[Eg-oversight-board] Fwd: new evergreen bylawys ( was Re: Mobius transition and press)

Fri May 4 10:21:55 EDT 2018

+1 from me, too!

Jessica

On Thu, May 3, 2018 at 10:05 AM, Holly Brennan <haderhold at ci.homer.ak.us>
wrote:

> +1 from me!
>
> -Holly
> ------------------------------
> *From:* eg-oversight-board [eg-oversight-board-bounces@
> list.evergreen-ils.org] on behalf of Terran McCanna [
> tmccanna at georgialibraries.org]
> *Sent:* Thursday, May 3, 2018 5:34 AM
> *To:* thomas, scott
>
> *Cc:* eg-oversight-board
> *Subject:* Re: [Eg-oversight-board] Fwd: new evergreen bylawys ( was Re:
> Mobius transition and press)
>
> +1
>
> 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 Thu, May 3, 2018, 7:33 AM scott.thomas at sparkpa.org <
> scott.thomas at sparkpa.org> wrote:
>
>> I approve of sending the changes outlined in Mike's email to the MOBIUS
>> attorneys.
>>
>>
>> Scott
>> ------------------------------
>> *From:* eg-oversight-board <eg-oversight-board-bounces@
>> list.evergreen-ils.org> on behalf of Terran McCanna <
>> tmccanna at georgialibraries.org>
>> *Sent:* Wednesday, May 2, 2018 10:02:27 PM
>> *To:* Garry Collum
>> *Cc:* eg-oversight-board
>> *Subject:* Re: [Eg-oversight-board] Fwd: new evergreen bylawys ( was Re:
>> Mobius transition and press)
>>
>> >> Concerning 5.1 Officers, I do agree that this is a question for MOBIUS
>> lawyers.  But I do  believe that the director and treasurer should be two
>> different people. <<
>>
>> I agree. Since we have a 9 person board, we certainly have enough people
>> for the Treasurer to not overlap with any other officer role, at least in
>> years where multiple people aren't leaving the board before their terms are
>> complete.
>>
>> 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, May 2, 2018 at 1:41 PM, Garry Collum <Garry.Collum at kentonlibrary.
>> org> wrote:
>>
>> +1 to Mike's and Terran's comments.
>>
>>
>> Concerning 5.1 Officers, I do agree that this is a question for MOBIUS
>> lawyers.  But I do  believe that the director and treasurer should be two
>> different people.
>> ------------------------------
>> *From:* eg-oversight-board <eg-oversight-board-bounces@
>> list.evergreen-ils.org> on behalf of Terran McCanna <
>> tmccanna at georgialibraries.org>
>> *Sent:* Wednesday, May 2, 2018 2:20:50 PM
>> *To:* Mike Rylander
>> *Cc:* eg-oversight-board
>> *Subject:* Re: [Eg-oversight-board] Fwd: new evergreen bylawys ( was Re:
>> Mobius transition and press)
>>
>> +1 to Mike's comments
>>
>> I thought the one-year term comment was in regards to director terms as
>> well, but I'm agreement that one year for officers is good.
>>
>> Terran McCanna
>> PINES Program Manager
>> Georgia Public Library Service
>> 1800 Century Place, Suite 150
>> <https://maps.google.com/?q=1800+Century+Place,+Suite+150++%0D%0AAtlanta,+GA+30345&entry=gmail&source=g>
>> Atlanta, GA 30345
>> 404-235-7138
>> tmccanna at georgialibraries.org
>>
>>
>> On Wed, May 2, 2018 at 10:24 AM, Mike Rylander <mrylander at gmail.com>
>> wrote:
>>
>> Hi all,
>>
>> Holly, regarding the officer terms, I believe she's referring to the
>> Chair, Vice Chair, etc rather than general Directors.  Assuming so, I'm in
>> favor of keeping those terms at one year.
>>
>> Some thoughts on her other notes:
>>
>> Section 3:15 Actions By Board Without A Meeting -- Suggested that email
>> be acceptable for voting
>>
>> I agree!  Is it permitted under Missouri law?
>>
>> Section 4:1  The Executive Committee. -- Exec committee would be very
>> strong
>>
>> I'm fine with the strength of the language, as there's no requirement to
>> create such a committee, and it would have to be by majority consent.
>>
>> Section 4:2 The Finance Committee. -- Suggested clarity
>>
>> How about board approval for 10% change in total budget, or un-budgeted
>> $5k expenditures?  I think that matches the current conference committee
>> guidelines, no?
>>
>> Section 4:5 Meetings of Committees.  -- Allow email for notice
>>
>> I agree!
