Referenced

Bylaws

AMENDED AND RESTATED BYLAWS

OASIS Open

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 its Board of Directors (hereafter referred to as Board). The corporation shall have and continuously maintain in the Commonwealth of Pennsylvania a registered office at an address to be designated from time to time by the Board, which may, but need not, be the same as its place of business.

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 may, from time to time, designate.

ARTICLE 2: PURPOSES

OASIS is a global, member-driven community committed to improving the interoperability, portability, security and privacy of technology products and services through the development and promotion of collaborative open standards, open source, and open data projects.

The primary objectives and purposes of this corporation shall be: (a) to provide an open venue to discuss market needs and directions, and to develop and refine information technology standards, specifications, code, policies, and methodologies, (b) to encourage diversity, choice and interoperability among application and product implementations, and (c) to engage in other activities to encourage and make practical the adoption and use of the foregoing artifacts. It also may engage in any other activities and undertake any other actions permitted under the Pennsylvania Non-Profit Corporation Law.

ARTICLE 3: DIRECTORS

Section 3.1. Number and Qualifications of Directors

(a) The corporation shall have not less than one (1) nor more than eleven (11) Directors, as determined by the Board from time to time, and collectively they shall be known as the Board. 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.

(b) Each Director shall be a natural person of the age 18 years or older, and need not be a resident of the Commonwealth of Pennsylvania. Each Director shall be a member or an employee, designee or representative of a member. No more than one Director shall be an employee, designee or representative of one particular member at any time.

(i) 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, other than compensation payable to a Director as Officer, as may be permitted in these Bylaws; or

(ii) Any brother, sister, ancestor, descendant, spouse, domestic partner, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of any person in clause (i) above.

Section 3.2. Powers of Board; Non-Profit Corporation

Subject to the provisions of the Pennsylvania 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.

The Board may exercise all such powers of the corporation and do all such lawful acts and things as are directed or required to be exercised and done by statute, the Articles of Incorporation or these Bylaws. 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.

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 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 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.

Section 3.3. Duties of Directors

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, or by these Bylaws; (b) Supervise the officers and agents of the corporation; (c) Meet at such times and places as are established according to these Bylaws; and (d) Register their addresses as required for the operation of the corporation.

Section 3.4. Compensation of Directors

Directors shall serve without compensation in any capacity, except under the officer compensation provisions of Section 5.11. Directors shall be allowed reasonable reimbursement of expenses incurred in the performance of their regular duties as Directors

Section 3.5. Place of Board Meetings; Telecommunication and Electronic Meetings

Meetings of the Board shall be held by teleconference or other electronic technology, or at the principal office of the corporation, or at such place within or without the Commonwealth of Pennsylvania which has been designated from time to time by resolution of the Board. One or more Directors may participate in any physical meeting of the Board, or of any committee thereof, by means of teleconference or other electronic technology. Teleconference or other electronic technology used to conduct a Board meeting must permit all persons participating in the meeting to hear one another. Participation in a meeting by such means shall constitute presence in person at the meeting.

Section 3.6. Regular Board Meetings

Regular meetings of the Board shall be held a minimum of four (4) times per calendar year.

Section 3.7. Special Board Meetings

Special meetings of the Board may be called by any two Directors or by the President or by the Board Chair. Special Meetings shall be restricted solely to the topics for which the meeting is called, as stated in the notice.

Section 3.8. Notice of Board Meetings

Notice of meetings of the Board, stating the day, hour, and place or method of such meeting, shall be provided to each Director, in accordance with the provisions of Article 12, at least five (5) calendar days before each regular meeting, and at least two (2) calendar days before each special meeting. The purpose of any Special Board meeting shall be specified in its notice.

Section 3.9. 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. Attendance of a Director at any Board meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.

Section 3.10 Quorum for Meetings

A quorum for any meeting shall consist of a majority of Directors elected and seated as of that meeting.

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 defined in this Section 3.10, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn from time to time, which may be approved by a majority of the Directors remaining present at such meeting.

Section 3.11. 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, unless the Articles of Incorporation or Bylaws of the corporation, or provisions of the Pennsylvania Non-Profit Corporation Law, require a greater percentage or different voting rules for approval of a matter by the Board.

Section 3.12. Conduct of Meetings

Meetings of the Board shall be presided over by the Board Chair, or, if no such person has been so designated or, if there is no Chair present, by the Board Vice-Chair or, in their absence, by the President of the corporation or, in the absence of each of these persons, by a chair 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 their absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by the current edition of Robert’s Rules of Order Newly Revised (RONR), 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 3.13. Action by Unanimous Written Consent Without Meeting

Section 3.14. Terms of Office

Each Director shall hold office for a two-year term and until their successor is elected and qualified or until their earlier death, resignation, or removal. To ensure continuity, members of the Board will hold staggered terms of office, with the minimum number of Directors needed to constitute a majority of the Board standing for election in every even-numbered year and the remaining Directors standing for election in every odd-numbered year.

Section 3.15. Election of Directors

(a) Frequency and Timing. Board elections in accordance with Section 3.14 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) Eligibility. To be nominated for and serve on the Board, a person must qualify according to the eligibility criteria for Directors in Section 3.1. No person may be nominated if their election could result in a violation of Section 3.1. The corporation shall publish the Board meeting attendance record of Directors annually at the start of each general Board election.

(c) 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.

(d) 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 be elected.

(e) Verification of Results. If the number of candidates exceeds the number of Director positions to be elected, then the election results shall be verified at the expense of the corporation by a neutral third-party, whose determination shall be final.

Section 3.16. Vacancies and Removal of Directors

(a) Vacancies. Vacancies on the Board shall exist on the death, resignation or removal of any Director, and whenever the number of authorized Directors is increased. The Board 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 Non-Profit Corporation Law, or if within 60 days after notice of their election, the Director does not accept such office either in writing or by attending a meeting of the Board.

(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. If a Director fails to attend 3 consecutive regularly-scheduled Board meetings, their seat will be declared vacant.

(c) Resignation. Any Director may resign effective upon giving written notice to the Board Chair, the President, the Secretary, or the Board, 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 General of the Commonwealth of Pennsylvania.

(d) Filling vacancies. If a Director vacancy occurs less than eight months before the end of that Director’s term, the vacancy may be filled by a majority vote of the remaining members of the Board. If the number of Directors then in office is less than a quorum, then such a position may be 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 3 of these Bylaws, or
            (iii) a sole remaining Director.

Notwithstanding the above, if a Director vacancy occurs at least eight months before the end of that Director’s term, such vacancy shall not be filled by the Board, but rather shall be filled by a special election, to be held on the sooner of the two following dates: (1) concurrently with the next general Board election, or (2) approximately six months after the date of the last general Board election.

Each person so elected shall be a Director to serve for the balance of the unexpired term. or until their earlier death, resignation or removal from office.

Section 3.17. Liability of Directors

(a) A director of the corporation shall stand in a fiduciary relation to the corporation and shall perform their duties as a Director, including their duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner the Director reasonably believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing their duties, a Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: one or more officers or employees of the corporation whom the Director reasonably believes to be reliable and competent in the matters presented; legal counsel, public accountants or other persons as to matters which the Director reasonably believes to be within the professional or expert competence of such persons; or a committee of the Board upon which the Director does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. A Director shall not be considered to be acting in good faith if the Director has knowledge concerning the matter in question that would cause their reliance to be unwarranted.

(b) In discharging the duties of their respective positions, the Board, committees of the Board and individual Directors may, in considering the best interests of the corporation, consider the effects of any action upon employees, suppliers and customers of the corporation and communities in which offices or other establishments of the corporation are located, and all other pertinent factors. The consideration of these factors shall not constitute a violation of paragraph (a) of this Section.

(c) Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interests of the corporation.

(d) A Director of the corporation shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless: the Director has breached or failed to perform the duties of their office under paragraphs (a) through (c) of this Section, and that breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

(e) The provisions of paragraph (d) of this Section hereof shall not apply to: the responsibility or liability of a Director pursuant to any criminal statute; or the liability of a Director for the payment of taxes pursuant to local, state or federal law.

(f) Notwithstanding any other provisions of these Bylaws, the approval of members shall be required to amend, repeal or adopt any provision as part of these Bylaws that is inconsistent with the purpose or intent of this Section 3.17 and, if any such action shall be taken, it shall become effective only on a prospective basis from and after the date of such member approval. The provisions of this Section 3.17 were adopted by the members of the corporation on December 17, 2020.

ARTICLE 4: COMMITTEES OF THE BOARD

Section 4.1. Executive Committee

The Board may, by a majority vote of Directors elected and seated, designate two (2) or more of its members (who may also be serving as unpaid 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 for the following powers which are reserved for the full Board:

(a) The approval or submission to members of any action which, under law or the provisions of these Bylaws, requires the approval of all voting members or of a majority of the voting members of the corporation.

(b) The filling of vacancies on the Board or on any committee which has the authority of the Board.

(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 repealed.

(f) The appointment of committees of the Board or the members thereof.

(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 Non-Profit Corporation Law.

