RE: [board-agenda] July 28-29 OASIS Board Meeting

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

Eduardo,

 

You'll be pleased to know that at its meeting on July 28, the Board approved the change to Article 3 Section 15 of the Bylaws with the wording that you suggested.

 

Thank you for your help.

 

Regards,

Mike DeNicola

---

From: Eduardo Gutentag [mailto:eduardo.gutentag@oracle.com]
Sent: Friday, July 09, 2010 3:22 PM
To: oasis-board-comment@lists.oasis-open.org
Cc: Michael DeNicola; board-agenda@lists.oasis-open.org; Frederick.Hirsch@nokia.com
Subject: Re: [board-agenda] July 28-29 OASIS Board Meeting

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