[Eg-oversight-board] Evergreen Project By-Laws
Terran McCanna
tmccanna at georgialibraries.org
Wed Apr 11 17:54:35 EDT 2018
I suggest rewording 3.4 to make it 3 year terms, staggered. And 5.2 change
to 3 year term as well.
Do we want to implement term limits? I'm on the fence.
I notice we currently have four people ending terms on 2019 and only two on
2020. I'm not sure how/why that happened, but should we use this time of
fluctuation as an opportunity to balance that out?
Terran McCanna
PINES Program Manager
Georgia Public Library Service
1800 Century Place, Suite 150
Atlanta, GA 30345
404-235-7138
tmccanna at georgialibraries.org
On Wed, Apr 11, 2018 at 8:27 AM, Timothy Spindler <tspindler at cwmars.org>
wrote:
> 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_6gGh65d9qFdWUFuSti8
>> PZbK07B5KIyk_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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