[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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