[Eg-oversight-board] The Evergreen Project Draft Corporate Documents

[Mike Rylander]

Tim,

I believe there are Federal requirements relating to the length of each
board term or the regularity of election -- this sounds like something to
have the MOBIUS attorney clarify for us, though.

Related, perhaps the attorney didn't know about our current governance
structure or realize that we would prefer to work within a similar
framework going forward, but the bylaws drafted here do not cleave to our
governance document very closely.  I'm making notes to share, but in
addition to the one-year term you noticed, there is a eight consecutive
term limit, but ours is (effectively) three, since you have to skip at
least one year to be elected to another three year term under current
rules.  All in all, the bylaws really seem to be very "stock".

Regarding timeline, in my opinion, getting these documents right will be
one of the most important tasks the board undertakes and will mean the
difference, in many respects, between smooth sailing or headaches down the
road, so I request that we extend the review period for at least one more
week.  I feel that one week is not really enough time to properly consider
the content, request clarification from the attorney, or draft any
changes.  For me personally, it will actually be less than three days as I
will be unavailable from Wednesday evening through Sunday.

Thanks,


--
Mike Rylander
 | President
 | Equinox Open Library Initiative
 | phone:  1-877-OPEN-ILS (673-6457)
 | email:  miker at equinoxinitiative.org
 | web:  http://equinoxinitiative.org

On Mon, Apr 2, 2018 at 10:33 AM, Timothy Spindler <tspindler at cwmars.org>
wrote:

> After reading through the documents and I mostly focused on the by-laws
> there is one significant difference that stood out for me.  The board is
> elected to one year terms (instead of 3) and it is unclear to me if we can
> continue with the the existing practice although it does say that the board
> identifies the process.
>
>
> <http://www.cwmars.org>
>
> Tim Spindler | Executive Director | CW MARS
>
> tspindler at cwmars.org | 508-755-3323 x120 <(508)%20755-3323>
>
> http://www.cwmars.org
>
>
>
> On Mon, Apr 2, 2018 at 8:04 AM, Timothy Spindler <tspindler at cwmars.org>
> wrote:
>
>> Here are the draft documents for Evergreen incorporation.  Please review
>> these and send any comments by next Monday, April 9.
>>
>> <http://www.cwmars.org>
>>
>> Tim Spindler | Executive Director | CW MARS
>>
>> tspindler at cwmars.org | 508-755-3323 x120 <(508)%20755-3323>
>>
>> http://www.cwmars.org
>>
>>
>>
>> ---------- Forwarded message ----------
>> From: Donna Bacon <donna at mobiusconsortium.org>
>> Date: Fri, Mar 30, 2018 at 4:50 PM
>> Subject: Fwd: The Evergreen Project Draft Corporate Documents
>> To: Timothy Spindler <tspindler at cwmars.org>
>>
>>
>> Tim,
>>
>> Here are the first set of documents for creating the nonprofit.  I think
>> we have an outcome neither of us thought about by not being a membership
>> organization.  You don't have a membership to vote for Board members!
>>
>> Please see the email below.  Have the Board review the documents and let
>> me know if you have any questions or changes.
>>
>> Donna
>>
>>
>> -------- Forwarded Message --------
>> Subject: The Evergreen Project Draft Corporate Documents
>> Date: Thu, 29 Mar 2018 19:13:18 +0000
>> From: Jennifer Beasley <jbeasley at jenkinskling.com>
>> <jbeasley at jenkinskling.com>
>> To: Donna Bacon (donna at mobiusconsortium.org) <donna at mobiusconsortium.org>
>> <donna at mobiusconsortium.org>
>> CC: Dale Hermeling <dhermeling at jenkinskling.com>
>> <dhermeling at jenkinskling.com>
>>
>> Donna:
>>
>>
>>
>> Attached please find drafts of the initial corporate documents for The
>> Evergreen Project:
>>
>>
>>
>> (1)    Articles of incorporation;
>>
>> (2)    Bylaws;
>>
>> (3)    Initial consent of incorporator;
>>
>> (4)    Initial consent of directors;
>>
>> (5)    Acceptance of directors and officers;
>>
>> (6)    EIN application; and
>>
>> (7)    Authorization to file the EIN.
>>
>>
>>
>> Note, pursuant to The Evergreen Project’s request, the nonprofit
>> corporation has no members.  This means that the board (consisting of the
>> individual directors) will elect the board members for the following year.
>> The Evergreen Project will be controlled by the individuals elected to the
>> Board and the organizations that each board member are a part of will not
>> have rights to vote as an organization for The Evergreen Project corporate
>> matters.
>>
>>
>>
>> Please let us know if you have any questions and, if the attached are
>> acceptable to you, forward to The Evergreen Project for its review and
>> approval.  They should *not* sign any of the documents at this time.
>>
>>
>>
>> Thank you,
>>
>>
>>
>> Jennifer
>>
>>
>>
>> Jennifer E. Beasley
>>
>> Jenkins & Kling, P.C.
>>
>> 150 North Meramec Avenue
>>
>> Suite 400
>>
>> St. Louis Missouri 63105
>>
>> (314) 721-2525
>>
>> (314) 721-5525 (Fax)
>>
>> www.jenkinskling.com
>>
>> [image: cid:image001.jpg at 01CB3967.024F3070]
>>
>>
>>
>> This email contains confidential information protected by the attorney
>> client and other privileges and is intended for the addressee only. If you
>> are not the addressee of this email or you have otherwise received this
>> email in error, please call JENKINS & KLING at the number shown above, and
>> destroy this email, retaining no copies.
>>
>>
>>
>>
>
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>
>
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