[Date Prev] | [Thread Prev] | [Thread Next] | [Date Next] -- [Date Index] | [Thread Index] | [Elist Home]
Subject: Re: PAC: First draft of bylaw amendments
Well, I haven't received any comments and don't yet have any changes to make myself, so this is our draft going into next week's meetings. If I have a chance to take another editorial pass through this, I will send a revised copy. Jon ------- Start of forwarded message ------- Date: Mon, 5 Jun 2000 18:43:01 -0700 (PDT) From: Jon Bosak <bosak@boethius.eng.sun.com> To: workprocess@lists.oasis-open.org Subject: PAC: First draft of bylaw amendments OK, here's what I've got so far. This assumes passage of CS 6 but leaves open MT 10 (email procedure), putting in its place recent language under discussion. This is an early draft, sent to keep to the schedule I promised and in order to give Terry some light reading while he's on vacation. (Just kidding, Terry.) It's not even the draft that I intend to submit for your consideration; that I expect to have out just before I leave for Paris on Friday. But if you should have any early comments, I would of course be happy to get them. I will be completely tied up with the Java One conference for the next two days, so I may not see further communication from this group until Thursday, and if I'm running way far behind in preparations for the trip, it's possible that I won't even see your comments until I'm on the plane, so please don't take a lack of response as a lack of interest or attention; I will definitely catch up with everything this weekend, and it would be very good indeed to have responses in advance of our meetings next week. Jon ================================================================== SKETCH OF THE BYLAW CHANGES Here are the basic things I think we need to do to the bylaws. 1. Change the title of Article 5 from "Committees" to "Committees of the Board." 2. Delete the last sentence of Article 5 Section 2 (limiting Committees of the Board to advisory committees). This is not necessary to the specification of TCs, but it is in my opinion a sensible move. 3. Add new Article 14, "Technical Committees," a very rough draft of which appears below. 4. Add new Article 15, "Standards," a very rough draft of which appears below. ================================================================== CHANGES MADE TO EARLIER LANGUAGE This is basically a cut-and-paste job, so of course a great deal of the wording had to be diddled with get things to fit properly and to bring everything up to roughly the same level of formality. It would be ridiculous to attempt an account even of substantive additions; this draft should be considered the start of a new phase of the activity and the language should be reviewed on its own merits, referring to earlier language only if it looks as if something I've done inadvertently reverses an earlier decision. With the exception of places I've noted in the text, I don't recall having consciously done anything here that would actually contradict any policy decision we made earlier, but I have found it necessary to add quite a bit to fill in lacunae discovered in assembly, and in at least one place (the specification of which mailing lists get created for each TC), I found it necessary to fill in enough missing pieces that I may in fact have taken a direction contrary to what individual members of the PAC had thought we decided. Apparent conflicts should be identified, and I will either fix them or add them as issues to a fresh issues list, the start of which I will post in a separate message. Major editorial changes include the following: 1. I have tried to resolve overlapping descriptions of meeting requirements. 2. I have attempted workable definitions of "meeting" and "business day," but given the recent discussion of the latter, I've already put it on the new issues list. 3. I have replaced "session" with "meeting" throughout. We need to review this. There seems to be a conflict here between "meeting" as that term is generally understood in our community and "meeting" as defined by Robert's, but I can't tell whether this conflict is apparent or real. 4. I have to taken "OASIS" back to "OASIS administration" because otherwise it collides with the corporate sense of "OASIS" in the rest of the bylaws. 5. Having discovered that an entire (short) article of the bylaws is devoted to a definition of "fiscal year," I have used that term throughout in place of "calendar year." 6. "30 days" has been substituted for "one month," "seven days" for "one week," "15 days" for "two weeks," "30 days" for "four weeks," and "45 days" for "six weeks" throughout. ================================================================== Article 14. Technical Committees 1. Definitions The following definitions shall apply within the scope of this article. Individual OASIS member -- one of a class of individuals that includes persons holding individual memberships in the corporation, employees of organizational members of the corporation, members of organizations to which OASIS has extended the benefits of joint membership, and such other persons as may be designated by the board of directors. Technical Committee (TC) -- a group of individual OASIS members formed and conducted according to the provisions of this article. Joint Committee (JC) -- a TC all of whose members are also members of at least one liaison subcommittee appointed for the purpose of participating in the JC. Liaison subcommittee -- a subcommittee of a TC formed to provide one or more members of a JC. Meeting -- includes meetings conducted by telephone or as well as meetings conducted in person. A meeting may extend over several consecutive business days. Telephone meetings may or may not include a video