<div dir="ltr">Darn my poor reflexes!<br></div><div class="gmail_extra"><br clear="all"><div><div class="gmail_signature" data-smartmail="gmail_signature"><div dir="ltr">Terran McCanna <br>PINES Program Manager <br>Georgia Public Library Service <br>1800 Century Place, Suite 150 <br>Atlanta, GA 30345 <br>404-235-7138 <br><a href="mailto:tmccanna@georgialibraries.org" target="_blank">tmccanna@georgialibraries.org</a> <br><br></div></div></div>
<br><div class="gmail_quote">On Mon, May 21, 2018 at 3:10 PM, Mike Rylander <span dir="ltr"><<a href="mailto:miker@equinoxinitiative.org" target="_blank">miker@equinoxinitiative.org</a>></span> wrote:<br><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex">Terran, you just didn't step back when we were all lined up. ;)<br>
--<br>
| Mike Rylander<br>
| President<br>
| Equinox Open Library Initiative<br>
| phone: 1-877-OPEN-ILS (673-6457)<br>
| email: miker@EquinoxInitiative.org<br>
| web: <a href="http://EquinoxInitiative.org" rel="noreferrer" target="_blank">http://EquinoxInitiative.org</a><br>
<br>
On Mon, May 21, 2018 at 1:30 PM Terran McCanna <<br>
<a href="mailto:tmccanna@georgialibraries.org">tmccanna@georgialibraries.org</a>> wrote:<br>
<br>
> Heh, I'm actually on the standing committee and I'm not sure how I got on<br>
it.<br>
<br>
<br>
<br>
> Terran McCanna<br>
> PINES Program Manager<br>
> Georgia Public Library Service<br>
> 1800 Century Place, Suite 150<br>
> Atlanta, GA 30345<br>
> 404-235-7138<br>
> <a href="mailto:tmccanna@georgialibraries.org">tmccanna@georgialibraries.org</a><br>
<br>
<br>
> On Mon, May 21, 2018 at 1:27 PM, <a href="mailto:scott.thomas@sparkpa.org">scott.thomas@sparkpa.org</a> <<br>
<a href="mailto:scott.thomas@sparkpa.org">scott.thomas@sparkpa.org</a>> wrote:<br>
<br>
>> Hi Mike,<br>
>> I appreciate your explanations. Regarding the Release Manager, this<br>
makes perfect sense. However, since the annual conference is an extremely<br>
important component of the Evergreen experience and, if all goes well, a<br>
revenue generator, I think the Board’s role should be mentioned in the<br>
By-Laws. Maybe it is as simple as having the Board, at the meeting that<br>
takes place during the conference, certify the committee membership for the<br>
new cycle. It would then be in the minutes. I recently became aware of the<br>
standing committee, but even after a year on the EOB, I wasn’t sure where<br>
they came from and how they fit in with the local folks.<br>
<br>
<br>
<br>
>> Scott<br>
<br>
<br>
<br>
<br>
<br>
>> From: Mike Rylander [mailto:<a href="mailto:miker@equinoxinitiative.org">miker@<wbr>equinoxinitiative.org</a>]<br>
>> Sent: Monday, May 21, 2018 11:43 AM<br>
>> To: <a href="mailto:scott.thomas@sparkpa.org">scott.thomas@sparkpa.org</a><br>
>> Cc: Boyer, Jason A <<a href="mailto:JBoyer@library.in.gov">JBoyer@library.in.gov</a>>;<br>
<a href="mailto:eg-oversight-board@list.evergreen-ils.org">eg-oversight-board@list.<wbr>evergreen-ils.org</a><br>
>> Subject: Re: [Eg-oversight-board] Fwd: Evergreen ByLaw Comments<br>
<br>
<br>
<br>
>> Hi Scott,<br>
<br>
<br>
<br>
>> The EOB is not involved in the selection of the release manager, quite<br>
by design. The EOB has always explicitly been a support organization for<br>
the community at large, and does not attempt to direct technical issues or<br>
create an official road map.<br>
<br>
<br>
<br>
>> The release managers are less "appointed or elected" than they are<br>
volunteers with specific skills and stated technical goals for an upcoming<br>
release. One can think of the release manager as the "first among equals"<br>
within the development community, for one release -- they're the point<br>
person that has volunteered to "care the most" about the technical details<br>
of an upcoming release. This is a technical (development) position, and<br>
does not decide what features will be developed by the rest of the<br>
community, excepting on technical grounds.<br>
<br>
<br>
<br>
>> The EOB (and, by extension, an eventual Board of Directors of a future<br>
Evergreen corporation) is an elected (and therefore political)<br>
