MEETING OF BOARD OF DIRECTORS
March 12, 2001
A meeting of the Board of Directors of OASIS, Inc. (the "Consortium")
took place at 12:00 AM EST on Monday, March 12, 2001, by means
of telephone conference call equipment permitting all participants
to hear each other throughout the meeting. 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, Alan Hester, Una Kearns, Norbert Mikula, Robert Sutor,
and William Smith. Also present for part or all of the meeting
were Laura Walker and Karl Best, of the Consortium, John Brunjes,
of Brown, Raysman, Millstein, Felder & Steiner, and Andrew
Updegrove, of Lucash, Gesmer & Updegrove.
Patrick Gannon, the Chairman of the Board, presided at the
meeting, and Mr. Updegrove, kept the minutes.
Mr. Gannon opened the meeting by referring to the various
email materials which had previously been distributed. He
then introduced the previously announced topic of the meeting,
which was to reexamine certain actions taken by the Board
at the March 1, 2001 meeting. The occasion for reexamining
these actions was that, in the opinion of attorneys with two
law firms consulted, an earlier vote had been effective to
amend the By-laws. This had not been the belief of the directors
at the time that they had taken a vote to suspend the formation
of Technical Committees at the March 1, 2001 Board meeting.
The Board would now clarify and confirm the actions which
it believed were appropriate, given this new information.
Mr. Gannon asked for Mr. Best's opinion regarding whether
the rules relating to Technical Committee formation should
reside in, or be removed from, the By-laws, from the perspective
of the Consortium's technical staff. Mr. Best stated that
he believed that the rules pertaining to the creation of Technical
Committees should be removed from the By-laws. Several directors
stated their own views that separating the rules from the
By-laws would be preferable. Messrs. Updegrove and Brunjes
both observed that, while there might not be a strictly legal
reason to separate the rules from the By-laws, that it was
usually preferable to keep such rules out of the By-laws to
facilitate the making of changes as the same became necessary
Discussion followed regarding the degree of authority which
the Board should have over, and involvement in, the creation
and operation of Technical Committees, and it was agreed that
the Board should have overall authority over the Technical
Committees and their process, and that a general statement
should be included in the By-laws and/or the Technical Committee
rules at a later date.
William Smith then joined the meeting, and stated that he
was disturbed that greater efforts had not been made to give
effective, as compared to legally adequate, notice for the
meeting. He also asked that the minutes reflect his belief
that the consideration of the current proposals to amend the
minutes bylaws was proceeding faster than he believed
to be appropriate.
Discussion followed regarding the proper action to be taken,
and the proper method of taking it. Upon motion duly made
and seconded, it was unanimously (but for the abstention of
That the By-laws are hereby amended by
deleting Articles 14 and 15 in their entirety, that
the Board hereby adopts as OASIS's Technical Committee
Policy the document attached as Attachment
A to these minutes, and that the By-laws, as amended,
shall be as set forth in Attachment
B to these minutes.
Mr. Gannon asked whether it was necessary to confirm the
March 1 resolution to suspend Technical Committee formation.
Mr. Brunjes stated that he had reviewed Pennsylvania corporate
law on the validity of the earlier resolution, and concluded
that the action taken was valid. It was agreed that the motion
to suspend Technical Committee formation should remain in
Mr. Smith asked that the Board discuss what actions would
now need to be taken before a new Technical Committee could
be formed. The Board then reviewed the concerns which had
led to believing that a moratorium on new Technical Committee
formation was necessary, and the time schedule under which
the moratorium could be lifted. [Messrs. Best and Brunjes
left the call at this point; Ms. Walker had left the meeting
during the preceding discussion.]
Discussion then turned to the compensation offer which should
be extended to Ms. Walker for the current year. It was agreed
that the final offer should be approved by the Board, and
not simply by the Compensation Committee. After discussion,
it was agreed to report the results of the discussion to Ms.
Walker and move towards finalizing an agreement.
There being no further business to come before the Board,
Mr. Gannon adjourned the meeting at 2:30 PM.
Secretary Pro Tem
TECHNICAL COMMITTEE POLICY
Section 1. Technical Committees
(i). "Person Eligible for OASIS Technical Committee
Participation" ("PEOTCP") means 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
(ii). "Technical Committee" ("TC")
means a group of PEOTCPs formed and conducted according
to the provisions of this Policy.
(iii). "Joint Committee ("JC") means a
TC formed by joint resolution of a group of cooperating
TCs, all of whose members are also members of at least
one liaison subcommittee appointed for the purpose of
participating in that JC.
(iv). "Liaison Subcommittee" means a subcommittee
of a TC formed to provide one or more members of a JC.
(v). A "Calendar Year" begins on January 1
and ends on December 31 of each year.
(vi). A "Calendar Quarter" means any one of
the spans of time extending from January 1 through March
31, April 1 through June 30, July 1 through September
30, and October 1 through December 31.
(vii). "OASIS TC Administration" means the
persons appointed by the Board of Directors to represent
OASIS in administrative matters relating to TCs.
(b). TC Discussion Lists.
Any group of at least three PEOTCPs shall be authorized to
begin a discussion list for the purpose of forming a TC by
submitting to OASIS TC administration the following items:
(i) 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; (ii) a preliminary statement of scope for the
TC that the list is intended to form; (iii) the names, electronic
mail addresses, and membership affiliations of the PEOTCPs
proposing to create the discussion list; (iv) 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, together
with its archive.
(c). TC Formation.
Any group of at least three PEOTCPs shall be authorized to
begin a TC by submitting to OASIS TC administration the following
items, written in English and provided in electronic form
as plain text: (i) the name of the TC, such name not to have
been previously used for an OASIS TC; (ii) statement of purpose,
which must be germane to the mission of OASIS; (iii) list
of deliverables, with projected dates; (iv) language in which
the TC will conduct business; (v) date and time of the first
meeting, and whether it will be held in person or by phone;
(vi) the meeting schedule for the year following the formation
of the TC, or until the projected date of the final deliverable,
whichever comes first; (vii) names, electronic mail addresses,
and membership affiliations of at least three PEOTCPs committed
to the stated meeting schedule; (viii) name of the TC chair;
(ix) names of phone meeting sponsors, if any; and (x) names
of face-to-face meeting sponsors, if any.
No later than 15 days following the submission, OASIS TC
administration shall either provide these materials to the
membership, with a call for participation and an announcement
of a first meeting, or return the submission to its originators
with an explanation of its failure to meet the requirements
set forth in this section. If the submission is accepted,
OASIS TC administration shall form two electronic mail lists
for the TC, namely a general 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.
(d). First Meeting of a TC.
The first meeting of a TC shall occur no less than 30 days
after the announcement of its formation in the case of a telephone
meeting and no less than 45 days after the announcement of
its formation 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 PEOTCP 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 PEOTCP previously
registering a desire to participate shall be subject to appeal
as provided in the section of this article titled "Appeals."
(e). TC Membership.
A PEOTCP shall become a prospective member of an existing
TC by sending by mail 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.
The transference of an individual OASIS membership shall
not automatically confer TC membership upon the transferee.
(f). 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:
(i). A member shall be warned by mail from the chair
of the TC 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.
(ii). A member shall be warned by mail from the chair
of the TC 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.
(iii). A member shall be considered to have resigned
from a TC upon receipt of notification of resignation
by mail from the member by the chair of the TC.
Termination of membership in an OASIS TC shall automatically
end voting membership in any subcommittee directly or
indirectly created by that TC.
(g). Leaves of Absence.
