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  Document Library: Corporate Documents: Policies and Procedures

 

Policies and Procedures

Document Version:            20021002 v24

Date:                                      October 2, 2002

 

1      Definitions. 5

2      General Voting. 6

2.1       Quorums. 6

2.1.1        Quorum.. 6

2.1.2        Super Quorum.. 6

2.2       Majorities. 6

2.2.1        Simple Majority. 6

2.2.2        Super Majority. 6

2.3       Voting procedure. 6

2.3.1.1     Voting secrecy. 6

2.3.1.2     Announcement of vote. 7

2.3.2        Remote vote. 7

2.3.2.1     Voting period. 7

2.3.2.2     Announcement of results. 7

2.3.3        Live vote. 7

2.3.3.1     Proxies. 7

2.4       Types of votes. 7

2.4.1        Alternative voting. 7

2.4.2        Issue voting. 8

2.4.2.1     Material votes. 8

2.4.2.2     Consent vote. 9

2.5       Appealing a vote. 9

3      Officers & Board of Directors. 9

3.1       Meetings. 9

3.2       Board votes. 9

4      Working Groups. 9

4.1       Working Group Representatives. 10

4.1.1        Working group membership. 10

4.1.2        Principal Members. 10

4.1.3        Associate Members. 10

4.1.4        Invited Experts. 10

4.1.5        Right to Attend Working Group Meetings as Observers. 11

4.1.6        Right to Attend Working Group Meetings as Guest 11

4.1.7        Right to Remove. 11

4.1.8        Restrictions on Size of the Working Group. 11

4.1.9        Face-to-Face Meeting Participation. 12

4.1.10      Teleconference Participation. 12

4.2       Working Group Leadership. 12

4.2.1        Chair & Vice-Chair 12

4.2.1.1     Chair selection. 12

4.2.1.2     Vice Chairs. 12

4.2.1.3     Duties of Chair 12

4.2.1.4     Duties of Vice Chair 12

4.2.1.5     Duties of Representatives. 13

4.3       Creation of a Working Group. 13

4.4       Operation of a Working Group. 13

4.4.1        Scope of Activity. 13

4.4.2        Meetings. 14

4.4.2.1     Quorum.. 14

4.4.2.2     Meeting Rules and Conduct 14

4.4.2.3     Agendas. 14

4.4.2.4     Minutes. 14

4.4.2.5     Voting. 14

4.4.2.5.1    Quaker Vote. 14

4.4.2.5.2    Recording. 15

4.4.2.6     Participation Criteria. 15

4.4.2.7     Face-to-Face Meeting Participation. 15

4.4.2.8     Teleconference Meeting Participation. 15

4.4.3        Working Group Status Reports. 15

4.4.4        Working Group Subgroups. 16

4.5       Modification of a Working Group. 16

4.5.1        Working Group Charter 16

4.5.2        Substantive Change. 16

4.5.3        Nonsubstantive Change. 16

4.5.4        Leadership. 16

4.5.4.1     Resignation. 16

4.5.4.2     Removal 16

4.5.4.3     Open Positions. 17

4.6       Output of Working Group. 17

4.6.1        Classes of Output Documents. 17

4.6.2        Approving an Official Document 17

4.6.2.1     Submission of a Submitted Document to Board for Review.. 18

4.6.2.2     Submission of a Draft Document to Membership by Board with Comments. 18

4.6.2.3     Membership Review.. 18

4.6.2.4     Public Review (optional) 18

4.6.2.5     Final Board Review.. 19

4.6.2.6     Submission of Proposed Document to Membership with Recommendation for a Vote. 19

4.7       Closing a Working Group. 19

4.7.1        Charter Expiration. 19

4.7.2        Charter Violation. 19

4.7.3        Lack of Resources. 19

4.7.4        Activity Terminates. 20

5      OeBF Document Library. 20

5.1       Sections. 20

5.1.1        General Public. 20

5.1.2        OeBF Members. 20

5.1.3        Board of Directors. 20

5.1.4        Working Groups. 20

5.1.5        Other Approved OeBF activities. 20

5.1.6        Approving an Informational Document 20

5.1.7        E-Mail Lists. 21

Appendix A: OeBF Working Group Proposal Template. 22

Appendix B: OeBF Submitted Document 22

Appendix C: Working Group Reporting Standard Operating Procedures. 22

1         Definitions

Associate Member – A Member of OeBF who can participate in Working Groups and other OeBF activities.  Associate Members have limited voting privileges and are not eligible to be elected to the Board of Directors. (See Principal Member)

Board of Directors - Elected group of OeBF members who provide guidance to the OeBF. (Also referred to as BOD and Board)

Chair – A leader of a Working Group. (See Vice-Chair)

Charter - The formal definition of a Working Group.

