[Eg-oversight-board] Evergreen Project By-Laws

[Timothy Spindler]

Oy vey, here they all are

   1. Do the board members have to be 1 year?  We currently have 3 year
   staggered terms.

   Yes, we can do staggered 3 year terms.  Let me know what the current
   terms are for each director and I can make the change.

   2. Section 3.3 - is it essentially saying that the Board will elect the
   Board members?   We found the language a little confusing.

   It is correct that the Board elects itself.  If the corporation doesn’t
   have “members”, which Evergreen did not want, then the board elects itself
   as a nonprofit has no shareholders.  It does seem unusual, but the
   self-perpetuating board is how many nonprofits function.  MOBIUS is
   different as it has members.

   3. Section 3.3 has "Directors participating maysimu ltaneously hear each
   other during the meeting."  Does this mean it has to be auditory (eg.
   Phone, Web Conferencing, or in person) or can we use IRC?  Would all votes
   be invalid in IRC?

   This is what we discussed in our conference call.  For the one, official
   meeting that the board has each year, everyone has to be “present” and able
   to hear each other at the same time.  This is a statutory requirement in
   Missouri (and most states).  This meeting could be accomplished at the
   annual convention with anyone unable to attend in person calling in.  For
   that official meeting, it cannot be done via chat room.  Other, unofficial
   meetings can be held via the chat room.  However, any “votes” should be
   memorialized in a separate, written resolution signed by the board of
   directors.

   4. Our current rules of governance has a purpose and responsibility
   section, can we include something like this in Article I?

We can add these provisions into the bylaws.  Please send over what
Evergreen would like incorporated.


<http://www.cwmars.org>

Tim Spindler | Executive Director | CW MARS

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

http://www.cwmars.org



On Sat, Apr 7, 2018 at 12:55 PM, Timothy Spindler <tspindler at cwmars.org>
wrote:

> I hit send too soon
>
>
>    1. Do the board members have to be 1 year?  We currently have 3 year
>    staggered terms.
>
>    Yes, we can do staggered 3 year terms.  Let me know what the current
>    terms are for each director and I can make the change.
>
>    2. Section 3.3 - is it essentially saying that the Board will elect
>    the Board members?   We found the language a little confusing.
>
>    It is correct that the Board elects itself.  If the corporation
>    doesn’t have “members”, which Evergreen did not want, then the board elects
>    itself as a nonprofit has no shareholders.  It does seem unusual, but the
>    self-perpetuating board is how many nonprofits function.  MOBIUS is
>    different as it has members.
>
>    3. Section 3.3 has "Directors participating maysimu ltaneously hear
>    each other during the meeting."  Does this mean it has to be auditory (eg.
>    Phone, Web Conferencing, or in person) or can we use IRC?  Would all votes
>    be invalid in IRC?
>
>    This is what we discussed in our conference call.  For the one,
>    official meeting that the board has each year, everyone has to be “present”
>    and able to hear each other at the same time.  This is a statutory
>    requirement in Missouri (and most states).  This meeting could be
>    accomplished at the annual convention with anyone unable to attend in
>    person calling in.  For that official meeting, it cannot be done via chat
>    room.  Other, unofficial meetings can be held via the chat room.  However,
>    any “votes” should be memorialized in a separate, written resolution signed
>    by the board of directors.
>
>    4. Our current rules of governance has a purpose and responsibility
>    section, can we include something like this in Article I?
>
>
>
>
> <http://www.cwmars.org>
>
> Tim Spindler | Executive Director | CW MARS
>
> tspindler at cwmars.org | 508-755-3323 x120
>
> http://www.cwmars.org
>
>
>
> On Sat, Apr 7, 2018 at 12:52 PM, Timothy Spindler <tspindler at cwmars.org>
> wrote:
>
>> I asked Donn the following questions based on the feedback so far.  Here
>> are the responses.
>>
>>
>>    1. Do the board members have to be 1 year?  We currently have 3 year
>>    staggered terms.
>>
>>    Yes, we can do staggered 3 year terms.  Let me know what the current
>>    terms are for each director and I can make the change.
>>
>>    2. Section 3.3 - is it essentially saying that the Board will elect
>>    the Board members?   We found the language a little confusing.
>>    3. Section 3.3 has "Directors participating maysimu ltaneously hear
>>    each other during the meeting."  Does this mean it has to be auditory (eg.
>>    Phone, Web Conferencing, or in person) or can we use IRC?  Would all votes
>>    be invalid in IRC?
>>    4. Our current rules of governance has a purpose and responsibility
>>    section, can we include something like this in Article I?
>>
>>
>>
>> <http://www.cwmars.org>
>>
>> Tim Spindler | Executive Director | CW MARS
>>
>> tspindler at cwmars.org | 508-755-3323 x120
>>
>> http://www.cwmars.org
>>
>>
>>
>
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