MEETING OF BOARD OF DIRECTORS Billerica, MA
Thursday/Friday, 9-10 August 2001
Director (Outgoing) and Secretary Pro-tem, First day
Director and Secretary Pro-tem, Second day
OASIS Executive Director
OASIS Director of Technical Operations
General Manager, XML.org
CPA, Ruane & Bucci
1. Opening and Agenda Approval. The meeting was called
to order at 8:40 by Bill Smith, who then turned the agenda
over to Patrick Gannon. The agenda was approved as proposed.
2. OASIS Overview. After introductions, Laura Walker
provided an OASIS overview, covering organization, staff,
members and general activities.
3. XML.org Overview. Leo Kraunelis reviewed the structure
and activities of XML.org and the Cover Pages, and the following
resolutions were passed:
Resolution 010809-01. Resolved unanimously: That the
ACXO (Advisory Committee on XML.org) is hereby renamed the
"XML.org Advisory Committee" (the "Committee").
Resolution 010809-02. Resolved unanimously: That the
charter of the XML.org Advisory Committee (the "Committee")
shall be to provide general guidance and advice on direction
and enhancement of XML.org to the OASIS Board of Directors.
Resolution 010809-03. Resolved unanimously: That the
Committee shall be subject to the policies and procedures
set forth as follows, which may be modified from time to time
by the Board of Directors in its sole discretion.
Meetings of the Committee shall be governed by, noticed,
held and taken in accordance with the provisions of OASIS's
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 Committee may be fixed
by resolution of the Board of Directors or by the Committee.
The time for special meetings of the Committee may also
be fixed by the Board of Directors.
The Committee shall be made up of members appointed
and serving the terms as set forth below (all references
to "Sponsors" are references to XML.org Sponsors):
Each Premier, Platinum, Gold and Silver Sponsor may
appoint one Committee member, to serve a term concurrent
with the term of the Sponsor's sponsorship.
The General Manager of XML.org will automatically
be a member of the Committee, to serve so long as he
or she is General Manager of XML.org.
Bronze and Contributing Sponsors may not appoint representatives
to the Committee.
The General Manager of XML.org, or in his/her absence
a chairperson chosen by a majority of the members present
at the meeting, will be Chair of the Committee and will
provide the OASIS Board with the minutes of each Committee
The General Manager will effectively communicate to the
Board all committee advice and inquiries relating to the
mission of XML.org and changes to XML.org that would fundamentally
alter its features and/or functionality.
Each member of the Committee shall have one vote on all
matters that come before the Committee for a vote.
Neither the Committee nor any individual member of the
Committee in his or her capacity as a Committee member shall
have any authority to act for or on behalf of, or to bind,
4. 1H01 Financial Review. Tom Ruane presented 1H01
Financial Review, including comparative statements and ratios.
5. Management Changes. Following a closed discussion
among the current and incoming Board members, the Board passed
the following resolution.
Resolution 010809-04. Resolved unanimously: That the
Board accepts Laura Walker's resignation dated August 3, 2001.
6. PAC and TC Activities. Karl Best presented a summary
of Process Advisory Committee and Technical Committee topics.
Action Item 010809-01. The copyright policy and practices
for OASIS Technical Committee intellectual property, including
proposed submissions to external bodies, will be discussed
at a subsequent meeting of the Board or sub-committee of the
Resolution 010809-05. Resolved: The Board approves
the PAC Recommendations for Changes to the OASIS TC Policy
contained in an email from the PAC Chair to the Board Chair
dated July 13, 2001, as written. Ayes 5, Nay 0, Abstain 1.
The Board continued discussing the ACXO/XML.org resolutions
in Item 3 above.
Resolution 010809-06. Resolved unanimously: That,
in order to become an XML.org Sponsor or to renew its XML.org
Sponsorship for an additional term, such entity shall enter
into a standard form sponsorship agreement.
Additional Notes to Resolution 010809-06: Smith requests
the standard form agreement be substantially similar to the
SAP agreement; Mikula stipulated to remove references which
cited the appointment of XML experts and XML.org contributing
editors as sponsor benefits; Kearns stipulated that modification
of sponsorship levels and benefits is required.
