[Noisebridge-board] Legal stuff about confirming Shannon Lee as Director - PLEASE RESPOND
jim at well.com
Wed Aug 12 14:58:15 UTC 2009
On Tue, 2009-08-11 at 22:49 -0700, Rachel McConnell wrote:
> In plain English: we consensed on Shannon tonight, which is
> Noisebridge's way of deciding things. To make this legal, however,
> please respond to this email with the word "YES", indicating that you
> vote for Shannon. If I screwed up and you aren't a member any more,
> please reply and say that instead.
> More Details for those who are interested:
> I'm sending this to all members using the email you gave for official
> communications. If we can't get everyone to respond, we'll have to have
> the meeting after all... I'll do my best to get everyone to respond though.
> According to our bylaws (https://www.noisebridge.net/wiki/Bylaws), to
> confirm a new member of the board of directors:
> "Notice of any meeting of members, whether annual, general, or special,
> shall be in writing and shall be given at least 10 but no more than 60
> days before the meeting date. Notice may be given personally, by email
> or any other means reasonably calculated to provide actual notice to all
> members. If email is used, notice shall be sent to the member at his or
> her email address shown in the corporation's membership records. For all
> special meetings, the notice shall state the nature of the business to
> be transacted by the members. For a meeting where directors are elected,
> the notice shall state the names of all persons who are nominees for
> "Section 11. Action by Unanimous Written Consent. Any action required or
> permitted to be taken by the members may be taken without a meeting, if
> all members consent in writing to the action. The written consent or
> consents shall be kept by the Secretary. The action by written consent
> shall have the same force and effect as a unanimous vote of the members.
> Section 12. Definition of In Writing. Written consent shall include
> electronic writing, as long as the Corporation verifies that such
> written consent (i) comes from a member with voting privileges, and (ii)
> is actually made by that member and not by someone who is not entitled
> to participate as a member."
> IOW, we must either have a separate physical meeting after 10 <= N <= 60
> days which at least a third of members must attend, or all members in
> good standing must agree in writing. The latter is a lot easier, so
> just reply with YES in the body and send it back.
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