>>
>> Section 5:1 Officers.
>>
>> I think this is simply a question for the MOBIUS lawyers.
>>
>> Section 6:2 Fiscal Year -- Let board set.
>>
>> Sure, doesn't seem like it could hurt.
>>
>> Section 6:9 Executive Director -- more employees?
>>
>> I agree.  "[...] or other employees as the Board deems necessary to
>> accomplish the mission of the corporation." Or similar?
>>
>> Section 6:11 Books and Records -- inspection requirement
>>
>> I agree with this, and it goes against both our tradition of open
>> finances and (in my opinion) the spirit of our mission.
>>
>> Section 6:12  Indemnification and Liability of Directors and Officers --
>> good faith determination
>>
>> I generally agree with what Karen is saying here.  For reference, here is
>> the relevant, equivalent section from the Equinox by-laws:
>>
>> (a) Authority to indemnify. Except as otherwise provided in this
>> Article, the Organization may indemnify an individual who is a party
>> to a proceeding (whether threatened, pending, or completed action,
>> suit, or proceeding, and whether civil, criminal, administrative,
>> arbitrative, or investigative, and whether formal or informal,
>> collectively referred to as an “Action”) because he or she is or was a
>> trustee against liability to pay a judgment, settlement, penalty, fine
>> (including the obligation to pay an excise tax assessed with respect to
>> an employee benefit plan), or reasonable expenses, including counsel
>> fees, incurred with respect to the Action if:
>>
>>   (i) Such individual conducted himself or herself in good
>> faith; and
>>   (ii) Such individual reasonably believed:
>>     (A) In the case of conduct in his or her official
>> capacity as trustee of the Organization, that
>> such conduct was in the best interests of the
>> Organization;
>>     (B) In all other cases, that such conduct was at least
>> not opposed to the best interests of the
>> Organization; and
>>     (C) In the case of any criminal Action, that the
>> individual had no reasonable cause to believe
>> such conduct was unlawful.
>>
>> A trustee’s conduct with respect to an employee benefit plan for a
>> purpose he or she believed in good faith to be in the interests of the
>> participants in and beneficiaries of the plan is conduct that satisfies
>> the requirement of subparagraphs (i) and (ii) of this paragraph (a).
>> Further, the termination of the Action by judgment, order, settlement,
>> or conviction, or upon a plea of nolo contendere or its equivalent is not,
>> of itself, determinative that the trustee did not meet the standard of
>> conduct described in this Section. The Organization may not indemnify
>> a trustee under this Section in connection with an Action by or in the
>> right of the Organization, except for reasonable expenses, including
>> counsel fees, incurred in connection with the Action if it is determined
>> that the trustee has meet the relevant standard of conduct under this
>> Section, or in connection with any other Action with respect to conduct
>> for which the trustee was adjudged liable on the basis that a personal
>> benefit was improperly received by him or her, whether or not
>> involving action in his or her official capacity as a trustee of the
>> Organization.
>>
>> -----
>>
>> Is something like this, with the assumption of good faith, permissable in
>> Missouri?
>>
>> And, last but not least, I agree with, "[t]hroughout, consider making
>> the bylaws gender neutral (rather than his or hers, he or she etc)."
>>
>> --
>> Mike Rylander
>>  | President
>>  | Equinox Open Library Initiative
>>  | phone:  1-877-OPEN-ILS (673-6457)
>>  | email:  miker at equinoxinitiative.org
>>  | web:  http://equinoxinitiative.org
>>
>>
>> On Wed, May 2, 2018 at 9:24 AM Holly Brennan <haderhold at ci.homer.ak.us>
>> wrote:
>>
>> It sounds like Karen is commenting on an older version of the bylaws?
>> Reference to one-year term limits, etc.... ?
>>
>> Could you share the latest version of the bylaws? I'm not confident I
>> have them. Thanks!
>>
>> -Holly
>>
>>
>> ------------------------------
>> *From:* eg-oversight-board [eg-oversight-board-bounces@
>> list.evergreen-ils.org] on behalf of Timothy Spindler [
>> tspindler at cwmars.org]
>> *Sent:* Wednesday, May 2, 2018 5:10 AM
>> *To:* Oversight Board
>> *Subject:* [Eg-oversight-board] Fwd: new evergreen bylawys ( was Re:
>> Mobius transition and press)
>>
>> Here are comments on the bylaws from Karen at the SFC.
