Re: [oasis-board-comment] Proposed changes to the OASIS Bylaws

[Eduardo Gutentag <Eduardo.Gutentag@Sun.COM>]

Mike, thanks for the clarification, this indeed explains the proposed language.

May I now ask why are potential non-elected, Board appointed Directors excluded from the possibility of being officers? One would expect that appointed Directors are as qualified as elected ones.

If upon further reflection the Board were to conclude that there may not be a good reason for that exclusion, may I suggest that instead of the proposed amendment, the following be considered?

"Officers shall be elected by the Board, at any time, from amongst its members, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first."

[But I have to confess that I'm still puzzled by what could be the rationale for this whole amendment. As you know, in the past the Board appointed a well qualified non-Director as an officer, with (as far as I can remember) good results. So I'm puzzled. You don't have to explain, of course, but I think such restriction on the powers of the Board should have a clear motivation.]


On 03/11/2010 09:24 AM, Michael DeNicola wrote:

0D4373E9E1236F42AB63FD6B5B306AA3015923F6@SV-EXCHANGE.fjcs.net" type="cite">

Eduardo,

Good question. Thanks for asking.

Currently there are two ways to become a Director: 
1) Be elected by the Membership
2) Be appointed by the Board to fill a vacancy

The reason for "duly elected" is to prohibit a Director who is appointed
by the Board from being an Officer of OASIS. 

The reason for "duly" is it just seems like a more legal way to write
it. Would I object to just "elected", "No". But I do ask, what is wrong
with prohibiting something even if it has never happened yet?

Regards,
Mike

-----Original Message-----
From: Eduardo.Gutentag@Sun.COM [mailto:Eduardo.Gutentag@Sun.COM] 
Sent: Wednesday, March 10, 2010 1:31 PM
To: oasis-board-comment@lists.oasis-open.org
Subject: [oasis-board-comment] Proposed changes to the OASIS Bylaws

Regarding the proposed changes to Section 2 of Article 4, have there
ever been, are there now, or will there ever be unduly elected members
of the Board of Directors? Or duly non-elected members of the Board of
Directors? What is the reasoning behind the qualification of members of
the Board of Directors as "duly elected" in the proposed change?

  

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Eduardo Gutentag        |    e-mail: eduardo.gutentag@Sun.COM
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