Re: [draft] OMF proposed minor Bylaws changes (no action needed unless y

Subject: Re: [draft] OMF proposed minor Bylaws changes (no action needed unless you object)

On Tue, Feb 23, 2021 at 5:33 AM Jamie Clark <jamie.clark@oasis-open.org> wrote:

DRAFT THAT I PLAN TO SEND TO OASIS BOARD THIS MORNING

Scott and Chet:
Note, this is about the first set of OMF Bylaws changes, circulated to you as drafts earlier.Â I suggested they were minor process timeline changes, and we should encourage their approval without needing debate.Â You had no objections, so I assume you agree, but please pipe up, if not.
OMF is likely to propose additional, larger-scale bylaws changes, within the next month or two, to address its basic budget and pay-to-play issues.Â But this set of minor tweaks is unrelated to that.Â This week you received a copy of my prelim notes to Jascha on that "big game" proposed -- which is separate from the minor one addressed by this message.

DRAFT STARTS HERE

Dear OASIS Open Board:
Open Mobility Foundation has asked that we ratify a minor proposed OMF bylaws change.Â The proposal itself is attached.

Substance summary: ÂThese proposed rules, which the OMF board has adopted, would shorten the internal review periods among OMF technical groups for proposed final outputs. Â18 months of experience has led them to conclude that they can use shorter review periods for consensus than their rather long current (e.g., 75 day) minimums.

Process summary:Â Our Foundation-as-a-Service process provides that notice of proposed foundation Bylaws changes must be given to this OASIS board, followed by a period during which objections can be raised.Â More info on this process is provided below. Â No action is required today; Âinstead, this is a 15-day open call for objections from the OASIS Open directors.Â If there are no objections, then OASIS Open Development Foundation, our wholly-controlled "Host LLC" intermediate body that hosts all Foundations, will simply approve the proposed bylaws changes.Â However, if two or more OASIS Open directors object to this change, we will bring it to a future OASIS Board meeting as an action item.Â (That process mirrors the initial OASIS Open Board review process for each Foundation bylaws that occurs at launch, also cited belowÂ Our design concept in 2018 was that we usually should give deference to each hosted foundation's desires, as long as liability or significant flaws are not created.

Proposal: ÂStaff believes this is a reasonable and innocuous minor change, responding to OMF's own process experience, and suggests that it can be safely accepted without objection.

Please let Scott, Chet or myself (the Host LLC managers) know, if you have any questions, or raise them on the [board-plus] list if you wish.Â We will send out another reminder call for objections, close to the end of the 15 day deadline.

Regards Jamie

Background References and details:

1.Â The current proposal for OMF bylaws changes is attached.
2.Â The current OMF Bylaws (proposed to be amended) are posted here:Â https://github.com/openmobilityfoundation/governance/raw/main/documents/OMF-Bylaws-CURRENT.pdf
3.Â More general info on OMF for those unfamiliar:
Process and operations:Â https://www.openmobilityfoundation.org/faq/
Current technical work:Â https://www.openmobilityfoundation.org/learn/
4.Â OASIS Open's original 2019-04-18 approval package for the OMF and Bylaws:
https://www.oasis-open.org/apps/org/workgroup/board-plus/download.php/65106/TMF-proposal-package.zip

5.Â Our Foundation as a Service rules, which control bylaws approvals and amendments, are posted as OASIS policies here: https://www.oasis-open.org/policies-guidelines/foundation-as-a-service/
ÂÂÂ 5a.Â (Quoting Section 6 of those rules, on amendments to FaaS bylaws)Â
"Changes to the Foundation Bylaws also shall be notified to the OASIS Board, and reviewed and subject to the same objection and consent procedure as applies to the initial Bylaws."
ÂÂÂÂ 5b.Â (Quoting Section 5 of those rules, on original FaaS proposal approvals, including initial bylaws)Â
"The recommendation of the Host LLC Managers, the Feasibility Summary, and the Foundation Proposal (the âReview Packageâ), are transmitted to the OASIS Board, on a confidential basis. Foundation Proposals proceed in one of the following ways:
If the Host LLC does not recommend approval, the Foundation Proposal is provided to the OASIS Board for information but requires no further action.
If the Host LLC recommends approval, but two or more OASIS Board members object to the Review Package within 15 days in writing to the Host LLC Managers, then the OASIS Board may act to accept, reject, or place conditions on the proposal. The Board will communicate its decision, together with its reasoning, to the Foundation Proposers and the Host LLC Managers within 30 days after the objections are made, or else the Host LLC may move to form the Foundation.
If the Host LLC recommends the proposal, and the OASIS Board approves the Review Package without objections as described above, the Host LLC will accept the proposal, open a new legal series and initiate the Foundation. Acceptance by the Host LLC and initiation of the Foundation must be consistent with the statements in the Review Package and comply with any conditions imposed by the OASIS Board.
Review of Foundation Proposals by OASIS and the Host LLC are intended to confirm feasibility and conformance to applicable laws, the stated purposes of OASIS, and the requirements and procedures described in these Operating Rules; they are not an assessment, critique, or endorsement of the proposed Foundationâs technical merits or goals."

DRAFT ENDS

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

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