RE: Member Section Rules and Revised ROP

Here is my analysis of the new Member Section Policy and template ROP.

The new Member Section Policy is much more detailed than the existing ROP.
It does not include any transition process for existing Member Sections.

The most important issue presented by the new policy has to do with our 40%
dues allocation.

We have taken the position that our existing ROP constitutes the terms of a
contract between OASIS and the former LegalXML, Inc. negotiated at the time
of our joining OASIS.  As a contract, it cannot be altered without our
approval.  That contract guarantees us at least a 40% dues allocation for
OASIS members participating in the LegalXML Member Section.  The new Member
Section policy does not guarantee any member section any particular dues
allocation percentage. Section 4(b) of our current ROP sets the amount of
our dues allocation at 40% and provides a process for reviewing the 40%
allocation.  However, it also includes this qualification:

"In the event that a consensus of OASIS Management and the LegalXML Member
Section Steering Committee cannot be achieved on an adjustment to the
percentage of the membership dues that constitute this portion to be placed
in the discretionary fund, this percentage will be set or remain at 40%."

We should insist that our TC's dues allocation cannot be decreased under the
terms of the new Member Section policy without our consent.

Further, the new policy in Section 7.3 provides that if funds are not spent
by a Member Section as budgeted, the OASIS Board may stop all future
allocation of funds and "withheld funds" will revert to the OASIS general
fund.  I believe that provision is inconsistent with our contractual rights
under our existing ROP. We should insist that it cannot apply to us.  Our
funds are vested by our current ROP and cannot be withdrawn by OASIS
unilaterally.  (I also think it is really stupid to require all funds to be
spent as budgeted by year's end.  For example, how are we expected to spend
$5,000 in implementation TA if no one asks for TA assistance?)

Finally, our existing ROP says nothing about proration of the dues
allocation among multiple member sections to which an OASIS member belongs.
The new policy includes that rule.  So, if I belong to two member sections,
both of which have a 40% dues allocation percentage, LegalXML gets only 20%
of my dues and the other member section gets 20%.  If the two member
sections have different dues allocation percentages, I don't know how that
works.  We have been told in the past that the dues proration policy has
been applied to our dues and we have not objected.  We may have waived any
right to protest this matter.  I have personally always thought that it made
sense; otherwise, OASIS's organizational revenues are in jeopardy; the
ultimate result of lack of such a policy could be that OASIS loses money on
a particular member if it belongs to three member sections all of which have
40% dues allocations.

Other issues that I have identified are:

	-	our existing ROP implies that we must have at least four TCs
to 		operate (specifically, the ROP did not go into effect until
we 		had four TCs).  The new policy says that a member section
need 		not have any operating TCs.  That would be to our advantage,
given plans to close eContracts and Integrated Justice.

	-	the new policy explicitly gives us the right to determine in
the 		ROP who are voting members of the member section.

	-	the new policy gives OASIS staff the right to oversee our
member 		section elections; our current ROP is silent on this issue.

	-	the new policy provides that 2/3 votes of a TC and of the
member 		section Steering Committee are required to affiliate or
disaffiliate a TC with a Member Section; our current ROP is
silent.  We have always assumed that any three members of one of
our TCs could decide to create a new TC under OASIS rules that
would not be affiliated with us.  I think the new formality is
advantageous.

	-	the new policy says that our member section ROP must
articulate 		how the Member Section coordinates or oversees the
work of its 		TCs.  The member section may serve as a gatekeeper
for 			submission of TC products to OASIS for approval as
standards.  		We have had no explicit rules for this, but have
always assumed 		that the Steering Committee could impose horizontal
requirements 		to guarantee the compatibility of member section TC
specifications.  I anticipate that the Steering Committee will 		have
some difficulty articulating this role.  The ECFTC, for
instance, has assumed that it relates directly to the COSCA/NACM
Joint Technology Committee and would be surprised if the
Steering Committee had to approve a specification before it
could go to the JTC.

	-	the new policy is inconsistent about a member section's
specification of the IPR mode and language under which work will
be conducted.  Section 1.2(g) says that the member section ROP 		must
contain such requirements for its TCs.  Section 4.8
provides that the ROP may contain such requirements binding its
TCs.

	-	The new policy requires a member section to submit "business
reports, communications, and budget and activity forecasts."  I
don't know what all that means.  The current ROP requires us to
report as required by OASIS management, so it does not
constitute a new requirement.

	-	The new policy requires quarterly reports to be submitted
before 		the last day of the first month of the next quarter. Unless
something changes in our member section operations, the Member
Section Chair will have difficulty meeting this obligation. I
suggest that the Steering Committee adopt a policy that the
quarterly report can be blank for a TC noting that the TC failed
to file its quarterly report in a timely fashion.

I hope these observations are helpful.  I don't guarantee that I have
identified every issue that the new policy presents for the LegalXML member
section.  I just read it once and noted the things that jumped out at me.

With respect to the dues allocation, I suggest that you include the 40% in
our ROP and let OASIS know in a cover letter that you believe that OASIS
cannot fail to approve that amount and may not revert any of the funds
accrued.  It will not be possible to get the OASIS Board to approve specific
wording in our ROP that is contrary to the new policy.  But I also believe
that the OASIS Board and management will not reduce the 40% or exercise the
right to revert any LegalMXL member section funds, given the LegalXML member
section's insistence in its contractual rights under the prior ROP.  You
might try to include in the new ROP a statement that this new ROP does not
extinguish contractual rights of the member section established by the
earlier ROP.

Good luck.

>