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

Mon Apr 2 11:27:04 EDT 2018

The Monday deadline was mine not the lawyers or MOBIUS so it is simple to
change.  I'm fine giving it until the 16th.

<http://www.cwmars.org>

Tim Spindler | Executive Director | CW MARS

tspindler at cwmars.org | 508-755-3323 x120

http://www.cwmars.org

On Mon, Apr 2, 2018 at 11:21 AM, Ruth Frasur <director at hagerstownlibrary.org
> wrote:

> 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
>>>>> <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>)
>>>>> 721-5525 (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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>>>> ersight-board
>>>>
>>>>
>>>
>>
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>>
>>
>
>
> --
> Ruth Frasur
> Director of the Historic(ally Awesome) Hagerstown - Jefferson Township
> Library
> 10 W. College Street
> <https://maps.google.com/?q=10+W.+College+Street&entry=gmail&source=g> in
> Hagerstown, Indiana (47346)
> p (765) 489-5632; f (765) 489-5808
>
> *Our Kickin' Website <http://hagerstownlibrary.org>,  Our Rockin' Facebook
> Page <http://facebook.com/hjtplibrary>,  and The Nettle Creek Players
> <http://nettlecreekplayers.com>*
>
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