[Eg-oversight-board] Evergreen Project By-Laws
Ruth Frasur
director at hagerstownlibrary.org
Sat Apr 7 12:59:58 EDT 2018
Regarding the election, could it be such that we continue holding the
elections as is, and then do an "official" vote whereby the sitting board
elects the new members based on the vote of the community?
On Sat, Apr 7, 2018 at 12:56 PM, Timothy Spindler <tspindler at cwmars.org>
wrote:
> 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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>
--
Ruth Frasur
Director of the Historic(ally Awesome) Hagerstown - Jefferson Township
Library
10 W. College Street 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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