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

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

Patrick,

Yes, I have received your email. Thank you for providing valuable
feedback to the Board regarding the proposed Bylaws changes. Your points
will become part of the Board discussion on these proposals.

While I cannot speak for the Board or the Committee, here is my
understanding of the reasons for these proposals:

Regarding the proposed changes to Article 3: the Committee felt OASIS
should restrict Board membership to OASIS Members, because by joining
the organization, individuals or organizations show that they have an
understanding of what OASIS does and want to actively participate in its
activities. In no way does the proposal restrict the OASIS Members
ability to vote for any nominee. 

Regarding the proposed changes to Article 4: they do not change the
capability of the Board to appoint any person as an Advisor to serve on
any Board Committee. They simply require that the Officers of OASIS be
elected by the Board from the Board Members that were elected by the
OASIS Members; thereby assuring OASIS Members have a say in who the
Officers of OASIS are.

Thanks again,
Mike DeNicola

-----Original Message-----
From: Patrick Gannon [mailto:pgannon@warningsystems.com] 
Sent: Tuesday, March 16, 2010 6:34 AM
To: oasis-board-comment@lists.oasis-open.org; Michael DeNicola
Cc: 'Frederick Hirsch'
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