Every member of an OASIS TC shall be entitled to at least
one leave of absence per calendar year. During a leave of
absence, a member shall be exempt from the participation criteria
specified in the section of this Policy titled "Termination
of TC Membership." A first leave of absence in any calendar
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 calendar year may apply for a maximum of one additional
leave of absence during the same year, but a second leave
of absence in a calendar 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
by the member requesting it 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.
(h). TC Chairs.
A TC chair may be removed by action of the board of directors
following an appeal as specified in the section of this Policy
titled "Appeals" or by a vote of 2/3 of all the
members of the TC.
A vacancy in chairing a TC shall be deemed to exist when
(i) the chair has been removed, (ii) the chair has resigned
the position, or (iii) the chair ceases to be a member 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 TC administration and the
TC at least 30 days prior to any non-emergency leave of absence.
(i). TC Visibility.
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 and a comment list. Every PEOTCP shall be able to subscribe
to the general mailing list of any TC, but only members of
that TC shall be able to post to it. The minutes of each TC
meeting shall be published to that TC's general list.
The comment list of a TC shall be open to contributions from
every PEOTCP, 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.
OASIS shall create a publicly archived list for announcements
from OASIS TC administration regarding TCs. Any PEOTCP shall
be able to subscribe to this list. Every important change
in TC status shall be posted to the announcement list, such
changes to include but not be limited to the following: TC
formation; changes in 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 a TC.
(j). 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 this Policy, with the Articles of Incorporation of this
corporation, or with provisions of law.
The duration of a TC shall be considered a single session.
Formal actions of TCs shall be governed by the same rules
regardless of the language in which the work is taking place.
(k). TC Meetings.
"TC meeting" shall be construed to include telephone
conferences and video conferences as well as face-to-face
meetings. Any TC that fails to conduct at least one meeting
during a calendar year shall cease to exist at the beginning
of the calendar year immediately following.
(l). TC Revision.
A TC can clarify its statement of purpose; revise its deliverables;
and change its meeting schedule. Such changes shall be reported
on the TC announcement list, and any revisable publicly visible
description (e.g., Web page) promulgated by the TC shall be
updated to reflect such changes.
(m). 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.
(n). Conduct of TC Business by Mail.
A TC may adopt a standing rule authorizing its chair to draft
resolutions pertaining to routine business directly related
to the stated purpose of the TC and to conduct votes on such
resolutions by mail. "Mail" as the term is applied
to the conduct of TCs shall be construed to mean electronic
A TC may, by the approval of 2/3 of the members voting in
a meeting, allow the chair between that meeting and the next
to draft resolutions pertaining to specified subjects, to
propose such draft resolutions to the members of the TC for
discussion by mail, to entertain friendly amendments to such
draft resolutions and make such changes as shall seem most
likely to gain general assent of the members of the TC, to
put such resolutions as seem to have gained majority assent
to the members of the TC for a vote by mail, 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.
(o). 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: (i) 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; (ii) a list of
all the TCs that will cooperate in the work of the JC; and
(iii) the name of at least one member from each of those TCs
who is committed to the purpose and meeting schedule of the
JC; provided that no individual named in the proposal shall
be allowed to represent more than one TC in meeting this requirement.
Within 15 days of its submission, OASIS TC 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 TC announcement list. 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.
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
The voting members of a newly created JC shall be those OASIS
members who (x) have been appointed to a liaison subcommittee
created for this purpose by one of the TCs cooperating in
the JC, (y) individually register their intention to attend
the first meeting of the JC by sending mail no later than
15 days preceding the meeting to the chair of the JC, and
(z) 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
TC 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 15 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 TC administration, and the remaining TCs after notice
from OASIS TC 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
Any group of three or more PEOTCPs who believe that an action
taken or not taken by or with respect to TCs is in violation
of the procedures set forth in this Policy or specified by
the board of directors of the corporation may appeal such
action or inaction to OASIS TC administration. Appellants
shall file a complaint within 30 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 this Policy 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 TC administration
shall respond to the appellants, addressing each allegation
of fact in the complaint to the extent of the TC administration's
knowledge. If the appellants and the TC administration are
unable to resolve the complaint within 15 days following the
response, the TC administration shall schedule a hearing before
the OASIS board of directors at the next regular board meeting.
In such a hearing, 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
The OASIS board of directors has the authority to effect
such remedial action as may be necessary to remedy a complaint
brought under this procedure.
(q). Application to Existing TCs.
This Policy applies to previously established TCs upon its
Section 2. Standards Process
A technical committee (TC) as defined in Section 1 of this
Policy 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; (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 or pointer to votes and
comments received in any earlier attempts to standardize substantially
the same specification, together with the originating TC's
response to each comment; and (f) a pointer to the publicly
visible comments archive for the originating TC.
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 first
calendar quarter following the 30 days allocated for administrative
review. At the beginning of the next calendar 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, each voting OASIS
member shall be entitled to cast one vote. 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
If at the end of the voting period at least 10 percent of
the voting membership has voted to approve the proposed standard,
then 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. However, 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 resolution: (x) request
OASIS to approve the specification as submitted despite the
negative votes, or (y) withdraw the submission entirely, or
(z) 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
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 originating 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.
Section 3. Board of Directors Involvement in Standards
The Board shall appoint a member of "OASIS TC administration,"
as defined in Section 1 of this Policy, to act as the Technical
Committee ("TC") Liaison to the Board for the purpose
of keeping the Board apprised of activities related to the
Standards Process. The specific duties of the TC Liaison shall
be specified by the Board in conjunction with OASIS TC Administration
but shall, at a minimum, provide for the submission to the
Board, no less than once per calendar quarter, of a report
identifying and summarizing all TC Committee Specifications
that have been recommended by resolution of the appropriate
TC for adoption as an OASIS Standard in accordance with Section
2 of this Policy. Such report shall be submitted to the Board
at a regular or special meeting of the Board in advance of
the scheduled submission of the proposed standard to OASIS
membership for review and voting. Notwithstanding anything
to the contrary contained in Section 2 of this Policy, upon
majority vote of the members of the Board at a meeting thereof
duly called and constituted, the proposed Standard may be
withheld from submission to OASIS membership and returned
to the sponsoring TC for additional consideration, with an
explanation of the reasons for such action.
The Board of Directors may amend this Policy at any time
and from time to time in its sole discretion.
AMENDED AND RESTATED BYLAWS
OCTOBER 13, 2000
As further amended on March 12, 2001
Organization for the Advancement of Structured
Information Standards (OASIS)
A PENNSYLVANIA DOMESTIC NON-PROFIT CORPORATION
ARTICLE 1: OFFICES
Section 1. Principal Office
The principal office of the corporation for the transaction
of its business shall be at such location within or without
the Commonwealth of Pennsylvania as designated by the Board
Section 2. Other Offices
The corporation may also have offices at such other places,
within or without the Commonwealth of Pennsylvania, where
it is qualified to do business, as its business may require
and as the board of directors may, from time to time, designate.
ARTICLE 2: PURPOSES
The primary objectives and purposes of this corporation shall
(a). OASIS is a non-profit, international consortium of
suppliers and users of products and services that support
open structured information standards (both de jure and
de facto). OASIS is dedicated to accelerating the further
adoption, application, and implementation of structured
(b). OASIS provides its members with an open forum to
discuss market needs and directions, and to recommend guidelines
for product interoperability. The consortium receives, coordinates,
and disseminates information describing structured information
standards and related specifications, methods, recommendations,
(c). The work of OASIS complements that of standards bodies,
focusing on making structured information standards easy
to adopt and standards-based products practical to use,
in real-world, open system applications.
