MEETING OF BOARD OF DIRECTORS
01 March 2001
A meeting of the Board of Directors of SGML Open, d/b/a OASIS
(the "Consortium") took place at 12:00 AM EST on
01 March 2001 via teleconference. 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, except as otherwise noted below: Patrick
Gannon, Eric Garcia, Alan Hester, Amy Krane, Norbert Mikula,
and Robert Sutor. Also present for part or all of the meeting
were OASIS staff members Laura Walker, Leo Kraunelis, and
Dave Cruikshank of CGM Open. Absent were Directors Bill Smith
and Una Kearns.
Patrick Gannon, the Chairman of the Board, presided at the
meeting, and Laura Walker, OASIS Executive Director, kept
1. Discussion and resolution of TC process/policy and Bylaws.
Walker summarized the current situation:
In July, the Board voted to adopt the TC process recommended
by the PAC. Therefore, OASIS does have a TC process.
The Board did not, however, vote to approve revised By Laws
because they did not exist at that point in time.
The PAC presented its recommendation in the form of suggested
changes to existing Articles of the OASIS Bylaws. Walker was
assigned the action item to have counsel review the proposed
changes and incorporate those changes into the By Laws. The
revised Bylaws were presented to the Board at the 11 October
2000 meeting, along with suggested motions.
Due to mechanical errors in the suggested motions, the Board
could not approve the Bylaws. Subsequently, Walker asked counsel
to correct the motions and the Bylaws, and presented a corrected
and revised version of the Bylaws to the Board via email on
30 October 2000. Walker reminded the Board in this email that
they should vote on this matter during the 2 November 2000
conference call. This did not occur.
The conclusion is that while OASIS does have an official
TC process/policy, the OASIS Bylaws do not yet contain this
It is important to recognize that, even if the TC process
were in the By Laws, the Board has the right to intervene
as appropriate. The TC process does not require Board involvement,
nor does it prevent it.
Walker reiterated advice of attorneys on this matter, which
is to maintain the separation of the Bylaws and the operational
processes and policies of the Consortium. Based on legal advice,
Walker recommended that the Board retain existing Bylaws and
the technical committee process as separate documents.
Amy Krane moved that the Chair of the Board's Technical Advisory
Committee (Norbert Mikula) work with the appropriate OASIS
staff (Director of Technical Operations, Karl Best), Technical
Committee Chairs or Representatives, and other experts to
develop a recommendation for a mechanism by which the Consortium
may be provided with architectural guidance on the OASIS technical
agenda (within 2-3 weeks).
2ND BY: Eric Garcia
Bob Sutor moved that the Board retain the existing Bylaws,
which do not include the Technical Committee process (specifically,
proposed articles 14 and 15 submitted by the PAC) and further
moved that the OASIS policy on Technical Committee processes
remain in effect as adopted by the Board on 21 July 2001,
as a separate document.
2ND by: Amy Krane
[Amy Krane left the call]
Bob Sutor moved that in order to allow time for proper review
of proposed work, architect oversight, liaison activities
and consideration of work done in the United Nations and elsewhere,
the OASIS Board of Directors place a temporary moratorium
on the creation of any new technical committees related to
current or expected continuing work on ebXML, until after
further review with the ebXML Executive Committee, consideration
of the proposal that will be submitted by the TAC and a public
announcement of OASIS direction and plans for continuing the
2ND by: Eric Garcia
AI: Best to coordination a conference call between Gannon,
Mikula, Best, Bosak, Smith and Glushko.
Walker to ask Kraunelis to distribute revised plan electronically,
and follow up with Directors as appropriate. XML.ORG Phase
I is authorized; Phases II-III subject to review at April.
At 1:25PM, Bob Sutor moved to adjourn meeting.
2ND by: Eric Garcia