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

[Donna Bacon]

Mike,

A response from our attorneys to address your question as well as 
Scott's earlier one.  The attorney is also reminding you that as 
previously discussed, Missouri law requires that Board members be able 
to HEAR each other at meetings, so you are not able to use IRC for 
official meetings.  This was discussed during a phone conversation the 
EOB had with our attorneys few months ago.  From Jennifer, one of our 
attorneys:

To address all of their comments at once, yes, our comments on May 30th 
relate to section 3:15 of the bylaws; the written consent provided for 
under 3:15 of the Bylaws as currently drafted complies with Missouri 
law.  Actions can be approved by the Board outside of a meeting, 
including through discussions via email.  Those actions, though, must be 
memorialized in a written document, typically a consent or resolution, 
that is then signed by all of the directors and placed in the corporate 
book.  The emails themselves discussing the action do not satisfy the 
written consent requirement for taking action outside of a meeting.

  The written consent for actions taken outside of a meeting must be 
signed by all directors because _all_ directors must waive the 
requirement for notice and holding a meeting.  If there isn’t unanimous 
consent, then the action must be presented at and voted on in a meeting.

*As we have previously discussed with Evergreen, the IRC does not 
satisfy the meeting requirements under Missouri law. * Similar to email, 
anything agreed to in IRC needs to be documented in a consent signed by 
all directors.  Evergreen must hold one annual meeting a year, though, 
as we have discussed, that can be at the conference.  Evergreen can hold 
additional meetings, either in person, via teleconference, or via skype 
or other online voice/video systems (or any combination thereof), so 
long as a quorum is present at the same time and can hear each other.  
Actions taken at such meetings become effective when the actions are 
approved.  The written record at the meetings consists of the meeting 
minutes (which are approved at the following meeting and then signed by 
the Secretary ) and the text of any resolutions, if any are presented to 
the board for a vote at the meeting (which are then typically signed by 
the Chairman and Secretary).  There is no separate, follow-up consent 
signed by all directors required after the meeting.


On 6/1/2018 9:58 AM, Mike Rylander wrote:
> Hi Donna,
>
> I have a question for the lawyers that came to mind after responding
> to Scott's question about written consent.  Is it an MO legal
> requirement that all directors sign the consent document, or may the
> bylaws provide for a majority written consent instead of unanimous?
>
> Thanks!
>
> --
> | Mike Rylander
> | President
> | Equinox Open Library Initiative
> | phone:  1-877-OPEN-ILS (673-6457)
> | email:  miker at EquinoxInitiative.org
> | web:    http://EquinoxInitiative.org

-- 
Donna Bacon
Executive Director
MOBIUS
111 E Broadway, Ste 220
Columbia, MO 65203
573.268.1845

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