[Rets-dev] Governance Document

Tue Aug 7 23:33:00 CDT 2007

Michael,

Thank you so much for the quick response.  I will examine the MISMO IP
Policy and licenses tomorrow.

#7:  (Without reference to the IP Policy document) Section 3.6 appears
to permit the inclusion of work in the standards by participants who
hold Patent Rights and permit the participant to retain those rights as
long as they are disclosed.  If a participant withdraws, Section 3.4
states "Further, any such individual will submit to RESO a copy or a
detailed written description of all information or materials that it
provided to RESO in writing that contain Patent Rights belonging to such
individual that such individual does not want RESO to continue to use in
its standards development process, which submission must be delivered by
the individual to RESO within sixty (60) days of its withdrawal."

If contributions adopted as Standards only include items that convey a
Royalty-Free License, this is not a critical issue, but I think most
developers using RESO standards would rest easier if this were
explicitly stated in the document.

Thank you, again.

Stuart

________________________________

From: rets-dev-bounces at rets.org [mailto:rets-dev-bounces at rets.org] On
Behalf Of Michael Wurzer
Sent: Tuesday, August 07, 2007 10:32 PM
To: rets-dev at rets.org
Subject: Re: [Rets-dev] Governance Document

Stuart, you raise some very good points that need clarification and
we'll work to get them resolved tomorrow prior to Thursday's meeting.  I
also want to recognize and apologize for the lateness of the posting of
the document, which has shortened the review opportunity.  At the same
time, I think it is important to try to answer your and everyone's
questions and still seek a vote so we can move the process forward
without having to wait for the next meeting in December.  

To that end, below are my responses in-line with your questions, of
which I'll get confirmation from the other work group members tomorrow.

Michael

Stuart White wrote: 

	Thank you to all of you who worked on the Proposed Governance
Structure document.  Being a newcomer to the RETS efforts, I am hesitant
to ask questions and provide input.  But, with a possible vote on
Thursday, there is little time for the rest of the RETS participants to
fully digest and understand the contents.

	This is a very important document, which will have a tremendous
impact on industry standards, vendor systems, the NAR, brokers, agents
and MLSs.  It may be the best structure for the future, but there are
significant questions arising from the document distributed yesterday
that must be answered before a vote is taken.

	The following items are critical to the understanding and
adoption of this proposed governance structure: 
	Articles of Incorporation 
	Bylaws 
	IPR Policy 
	Standards Licenses 
	Workgroup Licenses 
	End-User Licenses 
	Royalty-Free Licenses 
	Anti-Trust Policy

MJW:  We should have posted these documents to RETS.org and will
tomorrow, but the form of the IP Policy, licenses, and Patent Policy are
intended to be the same as those adopted by MISMO
<http://www.mismo.org/files/mismo/IntellectualPropertyRightsPolicy.pdf>
.    Regarding Articles of Incorporation and By-Laws, we have not
contemplated drafting those documents as we intended first to get
approval of the overall concept of forming a corporation with the
purposes and governance structure outlined in the RESO document. 

	In addition, below are questions and comments I have from
reviewing the document for less than 24 hours. 

	1)  Details are missing about how the initial entity is formed,
including the selection of the initial Board and Committees.  The
initial leadership significantly impact subsequent governance processes.
How they are selected should be in this document.

MJW:  I believe the work group's intent was that the initial Board and
Work Groups will be formed in the same manner as outlined in the
document.  In the case of the Board, the slate will be nominated by the
membership and elected by the Shareholders (NAR).  The Board will then
hire an EO, who will hire staff.   Work Groups form by volunteersl, who
then elect the Chair. 

	2)  A very significant problem I see is that the Board of
Directors may act by a majority written consent without notice to the
directors as a whole (or without input from the participants at all).
This means that six directors can take action without five directors
even knowing a vote is being taken.  This appears contrary to the spirit
of collaboration contemplated in the purpose of the organization.

MJW:  We'll clarify that notice to the entire Board is required of all
meetings.  

	3)  Section 2.2.1 states that NAR will be the sole owner of
RESO.  The chart at 1.3 says NAR will be the principal shareholder, and
Section 2.4.3 unmistakably references multiple Shareholders.  What is
the role of NAR?  Are there additional Shareholders?  Who else can be a
Shareholder and how does one become a Shareholder?

MJW:  The intent is that NAR will be the sole shareholder, just as the
Mortgage Bankers Association is the sole shareholder of MISMO.  I
believe the other references to multiple shareholders are inadvertent
but will seek clarification tomorrow.

	4)  The election of directors needs to be crystal clear and
incontrovertible.  Section 2.2.7 states t3he Shareholders may appoint
members to the Board of Directors who were not nominated by the General
Assembly, while 2.4.3 says the Shareholders cannot vote for persons not
listed on the ballot.

MJW:  Section 2.4.3 is correct (shareholders may not appoint members who
were not nominated by the General Assembly) and Section 2.2.7 needs to
be revised to make it consistent.

	5)  What is the Technical Committee in 1.1?   Is this the same
as the Standards Committee?

MJW:  The Board of Directors consists of two committees, a business
committee and a technical committee.  The reference to the standards
committee is from an earlier draft and should have been changed to
reference the Board of Directors instead.

	6)  Without the license documents listed above, Section 3 is
ambiguous (at best).  A significant portion of Section 3 references the
IPR Policy, which is to be passed by the initial Board of Directors.
The IPR Policy is critical in defining what rights participants convey
to the organization and what rights they retain.

MJW:  As noted above, we'll get the documents posted to rets.org, but
you can review the MISMO documents in the meantime as they will be
substantially the same.

	7)  If a participant discloses Patent Rights for a particular
standard, withdraws from RESO and rescinds use of those processes, it
appears that the standard must be completely redrafted.  I would suggest
that nothing should be adopted as a standard unless it conveys a
Royalty-Free License.  If not, those who hold patents have tremendous
leverage over those who do not.  Again, this appears contrary to the
spirit of collaboration contemplated in the purpose of the organization.

MJW:  Can you point me to the specific language that leads you to this
conclusion?  The intent is that a royalty-free license is required, and
so we definitely do not want the result you mention.

	Conceptually the proposed governance structure appears sound.
However, it is premature to ask for adoption of the proposed governance
structure without drafts of the formal documents listed above.  Without
these, no one could possibly know what they are approving or rejecting.

________________________________

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________________________________

	Michael Wurzer <mailto:mwurzer at fbsdata.com> 
	President and CEO
	FBS Data Systems - An Employee Owned Company
	800.437.4232 x140 (office)
	701.306.9341 (mobile)
	www.flexmls.com/blog 

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