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

Tue Apr 3 07:56:13 EDT 2018

As comments come in I will compile some of the questions for Donna.

<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 4:09 PM, Terran McCanna <
tmccanna at georgialibraries.org> wrote:

> In Section 6.3, it does say that the bylaws may be amended upon approval
> by 2/3 of the board, so we should be able to adjust the term in section 3.4
> to be 3 years without any issues.
>
> I'm a little confused on section 3.3 - is it essentially saying that the
> Board will elect the Board members? I assume that we'll still proceed with
> elections the way we normally do and then the board will formalize the
> results with a vote?
>
> Section 3.10 - we still need clarification on whether or not we can modify
> this so that we don't necessarily need to "hear" each other during meetings.
>
> Section 5.1 - we don't currently have an official Treasurer, although
> Galen has been acting as such. Should we officially elect one?
>
>
>
> Terran McCanna
> PINES Program Manager
> Georgia Public Library Service
> 1800 Century Place, Suite 150
> <https://maps.google.com/?q=1800+Century+Place,+Suite+150++Atlanta,+GA+30345&entry=gmail&source=g>
> Atlanta, GA 30345
> <https://maps.google.com/?q=1800+Century+Place,+Suite+150++Atlanta,+GA+30345&entry=gmail&source=g>
> 404-235-7138 <(404)%20235-7138>
> tmccanna at georgialibraries.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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>> eg-oversight-board at list.evergreen-ils.org
>> http://list.evergreen-ils.org/cgi-bin/mailman/listinfo/eg-oversight-board
>>
>>
>
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