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

[scott.thomas at sparkpa.org]

Mike,
   I concur.

Scott

-----Original Message-----
From: eg-oversight-board [mailto:eg-oversight-board-bounces at list.evergreen-ils.org] On Behalf Of Mike Rylander
Sent: Thursday, June 7, 2018 4:00 PM
To: Donna Bacon <donna at mobiusconsortium.org>
Cc: eg-oversight-board at list.evergreen-ils.org
Subject: Re: [Eg-oversight-board] Evergreen corporate by-laws change requests

I'm sending this again, because the address of the board list was broken the first time...

Hi Donna, thank you for the ping.

Oversight Board, what say you? Have you had a chance to look at the draft, and if so, are you comfortable to proceed?  If you have any questions or concerns, please do reply here (or, if you are more comfortable doing so, to me privately)!

I'll start it of by saying that I believe, to the degree that MO law allows, it does for us what we want. I am in favor of proceeding with this draft.

Thanks, all!

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

> On Thu, Jun 7, 2018 at 3:38 PM Donna Bacon <donna at mobiusconsortium.org> wrote:
> >
> > Mike,
> >
> > Is the EOB ready for our attorneys to file the nonprofit paperwork?
> >
> > Donna
> >
> >
> > On 6/1/2018 12:33 PM, Mike Rylander wrote:
> > > Hi Donna,
> > >
> > > Thank you, and thanks to your lawyers, for the quick turnaround on this.
> > >
> > > As you saw in my reply to Scott, I fully understand the hearing 
> > > requirement and that IRC will not be recognized as an appropriate 
> > > official meeting space under MO law.  I also point out in that 
> > > response that section 3:15 is there to allow EOB to take action 
> > > outside any official meeting, such as through monthly discussion 
> > > in IRC, and that such action must then be memorialized in a 
> > > consent action by the board in order for  the agreed-upon action 
> > > to become effective.
> > >
> > > My only question was regarding the unanimous requirement of the 
> > > consent action, which was answered thoroughly by, "[t]he 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."  
> > > The notice waiver requiring unanimous adoption was not obvious to 
> > > me as it is not mentioned as a reason for unanimity.
> > >
> > > Thank you again for gathering the response we needed, it's much appreciated.
> > >
> > > Regards,
> > >
> > > --
> > > | 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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