organization, and it was explicitly decided early on that it should not<br>
attempt to "own" the community or the software, but to support them both.<br>
This is also why the copyright for Evergreen code rests with the individual<br>
contributors (or, in some cases, their employees) rather than with a<br>
central body -- the code is truly open, and cannot be owned by one body, or<br>
in the worst case hidden away, without the consent of every single<br>
contributor.<br>
<br>
<br>
<br>
>> There are two separate conference committees, the standing committee<br>
that has the same membership year to year (though folks do come and go),<br>
and the local committee. The standing committee is just a self-selecting<br>
volunteer effort, though Grace Dunbar did put a lot of work into creating<br>
some continuity documentation and structure in the several years she was<br>
involved. The local committee is usually made up of individuals from the<br>
host organization and, sometimes, other community members that are in the<br>
general vicinity of the upcoming conference.<br>
<br>
<br>
<br>
>> Does that help?<br>
<br>
<br>
<br>
>> Thanks,<br>
<br>
<br>
<br>
<br>
>> --<br>
>> | Mike Rylander<br>
>> | President<br>
>> | Equinox Open Library Initiative<br>
>> | phone: 1-877-OPEN-ILS (673-6457)<br>
>> | email: miker@EquinoxInitiative.org<br>
>> | web: <a href="http://EquinoxInitiative.org" rel="noreferrer" target="_blank">http://EquinoxInitiative.org</a><br>
<br>
<br>
<br>
<br>
<br>
>> On Mon, May 21, 2018 at 8:36 AM <a href="mailto:scott.thomas@sparkpa.org">scott.thomas@sparkpa.org</a> <<br>
<a href="mailto:scott.thomas@sparkpa.org">scott.thomas@sparkpa.org</a>> wrote:<br>
<br>
>> There have been so many emails around… I apologize if these have come up<br>
before.<br>
<br>
<br>
<br>
>> 1. Today I was trying to figure out how the Release Manager is<br>
appointed or elected and could find nothing in the EOB Rules of Governance.<br>
Am I just missing it? Given the importance of this position, should it<br>
somehow be addressed in the new Bylaws?<br>
<br>
>> 2. Even though I am involved with it now, I am still mystified as<br>
to how the Conference Committee is formed. Should we add something to the<br>
By-Laws stating that it is the Board’s responsibility to appoint a<br>
Conference Committee annually?<br>
<br>
<br>
>> Scott<br>
<br>
<br>
<br>
<br>
<br>
>> From: eg-oversight-board [mailto:<br>
<a href="mailto:eg-oversight-board-bounces@list.evergreen-ils.org">eg-oversight-board-bounces@<wbr>list.evergreen-ils.org</a>] On Behalf Of Boyer,<br>
Jason A<br>
>> Sent: Friday, May 11, 2018 3:46 PM<br>
>> To: Mike Rylander <<a href="mailto:miker@equinoxinitiative.org">miker@equinoxinitiative.org</a>>;<br>
<a href="mailto:eg-oversight-board@list.evergreen-ils.org">eg-oversight-board@list.<wbr>evergreen-ils.org</a><br>
>> Subject: Re: [Eg-oversight-board] Fwd: Evergreen ByLaw Comments<br>
<br>
<br>
<br>
>> I definitely like adding more electronic options and would also like to<br>
see the indemnification clause changed to reflect an initial assumption of<br>
good faith. If we keep the Exec Committee language I'd like the size bumped<br>
to at least 3 but I don't have particularly strong feelings about that.<br>
<br>
<br>
<br>
>> Jason<br>
<br>
<br>
<br>
>> --<br>
<br>
>> Jason Boyer<br>
<br>
>> MIS Supervisor<br>
<br>
>> Indiana State Library<br>
<br>
>> <a href="http://library.in.gov/" rel="noreferrer" target="_blank">http://library.in.gov/</a><br>
<br>
<br>
<br>
>> From: eg-oversight-board [mailto:<br>
<a href="mailto:eg-oversight-board-bounces@list.evergreen-ils.org">eg-oversight-board-bounces@<wbr>list.evergreen-ils.org</a>] On Behalf Of Mike<br>
Rylander<br>
>> Sent: Friday, May 04, 2018 11:40 AM<br>
>> To: <a href="mailto:eg-oversight-board@list.evergreen-ils.org">eg-oversight-board@list.<wbr>evergreen-ils.org</a><br>
>> Subject: [Eg-oversight-board] Fwd: Evergreen ByLaw Comments<br>
<br>
<br>
<br>
>> **** This is an EXTERNAL email. Exercise caution. DO NOT open<br>
attachments or click links from unknown senders or unexpected email. ****<br>