By a majority vote of its members then elected and seated, 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 when substantive issues are decided, 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 4.2. Advisory Board Committees

The corporation shall have such other committees as may from time to time be designated by resolution of the Board. The Board shall appoint members to each such committee, and a chair for each committee, by resolution, all of who serve at the pleasure of the Board. All such 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 4.3. Meetings and Action of Committees

Meetings and actions of Committees shall be governed by the current edition of Robert’s Rules of Order Newly Revised (RONR), 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. The time for meetings of committees may be fixed by resolution of the Board or by the committee.

The Board may also adopt rules and regulations for any advisory committee pertaining to committee quorum, voting membership, attendance requirements for retaining membership, and other matters regarding the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provision of these Bylaws. Unless otherwise specified in a Board resolution, all Board members are welcome to attend all meetings of advisory committees, whether or not they are a committee member.

ARTICLE 5: OFFICERS OF THE CORPORATION

Section 5.1. 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 are determined by the Board. 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 as Chairperson of the Board (“Board Chair”).

Section 5.2. Qualification, Election and Term of Office

Any duly elected member of the Board may serve as President, Secretary, or Treasurer of the corporation subject to the restrictions in Section 5.1 above. Officers shall be elected by the Board, at any time, and each such officer shall hold office until they resign or are removed by the Board or are otherwise disqualified to serve, or until their successor shall be elected and qualified, whichever occurs first. The corporation may secure the fidelity of any or all of the officers by bond or otherwise.

Section 5.3. Subordinate Officers

The Board 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.

Section 5.4. Removal and Resignation

Any officer may be removed, either with or without cause, by the Board, at any time. An officer may resign at any time by giving written notice to the Board 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 relating to the employment of any officer of the corporation.

Section 5.5. Vacancies

If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board.

Section 5.6. Duties of the President

The President shall, subject to the control of the Board, supervise and control the affairs of the corporation and the activities of the officers. They shall perform all duties incident to their 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.

Unless another person is specifically appointed by the Board as Board Chair, the President shall preside at all meetings of the Board. 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, they 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; and shall have the authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the corporation.

Section 5.7. Duties of the Secretary

The Secretary shall attend all meetings of the Board and of the members and keep accurate records thereof in one or more minute books kept for that purpose; shall keep, or cause to be kept, at the principal office of the corporation, a register showing the names and addresses of all members of the corporation and all members of the Board; and shall perform the duties customarily performed by the secretary of a corporation and such other duties as may be assigned to the Secretary by the Board or the President.

Section 5.8. Duties of the Treasurer

The Treasurer shall be responsible for the custody of the corporate funds and securities; shall be responsible for full and accurate accounts of receipts and disbursements in books belonging to the corporation; prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements indicating the financial condition of the corporation and its assets; and shall perform such other duties as may be assigned to them by the Board or the President. The Treasurer shall give bond in such sum and with such surety as the Board may from time to time direct.

Section 5.9: Assistant Officer

Each assistant officer appointed by the Board shall assist in the performance of the duties of the officer to whom the assistant officer is assistant and shall perform such duties in the absence of the officer. Such officer shall perform such additional duties as the Board, the President or the officer to whom the assistant officer is assistant may from time to time assign such assistant officer. Assistant officers may be given such functional titles as the Board shall from time to time determine.

Section 5.10. Assignment of Duties and Responsibilities

The President may, with approval by the Board, confer various duties and responsibilities described in Sections 5.6, 5.7 and 5.8 upon designated staff, who shall execute those duties and responsibilities as prescribed herein.

Section 5.11. Officer Compensation

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board. 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 6: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

Section 6.1. Execution of Instruments

The Board, 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 6.2. Checks and Notes

Except as otherwise specifically determined by resolution of the Board, 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 President, or designated staff if the President has conferred such responsibility upon them under Section 5.10. 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 6.3. 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 may select.

Section 6.4. Revenue from Operations

Whenever the lawful activities of the corporation involve among other things the charging of fees or prices for its services or products, the corporation shall have the right to receive such income and, in so doing, may make incidental amounts of revenue over expenses. All such incidental revenues shall be applied to the maintenance and operation of the lawful activities of the corporation, and in no case shall be divided or distributed in any manner whatsoever among the members, Directors or officers of the corporation.

Section 6.5. Gifts and Subventions

The Board, by resolution, may authorize the corporation to accept any contribution, gift, bequest, devise or subvention for the purposes of the corporation, from members or nonmembers on terms and conditions not inconsistent with the provisions of Section 5542 of the Pennsylvania Non-Profit Corporation Law.

ARTICLE 7: CORPORATE RECORDS AND REPORTS

Section 7.1. Maintenance of Corporate Records

The corporation shall keep at its principal office or at such other place as the Board may determine, either in written or in electronic form:

(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, postal and electronic mail 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 7.2. Director’s Inspection Rights

Every Director shall have the absolute right on reasonable notice to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.

Section 7.3. 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 demand that the books or records of membership shall be produced at any regular or special meeting of the corporation. If at any meeting the right of a person to vote is challenged, the presiding officer shall require such books or records to be produced as evidence of the right of the person challenged to vote, and all persons who appear by such books or records to be members entitled to vote may vote.

(b) To inspect and copy the record of all members’ names and postal and electronic mail addresses, and voting rights, at reasonable times, upon ten (10) business days’ prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.

(c) To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, a list of the names 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 daysafter the demand is received or after the date specified therein as of which the list is to be compiled.

(d) To inspect upon reasonable notice the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, by making written demand on the corporation by the member.

Section 7.4. Inspection Rights and Conditions

Any inspection under the provisions of this Article 7:

(a) may be made in person or by agent or attorney, and the right to inspection includes the right to copy and make extracts.

(b) may, when the data is requested by a member, be subject to redaction of private data subject to the corporation’s data protection obligations. Any such redaction is subject to review by the appropriate Board committee.

(c) may, when the data is requested by a member, omit or redact data subject to legal obligations of confidentiality or privilege. Any such omission or redaction is subject to review by the appropriate Board committee.

(d) may, when requested by a Director, be conditioned on reasonable written agreement as reasonably requested by the corporation to maintain the confidentiality or privilege of any data subject to legal obligations of confidentiality or privilege.

(e) may be conditioned upon payment by the requesting party of expenses reasonably incurred by the corporation in the assembly and transmission of the data.

Section 7.5. Annual Report

The Board shall cause an annual report to be distributed not later than one hundred and twenty (120) days after the close of the corporation’s fiscal year to all Directors of the corporation. This 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 year;

(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 be found.

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.

ARTICLE 8: FISCAL YEAR

The fiscal year of the corporation shall begin on January 1st and end on December 31st of each year.

ARTICLE 9: MEMBERS

Section 9.1. Determination and Rights of Members; Classes and subclasses

The corporation shall have two classes of members: voting and non-voting. The Board shall have the authority by resolution 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. In the event that an organization may qualify for more than one class, the class attributes defined by the Board shall include an opportunity for such a member to elect between classes of membership.

Section 9.2. Qualifications of Members

Any organization or individual may become a member of this corporation, provided that they qualify for the admission criteria and requirements established in this Article 9 and are willing and able to support its objectives as described in Article 2.

Section 9.3. Admission of Members

Applicants shall be admitted to membership on making an application therefore in writing and upon payment of first annual dues, or upon receipt of consideration, as specified in this Article 9.

Section 9.4. 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. 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 amounts as may be determined from time to time by resolution of the Board.

Section 9.5. Number of Members

There is no limit on the number of members the corporation may admit.

Section 9.6. Membership Record

The corporation shall keep a membership record containing the name, postal and electronic mail address of each member. Termination of the membership of any member shall be recorded in the record, together with the date of termination of such membership. Such record shall be kept at the corporation’s principal office or at such other place as the Board may determine 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 9.7. 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 9.8. Non-transferability of Membership

No member may transfer a membership or any right arising therefrom unless otherwise permitted by a resolution of the Board.

Section 9.9. 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 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 that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation.

(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 10, the following procedure shall be implemented:

(i) A notice shall be sent by 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 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 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 their proposed expulsion shall state the date, time, and place of the hearing on their proposed expulsion.

(iii) Following the hearing, the Board 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 un-accrued balance remaining for the period of the dues payment.

Section 9.10. Rights on Termination of Membership

All rights of a member in the corporation shall cease on termination of membership as herein provided.

Section 9.11. Amendments Resulting in the Termination of Membership

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 Non-Profit Corporation Law.

Section 9.12 Member Sections

The Board may elect to create Member Sections which shall operate within the framework of the corporation. Membership in such Member Sections shall be open to any member of the corporation.

A Member Section focuses on particular structured information standards or families of standards as designated by its Rules of Procedure. The Rules of Procedure are established by the members of the Member Section and approved by the Board. Member Sections may receive funding as allowed by the Board. Each Member Section has a steering committee, which is selected by its members in accordance with the Rules of Procedure and governs the Member Section’s activities and expenditures.

The activities and expenditures of a Member Section 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 Non-Profit Corporation Law. In addition, a Member Section shall be governed by those additional rules and regulations promulgated by the Board from time to time as may be applicable to Member Sections generally or to the Member Section in question.

