THE DEFAULT OASIS COMMITTEE PROCESS Jon Bosak Los Altos, California 1999.11.01 The process outline describes a new superstructure for the development of OASIS standards. Making the new structure real will require the specification of processes for several different kinds of deliberative bodies, to wit Industry harmonization conferences (phase 1 of the outline) Activity proposal groups (phase 2 of the outline) Charter formation groups (phase 3 of the outline) Technical committees (phase 5 of the outline) plus other organizational structures (in particular voluntary coordination groups and shared subcommittees) yet to be considered in detail. While these different groups are potentially of equal importance, it is the technical committees that will be perceived as central to OASIS, and it is there that most of the actual work of designing technical specifications will take place. The OASIS process for technical committees proposed in the process outline would create a structure for the spontaneous and nearly self-regulating development of XML standards. If this effort succeeds, it may come to be judged the most important work we ever do, so I think we should take great care in its execution. The good news is that we are not working in a vacuum. The existing OASIS Bylaws actually specify a very detailed committee process, and I have come to the conclusion that we would be well advised to take advantage of this, as I will argue further at the end of this piece. You would never suspect the depth of the existing process from reading the article in the Bylaws devoted to committees. It's not a long article, and half of it (Section 1) is concerned with Executive Committees of the Board, which do not concern us. The remainder, such as it is, is given below. ================================================================= ARTICLE 5: COMMITTEES Section 1. Executive Committee [section on executive committee of the board of directors omitted] Section 2. Other Committees The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. 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 of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors 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. ================================================================= This doesn't look like it says much, but the OASIS Bylaws (which reek of trusty old boilerplate) actually say a lot more about committees than might appear from a first reading of Article 5. Section 3 quoted above says that the "meetings and action" of OASIS committees shall be governed by, noticed, held and taken in accordance with the provision of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members... In other words, the process for committees is what you get when you apply a set of transformation rules to the process for the Board of Directors, which is given in the much longer Article 3 of the OASIS Bylaws titled "Directors." Not all of Article 3 relates to how "meetings and action" are "governed by, noticed, held, and taken," however. The sections of Article 3 that do not fall under these headings and and hence are not among the Bylaws to be interpreted as covering committee meetings appear to be as follows: Section 1. Number Section 2. Powers Section 3. Duties Section 4. Compensation Section 5. Restriction Regarding Interested Directors Section 16. Terms Of Office Section 17. Election Section 18. Vacancies Section 19. Non-Liability Of Directors Section 20. Indemnification By Corporation Of Directors, Officers, Employees And Other Agents Section 21. Insurance For Corporate Agents Notice that some of these nonapplicable sections specify the methods by which it is determined who does and doesn't participate in the process: Section 1. Number Section 2. Powers Section 3. Duties Section 17. Election Section 18. Vacancies For committees, the substance of these sections is covered by the implied process I will explain further in what follows. After eliminating the sections of Article 3 that appear not to relate to governance, notification, meetings, and actions (as listed above), we can perform the generative transformation called for in Art. 5 Sect. 3. Substituting "committee" for "board" (or "board of directors"), "member" for "director," and (by implication, I believe) "chair" for "executive director" in the rules for board meetings generates the following implied bylaws for OASIS committees. (As an aid to comparison at this stage of review, the section numbers in this generated article have been left as they are in the corresponding sections of Article 3 of the Bylaws pertaining to Directors. The indented paragraphs in square brackets contain notes for members of the workprocess committee.) ======================================================================== ARTICLE Y (IMPLIED): BYLAWS FOR COMMITTEES APPOINTED BY THE BOARD Section 6. Place Of Meetings Committee meetings shall be held at the principal office of the corporation unless otherwise provided by the committee or the Board of Directors. [The board is implied by provisions of Art. 5 Sect. 3.] Section 7. Regular Meetings Regular meetings of the committee shall be held at a minimum of four (4) times per calendar year or as the Board of Directors shall provide. [The board is added by provision of Art. 5 Sect. 3.] Section 8. Special Meetings Special meetings of the committee may be called by any two members, or by the chair, or by the Board of Directors. Such meetings shall be held at the place designated by the person or persons calling