<br>
>> ______________________________<wbr>__<br>
<br>
>> All,<br>
<br>
<br>
<br>
>> As promised, here is the initial response from MOBIUS' lawyers to<br>
Karen's direct comments and suggestions.<br>
<br>
<br>
<br>
>> I said before that the suggestions were mostly rejected, but that isn't<br>
quite right. The lawyers are starting from an adversarial position, which<br>
is understandable given their stated past experience, as opposed Karen's<br>
suggestions starting from a more amicable default. As a practical matter,<br>
I take Karen's suggestions as an aim to streamline and simplify<br>
communication and action in the common case, whereas the MOBIUS' lawyer's<br>
apply more structure up front in an attempt to protect against "activist<br>
directors" (their words in one case). The question before us is which do<br>
we want to enshrine in our by-laws -- my interpretation of the choice could<br>
be summed up as: do we value efficiency and assumption of good-faith over<br>
prescribed defenses against internal strife?<br>
<br>
<br>
<br>
>> I can be convinced in either direction, but I tend towards the former by<br>
default.<br>
<br>
<br>
<br>
>> To be clear on my position, I believe that most of Karen's suggestions<br>
(particularly on practical matters such as the use of email for certain<br>
functions) do not weaken any overall protections we have, and just avoid<br>
overhead given the way our community works. The biggest issue surrounds<br>
indemnity, which we can discuss in more detail, but the example I provided<br>
works to limit the issues raised below by restricting indemnity to only<br>
litigation that arrises from the fact that a director was, in fact, a<br>
director. Anyway, I would appreciate all input you care to provide.<br>
Thoughts?<br>
<br>
<br>
<br>
>> Thanks again, everyone!<br>
<br>
<br>
<br>
>> --<br>
>> | Mike Rylander<br>
>> | President<br>
>> | Equinox Open Library Initiative<br>
>> | phone: 1-877-OPEN-ILS (673-6457)<br>
>> | email: miker@EquinoxInitiative.org<br>
>> | web: <a href="http://EquinoxInitiative.org" rel="noreferrer" target="_blank">http://EquinoxInitiative.org</a><br>
<br>
<br>
<br>
>> ---------- Forwarded message ---------<br>
>> From: Donna Bacon <<a href="mailto:donna@mobiusconsortium.org">donna@mobiusconsortium.org</a>><br>
>> Date: Thu, May 3, 2018 at 9:13 AM<br>
>> Subject: Evergreen ByLaw Comments<br>
>> To: Mike Rylander <<a href="mailto:miker@equinoxinitiative.org">miker@equinoxinitiative.org</a>><br>
<br>
<br>
<br>
>> Mike,<br>
<br>
>> See the comments below from our attorneys.<br>
<br>
>> Most of these comments relate to the committees permitted under the<br>
bylaws. While it is standard to contemplate such committees being formed<br>
in the corporate documents, as a practical matter, entities of this size<br>
actually forming sub-committees is rare and it is much more common for the<br>
whole board to oversee the operations. Please see our comments in red<br>
below.<br>
<br>
<br>
<br>
>> Section 3:15 Actions By Board Without A Meeting<br>
<br>
>> Under the draft bylaws all decisions must be taken in a meeting, or<br>
otherwise the only mechanism is by unanimous written consent. The bylaws<br>
are silent as to whether email constitutes proper written consent. You may<br>
want to make this looser so that a majority of the board can vote by email<br>
without a meeting. This has been a major pain point for other orgs I've<br>
worked with.<br>
<br>
<br>
<br>
>> Generally speaking we do not recommend email as sufficient for unanimous<br>
written consent due to the record keeping requirements for corporate<br>
entities. How Evergreen has described its decision-making process is that<br>
the board will make a decision, likely via internet chat and without a<br>
formal meeting, and then document that decision in a resolution that is<br>
circulated and signed by all of the board members. That final, signed<br>
resolution then goes into the corporate record book. This avoids questions<br>
as to the final language that was approved, makes it easier to ensure all<br>
