On Wed, 31 Mar 2004 20:20:23 -0800, John Burke <[log in to unmask]>
wrote:
>>
>> Official OpenMPE Directors Response to the Article of March
>> 22, 2004 in
>> ComputerWorld
>GREAT RESPONSE!!!
>
>Very professional but also firm. Congratulations to Board.
>
>Two things need clarification.
>
>1. At the end of the "Response ...", it says, "We have been waiting for HP
>to announce its roadmap plan since the end of January, and then February,
>but so far nothing has been forthcoming." In Mike Paivenen's email of 3/26,
>he says, "We did provide a communication timeline to the OpenMPE Board at
>the end of January, as promised." In his email of 2/10, Mike also said,
>"Last Friday, vCSY met with the OpenMPE Board of Directors to provide them
>an update on a couple of the important items on the e3000 end-of-life
>roadmap."
>
>So Mike says HP provided what it promised, but the Board says it did not.
Or
>are we caught in a definition of "what is is"?
This seeming contradiction is really not one. The response we published
was accurate in that HP had promised to publicly announce a roadmap, so far
they have not. Up to this point the board has been operating under a
verbally agreed to CDA (Confidential Disclosure Agreement). The board
decided to temporarily respect that the same as if a CDA was formally
signed. We are doing that. Therefore, whatever we know is not something
we can reveal publicly. Since the information was given to us as
confidential and is HP's information it is up to HP to publish it, which
they said they would do -- so the ball has been in their court. They are
late in upholding their promises to us and all members.
>2. Earlier in the "Response ...", it says, "HP has told us they want to
>share their roadmap and strategy with OpenMPE and has required the Board of
>Directors of OpenMPE to agree to a confidentiality agreement to do this."
>
>If this means the Board has already agreed to an NDA, this is a huge
>mistake. Five ninths of the Board is being elected in the current election.
>At the eleventh hour the Board agrees to an NDA that binds future Board
>members? Not good. If elected to the Board, my first action will be a
>resolution to rescind the NDA pending renegotiation. Two things are
>required: a termination date and a quid-pro-quo. I would also point out
>that the bylaws are not at all clear on when the terms of Board members
>expire so it could be argued that any actions taken in March are illegal.
>It is best to have the new Board deal with this issue as its first order
>of business.
The board has formally passed a resolution to accept HP's CDA. This was
done on March 4. Unless reversed by a subsequent board action, all board
members are obligated to sign a CDA and submit it to HP.
In spite of a pending election process, the members of the board remain as
full voting members of the board until they are officially replaced by
election results or they formally resign. The board is responsible for the
corporation. New board members are seated after the election has been
certified. This is necessary in order to allow the corporation to continue
to function and provides for a smooth transition to the next board.
Questions of interpretations of the bylaws are resolved by board action,
wherever ambiguous. We hope there are few such cases.
As to the CDA, we have informed HP that they should not expect any signed
copies of the agreement until after the election process is over and the
new board members are seated. If elected, you will be free to propose
whatever motions you feel appropriate. The board will vote on the motions
and all members of the board will be expected to abide by the results of
board votes.
The new board may well want to meet with HP again in the very near future
to discuss their tardy publication schedule and to get more clarification
regarding Dave Wilde's public comments. Following this the CDA question
could be re-visited again or not, depending on the sense of the board.
I hope this clarifies things for you and other members of OpenMPE.
John Wolff
Vice Chair of OpenMPE
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