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

Garry Collum Garry.Collum at kentonlibrary.org
Mon Apr 9 13:14:55 EDT 2018 

Hi Tim,


I agree.  It seems like membership would bring in more overhead than necessary.  I opt for #1, as well.

________________________________
From: eg-oversight-board <eg-oversight-board-bounces at list.evergreen-ils.org> on behalf of scott.thomas at sparkpa.org <scott.thomas at sparkpa.org>
Sent: Monday, April 9, 2018 1:07:38 PM
To: Timothy Spindler; Mike Rylander
Cc: Oversight Board
Subject: Re: [Eg-oversight-board] Evergreen Project By-Laws


Hi Tim,

   I would opt for #1. The goal here is to ensure community participation in board selection. Changing the entire organization to membership seems, to me, overkill in service to what is ultimately a modest, but very important goal.



Scott



From: eg-oversight-board [mailto:eg-oversight-board-bounces at list.evergreen-ils.org] On Behalf Of Timothy Spindler
Sent: Monday, April 9, 2018 10:25 AM
To: Mike Rylander <mrylander at gmail.com>
Cc: Oversight Board <eg-oversight-board at list.evergreen-ils.org>
Subject: Re: [Eg-oversight-board] Evergreen Project By-Laws



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




[https://lh5.googleusercontent.com/C1fNrKOLEXFs-jfAIXQIMqbKqVBCJrBceOenfgotAcJE6XtZ2ZeeTYFkyfir63-HfzjX6q5zhBQWiO5RZk2tYnWzJ1_rjAADAH4nCmiuhNJuoG8HZLq7MBW-pAU4R9ScKcCybdVO]<http://www.cwmars.org>


Tim Spindler | Executive Director | CW MARS

tspindler at cwmars.org<mailto:tspindler at cwmars.org> | 508-755-3323 x120

http://www.cwmars.org<http://www.cwmars.org/>








On Mon, Apr 9, 2018 at 9:39 AM, Mike Rylander <mrylander at gmail.com<mailto: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<mailto:miker at equinoxinitiative.org>
 | web:  http://equinoxinitiative.org



On Sat, Apr 7, 2018 at 12:59 PM, Ruth Frasur <director at hagerstownlibrary.org<mailto: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<mailto: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.




[https://lh5.googleusercontent.com/C1fNrKOLEXFs-jfAIXQIMqbKqVBCJrBceOenfgotAcJE6XtZ2ZeeTYFkyfir63-HfzjX6q5zhBQWiO5RZk2tYnWzJ1_rjAADAH4nCmiuhNJuoG8HZLq7MBW-pAU4R9ScKcCybdVO]<http://www.cwmars.org>


Tim Spindler | Executive Director | CW MARS

tspindler at cwmars.org<mailto:tspindler at cwmars.org> | 508-755-3323 x120

http://www.cwmars.org<http://www.cwmars.org/>








On Sat, Apr 7, 2018 at 12:55 PM, Timothy Spindler <tspindler at cwmars.org<mailto: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?






[https://lh5.googleusercontent.com/C1fNrKOLEXFs-jfAIXQIMqbKqVBCJrBceOenfgotAcJE6XtZ2ZeeTYFkyfir63-HfzjX6q5zhBQWiO5RZk2tYnWzJ1_rjAADAH4nCmiuhNJuoG8HZLq7MBW-pAU4R9ScKcCybdVO]<http://www.cwmars.org>


Tim Spindler | Executive Director | CW MARS

tspindler at cwmars.org<mailto:tspindler at cwmars.org> | 508-755-3323 x120

http://www.cwmars.org<http://www.cwmars.org/>








On Sat, Apr 7, 2018 at 12:52 PM, Timothy Spindler <tspindler at cwmars.org<mailto: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?




[https://lh5.googleusercontent.com/C1fNrKOLEXFs-jfAIXQIMqbKqVBCJrBceOenfgotAcJE6XtZ2ZeeTYFkyfir63-HfzjX6q5zhBQWiO5RZk2tYnWzJ1_rjAADAH4nCmiuhNJuoG8HZLq7MBW-pAU4R9ScKcCybdVO]<http://www.cwmars.org>


Tim Spindler | Executive Director | CW MARS

tspindler at cwmars.org<mailto:tspindler at cwmars.org> | 508-755-3323 x120

http://www.cwmars.org<http://www.cwmars.org/>












_______________________________________________
eg-oversight-board mailing list
eg-oversight-board at list.evergreen-ils.org<mailto:eg-oversight-board at list.evergreen-ils.org>
http://list.evergreen-ils.org/cgi-bin/mailman/listinfo/eg-oversight-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<mailto:eg-oversight-board at list.evergreen-ils.org>
http://list.evergreen-ils.org/cgi-bin/mailman/listinfo/eg-oversight-board




-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://list.evergreen-ils.org/pipermail/eg-oversight-board/attachments/20180409/b80eb7e3/attachment-0001.html>

More information about the eg-oversight-board mailing list