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

Timothy Spindler tspindler at cwmars.org
Mon Apr 9 10:25:26 EDT 2018


Thanks Mike, I think either approach can work.  I guess I would like
feedback from the board about which they would prefer.

1 -  A non-member organization where the board certifies a poll where the
broader community selects the board.  I am assuming we would  possibly
define in the bylaws some polling process to prevent a board from ignoring
the opinion of the community.

2 -  A member organization where membership is defined by current voting
registrations practices


<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 9:39 AM, Mike Rylander <mrylander at gmail.com> wrote:

> 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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>>> eg-oversight-board at list.evergreen-ils.org
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>>> 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>*
>>
>> _______________________________________________
>> eg-oversight-board mailing list
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>>
>>
>
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