(e). Because structured information standards do not constrain
the architecture and functionality of applications, great
diversity can and does exist among applications and product
implementations. OASIS may establish guidelines for an implementation
framework within which diverse products will be able to
interoperate, without compromising the platform and product
independence of documents or the potential for diversity,
growth, and extensibility inherent within structured information
(f). The Corporation may engage in any other activities
to encourage and make practical the adoption and use of
structured information standards and may engage in any other
activities and undertake any other actions permitted under
the Pennsylvania Domestic Non-Profit Corporation Law. Notwithstanding
the foregoing, the corporation shall not engage in any activities
not permitted to be carried on by a corporation exempt from
federal income tax under Section 501(c)(6) of the Internal
Revenue Code, as amended, or the corresponding provision
of any successor statute.
ARTICLE 3: DIRECTORS
Section 1. Number
The corporation shall have not less than one (1) nor more
than eight (8) directors and collectively they shall be known
as the Board of Directors. The number may be changed by amendment
of this Bylaw, or by repeal of this Bylaw and adoption of
a new Bylaw, as provided in these Bylaws.
Section 2. Powers
Subject to the provisions of the Pennsylvania Domestic Non-Profit
Corporation law and any limitations in the Articles of Incorporation
and Bylaws relating to action required or permitted to be
taken or approved by the voting members of this corporation,
the activities and affairs of this corporation shall be conducted
and all corporate powers shall be exercised by or under the
direction of the Board of Directors.
Section 3. Duties
It shall be the duty of the directors to:
(a). Perform any and all duties imposed on them collectively
or individually by law, by the Articles of Incorporation
of this corporation, or by these Bylaws;
(b). Appoint and remove, employ and discharge, and except
as otherwise provided in these Bylaws, prescribe the duties
and fix the compensation, if any, of all officers, agents
and employees of the corporation, including its executive
(c). Supervise all officers, agents, and employees of
the corporation to assure that their duties are performed
(d). Fulfill certain specific roles in pursuit of the
goals of the corporation, such as President, Chair, Vice-Chair,
Secretary, Treasurer, and Chief Officers of technical, marketing,
and recruitment education activities.
(e). Meet at such times and places as required by these
(f). Register their addresses with the Secretary of the
corporation, so that notices of meetings sent by postal
or electronic mail to them at such addresses shall be valid
Section 4. Compensation
Directors shall serve without compensation. They shall be
allowed reasonable advancement or reimbursement of expenses
incurred in the performance of their regular duties as specified
in Section 3 of this Article. Directors may not be compensated
for rendering services to the corporation in any capacity
other than director unless such other compensation is reasonable
and is allowable under the provisions of Article 4, 11.
Notwithstanding any other provision of these Bylaws, not
more than forty-nine percent (49%) of the persons serving
on the board may be interested persons. For purposes of this
Section "interested persons" means either:
(a). Any person currently being compensated by the corporation
for services rendered it within the previous twelve (12)
months, whether as a full-or-part time officer or other
employee, independent contractor, or otherwise, excluding
any reasonable compensation paid to a director as director;
(b). Any brother, sister, ancestor, descendent, spouse,
brother-in-law, sister-in-law, son-in-law, daughter-in-law,
mother-in-law or father-in-law of any such person described
in Section 5(a) above.
Section 6. Place of Meetings
Meetings shall be held at the principal office of the corporation
unless otherwise provided by the board or at such place within
or without the Commonwealth of Pennsylvania which has been
designated from time to time by resolution of the Board of
Section 7. Regular Meetings
Regular meetings of Directors shall be held a minimum of
four (4) times per calendar year.
Section 8. Special Meetings
Special meetings of the Board of Directors may be called
by any two directors or by the executive director.
Section 9. Notice of Meetings
Meetings of the board shall be held upon four (4) days' notice
by first class postal mail or forty-eight hours' notice delivered
personally, by telephone, or by electronic mail. If sent by
postal mail, the notice shall be deemed to be delivered on
its deposit in the mails. Such notices shall be addressed
to each director at his or her address as shown on the books
of the corporation.
Notice of the time and place of holding an adjourned meeting
need not be given to absent directors if the time and place
of the adjourned meeting are fixed at the meeting adjourned
and if such adjourned meeting is held no more than twenty-four
(24) hours from the time of the original meeting. Notice shall
be given of any adjourned regular or special meeting to directors
absent from the original meeting if the adjourned meeting
is held more than twenty-four (24) hours from the time of
the original meeting.
Section 10. Contents of Notice
Notice of meetings of the Board of Directors shall specify
the place, day and hour of the meeting. The purpose of any
board meeting need not be specified in the notice.
Section 11. Waiver of Notice and Consent to Holding Meetings
The transactions of any meeting of the board, however called
and noticed or wherever held, are as valid as though the meeting
had been duly held after proper call and notice, provided
a quorum, as hereinafter defined, is present and provided
that either before or after the meeting each director not
present signs a waiver of notice, a consent to holding the
meeting, or an approval of the minutes thereof. All such waivers,
consents, or approvals shall be filed with the corporate records
and made a part of the minutes of the meeting.
Section 12. Quorum for Meetings
A quorum shall consist of a majority of Directors.
Except as otherwise provided in these Bylaws or in the Articles
of Incorporation of this corporation, or by law, no business
shall be considered by the board at any meeting at which a
quorum, as hereinafter defined, is not present, and the only
motion which the Chair shall entertain at such meeting is
a motion to adjourn. However, a majority of the directors
present at such meeting may adjourn from time to time until
the time fixed for the next regular meeting of the board.
When a meeting is adjourned for lack of a quorum, it shall
not be necessary to give any notice of the time and place
of such adjourned meeting or of the business to be transacted
at such meeting, other than by announcement at the meeting
at which the adjournment is taken, except as provided in Section
10 of this Article.
The directors present at a duly called and held meeting at
which a quorum is initially present may continue to do business
notwithstanding the loss of a quorum at the meeting due to
a withdrawal of directors from the meeting, provided that
any action thereafter taken must be approved by at least a
majority of the required quorum for such meeting or such greater
percentage as may be specified by law, or the Articles of
Incorporation or these Bylaws of the corporation.
Section 13. Majority Action as Board Action
Every act or decision done or made by a majority of the directors
present at a meeting duly held at which a quorum is present
is the act of the Board of Directors, unless the Articles
of Incorporation or Bylaws of the corporation, or provisions
of the Pennsylvania Domestic Non-Profit Corporation Law, require
a greater percentage or different voting rules for approval
of a matter by the board.
Section 14. Conduct of Meetings
Meetings of the Board of Directors shall be presided over
by the Chairperson of the Board, or, if no such person has
been so designated or, in his or her absence, the President
of the corporation or, in his or her absence, by the Vice
Chair of the corporation or, in the absence of each of these
persons, by a chairperson chosen by a majority of the directors
present at the meeting. The Secretary of the corporation shall
act as secretary of the meetings of the board, provided that,
in his or her absence, the presiding officer shall appoint
another person to act as Secretary of the Meeting.
Meetings shall be governed by Roberts' 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.
Section 15. Action by Unanimous Written Consent Without
Any action required or permitted to be taken by the Board
of Directors under any provision of law may be taken without
a meeting, if all members of the board shall individually
or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the
proceedings of the board. Such action by written consent shall
have the same force and effect as the unanimous vote of the
directors. Any certificate or other document filed under any
provision of law which relates to action so taken shall state
that the action was taken by unanimous written consent of
the Board of Directors without a meeting and that the Bylaws
of this corporation authorize the directors to so act, and
such statement shall be prima facie evidence of such authority.
