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

Mike Rylander mrylander at gmail.com
Mon Apr 9 09:39:09 EDT 2018


Not only is this possible, it's fairly regular. Think of the "official"
vote as a certification of the process by which the broader community
selects each board cohort.

Thanks,


--
Mike Rylander
 | President
 | Equinox Open Library Initiative
 | phone:  1-877-OPEN-ILS (673-6457)
 | email:  miker at equinoxinitiative.org
 | web:  http://equinoxinitiative.org

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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>>
>>
>
>
> --
> 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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