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

["Michael DeNicola" <MDeNicola@us.fujitsu.com>]

Eduardo,

 

Again, thanks for you input and questions.

 

Let me begin by saying that this is a proposal to the Board that has not been discussed at a Board Meeting nor approved by the Board. Some of the changes you suggest might well become reality.

 

As to why only elected Directors should be considered for Officers, it's not a question of qualification, but two things come to mind:

 

1) There are some Board Members who feel strongly that the Membership alone should decide who the Directors are. If that is the direction we will take, then why should a Director that was not elected by the Membership be allowed to become an Officer of OASIS?

 

2) In my mind, a Director appointed by the Board, is filling a vacancy on the Board until the Membership can elect a Director. If this is Director is in a "temporary" or short-term situation, IMHO it would be very disruptive to the organization for him/her to be an Officer for a "temporary" or short period of time.

 

As to why this amendment is being considered, item "1" above is one reason. One can expand that reasoning to become: "If the Membership didn't elect the person to the Board, then the Membership doesn't want that person running the organization in any capacity."

 

I cannot explain to you how strongly several Board Members feel about restricting the powers of the Board. Possibly one of them will comment to your question.

 

A second reason is, when we did have an Officer who was not a Director there were some Board Members who felt that the Officer should not participate in the complete Board Meetings; but rather be treated like OASIS Staff --- be in the Board Meeting to give a report, answer questions, then leave. This created an awkward situation. Thank you for not enforcing the proposal.

 

I will be happy to introduce your comments and proposed rewording of the amendment into the Board discussion. They are worthy of consideration.

 

Thank you,

Mike DeNicola

 

 

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From: Eduardo.Gutentag@Sun.COM [mailto:Eduardo.Gutentag@Sun.COM]
Sent: Thursday, March 11, 2010 11:40 AM
To: Michael DeNicola
Cc: oasis-board-comment@lists.oasis-open.org
Subject: Re: [oasis-board-comment] Proposed changes to the OASIS Bylaws

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?

  

-- 
Eduardo Gutentag        |    e-mail: eduardo.gutentag@Sun.COM
                        |    Phone:  +1 510 550 4616 (internal x31442)