ARTICLE 10: MEETINGS OF MEMBERS

Section 10.1. 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. At the discretion of the Board, these meetings may be held by teleconference or other technology, so long as members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions to the directors and members, make appropriate motions, and comment on the business of the meeting. Participation by a member at such meetings of members will constitute presence of, or vote or action by, or consent or dissent of, the member.

Section 10.2. 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 10.3. Special Meetings of Members

Special meetings of the members shall be called by the Board, the Chair 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 10.4. Notice of Meetings of Members

(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 President 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. Such notice shall be given, in accordance with the provisions of Article 12 of these Bylaws, and addressed to the member at the address of such member appearing on the records 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.

(c) Contents of Notice. Notice of a membership meeting shall state the day, hour, and place or method 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 and time 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 10.4, 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 10.5. Quorum for Member Meetings

A quorum shall consist of one-third (1/3) 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 a quorum.

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 (45) days.

Notwithstanding any other provision of this Article 10, 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 10.6. 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 10.7. Member 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 or ballot vote. Election of Directors, however, shall be by ballot only.

Section 10.8. Conduct of Membership Meetings

Meetings of members shall be presided over by the Chair of the Board, or, if there is no Chair present, by the Vice-Chair of the Board or, in their absence, by the President of the corporation or, in the absence of all of these persons, by a Chair 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 their absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Section 10.9. 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 or electronic mail ballot to each member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an 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 10.4(b).

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 ballot.

A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs first.

Section 10.10. Action by Unanimous Written Consent Without Meeting

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 consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as a unanimous vote of the members.

Section 10.11. 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 by the Board pursuant to the provisions of the Pennsylvania Non-Profit Corporation Law.

ARTICLE 11: INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

Section 11.1. The corporation shall indemnify any Director or officer, and may indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to, or who is called as a witness in connection with, any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner they reasonably believe to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.

Section 11.2. The corporation shall indemnify any Director or officer, and may indemnify any other employee or agent, who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court of common pleas or such other court shall deem proper.

Section 11.3. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 11 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, vote of members or disinterested Directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office. It is the policy of the corporation that indemnification of, and advancement of expenses to, Directors and officers of the corporation shall be made to the fullest extent permitted by law. To this end, the provisions of this Article 11 shall be deemed to have been amended for the benefit of Directors and officers of the corporation effective immediately upon any modification of the Pennsylvania Non-Profit Corporation Law or any modification, or adoption of any other law that expands or enlarges the power or obligation of corporations organized under the Pennsylvania Non-Profit Corporation Law to indemnify, or advance expenses to, Directors and officers of corporations.

Section 11.4. The corporation shall pay expenses incurred by an officer or Director, and may pay expenses incurred by any other employee or agent, in defending an action, or proceeding referred to in this Article 11 in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that they are not entitled to be indemnified by the corporation.

Section 11.5. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 11 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, officer, employee or agent of the corporation and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 11.6. The corporation shall have the authority to create a fund of any nature, which may, but need not be, under the control of a trustee, or otherwise secure or insure in any manner, its indemnification obligations, whether arising under these Bylaws or otherwise. This authority shall include, without limitation, the authority to: deposit funds in trust or in escrow; establish any form of self-insurance; secure its indemnity obligation by grant of a security interest, mortgage or other lien on the assets of the corporation; or establish a letter of credit, guaranty or surety arrangement for the benefit of such persons in connection with the anticipated indemnification or advancement of expenses contemplated by this Article 11. The provisions of this Article 11 shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Sections 11.1 or 11.2 but whom the corporation has the power or obligation to indemnify, or to advance expenses for, under the provisions of the Pennsylvania Non-Profit Corporation Law or otherwise. The authority granted by this Section 11.6 shall be exercised by the Board of the corporation.

Section 11.7. The corporation shall have the authority to enter into a separate indemnification agreement with any officer, Director, employee or agent of the corporation or any subsidiary providing for such indemnification of such person as the Board shall determine up to the fullest extent permitted by law.

Section 11.8. As soon as practicable after receipt by any person specified in Sections 11.1 or 11.2 of notice of the commencement of any action, suit or proceeding specified in Sections 11.1 or 11.2, such person shall, if a claim with respect thereto may be made against the corporation under Article 11 of these Bylaws, notify the corporation in writing of the commencement or threat thereof; however, the failure so to notify the corporation shall not relieve the corporation from any liability under Article 11 of these Bylaws unless the corporation shall have been prejudiced thereby or from any other liability which it may have to such person other than under this Article 11 of these Bylaws. With respect to any such action as to which such person notifies the corporation of the commencement or threat thereof, the corporation may participate therein at its own expense and, except as otherwise provided herein, to the extent that it desires, the corporation, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel selected by the corporation to the reasonable satisfaction of such person. After notice from the corporation to such person of its election to assume the defense thereof, the corporation shall not be liable to such person under Article 11 of these Bylaws for any legal or other expenses subsequently incurred by such person in connection with the defense thereof other than as otherwise provided herein.

Such person shall have the right to employ their own counsel in such action, but the fees and expenses of such counsel incurred after notice from the corporation of its assumption of the defense thereof shall be at the expense of such person unless: the employment of counsel by such person shall have been authorized by the corporation; such person shall have reasonably concluded that there may be a conflict of interest between the corporation and such person in the conduct of the defense of such proceeding; or the corporation shall not in fact have employed counsel to assume the defense of such action. The corporation shall not be entitled to assume the defense of any proceeding brought by or on behalf of the corporation or as to which such person shall have reasonably concluded that there may be a conflict of interest. If indemnification under Article 11 of these Bylaws or advancement of expenses are not paid or made by the corporation, or on its behalf, within 90 days after a written claim for indemnification or a request for an advancement of expenses has been received by the corporation, such person may, at any time thereafter, bring suit against the corporation to recover the unpaid amount of the claim or the advancement of expenses. The right to indemnification and advancements of expenses provided hereunder shall be enforceable by such person in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on the corporation. Expenses reasonably incurred by such person in connection with successfully establishing the right to indemnification or advancement of expenses, in whole or in part, shall also be indemnified by the corporation.

Section 11.9. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee or agent of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article 11.

ARTICLE 12: MANNER OF GIVING WRITTEN NOTICE

Any notice required to be given to any person under the provisions of statute, the corporation’s Articles of Incorporation or these Bylaws shall be given to the person either personally or by sending a copy thereof:

(a) By first class or express mail, postage prepaid, or courier service, charges prepaid, to their postal address appearing on the books of the corporation or, in the case of notice to Directors, supplied by each Director to the corporation for the purpose of notice. A notice pursuant to this subsection shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a courier service for delivery to that person, or

(b) By electronic mail to their address for electronic mail supplied by them to the corporation for the purpose of notice. Notice pursuant to this subsection shall be deemed to have been given to the person entitled thereto when sent.

ARTICLE 13: AMENDMENT OF BYLAWS

Except as provided in Sections 3.17(f) and 11 hereof, and except as otherwise provided for amendments of the bylaws of non-profit corporations in Section 5504(b) of the Pennsylvania Non-Profit Corporation Law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted only as follows:

(a) By approval of the voting members of the corporation; or

(b) Subject to the power of members to change or repeal these Bylaws , by approval of the Board, 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 (a) of this Section.

Intellectual Property Rights (IPR) Policy

INTRODUCTION
DEFINITIONS
CONFIDENTIALITY
TC FORMATION
CONTRIBUTIONS
LIMITED PATENT COVENANT FOR SPECIFICATION DEVELOPMENT
FEEDBACK
DISCLOSURE
TYPES OF OBLIGATIONS
LICENSING REQUIREMENTS
WITHDRAWAL AND TERMINATION
LIMITATIONS OF LIABILITY
GENERAL
NOTICES

Appendix A. Feedback License
Appendix B. Copyright License Grant

1. INTRODUCTION

The OASIS Intellectual Property Rights (IPR) Policy governs the treatment of intellectual property in the production of deliverables by OASIS Open (hereafter referred to as OASIS).

This Policy applies to all members of OASIS and their Affiliates (as defined below). The OASIS Board of Directors may amend this Policy at any time in its sole discretion. In the event of such change to this Policy, the Board will provide instructions for transition of membership and Technical Committees to the new Policy; however, no amendment to this Policy will be effective in less than 60 calendar days from the date that written notice of such amendment is given to the Member at its address of record with OASIS.