component. Mail -- includes electronic mail as well as postal mail. Fiscal quarters -- consecutive periods of three months each such that the beginning of the first calendar quarter in each year coincides with the beginning of the fiscal year as defined in Article 8 of these Bylaws. Business day -- excludes weekends and such holidays as may be designated by the board of directors. [THIS ISSUE IS STILL UNDER DISCUSSION.] "Day" without qualification means calendar day. OASIS administration -- persons appointed by the board of directors to represent OASIS in administrative matters relating to TCs. 2. TC Discussion Lists Any group of at least three individual OASIS members shall be authorized to begin a discussion list for the purpose of forming a TC by submitting to OASIS administration the following items: - The name of the discussion list, which shall not be the same as the name of the list in which the TC itself will operate once formed. - A preliminary statement of scope for the TC that the list is intended to form. - The names, electronic mail addresses, and membership affiliations of the individual OASIS members proposing to create the discussion list. - The name of the discussion list leader. No later than 15 days following the submission, OASIS shall provide these materials to the membership with a call for participation in a discussion list whose purpose is to form the TC described in the application. Discussion of TC formation shall begin on the list no sooner than seven days after the announcement. More than one TC can be formed from a discussion list. A list established to discuss the formation of a TC under provisions of this section shall automatically go out of existence 90 days after the call for participation. 3. TC Formation Any group of at least three individual OASIS members shall be authorized to begin a TC by submitting to OASIS administration the following items, written in English and provided in electronic form as plain text: - Name of the TC. - Statement of purpose, which must be germane to the mission of OASIS. - List of deliverables, with projected dates. - Language in which the TC will conduct business. - Date and time of the first meeting, and whether it will be held in person or by phone. - Proposed meeting schedule for the year following the formation of the TC, or until the projected date of the final deliverable, whichever comes first. - Names, electronic mail addresses, and membership affiliations of at least three individual OASIS members committed to the stated meeting schedule. - Name of the TC chair. - Names of phone meeting sponsors, if any. - Names of face-to-face meeting sponsors, if any. No later than 15 days following the submission, OASIS administration shall provide these materials to the membership with a call for participation and an announcement of a first meeting. At the same time, OASIS administration shall form three electronic mail lists for the TC, namely a general list, an announcement list, and a comment list, as described further in the section titled "TC visibility," and the person named as chair of the TC shall be given administrative control of these lists. 4. First Meeting of a TC The first meeting of a TC shall occur no less than 30 days after the announcement in the case of a telephone meeting and no less than 45 days after the announcement in the case of a face-to-face meeting. Persons intending to participate in the first meeting must register to attend no later than 15 days prior to the event by notifying the person named as chair of the new TC of their intention to attend the meeting. Every individual OASIS member present at the first meeting of a TC shall be initially a voting member of the TC. The first meeting of a TC must occur at the place and time and in the manner described in the announcement. Any initial meeting whose time or location is changed and any initial phone meeting that fails to grant access to every individual OASIS member previously registering a desire to participate shall be potentially invalid and subject to appeal as provided in the section of this article titled "Appeals." [this subsumes somewhat different language decided on earlier] 5. TC Membership An individual OASIS member shall become a prospective member of an existing TC by sending written notice of intention to participate to the chair of the TC. Prospective membership shall begin seven days after this notice is received. A prospective member may attend face-to-face meetings as an observer. A prospective member may attend phone meetings as an observer at the discretion of the chair. A prospective member of a TC shall become a voting member of the TC immediately following the close of the third TC meeting held during the period of prospective membership or after 60 days have elapsed following formal application to join the TC, whichever comes first. A transferred individual membership shall not automatically confer TC membership upon the transferee. 