[Eg-oversight-board] Evergreen Project By-Laws
Timothy Spindler
tspindler at cwmars.org
Wed Apr 11 08:27:48 EDT 2018
The draft by-laws are here.
DRAFT Bylaws (The Evergreen Project) v.2 (no me...
<https://drive.google.com/a/cwmars.org/file/d/0BwdUgxEmWFdEN1BVZEV5ZHJLWVpSTEhTWWlqbno1ekhYWlZV/view?usp=drive_web>
<http://www.cwmars.org>
Tim Spindler | Executive Director | CW MARS
tspindler at cwmars.org | 508-755-3323 x120
http://www.cwmars.org
On Wed, Apr 11, 2018 at 8:25 AM, Timothy Spindler <tspindler at cwmars.org>
wrote:
> I have started a document with proposed changes to the by laws. Please
> look at the following link and send along any comments.
>
> https://docs.google.com/document/d/1txM0_6gGh65d9qFdWUFuSti8PZbK07B5KIy
> k_yuIg5s/edit?usp=sharing
>
>
> <http://www.cwmars.org>
>
> Tim Spindler | Executive Director | CW MARS
>
> tspindler at cwmars.org | 508-755-3323 x120
>
> http://www.cwmars.org
>
>
>
> On Tue, Apr 10, 2018 at 10:43 AM, Terran McCanna <
> tmccanna at georgialibraries.org> wrote:
>
>> Agreed.
>>
>> Terran McCanna
>> PINES Program Manager
>> Georgia Public Library Service
>> 1800 Century Place, Suite 150
>> <https://maps.google.com/?q=1800+Century+Place,+Suite+150++Atlanta,+GA+30345&entry=gmail&source=g>
>> Atlanta, GA 30345
>> <https://maps.google.com/?q=1800+Century+Place,+Suite+150++Atlanta,+GA+30345&entry=gmail&source=g>
>> 404-235-7138
>> tmccanna at georgialibraries.org
>>
>>
>> On Mon, Apr 9, 2018 at 8:57 AM, scott.thomas at sparkpa.org <
>> scott.thomas at sparkpa.org> wrote:
>>
>>> If, indeed, we MUST be self-perpetuating (which actually is not apparent
>>> from the attorney’s comments) and follow Ruth’s suggestion, I think we
>>> should write the election into the By-Laws; e.g.; “The Board will solicit
>>> candidates by polling the Evergreen community.” While I have had many good
>>> experience with self-perpetuating boards, we always need to guard against
>>> insularity.
>>>
>>>
>>>
>>> Scott
>>>
>>>
>>>
>>> *From:* eg-oversight-board [mailto:eg-oversight-board-bou
>>> nces at list.evergreen-ils.org] *On Behalf Of *Timothy Spindler
>>> *Sent:* Saturday, April 7, 2018 2:48 PM
>>> *To:* Ruth Frasur <director at hagerstownlibrary.org>
>>> *Cc:* Oversight Board <eg-oversight-board at list.evergreen-ils.org>
>>> *Subject:* Re: [Eg-oversight-board] Evergreen Project By-Laws
>>>
>>>
>>>
>>> I think that may be possible
>>>
>>>
>>>
>>> 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>*
>>>
>>> --
>>>
>>>
>>>
>>> <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
>>>
>>>
>>
>
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