Mike/Rachel I am another person on Steering who has expressed concern about the Bylaws and the OPM.
I am concerned about the two provisions Rachel cited in her email. I don't see how ANSI could approve our OPM with a clause in it that states that the Bylaws override the OPM. I voted against the SDO Accreditation ballot Mike mentioned, but there were only two (if I recall correctly, maybe 3) disapprovals (Peter Randlev was another). My objection was "While I approve of the move to an SDO, I do not believe that the current ASC X12 Bylaws are acceptable." The response from the Chair to my negative vote was "This letter acknowledges your comment has been received and your opinion noted." I have other issues with the Bylaws which include and are not limited to: the ASC X12 BoD could change the Bylaws at any time so long as a 15 day notice is given (section 12.06); the Corporation will permit and/or license use of copyright materials according to the Corporation's copyright policies, which may require a licensing fee as established by the Board (section 12.04); and numerous duties currently under the purview of the Steering Committee are being moved to the ASC X12 BoD. Basically all dues, publication, and licensing fees are now the sole responsibility of the BoD which does not have any requirement for balance in membership. There is nothing I can find in the Bylaws that even suggests input from the Steering Committee. In fact the Bylaws include the follow: "Notwithstanding the foregoing, the Steering Committee shall not exercise any power or authority reserved to the Board by the Articles, these Bylaws, the Virginia Nonstock Corporation Act or other applicable law." In other words, if the BoD approves a change to the Bylaws to include a duty that the Steering Committee is currently responsible for, that duty is automatically transferred from the Steering Committee to the BoD. And also I agree with Rachel, the membership has not been kept fully in the loop, although to be fair the Chair has disagreed with me numerous times over this topic. For example, I would have preferred that the membership vote on incorporation, before we incorporated. I would urge everyone to review both the OPM and Bylaws and provide any comments to ANSI. Doug -----Original Message----- From: Mike Rawlins [mailto:m...@rawlinsecconsulting.com] Sent: Sunday, July 07, 2013 10:14 PM To: EDI-L@yahoogroups.com Subject: Re: [EDI-L] X12 accreditation public review? Rachel, At least two of us on Steering expressed concern about the provisions you cite: removal of a member and dues assessment. If I remember correctly we were told that the attorney advising the X12 Board on the bylaws recommended inclusion of these provision, but that the Board will consider changing them. At this point the Board has sole control over the bylaws. Mike ----------------------------------------- Michael C. Rawlins, Senior Software Engineer, GXS Sent from personal account On 7/7/2013 12:55 PM, Rachel Foerster wrote: > Mike, I do recall the ballot seeking X12 membership support. Below is the > text of the email received on 2/11/2013 from the Chair of the ASC X12 > Committee. I too support the move by X12 to an independent organization. > That said, I am less than pleased with the lack of communication and > transparency on this effort from the ASC X12, Inc., leadership, the ASC X12 > Committee Steering Committee and DISA since then regarding details of the > transition, the IP ownership, the transition or transfer of ASC X12 > Committee membership to ASC X12, Inc. and the current status. > > I am also personally chagrined that I failed to catch two key provisions in > the ASC X12, Inc. Bylaws about which I failed to comment. Failure to > adequately note these two provisions is complexly my fault. I may be wrong, > but I don't recall of ballot on the new OPM, nor which "members" of which > entity would be voting on it. I did try to participate to the extent that I > could in the drafting of the OPM. Unfortunately, previous ballots are not > available for review even though the voting period has closed. > > I suspect that I am not alone amongst the ASC X12 Committee members to > overlook them, to wit: > > 1. The Board of ASC X12, Inc. can remove any member of ASC X12 without > cause. > > SECTION 4.06 Withdrawal; Termination of Member > Any member may withdraw from the Corporation by giving thirty (30) days > written notice of such intention to the Board. A membership may be > terminated at any time, with or without cause, by majority vote of the > Board. > > 2. The Board of ASC X12, Inc. can assess special dues upon the ASC X12 > members without approval of the members. > > SECTION 4.03 Membership Dues; Special Assessments > The Board will establish membership dues. In order to prevent undue barriers > to participation, the Board will ensure that dues, fees and membership > service prices are not unfairly prohibitive to any interested or materially > affected party. > > The Board may from time to time determine that matters of high priority to > the Corporation exist. The Board shall have the power to assess special dues > for members, based on its judgment of the matters involved and the interests > of the members. > > "The ASC X12 Inc. Board and Steering Committee have approved ASC X12's > transition to accreditation as an ANSI organizational entity, which means > ASC X12 will be accredited as an autonomous Standards Development > Organization (SDO). As many of you know, our previous accreditation was > based on DISA acting as ASC X12 Secretariat. That accreditation must be > revisited since DISA will soon be merged into another organization. This > member ballot is being issued to confirm member support for accreditation as > an SDO based on the ASC X12 Bylaws and a new version of the ASC X12 OPM > which will be balloted separately as part of the accreditation process. > > "Please take the time to cast your ballot on this matter by 03/15/13. You > can access the ballot at https://www.disa.org/ballotx12 <https://www.disa.org/ballotx12> and vote using the > User Name and Password above. > > "If you have questions, suggestions or comments, please email me at > ch...