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EXHIBIT A

Rules of Procedure

LegalXML Member Section
(1/29/2002)

1.      Governance

a.       The LegalXML Member Section Steering Committee will be formed from existing OASIS members who have indicated their intent to participate significantly in LegalXML Member Section activities. Initially, the LegalXML Member Section Steering Committee will be comprised of members from the current LegalXML, Inc. Board of Directors. All LegalXML Steering Committee members must be current OASIS members.

b.      Once the Steering Committee is established at OASIS it may modify these member section Rules of Procedure, subject to OASIS Board of Directors approval. Members of the LegalXML Steering Committee must be selected from current OASIS members.

c.       The LegalXML Member Section will operate under the OASIS Bylaws and Technical Committee Process.

 

2.      Technical Process, Management, Reporting

a.       OASIS Technical Committees, including those associated with the LegalXML Member Section, will be formed and will operate according to the OASIS Technical Committee Process. "LegalXML" Technical Committees will be referred to as such only because of their topic and association with the LegalXML member section, but are actually OASIS Technical Committees.

b.      Technical work submitted to OASIS Technical Committees will be in accordance with the OASIS Intellectual Property Rights (IPR) policy.

c.       Technical work products created and approved by LegalXML Member Section Technical Committees will be referred to as "LegalXML Technical Committee Specifications". Only work products approved by a vote of the OASIS general membership will be referred to as "OASIS Standards."

 

3.      Other Activities

a.       The LegalXML Member Section Steering Committee may pursue other revenue generating and business activities independent of their Technical Committee work, such as events, grants, donations, etc.

b.      These other activities must comply with OASIS business budgeting and reporting practices, and are subject to approval of OASIS management.

c.       These other activities should be consistent with the Charter of OASIS and the LegalXML Member Section and compliant with the OASIS Bylaws.

d.      Expenses related to and disposition of revenue from these other activities will be approved by OASIS management and determined by OASIS Management and the LegalXML Member Section Steering Committee. OASIS Management has final decision-making authority on spending.

e.       The LegalXML Member Section may not engage in any activity, which might jeopardize OASIS' status as a tax-exempt organization.

 

4.      Administration and Support

a.       All administration activity, technical and membership services support to this member section will be provided and conducted as normal business processes and under the regular business schedules of the OASIS organization without preference or prejudice.

b.      OASIS will establish and track a discretionary fund designed to support the activities of LegalXML Member Section Technical Committees. A portion of membership revenues will constitute this fund. The amount of this portion will be 40% of the dues from members who indicate intent to participate significantly in LegalXML Member Section activities and work. The amount of this portion can be adjusted as part of the annual fiscal budgeting process. OASIS Management will work with the LegalXML Member Section Steering Committee in evaluating and setting the portion to be placed into this discretionary fund during the annual fiscal budgeting process. In the event that a consensus of OASIS Management and the LegalXML Member Section Steering Committee cannot be achieved on an adjustment to the percentage of the membership dues that constitute this portion to be placed in the discretionary fund, this percentage will be set or remain at 40%. Adjustments to this percentage can be made at any time with full agreement of OASIS Management and the LegalXML Member Section Steering Committee.

c.       The LegalXML Member Section Steering Committee chair will serve as the point of contact with OASIS Management and manage reporting and communication on behalf of the member section and will submit funding and payment requests to OASIS Management for approval and execution.

d.      The LegalXML Member Section Steering Committee will provide business reports, communications, and budget and activity forecasts as required by OASIS management as part of the normal course of business.

e.       The LegalXML Member Section Steering Committee will prepare a budget as part of the annual OASIS fiscal planning process and track expenses against this budget, as well as work with OASIS management to establish and track necessary discretionary funding to support these activities. OASIS Management has final decision-making authority on establishing budgets for the OASIS organization, subject to approval of the OASIS Board of Directors.

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