Re: workprocess - bylaw editorial notes

[Jon Bosak <bosak@boethius.eng.sun.com>]

| 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.

I'm copying Terry's notes to Jon Parsons.  I believe that the oasis
board has been planning some kind of maintenance revision to the
bylaws for a while now.

Jon

========================================================================

 Date: Thu, 4 Nov 1999 14:35:07 -0800
 From: Terry Allen <tallen@sonic.net>
 To: workprocess@lists.oasis-open.org
 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.