Section 16. Terms of Office
Each director shall hold office for a two-year term and until
his or her successor is elected and qualified or until his
or her earlier death, resignation, or removal. To ensure continuity,
members of the board will hold staggered terms of office,
with half the board's members elected in alternate years;
however, if at any time the board consists of an odd number
of directors, then in every even-numbered year the minimum
number of directors needed to constitute a majority of the
Board shall stand for election and in every odd-numbered year
the remaining directors shall stand for election; this process
shall continue until there is an even number of directors.
Section 17. Election
(a). Frequency and Timing. Board elections, in accordance
with Section 16 above shall be held annually, normally in
June . Timing of the election may be set by the board to
coincide with other activities of the corporation.
(b). Reasonable Nomination and Election Procedures.
This corporation shall make available to members reasonable
nomination and election procedures with respect to the election
of directors by voting members. Such procedures shall be
reasonable given the nature, size and operations of the
corporation, and shall include a reasonable means of nominating
persons for election as directors; a reasonable opportunity
for a nominee to communicate to the members the nominee's
qualifications and the reasons for the nominee's candidacy;
a reasonable opportunity for all nominees to solicit votes;
and a reasonable opportunity for all voting members to choose
among the nominees.
Upon the written request by any nominee for election to the
Board and the payment with such request of the reasonable
cost of mailing (including postage), the corporation shall,
within ten (10) business days after such request (provided
payment has been made) mail to all voting members or such
portion of them that the nominee may reasonably specify, any
material which the nominee shall furnish and which is reasonably
related to the election, unless the corporation within five
(5) business days after the request allows the nominee, at
the corporation's option, the right to do either of the following:
(i) inspect and copy the record of the members' names, addresses
and voting rights, at reasonable times, upon five (5) business
days' prior written demand upon the corporation, which demand
shall state the purpose for which the inspection rights are
requested; or (ii) obtain from the Secretary, upon written
demand and payment of a reasonable charge, a list of the names,
addresses and voting rights of those members entitled to vote
for the election of directors, as of the most recent record
date for which it has been compiled or as of any date specified
by the nominee subsequent to the date of demand.
The demand shall state the purpose for which the list is
requested and the membership list shall be made available
on or before the later of ten (10) business days after the
demand is received or after the date specified therein as
the date as of which the list is to be compiled.
If the corporation distributes any written election material
soliciting votes for any nominee for director at the corporation's
expense, it shall make available, at the corporation's expense,
to each other nominee, in or with the same material, the same
amount of space that is provided any other nominee, with equal
prominence, to be used by the nominee for a purpose reasonably
related to the election.
(c). Election by Written Ballot. Directors are elected
by written ballot. Such ballots for the election of directors
shall list the persons nominated at the time the ballots
are mailed or delivered. By vote of the board, the corporation
may develop an online voting process that preserves a written
record of the balloting.
Each voting member shall cast one ballot indicating up to
as many separate votes as there are directors to be elected.
Cumulative voting for the election of directors shall not
be permitted. The candidates receiving the highest number
of votes up to the number of directors to be elected shall
Section 18. Vacancies/Removal
(a). Vacancies. Vacancies on the Board of Directors
shall exist on the death, resignation or removal of any
director, and whenever the number of authorized directors
is increased. The Board of Directors may declare vacant
the office of a director who has been declared of unsound
mind by a final order of court, or convicted of a felony,
or been found by a final order or judgment of any court
to have breached any duty under the provisions of the Pennsylvania
Domestic Non-Profit Corporation Law.
(b). Removal. If the corporation has less than
fifty (50) members, directors may be removed without cause
by a majority of all members. If the corporation has fifty
(50) or more members, directors may be removed without cause
by vote of a majority of the votes cast at a membership
meeting at which a quorum is present.
(c). Resignation. Any director may resign effective
upon giving written notice to the Chairperson of the Board,
the President, the Secretary, or the Board of Directors,
unless the notice specifies a later time for the effectiveness
of such resignation. No director may resign if the corporation
would then be left without duly elected director or directors
in charge of its affairs, except upon notice to the Attorney
(d). Filling vacancies. Vacancies on the board
may be filled by the board with a person skilled in the
area of the position being vacated. The board may choose
to reallocate specific board positions to determine which
position is to be filled. If the number of directors then
in office is less than a quorum, then positions are filled
by (i) the unanimous written consent of the directors then
in office, (ii) the affirmative vote of a majority of the
directors then in office at a meeting held pursuant to notice
or waivers of notice complying with this Article of these
Bylaws, or (iii) a sole remaining director.
(e). Length of term. A person filling a vacancy
as provided by this Section shall hold office for the remainder
of the term of the person who created the vacancy or until
his or her earlier death, resignation or removal from office.
Section 19. Non-Liability of Directors
The directors shall not be personally liable for the debts,
liabilities or other obligations of the corporation.
Section 20. Indemnification by Corporation of Directors,
Officers, Employees and Other Agents
To the extent that a person who is, or was, a director,
officer, employee or other agent of this corporation has been
successful on the merits in defense of any civil, criminal,
administrative or investigative proceeding brought to procure
a judgment against such person by reason of the fact that
he or she is, or was, an agent of the corporation, or has
been successful in defense of any claim, issue or matter,
therein, such person shall be indemnified against expenses
actually and reasonably incurred by the person in connection
with such proceeding.
If such person either settles any such claim or sustains
a judgment against him or her, then indemnification against
expenses, judgments, fines, settlements and other amounts
reasonably incurred in connection with such proceedings shall
be provided by this corporation but only to the extent allowed
by, and in accordance with the requirements of, the Pennsylvania
Domestic Non-Profit Corporation Law.
Section 21. Insurance for Corporate Agents
The Board of Directors may adopt a resolution authorizing
the purchase and maintenance of insurance on behalf of any
agent of the corporation (including a director, officer, employee
or other agent of the corporation) against any liability other
than for violating provisions of any law relating to self-dealing
asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such, whether or not
the corporation would have the power to indemnify the agent
against such liability.
ARTICLE 4: OFFICERS
Section 1. Number of Officers
The officers of the corporation shall be a President, a Secretary,
and a Treasurer. The corporation may also have other officers,
as determined by the Board of Directors. Any number of offices
may be held by the same person except that neither the Secretary
nor the Treasurer may serve as the President or Chairperson
of the Board.
Section 2. Qualification, Election and Term of Office
Any person may serve as officer of the corporation. Officers
shall be elected by the Board of Directors, at any time, and
each officer shall hold office until he or she resigns or
is removed or is otherwise disqualified to serve, or until
his or her successor shall be elected and qualified, whichever
Section 3. Subordinate Officers
The Board of Directors may appoint such other officers or
agents as it may deem desirable, and such officers shall serve
such terms, have such authority and perform such duties as
may be prescribed from time to time by the Board of Directors
Section 4. Removal and Resignation
Any officer may be removed, either with or without cause,
by the Board of Directors, at any time. An officer may resign
at any time by giving written notice to the Board of Directors
or to the President or Secretary of the corporation. Any such
resignation shall take effect at the date of receipt of such
notice or at any later date specified therein, and, unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. The above provisions
of the Section shall be superseded by any conflicting terms
of a contract which has been approved or ratified by the Board
of Directors relating to the employment of any officer of
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification,
or otherwise, of any officer shall be filled by the Board
of Directors. In the event of a vacancy in any office other
than that of President, such vacancy may be filled temporarily
by appointment by the President until such time as the Board
shall fill the vacancy. Vacancies occurring in offices of
officers appointed at the discretion of the board may or may
not be filled, as the board shall determine.
