TC membership upon the transferee.
6. Termination of TC Membership
Except as provided in the section of this article titled
"Leaves of Absence," membership in an OASIS TC shall be
terminated under the following conditions.
a. A member shall be warned by mail upon failure to attend
two out of every three successive meetings of the TC.
Membership shall be terminated if the member fails to attend
the next meeting following transmittal of the warning.
b. A member shall be warned by mail upon failure to return
80 percent of all mail ballots closing during any 90-day
period. Membership shall be terminated if the member fails
to return 80 percent of all mail ballots closing during the
90 days following transmittal of the warning.
Termination of membership in an OASIS TC shall automatically
end voting membership in any subcommittee directly or
indirectly created by that TC.
[TA: We need to provide for a member to resign, also. And
we probably need to deal with the case (which occurred
recently in regrep) in which no quorum can be found for
several successive meetings.]
7. Leaves of Absence
Every member of an OASIS TC shall be entitled to at least one
leave of absence per fiscal year. During a leave of absence, a
member shall be exempt from the participation criteria
specified in the section of this article titled "Termination of
TC Membership." A first leave of absence in any fiscal year
shall be obtained automatically upon application to the chair
of the TC.
A TC member who has already been granted a leave of absence
during a fiscal year may apply for a maximum of one additional
leave of absence during the same year, but a second leave of
absence in a fiscal year shall be granted only upon formal
resolution of the TC.
A member of a TC who has been granted a leave of absence shall
cease to be a member of the TC and all of its subcommittees for
the duration of the leave. However, membership in the TC and
membership in any still-existing subcommittee of the TC of
which the same person was a member at the beginning of the
leave shall resume when the leave ends.
[TA: I would be more comfortable with saying the the member
shall not count toward a quorum nor be able to vote; OASIS
might later add language about privileges of membership that
would depend unnecessarily on this para (e.g., right to
receive certain documents).]
The length of a leave of absence shall be specified in advance
and shall not exceed 45 days. A leave of absence shall begin
no earlier than seven days after the date upon which the
request was submitted to the chair of the TC and shall end on
the date specified, or at the beginning of the first TC meeting
or subcommittee meeting attended after the leave begins, or
upon transmittal of the first mail ballot returned after the
leave begins, whichever comes first. Time allocated for a
leave of absence but not used due to early resumption of
membership cannot be carried over into another leave.
8. TC Chairs
A TC chair may be removed by a vote of 2/3 of all the members
of the TC.
[TA: This is new to me and contra R, requiring much new
language. Not that I object to the general purpose.]
Vacancies in chairing a TC shall be filled by election from the
membership of the TC.
[TA: "Vacancies in chairing" should turn into a reference to
the chair.
What is the procedure for electing a new chairman? by what
margin? of all members of the TC or only those attending?
is the first order of business to elect a chairman pro tem?
must there then be a period of notice to the full membership
of the TC?
What happens if the TC cannot agree on a chairman pro tem?
who is responsible to notifying OASIS TC administration of
that occurrence?]
The same provisions regarding leaves of absence shall apply to
the chair of a TC as to the other members of a TC, except the
chair must notify both OASIS administration and the TC at least
30 days prior to any non-emergency leave of absence.
9. TC Visibility
[Pulling this section together was a lot harder than I thought.
Please read it carefully.]
All TC electronic mail lists shall be archived for the duration
of the corporation, and all TC mail archives shall be publicly
visible. Each TC shall be provided upon formation with a
general list, an announcement list, and a comment list.
Every individual OASIS member shall be able to subscribe to and post to
the general mailing list of any TC. The minutes of each TC
meeting shall be published to that TC's general list.
[TA: Um, no. The TC needs a list for its own debate, which
should not be postable-to by everyone.
JB: Yeah, this is what I meant by harder than I thought.
I'm not clear on exactly what we want here.]
Every individual OASIS member shall be able to subscribe to the
announcement list of a TC, but only the TC chair, or TC
secretary if such has been elected, shall be able to post to
it. To the announcement list of each TC shall be posted
notifications of every important change in the status of that
TC, such changes to include but not be limited to the
following
[TA: and coups against the chairman ... "status" needs more
definition. changes in membership?]
: TC formation; revision of purpose, deliverables, or meeting
schedule; publication of working drafts; publication of
committee specifications; calls for implementation; submission
of a specification as a proposed OASIS standard; approval or
rejection of a proposed standard; start or end of participation
in a joint committee; and closure of the TC.