6. Termination of TC Membership Except as provided in the section of this article titled "Leaves of Absence," membership in an OASIS TC shall be terminated under the following conditions. [In the following two paragraphs, I have substituted "warned by mail" for "warned in writing" to make use of the definition of "mail" above.] a. A member shall be warned by mail upon failure to attend two out of every three successive meetings of the TC. Membership shall be terminated if the member fails to attend the next meeting following transmittal of the warning. b. A member shall be warned by mail upon failure to return 80 percent of all mail ballots closing during any 90-day period. Membership shall be terminated if the member fails to return 80 percent of all mail ballots closing during the 90 days following transmittal of the warning. Termination of membership in an OASIS TC shall automatically end voting membership in any subcommittee directly or indirectly created by that TC. 7. Leaves of Absence Every member of an OASIS TC shall be entitled to at least one leave of absence per fiscal year. During a leave of absence, a member shall be exempt from the participation criteria specified in the section of this article titled "Termination of TC Membership." A first leave of absence in any fiscal year shall be obtained automatically upon application to the chair of the TC. A TC member who has already been granted a leave of absence during a fiscal year may apply for a maximum of one additional leave of absence during the same year, but a second leave of absence in a fiscal year shall be granted only upon formal resolution of the TC. A member of a TC who has been granted a leave of absence shall cease to be a member of the TC and all of its subcommittees for the duration of the leave. However, membership in the TC and membership in any still-existing subcommittee of the TC of which the same person was a member at the beginning of the leave shall resume when the leave ends. The length of a leave of absence shall be specified in advance and shall not exceed 45 days. A leave of absence shall begin no earlier than seven days after the date upon which the request was submitted to the chair of the TC and shall end on the date specified, or at the beginning of the first TC meeting or subcommittee meeting attended after the leave begins, or upon transmittal of the first mail ballot returned after the leave begins, whichever comes first. Time allocated for a leave of absence but not used due to early resumption of membership cannot be carried over into another leave. 8. TC Chairs A TC chair may be removed by a vote of 2/3 of all the members of the TC. Vacancies in chairing a TC shall be filled by election from the membership of the TC. The same provisions regarding leaves of absence shall apply to the chair of a TC as to the other members of a TC, except the chair must notify both OASIS administration and the TC at least 30 days prior to any non-emergency leave of absence. 9. TC Visibility [Pulling this section together was a lot harder than I thought. Please read it carefully.] All TC electronic mail lists shall be archived for the duration of the corporation, and all TC mail archives shall be publicly visible. Each TC shall be provided upon formation with a general list, an announcement list, and a comment list. Every individual OASIS member shall be able to subscribe to and post to the general mailing list of any TC. The minutes of each TC meeting shall be published to that TC's general list. Every individual OASIS member shall be able to subscribe to the announcement list of a TC, but only the TC chair, or TC secretary if such has been elected, shall be able to post to it. To the announcement list of each TC shall be posted notifications of every important change in the status of that TC, such changes to include but not be limited to the following: TC formation; revision of purpose, deliverables, or meeting schedule; publication of working drafts; publication of committee specifications; calls for implementation; submission of a specification as a proposed OASIS standard; approval or rejection of a proposed standard; start or end of participation in a joint committee; and closure of the TC. The comment list of a TC shall be open to contributions from every individual OASIS member, and may also be enabled to accept comments from other groups or from the public at large by resolution of the TC. TCs shall not be required to respond to comments. [Can peoople receive mail from a comment list? If so, what's to prevent it from becoming another general discussion list?] 10. TC Procedure The operation of TCs shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law. Formal actions of TCs shall be governed by the same rules regardless of the language in which the work is taking place. 11. TC Meetings Any TC that fails to conduct at least one legal meeting during a fiscal year shall cease to exist at the beginning of the fiscal year immediately following. 12. TC Revision A TC can revise its purpose, deliverables, or meeting schedule by formal resolution; such changes shall be reported on the TC's announcement list, and any revisable publicly visible description (e.g., Web page) promulgated by the TC shall be updated to reflect such changes. 13. TC Voting Every member of a TC has a single vote. Organizations do not vote in TCs. Proxies shall not be allowed in TC voting. The final approval of a committee specification shall require at least 2/3 of the total membership of a TC voting to approve and no more than 1/4 voting to disapprove. [The following is currently under discussion (MT 10); this draft language is just a placeholder.] | A TC may adopt a standing rule authorizing its chair to draft | resolutions, to propose such drafts to the members of the TC | for discussion, to put such resolutions to the members of the | TC for a vote by mail when a majority seem to be agreed, and to | conduct votes on such resolutions by mail. | | The period allowed for voting by mail shall be five days, | unless the TC specifies a different voting period in the | resolution authorizing the vote or in standing rules governing | mail ballots. 