Section 6. Duties of President
The President shall be the chief executive officer of the
corporation and shall, subject to the control of the Board
of Directors, supervise and control the affairs of the corporation
and the activities of the officers. He or she shall perform
all duties incident to his or her office and such other duties
as may be required by law, by the Articles of Incorporation
of this corporation, or by these Bylaws, or which may be prescribed
from time to time by the Board of Directors. Unless another
person is specifically appointed as Chairperson of the Board
of Directors, he or she shall preside at all meetings of the
Board of Directors. If applicable, the President shall preside
at all meetings of the members. Except as otherwise expressly
provided by law, by the Articles of Incorporation, or by these
Bylaws, he or she shall, in the name of the corporation, execute
such contracts, checks, or other instruments which may from
time to time be authorized by the Board of Directors.
Section 7. Duties of the Chairperson
In the absence of the President, or in the event of his or
her inability or refusal to act, the Chairperson shall perform
all the duties of the President, and when so acting shall
have all the powers of, and be subject to all the restrictions
on, the President. The Chairperson shall have other powers
and perform such other duties as may be prescribed by law,
by the Articles of Incorporation or by these Bylaws, or as
may be prescribed by the Board of Directors.
Section 8. Duties of the Secretary
The Secretary shall:
(a). Certify and keep at the principal office of the corporation
the original, or a copy of these Bylaws as amended or otherwise
altered to date.
(b). Keep at the principal office of the corporation or
at such other place as the board may determine, a book of
minutes of all meetings of the directors, and, if applicable,
meetings of committees of directors and of members, recording
therein the time and place of holding, whether regular or
special, how called, how notice thereof was given, the names
of those present or represented at the meeting, and the
(c). See that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law.
(d). Be custodian of the records and of the seal of the
corporation and see that the seal is affixed to all duly
executed documents, the execution of which on behalf of
the corporation under its seal is authorized by law or these
(e). Keep at the principal office of the corporation a
membership book containing the name and address of each
and any members, and, in the case where any membership has
been terminated, he or she shall record such fact in the
membership book together with the date on which such membership
(f). Exhibit at all reasonable times to any director of
the corporation, or to his or her agent or attorney, on
request therefor, the Bylaws, the Membership book, and the
minutes of the proceedings of the directors of the corporation.
(g). In general, perform all duties incident to the office
of Secretary and such other duties as may be required by
law, by the Articles of Incorporation of this corporation,
or by these Bylaws, or which may be assigned to him or her
from time to time by the Board of Directors.
Section 9. Duties of the Treasurer
Subject to the provisions of Article 6 of these Bylaws relating
to the "Execution of Instruments, Deposits and Funds,"
the Treasurer shall:
(a). Have charge and custody of, and be responsible for,
any funds and securities of the corporation, and deposit
any such funds in the name of the corporation in such banks,
trust companies, or other depositories as shall be selected
by the Board of Directors.
(b). Receive, and give receipt for, monies due and payable
to the corporation from any source whatsoever.
(c). Disburse, or cause to be disbursed, the funds of
the corporation as may be directed by the Board of Directors,
taking proper vouchers for any such disbursements.
(d). Keep and maintain adequate and correct accounts of
the corporation's properties and business transactions,
including accounts of its assets, liabilities, receipts,
disbursements, gains and losses.
(e). Exhibit at any reasonable times the book of account
and financial records to any director of the corporation,
or to his or her agent or attorney, on request therefor.
(f). Render to the President and directors, whenever requested,
an account of any or all of his or her transactions as Treasurer
and of the financial condition of the corporation.
(g). Prepare, or cause to be prepared, and certify, or
cause to be certified, the financial statements to be included
in any required reports.
(h). In general, perform any duties incident to the office
of Treasurer and such other duties as may be required by
law, by the Articles of Incorporation of the corporation,
or by these Bylaws, or which may be assigned to him or her
from time to time by the Board of Directors.
Section 10. Assignment of Duties and Responsibilities
The President may, with approval by the board, confer various
duties and responsibilities described in Section 6, 7, 8 and
9 of this Article upon the corporation's executive director,
who shall execute those duties and responsibilities as prescribed
Section 11. Compensation
The salaries of the officers, if any, shall be fixed from
time to time by resolution of the Board of Directors, and
no officer shall be prevented from receiving such salary by
reason of the fact that he or she is also a director of the
corporation, provided, however, that such compensation paid
a director for serving as an officer of the corporation shall
only be allowed if permitted under the provisions of Article
3, Section 4 of these Bylaws. In all cases, any salaries received
by officers of this corporation shall be reasonable and given
in return for services actually rendered for the corporation
which relate to the performance of the purposes of this corporation.
ARTICLE 5: COMMITTEES OF THE BOARD
Section 1. Executive Committee
The Board of Directors may, by a majority vote of directors,
designate two (2) or more of its members (who may also be
serving as officers of the corporation) to constitute an Executive
Committee and delegate to such Executive Committee any of
the powers and authority of the Board in the management of
the business and affairs of the corporation, except with respect
(a). The approval of any action which, under law or the
provisions of these Bylaws, requires the approval of the
voting members or of a majority of all of the voting members.
(b). The filling of vacancies on the Board or on any committee
which has the authority of the Board.
(c). The fixing of compensation of the directors for serving
on the Board or on any committee.
(d). The amendment or repeal of Bylaws or the adoption
of these Bylaws.
(e). The amendment or repeal of any resolution of the
Board which by its express terms cannot be so amended or
(f). The appointment of committees of the Board or the
(g). The expenditure of corporate funds to support a nominee
for director after there are more people nominated for director
than can be elected.
(h). The approval of any transaction to which this corporation
is a party and in which one or more of the directors has
a material financial interest, except as may be expressly
provided in the Pennsylvania Domestic Non-Profit Corporation
By a majority vote of its members then in office, the board
may at any time revoke or modify any or all of the authority
so delegated, increase or decrease by not below two (2) the
number of its members, and fill vacancies therein from the
members of the board. The Executive Committee shall keep regular
minutes of its proceedings, cause them to be filed with the
corporate records, and report the same to the board from time
to time as the board may require.
Section 2. Other Committees
The corporation shall have such other committees as may from
time to time be designated by resolution of the Board of Directors.
Such other committees may consist of persons who are not also
members of the Board. These additional committees shall act
in an advisory capacity only to the board and shall be clearly
titled as "advisory" committees.
Section 3. Meetings and Action of Committees
Meetings and action of committees shall be governed by, noticed,
held and taken in accordance with the provision of these Bylaws
concerning meetings of the Board of Directors, with such changes
in the context of such Bylaw provisions as are necessary to
substitute the committee and its members for the Board of
Directors and its members, except that the time for regular
meetings of committees may be fixed by resolution of the Board
of Directors or by the committee. The time for special meetings
of committees may also be fixed by the Board of Directors.
The Board of Directors may also adopt rules and regulations
pertaining to the conduct of meetings of committees to the
extent that such rules and regulations are not inconsistent
with the provision of these Bylaws.
ARTICLE 6: EXECUTION OF INSTRUMENTS, DEPOSITS
Section 1. Execution of Instruments
The Board of Directors, except as otherwise provided in these
Bylaws, may by resolution authorize any officer or agent of
the corporation to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined
to specific instances. Unless so authorized, no officer, agent,
or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its
credit or to render it liable monetarily for any purpose or
in any amount.