The comment list of a TC shall be open to contributions from
every individual OASIS member, and may also be enabled to
accept comments from other groups or from the public at large
by resolution of the TC. TCs shall not be required to respond
to comments. [Can people receive mail from a comment list?
If so, what's to prevent it from becoming another general
discussion list?]
[TA: It should be the only list to which nonmembers of the
TC can post.]
10. TC Procedure
The operation of TCs shall be governed by Robert's Rules of
Order, as such rules may be revised from time to time, insofar
as such rules are not inconsistent with or in conflict with
these Bylaws, with the Articles of Incorporation of this
corporation, or with provisions of law.
Formal actions of TCs shall be governed by the same rules
regardless of the language in which the work is taking place.
[TA: I think we need to say that the bylaws override R, to
make it plainer.
JB: That's exactly the intent of the holy boilerplate in the
first para.]
11. TC Meetings
"TC meeting" shall be construed to include telephone
conferences and video conferences.
Any TC that fails to conduct at least one legal meeting during
a fiscal year shall cease to exist at the beginning of the
fiscal year immediately following.
[TA: "legal" has no force.]
12. TC Revision
A TC can revise its purpose, deliverables, or meeting schedule
by formal resolution; such changes shall be reported on the
TC's announcement list, and any revisable publicly visible
description (e.g., Web page) promulgated by the TC shall be
updated to reflect such changes.
[TA: "formal resolution" means "vote"?
I object to revision of purpose. A TC that doesn't want to
do what it was set up to do should cease to persist, and the
folks involved should start all over again.]
13. TC Voting
Every member of a TC has a single vote. Organizations do not vote
in TCs. Proxies shall not be allowed in TC voting.
The final approval of a committee specification shall require
at least 2/3 of the total membership of a TC voting to approve
and no more than 1/4 voting to disapprove.
14. Conduct of TC Business by Mail
[The next two paragraphs have been composed in light
of our dinner meetings of 2000.06.13-14.]
A TC may adopt a standing rule authorizing its chair to draft
resolutions pertaining to specific categories of routine
business directly related to the stated purpose of the TC and
to conduct votes on such resolutions by mail.
A TC may, by the approval of 2/3 of the members voting in a
meeting, allow the chair between that meeting and the next to
draft resolutions pertaining to specific subjects, to propose
such draft resolutions to the members of the TC for discussion
by mail, to entertain friendly amendments to such draft
resolutions and make such changes as shall seem most likely to
gain general assent of the members of the TC, to put such
resolutions as seem to have gained majority assent to the
members of the TC for a vote by mail, and to conduct votes on
such resolutions by mail.
The period allowed for voting by mail shall be five days,
unless the TC specifies a different voting period in the
resolution authorizing the vote or in standing rules governing
mail ballots. [This is a substantive issue remaining to be
resolved.]
"Mail" as the term is applied to the conduct of TCs shall be
construed to mean electronic mail.
15. TC Coordination
[Terry's comments on this section (already made in email) are
too extensive for me to include in this draft. I will depend
upon him to raise these points in our discussion.]
Coordination among TCs shall take place through the action of
voluntary joint committees (JCs).
The formation of a JC shall begin with the preparation of a JC
proposal. A JC proposal must meet all of the criteria for a TC
proposal, and it must in addition contain
- The date and time of the first meeting of the JC, such date
to be no less than 45 days and no more than one year from
the date of submission.
- A list of all the TCs that will cooperate in the work of the
JC.
- The name of at least one member from each of those TCs who
is committed to the purpose and meeting schedule of the JC.
No individual named in the proposal shall be allowed to
represent more than one TC in meeting this requirement.
Within 14 days of its submission, OASIS administration shall
convey the proposal to the chairs of all the TCs named in the
proposal and shall in addition copy the proposal to the
announcement lists of those TCs. Each of the TCs shall then
have until 30 days before the date set in the proposal for the
first JC meeting to appoint a liaison subcommittee, the members
of which are thereby empowered to participate in the JC
described in the proposal. The appointment of liaison
subcommittees shall be governed by the same rules that apply to
the appointment of ordinary TC subcommittees. [Is the last
sentence necessary?]
Upon the appointment of liaison subcommittees by all of the TCs
named in the proposal, OASIS shall create a mailing list for
the new JC and shall announce its formation to the membership,
but for informational purposes only and not as a call for
participation.