Forum – the Open eBook Forum

Guest - A non-Member of the OeBF, invited by the Working Group Chair to attend a Working Group meeting.

In writing – A written form of correspondence including letter, FAX, e-mail or in some cases HTML forms served by the official OeBF website

Informational Document - A document that a Working Group has produced and the Board has recommended that the Membership review.  Informational documents have no official status.

Invited Expert – A non-OeBF Member invited by the Chair to join the Working Group.   Invited Experts may not represent a Member.

Lead Representative - A member of a Working Group designated by an OeBF Member to be their lead or primary representative to the Working Group.

Member - Any Principal or Associate Member of the OeBF.

Membership - The collective group of Members of the OeBF.

Observer - A designee of a Principal or Associate Member to a Working Group who may attend a Working Group but may not vote.

OeBF – The Open eBook Forum.

OeBF Document Library – The collection of  Recommended Documents, Informational Documents, Notes and other materials that the OeBF maintains. (see Section 4)

Output Documents  - Documents produced by Working Groups.

Principal Member – A full, voting Member of OeBF.   (See Associate Member)

Process Document - A document that describe OeBF policies and procedures, position papers, best practices, etc.

Recommended Document - A document approved by the Membership; also known as a Recommendation.

Remote Vote - Votes communicated in writing (including fax, e-mail, letters, etc.) as opposed to in person at a meeting.

Representative - A participant designated by a Member to a Working Group or an Invited Expert.

Secondary Representative - A member of a Working Group who is designated by the Member to be their alternate Representative to a Working Group. (See Lead Representative)

Specification - A document including specifications or processes of the OeBF.

Vice-Chair – A Working Group leadership position.

Working Group – A subset of OeBF Members and others participants who engage in projects in furtherance of the OeBF's purpose and mission.

Working Group Application Form –

2         General Voting

The General Voting section provides definitions and procedures for voting by the Board, the General Membership, and Working Groups.

2.1      Quorums

No vote that requires a Quorum will be considered valid if the number of electors is less than the specified quorum. For purposes of a Quorum, the total eligible members shall be defined as the membership at the start of the Voting Period. 

2.1.1      Quorum

An acceptable level of participation for formal voting, exists when at least one half of the eligible voting members are present in person or by proxy.

2.1.2      Super Quorum

An acceptable level of participation for formal voting exists when at least two thirds of the eligible voting members are present in person or by proxy.

2.2      Majorities

2.2.1      Simple Majority

A "simple majority" is represented by one-half plus one of the votes cast.

2.2.2      Super Majority

A "super majority" is represented by two-thirds (rounded up) of the number of votes cast.

2.3      Voting procedure

2.3.1.1  Voting secrecy

Votes may be held by secret ballot, by roll call or by acclamation.

2.3.1.2  Announcement of vote

All announcements of votes will be made in an approved method by the Board or by whom the Board designates. The announcement will declare the issue, the voting procedure, the type of vote, and the duration of the voting period.

2.3.2      Remote vote

These are votes where the electorate is using written communication (e.g. fax, e-mail, letters, etc.)

2.3.2.1  Voting period

The voting period will last a minimum of seven (7) calendar days with a maximum, set by the caller of the vote, not to exceed 30 calendar days. The vote announcement will declare the date and time of the close of the voting period.

In the event all possible votes have been cast, the Secretary may call the voting closed, even if the minimum voting period has not been met.

2.3.2.2  Announcement of results

Within one business day of the close of vote, the results will be reported by the Secretary to the electorate.

2.3.3      Live vote

These are votes held where the electorate is present either physically or via real-time electronic means.

2.3.3.1  Proxies

For a Live vote, a Member may designate another Member to cast their vote, using the Forum’s Proxy Form. The Proxy cannot be held responsible for miscasting votes; it is up to the absent member to insure that the Proxy will act in the absent member’s behalf. Proxies will not be accepted for Remote votes.

2.4      Types of votes

2.4.1      Alternative voting

Background: Alternative votes are used to choose a sub-set from a set of alternatives. Primarily for election of Board Members, this may also be used to choose Meeting locations, restaurant choices, logo choices, etc.