@x12.org <mailto:chair%40x12.org> . This is an exciting time of change for ASC X12 and the ASC > X12 Board and Steering Committee are looking forward to many positive > opportunities." > > Rachel Foerster > 847-872-8070 > > -----Original Message----- > From: EDI-L@yahoogroups.com <mailto:EDI-L%40yahoogroups.com> [mailto: EDI-L@yahoogroups.com <mailto:EDI-L%40yahoogroups.com> ] On Behalf Of Mike > Rawlins > Sent: Saturday, July 06, 2013 3:46 PM > To: EDI-L@yahoogroups.com <mailto:EDI-L%40yahoogroups.com> > Subject: Re: [EDI-L] X12 accreditation public review? > > Rachel, > > There was an X12 membership vote recently to get the membership's consent to > X12 becoming an SDO in it's own right rather than an Accredited Standards > Committee with a designated Secretariat (DISA). > That vote passed, and the Steering Committee prepared a new draft of the > Operations and Procedures Manual (OPM) to present to ANSI for review before > submitting it to the X12 membership for ratification. I believe that this > ANSI notice was posted in association with the OPM review. I don't recall > that the members of the Steering Committee were explicitly notified that > ANSI had a public review period on the draft OPM. I don't know the answers > to your "why?" questions. > > For the record, I think this move on the part of X12 should have been done > years ago, and was surprised when I first learned that X12 was not itself a > legal entity (more like a minor child of DISA). I have had some concerns > about the manner in which X12 has proceeded down this path and continue to > work as well as I am able to see that due process and transparency are > followed. > > Mike > > ----------------------------------------- > Michael C. Rawlins, Senior Software Engineer, GXS > Sent from personal account > > On 7/3/2013 2:40 PM, Rachel Foerster wrote: >> As an X12 Member in good standing (meaning that I've paid my dues) I >> have to >> say that I'm more than dismayed and disappointed that the leadership >> of X12 >> committee did not see fit to provide notice to X12 members of this >> action on >> a timely basis so that an interested member could obtain the >> documentation, >> review it, and then submit comments within the public review time >> period. I >> know that there are members of the current ASC X12 Steering Committee on >> this list and I have to ask if they were formally notified of this action? >> If not, why not? If yes, why wasn't appropriate X12 member notification >> made? >> >> Rachel Foerster >> >> 847-872-8070 >> >> From: EDI-L@yahoogroups.com <mailto:EDI-L%40yahoogroups.com> <mailto:EDI-L%40yahoogroups.com> >> [mailto: EDI-L@yahoogroups.com <mailto:EDI-L%40yahoogroups.com> <mailto:EDI-L%40yahoogroups.com>] On >> Behalf Of Bill >> Lester >> Sent: Wednesday, July 03, 2013 1:27 PM >> To: EDI-L@yahoogroups.com <mailto:EDI-L%40yahoogroups.com> <mailto:EDI-L%40yahoogroups.com> >> Subject: [EDI-L] X12 accreditation public review? >> >> Anyone care to shed light on this? It was in the June 14th ANSI Standards >> Action. It indicates a July 15 comment deadline. Is this what Klaus meant >> when he indicated that DISA was out of the picture? >> >> Accredited Standards Committee X12, Electronic Data >> Interchange (originally jointly accredited with the Data Interchange >> Standards Association (DISA) as its Secretariat) has submitted an >> application for accreditation as a newly incorporated and separately >> accredited >> organizational entity (ASC X12 Incorporated) and proposed operating >> procedures for documenting consensus on ASC X12 Incorporated-sponsored >> American National Standards. ASC X12 Incorporated's proposed scope >> of standards activity is as follows: >> >> Standardization of cross >> industry e-commerce standards that improve business process >> interoperability >> and >> facilitate business information exchange supporting the finance, >> government, >> supply chain, transportation and insurance industries and associated >> business >> partners. >> >> To obtain a copy of ASC X12 Incorporated's proposed operating >> procedures or to offer comments, please contact: Mr. Guy Mayer, X12 >> Operations, 7600 Leesburg Pike, Suite 430, Falls Church, VA 22043; phone: >> 703.970.2052; Email: gma...@disa.org <mailto:gmayer%40disa.org> <mailto:gmayer%40disa.org> >> <mailto:gmayer%40disa.org> . >> Please submit your comments to Mr. Mayer by July 15, 2013, with a >> copy to the Recording Secretary, ExSC in ANSI's New York Office (E-mail: >> jthom...@ansi.org <mailto:Jthompso%40ANSI.org> <mailto:Jthompso%40ANSI.org> >> <mailto:Jthompso%40ANSI.org> ). As the proposed >> procedures are available electronically, the public review period is 30 >> days. You may view or download a copy of ASC X12 Incorporated's >> proposed operating procedures from ANSI Online during the public >> review period at the following URL: >> > http://publicaa.ansi.org/sites/apdl/Documents/Forms/AllItems.aspx?RootFolder <http://publicaa.ansi.org/sites/apdl/Documents/Forms/AllItems.aspx?RootFolde r> > =%2fsites%2fapdl%2fDocuments%2fStandards%20Activities%2fPublic%20Review%20an >> d%20Comment%2fANS%20Accreditation%20Actions >> > < http://publicaa.ansi.org/sites/apdl/Documents/Forms/AllItems.aspx?RootFolde <http://publicaa.ansi.org/sites/apdl/Documents/Forms/AllItems.aspx?RootFolde > > r=%2fsites%2fapdl%2fDocuments%2fStandards%20Activities%2fPublic%20Review%20a > nd%20Comment%2fANS%20Accreditation%20Actions&View=%7b21C60355%2dAB17%2d4CD7% >> 2dA090%2dBABEEC5D7C60%7d> >> &View=%7b21C60355%2dAB17%2d4CD7%2dA090%2dBABEEC5D7C60%7d >> >> [Non-text portions of this message have been removed] >> >> [Non-text portions of this message have been removed] >> >> > > > ------------------------------------ > > ... > Please use the following Message Identifiers as your subject prefix: > <SALES>, <JOBS>, <LIST>, <TECH>, <MISC>, <EVENT>, <OFF-TOPIC> > > Job postings are welcome, but for job postings or requests for work: <JOBS> > IS REQUIRED in the subject line as a prefix.Yahoo! 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