The voting members of a newly created JC shall be those OASIS
members who (a) have been appointed to a liaison subcommittee
created for this purpose by one of the TCs cooperating in the
JC, (b) individually register their intention to attend the
first meeting of the JC by sending mail no later than 14 days
preceding the meeting to the chair of the JC, and (c) attend
the first meeting of the JC.
The first meeting of a JC shall not be called to order until at
least one member from each liaison subcommittee appointed to
participate in the JC is present at the meeting. If this
requirement is not met by the end of the time scheduled for the
first meeting, then the JC shall cease to exist, and OASIS
administration shall close its mailing list. No person shall
be counted as representing more than one TC for purposes of
this requirement.
Membership in a JC after its first meeting shall be governed by
the same rules governing membership in a TC, with the added
requirement that any prospective member of a JC must first be a
member of a liaison subcommittee appointed for this purpose by
one of the cooperating TCs.
Except as provided in this section, all of the provisions for
meetings, membership, termination of membership, and leaves of
absence that apply to members of TCs shall apply equally to
JCs, with the added requirement that warnings of termination of
membership shall be copied to the chairs of TCs contributing a
member to the JC as well as to the affected member.
The membership of a person in a JC shall terminate if that
person resigns from the JC, fails to meet the generic
participation requirements of JCs and TCs, or ceases to be a
member of any of the liaison subcommittees participating in the
JC.
If termination of membership in a JC causes a still existing
TC's contribution of voting members to that JC to fall to zero,
the chair of the JC shall, within 14 days following the
termination of membership, notify OASIS and the chair of the
formerly participating TC that the TC is in breach of its
obligation to contribute to the work of the JC. The TC shall
have 90 days following this notice to appoint a new liaison
subcommittee, whose members shall become prospective members of
the JC. If none of those prospective members fulfills the
requirements for participation in the JC, the attempt to create
a liaison subcommittee shall be declared a failure.
If a still-existing TC in breach of its obligation to
contribute to a JC fails to appoint a liaison subcommittee
within the time stated, then all activities and mailing lists
of that JC shall cease until its successor, if any, can be
organized according to the provisions for starting a JC.
If one or more TCs participating in a JC cease to exist but
more than one TC remains, the chair of the JC shall so inform
OASIS administration, and the remaining TCs after notice from
OASIS administration shall have 30 days thereafter to adopt a
joint resolution agreeing to carry on the work of the JC
without requalifying its members. If they fail to adopt such a
resolution, the JC shall cease to exist.
A TC shall have no obligation to abide by any decision arrived
at in a JC to which it contributes membership. The business of
a JC to which a TC contributes membership shall be imparted to
the TC through reports from the chair of its liaison
subcommittee. Such reports shall have the same force and shall
be made, received, and acted upon in the same manner as reports
from any other subcommittee of the TC.
A TC shall be added to or removed from the set of TCs
contributing to a JC only upon joint resolution of all of the
participating TCs.
16. Appeals
[This is all new language; the only thing we approved earlier
was: "OASIS shall be responsible for certifying compliance with
procedural and technical criteria." The language proposed here
uses some bits and pieces loosely adapted from NCITS
procedures.]
Any group of three or more individual OASIS members who believe that an
action taken or not taken is in violation of the procedures set
forth in these Bylaws or specified by the board of directors of
the corporation may appeal such action or inaction to OASIS
administration. Appellants shall file a formal complaint
within thirty days of the action being appealed or at any time
with respect to an inaction. The complaint shall state the
nature of the objection(s), including any direct and material
adverse effects upon the appellants; the section(s) of these
Bylaws or of the board resolution(s) at issue; the actions or
inactions at issue; and the specific remedial action(s) that
would satisfy the appellants' concerns. Previous efforts to
resolve the objection(s) and the outcome of each shall be
noted.
Within 30 days of receipt of the complaint, OASIS
administration shall respond to the appellants, addressing each
allegation of fact in the complaint to the extent of the
administration's knowledge. If the appellants and the
administration are unable to resolve the complaint informally
within 15 days following the response, the administration shall
schedule a formal hearing before the OASIS board of directors
at the next regular board meeting.
In a hearing before the board, appellants shall have the burden
of demonstrating adverse effects, improper action or inaction,
and the efficacy of the requested remedial action. The board
shall render its decision within 30 days. The decision of the
board shall be final.