Given N alternatives in which M choices must be made (M < N). Each elector is asked to “approve”/vote for up to M choices and may vote for each alternative only once. Each “approved” choice receives one point; the choice(s) with the most points win. In the event of a tie, for the choices with the least meaningful points, a run off will be held for those choices using Alternative voting.

Tiebreaker examples:

Scenario A: Given seven (7) alternatives and five (5) choices, the alternatives receive the following point totals:
A-7, B-6, C-5, D-4, E-3, F-3, and G-1. 

A, B, C, & D would be declared winners and a run-off would be held for E & F using Alternative voting.

Scenario B: Given seven (7) alternatives and five (5) choices, the alternatives receive the following point totals:
A-7, B-7, C-7, D-4, E-4, F-4, and G-1. 

A, B & C would be declared winners and a run-off would be held for D, E, & F using Alternative voting.

Scenario C: Given seven (7) alternatives and five (5) choices, the alternatives receive the following point totals:
A-7, B-7, C-7, D-7, E-7, F-7 and G-1. No winners would be declared and a run-off would be held for A, B, C, D, E, & F using Alternative voting.

Scenario D: Given seven (7) alternatives and five (5) choices, the alternatives receive the following point totals:
A-7, B-5, C-5, D-5, E-4, F-1 and G-1. A, B, C, D, & E will be declared winners and no run-off will be held, no tie occurred in the least meaningful position.

This scheme is used by the following organizations:

·        United Nations - to elect secretary-general.

·        Mathematical Association of America

·        Institute of Management Science

·        American Statistical Association

·        Institute of Electrical and Electronics Engineers

Further discussion of AV may be found at:

http:// bcn.boulder.co.us/government/approvalvote/altvote.html .

2.4.2      Issue voting

2.4.2.1  Material votes

Each elector may cast a vote as FOR, AGAINST, or ABSTAIN and any comments. At the end of the voting period, the total votes are counted. The resolution is considered to have passed if:

1.      The total number of votes cast exceeds a Quorum

2.      The total number of FOR votes achieves the appropriate majority

ABSTAIN count only for the purposes of a Quorum.

The announcement of the vote will indicate the tallies of the FOR votes, the AGAINST votes and the ABSTAIN votes plus any comments.

2.4.2.2  Consent vote

A Consent vote can be used to validate the recommendation of leadership when a quorum is not present.

In votes where:

1.      The vote does not:

a.       Remove a member.

b.      Remove a Director from the Board.

c.       Change the Open eBook Forum Bylaws.

2.      The Vote is announced to be Consent Vote.

The vote will at the end of the voting period unless the AGAINST votes outnumber the FOR votes. If the proposition is defeated, the proponents may re-propose it for a Material Vote if no quorum was present.

The announcement of the vote will indicate the tallies of the FOR votes and the AGAINST votes.

2.5      Appealing a vote

A Principal Member may appeal a vote to the Board if the Member alleges the vote was conducted in contravention to the by-laws of the Forum. The Board will hear the appeal if made within seven (7) calendar days of the vote. The appeal may be filed where the Member alleges the vote did not follow the appropriate procedure, may be invalid due to procedural defects or may have been unfair.  The Board must respond within fourteen (14) calendar days on the validity of the vote.  The decision of the Board is final.

3         Officers & Board of Directors 

3.1      Meetings

The Board will hold face-to-face meetings quarterly. The Board may hold face-to-face meetings on a more regular basis. It is expected that the Board will hold frequent conference calls.

A meeting may be held if a Quorum is not present, however no decision in the name of the Board may be made.

3.2      Board votes

Each Director shall have one vote. The votes of individual Directors will be entered into the Board minutes.

4         Working Groups

Working Groups engage in projects in furtherance of the OeBF's purpose and mission.

4.1      Working Group Representatives

4.1.1      Working group membership

Principal and Associate Members of the OeBF may designate representatives to participate in Working Groups. Member organizations must ensure that any representative they designate will adhere to the terms and conditions specified in the Membership Agreement.

One representative to each Working Group is designated the Lead Representative. Additional representative(s) participating in the same Working Group are Secondary Representative(s).  The Chair of a Working Group may limit the number of Representatives from any Principal or Associate Member. If a member has been granted or has the right to representation then the member is entitled to a minimum of two representatives on that Working Group. The Member organization must inform the Working Group Chair using the OeBF Working Group Application Form, found at the website of the OeBF (www.openebook.org), of the name(s) of its Representative(s).