Section 2. Checks and Notes
Except as otherwise specifically determined by resolution
of the Board of Directors, or as otherwise required by law,
checks, drafts, promissory notes, orders for the payment of
money, and other evidence of indebtedness of the corporation
shall be signed by the corporation's Treasurer or by its executive
director, if the President has conferred such responsibility
upon him or her under Section 10, Article 4. In cases where
a given expenditure exceeds a monetary amount established
by the Board, such instruments shall also be countersigned
by the President or Treasurer of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited from time
to time to the credit of the corporation in such banks, trust
companies, or other depositories as the Board of Directors
Section 4. Gifts
The Board of Directors may accept on behalf of the corporation
any contribution, gift, bequest, or devise for the purposes
of the corporation.
ARTICLE 7: CORPORATE RECORDS, REPORTS AND
Section 1. Maintenance of Corporate Records
The corporation shall keep at its principal office:
(a). Minutes of all meetings of directors, committees
of the board and meetings of members, indicating the time
and place of holding such meetings, whether regular or special,
how called, the notice given, and the names of those present
and the proceedings thereof;
(b). Adequate and correct books and records of account,
including accounts of its properties and business transactions
and accounts of its assets, liabilities, receipts, disbursements,
gains and losses;
(c). A record of its members, indicating their names and
addresses, the class of membership held by each member,
and the termination date of any membership;
(d). A copy of the corporation's Articles of Incorporation
and Bylaws as amended to date, which shall be open to inspection
by the members of the corporation at all reasonable times
during office hours.
Section 2. Corporate Seal
The Board of Directors may adopt, use, and at will alter,
a corporate seal. Such seal shall be kept at the principal
office of the corporation. Failure to affix the seal to corporate
instruments, however, shall not affect the validity of any
Section 3. Director's Inspection Rights
Every director shall have the absolute right at any reasonable
time to inspect and copy all books, records and documents
of every kind and to inspect the physical properties of the
Section 4. Member's Inspection Rights
Every member shall have the following inspection rights,
for a purpose reasonably related to such person's interest
as a member:
(a). To inspect and copy the record of all members' names,
addresses and voting rights, at reasonable times, upon five
(5) business days' prior written demand on the corporation,
which demand shall state the purpose for which the inspection
rights are requested.
(b). To obtain from the Secretary of the corporation,
upon written demand and payment of a reasonable charge,
a list of the names, addresses and voting rights of those
members entitled to vote for the election of directors as
of the most recent record date for which the list has been
compiled or as of the date specified by the member subsequent
to the date of demand. The demand shall state the purpose
for which the list is requested. The membership list shall
be made available on or before the later of ten (10) business
days after the demand is received or after the date specified
therein as of which the list is to be compiled.
(c). To inspect in any reasonable time the books, records,
or minutes of proceedings of the members or of the board
or committees of the board, upon written demand on the corporation
by the member, for a purpose reasonably related to such
person's interests a member.
Section 5. Right to Copy and Make Extracts
Any inspection under the provisions of this Article may be
made in person or by agent or attorney and the right to inspection
includes the right to copy and make extracts.
Section 6. Annual Report
The board shall cause an annual report to be furnished not
later than one hundred and twenty (120) days after the close
of the corporation's fiscal year to all directors of the corporation
and to any member who requests it in writing, which report
shall contain the following information in appropriate detail:
(a). The assets and liabilities, including the trust funds,
of the corporation as of the end of the fiscal year;
(b). The principal changes in assets and liabilities,
including trust funds, during the fiscal year;
(c). The revenue or receipts of the corporation, both
unrestricted and restricted to particular purposes, for
the fiscal year;
(d). The expenses or disbursements of the corporation,
for both general and restricted purposes, during the fiscal
(e). The number of members of the corporation as of the
date of the report, together with a statement of increase
or decrease in such number during the fiscal year, and a
statement of the place where the names and addresses may
(f). Any information required by Section 7 of this Article.
The annual report shall be accompanied by any report therein
of independent accountants, or, if there is no such report,
the certificate of an authorized officer of the corporation
that such statements were prepared without audit from the
books and records of the corporation.
If this corporation receives twenty-five thousand dollars
($25,000) or more in gross revenues or receipts during the
fiscal year, the corporation shall automatically send the
above annual report to all members, in such manner, in such
time, and with such contents, including an accompanying report
from the corporation's independent accountants or certification
of a corporate officer, as specified by the above provisions
of this Section relating to the annual report.
Section 7. Annual Statement of Specific Transactions to
This corporation shall mail or deliver to all directors and
any and all members a statement within one hundred and twenty
(120) days after the close of its fiscal year which briefly
describes the amount and circumstances of any indemnification
or transaction in which the corporation was a party, and in
(a). Any director or officer of the corporation, or its
parent or subsidiary (a mere common directorship shall not
be considered a material financial interest); or
(b). Any holder of more than ten percent (10%) of the
voting power of the corporation, its parent or its subsidiary.
The above statement need only be provided with respect to
a transaction during the previous fiscal year involving more
than fifty thousand dollars ($50.000) or which was one of
a number of transactions with the same person involving, in
the aggregate more than fifty thousand dollars ($50,000).
Similarly, the statement need only be provided with respect
to indemnification or advances aggregating more than ten thousand
dollars ($10,000) paid during the previous fiscal year to
any director or officer, except that no such statement need
be made if such indemnification was approved by the members
pursuant to any provision of the Pennsylvania Domestic Non-Profit
Any statement required by this Section shall briefly describe
the names of the interested persons involved in such transaction,
stating each person's relationship to the corporation, the
nature of such person's interest provided that in the case
of a transaction with a partnership of which such person is
a partner, only the interest of the partnership need be stated.
If this corporation provides all members with an annual report
according to the provision of Section 6 of this Article, then
such annual report shall include the information required
in this Section.
ARTICLE 8: FISCAL YEAR
The fiscal year of the corporation shall begin on January
1st and end on December 3lst of each year.
ARTICLE 9: AMENDMENT OF BYLAWS
Subject to any provision of law applicable to the amendment
of Bylaws of domestic non-profit corporations, these Bylaws,
or any of them, may be altered, amended, or repealed and new
Bylaws adopted only as follows:
(a). Subject to the power of members to change or repeal
these Bylaws and Section 5504(B) of the Pennsylvania Domestic
Non-Profit Corporation Law, by approval of the Board of
Directors unless the Bylaw amendment would materially and
adversely affect the rights of members in regard to voting
or the ability to transfer interest in the corporation,
provided, however, if this corporation has admitted any
members, then a Bylaw specifying or changing the fixed number
of directors of the corporation, the maximum or minimum
number of directors, or changing from a fixed to a variable
board or vice versa, may not be adopted, amended, or repealed
except as provided in subparagraph (b) of this Section;
(b). By approval of the voting members of this corporation.
ARTICLE 10: AMENDMENT OF ARTICLES
Section 1. Amendment of Articles Before Admission of Members
Before any members have been admitted to the corporation,
any amendment of the Articles of Incorporation may be adopted
by approval of the Board of Directors.
Section 2. Amendment of Articles After Admission of Members
After members have been admitted to the corporation, any
amendment of the Articles of Incorporation may be adopted
by the approval of the Board of Directors and by the approval
of the members of this corporation.
Section 3. Certain Amendments
Notwithstanding the above Sections of this Article, this
corporation shall not amend its Articles of Incorporation
to alter any statement which appears in the original Articles
of Incorporation relating to the names and addresses of the
first directors of this corporation, nor the name and address
of its initial agent, except to correct an error in such statement.