>>
>>
>> <https://linkprotect.cudasvc.com/url?a=http%3a%2f%2fwww.cwmars.org&c=E,1,vWpCapbnoy84BrpvoLt-r4IjEWp3EDLskFwNPo5K1FS2hTnP863UZPFWAZplZJQy0FFtIO_36gDbEThvI52AEuOAfqI1aclaWeCF7YysbA,,&typo=1>
>>
>> Tim Spindler | Executive Director | CW MARS
>>
>> tspindler at cwmars.org | 508-755-3323 x120
>>
>> http://www.cwmars.org
>> <https://linkprotect.cudasvc.com/url?a=http%3a%2f%2fwww.cwmars.org%2f&c=E,1,gmpzhuHy9KPCgW3FMH931YfVffMS_DybAmqpzfN4aHTSFovmqMdVAZYb3p1vJx3_Uah6GirgqtbBVSnz_hbX1CmEQ-cdGrcElTqlw5wpjal1WXM,&typo=1>
>>
>>
>>
>> ---------- Forwarded message ----------
>> From: * Karen M. Sandler* <karen at sfconservancy.org>
>> Date: Mon, Apr 30, 2018 at 10:35 PM
>> Subject: new evergreen bylawys ( was Re: Mobius transition and press)
>> To: Timothy Spindler <tspindler at cwmars.org>
>> Cc: Mike Rylander <miker at equinoxinitiative.org>, Amy Terlaga <
>> terlaga at biblio.org>, evergreen at sfconservancy.org
>>
>>
>> As promised, here are my comments on the draft bylaws. As you know I'm a
>> lawyer but I am only admitted to practice in NY, so this would all be
>> subject to legal advice in Missouri. I hope you're all having a great
>> conference!
>>
>> Section 3:15 Actions By Board Without A Meeting
>>
>> Under the draft bylaws all decisions must be taken in a meeting, or
>> otherwise the only mechanism is by unanimous written consent. The bylaws
>> are silent as to whether email constitutes proper written consent. You may
>> want to make this looser so that a majority of the board can vote by email
>> without a meeting. This has been a major pain point for other orgs I've
>> worked with.
>>
>> Section 4:1  The Executive Committee.
>>
>> The executive committee section is very strong, which is ok if you're
>> careful (the board can appoint a committee of only 2 people to do almost
>> everything the board does). So I wanted to flag that.
>>
>> Section 4:2 The Finance Committee.
>>
>> This says that any major change in the budget must be approved by the
>> Board. This is vague and is silent as to materiality. It may be better to
>> give the committee a little bit of clear flexibility in case you do form a
>> finance committee.
>>
>> Section 4:5 Meetings of Committees.
>>
>> You may want to amend this to permit the use email for notice.
>>
>> Section 5:1 Officers.
>>
>> The bylaws don't permit the President and Vice Chairman to be the same
>> person, which is I'm sure consistent with state law, but some states
>> require that the president and treasurer not be the same person, so that
>> there is some level of fiscal controls. You might want to consider adding
>> that in this case.
>>
>> Section 5:2  Appointment and Term of Office
>>
>> There's a 1 year term limit on officership. You might want to leave those
>> limits up to the board if Missouri law permits. While you do one year terms
>> now, that might not be convenient in the future for some reason, and then
>> you'd have to amend the bylaws.
>>
>> Section 6:2 Fiscal Year
>>
>> I would let the board fix the fiscal year, with it initially as the
>> calendar year.
>>
>> Section 6:9 Executive Director
>>
>> I would beef up this section to anticipate the possibility of other
>> employees.
>>
>> Section 6:11 Books and Records
>> D. Inspection  Procedure
>>
>> I would consider deleting "(c) demonstrate a direct connection between
>> the purpose for
>> inspection and the requested records." I don't understand why a Director
>> should have to explain why they want to see the records. It seems like an
>> unnecessary bar - I think Directors should be engaged with the org.
>>
>> Section 6:12  Indemnification and Liability of Directors and Officers
>> D.
>> A majority of the board determines whether a Director was acting in good
>> faith, etc. in order for the indemnity kicks in. If we're at the point
>> where this section is invoked, something has gone very wrong. Does it make
>> sense that the majority of the board are the ones to decide if the standard
>> is met? I could imagine situations that are very muddy. At least consider
>> putting in a limit on the discretion of the board in that case.
>>
>> Throughout, consider making the bylaws gender neutral (rather than his or
>> hers, he or she etc)
>>
>> karen
>>
>> On 2018-04-26 2:54 pm, Timothy Spindler wrote:
>>
>> Karen,
>>
>> Attached are the latest version of the by-laws for the new
>> organization.  We have been going back and forth a little bit to get
>> some things clarified.  We can use our conference number for a call at
>> 4:15 tomorrow if that works for Amy and Mike.