the meeting. [The addition of the board is implied by Art. 5 Sect. 3. It might seem dangerous to allow any two members of a committee to call a special meeting of the committee at any location they choose; travel is too expensive to let this happen in the general case. But the clause is harmless, since there is a hardwired quorum rule in place. Under Sections 11-13, the meeting actually happens only when at least half of the members (i.e., members appointed directly by the board, or voting members according to rules yet to be specified) physically show up for a meeting. Thus, the larger the undesirability of the travel, the smaller the probability that the meeting will actually occur. Allowing two members to call a meeting that has the physical support of at least half the voting members of the committee takes care of edge cases where the chair is out of action for some reason. Taken with Sections 11-13, it also licenses any subgroup consisting of two or more members of the committee to meet informally at any time and place they choose.] Section 9. Notice Of Meetings Meetings of the committee shall be held upon 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 member at his or her address as registered with the chair of the committee. [A little artistic license has been exercised at the end of this; the corresponding phrase in the rules for the board reads "at his or her address as shown on the books of the corporation"]. Notice of the time and place of holding an adjourned meeting need not be given to absent members 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 members 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 meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any committee meeting need not be specified in the notice. [Thus it's not required that agendas be sent in advance of meetings.] Section 11. Waiver Of Notice And Consent To Holding Meetings The transactions of any meeting of the committee, 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 member 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 made a part of the minutes of the meeting. Section 12. Quorum For Meetings A quorum shall consist of a majority of the members. [Note that the concept of a voting member is essential to making this work in practice if the committee is not appointed directly by the board. If "the members" is construed to include every OASIS member who expresses interest in the business of the committee, then most committees will not be able to assemble a quorum, either personally or through mail.] 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 committee at any meeting at which a quorum, as hereinafter defined, 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 members present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the committee. [It's very important to observe that here, as in Section 9, "adjourn" is being used in the parliamentary sense. It does not mean "stop meeting" but rather "continue what we're doing," either at a particular time and place or at the call of the chair. To adjourn a committee is to register an intent to reconvene the committee. So "may adjourn from time to time" means that members of a committee can hold a series of what we would loosely call meetings even though there is not a quorum. This paragraph seems to allow a number of members less than a quorum to meet informally as often as they like without breaking the rules. A group of the members of a committee meeting under such circumstances cannot entertain motions or otherwise transact substantive business (other than stating its intention to reconvene), but that doesn't mean that members can't get together to talk things over. If my reading is correct, the rules relating to meetings allow (for example) for the occurrence of an ad hoc meeting of any two or more members who happen to encounter one another at an industry conference, and it further allows them, if a quorum is present, to hold a real meeting and conduct substantive business on the spot if this is unanimously upheld by their absent colleagues later on (see Section 11). Practical people would probably secure such consent in advance through an email note or a phone call, which in effect means that a committee can meet at less than 48 hours notice whenever someone can touch base with all of its members to make sure that they will all formally consent to having held the ad hoc meeting at the next regular meeting and to having that consent registered in the minutes of the next regular meeting. If given 48 hours or more, a committee may hold a perfectly proper formal meeting under the provisions of Section 9.] 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. [Otherwise any two members could generate a process blizzard by continously invoking their right to call a meeting and thus calling into action the system for giving notice of meetings.] 