14. TC Coordination Coordination among TCs shall take place through the action of voluntary joint committees (JCs). The formation of a JC shall begin with the preparation of a JC proposal. A JC proposal must meet all of the criteria for a TC proposal, and it must in addition contain - The date and time of the first meeting of the JC, such date to be no less than 45 days and no more than one year from the date of submission. - A list of all the TCs that will cooperate in the work of the JC. - The name of at least one member from each of those TCs who is committed to the purpose and meeting schedule of the JC. No individual named in the proposal shall be allowed to represent more than one TC in meeting this requirement. Within 14 days of its submission, OASIS administration shall convey the proposal to the chairs of all the TCs named in the proposal and shall in addition copy the proposal to the announcement lists of those TCs. Each of the TCs shall then have until 30 days before the date set in the proposal for the first JC meeting to appoint a liaison subcommittee, the members of which are thereby empowered to participate in the JC described in the proposal. The appointment of liaison subcommittees shall be governed by the same rules that apply to the appointment of ordinary TC subcommittees. [Is the last sentence necessary?] Upon the appointment of liaison subcommittees by all of the TCs named in the proposal, OASIS shall create a mailing list for the new JC and shall announce its formation to the membership, but for informational purposes only and not as a call for participation. The voting members of a newly created JC shall be those OASIS members who (a) have been appointed to a liaison subcommittee created for this purpose by one of the TCs cooperating in the JC, (b) individually register their intention to attend the first meeting of the JC by sending mail no later than 14 days preceding the meeting to the chair of the JC, and (c) attend the first meeting of the JC. The first meeting of a JC shall not be called to order until at least one member from each liaison subcommittee appointed to participate in the JC is present at the meeting. If this requirement is not met by the end of the time scheduled for the first meeting, then the JC shall cease to exist, and OASIS administration shall close its mailing list. No person shall be counted as representing more than one TC for purposes of this requirement. Membership in a JC after its first meeting shall be governed by the same rules governing membership in a TC, with the added requirement that any prospective member of a JC must first be a member of a liaison subcommittee appointed for this purpose by one of the cooperating TCs. Except as provided in this section, all of the provisions for meetings, membership, termination of membership, and leaves of absence that apply to members of TCs shall apply equally to JCs, with the added requirement that warnings of termination of membership shall be copied to the chairs of TCs contributing a member to the JC as well as to the affected member. The membership of a person in a JC shall terminate if that person resigns from the JC, fails to meet the generic participation requirements of JCs and TCs, or ceases to be a member of any of the liaison subcommittees participating in the JC. If termination of membership in a JC causes a still existing TC's contribution of voting members to that JC to fall to zero, the chair of the JC shall, within 14 days following the termination of membership, notify OASIS and the chair of the formerly participating TC that the TC is in breach of its obligation to contribute to the work of the JC. The TC shall have 90 days following this notice to appoint a new liaison subcommittee, whose members shall become prospective members of the JC. If none of those prospective members fulfills the requirements for participation in the JC, the attempt to create a liaison subcommittee shall be declared a failure. If a still-existing TC in breach of its obligation to contribute to a JC fails to appoint a liaison subcommittee within the time stated, then all activities and mailing lists of that JC shall cease until its successor, if any, can be organized according to the provisions for starting a JC. If one or more TCs participating in a JC cease to exist but more than one TC remains, the chair of the JC shall so inform OASIS administration, and the remaining TCs after notice from OASIS administration shall have 30 days thereafter to adopt a joint resolution agreeing to carry on the work of the JC without requalifying its members. If they fail to adopt such a resolution, the JC shall cease to exist. A TC shall have no obligation to abide by any decision arrived at in a JC to which it contributes membership. The business of a JC to which a TC contributes membership shall be imparted to the TC through reports from the chair of its liaison subcommittee. Such reports shall have the same force and shall be made, received, and acted upon in the same manner as reports from any other subcommittee of the TC. A TC shall be added to or removed from the set of TCs contributing to a JC only upon joint resolution of all of the participating TCs. 15. Appeals [This is all new language; the only thing we approved earlier was: "OASIS shall be responsible for certifying compliance with procedural and technical criteria." The language proposed here uses some bits and pieces loosely adapted from NCITS procedures.] Any group of three or more individual OASIS members who believe that an action taken or not taken is in violation of the procedures set forth in these Bylaws or specified by the board of directors of the corporation may appeal such action or inaction to OASIS administration. Appellants shall file a formal complaint within thirty days of the action being appealed or at any time with respect to an inaction. The complaint shall state the nature of the objection(s), including any direct and material adverse effects upon the appellants; the section(s) of these Bylaws or of the board resolution(s) at issue; the actions or inactions