Re: [oodf-board] Proposal to form Samvera FaaS

[Jamie Clark <jamie.clark@oasis-open.org>]

ÂÂÂ There is no corporate formation state registration filing needed for a series.Â

 Same deal as last time. We create it by us (OODF LLC) executing and keeping a copy of the finalized Series Agreement, and notifying the Samvera folks. So we control timing. We put a minutes note in the LLC records that its managers approved the creation. That's it.

 Also FWIW people prepare and sign forms of transfers to a thing, all the time, before the thing opens ... effective as of that opening ... that's how a few billion dollars US of M&A is done every year :) JBC

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

On Tue, Mar 23, 2021 at 1:40 PM Scott McGrath <scott.mcgrath@oasis-open.org> wrote:

How can we transfer the relationshipÂto the entity before the entity is formed? Or by "opened" do you meanÂpubliclyÂlaunched?

On Tue, Mar 23, 2021 at 4:36 PM Jamie Clark <jamie.clark@oasis-open.org> wrote:

ÂÂÂ Scott:Â Congrats.

 Reminder: we need to have an assignment / transfer of some kind of the Emory MoU as a precondition to opening. Let me know if I should talk to someone or draft something short.

 There probably are a few other post-OASIS-Board items on the Samvera FaaS launch path, before the series is declared open by us. I suspect Chet and I can just watch those whiz by, simply by watching [oodf-board]. Let me know if you need help though please.

ÂÂÂÂ cheers Jamie

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

---------- Forwarded message ---------
From: Scott McGrath <scott.mcgrath@oasis-open.org>
Date: Wed, Mar 17, 2021 at 11:25 AM
Subject: [oodf-board] Proposal to form Samvera FaaS
To: Board Plus <board-plus@lists.oasis-open.org>
Cc: <oodf-board@lists.oasis-open.org>, BizDev Group <staff-bizdev@lists.oasis-open.org>

Board members,

The OODFÂBoard of Managers have approved the submission of the attachedÂproposal to form the Samvera Foundation as a Series of OASIS Open Development Foundation, LLC

This proposal is presented under the OASIS Open Foundation Operating Rules which defineÂthe process for forming a series foundation. https://www.oasis-open.org/policies-guidelines/foundation-as-a-service/#initiation

These rules allow the OASIS Open Board 15 days to object to this proposal once it is transmitted here. Alternatively, the Board may move to accept the proposal - effectively ending the review process and signalling the Board's support of the proposal directly. We prefer the latter.

With the availability of the upcoming Board meeting, I have asked the Executive Committee to allow consideration of the attached proposal and the following motion:

The OASIS Open Board moves to accept the formation of the Samvera Foundation to be formally known as OASIS Open Development Foundation, LLC, Samvera Foundation Series under the proposal posted atÂhttps://www.oasis-open.org/apps/org/workgroup/board-plus/download.php/68402

Â

As you review this proposal in preparation of considering the above motion, the staff welcomes your email discussion so we can be prepared for a swift and confident vote next week,

Thanks!

Scott...Â

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ScottÂMcGrath

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