The board shall have the authority to order such remedial
action as may be necessary to remedy a complaint brought under
this procedure and found to be valid.
17. Application to Existing TCs
OASIS TCs created previous to the adoption of this article
shall become TCs as defined herein upon adoption of this
article, and their members at the time this article is adopted
shall become members of their respective TCs as if each TC had
been created according to the provisions of this article.
Advisory committees created previously to authorize such TCs
shall cease to exist upon adoption of this article.
[TA: No, they already are TCs, they can't now become them.
"This article applies to TCs established before adoption of
this article."]
==================================================================
Article 15. Standards
1. Definitions
The definitions given in Article 14 Section 1 shall apply
within this article.
[TA: I hope any definition anywhere in the bylaws applies
passim.]
2. Standards Process
A technical committee (TC) as defined in Article 14 of these
bylaws that has approved and published a committee
specification may simultaneously or at some later time
recommend that the specification be made an OASIS standard.
Upon resolution of the TC to move the specification forward,
its chair shall submit the following items to OASIS:
a. A formal specification that is a valid member of its
type.
[TA: Here's "formal" again. Read in sequence, it would
make sense to say, "that specification, which must be a
valid ..."]
b. Appropriate documentation for the specification, written
in the language of reference.
[TA: "language of reference" isn't previously defined.
Must it be the language in which the TC agreed to work?
Why do we care what language the documentation is in?
(seriously!)]
c. A clear English-language summary of the specification.
d. Certification by at least three OASIS member
organizations that they are successfully using the
specification.
e. An account of votes and comments received in any earlier
attempts to standardize substantially the same
specification, together with the originating TC's
response to each comment.
[TA: If that TC wasn't the same one now submitting, this
item should be satisfied by a pointer.]
f. A pointer to the publicly visible comments archive for
the originating TC.
[WE NEED LANGUAGE HERE FOR IPR; ACTION ITEM FOR TA]
Thirty days shall be allowed for administrative processing of a
proposed standard. The proposal shall be submitted to the
OASIS membership for review at the beginning of the fiscal
quarter immediately following the 30 days allocated for
administrative review. At the beginning of the next fiscal
quarter, the proposal shall be submitted to the voting members
of OASIS, who shall have thirty days to return a ballot
approving or disapproving the proposal.
The TC that originated the specification may, by formal
resolution, withdraw the proposed specification at any point
after it is submitted to OASIS for administrative processing
and before the end of the voting period.
In votes upon proposed OASIS standards, every OASIS member
organization shall be entitled to cast one vote. Individual
OASIS members (whether the membership is transferable or
non-transferable) shall not be entitled to vote in the approval
of OASIS standards. [new language:] Votes shall be cast by
sending electronic mail to a publicly archived list created for
this purpose. Votes may be changed up until the end of the
voting period.
[TA: Who casts the vote on behalf of a member org?
(consider the chaos that could result if different
individuals tried to change each other's votes ...)]
The results of a vote on a proposed standard shall be provided
to the membership and to the TC no later than seven days
following the close of the voting period.
If at the end of the voting period at least 10 percent of the
voting membership has voted to approve the proposed standard,
then
a. If no votes have been cast to disapprove the proposed
standard, it shall become an OASIS standard immediately
following the end of the voting period.
b. If negative votes amounting to less than 10 percent of the
voting membership have been cast, the negative votes and
accompanying comments, if any, shall be forwarded to the
originating TC for consideration. After notification of the
results, the TC shall have 30 days to take one of the
following actions by formal resolution:
1. direct OASIS to approve the specification as submitted
despite the negative votes, or
[TA: "direct"? how about "request".]
2. withdraw the submission entirely, or
[TA: "direct"? how about "request".]
3. submit an amended specification, in which case the
amended submission shall be considered as if it were a
new submission, except that information regarding
previous votes and any disposition of comments received
in previous votes shall accompany the amended submission.
If at the end of the voting period less than 10 percent of the
voting membership has voted to approve the proposed standard,
or if at the end of the voting period 10 percent or more of the
voting membership has voted to disapprove the proposed
standard, or if the orginating TC upon notification of negative
votes takes no formal action within the 30 days allocated for
consideration of the results, then the specification shall not
become an OASIS standard. This shall not prevent the same or
similar specification from being submitted again.
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