[Tinyos-alliance] Today's agenda (birdge: 415-692-0828 x8604 pin:3987)

[David E. Culler]

I: Complete discussion of Bylaw issues
II: TEP finalization process update
III: Sensys BoF

I've gone through the bylaws for several of the other related 
organizations.  I want to hit a couple of structural issues as the last 
step before going to legal paper.

* Membership classes:  The ones that are industrially focus with 
substantial dues, member classes, and representation on the board based 
on class end of very focused on management of that structure.  Eclipse 
comes at this from more of a roles point of view.
* Foundational principles: do we want to have certain aspects rise to a 
higher level of affirmation (license, IP)
* Officer responsibilities: do we want to lay out deeper structure
* IP in separate document




Issues present in the Eclipse Bylaws
  Extensive definition of member classes and explicit composition of the 
board by class (strategic developer, ...)
     - gets into deliquency of dues issues
  Unanimous consent to change EPL or IP policy
  Electronic participation / voting
  Defines 5 classes of membership (article IV) strategic developer, 
strategic consumer, add-in provider, committer, associate)
  Defines managment organization (architecture council, planning council 
requirements council)

Detailed issues (not for discussion)
  3.14 must use reasonable input
  Slight difference in compensation guidelines
  3.15 removal (with or without cause)
  Defines some initial organization committees (membership, appointment, 
finance, compensation)
  Defines executive director
  Defines dues management
  Advisory board
  Imdemnification
 
Apache
  Explicit treatment of member voting rights
  Spells out director conflict of interest
  Advanced payment of expenses
  Right of claimant to bring suit
  Insurance

OSDL Notes
   Extensive focus on membership, associated representation on the 
board, and dues (platinum, gold, silver, bronze)
***   Creation of individual or entity classes (affiliants, associates, 
contributors, ..)
   nontransferability
   makeup of the board by member class
   CEO director
   restrictions / contro.l groups (5.3 h)
   standard of conduct
   advisory board
   explicit paragraphs on officer responsibilities (6)

OSGI
   Compliance with antitrust
   Waiver of fiduciary duties
    Duties of officers
    Executive committee
    Corporate seal
    Fees and dues, membership book
   Termination of membership
*** Proxies