signatures are obtained, and is a best practice for the<br>
statutorily-required record keeping.<br>
<br>
>> Section 4:1 The Executive Committee.<br>
<br>
>> The executive committee section is very strong, which is ok if you're<br>
careful (the board can appoint a committee of only 2 people to do almost<br>
everything the board does). So I wanted to flag that.<br>
<br>
<br>
<br>
>> Does Evergreen want to change this? Note, as written the board has<br>
discretion over whether to even form an executive committee and which<br>
powers to give it. There are carve-outs explicitly listed for certain<br>
actions the board cannot designate. As written, this gives flexibility to<br>
the board on whether to create the committee and whether to give it very<br>
limited or very broad powers.<br>
<br>
>> Section 4:2 The Finance Committee.<br>
<br>
>> This says that any major change in the budget must be approved by the<br>
Board. This is vague and is silent as to materiality. It may be better to<br>
give the committee a little bit of clear flexibility in case you do form a<br>
finance committee.<br>
<br>
<br>
<br>
>> Does Evergreen want to change this? Note, as written the board has<br>
discretion over whether to even form the financial committee. To keep<br>
controls on the committee, its powers are limited to exceed or change the<br>
budget, which is left in control of the board. This is fairly standard.<br>
<br>
>> Section 4:5 Meetings of Committees.<br>
<br>
>> You may want to amend this to permit the use email for notice.<br>
<br>
<br>
<br>
>> We generally do not permit email for required statutory notices as the<br>
Missouri statutes do not specify the effective date for electronic notice<br>
absent proving the email was received. If there is a dispute between the<br>
corporation and a board member, this can be difficult. With mail, the<br>
statutes specify the effective date based on the mailing without requiring<br>
proof of receipt. Moreover, any regular meetings of the committee do not<br>
require notice; notice only applies if there is a special meeting outside<br>
of the normal schedule. As most decisions will likely be made outside of<br>
official meetings, those will be evidenced by a resolution signed by all<br>
members and waiving the notice requirements.<br>
<br>
>> Section 5:1 Officers.<br>
<br>
>> The bylaws don't permit the President and Vice Chairman to be the same<br>
person, which is I'm sure consistent with state law, but some states<br>
require that the president and treasurer not be the same person, so that<br>
there is some level of fiscal controls. You might want to consider adding<br>
that in this case.<br>
<br>
<br>
<br>
>> There is no such restriction as to the president and treasurer being the<br>
same individual under Missouri law, and therefore we do not add such a<br>
limitation in the bylaws. The authority of the president and treasurer are<br>
controlled by the board, which is how the bylaws address this issue. If<br>
you want to add additional restrictions, let us know.<br>
<br>
>> Section 5:2 Appointment and Term of Office<br>
<br>
>> There's a 1 year term limit on officership. You might want to leave<br>
those limits up to the board if Missouri law permits. While you do one year<br>
terms now, that might not be convenient in the future for some reason, and<br>
then you'd have to amend the bylaws.<br>
<br>
<br>
<br>
>> The term of the directors must be specified in the bylaws or articles<br>
under Missouri law. We typically specify the term in the bylaws rather<br>
than the articles as the bylaws are easier to amend. The 1 year term of<br>
directors was requested by Evergreen. As the officers are all currently<br>
board members, which is typical, we want the terms of directors and<br>
officers to match, otherwise an individual’s term as an officer may not be<br>
over even if their term as director is complete. It can be changed in the<br>
future by amending the bylaws.<br>
<br>
>> Section 6:2 Fiscal Year<br>
<br>
>> I would let the board fix the fiscal year, with it initially as the<br>