4.1.2      Principal Members

Any Principal Member may join any Working Group at any time. The Primary or Alternate Representative of the Member organization must inform the Working Group Chair using the OeBF Working Group Application Form, found at the website of the OeBF (www.openebook.org), of its intent to join.

A Principal Member joining a Working Group must assign a Lead Representative to the Working Group, and may assign Secondary Representatives.  While more than one Representative may represent a Principal Member in a Working Group, there is only one vote per Member.

4.1.3      Associate Members

At the discretion of the Working Group Chair, an Associate Member may join a Working Group. The Primary or Alternate Representative of the Member organization may request to join the Working Group Chair using the OeBF Working Group Application Form, found at the website of the OeBF (www.openebook.org).  The Working Group Chair will respond to the request in a timely fashion. 

An Associate Member joining a Working Group must assign a Lead Representative to the Working Group, and may assign Secondary Representatives. Though more than one Representative may represent an Associate Member in a Working Group there is only one vote per Member.

4.1.4      Invited Experts

The Chair may invite one or more persons who do not represent a Member to join the Working Group as Invited Experts. The total number of Invited Experts may not constitute more than twenty per cent (20%) of the entire number of Working Group participants. Notwithstanding the foregoing, a Working Group may have at least one Invited Expert.

An Invited Expert has the same rights and responsibilities within the Working Group as do other Working Group Representatives, including the right to vote.  

It is recommended that Invited Experts be considered from university, non-profit organizations, professional associations, or other entities that may not otherwise join the OeBF. If the Board makes a determination that the Invited Expert represents a business entity with a commercial interest in the activities of the Working Group, then the Invited Expert’s organization may be asked to join the OeBF.

At any time, the Working Group Chair or the Board may withdraw the Invited Expert's invitation to participate in the Working Group.

Invited Experts participate in Working Groups at their own expense and without any obligations for fees from OeBF. 

4.1.5      Right to Attend Working Group Meetings as Observers

Representatives from Principal Members not represented on the Working Group may attend meetings as Observers. Associate Members do not have this right, but may be permitted to observe at the discretion of the Chair. The Working Group Chair will determine the ways in which an Observer may participate, but in any case an Observer cannot vote on Working Group matters.

4.1.6      Right to Attend Working Group Meetings as Guest

A Working Group Chair may invite Guests to Working Group meetings.  No Guest may attend more than two meetings of a given Working Group during a twelve-month period.  The Working Group Chair must ensure that the Guest complies with the non-disclosure requirements of the OeBF.  This provision is not to be used in lieu of other forms of OeBF participation (Membership, Invited Experts, Observers, etc.)

4.1.7      Right to Remove

The Chair of a Working Group, acting in good faith, may remove any Representative from a Working Group. The Representative being removed may appeal in writing to the Board. The Board will render a decision within 14 calendar days of receipt of the appeal. The Representative being removed, or the Chairperson of the Working Group, may appeal the Board’s decision to the Membership. In the event of such an appeal, the Board will submit the issue to the Membership and a Super Majority of a Remote Vote will be required to reinstate the Representative. Substitution of Representatives

A Member may change those individuals who are its Working Group Representatives.

If a Working Group Representative of a Principal Members ceases participation in the Working Group, the Principal Member may appoint a substitute. If a Working Group Representative of an Associate Members ceases participation in the Working Group, the Associate Member must reapply to rejoin the Working Group.

In all situations, Members must inform the Chair of the Working Group in writing of the replacement.

4.1.8      Restrictions on Size of the Working Group

The Working Group Chair has the right to limit the total number of Representatives (including Observers) from any given Member.  However, in no event can the Chair limit this number to less than two. The Chair also has the right to remove or deny admittance to an Associate Member to ensure a manageable Working Group size; should removal be necessary this should be done using a last in first out (LIFO) procedure.

4.1.9      Face-to-Face Meeting Participation

Working Group Representatives must make reasonable efforts to attend face-to-face meetings. Failure to attend several consecutive meetings without contacting the Chair is sufficient cause for the Chair to remove the Representative from the Working Group.

4.1.10 Teleconference Participation

Working Group Representatives must make reasonable efforts to attend teleconferences. Failure to attend several consecutive teleconferences without contacting the Chair is sufficient cause for the Chair to remove the Representative from the Working Group.

4.2      Working Group Leadership

4.2.1      Chair & Vice-Chair

4.2.1.1  Chair selection

The Chair must be a Representative of a Principal Member. The Chair is selected as part of the Working Group creation process; see Section 3.3.

