On 07/09/2010 04:19 PM, Michael DeNicola wrote:
0D4373E9E1236F42AB63FD6B5B306AA30178BB44@SV-EXCHANGE.fjcs.net"
type="cite">
Eduardo,
Thanks for your
feedback.
You're welcome. Any time.
0D4373E9E1236F42AB63FD6B5B306AA30178BB44@SV-EXCHANGE.fjcs.net"
type="cite">
I think your
suggestion is the correct way of meeting our intention. I
will pass this by our distinguished legal counsel (Jamie)
and get his ruling.
Regards,
Mike
Mike,
As regards Article 3 Section 15, the proposed addition of "which
may be in electronic form" qualifies "such authority", which
relates to the stated "certificate or other document...shall
state...that the Bylaws of this corporation authorize the
Directors to so act". In other words, the proposed change simply
allows "Any certificate or other document filed under any
provision of law" to be electronic. Which is fine, but my
recollection of past conversations in the Board indicates that
the original intent was to allow Directors to simply send an
email expressing their consent to a Board action without a
meeting, instead of faxing or snail-mailing such documents. So
if that is the intention of this modification of the Bylaws,
then the modification should be the addition of "which may be in
electronic form" after "Such written consent or consents" in the
second sentence, thus:
Section 15. Action by Unanimous Written Consent
Without Meeting
Any action required or permitted to be taken by
the Board under any provision of law may be taken without a
meeting, if all members of the Board shall individually or
collectively consent in writing to such action. Such written
consent or consents, which may be in electronic form, shall be filed with the minutes of the proceedings of
the Board. Such action by written consent shall have the same
force and effect as the unanimous vote of the Directors. Any
certificate or other document filed under any provision of law
which relates to action so taken shall state that the action was
taken by unanimous written consent of the Board without a
meeting and that the Bylaws of this corporation authorize the
Directors to so act, and such statement shall be prima facie
evidence of such authority
Of course, nothing precludes the addition of "which may be in
electronic form" also at the end of the paragraph.
On 07/09/2010 09:14 AM, Michael DeNicola wrote:
Please, let me start over;
hopefully, getting it right this time. I think my previous
emails should have been stated as motions rather than
resolutions.
During the Governance
Committee Report at the Board Meeting on July
28-29, 2010, I will ask the Board to
vote on the following motions:
MOTION 2010-07-28.xx, The
Board approves the change to Article 3 Section 15 of the
OASIS Bylaws as proposed in the document "ARTICLE 3 Section 15
Proposed Change.pdf". The change will
be proposed for
implementation when the Board agrees it has
completed the current set of changes to the
Bylaws.
MOTION 2010-07-28.yy, The
Board approves the changes to Article 3
Section 1
and Article 3 Section 17(b) of
the OASIS
Bylaws
as proposed in the document "Proposed
Changes re Multiple Directors.pdf".
The changes will be proposed for
implementation when the Board agrees it
has completed the current set of changes
to the Bylaws.
MOTION 2010-07-28.zz, The
Board agrees it has completed the
current set of changes to the Bylaws and
approves the release of all Board approved
OASIS Bylaws changes to the Membership
for review and vote.
Thank you
for your patience.
Mike
DeNicola
Chair,
Governance Committee
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--
Eduardo Gutentag
Director, Standards Strategy & Policy
Oracle Corporate Architecture Group
Phone: +1 510 550 4616
Fax: +1 510 550 4616
SMS: +1 510 681 6540
--
Eduardo Gutentag
Director, Standards Strategy & Policy
Oracle Corporate Architecture Group
Phone: +1 510 550 4616
Fax: +1 510 550 4616
SMS: +1 510 681 6540
|