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

Mon Apr 2 11:21:45 EDT 2018

Could we extend the review until Monday, April 16?

On Mon, Apr 2, 2018 at 11:20 AM, Timothy Spindler <tspindler at cwmars.org>
wrote:

> Mike,
>
> I have no problem extending the review week.  The only issue that could
> come up would be that my name is on some documents as board chair to sign.
> After the conference, I will no longer be chair.
>
>
> <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 11:15 AM, Mike Rylander <mrylander at gmail.com>
> wrote:
>
>> 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
>>>> <https://maps.google.com/?q=150%0D%0A++++++++++++North+Meramec+Avenue+%0D%0A+++++++++Suite%0D%0A++++++++++++400+%0D%0A+++++++++St.%0D%0A++++++++++++Louis+Missouri+63105+%0D%0A+++++++++(314&entry=gmail&source=g>)
>>>> 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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Library
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