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

Mon Apr 9 08:57:29 EDT 2018

If, indeed, we MUST be self-perpetuating (which actually is not apparent from the attorney’s comments) and follow Ruth’s suggestion, I think we should write the election into the By-Laws; e.g.; “The Board will solicit candidates by polling the Evergreen community.”  While I have had many good experience with self-perpetuating boards, we always need to guard against insularity.

Scott

From: eg-oversight-board [mailto:eg-oversight-board-bounces at list.evergreen-ils.org] On Behalf Of Timothy Spindler
Sent: Saturday, April 7, 2018 2:48 PM
To: Ruth Frasur <director at hagerstownlibrary.org>
Cc: Oversight Board <eg-oversight-board at list.evergreen-ils.org>
Subject: Re: [Eg-oversight-board] Evergreen Project By-Laws

I think that may be possible

On Sat, Apr 7, 2018 at 12:59 PM Ruth Frasur <director at hagerstownlibrary.org<mailto:director at hagerstownlibrary.org>> wrote:
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<mailto: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.

[https://lh5.googleusercontent.com/C1fNrKOLEXFs-jfAIXQIMqbKqVBCJrBceOenfgotAcJE6XtZ2ZeeTYFkyfir63-HfzjX6q5zhBQWiO5RZk2tYnWzJ1_rjAADAH4nCmiuhNJuoG8HZLq7MBW-pAU4R9ScKcCybdVO]<http://www.cwmars.org>

Tim Spindler | Executive Director | CW MARS

tspindler at cwmars.org<mailto:tspindler at cwmars.org> | 508-755-3323 x120

http://www.cwmars.org<http://www.cwmars.org/>

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

[https://lh5.googleusercontent.com/C1fNrKOLEXFs-jfAIXQIMqbKqVBCJrBceOenfgotAcJE6XtZ2ZeeTYFkyfir63-HfzjX6q5zhBQWiO5RZk2tYnWzJ1_rjAADAH4nCmiuhNJuoG8HZLq7MBW-pAU4R9ScKcCybdVO]<http://www.cwmars.org>

Tim Spindler | Executive Director | CW MARS

tspindler at cwmars.org<mailto:tspindler at cwmars.org> | 508-755-3323 x120

http://www.cwmars.org<http://www.cwmars.org/>

On Sat, Apr 7, 2018 at 12:52 PM, Timothy Spindler <tspindler at cwmars.org<mailto: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?

[https://lh5.googleusercontent.com/C1fNrKOLEXFs-jfAIXQIMqbKqVBCJrBceOenfgotAcJE6XtZ2ZeeTYFkyfir63-HfzjX6q5zhBQWiO5RZk2tYnWzJ1_rjAADAH4nCmiuhNJuoG8HZLq7MBW-pAU4R9ScKcCybdVO]<http://www.cwmars.org>

Tim Spindler | Executive Director | CW MARS

tspindler at cwmars.org<mailto:tspindler at cwmars.org> | 508-755-3323 x120

http://www.cwmars.org<http://www.cwmars.org/>

_______________________________________________
eg-oversight-board mailing list
eg-oversight-board at list.evergreen-ils.org<mailto:eg-oversight-board at list.evergreen-ils.org>
http://list.evergreen-ils.org/cgi-bin/mailman/listinfo/eg-oversight-board

--
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>
--

[https://lh5.googleusercontent.com/C1fNrKOLEXFs-jfAIXQIMqbKqVBCJrBceOenfgotAcJE6XtZ2ZeeTYFkyfir63-HfzjX6q5zhBQWiO5RZk2tYnWzJ1_rjAADAH4nCmiuhNJuoG8HZLq7MBW-pAU4R9ScKcCybdVO]<http://www.cwmars.org>

Tim Spindler | Executive Director | CW MARS

tspindler at cwmars.org<mailto:tspindler at cwmars.org> | 508-755-3323 x120

http://www.cwmars.org<http://www.cwmars.org/>

-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://list.evergreen-ils.org/pipermail/eg-oversight-board/attachments/20180409/8e71642b/attachment-0001.html>