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