2. DEFINITIONS

Each capitalized term within this document shall have the meaning provided below:

Affiliate – any entity that directly or indirectly controls, is controlled by, or is under common control with, another entity, so long as such control exists. In the event that such control ceases to exist, such Affiliate will be deemed to have withdrawn from OASIS pursuant to the terms set forth in the withdrawal provisions in Section 11. For purposes of this definition, with respect to a business entity, control means direct or indirect beneficial ownership of or the right to exercise (i) greater than fifty percent (50%) of the voting stock or equity in an entity; or (ii) greater than fifty percent (50%) of the ownership interest representing the right to make the decisions for the subject entity in the event that there is no voting stock or equity.
Beneficiary – any organization, including its Affiliates as defined in this Policy, or individual who benefits from the OASIS Non-Assertion Covenant with respect to Essential Claims from Obligated Parties for a particular OASIS Standards Final Deliverable. A Beneficiary need not be an OASIS member.
Continuing Licensing or Non-Assertion Obligation – a licensing or non-assertion obligation, of the types defined by Section 9 of this Policy, which survives a TC Party’s withdrawal from an OASIS Technical Committee.
Contribution – any material submitted to an OASIS Technical Committee by a TC Member in writing or electronically, whether in an in-person meeting or in any electronic conference or mailing list maintained by OASIS for the OASIS Technical Committee and which is or was proposed for inclusion in an OASIS Deliverable.
Contribution Obligation – a licensing or non-assertion requirement, as described in Section 10 that results from making a Contribution as described in Section 9.1.
Contributor – a TC Party on whose behalf a Contribution is made by the TC Party’s TC Member.
Covered Product – includes only those specific portions of a product (hardware, software or combinations thereof) that (a) implement and are compliant with all Normative Portions of an OASIS Standards Final Deliverable produced by a Non-Assertion Mode TC that must be implemented to comply with such deliverable, and (b) to the extent that the product implements one or more optional portions of such deliverable, those portions that implement and are compliant with all Normative Portions that must be implemented to comply with such optional portions of the deliverable.
Eligible Person – one of a class of individuals that include: persons holding individual memberships in OASIS, employees or designees of organizational members of OASIS, and such other persons as may be designated by the OASIS Board of Directors.
Essential Claims – those claims in any patent or patent application in any jurisdiction in the world that would necessarily be infringed by an implementation of those portions of a particular OASIS Standards Final Deliverable created within the scope of the TC charter in effect at the time such deliverable was developed. A claim is necessarily infringed hereunder only when it is not possible to avoid infringing it because there is no non-infringing alternative for implementing the Normative Portions of that particular OASIS Standards Final Deliverable. Existence of a non-infringing alternative shall be judged based on the state of the art at the time the OASIS Standards Final Deliverable is approved.
Feedback – any written or electronic input provided to an OASIS Technical Committee by individuals who are not TC Members and which is proposed for inclusion in an OASIS Deliverable. All such Feedback must be made under the terms of the Feedback License (Appendix A).
Final Maintenance Deliverable – Any OASIS Standards Final Deliverable that results entirely from Maintenance Activity.
IPR Mode – an element of an OASIS TC charter, which specifies the type of licenses or non-assertion covenants required for any Essential Claims associated with the output produced by a given Technical Committee. This is further described in Section 4.
Licensed Products – include only those specific portions of a Licensee’s products (hardware, software or combinations thereof) that (a) implement and are compliant with all Normative Portions of an OASIS Standards Final Deliverable that must be implemented to comply with such deliverable, and (b) to the extent that the Licensee’s products implement one or more optional portions of such deliverable, those portions of Licensee’s products that implement and are compliant with all Normative Portions that must be implemented to comply with such optional portions of the deliverable.
Licensee – any organization, including its Affiliates as defined in this Policy, or individual that licenses Essential Claims from Obligated Parties for a particular OASIS Standards Final Deliverable. Licensees need not be OASIS members.
Maintenance Activity – Any drafting or development work to modify an OASIS Standards Final Deliverable that (a) constitutes only error corrections, bug fixes or editorial formatting changes to the OASIS Standards Final Deliverable; and (b) does not add any feature; and (c) is within the scope of the TC that approved the OASIS Standards Final Deliverable (whether or not the work is conducted by the same TC).
Normative Portion – a portion of an OASIS Standards Final Deliverable that must be implemented to comply with such deliverable. If such deliverable defines optional parts, Normative Portions include those portions of the optional part that must be implemented if the implementation is to comply with such optional part. Examples and/or reference implementations and other specifications or standards that were developed outside the TC and which are referenced in the body of a particular OASIS Standards Final Deliverable that may be included in such deliverable are not Normative Portions.
Non-Assertion Mode TC – an OASIS TC that is chartered under the Non-Assertion IPR Mode described in Section 4.
OASIS Deliverable – a work product developed by a Technical Committee within the scope of its charter which is enumerated in and developed in accordance with the OASIS Technical Committee Process.
OASIS Standards Draft Deliverable – an OASIS Deliverable that has been designated and approved by a Technical Committee as an OASIS Standards Draft Deliverable and which is enumerated in and developed in accordance with the OASIS Technical Committee Process.
OASIS Standards Final Deliverable – an OASIS Deliverable that has been designated and approved by a Technical Committee as an OASIS Standards Final Deliverable and which is enumerated in and developed in accordance with the OASIS Technical Committee Process.
OASIS Party – a member of OASIS (i.e., an entity that has executed an OASIS Membership Agreement) and its Affiliates.
OASIS TC Administrator – the person(s) appointed to represent OASIS in administrative matters relating to TCs as provided by the OASIS Technical Committee Process.
OASIS Technical Committee (TC) – a group of Eligible Persons formed, and whose actions are conducted, according to the provisions of the OASIS Technical Committee Process.
OASIS Technical Committee Process – the “OASIS OPEN TECHNICAL COMMITTEE PROCESS”, as from time to time amended, which describes the operation of Technical Committees at OASIS.
Obligated Party – a TC Party that incurs a licensing or non-assertion obligation for its Essential Claims by either a Contribution Obligation or a Participation Obligation.
Participation Obligation – a licensing or non-assertion requirement, as described in Section 10, that arises from membership in an OASIS Technical Committee, as described in Section 9.2.
RAND Mode TC – an OASIS TC that is chartered under the RAND IPR Mode described in Section 4.
RF Mode TC – an OASIS TC that is chartered under one of the RF IPR Modes described in Section 4.
TC Member – an Eligible Person who has completed the requirements to join a TC during the period in which s/he maintains his or her membership as described by the OASIS Technical Committee Process. A TC Member may represent the interests of a TC Party in the TC.
TC Party – an OASIS Party that is, or is represented by, a TC Member in the relevant Technical Committee.

3. CONFIDENTIALITY

Neither Contributions nor Feedback that are subject to any requirement of confidentiality may be considered in any part of the OASIS Technical Committee Process. All Contributions and Feedback will therefore be deemed to have been submitted on a non-confidential basis, notwithstanding any markings or representations to the contrary, and OASIS shall have no obligation to treat any such material as confidential.

4. TC FORMATION

At the time a TC is chartered, the proposal to form the TC must specify the IPR Mode under which the Technical Committee will operate. This Policy describes the following IPR Modes:

RAND – requires all Obligated Parties to license their Essential Claims using the RAND licensing elements described in Section 10.1.
RF on RAND Terms – requires all Obligated Parties to license their Essential Claims using the RF licensing elements described in Sections 10.2.1 and 10.2.2.
RF on Limited Terms – requires all Obligated Parties to license their Essential Claims using the RF licensing elements described in Sections 10.2.1 and 10.2.3.
Non-Assertion – requires all Obligated Parties to provide an OASIS Non-Assertion Covenant as described in Section 10.3.

A TC may not change its IPR Mode without closing and submitting a new charter.

5. CONTRIBUTIONS

5.1 General

At the time of submission of a Contribution for consideration by an OASIS Technical Committee, each named co-Contributor (and its respective Affiliates) is deemed to agree to the following terms and conditions and to make the following representations (based on the actual knowledge of the TC Member(s) making the Contribution, with respect to items 3 – 5 below, inclusive):

OASIS has no duty to publish or otherwise use or disseminate any Contribution.
OASIS may reference the name(s) of the Contributor(s) for the purpose of acknowledging and publishing the Contribution.
The Contribution properly identifies any holders of copyright interests in the Contribution.
No information in the Contribution is confidential, and OASIS may freely disclose any information in the Contribution.
There are no limits to the Contributor’s ability to make the grants, acknowledgments, and agreements required by this Policy with respect to such Contribution.

5.2 Copyright Licenses

To the extent that a Contributor holds a copyright interest in its Contribution, such Contributor grants to OASIS a perpetual, irrevocable, non-exclusive, royalty-free, worldwide copyright license, with the right to directly and indirectly sublicense, to copy, publish, and distribute the Contribution in any way, and to prepare derivative works that are based on or incorporate all or part of the Contribution solely for the purpose of developing and promoting the OASIS Deliverable and enabling (subject to the rights of the owners of any Essential Claims) the implementation of the same by Licensees or Beneficiaries.
To the extent that a Contribution is subject to copyright by parties that are not Contributors, the submitter(s) must provide OASIS with a signed “Copyright License Grant” (Appendix B) from each such copyright owner whose permission would be required to permit OASIS to exercise the rights described in Appendix B.

5.3 Trademarks

Trademarks or service marks that are not owned by OASIS shall not be used by OASIS, except as approved by the OASIS Board of Directors, to refer to work conducted at OASIS, including the use in the name of an OASIS TC, an OASIS Deliverable, or incorporated into such work.
No OASIS Party may use an OASIS trademark or service mark in connection with an OASIS Deliverable or otherwise, except in compliance with such license and usage guidelines as OASIS may from time to time require.