Resolution 010809-07. Resolved unanimously: That,
in order for an entity to become a Cover Pages Sponsor or
to renew its Cover Pages Sponsorship for an additional term,
such entity shall enter into a standard form sponsorship agreement
in the form designated as Exhibit C in the meeting.
Additional Notes to Resolution 010809-07: Smith stipulated
stating the $40K fee on the first page of the Exhibit, noting
a maximum of 5 sponsors and reviewing the old contract. Mikula
stipulated the need for an integration plan between XML.org
and the Cover Pages.
[At this point, the meeting was adjourned for the day at
7. Opening, Second Day. Bill Smith opened the meeting
at 8:40 am and turned over agenda to Patrick Gannon. Laura
Walker requested to give a presentation to the outgoing directors.
She presented gifts and thanked each of the outgoing directors
for their service to OASIS. Patrick Gannon extended his appreciation
to outgoing directors, and welcomed in new directors. The
Incoming Directors were seated and the new Board of Directors
8. Roles & Responsibilities, Election of Officers.
Laura Walker presented a review of the roles and responsibilities
of OASIS Directors. Patrick Gannon presided over the election
of Officers and assignments to Subcommittees of the Board
of Directors. As Patrick has assumed duties as interim CEO,
he resigned from the Technical Advisory Committee. Norbert
Mikula also resigned from the Technical Advisory committee.
The results of elections are:
Officers of the OASIS Corporation:
President: Patrick Gannon remains as President of
Secretary and Treasurer: Jim Hughes.
Board of Directors:
Chairman: Colin Evans.
Vice-Chair: Norbert Mikula.
Executive Committee: Colin Evans, Patrick Gannon,
and Jim Hughes, with Norbert Mikula, as Vice-Chair,
serving if Colin is not available.
Staffing Committee: Simon Nicholson, Christopher Kurt,
and Norbert Mikula.
Technical Advisory Committee: Michael Weiner, Christopher
Kurt and Una Kearns.
Finance Committee: Jim Hughes, Simon Nicholson, and
Strategy Committee: Patrick Gannon, Norbert Mikula,
Christopher Kurt, and Una Kearns
9. ebXML Management Committee. The board discussed
appointments to the ebXML Management Committee, which consists
of representatives from both OASIS and UN/CEFACT and was chartered
during the Vienna Conference in May 2001 to coordinate follow-on
ebXML team activities. Subsequent to the Vienna meeting, OASIS
received a request from UN/CEFACT to rename this group a "Joint
Coordination Committee (JCC)" as its main role is in coordination
and not management.
Action Item 010809-02. Patrick Gannon to schedule
a conference call meeting to discuss the three OASIS delegates
to the ebXML Joint Coordinating Committee; nominations will
then be presented to the OASIS Board of Directors for approval.
Patrick is to send the meeting notice to both outgoing and
current board members.
10. Mission Statement. Laura Walker reviewed the OASIS
mission statement with Board.
Action Item 010809-03. Patrick Gannon assigned an
action item to the Strategy Committee to review the OASIS
mission statement and give a proposal for appropriate modifications
to the Board.
11. 2H01 Plan and Strategic Review. Laura Walker reviewed
finances and provided an overview of a revised forecast for
June-Dec 2001; however, it was noted that some staff had not
participated in preparing the revised forecast. Staff will
go back and work further on details of the forecast and resubmit
it at a later board meeting.
Resolution 010809-07. Resolved unanimously: That a
letter be sent to Sovereign Bank to remove Laura Walker and
Jonathon Parsons as authorized signers on the OASIS accounts,
and to add Patrick Gannon and Jim Hughes as signers on the
12. Board Meeting Schedule. The board then discussed
scheduling for future board meetings, which will be as follows:
Next OASIS Board conference call meeting will be August
23rd (11am - 1pm PDT). Conference Calls will then be every
third Thursday of the month during 11am - 1pm PST/PDT.
Board Face to Face meetings will be as follows:
September 25th, in San Francisco. IBM will host the
meeting in their offices.
December 4th, at HP Offices in Cupertino.
The OASIS Annual General Meeting will be held on the evening
of Wednesday December 12th at XML2001 in Florida. OASIS
Staff will review the feasibility of this date with conference
13. Closing. There being no further business, the
Chair closed the meeting at 12:50 p.m.