From luxeasupo6802 at rr.com  Sat Mar 13 03:22:09 2010
From: luxeasupo6802 at rr.com (discussion)
Date: Sat, 13 Mar 2010 03:22:09 -0500 (EST)
Subject: Is everything ready?
Message-ID: <20100313082209.94F359DD8A0E@imperial.pidgin.im>

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From discussion at pidgin.im  Sat Mar 13 16:11:11 2010
From: discussion at pidgin.im (discussion at pidgin.im)
Date: Sat, 13 Mar 2010 21:11:11 +0000
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From seanegan at gmail.com  Tue Mar 23 15:52:36 2010
From: seanegan at gmail.com (Sean Egan)
Date: Tue, 23 Mar 2010 12:52:36 -0700
Subject: Invoice from CT Corp
Message-ID: <e61d333f1003231252t2e6a11fag1e0b515e1d3a8422@mail.gmail.com>

Hi board,

We're represented in Delaware by CT Corp http://ct.wolterskluwer.com/
who has sent us (through the SFLC) an invoice for $358 for 2009.
Ethan, do you want to take care of this (I'll forward you the
invoice), or should I?

$358/yr seems a bit expensive for what we use them for, so I'd like to
shop around a little for a better deal, if there are no objections.

_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


From aaron at thecaid.org  Wed Mar 24 12:06:58 2010
From: aaron at thecaid.org (Aaron @ the CAID)
Date: Wed, 24 Mar 2010 12:06:58 -0400
Subject: bylaw revision
Message-ID: <023301cacb6c$08891af0$199b50d0$@org>

If a board conducts meetings using Skype or other IM programs, do the bylaws
of the organization need to provide for this.  I believe so.  Currently our
bylaws only allow for member to participate in a meeting by telephone (see
below).  Should there be a section that allows for members to participate by
IM or online chat features?

 

Section 13.  Telephonic Conferences.  A Director may participate in a
meeting of Directors by a telephone conference or similar communication
equipment by which all persons participating in the meeting may hear each
other if all participants are advised of the communications equipment and
the names of the participants in the conference are divulged to all
participants.  Participation in a meeting pursuant to this Section
constitutes presence in person at the meeting.

 

 

Aaron Timlin

Executive Director

Contemporary Art Institute of Detroit

www.thecaid.org 

5141 Rosa Parks Blvd

Detroit Mi  48208

aaron at thecaid.org

(313) 899-2243 ext 151

 

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From aaron at thecaid.org  Wed Mar 24 12:10:56 2010
From: aaron at thecaid.org (Aaron @ the CAID)
Date: Wed, 24 Mar 2010 12:10:56 -0400
Subject: bylaw revision
Message-ID: <023901cacb6c$98f24080$cad6c180$@org>

If a board conducts meetings using Skype or other IM programs, do the bylaws
of the organization need to provide for this.  I believe so.  Currently our
bylaws only allow for members to participate in a meeting by telephone (see
below).  Should there be a section that provides for members to participate
by IM or online chat features?

 

Section 13.  Telephonic Conferences.  A Director may participate in a
meeting of Directors by a telephone conference or similar communication
equipment by which all persons participating in the meeting may hear each
other if all participants are advised of the communications equipment and
the names of the participants in the conference are divulged to all
participants.  Participation in a meeting pursuant to this Section
constitutes presence in person at the meeting.

 

 

Aaron Timlin

Executive Director

Contemporary Art Institute of Detroit

www.thecaid.org 

5141 Rosa Parks Blvd

Detroit Mi  48208

aaron at thecaid.org

(313) 899-2243 ext 151

 

 

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From rekkanoryo at pidgin.im  Wed Mar 24 12:23:19 2010
From: rekkanoryo at pidgin.im (John Bailey)
Date: Wed, 24 Mar 2010 12:23:19 -0400
Subject: bylaw revision
In-Reply-To: <023301cacb6c$08891af0$199b50d0$@org>
References: <023301cacb6c$08891af0$199b50d0$@org>
Message-ID: <4BAA3C77.2000509@pidgin.im>

On 03/24/2010 12:06 PM, Aaron @ the CAID wrote:
> If a board conducts meetings using Skype or other IM programs, do the
> bylaws of the organization need to provide for this.  I believe so. 
> Currently our bylaws only allow for member to participate in a meeting
> by telephone (see below).  Should there be a section that allows for
> members to participate by IM or online chat features?
> 
> Section 13.  *Telephonic Conferences.*  A Director may participate in a
> meeting of Directors by a telephone conference or similar communication
> equipment by which all persons participating in the meeting may hear
> each other if all participants are advised of the communications
> equipment and the names of the participants in the conference are
> divulged to all participants.  Participation in a meeting pursuant to
> this Section constitutes presence in person at the meeting.