6. LIMITED PATENT COVENANT FOR DELIVERABLE DEVELOPMENT

To permit TC Members and their TC Parties to develop implementations of OASIS Standards Draft Deliverables being developed by a TC, each TC Party represented by a TC Member in a TC, at such time that the TC Member joins the TC, grants to each other TC Party in that TC automatically and without further action on its part, and on an ongoing basis, a limited covenant not to assert any Essential Claims required to implement such OASIS Standards Draft Deliverable and covering making or using (but not selling or otherwise distributing) an implementation of such OASIS Standards Draft Deliverable, solely for the purpose of testing and developing such deliverable and only until either the OASIS Standards Draft Deliverable is approved as an OASIS Standards Final Deliverable or the Technical Committee is closed.

7. FEEDBACK

OASIS encourages Feedback to OASIS Deliverables from both OASIS Parties who are not TC Parties and the public at large. Feedback will be accepted only under the “Feedback License” (Appendix A).
OASIS will require that submitters of Feedback agree to the terms of the Feedback License before transmitting submitted Feedback to the Technical Committee.

8. DISCLOSURE

Disclosure Obligations – Each TC Party shall disclose to OASIS in writing the existence of all patents and/or patent applications owned or claimed by such TC Party that are actually known to the TC Member directly participating in the TC, and which such TC Member believes may contain any Essential Claims or claims that might become Essential Claims upon approval of an OASIS Standards Final Deliverable as such document then exists (collectively, “Disclosed Claims”).
Disclosure of Third Party Patent Claims – Each TC Party whose TC Members become aware of patents or patent applications owned or claimed by a third party that contain claims that might become Essential Claims upon approval of an OASIS Standards Final Deliverable should disclose them, provided that such disclosure is not prohibited by any confidentiality obligation binding upon them. It is understood that any TC Party that discloses third party patent claims to OASIS does not take a position on the essentiality or relevance of the third party claims to the OASIS Standards Final Deliverable in its then-current form.
In both cases (Sections 8.1 and 8.2), it is understood and agreed that such TC Party(s)’ TC Member(s) do not represent that they know of all potentially pertinent claims of patents and patent applications owned or claimed by the TC Party or any third parties. For the avoidance of doubt, while the disclosure obligation under Sections 8.1 and 8.2 applies directly to all TC Parties, this obligation is triggered based on the actual knowledge of the TC Party’s TC Members regarding the TC Party’s patents or patent applications that may contain Essential Claims.
Disclosure Requests – Disclosure requests will be included as described in Section 12 with all public review copies of OASIS Standards Final Deliverables. All OASIS Parties are encouraged to review such OASIS Standards Final Deliverables and make appropriate disclosures.
Limitations – A disclosure request and the obligation to disclose set forth above do not imply any obligations on the recipients of disclosure requests (collectively or individually) or on any OASIS Party to perform or conduct patent searches. Nothing in this Policy nor the act of receiving a disclosure request for an OASIS Standards Final Deliverable, regardless of whether it is responded to, shall be construed or otherwise interpreted as any kind of express or implied representation with respect to the existence or non-existence of patents or patent applications which contain Essential Claims, other than that such TC Party has acted in good faith with respect to its disclosure obligations.
Information – Any disclosure of Disclosed Claims shall include (a) in the case of issued patents and published patent applications, the patent or patent application publication number, the associated country and, as reasonably practicable, the relevant portions of the applicable OASIS Standards Final Deliverable; and (b) in the case of unpublished patent applications, the existence of the unpublished application and, as reasonably practicable, the relevant portions of the applicable OASIS Standards Final Deliverable.

9. TYPES OF OBLIGATIONS

9.1 Contribution Obligation

A TC Party has a Contribution Obligation, which arises at the time the Contribution is submitted to a TC, to license or provide under non-assertion covenants as appropriate for the IPR mode described in Section 10, any claims under its patents or patent applications that become Essential Claims when such Contribution is incorporated (either in whole or in part) into (a) the OASIS Standards Final Deliverable produced by the TC that received the Contribution, or (b) any Final Maintenance Deliverable with respect to that OASIS Standards Final Deliverable.

9.2 Participation Obligation

A TC Party has a Participation Obligation to license or provide under non-assertion covenant as appropriate for the IPR mode, as described in Section 10, any claims under its patents or patent applications that would be Essential Claims in the then current OASIS Standards Draft Deliverable, if that draft subsequently becomes an OASIS Standards Final Deliverable, even if the TC Party is not a Contributor, when all of the following conditions are met:

An OASIS Standards Final Deliverable is finally approved that incorporates such OASIS Standards Draft Deliverable, either in whole or in part;
The TC Party has been on, or has been represented by TC Member(s) on such TC for a total of sixty (60) calendar days, which need not be continuous;
The TC Party is on, or is represented by TC Member(s) on such TC after a period of seven (7) calendar days after the ballot to approve such OASIS Standards Draft Deliverable has elapsed.

Once the foregoing conditions are met, that TC Party’s Participation Obligation so to license or provide a non-assertion covenant continues with respect to that OASIS Standards Final Deliverable, and any Final Maintenance Deliverable subsequently approved with respect to that OASIS Standards Final Deliverable.

For organizational TC Parties, the membership threshold is met by one or more employees or organizational designees of such Parties having been a TC Member on any 60 calendar days, although any given calendar day is only one day of membership, regardless of the number of participants on that day.

Each time a new OASIS Standards Draft Deliverable is approved by the TC, the Participation Obligation adjusts to encompass the material in the latest OASIS Standards Draft Deliverable seven days after such draft has been approved for publication.

10. LICENSING REQUIREMENTS

10.1 RAND Mode TC Requirements

For an OASIS Standards Final Deliverable developed by a RAND Mode TC, except where a Licensee has a separate, signed agreement under which the Essential Claims are licensed to such Licensee on more favorable terms and conditions than set forth in this section (in which case such separate signed agreement shall supersede this Limited Patent License), each Obligated Party in such TC hereby covenants that, upon request and subject to Section 11, it will grant to any OASIS Party or third party: a nonexclusive, worldwide, non-sublicensable, perpetual patent license (or an equivalent non-assertion covenant) under its Essential Claims covered by its Contribution Obligations or Participation Obligations on fair, reasonable, and non-discriminatory terms to make, have made, use, market, import, offer to sell, and sell, and to otherwise directly or indirectly distribute (a) Licensed Products that implement such OASIS Standards Final Deliverable, and (b) Licensed Products that implement any Final Maintenance Deliverable with respect to that OASIS Standards Final Deliverable. Such license need not extend to features of a Licensed Product that are not required to comply with the Normative Portions of such OASIS Standards Final Deliverable or Final Maintenance Deliverable. For the sake of clarity, the rights set forth above include the right to directly or indirectly authorize a third party to make unmodified copies of the Licensee’s Licensed Products and to license (optionally under the third party’s license) the Licensee’s Licensed Products within the scope of, and subject to the terms of, the Obligated Party’s license.

At the election of the Obligated Party, such license may include a term requiring the Licensee to grant a reciprocal license to its Essential Claims (if any) covering the same OASIS Standards Final Deliverable and any such Final Maintenance Deliverable. Such term may require the Licensee to grant licenses to all implementers of such deliverable. The Obligated Party may also include a term providing that such license may be suspended with respect to the Licensee if that Licensee first sues the Obligated Party for infringement by the Obligated Party of any of the Licensee’s Essential Claims covering the same OASIS Standards Final Deliverable or any such Final Maintenance Deliverable.

License terms that are fair, reasonable, and non-discriminatory beyond those specifically mentioned above are left to the Licensees and Obligated Parties involved.

10.2 RF Mode TC Requirements

10.2.1 Common

For an OASIS Standards Final Deliverable developed by an RF Mode TC, except where a Licensee has a separate, signed agreement under which the Essential Claims are licensed to such Licensee on more favorable terms and conditions than set forth in this section (in which case such separate signed agreement shall supersede this Limited Patent License), each Obligated Party in such TC hereby covenants that, upon request and subject to Section 11, it will grant to any OASIS Party or third party: a nonexclusive, worldwide, non-sublicensable, perpetual patent license (or an equivalent non-assertion covenant) under its Essential Claims covered by its Contribution Obligations or Participation Obligations without payment of royalties or fees, and subject to the applicable Section 10.2.2 or 10.2.3, to make, have made, use, market, import, offer to sell, and sell, and to otherwise directly or indirectly distribute (a) Licensed Products that implement such OASIS Standards Final Deliverable, and (b) Licensed Products that implement any Final Maintenance Deliverable with respect to that OASIS Standards Final Deliverable. Such license need not extend to features of a Licensed Product that are not required to comply with the Normative Portions of such OASIS Standards Final Deliverable or Final Maintenance Deliverable. For the sake of clarity, the rights set forth above include the right to directly or indirectly authorize a third party to make unmodified copies of the Licensee’s Licensed Products and to license (optionally under the third party’s license) the Licensee’s Licensed Products, within the scope of, and subject to the terms of, the Obligated Party’s license.

10.2.2 RF on RAND Terms

With TCs operating under the RF on RAND Terms IPR Mode, license terms that are fair, reasonable, and non-discriminatory beyond those specifically mentioned in Section 10.2.1 may also be included, and such additional RAND terms are left to the Licensees and Obligated Parties involved.