ARTICLE 11: PROHIBITION AGAINST SHARING CORPORATE
POWERS AND ASSETS
No member, director, officer, employee, or other person connected
with this corporation, or any private individual, shall receive
at any time any of the net earnings or pecuniary profit from
the operations of the corporation, provided, however, that
this provision shall not prevent payment to any such person
of reasonable compensation for services performed for the
corporation in effecting any of its public purposes, provided
that such compensation is otherwise permitted by these Bylaws
and is fixed by resolution of the Board of Directors; and
no such person or persons shall be entitled to share in the
distribution of, and shall not receive, any of the corporate
assets on dissolution of the corporation. The members of the
corporation shall be deemed to have expressly consented and
agreed that on such dissolution or winding up of the affairs
of the corporation, whether voluntarily or involuntarily,
the assets of the corporation, after all debts have been satisfied,
shall be distributed as required by the Articles of Incorporation
of this corporation and not otherwise.
ARTICLE 12: MEMBERS
Section 1. Determination and Rights of Members
The corporation shall have two classes of members: voting
and non-voting. The Board of Directors shall have the authority
to create subclasses within each of the two classes and to
establish the particular attributes, qualifications, fees,
benefits, and the like in regard to each class and any subclasses
within each class. No member shall hold more than one membership
in the corporation.
Section 2. Qualifications of Members
Any organization or individual may become a member of this
corporation, provided that the organization or individual
is willing and able to support its objectives as described
in Article 2.
Section 3 Member Sections
The Board of Directors on its own initiative may create member
sections which shall operate within the framework of the corporation.
The Board of Directors shall designate the purpose and activities
of any member section it so creates. Such sections may, among
other things, focus on particular structured information standards
or families of standards. Membership in such member sections
shall be open to any member of the corporation.
The members of each Member Section shall select the chair
of such Section and establish the rules of procedure to govern
such Section, provided, however, that such rules of procedure
shall be approved in advance by the Board of Directors. Under
these rules of procedure, the Member Section may engage in
technical and marketing activities and spend funds allocated
to the Member Section, provided, however, that such activities
and expenditures shall be subject to the limitations on corporate
actions contained in these Bylaws and in the Articles of Incorporation
and shall also be subject to the provisions of the Pennsylvania
domestic non-profit corporation law. In addition, a Member
Section shall be governed by those additional rules and regulations
promulgated by the Board of Directors from time to time as
may be applicable to Member Sections generally or to the Member
Section in question. The Member Section shall report on its
activities at least quarterly to the Board of Directors.
Every member may, at the time it joins or renews its membership
in the corporation, join or renew its membership in a member
section and allocate a portion of the membership fee it pays
to the corporation to such member section. The maximum amount
any member shall be allowed to so allocate shall be established
by the Board of Directors.
Section 4. Admission of Members
Applicants shall be admitted to membership on making application
therefore in writing and upon payment of first annual dues,
or upon receipt of consideration, as specified in the following
Sections of this Bylaw.
Section 5. Fees and Dues
(a). A fee charged for making application for membership
in the corporation may be specified from time to time by
resolution of the Board of Directors. Such fees, if applicable,
shall be payable with the application for membership.
(b). The annual dues payable to the corporation by members
shall be in such amount as may be determined from time to
time by resolution of the Board of Directors.
Section 6. Number of Members
There is no limit on the number of members the corporation
Section 7. Membership Book
The corporation shall keep a membership book containing the
name and address of each member. Termination of the membership
of any member shall be recorded in the book, together with
the date of termination of such membership. Such book shall
be kept at the corporation's principal office and shall be
available for inspection by any director or member of the
corporation during regular business hours.
The record of names and addresses of the members of this
corporation shall constitute the membership list of this corporation
and shall not be used, in whole or part, by any person for
any purpose not reasonably related to a member's interest
as a member.
Section 8. Non-liability of Members
A member of this corporation is not, as such, personally
liable for the debts, liabilities, or obligations of the corporation.
Section 9. Non-transferability of Membership
No member may transfer a membership or any right arising
therefrom unless otherwise permitted by a resolution of the
Board of Directors.
Section 10. Termination of Membership
(a). Grounds for termination. The membership of
a member shall terminate upon the occurrence of any of
the following events:
(i). Upon its notice of such termination delivered to
the President or executive director of the corporation
personally or by mail, such membership to terminate upon
the date of delivery of the notice or date of deposit
in the mail.
(ii). Upon a determination by the Board of Directors
that the member has engaged in conduct materially and
seriously prejudicial to the interests or purposes of
(iii). Upon failure to renew its membership by paying
dues on or before their due date, such termination to
be effective thirty (30) days after written notification
of delinquency is given personally or mailed to such member
by the Secretary of the corporation. A member may avoid
such termination by paying the amount of delinquent dues
within such thirty (30) day period following the mailing
of the written notification of delinquency.
(b). Procedure for Expulsion. Following the determination
that a member should be expelled under subparagraph (a)(ii)
of this Section, the following procedure shall be implemented:
(i). A notice shall be sent first-class or registered
mail to the last address of the member as shown on the
corporation's records, setting forth the fact that the
Board of Directors has determined that a member has engaged
in conduct warranting expulsion and the details of such
conduct. Such notice shall be sent at least fifteen (15)
days before the proposed effective date of the expulsion.
(ii). The member being expelled shall be given an opportunity
to be heard, either orally or in writing, at a hearing
to be held not less than five (5) days before the effective
date of the proposed expulsion. The hearing will be held
by the Board of Directors in accordance with the quorum
and voting rules set forth in these Bylaws applicable
to the meetings of the Board. The notice to the member
of his or her proposed expulsion shall state the date,
time, and place of the hearing on his or her proposed
(iii). Following the hearing, the Board of Directors
shall decide whether or not the member should in fact
be expelled, suspended, or sanctioned in some other way.
The decision of the Board shall be final.
(iv). Any organization expelled from the corporation
shall receive a refund on dues already paid. The refund
shall be pro-rated to return only the unaccrued balance
remaining for the period of the dues payment.
Section 11. Rights on Termination of Membership
All rights of a member in the corporation shall cease on
termination of membership as herein provided.
Section 12. Amendments Resulting in the Termination of
Notwithstanding any other provision of these Bylaws, if any
amendment of the Articles of Incorporation or of the Bylaws
of this corporation would result in the termination of all
memberships or any class of memberships, then each amendment
or amendments shall be effected only in accordance with the
provisions of the Pennsylvania Domestic Non-Profit Corporation
ARTICLE 13: MEETINGS OF MEMBERS
Section 1. Place of Meetings
Meetings of members shall be held at the principal office
of the corporation or at such other place or places within
or without the Commonwealth of Pennsylvania as may be designated
from time to time by resolution of the Board of Directors.
Section 2. Annual and Other Regular Meetings
The members shall meet annually at a minimum of one (1) time
per calendar year for the purpose of transacting business
as may come before the membership.
Section 3. Special Meetings of Members
Special meetings of the members shall be called by the Board
of Directors, the Chairperson of the Board, or the President
of the corporation. In addition, special meetings of the members
for any lawful purpose may be called by ten percent ( 10%)
or more of the voting members.
Section 4. Notice of Meetings
(a). Time of Notice. Whenever members are required
or permitted to take action in a meeting, a written notice
of the meeting shall be given by the Secretary or executive
director of the corporation not less than ten (10) nor more
than ninety (90) days before the date of the meeting to
each member who, on the record date for the notice of the
meeting, is entitled to vote thereat.