4.2.1.2  Vice Chairs

A Working Group must have at least one Vice-Chair.  A Vice-Chair should normally be a Representative of a Principal Member different than the Chair. However, in exceptional circumstances the Board may approve the appointment of a Vice Chair representing an Associate Member. When the Chair is temporarily absent, a Vice-Chair will fulfill the roles and responsibilities of the Chair.  Additionally, the Chair of the Working Group may choose to assign additional roles and responsibilities to the Vice-Chair. The position of Vice-Chair is filled during the creation of a Working Group.

4.2.1.3  Duties of Chair

A Working Group Chair shall ensure that OeBF antitrust policies and all other policies and procedures are adhered to, and that the Working Group operates only within its Charter.

It is the responsibility of the Chair to publish a status report to the Board (see 3.5) and manage all Output Documents and related procedures in a timely manner.  The Chair shall be permitted to appoint a secretary and/or librarian for the Working Group to assist in the performance of his/her duties.

The Chair shall be responsible for deciding if a consensus has been reached.  The Chair shall document minority views and if necessary include them in the deliverables.

4.2.1.4  Duties of Vice Chair

It will be the responsibility of the Vice-Chair to carry out the duties of the Working Group Chair in the Chair's absence and to carry out those duties delegated to the Vice-Chair by the Chair.

4.2.1.5  Duties of Representatives

Working Group Lead and Secondary Representatives shall attend most or all meetings of the Working Group. Representatives are encouraged to participate, to promote the goals and charter of the Working Group and honor their commitments in a timely manner.

4.3      Creation of a Working Group

To create a Working Group, at least two Principal Members shall submit a Proposal, using the OeBF Working Group Proposal Template (refer to Appendix A), to the Board describing the Working Group.  The Board will ensure that the Proposal is complete.  A complete Proposal must contain:

1.      A Charter for the Working Group

2.      A suggested Chair and Vice-Chair. The suggested Chair or Vice-Chair must meet the requirements of Working Group Representative of a Principal Member

The Board and the proposing Members may collaboratively edit the proposal for a period not to exceed thirty (30) calendar days.

This package shall be submitted to the Membership for a fourteen (14) day Comment Period.

After the Comment Period:

1.      The submitters of the Working Group Proposal will consider the comments of the Membership and may revise the Proposal.

2.      The Board will submit the final proposal to the membership for approval. The Board will attach to the proposal:

a.       A statement of alignment of the proposed Working Group with the OeBF bylaws and strategic plan. 

b.      A statement of fiscal impact.

c.       A statement of recommendation for approval or disapproval.

3.      If the Board recommends approval, a Consent vote will be held to approve the Working Group Proposal. If the Board recommends not approving the Working Group Proposal, a Remote Vote will be held requiring a Super Majority to approve the Working Group Proposal.

4.      Upon approval, the proposed Charter becomes the Approved Charter and governs the activities of the Working Group.

4.4      Operation of a Working Group

4.4.1      Scope of Activity

The Approved Charter governs the scope of activities of the Working Group.  Specifically, the Working Group may pursue only those activities defined in its Approved Charter. See 4.5.

4.4.2      Meetings

4.4.2.1  Quorum

Meetings of the Working Group should encourage and promote attendance or participation by  a quorum of representatives.  If the Chair determines that substantive issues are being discussed and a quorum is not present, the Chair can defer the discussion of the substantive issues.  In no event can a vote be taken if a quorum is not present.  The Chair has some discretion to define a quorum based on a count of active, recent representatives; see section 4.4.2.6.

4.4.2.2  Meeting Rules and Conduct

The Chair or Vice Chair should promote and maintain an orderly meeting.  Because Working Groups often engage in long discussions, it is suggested that the Chair or Vice Chair take steps to ensure the meetings are productive and discussions are managed.  Working Group Chairs and Vice Chairs are encouraged to rely on Robert’s Rules of Order for guidance on procedures for conducting an orderly meeting.  Chairs also shall follow other prescribed rules for conducting OeBF meetings, including antitrust provisions.

The following procedures are recommended to promote orderly and balanced meetings. Speakers should seek recognition from the Chair before speaking or interrupting except on points of order or privileged motions. The Chair should make an effort to balance the discussion by asking for dissenting opinions.  This may be promoted by recognizing speakers out of order. Speakers should avoid personal attacks and innuendo and should not speculate openly on the motives of other participants. 

4.4.2.3  Agendas

Chairs and Vice Chairs are responsible to see that Working Group meeting agendas are prepared in advance of any Working Group meeting.  Chairs shall deliver a copy of the agenda  to the OeBF staff to be placed into the OeBF Document Library to be available for all OeBF Members.