10.2.3 RF on Limited Terms

With TCs operating under the RF on Limited Terms IPR Mode, Obligated Parties may not impose any further conditions or restrictions beyond those specifically mentioned in Section 10.2.1 on the use of any technology or intellectual property rights, or other restrictions on behavior of the Licensee, but may include reasonable, customary terms relating to operation or maintenance of the license relationship, including the following: choice of law and dispute resolution.

10.3. Non-Assertion Mode TC Requirements

10.3.1. For an OASIS Standards Final Deliverable developed by a Non-Assertion Mode TC, and any Final Maintenance Deliverable with respect to that OASIS Standards Final Deliverable, each Obligated Party in such TC hereby makes the following world-wide “OASIS Non-Assertion Covenant”.

Each Obligated Party in a Non-Assertion Mode TC irrevocably covenants that, subject to Section 10.3.2 and Section 11 of the OASIS IPR Policy, it will not assert any of its Essential Claims covered by its Contribution Obligations or Participation Obligations against any OASIS Party or third party for making, having made, using, marketing, importing, offering to sell, selling, and otherwise distributing Covered Products that implement an OASIS Standards Final Deliverable developed by that TC and Covered Products that implement any Final Maintenance Deliverable with respect to that OASIS Standards Final Deliverable.

10.3.2. The covenant described in Section 10.3.1 may be suspended or revoked by the Obligated Party with respect to any OASIS Party or third party if that OASIS Party or third party asserts an Essential Claim in a suit first brought against, or attempts in writing to assert an Essential Claim against, a Beneficiary with respect to a Covered Product that implements the same OASIS Standards Final Deliverable or any such Final Maintenance Deliverable.

11. WITHDRAWAL AND TERMINATION

A TC Party may withdraw from a TC at any time by notifying the OASIS TC Administrator in writing of such decision to withdraw. Withdrawal shall be deemed effective when such written notice is sent.

11.1 Withdrawal from a Technical Committee

A TC Party that withdraws from an OASIS Technical Committee shall have Continuing Licensing or Non-Assertion Obligations based on its Contribution Obligations and Participation Obligations as follows:

A TC Party that has incurred neither a Contribution Obligation nor a Participation Obligation prior to withdrawal has no licensing or non-assertion obligations for OASIS Standards Final Deliverable(s) originating from that OASIS TC.
A TC Party that has incurred a Contribution Obligation prior to withdrawal continues to be subject to its Contribution Obligation.
A TC Party that has incurred a Participation Obligation prior to withdrawal continues to be subject to its Participation Obligation but only with respect to OASIS Standards Draft Deliverable(s) approved more than seven (7) calendar days prior to its withdrawal.

11.2 Termination of an OASIS Membership

An OASIS Party that terminates its OASIS membership (voluntarily or involuntarily) is deemed to withdraw from all TCs in which that OASIS Party has TC Member(s) representing it, and such OASIS Party remains subject to Continuing Licensing or Non-Assertion Obligations for each such TC based on its Obligated Party status in that TC on the date that its membership termination becomes effective.

12. LIMITATIONS OF LIABILITY

All OASIS Deliverables are provided “as is”, without warranty of any kind, express or implied, and OASIS, as well as all OASIS Parties and TC Members, expressly disclaim any warranty of merchantability, fitness for a particular or intended purpose, accuracy, completeness, non-infringement of third party rights, or any other warranty.

In no event shall OASIS or any of its constituent parts (including, but not limited to, the OASIS Board of Directors), be liable to any other person or entity for any loss of profits, loss of use, direct, indirect, incidental, consequential, punitive, or special damages, whether under contract, tort, warranty, or otherwise, arising in any way out of this Policy, whether or not such party had advance notice of the possibility of such damages.

In addition, except for grossly negligent or intentionally fraudulent acts, OASIS Parties and TC Members (or their representatives), shall not be liable to any other person or entity for any loss of profits, loss of use, direct, indirect, incidental, consequential, punitive, or special damages, whether under contract, tort, warranty, or otherwise, arising in any way out of this Policy, whether or not such party had advance notice of the possibility of such damages.

OASIS assumes no responsibility to compile, confirm, update or make public any assertions of Essential Claims or other intellectual property rights that might be infringed by an implementation of an OASIS Deliverable.

If OASIS at any time refers to any such assertions by any owner of such claims, OASIS takes no position as to the validity or invalidity of such assertions, or that all such assertions that have or may be made have been referred to.

13. GENERAL

13.1. By ratifying this document, OASIS warrants that it will not inhibit the traditional open and free access to OASIS documents for which license and right have been assigned or obtained according to the procedures set forth in this section. This warranty is perpetual and will not be revoked by OASIS or its successors or assigns as to any already adopted OASIS Standards Final Deliverable; provided, however, that neither OASIS nor its assigns shall be obligated to:

13.1.1. Perpetually maintain its existence; nor
13.1.2. Provide for the perpetual existence of a website or other public means of accessing OASIS Standards Final Deliverables; nor
13.1.3. Maintain the public availability of any given OASIS Standards Final Deliverable that has been retired or superseded, or which is no longer being actively utilized in the marketplace.

13.2. Where any copyrights, trademarks, patents, patent applications, or other proprietary rights are known, or claimed, with respect to any OASIS Deliverable and are formally brought to the attention of the OASIS TC Administrator, OASIS shall consider appropriate action, which may include disclosure of the existence of such rights, or claimed rights. The OASIS Technical Committee Process shall prescribe the method for providing this information.

13.2.1. OASIS disclaims any responsibility for identifying the existence of or for evaluating the applicability of any claimed copyrights, trademarks, patents, patent applications, or other rights, and will make no assurances on the validity or scope of any such rights.
13.2.2. Where the OASIS TC Administrator is formally notified of rights, or claimed rights under Section 8.8 with respect to entities other than Obligated Parties, the OASIS President shall attempt to obtain from the claimant of such rights a written assurance that any Licensee will be able to obtain the right to utilize, use, and distribute the technology or works when implementing, using, or distributing technology based upon the specific OASIS Standards Final Deliverable (or, in the case of an OASIS Standards Draft Deliverable, that any Licensee will then be able to obtain such a right) under terms that are consistent with this Policy. All such information will be made available to the TC that produced such deliverable, but the failure to obtain such written assurance shall not prevent votes from being conducted, except that the OASIS TC Administrator may defer approval for a reasonable period of time where a delay may facilitate the obtaining of such assurances. The results will, however, be recorded by the OASIS TC Administrator, and made available to the public. The OASIS Board of Directors may also direct that a summary of the results be included in any published OASIS Standards Final Deliverable.
13.2.3. Except for the rights expressly provided herein, neither OASIS nor any OASIS Party grants or receives, by implication, estoppel, or otherwise, any rights under any patents or other intellectual property rights of the OASIS Party, OASIS, any other OASIS Party, or any third party.

13.3. Solely for purposes of Section 365(n) of Title 11, United States Bankruptcy Code, and any equivalent law in any foreign jurisdiction, the promises under Section 10 will be treated as if they were a license and any OASIS Party or third-party may elect to retain its rights under this promise if Obligated Party, as a debtor in possession, or a bankruptcy trustee in a case under the United States Bankruptcy Code, rejects any obligations stated in Section 10.

14. Required Notice

14.1 Documents

Any OASIS Deliverable shall include the following notices replacing [copyright year] with the year or range of years of publication (bracketed language, other than the date, need only appear in OASIS Standards Final Deliverable documents):

All capitalized terms in the following text have the meanings assigned to them in the OASIS Intellectual Property Rights Policy (the “OASIS IPR Policy”). The full Policy may be found at the OASIS website: [http://www.oasis-open.org/policies-guidelines/ipr]

This document and translations of it may be copied and furnished to others, and derivative works that comment on or otherwise explain it or assist in its implementation may be prepared, copied, published, and distributed, in whole or in part, without restriction of any kind, provided that the above copyright notice and this section are included on all such copies and derivative works. However, this document itself may not be modified in any way, including by removing the copyright notice or references to OASIS, except as needed for the purpose of developing any document or deliverable produced by an OASIS Technical Committee (in which case the rules applicable to copyrights, as set forth in the OASIS IPR Policy, must be followed) or as required to translate it into languages other than English.

The limited permissions granted above are perpetual and will not be revoked by OASIS or its successors or assigns.

This document and the information contained herein is provided on an “AS IS” basis and OASIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT THE USE OF THE INFORMATION HEREIN WILL NOT INFRINGE ANY OWNERSHIP RIGHTS OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. OASIS AND ITS MEMBERS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THIS DOCUMENT OR ANY PART THEREOF.

[OASIS requests that any OASIS Party or any other party that believes it has patent claims that would necessarily be infringed by implementations of this OASIS Standards Final Deliverable, to notify OASIS TC Administrator and provide an indication of its willingness to grant patent licenses to such patent claims in a manner consistent with the IPR Mode of the OASIS Technical Committee that produced this deliverable.]

