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<p>Mike,</p>
<p>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:</p>
<p><span
style="font-size:11.0pt;font-family:"Calibri","sans-serif";color:#1F497D">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.</span>
</p>
<p class="MsoNormal"><span
style="font-size:11.0pt;font-family:"Calibri","sans-serif";color:#1F497D"> The
written consent for actions taken outside of a meeting must be
signed by all directors because
<u>all</u> 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.</span></p>
<p class="MsoNormal"><span
style="font-size:11.0pt;font-family:"Calibri","sans-serif";color:#1F497D"> <b>As
we have previously discussed with Evergreen, the IRC does not
satisfy the meeting requirements under Missouri law. </b>
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.</span></p>
<p class="MsoNormal"><span
style="font-size:11.0pt;font-family:"Calibri","sans-serif";color:#1F497D"> </span></p>
<br>
<div class="moz-cite-prefix">On 6/1/2018 9:58 AM, Mike Rylander
wrote:<br>
</div>
<blockquote type="cite"
cite="mid:CAP6W9vRvGfMA56LbygRSUn9nm8nv8=Z9RyQh4=dNf4_=b0P+1A@mail.gmail.com">
<pre wrap="">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: <a class="moz-txt-link-abbreviated" href="mailto:miker@EquinoxInitiative.org">miker@EquinoxInitiative.org</a>
| web: <a class="moz-txt-link-freetext" href="http://EquinoxInitiative.org">http://EquinoxInitiative.org</a>
</pre>
</blockquote>
<br>
<pre class="moz-signature" cols="72">--
Donna Bacon
Executive Director
MOBIUS
111 E Broadway, Ste 220
Columbia, MO 65203
573.268.1845</pre>
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