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 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 Bylaws of the corporation. [This is a logical extension downward of what can happen from the bottom up if two or more members get together.] Section 13. Majority Action As Committee Action Every act or decision done or made by a majority of the members present at a meeting duly held at which a quorum is present is the act of the committee, unless the OASIS Bylaws require a greater percentage or different voting rules for approval of a matter by the committee. [The paragraph above needed heavy editing to perform the transformation and should therefore be carefully compared with the corresponding section of the rules for the board. Notice that, by extension, "the OASIS Bylaws" include the rules governing committees given in the parliamentary authority specified in the next section.] Section 14. Conduct Of Meetings Meetings of the committee shall be presided over by the chairperson of the committee or, in his or her absence, by a chairperson chosen by a majority of the members present at the meeting. [The paragraph above needed heavy editing to perform the transformation and should therefore be carefully compared with the corresponding section of the rules for the board.] Meetings shall be governed by Robert's Rules of Order, 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 wording of this paragraph is identical to that of the corresponding paragraph in the version describing the Board of Directors. Its meaning will be explicated further below.] Section 15. Action By Unanimous Written Consent Without Meeting Any action required or permitted to be taken by the committee under any provision of law may be taken without a meeting, if all members of the committee shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the committee. Such action by written consent shall have the same force and effect as the unanimous vote of the members. 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 committee without a meeting and that the Bylaws of this corporation authorize the members to so act, and such statement shall be prima facie evidence of such authority. ================================================================= This expansion provides our committee process under the rules of a Pennsylvania Domestic Non-profit Corporation as far as I can figure it out from the Bylaws. But is that all there is? Goodness, no; we're not nearly done resolving all of the implied references here. There are two more levels to go. Section 14 of the implied "Article Y" above was generated by transformation from Section 14 of Article 3, Directors, according to the directions in Section 3 of Article 5, Committees. Now another very detailed hunk of process is pulled in by reference in the second paragraph of the generated Section 14, which is a word-for-word copy of the same paragraph in Art. 3 Sect. 14: Meetings shall be governed by Robert's Rules of Order, 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. This specifies OASIS process to the letter. The phrase "Robert's Rules of Order, as such rules may be revised from time to time" is a standard formula for invoking the most recent edition of Robert's Rules of Order, which was first published in 1876, officially revised in 1915 (Robert's Rules of Order Revised), and revised again in 1970 (Robert's Rules of Order Newly Revised, sometimes abbreviated RONR). The Ninth Edition of Robert's Rules of Order Newly Revised (1990) is the most recent version of this work and is therefore the thing formally incorporated by reference -- all 706 pages of it -- in Section 14 of Article 3 and thereby into the OASIS committee process. (An aside about books: the latest edition of Robert's is ISBN 0062760513 (paper) or 006275002X (hardback). You will probably have to order this; the couple of bookstores I checked stocked only cheezy rehashes of the 1876 edition, which has fallen out of copyright and is procedurally no longer current. In a pinch you can generally substitute the excellent, if old-fashioned, 1915 edition on basic questions of procedure, and you can almost certainly get by with, say, the first 1970 edition of RONR, but if you don't already have a copy of one of these older editions you might as well order the real thing; the pocketbook edition of the Ninth is not expensive, and that way you will be able to follow page references. I got mine in hardback for $21 plus shipping from www.barnesandnoble.com, a vendor that I have grown to appreciate for its reliability.) OK, let's be honest. The mention of what some people call "Robot's Rules" cannot but send a chill up the spine of anyone who's had to work for a while within the kind of activities where this process is customarily employed. But further analysis shows that this apprehension may be unjustified. The real meaning and intent of the phrase "with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members" becomes evident if we consider that Robert's distinguishes between the kind of formality that governs a deliberative assembly per se and that which governs its boards and committees. The intent of Section 14 is not to apply the well-known rules in Robert's for general assemblies to the OASIS board and its committees but rather to apply to the board the rules in Robert's for boards and to committees the rules in Robert's for committees. The procedures for boards and committees are different from and decidedly looser than those for general assemblies. In Robert's (pp. 479-80 of the Ninth edition), ordinary committees are of two types -- standing committees (which have a continuing existence) and special committees (which go out of existence as soon as they have completed a specified task). Clearly, a technical committee as envisioned in the process outline would be of the second kind, described in slightly more detail a few pages later (p. 482): A special (select, or ad hoc) committee is a committee appointed, as the need arises, to carry out a specified task, at the completion of which -- that is, on presentation of its final report to the assembly -- it automatically ceases to