[OASIS invites any party to contact the OASIS TC Administrator if it is aware of a claim of ownership of any patent claims that would necessarily be infringed by implementations of this OASIS Standards Final Deliverable by a patent holder that is not willing to provide a license to such patent claims in a manner consistent with the IPR Mode of the OASIS Technical Committee that produced this OASIS Standards Final Deliverable. OASIS may include such claims on its website, but disclaims any obligation to do so.]

[OASIS takes no position regarding the validity or scope of any intellectual property or other rights that might be claimed to pertain to the implementation or use of the technology described in this OASIS Standards Final Deliverable or the extent to which any license under such rights might or might not be available; neither does it represent that it has made any effort to identify any such rights. Information on OASIS’ procedures with respect to rights in any document or deliverable produced by an OASIS Technical Committee can be found on the OASIS website. Copies of claims of rights made available for publication and any assurances of licenses to be made available, or the result of an attempt made to obtain a general license or permission for the use of such proprietary rights by implementers or users of this OASIS Standards Final Deliverable, can be obtained from the OASIS TC Administrator. OASIS makes no representation that any information or list of intellectual property rights will at any time be complete, or that any claims in such list are, in fact, Essential Claims.]

14.2 Alternative Notice

Other OASIS Deliverables that are primarily intended for machine rather than human consumption and whose format requires terse expression may, as an alternative to Section 14.1, include just the short-form notice as follows replacing [copyright year] with the year or year range of publication:

Copyright © OASIS Open [copyright year]. All Rights Reserved.
Distributed under the terms of the OASIS IPR Policy, [http://www.oasis-open.org/policies-guidelines/ipr], AS-IS, WITHOUT ANY IMPLIED OR EXPRESS WARRANTY; there is no warranty of MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE or NONINFRINGEMENT of the rights of others.

14.3 Additional Copyright Notices

Additional copyright notices identifying Contributors may also be included with the OASIS copyright notice.

Appendix A. Feedback License

The “OASIS ___________ Technical Committee” is developing technology (the “OASIS ____________ Deliverable”) as defined by its charter and welcomes input, suggestions and other feedback (“Feedback”) on the OASIS ____________ Deliverable. By the act of submitting, you (on behalf of yourself if you are an individual, and your organization and its Affiliates if you are providing Feedback on behalf of that organization) agree to the following terms (all capitalized terms are defined in the OASIS Intellectual Property Rights (“IPR”) Policy, see http://www.oasis-open.org/who/intellectualproperty.php):

Copyright – You (and your represented organization and its Affiliates) grant to OASIS a perpetual, irrevocable, non-exclusive, royalty-free, worldwide copyright license, with the right to directly and indirectly sublicense, to copy, publish, and distribute the Feedback in any way, and to prepare derivative works that are based on or incorporate all or part of the Feedback, solely for the purpose of developing and promoting the OASIS Deliverable and enabling the implementation of the same by Licensees or Beneficiaries.
Essential Claims – You covenant to grant a patent license or offer an OASIS Non-Assertion Covenant as appropriate under any patent claims that you (or your represented organization or its Affiliates) own or control that become Essential Claims because of the incorporation of such Feedback into the OASIS Standards Final Deliverable, and any Final Maintenance Deliverable with respect to that OASIS Standards Final Deliverable, on terms consistent with Section 10 of the OASIS IPR Policy for the IPR Mode specified in the charter of this OASIS Technical Committee.
Right to Provide – You warrant to the best of your knowledge that you have rights to provide this Feedback, and if you are providing Feedback on behalf of an organization, you warrant that you have the rights to provide Feedback on behalf of your organization and to bind your organization and its Affiliates to the licensing or non-assertion obligations provided above.
Confidentiality – You further warrant that no information in this Feedback is confidential, and that OASIS may freely disclose any information in the Feedback.
No requirement to Use – You also acknowledge that OASIS is not required to incorporate your Feedback into any version of this OASIS Deliverable.

Assent of Feedback Provider: By: _________________________ (Signature) Name: _______________________ Title: ________________________ Organization: ________________ Date: ________________________ Email: _______________________

Appendix B. Copyright License Grant

The undersigned, on its own behalf and on behalf of its represented organization and its Affiliates, if any, with respect to their collective copyright ownership rights in the Contribution “__________________,” grants to OASIS a perpetual, irrevocable, non-exclusive, royalty-free, world-wide copyright license, with the right to directly and indirectly sublicense, to copy, publish, and distribute the Contribution in any way, and to prepare derivative works that are based on or incorporate all or part of the Contribution solely for the purpose of developing and promoting the OASIS Deliverable and enabling the implementation of the same by Licensees or Beneficiaries (all above capitalized terms are defined in the OASIS Intellectual Property Rights (“IPR”) Policy, see http://www.oasis-open.org/who/intellectualproperty.php).

Assent of the Undersigned: By: __________________________ (Signature) Name: _______________________ Title: ________________________ Organization: ________________ Date: ________________________ Email: _______________________

Bylaws 2010-9-13

AMENDED AND RESTATED BYLAWS

Revision Approved: 13 September 2010

OCTOBER 13, 2000

As further amended on 12 March 2001, 27 January 2003, 12 February 2003, 25 September 2003, 2 August 2007, 3 April 2008, and 19 May 2009.

OASIS Open

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 of Directors.

Section 2 Other Offices

ARTICLE 2: PURPOSES

The primary objectives and purposes of this corporation shall be:

(a) OASIS is a non-profit, international consortium of suppliers and users of products and services that support open structured information standards. OASIS is dedicated to the development, adoption, application, and implementation of structured information standards.

(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, develops, and disseminates information describing structured information standards and related specifications, methods, recommendations, and technologies.

(c) The work of OASIS complements that of other standards bodies, focusing on making structured information standards easy to adopt and standards-based products practical to use, in real-world, open system applications.

(d) 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 or the potential for diversity, growth, and extensibility inherent within structured information standards.

(e) The Corporation may engage in other activities to encourage and make practical the adoption and use of structured information standards, and it 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 eleven (11) Directors and collectively they shall be known as the Board of Directors (hereinafter referred to as Board). 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. Each Director shall be a member or an employee, designee or representative of a member. No more than one Director shall be an employee, designee or representative of one particular member at any time.

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.

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;

(d) Fulfill certain specific roles in pursuit of the goals of the corporation, such as President, Board Chair, Board Vice-Chair, Secretary, and Treasurer.

(e) Meet at such times and places as required by these Bylaws;

(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 notices thereof.

Section 4 Compensation

Directors shall serve without compensation. They shall be allowed reasonable 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, Section 10.

Section 5 Restriction Regarding Interested Directors

Notwithstanding any other provision of these Bylaws, no Director may be an interested person. For purposes of this Section 5, an “interested person” 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; or

(b) Any brother, sister, ancestor, descendent, spouse, domestic partner, 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 of the Board shall be held by teleconference or 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.

Section 7 Regular Meetings

Regular meetings of the Board shall be held a minimum of four (4) times per calendar year.

Section 8 Special Meetings

Special meetings of the Board may be called by any two Directors or by the President or by the Board Chair. Special Meetings shall be restricted solely to the topics for which the meeting is called.

Section 9 Notice of Meetings

Meetings of the Board shall be held upon no less than 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 records 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 Regular and Special meetings of the Board shall specify the place, day and hour of the meeting. The purpose of any Special Board meeting shall be specified in the notice.

Section 11 Waiver of Notice and Consent to Holding Meetings

Section 12 Quorum for Meetings

A quorum for any meeting shall consist of a majority of Directors elected and seated as of that meeting.

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 defined in this Section 12, 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, 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 shall be presided over by the Board Chair, or, if no such person has been so designated or, if there is no Chair present, by the Board Vice-Chair or, in their absence, by the President of the corporation or, in the absence of each of these persons, by a chair 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.

Section 15 Action by Unanimous Written Consent Without Meeting

Any action required or permitted to be taken by the Board 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, which may be in electronic form, 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 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 the minimum number of Directors needed to constitute a majority of the Board standing for election in every even-numbered year and the remaining Directors standing for election in every odd-numbered year.

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) Eligibility. To be nominated for and serve on the Board of Directors, a person must be a member of the Corporation or an employee, designee or representative of a member of the Corporation. No person may be nominated if their election could result in a violation of Article 3, Section 1.

Upon the written request by any nominee for election to the Board and the payment with such request of the reasonable cost of distribution (including postage), the corporation shall, within ten (10) business days after such request (provided payment has been made) distribute by postal or electronic 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, postal or electronic mail 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, postal or electronic mail 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 or service that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably related to the election.

Section 18 Vacancies/Removal

(d) Filling vacancies. Director vacancies on the Board may be filled by the Board. 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 3 of these Bylaws, or
(iii) a sole remaining Director.

Notwithstanding the above, if a Director vacancy occurs at least eight months before the end of that Director’s term, such vacancy shall not be filled by the Board and a special election must take place and be completed within two months of the effective date of said vacancy.

(e) Length of term. A person filling a Director 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 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 OF THE CORPORATION

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. 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 duly elected member of the Board of Directors may serve as President, Secretary, or Treasurer of the corporation subject to the restrictions in Article 4 Section 1 above. Officers shall be elected by the Board, at any time, and each such 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 occurs first.