calendar year.<br>
<br>
<br>
<br>
>> The fiscal year is most commonly listed in the bylaws. While not a<br>
statutory requirement, many banks and other institutions prefer it be<br>
listed in the bylaws. The fiscal year as initially established is the<br>
calendar year. If the board wants to change it, we can amend the bylaws.<br>
If Evergreen wants to remove it from the bylaws, we can add it to the<br>
consent resolution. However, any change to the fiscal year would still<br>
need to be approved in a resolution of the board signed by all members.<br>
<br>
>> Section 6:9 Executive Director<br>
<br>
>> I would beef up this section to anticipate the possibility of other<br>
employees.<br>
<br>
<br>
<br>
>> This section is intentionally left vague as the board does not<br>
anticipate hiring any employees, but does plan to retain an outside company<br>
to handle its operations. We do not recommend having two companies or<br>
individuals designated to the same “executive director” position. The<br>
board can hire other contractors (or employees) to perform any number of<br>
functions, but we would not recommend vesting more than one person/entity<br>
with the title “executive director”.<br>
<br>
>> Section 6:11 Books and Records<br>
>> D. Inspection Procedure<br>
<br>
>> I would consider deleting "(c) demonstrate a direct connection between<br>
the purpose for<br>
>> inspection and the requested records." I don't understand why a Director<br>
should have to explain why they want to see the records. It seems like an<br>
unnecessary bar - I think Directors should be engaged with the org.<br>
<br>
<br>
<br>
>> The bylaws also note that the directors can inspect corporate records in<br>
accordance with applicable law. We have the limitation regarding<br>
connection in the documents as we have seen litigation tactics from<br>
activist directors who are in opposition to the corporation use their<br>
inspection rights offensively in the litigation to cause the corporation to<br>
waste time and money. For the most part, directors do not use the formal<br>
process specified in the bylaws to request information if the relationship<br>
is healthy (they just email the appropriate person and such information is<br>
provided).<br>
<br>
>> Section 6:12 Indemnification and Liability of Directors and Officers<br>
>> D.<br>
>> A majority of the board determines whether a Director was acting in good<br>
faith, etc. in order for the indemnity kicks in. If we're at the point<br>
where this section is invoked, something has gone very wrong. Does it make<br>
sense that the majority of the board are the ones to decide if the standard<br>
is met? I could imagine situations that are very muddy. At least consider<br>
putting in a limit on the discretion of the board in that case.<br>
<br>
>> This limitation is standard in most bylaws. The limitation protects the<br>
corporation from a director seeking to take advantage of the<br>
indemnification section by invoking it to fund litigation adverse to the<br>
corporation’s interest. We have seen indemnification sections invoked by<br>
directors that use the section to fund the director’s own litigation<br>
against the corporation. If the majority approval is not obtained, the<br>
indemnification section will still apply if the director obtains a court<br>
order enforcing the section, so the board cannot override the<br>
indemnification provided in the bylaws.<br>
<br>
<br>
<br>
>> --<br>
<br>
>> Donna Bacon<br>
<br>
>> Executive Director<br>
<br>
>> MOBIUS<br>
<br>
>> 111 E Broadway, Ste 220<br>
<br>
>> Columbia, MO 65203<br>
<br>
>> 573.268.1845<br>
<br>
<br>
>> ______________________________<wbr>_________________<br>
>> eg-oversight-board mailing list<br>
>> <a href="mailto:eg-oversight-board@list.evergreen-ils.org">eg-oversight-board@list.<wbr>evergreen-ils.org</a><br>
>> <a href="http://list.evergreen-ils.org/cgi-bin/mailman/listinfo/eg-oversight-board" rel="noreferrer" target="_blank">http://list.evergreen-ils.org/<wbr>cgi-bin/mailman/listinfo/eg-<wbr>oversight-board</a><br>
</blockquote></div><br></div>