[Eg-oversight-board] Evergreen Project By-Laws
Andrea Buntz Neiman
abneiman at equinoxinitiative.org
Mon Apr 9 09:11:38 EDT 2018
A note from the peanut gallery re vote qualification -- my understanding is
that in addition to the things that Tim listed, one is also (currently)
qualified to vote by simply being an employee of an institution running
Evergreen, regardless of any other contribution. This may be a fine
distinction, but I would be wary of excluding smaller organizations from
the vote pool if this were lost.
ABN
On Mon, Apr 9, 2018 at 9:06 AM, Gagnon, Ron <gagnon at noblenet.org> wrote:
> I think Tim's suggestion is the way to go -- much as we do now to qualify
> to vote. I have concerns about the self-perpetuating concept.
> Ron
>
> On Mon, Apr 9, 2018 at 9:01 AM, Timothy Spindler <tspindler at cwmars.org>
> wrote:
>
>> 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-bou
>>> nces 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
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>>
>>> _______________________________________________
>>> eg-oversight-board mailing list
>>> eg-oversight-board at list.evergreen-ils.org
>>> http://list.evergreen-ils.org/cgi-bin/mailman/listinfo/eg-ov
>>> ersight-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
>>>
>>>
>>>
>>>
>>>
>>
>>
>> _______________________________________________
>> eg-oversight-board mailing list
>> eg-oversight-board at list.evergreen-ils.org
>> http://list.evergreen-ils.org/cgi-bin/mailman/listinfo/eg-oversight-board
>>
>>
>
>
> --
> Ronald A. Gagnon
> Executive Director
> North Of Boston Library Exchange (NOBLE)
> Danvers, Massachusetts 01923
> 978-777-8844
> www.noblenet.org
>
> _______________________________________________
> eg-oversight-board mailing list
> eg-oversight-board at list.evergreen-ils.org
> http://list.evergreen-ils.org/cgi-bin/mailman/listinfo/eg-oversight-board
>
>
--
Andrea Buntz Neiman
Project Manager for Software Development
Equinox Open Library Initiative
abneiman at equinoxinitiative.org
1-877-OPEN-ILS (673-6457)
*www.equinoxinitiative.org <http://www.equinoxinitiative.org>*
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://list.evergreen-ils.org/pipermail/eg-oversight-board/attachments/20180409/adf72212/attachment-0001.html>
More information about the eg-oversight-board
mailing list