>>
>> 1-877-445-0942 (access code 5452514)
>>
>>  [2]
>>
>> Tim Spindler | Executive Director | CW MARS
>>
>> tspindler at cwmars.org | 508-755-3323 x120
>>
>> http://www.cwmars.org
>> <https://linkprotect.cudasvc.com/url?a=http%3a%2f%2fwww.cwmars.org&c=E,1,e65c-yXkYLqavXbND9VKqG9tB4lqo02jyMOd_eJqKlKy07J8aLW6BciczJ6oLkL_Oh6lxqKLwL2ZNvqEDcP84Lynw1rJxVv1u9I1SMohwYoh7iu1ygrAGthrtw,,&typo=1>
>> [3]
>>
>> On Thu, Apr 26, 2018 at 2:35 PM, Karen M. Sandler
>> <karen at sfconservancy.org> wrote:
>>
>> Great, and thanks for filling us in!
>>
>> It looks like 4:15pm tomorrow afternoon would be ideal for us,
>> though we can make other times if you prefer.
>>
>> If you'd like to send me the organizational docs in advance I'd be
>> happy to look at them - I've organized many free and open source
>> software related foundations over the years, and also reworked
>> multiple org's bylaws. We've got good insight into the IRS review
>> process for orgs that are involved in this field, which is very
>> exacting (and unlike other subject areas) and are happy to lend that
>> expertise to you now!
>>
>> karen
>>
>> On 2018-04-26 8:35 am, Timothy Spindler wrote:
>> Karen,
>>
>> I apologize for not keeping you in the loop on where we are.  We
>> have
>> had a few hiccups but Amy and I were talking and thought a
>> conference
>> call might be good.  I believe we are all on the east coast so would
>> everyone be available this afternoon or tomorrow afternoon?
>>
>> Mike Rylander will be the new chair of the EOB so I am including
>> him.
>>
>> We decided to form our own non-profit which would own the assets and
>> then contract with MOBIUS for services.  The MOBIUS attorney had
>> some
>> issues setting up an agreement with something that was not a formal
>> legal entity (Evergreen Project) and we had considered this as one
>> of
>> our options anyway.  In any case, we are in the process of firming
>> up
>> the by-laws for the Evergreen Corporation to create the corporation
>> and then apply to the IRS for non-profit status.   I would expect us
>> to have the corporation created in the next few weeks but of course
>> the non-profit status would take longer.  We will still have a
>> formal
>> contract between the Evergreen Corporation and MOBIUS.
>>
>> Thanks for you help and support of this.
>>
>> Tim Spindler | EOB Chair
>> 508-755-3721 x120
>>
>> [2]
>>
>> Tim Spindler | Executive Director | CW MARS
>>
>> tspindler at cwmars.org | 508-755-3323 x120
>>
>> http://www.cwmars.org
>> <https://linkprotect.cudasvc.com/url?a=http%3a%2f%2fwww.cwmars.org&c=E,1,OWY-Vu0TBFFc2DsW0OhYmQdMOrUQKBMs-VKp6d2KpGEVM1RpfrgKU7W9gfcB_2FjrlY7Ab9RJENZTbV7EkCK1VJsNRz-MQs4kM1fIX6Webwz&typo=1>
>> [3]
>>
>> On Wed, Apr 25, 2018 at 9:24 PM, Karen M. Sandler
>> <karen at sfconservancy.org> wrote:
>>
>> Hi EOB,
>>
>> We've been busy supporting Amy, Kathy and Mobius with conference
>> organizing. (Amy can fill you in on all of the stuff we've been
>> doing over the past few months.) But, as we approach the conference
>> next week, I wanted to check in with you about the proposal to
>> transition the project out of Conservancy and to Mobius.
>>
>> As you may recall from where we left it, Conservancy is waiting to
>> hear that you've signed an agreement with them.  Also, as far as we
>> know, you haven't formally terminated the relationship with
>> Conservancy and named Mobius (or anyone else) as a successor.  And
>> as a result we haven't presented a grant agreement to Mobius and
>> made sure they can accept those terms. Until all of that is done,
>> the transition details cannot begin.
>>
>> I know we agreed that all press around the transition would be joint
>> and handled carefully, so I wanted to see if you needed anything
>> from us to help the process.  As we offered when last discussed it,
>> we're happy to help negotiate an agreement for Evergreen with
>> Mobius, and bring our expertise to help make sure that the next
>> phase of the Evergreen project has the best chance to succeed.
>> We've not received follow-up on that, so we're unsure of the status
>> of everything.
>>
>> Are there any thoughts on timing for publicly talking about the
>> transition?