Section 3 Subordinate Officers

Section 4 Removal and Resignation

Section 5 Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board. 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, subject to the control of the Board, 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. Unless another person is specifically appointed as Chairperson of the Board, he or she shall preside at all meetings of the Board. 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.

In the absence of the President, or in the event of his or her inability or refusal to act, the Board Chair 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 Board Chair 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.

Section 7 Duties of the Secretary

The Secretary shall:

(a) Certify and keep at the principal office of the corporation or at such other place as the Board may determine, 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 proceedings thereof.

(d) Be custodian of the records and of the seal of the corporation and when appropriate 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 Bylaws.

(e) Keep at the principal office of the corporation or at such other place as the Board may determine, a membership record containing the name, postal and electronic mail 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 record together with the date on which such membership ceased.

(f) Exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the Membership record, 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.

Section 8 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.

(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, 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 therefore.

(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.

Section 9 Assignment of Duties and Responsibilities

The President may, with approval by the Board, confer various duties and responsibilities described in Section 6, 7 and 8 of this Article 4 upon designated staff, who shall execute those duties and responsibilities as prescribed herein.

Section 10 Compensation

ARTICLE 5: COMMITTEES OF THE BOARD

Section 1 Executive Committee

The Board may, by a majority vote of Directors, designate two (2) or more of its members (who may also be serving as unpaid 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 to:

(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.

(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 repealed.

(f) The appointment of committees of the Board or the members thereof.

(g) The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected.

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 when substantive issues are decided, 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. 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, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board or by the committee. The time for special meetings of committees may also be fixed by the Board. The Board 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 AND FUNDS

Section 1 Execution of Instruments

Section 2 Checks and Notes

Except as otherwise specifically determined by resolution of the Board, 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 President, or designated staff if the President has conferred such responsibility upon him or her under Section 9, 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 may select.

Section 4 Gifts

The Board 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 SEAL

Section 1 Maintenance of Corporate Records

The corporation shall keep at its principal office or at such other place as the Board may determine, either in written or in electronic form:

(c) A record of its members, indicating their names, postal and electronic mail addresses, the class of membership held by each member, and the termination date of any membership;

Section 2 Corporate Seal

The Board may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation office or at such other place as the Board may determine. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

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 corporation.

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, postal and electronic mail 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, postal and electronic mail 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 7 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 distributed 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 with payment of a reasonable charge for distribution. This 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 year;

(f) Any information required by Section 7 of this Article 7.

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 6 relating to the annual report.

Section 7 Annual Statement of Specific Transactions to Members

This corporation shall distribute by postal or electronic 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 which the other party was:

(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 Corporation Law.

Any statement required by this Section 7 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 7, then such annual report shall include the information required in this Section 7.

ARTICLE 8: FISCAL YEAR

The fiscal year of the corporation shall begin on January 1st and end on December 31st 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 applicable provisions of the Pennsylvania Domestic Non-Profit Corporation Law, by approval of the Board 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; or

(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.

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 and by the approval of the members of this corporation.

Section 3 Certain Amendments

Notwithstanding the above Sections of this Article 10, 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; 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 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 may create Member Sections which shall operate within the framework of the corporation. Membership in such Member Sections shall be open to any member of the corporation.

The activities and expenditures of a Member Section 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 from time to time as may be applicable to Member Sections generally or to the Member Section in question.

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

(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.

Section 6 Number of Members

There is no limit on the number of members the corporation may admit.

Section 7 Membership Record

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.

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:

(ii) Upon a determination by the Board that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation.

(b) Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a)(ii) of this Section 10, 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 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 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 expulsion.

(iii) Following the hearing, the Board 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.

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 Membership

ARTICLE 13: MEETINGS OF MEMBERS

Section 1 Place of Meetings

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

Section 4 Notice of Meetings

(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 records 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 4, the waiver of notice or consent shall state the general nature of the proposal.

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 a quorum.

Notwithstanding any other provision of this Article 13, 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

Section 7 Voting Rights

Section 8 Conduct of Meetings

Meetings of members shall be presided over by the Chair of the Board, or, if there is no Chair present, by the Vice-Chair of the Board or, in their absence, by the President of the corporation or, in the absence of all of these persons, by a Chair 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.

Section 9 Action by Written Ballot Without a Meeting

A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs first.

Section 10 Action by Unanimous Written Consent Without Meeting

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 by paper, facsimile, or by email to the action. The consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same 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 as follows:

CERTIFICATE

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 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.

MAY 2000

This document reflects changes ratified by the Membership via electronic mail vote in May 2000. Other than minor formatting and spelling corrections, the changes include the addition of Article 12, Section 3: Member Sections.

21 JULY 2000

This document includes the following change made by the Board: Adoption of the language for new Articles 14 and 15 (Technical Committee Process) of the OASIS Bylaws proposed by the Process Advisory Committee (PAC) and amended by the Board.

12 MARCH 2001

This document includes the following change made by the Board: Deletion of Articles 14 and 15 in their entirety. NOTE: The OASIS Technical Committee Policy is now a separate policy document in order to facilitate the continued refinement of the Technical Committee Policy and processes, whenever such refinement is considered necessary and appropriate.

27 JANUARY 2003

This document includes additional language in the first paragraph of Article 12 Section 3 to specify that the members of the member section select the steering committee, and that the rules of procedure define the makeup and election process for the member section.

12 FEBRUARY 2003

This document includes additional language in the third paragraph of Article 12 Section 3 to specify that members may join a member section within 60 days of the formation of the member section, and that allocated dues are split evenly between all member sections that the member has joined.

25 SEPTEMBER 2003

This document includes language in Article 3, Sections 1, 16, 17 and 18 to increase the maximum number of Directors to 11, and to make the President a non-elected Appointed Director.

2 AUGUST 2007

This document includes language in Article 12, Section 3 to clarify the purpose of Member Sections and align the text with the Board approved Member Section Policy. Revisions were made throughout the Bylaws to remove reference to Executive Director, to allow OASIS Staff to perform certain duties with Board approval (Article 4, Section 10), and to change all references of “Board of Directors” to “Board”.

3 APRIL 2008

This document changes language in Article 3 to remove Presidential membership in the Board of Directors while leaving untouched the number of Directors. It removes text in Article 4, Section 6 stating that the President is the chief executive officer, and clarifies text related to Board elections in Article 3 Section 16. It includes a provision in Article 3, Section 18, for a special election to fill a Director vacancy occurring at least eight moths before the end of that Director’s term. It also provides in Article 3, Section 5, that no OASIS employee or consultant may be a member of the OASIS Board of Directors by stating that “no Director may be an interested person”, and clarifies text related to compensation in Article 4. Finally, the term “Director” rather than “director” is now used uniformly throughout.

19 MAY 2009

This document includes language allowing the use of electronic records and the use of electronic means of communications for record retention and the conduct of meetings. It clarifies the restriction regarding Interested Directors in Article 3, Section 5. It clarifies the calling of Special Meetings of the Board in Article 3, Section 8. It allows for holding Annual General Meetings by means other than face-to-face meetings in Article 13, Section 1. It reverses the role of Vice Board Chair and President of the corporation in presiding over meetings when the Board Chair is not present. In addition, appropriate editorial changes and clarifications have been made throughout the document.

13 SEPTEMBER 2010

This document makes Board seats available only to Members and employees, designees and representatives of Members and makes corporation officer positions available only to Board members. It prohibits more than one person from the same company from being on the OASIS Board. In addition, it clarifies written consent to include electronic communication.

Antitrust Guidelines

OASIS is a not-for-profit consortium that drives the development, convergence and adoption of open standards for the global information society. OASIS is not intended to, and may not, play any role in the competitive decisions of OASIS members, or in any way restrict competition in OASIS member industries. It is the policy of OASIS to comply with all antitrust and competition laws and regulations.

Those participating in OASIS activities at all levels, including Technical Committees, Subcommittees, Project Teams, Steering Committees, Board of Directors, etc., need to proceed with caution to ensure against inadvertent violations of international, federal or state/province antitrust and competition laws, because violations of such laws can result in criminal as well as civil penalties for individuals as well as their employers. Laws relating to antitrust and anticompetitive behavior are complex. You should seek to further understand these issues. If you are an employee of a corporate OASIS member your company may have materials to explain them to you.

OASIS members acknowledge that they may compete with one another in various lines of business and that it is therefore imperative that they and their representatives act in a manner that does not violate any applicable antitrust or competition laws and regulations. Each OASIS member may design, develop, manufacture, acquire or market competitive specifications, products and services, and conduct its business in whatever way it chooses. OASIS members participating in OASIS activities may not have any discussion relating to product pricing, methods or channels of product distribution, any division of markets, or allocation of customers or any other topic that should not be discussed among competitors. It is each OASIS member’s responsibility to obtain appropriate legal counsel regarding their conduct in OASIS and compliance with applicable antitrust or competition laws and regulations.

REMEMBER: Both your company and you as an individual can be prosecuted for violations of antitrust and anticompetition laws.

Approved by OASIS Board of Directors: 8 February 2008.

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