I suspect you have mailed the wrong place.  Instant Messaging Freedom, Inc.'s
current bylaws include no such section or text.  All IMF board meetings happen
in a publicly viewable but moderated (i.e. only board members may speak) XMPP
Multi-User Chat (MUC).  The MUC is logged, and this log is posted on IMF's
website (http://imfreedom.org/) as a transcript.  When the secretary is able to
provide minutes of the meeting, those minutes are also posted on IMF's website.

John

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From aaron at thecaid.org  Wed Mar 24 15:37:30 2010
From: aaron at thecaid.org (Aaron @ the CAID)
Date: Wed, 24 Mar 2010 15:37:30 -0400
Subject: bylaw revision
In-Reply-To: <4BAA3C77.2000509@pidgin.im>
References: <023301cacb6c$08891af0$199b50d0$@org> <4BAA3C77.2000509@pidgin.im>
Message-ID: <02e801cacb89$71d011e0$557035a0$@org>

I understand.  I just found your nonprofit online and was interested in its
mission:  " We're a non-profit organization whose goal is to support free
instant messaging software."  Since we are a nonprofit that uses instant
messaging software to conduct some of our board business, I found this to be
an interesting mission for another nonprofit to have.  That is why I posed
the question for the group.  I thought it should be something for an
organization with such a mission to consider.  I was hoping for a healthy
discussion on the topic.  The bylaws of an organization that supports
instant messaging software should at least include a clause that states one
way or the other if board meetings can be conducted using instant messaging
software.  I sent a message today to our lawyer to see if we should include
such a clause in our bylaws, since we do conduct meetings using such
software. If anything, including such language in the organization's bylaws
would recognize instant messaging software as a valid form of communicating
during a board meeting. 

Michigan law (where our nonprofit is incorporated) states that " Unless
otherwise restricted by any provisions of the articles of incorporation or
bylaws, the board of directors may hold a meeting of shareholders or members
conducted solely by means of remote communication."  Isn't instant messaging
a form of remote communication?

Aaron


Aaron Timlin
Contemporary Art Institute of Detroit
5141 Rosa Parks Blvd
Detroit Mi  48208
aaron at thecaid.org 
(313) 899-2243 ext 151 



  


-----Original Message-----
From: John Bailey [mailto:rekkanoryo at pidgin.im] 
Sent: Wednesday, March 24, 2010 12:23 PM
To: aaron at thecaid.org
Cc: discussion at imfreedom.org
Subject: Re: bylaw revision

On 03/24/2010 12:06 PM, Aaron @ the CAID wrote:
> If a board conducts meetings using Skype or other IM programs, do the 
> bylaws of the organization need to provide for this.  I believe so.
> Currently our bylaws only allow for member to participate in a meeting 
> by telephone (see below).  Should there be a section that allows for 
> members to participate by IM or online chat features?
> 
> Section 13.  *Telephonic Conferences.*  A Director may participate in 
> a meeting of Directors by a telephone conference or similar 
> communication equipment by which all persons participating in the 
> meeting may hear each other if all participants are advised of the 
> communications equipment and the names of the participants in the 
> conference are divulged to all participants.  Participation in a 
> meeting pursuant to this Section constitutes presence in person at the
meeting.

I suspect you have mailed the wrong place.  Instant Messaging Freedom,
Inc.'s current bylaws include no such section or text.  All IMF board
meetings happen in a publicly viewable but moderated (i.e. only board
members may speak) XMPP Multi-User Chat (MUC).  The MUC is logged, and this
log is posted on IMF's website (http://imfreedom.org/) as a transcript.
When the secretary is able to provide minutes of the meeting, those minutes
are also posted on IMF's website.

John



From evan at adium.im  Wed Mar 24 16:56:58 2010
From: evan at adium.im (Evan Schoenberg, M.D.)
Date: Wed, 24 Mar 2010 15:56:58 -0500
Subject: bylaw revision
In-Reply-To: <02e801cacb89$71d011e0$557035a0$@org>
References: <023301cacb6c$08891af0$199b50d0$@org> <4BAA3C77.2000509@pidgin.im>
	<02e801cacb89$71d011e0$557035a0$@org>
Message-ID: <0199A1DB-E3D7-4B9B-85D7-9E429CD1A6C0@adium.im>

Aaron,

On Mar 24, 2010, at 2:37 PM, Aaron @ the CAID wrote:

> I understand.  I just found your nonprofit online and was interested in its
> mission:  " We're a non-profit organization whose goal is to support free
> instant messaging software."  Since we are a nonprofit that uses instant
> messaging software to conduct some of our board business, I found this to be
> an interesting mission for another nonprofit to have.  That is why I posed
> the question for the group.  I thought it should be something for an
> organization with such a mission to consider.  I was hoping for a healthy
> discussion on the topic. 