>>
>> If you are just planning to deal with all of this in a few months
>> after the conference, there's no need to discuss this now, of
>> course.  However, it's important that we continue as we agreed to
>> carefully coordinate press together between Conservancy, the EOB,
>> and Mobius.  As we said the during the call some months ago with Amy
>> and Tim, we're prepared to put in all of the work on the agreements
>> and other paperwork in time for the conference (and can still do it
>> even now) if you so desire. But unless you instruct us to do that
>> work immediately over the next few days and are ready to put in the
>> time to have a few go-arounds with Mobius, it won't be feasible to
>> announce the transition at the conference.
>>
>> In any case, hope you all have a great conference! (As always, I so
>> wish I could see first person all of the details that we helped put
>> in place!)
>>
>> karen
>>
>> Karen M. Sandler
>> Executive Director, Software Freedom Conservancy
>> __________
>> Become a Supporter today! http://sfconservancy.org/supporter/
>> <https://linkprotect.cudasvc.com/url?a=http%3a%2f%2fsfconservancy.org%2fsupporter%2f&c=E,1,N1ifCj1Flzs_gC0kacwHydFRG4W7N7zVIPOzQd4dVnUs0nruYU7WYgpoUv7uounMShnDFBBbGXCMczhoYAk2BIo2U4k6UdTgpL0k_2-4pS-hYxDAm-cXhMap&typo=1>
>> [1]
>> [1]
>>
>> Links:
>> ------
>> [1] http://sfconservancy.org/supporter/
>> <https://linkprotect.cudasvc.com/url?a=http%3a%2f%2fsfconservancy.org%2fsupporter%2f&c=E,1,5zsWXX589vBlGAvkRJ4bVILUCt88OE6S_4-2n7fvFk1TVTWErCGzIrOWOiWZcdGKkIC6LlWJ49ZLwx_eU0wdFSlQgpWg9rejdfNthDuun6TZ2w45Qj72ariXnCE,&typo=1>
>> [1]
>> [2] http://www.cwmars.org
>> <https://linkprotect.cudasvc.com/url?a=http%3a%2f%2fwww.cwmars.org&c=E,1,bJk9T2o1koJH31BiLuLWXbFHCZT3owHaf7NYup3ZbpkV5Uw3890Bskg2ZvuPtIgHEdT69NDI4KkLZX9_6ansZ3G7sHWyXqAD_vK6Wyf_7k8,&typo=1>
>> [3] http://www.cwmars.org/
>> <https://linkprotect.cudasvc.com/url?a=http%3a%2f%2fwww.cwmars.org%2f&c=E,1,1g2GZA0Bc6GPWBCCknHDCQZS24osbJ9gphD-YY1ZseoxCsqmys0WG0FPfxCPNpZ1snz-zzPLbc2igPNTrf8xuZNPsdshJNh9J0pvSlm2hE5MyD5B2sPIAT4ZUHY,&typo=1>
>>
>>
>>
>>
>> Links:
>> ------
>> [1] http://sfconservancy.org/supporter/
>> <https://linkprotect.cudasvc.com/url?a=http%3a%2f%2fsfconservancy.org%2fsupporter%2f&c=E,1,GHdawikRrU1tZjWEPp3RxJrpvM4hn1UhIdevTzMiT2lWNiA5G4HtwuyU8V3R9YgRxKRIwE_FKM_1mn2e0LcyLUhdq7bXetI3sVe89e0BQVxxV3SV_5WWhM9HOg,,&typo=1>
>> [2] http://www.cwmars.org
>> <https://linkprotect.cudasvc.com/url?a=http%3a%2f%2fwww.cwmars.org&c=E,1,_DtuUqxeLV5CJEnVNqmvhmSCFkcQ7iWmjEWqbr3C5k8SL7YIRRgo6-0ucdvimxXYVFaioqGYCSZr8mFB0nWCK_PWwtPh9ScJO4h1oiK_ivdvE9tH0iF-N37c4w,,&typo=1>
>> [3] http://www.cwmars.org/
>> <https://linkprotect.cudasvc.com/url?a=http%3a%2f%2fwww.cwmars.org%2f&c=E,1,Ci5glcOwE8ODr3JkxIuq2aCbXK0-jYpDP0cwsM-bUk4acA32Sz4hZqRp00O0ocMPeVp5QndlhuPHvZLtoGVsqBbCFjOweoZz72mTsbSA7sGMirEkx6LmYYc,&typo=1>
>>
>>
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-- 
Jessica Woolford
Evergreen Systems Manager
Bibliomation, Inc.
24 Wooster Ave.
Waterbury, CT 06708
203-577-4070 ext. 105
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