4.4.2.4  Minutes

Chairs and Vice Chairs are responsible to see that Working Group meeting minutes are recorded.  Within seven (7) days of the minutes being approved, Chairs shall deliver a copy of the minutes to the OeBF staff to be placed into the OeBF Document Library to be available for all OeBF Members. Normally minutes are approved at the subsequent meeting of the Working Group.

4.4.2.5  Voting

Working Groups should strive to reach substantial consensus on issues by orderly discussion and debate. The minutes shall record minority views.  The determination of consensus shall be at the discretion of the Chair.  If the Chair determines that consensus has not been achieved, the Chair or Vice Chair shall call for the matter to be put to a vote by those eligible to vote.  It is recommended that the Quaker Vote be used to aid in developing consensus and to ascertain the relative strength of issues.  Otherwise the Working Group shall conduct a Material Vote, either in public or by secret ballot.

4.4.2.5.1   Quaker Vote

A Quaker Vote is a method to test or gauge the relative positions of participants on a contested issue.  When arguments over implementation details or other details intrude on a policy discussion, a “Quaker vote” may be useful to see whether there is consensus, or can be consensus, on the presumed end result. A Quaker Vote has a ballot that contains three choices:

Strongly agree

Neutral

Strongly disagree

This process may be useful to promote progress in arriving at a consensus on an issue.  

4.4.2.5.2   Recording

The results of all Material Votes (i.e., the yeas, nays, and abstentions) shall be recorded in the meeting minutes.

4.4.2.6  Participation Criteria

To remain an active Representative with standing to vote in a Working Group and for a Representative to have their name included as a contributor to work products; participation is essential.

Nonparticipation may mean loss of voting privileges within the Working Group. The Chair may remove working Group Lead and Secondary Representatives if they repeatedly fail to attend meetings or fail to provide deliverables in a timely fashion. The Chair shall apply the standards fairly, taking into consideration the expense of attending meetings.  

4.4.2.7  Face-to-Face Meeting Participation

Working Group Representatives must make reasonable efforts to attend face-to-face meetings. Failure to attend several consecutive meetings without prior notice to  the Chair is sufficient cause for the Chair to remove the Representative from the Working Group. In exceptional circumstances, if prearranged with the Chair and technically feasible, a Representative may arrange remote participation in a face-to-face meeting.

4.4.2.8  Teleconference Meeting Participation

Between face-to-face meetings, teleconferences of the Working Group may be used to promote the activities and mission of the Working Group..  The Chair shall schedule conference calls of reasonable length to minimize expense both to the members and to the OeBF, and should accommodate time zone differences of the Members.    The Chair is encouraged to carefully communicate the  meeting time, details and agenda to promote efficient and productive meetings..

Working Group Representatives must make reasonable efforts to attend teleconference meetings. Failure to attend several consecutive teleconference meetings without prior notice to the Chair is sufficient cause for the Chair to remove the Representative from the Working Group.

4.4.3      Working Group Status Reports

It is required that each Working Group Chair provide  a status report (no less often than monthly) to OeBF staff to be published to Members on the OeBF Web Site.   See Appendix C.

4.4.4      Working Group Subgroups

A Working Group may create a Subgroup to research and pursue details of Working Group matters.  The Working Group Chair may create a subgroup composed of Working Group representatives.  Subgroups shall operate under the following principles:

·        The activities of the subgroup must conform to the charter of the Working Group.

·        Subgroups shall record minutes of all meetings and these minutes must be submitted to the OeBF along with the Working Group minutes.

·        Subgroups may create documents, but these documents have no official status unless approved by the entire Working Group.

·        Subgroup status reports shall be incorporated in the status reports of the Working Group.

4.5      Modification of a Working Group

4.5.1      Working Group Charter

To modify a Working Group Charter, the Chair of the Working Group shall submit a Proposal to  revise the charter of the Working Group to the Board of Directors.  The Board shall determine if the proposed revisions to the charter are substantive or nonsubstantive.

4.5.2      Substantive Change

In the event the Board determines a proposed revision to a Working Group Charter is substantive, it shall advise the Working Group Chair of its determination.  In the event the Working Group desires to proceed with the proposed revisions, it will be required to go through the same process as is required for the formation of a new Working Group.

4.5.3      Nonsubstantive Change

In the event the Board determines a proposed revision to a Working Group Charter is nonsubstantive, the Board will notify the Working Group Chair of its approval, rejection, or comments to the proposal.  The Board will notify the membership of any nonsubstantive modifications to the Working Group Charter.