exist. This doesn't sound materially different from what our outline has in mind. Robert's continues in the paragraph first cited (p. 480): Generally the term committee implies that, within the area of its assigned responsibilities, the committee has less authority to act independently for the society (or other constituting power), than a board [of directors] is usually understood to have. Thus, if the committee is to do more than report its findings or recommendations to the assembly, it may be empowered to act for the society only on specific instructions; or, if it is given standing powers, its actions may be more closely subject to review than a board's, or it may be required to report more fully. This sets the formal relationship between OASIS and its technical committees about where we would set it in any case, and it implies that under the current Bylaws, the default procedures for a committee created by the OASIS board allow its area of responsibility to be set by the board. I can think of only two formal actions we would want from a technical committee: (1) the approval of its Committee Specification by a special kind of committee vote and the fixing of errata following a standby period after the spec has been released, this being the ordinary end state of a successful technical committee in our current outline, or (2) the issuing of a report "out of committee" in the parliamentary sense. The process for (1) is something that we will have to write; the process for (2) is covered in Robert's. It's true that reporting something out of committee in the parliamentary sense is (or can be) attended by a good deal of folderol; Robert's devotes an entire section to Reports of Boards and Committees. But if we can imagine the kind of report that might come out of an OASIS technical committee *instead of* a Committee Specification -- for example, a statement that the problem can't be solved in its current form, or that fistfights are breaking out among the participants, or that requirements have been set in an unreasonable way and should be reconsidered -- then it's not hard to imagine a situation in which we would be glad to have the tested set of procedures for drafting a report, citing contributors, and including minority opinions that Robert's provides. So I don't think there's anything wrong with having this mechanism on hand when it's needed. Robert's finishes the paragraph last cited with this: Also, unlike most boards, a committee in general does not have regular meeting times established by rule; but meetings of the committee are called as stated on pages 490 and 491. This reference is to a section headed "Conduct of Business in Committees," the key paragraph in which is the following. In a standing or special committee -- unless it is so large that it can function best in the manner of a full-scale assembly [note the scalability here; you pop up a defined level of formality when the size of the committee passes a certain limit] -- the same informalities and modifications of the regular rules of parliamentary procedure generally prevail as are listed for small boards on pages 477-478; also, the rules governing the motion to Reconsider are modified as stated on pages 323-324. In committees, the chairman not only has the right to make and debate motions, but he is usually the most active participant in the discussions and work of the committee. In order that there may be no interference with the assembly's having the benefit of the committee's matured judgment, motions to close or limit debate (15, 16) are not allowed in committees. [The "(15, 16)" refers to section numbers in Robert's.] This passage is interesting because of what it includes by reference: Procedure in Small Boards; Reconsideration in Standing and Special Committees; and the prohibition on motions to close or limit debate. Let's take these one by one. At pp. 477 ff., Robert's says: PROCEDURE IN SMALL BOARDS. In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies, in the following respects: -- Members are not required to obtain the floor before making motions or speaking, which they can do while seated. -- Motions need not be seconded. -- There is no limit to the number of times a member can speak to a question, and motions to close or limit debate (15, 16) generally should not be entertained. -- Informal discussion of a subject is permitted while no motion is pending. -- Sometimes, when a proposal is perfectly clear to all present, a vote can be taken without a motion's having been introduced. Unless agreed to by unanimous consent, however, all proposed actions of a board must be approved by vote under the same rules as in other assemblies [which means in a technical committee that a simple majority can decide the substantive resolutions embodied in a working draft if the requirement for a quorum are satisfied], except that a vote can be taken initially by a show of hands, which is often a better method in such meetings. -- The chairman need not rise while putting questions to vote. -- The chairman can speak in discussion without rising or leaving the chair; and, subject to rule or custom within the particular board (which should be uniformly followed regardless of how many members are present), he usually can make motions and usually votes on all questions. So the committees given us by default are not encumbered with quite as much pomp and circumstance as one might have come to expect from the misapplication of the full parliamentary apparatus to affairs of the student