at issue; and the specific remedial action(s) that would satisfy the appellants' concerns. Previous efforts to resolve the objection(s) and the outcome of each shall be noted. Within 30 days of receipt of the complaint, OASIS administration shall respond to the appellants, addressing each allegation of fact in the complaint to the extent of the administration's knowledge. If the appellants and the administration are unable to resolve the complaint informally within 15 days following the response, the administration shall schedule a formal hearing before the OASIS board of directors at the next regular board meeting. In a hearing before the board, appellants shall have the burden of demonstrating adverse effects, improper action or inaction, and the efficacy of the requested remedial action. The board shall render its decision within 30 days. The decision of the board shall be final. The board shall have the authority to order such remedial action as may be necessary to remedy a complaint brought under this procedure and found to be valid. 16. Application to Existing TCs OASIS TCs created previous to the adoption of this article shall become TCs as defined herein upon adoption of this article, and their members at the time this article is adopted shall become members of their respective TCs as if each TC had been created according to the provisions of this article. Advisory committees created previously to authorize such TCs shall cease to exist upon adoption of this article. ================================================================== Article 15. Standards 1. Definitions The definitions given in Article 14 Section 1 shall apply within this article. 2. Standards Process A technical committee (TC) as defined in Article 14 of these bylaws that has approved and published a committee specification may simultaneously or at some later time recommend that the specification be made an OASIS standard. Upon resolution of the TC to move the specification forward, its chair shall submit the following items to OASIS: a. A formal specification that is a valid member of its type. b. Appropriate documentation for the specification, written in the language of reference. c. A clear English-language summary of the specification. d. Certification by at least three OASIS member organizations that they are successfully using the specification. e. An account of votes and comments received in any earlier attempts to standardize substantially the same specification, together with the originating TC's response to each comment. f. A pointer to the publicly visible comments archive for the originating TC. [unresolved issue to be decided in Paris: IPR policy for the standards process; Terry Allen has said that he intends to propose IETF rules] Thirty days shall be allowed for administrative processing of a proposed standard. The proposal shall be submitted to the OASIS membership for review at the beginning of the fiscal quarter immediately following the 30 days allocated for administrative review. At the beginning of the next fiscal quarter, the proposal shall be submitted to the voting members of OASIS, who shall have thirty days to return a ballot approving or disapproving the proposal. The TC that originated the specification may, by formal resolution, withdraw the proposed specification at any point after it is submitted to OASIS for administrative processing and before the end of the voting period. In votes upon proposed OASIS standards, every OASIS member organization shall be entitled to cast one vote. Individual OASIS members (whether the membership is transferable or non-transferable) shall not be entitled to vote in the approval of OASIS standards. [new language:] Votes shall be cast by sending electronic mail to a publicly archived list created for this purpose. Votes may be changed up until the end of the voting period. The results of a vote on a proposed standard shall be provided to the membership and to the TC no later than seven days following the close of the voting period. If at the end of the voting period at least 10 percent of the voting membership has voted to approve the proposed standard, then a. If no votes have been cast to disapprove the proposed standard, it shall become an OASIS standard immediately following the end of the voting period. b. If negative votes amounting to less than 10 percent of the voting membership have been cast, the negative votes and accompanying comments, if any, shall be forwarded to the originating TC for consideration. After notification of the results, the TC shall have 30 days to take one of the following actions by formal resolution: 1. direct OASIS to approve the specification as submitted despite the negative votes, or 2. withdraw the submission entirely, or 3. submit an amended specification, in which case the amended submission shall be considered as if it were a new submission, except that information regarding previous votes and any disposition of comments received in previous votes shall accompany the amended submission. If at the end of the voting period less than 10 percent of the voting membership has voted to approve the proposed standard, or if at the end of the voting period 10 percent or more of the voting membership has voted to disapprove the proposed standard, or if the orginating TC upon notification of negative votes takes no formal action within the 30 days allocated for consideration of the results, then the specification shall not become an OASIS standard. This shall not prevent the same or similar specification from being submitted again. ------- End of forwarded message -------
[Date Prev] | [Thread Prev] | [Thread Next] | [Date Next] -- [Date Index] | [Thread Index] | [Elist Home]
Powered by eList eXpress LLC