4.5.4      Leadership

4.5.4.1  Resignation

Any Working Group Chair or Vice-Chair may resign at any time.  Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective. 

4.5.4.2  Removal

Removal of a Working Group Chair or Vice-Chair requires one of the following:

·        A Simple-Majority of a Quorum of the Principal Members of the OeBF

·        A Super-Majority of a Quorum of the members of the Working Group

·        A Super-Majority of a Quorum of the Board.

4.5.4.3  Open Positions

When the Chair or Vice-Chair position is open on an existing Working Group, the Board will select a new Chair or Vice-Chair.  This selection will require approval of the Principal Members of the OeBF using the Consent vote.  While the replacement is being identified and approved, the Board may appoint a temporary Chair or Vice-Chair.

4.6      Output of Working Group

The output of a Working Group is an Output Document.

4.6.1      Classes of Output Documents

There are two classes of Output Documents:

Official Documents - within the class of Official Documents are two sub-classes:

·        Specifications - these documents specify technical specifications or technical processes of importance to the OeBF.

·        Process Documents - these include documents that describe policies and procedures (such as this document), position papers, best practices, etc.

Informational Documents – The Working Group may produce Informational documents as well.  These are documents the Working Group feels are relevant to the members of the OeBF and that it wants to recommend to the members for review.  These may include white papers, commentaries, or other relevant documents. These documents are to be treated as informational only and do not have any official status within the OeBF.  For the approval process, see section 5.1.6.

All output documents from the Working Group must be approved by a Formal Vote using a Simple Majority of a quorum of the Working Group.

4.6.2      Approving an Official Document

Official Documents will have the following life cycle. The Documents start at the Submitted state and may be elevated at each stage to the next level until reaching the stage of being Recommended.

1. Submitted

2. Draft

3. Proposed

4. Recommended

Official Documents have the following approval process:

1. Submission of a Proposal to Board for Review, to see whether the Document should be elevated from Submitted to Draft status.

2. Submission of Draft to Membership by Board, with Comments

3. Membership Review

4. Final Board Review, to see whether the Document should be elevated from Draft to Proposed status, and Recommendation to the membership

5. Vote by the Membership for Approval as a Recommended Document.

4.6.2.1  Submission of a Submitted Document to Board for Review

All Official Documents must be submitted to the Board for Review. Such documents must be submitted in the form of a Submitted Document using the OeBF Submitted Document Template (see Appendix B).

This would be the appropriate point in the process for the Board to receive input from the Systems Working Group if appropriate and to conduct an antitrust review if required.

The Working Group and the Board will have thirty (30) calendar days to collaborate on the Submitted Document. At the discretion of the Board or Chair, comments by the Board must be submitted to the Working Group in writing and the Working Group must respond to the Comments in writing within seven (7) calendar days. At the end of the collaboration period the Board may recommend that the Submitted Document plus the Board and the Working Group's collaborative edits be elevated to a Draft Document or it may send the Submitted Document back to the Working Group for further work, stating the reasons in writing that the Submitted Document is not ready for elevation to a Draft Document.  If the Working Group members feel that the Board is unreasonably withholding a recommendation, the document may be elevated to a Draft Document by a supermajority of a quorum of the Working Group.

4.6.2.2  Submission of a Draft Document to Membership by Board with Comments

The Board will submit the Draft Document to the Membership with Board Comments.

4.6.2.3  Membership Review

The Membership will have thirty (30) calendar days to Review and Comment on the Draft Document. All Comments from the Membership must be submitted in writing to the Working Group Chair.

The Working Group may choose to conduct a public review during the same period as the membership review, or it may conduct a subsequent public review.  Public review is optional.

The Working Group will maintain a record of all Member Comments. At the end of the Comment Period the Working Group will record their Action on each Comment and submit the revised Draft Document, Comments and Actions to the Board.

4.6.2.4  Public Review (optional)

The public may be given a minimum of twenty-one (21) calendar days and maximum of ninety (90) days to Review and Comment on the Draft Document. All Comments from the public must be submitted in writing to the Working Group Chair. The Working Group will maintain a record of all public Comments. At the end of the Comment Period the Working Group will record their Action on each Comment and submit the revised Draft Document, Comments and Actions to the Board.