government and meetings of the local garden club. The second important difference between committees and "other assemblies" has to do with reconsideration. Reconsideration is one of those procedural things that you wish would go away but that have to be dealt with. How do groups change their minds? By reconsidering their decisions, thus enabling "a majority of an assembly, within a limited time and without notice, to bring back for further consideration a motion which has already been voted on" in order "to permit correction of hasty, ill-advised, or erroneous action, or to take into account added information or a changed situation that has developed since the taking of the vote" (p. 309). The rules for reconsideration have to be delicately tuned, because slight adjustments the wrong way can create a committee that wastes all of its time cycling between alternative viewpoints on some issue. The section in Robert's included by the citation of pages 323-324 in the passage quoted above reads as follows: RECONSIDERATION IN STANDING AND SPECIAL COMMITTEES. Reconsideration in a standing or a special committee (49) differs from reconsideration in a meeting of the assembly in the following respects: 1) A motion to reconsider a vote in the committee can be made and taken up regardless of the time that has elapsed since the vote was taken, and there is no limit to the number of times a question can be reconsidered. [In a full assembly, a motion to reconsider can only be made on the same day that the vote to be reconsidered was taken, or the day immediately following.] 2) The motion can be made by any member of the committee who did not vote with the losing side; or, in other words, the maker of the motion to Reconsider can be one who voted with the prevailing side, or one who did not vote at all, or even was absent. [In a full assembly, the motion to reconsider can only be made by a member who voted with the prevailing side.] 3) Unless all the members of the committee who voted with the prevailing side are present or have been notified that the reconsideration will be moved, it requires a two-thirds vote to adopt the motion to Reconsider. In other respects reconsideration in a committee is the same as in a meeting of the society or its board. The restriction in clause 2 is, as Robert's says, "a protection against dilatory use by a defeated minority -- especially when the motion is debatable" (p. 309). Note, as Robert's does, that the prevailing side can be a minority if the original question being reconsidered required a two-thirds vote and the prevailing side voted "no." With the very important provisions of clause 3 included, this strikes me all in all as a pretty good set of rules for reconsideration in a committee. The third difference between process in a default committee and an assembly (aside from the very different role of the chair) is that committees under Robert's cannot limit debate. More particularly, the motions called "Limit or Extend Limits of Debate" and "Previous Question" cannot be made in a committee. Here is where I have a problem with Robert's: not allowing for any device whereby a question can ultimately be resolved in favor of the majority makes me nervous. I would like to see the OASIS rules for technical committees changed to explicitly allow both of these motions, or at least the motion called Previous Question. Under the rules for a full assembly, Previous Question requires a two-thirds vote of those present for approval, and I think that this rule should simply be extended to committees. Now, what about the membership of committees? According to Art. 5 Sect. 3, committees of the corporation are "designated by resolution of the Board of Directors." (Whether the OASIS membership can itself form committees is an interesting question. My reading is that it can indeed form its own committees, but those aren't the ones we're talking about here.) A committee "designated by resolution of the Board of Directors" is a committee created under Robert's (by Art. 3 Sect. 14), and therefore, in the absence of other rules, the appointment of the chair of the committee and its other members follows Robert's rules for committees appointed by boards, which is covered on pp. 482-490 of the Ninth edition. The basic rule is pretty simple (p. 482): The power to appoint a committee carries with it the power to appoint the chairman and to fill any vacancy that may arise in the committee. Appointment of the chair is covered under the motion to Commit. According to Robert's (p. 173), If the committee [of a full assembly] is named by a power other than the chair (such as the assembly or the executive board), the body that elects the committee members has the power, at the time the appointments are made, to designate any one of them as chairman. If a chairman is not designated when the committee is appointed, the committee has the right to elect its own chairman. In the latter case, the first-named member has the duty of calling the committee together and acting as temporary chairman until the committee elects a chairman. Since such a committee may confirm its first-named member in the chairmanship, it is important that this person be qualified and dependable. ["First-named" refers to the rule in assemblies that by default, the first person named to a committee is its chair. This paragraph says that when the members are appointed by a board and no chair is specified, the members themselves can override the default, which committees appointed by a