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Subject: workprocess - bylaw editorial notes
I haven't yet read Jon's exigesis but while reading the bylaws made some editorial notes. Most are copy edits, some reflect apparent conflicts, a few are policy questions. I'm posting this just for completeness; perhaps Jon has already covered some of these items. regards, Terry Bylaws - editorial notes Art 2 prelim, the 2 paras beginning "OASIS" exhibit 3 styles of comma usage (series, omit-the-last-one, and forget-'em-all); the same problem recurs passim. last para of Art 2 prelim, when did OASIS decide to establish guidelines for an implementation framework? are we in fact doing this? how? Art 2 Sect 5, a, mentions "compensation paid to a director as director", yet this is forbidden in Sect 4. Art 2 Sect 11, first line, change "notice" to "noticed". This section doesn't indicate whether a director not present can "sign" e-mail. Ditto Sect 15, Sect 17, c, Sect 18 b, and so on. Art 2 Sect 17, a. Hasn't this been changed to annual half-elections? Art 2 Sect 17, c, last sentence. I read this as meaning that if there are to be 8 board members and two nominees are tied for 8th place, neither wins. Is that what's intended? I don't see any provision that a Director or Officer be a member or an employee of a member; Art 4 Sect 2 says quite the reverse. Is this intended? Art 4 Sect 6, "If applicable" seems to have no force aside from changing the force of "shall" to "may". I presume that what's intended is that the President shall preside unless he chooses not to. But compare Art 13 Sect 8. Art 5 Sect 1, g, delete the last "the". Art 7 Sect 2, the Corporate Seal is, it seems, merely affectation, except that such affectation must be kept in Pennsylvania. However, Art 4 Sect 8 d requires the Secretary to see that the seal if affixed, which this section says isn't necessary. Art 7 Sect 6 e, last para, requires distribution of the annual report once annual income passes $25,000. Surely we're there already; has this distribution ever occurred? Art 7 Sect 7, first 3 paras, the points a and b are worded faultily; the "in which" at the end of the first para is dangling. The para after b is similarly garbled. And the penultimate para is at least missing an "and". The problems here concern a most important facility, amending the bylaws, and needs fixing urgently, as Art 10 Sect 2 contains no useful detail. Art 9 a is obscure; the whole Art needs to be broken into more sentences. change "vise" to "vice". And last clause of a, there is no Section here. Art 12 Sect 1: two classes of members. In the previous Arts, the right to inspect the record of membership seems to extend only to those members who can vote (but compare Art 12 Sect 6). Is there utility in this? Art 12 Sect 2, the first sentence is an opinion and should be deleted. What about individuals? Art 12 Sect 9 b, second para. I don't think you can send registered mail that isn't first class. next para: you can't be heard in writing. end of last sentence that para, "being" is a garble. Art 13 Sect 4 b change "newspaper or general" to "n of g". c, last semicolon should be a colon. d, "set by registered" change set to sent. Seems to me that not only the date but also the place should be stated, as that might influence the voting. Art 13 Sect 6 change require to requires. There is nothing here, really, about procedure for TCs, unless they are to be considered as meetings of members, which they better not be because we'd never have a quorum.
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