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

Timothy Spindler tspindler at cwmars.org
Mon Apr 9 09:01:50 EDT 2018


I think the other option might be to make it a membership organization and
make the bar really low using our current requirements for voting. Maybe,
organizations can join if:

--Contribute code directly
--Hire developers to contribute code
--Staff have reported and/or tested bugs
--Staff have contributed documentation
--Staff have served on a recognized committee/group (other than the
Executive Committee)

In this situation, any member could have staff who vote.


<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 9, 2018 at 8:57 AM, scott.thomas at sparkpa.org <
scott.thomas at sparkpa.org> wrote:

> 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> 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>
> 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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> 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>*
>
> --
>
>
>
> <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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