full assembly are not allowed to do.] For appointment of the other members of a committee we jump back to pp. 483-489, where we find that there are five basic methods: (a) election by ballot, which is overkill in a board proceeding; (b) nominations from the floor (ditto); (c) nominations by the chair with confirmation by voice vote, which could be done in a board setting but usually isn't; (d) appointment by the chair "or by the regular presiding officer," the power to do which is recommended for small groups but unfortunately must be specifically invested in that person by the Bylaws, which is not true in our case; and (e) appointment by adoption of a motion naming members of a committee. While I believe that the board can use any of these methods except (d), it's (e) that maps directly to the power given the board to create committees in Art. 5 Sect. 2 and that probably deserves to be called our default method for naming the members of a committee. It seems to me that the next most likely method, (c), just provides a more detailed procedure for doing what could be done under (e) anyway. Regarding (e), Robert's says (p. 487): The names of the proposed committee members can be included in the motion proposing to appoint the committee, either as it is originally offered or by way of an amendment. Or, if the motion to appoint the committee is adopted without prescribing the manner of appointment, a second motion can be made... In either case, the motion naming the committee members can specify the committee chairman or not as the assembly wishes. What about removing committee members? Page 487 again: Unless the bylaws or other governing rules expressly provide that committee members shall serve "...and until their successors are chosen" or for a fixed period, as "...for a term of two years," committee members (including the chairman) may be removed or replaced as follows: If appointment was as provided in paragraphs (a), (b), (c), or (e), above, the removal or replacement of a committee member requires the same vote as for any other motion to Rescind or Amend Something Previously Adopted.... Does this give us what we need to implement the technical committees described in the process outline? Almost but not quite. Here's what the process stated or implied by the current OASIS Bylaws gives to the board: 1. The power to create a committee and to specify its scope. 2. The power to appoint its chair and its members. 3. The power to remove or replace the chair or any of the members. This is enough to start up committees, run them by "manual control" so to speak, and receive their reports when they have completed their appointed tasks. But two key things needed to get the kind of scalability envisaged in the process outline are still missing: 1. A process for allowing members to join committees after they have been formed and for removing them if they prove unsuited to the task without requiring case-by-case intervention on the part of the board. 2. A process that allows committees to take a certain specific action on their own authority, namely to approve (by a special vote) a Committee Specification. Providing these missing pieces, together with a small number of other changes that should probably also be adopted, will, in my opinion, require modifications to the OASIS Bylaws. In the absence of such changes, the OASIS process can go on, but only under the continuing supervision of the board. From a practical standpoint, the default process is limited by the capacity of the board to continue to intervene on a case-by-case basis. CONCLUSION With the procedural macros finally expanded, I think that the default committee process provided by Robert's isn't all that bad, and I am hopeful that we can build the specialized deliberative structures we want by suitable additions to this base. I think that this will give us better results than starting from scratch, for several reasons. 1. It maintains procedural alignment between the process for OASIS committees and the other two layers of the OASIS structure (the Board of Directors and the membership). 2. It keeps the whole structure of the work on a foundation that, whatever its faults, embodies several hundred years of practice in the orderly determination of the gravest questions -- up to and including declarations of war -- in forums where the bitterest of opposing viewpoints must be reconciled. This process is extremely robust, and copies of its specification are widely available. 3. It automatically provides all of the ordinary mechanisms needed for committee work (handling committee reports and minority opinions, for example). 4. It can allow scalability into a different level of process when committees exceed a certain size (to be specified). 5. It can allow scalability in the other direction, too -- Robert's provides an entire process for the establishment and management of subcommittees. 6. It promises a fairly high probability that we can take a similar approch to specifying the other phases of the process, in particular the process for charter formation and the process for cross-industry harmonization. Robert's includes procedures for such things as holding conventions and bootstrapping new assemblies that would be hard to improve on and could probably serve as the basis for these other parts of the pipeline. The changes and additions we will need to make to the default process in order to establish technical committees in conformance with the process outline are set forth in a separate document.