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Subject: Fwd: OMF bylaws change proposal for review

 FYI to the OODF "board" list & team for archiving. Still non-public so far.
 Scott and Chet, my current thinking is that work obviously is needed -- but we don't have enough clarity from OMF yet to project outcomes. Personally I think several huddles with Jascha/ team likely will be needed, some but not all of which are the financial chats you (Scott) already mentioned that you're having.
ÂÂÂ Note he wants his Board to act in mid-March ... but that's pretty tight, in terms of increased we-know-whats-going-on, before officially we react to the likely (but not yet official) amendment proposal,
 Feel free to chime into the thread, and tell Jascha that Jamie is all wrong about whatever. It's all prelim at this point. More internal comments coming on Slack.Â

ÂÂÂ James Bryce Clark, General Counsel, OASIS Open, setting the standard for open collaboration

---------- Forwarded message ---------
From: Jamie Clark <jamie.clark@oasis-open.org>
Date: Mon, Feb 22, 2021 at 1:20 PM
Subject: Re: OMF bylaws change proposal for review
To: Jascha Franklin-Hodge <jascha@openmobilityfoundation.org>
Cc: Scott McGrath <scott.mcgrath@oasis-open.org>, Chet Ensign <chet.ensign@oasis-open.org>

ÂÂÂ Apologies, Jascha, on this one, I had hoped to hook up with Scott before replying, and we're in a run up to a Board meeting tomorrow -- and sort of doing CoolRunnings-sledding-style** prep, with a few people out sick.
1) Introduce the concept of voluntary donations by public members (in lieu of any required dues)
2) Eliminate the core/non-core expense distinction and the related segregation of non-public member dues.

 I will reply in any case by Thursday COB, and earlier if possible, with something more thoughtfully worded, suitable for being shared around if you wish, though Scott may have more. However, not to keep anyone in suspense, let me informally share what came to mind:
  • High-level:Â Obviously, we're informally likely to be OK within any scaling up, down or sideways that your Board wishes to do, as long as it doesn't project a deficit, or cross one of our other very few red lines (like nonprofit status or breaching contracts).
  • I don't expect many LEGAL problems with changing to a voluntary donations scheme, although obviously (as you noted by poking your draft) that changes the basis for board elections, and thus control of the company. Scott might have some more thoughts about what kinds of incentives or control systems we've found (in a few dozen projects like this, over time) seem to help incentivize donations.
  • On the CORE distinction, it was, I think, designed explicitly to shield municipalities from some concerns about how "noncore" dues from commercial participants were used. If the Board (and particularly the cities) don't care, we probably don't care -- other than to make sure that any promises about funds segregation that were made are kept until they're clearly revised and disclosed.Â
  • I have less to say about the FINANCIAL plans implied here, other than to note our need (led by Scott) to understand what recurring obligations (for website, employment, whatever, etc). are planned to change, or gracefully degrade, and howand broad-brush issues about board/membership health and the basis for revised projections.
  • We also have a special concern to make sure that all GRANT OBLIGATIONS are met or adequately interpreted, so we don't take any black marks on that score card. So that topic might result in a separate request for a huddle at some point.
All of this is preliminary, and subject to revision by smarter folks than me. This is not an official position yet. Comments or pushback welcome. We're eager to help you manage this to a satisfactory outcome if we at all can.Â
Kind regards Jamie

** In fairness I should note that Scott's daughter is an Olympic-class luger and maybe COULD drive a bobsled short-handed. Possibly not so much Scott, Chet or me, even though we were all raised in snow.

On Mon, Feb 22, 2021 Jascha Franklin-Hodge <jascha@openmobilityfoundation.org> wrote:
Hi, Jamie.

Just following up on this. Let me know if you have any thoughts.Â


Jascha Franklin-Hodge
Executive Director

On Tue, Feb 16, 2021 at 12:34 PM, Jascha Franklin-Hodge <jascha@openmobilityfoundation.org> wrote:
Hi, Jamie.

In light of budgeting challenges, we are going to propose two changes to the OMF bylaws:

1) Introduce the concept of voluntary donations by public members (in lieu of any required dues)

2) Eliminate the core/non-core expense distinction and the related segregation of non-public member dues.

I have taken the liberty of drafting the attached amendments to the bylaws that would accomplish these two goals. I would like to share with the Board of Directors next week, in advance of our upcoming meeting. I would appreciate it if you could review before then and provide any feedback on these changes.


Jascha Franklin-Hodge
Executive Director

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