(b). Manner of Giving Notice. Notice of a members'
meeting or any report shall be given either personally or
by mail or other means of electronic communication addressed
to the member at the address of such member appearing on
the books of the corporation or given by the member to the
corporation for the purpose of notice; or if no address
appears or is given, at the place where the principal office
of the corporation is located. . Notice shall be deemed
to have been given in the time when delivered personally
or deposited in the mail or sent by electronic mail or other
means of written communication.
(c). Contents of Notice. Notice of a membership
meeting shall state the place, date, time of the meeting
and (i) In the case of a special meeting, the general nature
of the business to be transacted, and no other business
may be transacted, or (ii) In the case of a regular meeting,
those matters which the Board, in the time notice is given,
intends to present for action by the members. Subject to
any provision to the contrary contained in these Bylaws,
however; any proper matter may be presented at a regular
meeting for each action.
(d). Notice of Meetings Called by Members. If a
special meeting is called by members as authorized by these
Bylaws, the request for the meeting shall be submitted in
writing, specifying the general nature of the business proposed
to be transacted and shall be delivered personally or sent
by registered mail to the Secretary of the corporation.
The Secretary shall promptly fix the date of the meeting
and cause notice to be given to the members entitled to
vote of the same. The date for such meeting shall be not
more than sixty (60) days after the receipt of the request.
(e). Waiver of Notice of Meetings. The transactions
of any meeting of members, however called and noticed, and
wherever held, shall be as valid as though taken in a meeting
duly held after regular call and notice, if a quorum is
present and if, either before or after the meeting, each
of the persons entitled to vote but who were not present
signs a written waiver of notice or a consent to the holding
of the meeting or an approval of the actions taken therein.
All such waivers, consents and approvals shall be filed
with the corporate records or made a part of the minutes
of the meeting. Waiver of notices or consents need not specify
either the business to be transacted or the purpose of any
regular or special meeting of members, except that if action
is taken or proposed to be taken for approval of any of
the matters specified in subparagraph (f) of this section,
the waiver of notice or consent shall state the general
nature of the proposal.
(f). Special Notice Rules for Approving Certain Proposals.
If action is proposed to be taken or is taken with respect
to the following proposals, such action shall be invalid
unless unanimously approved by those entitled to vote or
unless the general nature of the proposal is stated in the
notice of meeting or in any written waiver of notice: (i)
removal of directors without cause; (ii) amending the Articles
of Incorporation; and (iii) an election to voluntarily wind
up and dissolve the corporation.
Section 5. Quorum for Meetings
A quorum shall consist of one third of the voting members
of the corporation. The members present at a duly called and
held meeting at which a quorum is initially present may continue
to do business notwithstanding the loss of a quorum at the
meeting due to a withdrawal of members from the meeting provided
that any action taken after the loss of a quorum must be approved
by at least a majority of the members required to constitute
In the absence of a quorum, any meeting of the members may
be adjourned from time to time by the vote of a majority of
the votes represented in person or by proxy at the meeting,
but no other business shall be transacted at such meeting.
When a meeting is adjourned for lack of a sufficient number
of voting members at the meeting or otherwise, it shall not
be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted at such
meeting other than by announcement at the meeting at which
the adjournment is taken of the time and place of the adjourned
meeting. However, if after the adjournment a new record date
is fixed for notice or voting, a notice of the adjourned meeting
shall be given to each member who, on the record date for
notice of the meeting, is entitled to vote at the meeting.
A meeting shall not be adjourned for more than forty-five
Notwithstanding any other provision of this Article, if this
corporation authorizes members to conduct a meeting with a
quorum of less than one-third (1/3) of the voting power, then
no action may be taken on a matter unless the general nature
of the matter was stated in the notice of the regular meeting.
Section 6. Majority Action as Membership Action
Every act or decision done or made by a majority of voting
members present in person or by proxy at a duly held meeting
at which a quorum is present is the act of the members, unless
the law, the Articles of Incorporation of this corporation
or these Bylaws provide otherwise.
Section 7. Voting Rights
Each voting member is entitled to one vote on each matter
submitted to a vote by the members. Voting at duly held meetings
shall be by voice vote. Election of Directors, however, shall
be by ballot.
Section 8. Conduct of Meetings
Meetings of members shall be presided over by the Chairperson
of the Board, or, if there is no Chairperson, by the President
of the corporation or, in his or her absence, by the Vice
Chair of the corporation or, in the absence of all of these
persons, by a Chairperson chosen by a majority of the voting
members present in person. The Secretary of the corporation
shall act as Secretary of all meetings of members, provided
that, in his or her absence, the presiding officer shall appoint
another person to act as Secretary of the Meeting.
Meetings shall be governed by Roberts' 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 any provision of law.
Section 9. Action by Written Ballot Without a Meeting
Any action which may be taken at any regular or special meeting
of members may be taken without a meeting if the corporation
distributes a written ballot to each member entitled to vote
on the matter. The ballot shall set forth the proposed action,
provide a opportunity to specify approval or disapproval of
each proposal, provided that where the person solicited specifies
a choice with respect to any such proposal the vote shall
be cast in accordance therewith, and provide a reasonable
time within which to return the ballot to the corporation.
Ballots shall be mailed or delivered in the manner required
for giving notice of meetings specified in Section 4 (b) of
All written ballots shall also indicate the number of responses
needed to meet the quorum requirement and, except for ballots
soliciting votes for the election of directors, shall state
the percentage of approvals necessary to pass the measure
submitted. The ballots must specify the time by which they
must be received by the corporation in order to be counted.
Approval of action by written ballot shall be valid only
when the number of votes cast by ballot within the time period
specified equals or exceeds the quorum required to be present
at a meeting authorizing the action, and the number of approvals
equals or exceeds the number of votes that would be required
to approve the action at a meeting at which the total number
of votes cast was the same as the number of votes cast by
A written ballot may not be revoked after its receipt by
the corporation or its deposit in the mail, whichever occurs
Section 10. Action by Unanimous Written Consent Without
Except as otherwise provided in these Bylaws, any action
required or permitted to be taken by the members may be taken
without a meeting, if all members shall individually or collectively
consent in writing to the action. The written consent or consents
shall be filed with the minutes of the proceedings of the
members. The action by written consent shall have the name
force and effect as a unanimous vote of the members.
Section 11. Record Date for Meetings
The record date for purposes of determining the members entitled
to notice, voting rights, written ballot rights, or any other
right with respect to a meeting of members or any other lawful
membership action, shall be fixed pursuant to the provisions
of the Pennsylvania Domestic Non-Profit Corporation Law.
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS
We the undersigned are all of the persons named as the initial
directors in the Articles of Incorporation of SGML Open, a
Pennsylvania Domestic Non-Profit corporation, and pursuant
to the authority granted to the directors by these Bylaws
to take action by unanimous written consent without a meeting,
consent to, and hereby do, adopt the foregoing Bylaws, consisting
of 27 pages, as the Bylaws of this corporation.
Dated: (see original signature sheet, attached.)
AMENDMENTS AND APPROVALS
These bylaws, consisting of 21 pages, were amended and approved
This, is to certify that the foregoing is a true and correct
copy of the Bylaws of the corporation named in the title thereto
and that such Bylaws were duly adopted by the Board of Directors
of said corporation on the date set forth below.
20 JULY 1995
signed Bruce Eric Brown, Director signed Pamela L. Gennusa, Director signed Paul Grosso, Director signed Yuri Rubinsky, Director signed David B. Seaman, Director signed Kent J. Summers, Director signed Robin A. Tomlin, Director
22 NOVEMBER 1996
This document reflects changes made by the Membership at
the Annual General Membership Meeting held 22 November 1996.