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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. Patrick -----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 Michael, 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 corporation". 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. Thanks, 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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