There was no context to your statement/question, so it sounded like you were telling us (IM Freedom) that we needed to make a change to our bylaws.

>  The bylaws of an organization that supports
> instant messaging software should at least include a clause that states one
> way or the other if board meetings can be conducted using instant messaging
> software.  I sent a message today to our lawyer to see if we should include
> such a clause in our bylaws, since we do conduct meetings using such
> software. If anything, including such language in the organization's bylaws
> would recognize instant messaging software as a valid form of communicating
> during a board meeting. 
> 
> Michigan law (where our nonprofit is incorporated) states that " Unless
> otherwise restricted by any provisions of the articles of incorporation or
> bylaws, the board of directors may hold a meeting of shareholders or members
> conducted solely by means of remote communication."  Isn't instant messaging
> a form of remote communication?

I'm not a lawyer, but this seems clear cut: If there isn't an explicit restriction against it, there's nothing preventing the use of instant messaging for a board meeting.  Why would there be a need for explicitly allowing it if it's already included?

Cheers,
Evan
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From rekkanoryo at pidgin.im  Wed Mar 24 17:24:20 2010
From: rekkanoryo at pidgin.im (John Bailey)
Date: Wed, 24 Mar 2010 17:24:20 -0400
Subject: bylaw revision
In-Reply-To: <0199A1DB-E3D7-4B9B-85D7-9E429CD1A6C0@adium.im>
References: <023301cacb6c$08891af0$199b50d0$@org> <4BAA3C77.2000509@pidgin.im>
	<02e801cacb89$71d011e0$557035a0$@org>
	<0199A1DB-E3D7-4B9B-85D7-9E429CD1A6C0@adium.im>
Message-ID: <4BAA8304.40909@pidgin.im>

On 03/24/2010 04:56 PM, Evan Schoenberg, M.D. wrote:
> I'm not a lawyer, but this seems clear cut: If there isn't an explicit
> restriction against it, there's nothing preventing the use of instant
> messaging for a board meeting.  Why would there be a need for explicitly
> allowing it if it's already included?

The current bylaws require that a board meeting be audible, so the bylaws would
obviously need to be amended to reflect "remote communication" in a more general
sense.  It may be desirable to specifically mention examples of such
technologies, including both IM and telephony.

If the audible thing is required, then the bylaws would have to be amended such
that it states that board members would have to agree upon a remote
communication standard for each meeting (since you obviously don't want to have
to amend the bylaws whenever someone decides a new meeting method is desirable),
be it traditional telephony, IP telephony, IM voice/video conferencing,
voice/video conferencing via something like NetMeeting or GNOME Meeting or
somesuch, or some combination of methods that allows all board members to be as
fully involved in all aspects of the meeting as all other members are.

(Obviously I'm not intending any of this to be used verbatim, as it lacks the
legal refinement required for a corporation's bylaws.  Lawyers will definitely
need to be consulted at some point.)

John

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From lschiere at pidgin.im  Wed Mar 24 18:37:06 2010
From: lschiere at pidgin.im (Luke Schierer)
Date: Wed, 24 Mar 2010 22:37:06 -0000
Subject: Invoice from CT Corp
In-Reply-To: <e61d333f1003231252t2e6a11fag1e0b515e1d3a8422@mail.gmail.com>
References: <e61d333f1003231252t2e6a11fag1e0b515e1d3a8422@mail.gmail.com>
Message-ID: <20100324223657.GA28238@rock.pidgin.im>

On Tue, Mar 23, 2010 at 12:52:36PM -0700, Sean Egan wrote:
> Hi board,
> 
> We're represented in Delaware by CT Corp http://ct.wolterskluwer.com/
> who has sent us (through the SFLC) an invoice for $358 for 2009.
> Ethan, do you want to take care of this (I'll forward you the
> invoice), or should I?
> 
> $358/yr seems a bit expensive for what we use them for, so I'd like to
> shop around a little for a better deal, if there are no objections.

If you can find something better, you can present it via email resolution.

No harm in shopping around.

Luke

_______________________________________________
Board mailing list
Board at imfreedom.org
http://pidgin.im/cgi-bin/mailman/listinfo/board


