MEETING OF BOARD OF DIRECTORS
30-31 January 2001
A meeting of the Board of Directors of OASIS, Inc. (the "Consortium")
took place at 9:00 AM PST on 30-31 January 2001 at the offices
of BEA Systems, Inc., in San Jose, California. The following
directors, constituting a majority of the directors then in
office and a quorum for the conduct of business, were present
and participating throughout the meeting (either in person
or pursuant to telephone conference call equipment), except
as otherwise noted below: Patrick Gannon, Eric Garcia, Alan
Hester, Una Kearns, Norbert Mikula, Robert Sutor, William
Smith. , Also present for part or all of the meeting were
OASIS staff members Laura Walker, Karl Best, Leo Kraunelis,
Lofton Henderson of CGM Open, and Ray Walker, Director of
Patrick Gannon, the Chairman of the Board, presided at the
meeting, and Andrew Updegrove, of the Consortium's legal counsel,
Lucash, Gesmer & Updegrove, kept the minutes.
UN/CEFACT Vision for E-Business Standards
ebXML Status & Future Plans
Review Options for Strategic Growth
Review Member Sections Plan & Biz Dev activities
Review FY00 Financials
Review FY01 Budget
XML Certification Proposal
Review XML.ORG Plan
Ms. Walker reviewed and adjusted the agenda to suit the travel
arrangements of those present and yet to arrive, and then
introduced Mr. Updegrove. Mr. Gannon then invited Robert Sutor
to introduce the ebXML topic. Mr. Sutor updated those present
on the background and goals of the UN/CEFACT group. Mr. Smith
shared the substance of discussions that he had recently had
on the topic with relevant parties. Discussion followed on
the role of ebXML in the marketplace, its importance to the
Consortium's membership, and the appropriate goals to be pursued
in working with the UN in this area.
Mr. Walker then joined the meeting, and reviewed: the UN/CEFACT's
trade facilitation goals; the manner in which the EDI evolution
factored into those goals; his organization's continuing dedication
to the technical infrastructure which it had developed; the
existing dichotomy between the "bottom up", UML
based approach favored by his organization and the contrasting
"top down" methodology favored by others; and his
hopes that UN/CEFACT and the Consortium could continue to
work together. Discussion followed.
Mr. Smith and Mr. Walker then discussed the respects in which
their views might differ, and Mr. Walker expressed his opinion
that both approaches could (and should) peacefully coexist.
Discussion then turned to intellectual property ownership
matters, and it was agreed that the co-ownership of ebXML
should be acknowledged by means of a written agreement.
ACTION ITEM: OASIS to prepare draft co-ownership agreement
for review by UN/CEFACT.
It was agreed that discussion would need to continue on the
topics of maintenance of ebXML and infrastructural issues.
The Board next considered a PR proposal from _________, regarding
ebXML, as presented by Ms. Walker. Under the proposal, a campaign
would be launched to build brand awareness and promote adoption
of ebXML, particularly within the developer and analyst communities.
Ms. Walker asked for discussion rather than approval concerning
the proposal at this time. Means of international implementation
were discussed, and Mr. Walker indicated that the UN could
be helpful in distributing marketing messages in many relevant
countries. Ms. Walker stated that she recommended negotiation
of an initial three to six month contract, with the balance
of a year's services to be negotiated after this initial period.
Discussion followed on the proper goals for a PR campaign,
and the best way to achieve those objectives.
Ms. Walker noted that the full amount of a PR campaign would
need to be shared by individual members, or other sources,
in order to be feasible. Discussion followed on how to fund
the effort, including the possible formation of a Member Section
to fund and promote ebXML. Mr. Walker believed that such an
effort would be attractive to a number of companies.
Mr. Walker then left the meeting.
Mr. Updegrove then presented an analysis of the Consortium's
current strategic alternatives, as previously distributed
electronically to the directors. The directors discussed those
alternatives at length, as well as the Consortium's long term
goals. The board agreed that Ms. Walker should continue discussions
ACTION ITEM: Mr. Updegrove to prepare draft list of most
of desired terms for circulation to and critique by the directors.
Ms. Walker then presented a Member Section proposal, as described
in the materials distributed at the meeting, and reviewed
the status of discussions held with various potential Member
Section groups. Discussion followed, during which [Lofton]
left the meeting.
The meeting adjourned at 6:00 PM and reconvened the following
morning at 9:30 AM. Ms. Walker opened the meeting by distributing
a proposal by _________to embark upon an XML individual certification
program. She briefed the Board on the qualifications of that
vendor and the terms offered by it in exchange for endorsement
of the specific test which ________would employ to certify
XML professionals. The Board discussed the advantages and
disadvantages of entering into such a relationship. The sense
of the board was that an endorsement would be inappropriate,
but that a lesser relationship might be proper, provided that
the same type of relationship was made available to other
vendors as well.
ACTION ITEM: Ms. Walker to report back on final terms of
proposed _________ agreement in order to facilitate establishment
of rules for future joint marketing situations.
Mr. Sutor then reported on the actions approved earlier in
the morning during a telephonic meeting of the Steering Committee,
including the cancellation of a proposed ebXML meeting in
Ms. Walker then presented a review of fiscal year 2000 financials,
as distributed at the meeting. She also reviewed a membership
acquisition report, which showed substantial (and continuing)
growth in the prior two years and the current year to date.
The directors discussed the Consortium's financial condition
and recent financial performance against budget in detail,
as well as the means by which the Consortium might most accurately
estimate the number of additional members which might be attracted
to the Consortium in the future. The Board also discussed
the recent failure of _________ to live up to a $100,000 funding
ACTION ITEM: Council to the Consortium to send a legal demand
letter for payment to ______.
Walker to revise FY001 budget and submit to the Board no
later than 15 February 2001. Parameters: a goal of building
a cash reserve of 4-6 months operating expense.
Walker to discuss reserve requirements w/CPA (cash vs. current
assets) and report back to Board.
Leo Kraunelis then presented a new XML.ORG business plan.
The XML.ORG mission is to further unite XML technologists
and businesspeople by becoming the leading XML Community Portal:
Creating the essential online XML community and meeting place;
Providing the leading XML registry for schema's and specifications;
Providing the leading web site for news, information, tools
and references about XML; Uniting companies and individuals
within industry verticals to collaborate and promote the adoption
of XML interoperability standards.
XML.ORG will achieve this through 4 major business initiatives
in 2001: Business Development; Technology and Infrastructure;
Web Site; Sponsorship and Marketing.
The directors discussed the business plan and recommended:
A scaled down Phase I; a plan to incorporate The XML Cover
Pages into XML.ORG; and modifications of the Marketplace and
ACTION ITEM: Kraunelis to adjust business plan and financials.
As the final item of business, Ms. Walker asked the Board
for their feedback on whether to host an ebXML conference
in the June timeframe. The Board agreed not to, and to revisit
the opportunity at a later time.
There being no further business to come before the meeting,
Mr. Gannon adjourned the meeting at 5:00 PM.