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Subject: FW: [board-agenda] Agenda 2010-03-18 - Proposed Bylaws Changes

Re-posting for the 3rd time;
Michael, please confirm if you receive this email.

-----Original Message-----
From: Patrick Gannon [mailto:pgannon@warningsystems.com] 
Sent: Thursday, March 11, 2010 12:27 PM
To: 'Michael DeNicola'
Cc: 'oasis-board-comment@lists.oasis-open.org'; 'Frederick Hirsch'
Subject: RE: [board-agenda] Agenda 2010-03-18 - Proposed Bylaws Changes


Thank you for providing this information for OASIS Members to review prior
to the Board call on Mar 18.  Following is feedback to these two proposed
changes to the OASIS Bylaws.

Regarding the proposed change to Bylaws ARTICLE 3, Section 17 Election; this
appears to change a long-standing capability that OASIS has had that allowed
an OASIS Member to nominate a person to serve on the OASIS Board who was not
a current OASIS Member.  While I am not aware that any non-Member has ever
been nominated, it was a provision that allowed OASIS Members great latitude
in determining who they could vote for to serve on their Board.  There were
occasions in the past when non-Members were approached to consider being
nominated to run for a Board position.  This was seen as a way to broaden
the visibility of the organization and to reach out to countries or industry
sectors that were deemed important for the future growth of OASIS.  A
specific case occurred in the past when an invitation to be nominated was
made to a senior person working within a governmental/non-profit
organization in another country, who could provide valuable insight, but
whose organization was unable to join OASIS.  I would not want to see this
provision that currently allows OASIS Members to nominate anyone, and for
the OASIS Members to vote for any nominee, to be taken away.  

Regarding the proposed change to Bylaws ARTICLE 4, Section 2, Qualification,
Election and Term of Office; this also appears to be a Bylaws change that
would significantly change who could serve in a leadership capacity for the
OASIS organization.  The current text "Any person may serve as officer of
the corporation" has been a long-standing capability, although I am not
aware that it has ever been used.  As long as the Board retains the
capability to appoint any person as an advisor to serve on any Board
committee, I do not see a problem with this proposed change.  However, other
OASIS Members may object and should be able to approve or disapprove as
noted below.

If there are specific issues that have arisen which prompt the OASIS Board
to consider these changes, then it would also be helpful for Members to be
informed as to the need for these proposed changes.

These comments above as those of one Member of OASIS.  All other OASIS
Members should have the right to review and approve or disapprove these
important Bylaws changes through a Membership vote.  These proposed changes
significantly affect the election of Directors and thus would "materially
and adversely affect the rights of members in regard to voting" for Board
Directors; so that according to the Bylaws ARTICLE 9 AMENDMENT OF BYLAWS,
such changes to these Bylaws require "approval of the voting members of this

Again, I really appreciate the openness of the Board to keep members
informed and to solicit member feedback.  This level of openness and
transparency reflects well on the OASIS Board.  Please continue to keep
OASIS Members informed on these Bylaws changes.

Best regards,

Patrick Gannon
President & COO
Warning Systems, Inc.
+1 256 880 8702 x104  (office)
+1 256 468 4055  (mobile)

-----Original Message-----
From: Michael DeNicola [mailto:MDeNicola@us.fujitsu.com] 
Sent: Wednesday, March 10, 2010 1:19 PM
To: Frederick Hirsch; board-agenda@lists.oasis-open.org
Subject: RE: [board-agenda] Agenda 2010-03-18

Attached are two proposed changes to the OASIS Bylaws from the Governance
Committee for Board discussion and vote at their March 18 meeting. They are
covered under the Governance Committee Report.

Please add these to the Board Meeting materials and distribute accordingly.

Mike DeNicola

-----Original Message-----
From: Frederick Hirsch [mailto:frederick.hirsch@nokia.com]
Sent: Sunday, March 07, 2010 5:30 AM
To: board-agenda@lists.oasis-open.org
Cc: Frederick Hirsch
Subject: [board-agenda] Agenda 2010-03-18

Attached is the Board agenda for the teleconference on  2010-03-18.  
This has been reviewed by the Board Executive Committee.
regards, Frederick

Frederick Hirsch, Nokia
Secretary, OASIS Board of Directors

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