[Eg-oversight-board] Evergreen corporate by-laws change requests

[scott.thomas at sparkpa.org]

Hi Mike,
   I appreciate the clarification. My feelings about IRC are well-known by now, but the use of IRC has no bearing on the language of the By-Laws themselves so we can defer that discussion to another venue.

Scott


-----Original Message-----
From: Mike Rylander [mailto:miker at equinoxinitiative.org] 
Sent: Friday, June 1, 2018 10:56 AM
To: scott.thomas at sparkpa.org
Cc: Me <mrylander at gmail.com>; Donna Bacon <donna at mobiusconsortium.org>; eg-oversight-board at list.evergreen-ils.org; evergreen <evergreen at sfconservancy.org>
Subject: Re: [Eg-oversight-board] Evergreen corporate by-laws change requests

Hi Scott,

Having read up a bit on MO statutes over the last couple days, my understanding of the way section 3:15 works for us is to allow the continued use of IRC for the board to discuss issues (under a strict reading of the statute's "able to hear" requirement, IRC is probably not going to count as a real meeting, either special or regular) and to vote on issues, as long as we follow up with a consent document to memorialize the decisions and hold that in the minute book for the organization.  The vote would become effective after the consent document is signed by all board members.  It means some extra electronic paperwork for the chair and secretary if any votes are held
-- budget approval, etc -- and just it tiny bit for the remainder of the board in order to sign and email back a copy of the consent action, but it's our way under MO law to maintain the community transparency that IRC provides.

If there is sensitive business to address as we provide for in our current "executive session" concept, we could do that via a Special Meeting under 3:11.  Votes taken at such a meeting via video or phone conference are effective immediately, as are votes taken at the annual and other regular meetings.  No written consent is required there.

Does that help?

--
| Mike Rylander
| President
| Equinox Open Library Initiative
| phone:  1-877-OPEN-ILS (673-6457)
| email:  miker at EquinoxInitiative.org
| web:    http://EquinoxInitiative.org