4.6.2.5  Final Board Review

The Board will review the Draft, Comments and Actions. The Board and the Working Group will have up to thirty (30) calendar days to collaborate on the Draft. At the end of the collaboration period the Board may recommend that the Draft Document plus the edits based upon Membership comments be elevated to a Proposed Document or it may send the Draft Document back to the Working Group for further work, stating the reasons in writing that the Draft Document is not ready for elevation to a Proposed Document. If the Working Group members feel that the Board is unreasonably withholding a recommendation, the document may be elevated to a Proposed Document by a supermajority of a quorum of the Working Group.

4.6.2.6  Submission of Proposed Document to Membership with Recommendation for a Vote

The Board will present the Proposed Document to the Membership for a vote, with a Recommendation as to the whether the Membership should approve or disapprove of the Proposed Document.

·        If the Board recommends approval, a Remote Material vote will be held to approve the Proposed Document.

·        If the Board recommends not approving the Proposed Document, a Remote Material Vote will be held requiring a Super Majority to approve the Proposed Document.

If the Proposed Document is approved it will be elevated to the status of Recommended and added to the OeBF Library.

4.7      Closing a Working Group

In all instances of closing of a Working Group the Board will notify the Membership of the closing and request comments during a fourteen (14) calendar day Comment Period before closing the Working Group.

4.7.1      Charter Expiration

If the Working Group Charter expires the Board may disband the Working Group or issue a Charter extension. The Board may extend the Charter any number of times. However, no single extension may exceed the duration of the original charter.  For example, a Working Group originally chartered for one year may be extended only in one-year increments.

4.7.2      Charter Violation

In the event the Board determines that the Working Group is in violation of its Charter, the Board will first work with the Working Group to correct the Charter violation. If the Working Group Chair requests, the Board will publish how the Working Group violated the Charter and what remedies the Board requires. In the event the violation cannot be remedied, the Board may elect to replace the Working Group leadership or may terminate the Working Group.

4.7.3      Lack of Resources

In the event the Board determines that the Working Group lacks sufficient resources to continue, the Board may disband the Working Group.

4.7.4      Activity Terminates

In the event the Board determines that the Working Group has completed its Charter, the Board may disband the Working Group.

5         OeBF Document Library

Tuesday, May 29, 2001:  This section is recent work by the Board and still preliminary.

The OeBF will maintain a document library containing the Output Documents of Working Groups, the Board and other OeBF activities.

5.1      Sections

Sections of the library will be made available to the following groups.

5.1.1      General Public

A collection of documents approved by the Membership and/or the Board will be maintained and made available to the general public. This will include Recommended Documents, Press Releases, selected Informational Documents, and other official documents.

5.1.2      OeBF Members

A collection of documents approved by the Membership and/or the Board will be maintained and made available to the Principal and Associate Members. This will include minutes of Board Meetings and Working Group meetings, the Bylaws, Informational Documents, and other relevant documents.

5.1.3      Board of Directors

A collection of documents used internally by the Board.

5.1.4      Working Groups

A collection of documents used internally by Working Groups and posted on their pages of the Web site. These documents are primarily for the use of the Working Group members but are accessible to all OeBF members.

5.1.5      Other Approved OeBF activities

A collection of documents used for other OeBF Approved activities.

5.1.6      Approving an Informational Document

Informational Documents may be produced as by-products of the Working Groups or Special Interest Groups or may be produced by other entities that the Board may recognize or authorize from time to time. All  Informational Documents must be submitted to the Board for Review. The Board and the Working Group or other author may collaboratively edit the document for a period not to exceed sixty (60) calendar days. The Board will then submit the Informational Document to the Membership with Comments or may send the document back to the author for further work, stating in writing the deficiencies of the document.

Informational Documents have no official OeBF status and require no vote of approval by the Membership.

5.1.7      E-Mail Lists

The OeBF will maintain many E-mail Lists (reflectors) including one or more for each Working Group. E-mail Lists shall be archived in the OeBF document library and be made available for browsing and searching by all OeBF Members for a period of at least five (5) years.

Each E-mail List shall have a designated List Monitor. In the case of Working Groups that List Monitor is the Chair unless otherwise designated. In addition to making sure that the E-mail List is properly archived and made available to Members, the List Monitor shall monitor all list traffic and ensure compliance with the OeBF Antitrust Policies and Procedures.
 

Appendix A: OeBF Working Group Proposal Template

To be supplied:  A template for Working Group Proposals.

Appendix B: OeBF Submitted Document

To be supplied:  A template for Submitted Documents.

Appendix C: Working Group Reporting Standard Operating Procedures

 

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