[MassChestnutOrchards] Current board list draft

Tue Sep 8 10:44:34 EDT 2009

Yvonne:

We were incorporated on 1/21/2001.  Rufin was an original director.

Articles of Incorporation provide that the Board of Directors shall be elected from time to time in the manner provided in the Bylaws.

Bylaws provide that directors serve for two year terms, and are limited to no more than four consecutive terms.

Bylaws allow amendment at any time by the directors by a vote of a majority of the directors then in office at any meeting at which a quorum is present.  Quorum is a majority of the directors then in office.

So.......

To keep Rufin on the Board, we need to amend Bylaws.  This can be done (1) by a blanket removal of the term limits, or (2) by a less sweeping amendment allowing the Board, for good cause, to waive the term limit for a particular director.  Personally, I favor the specific waiver approach because it will force a board member to decide if he/she wants to continue, and it will force the Board to decide on a person-specific basis if that director is contributing.

In Rufin's case, there's no doubt that he is contributing - a lot!  And we want him to continue.  And hopefully he's willing to continue.

So.......

My suggestion is that the agenda for the Board meeting immediately before the annual meeting include a motion to waive the term limits as to Rufin so that he can be elected to a further term.  If that motion passes, then at the annual meeting Rufin can be elected for another term.

>From your list, looks like John Emery, Frank Howard, Gary Jacob, Mike Meixsell, Mike Novak, Guy Shepherd, Brad Smith, and Charlotte Zampini may be in the same situation.  If they want to be elected to another term, they should respond to you so that they can be included in the motion.

John 

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-----Original Message-----
From: masschestnutorchards-bounces at masschestnut.org [mailto:masschestnutorchards-bounces at masschestnut.org] On Behalf Of Federowicz, Yvonne Marie
Sent: Tuesday, September 08, 2009 9:31 AM
To: rufin at charter.net; masschestnutorchards at masschestnut.org
Subject: Re: [MassChestnutOrchards] Current board list draft

Thanks Rufin - I did not include the charter information, as I'm unsure how it legally interacts with our board term limits. Can someone illuminate us on that?

I'll include that below here - I am using an electronic, unsigned version of the Charter that I have a copy of.

----

Board Members with Year First Elected
(Add One for Year First Served)

2007 Ballot (and 2009)

Kathy Desjardin - 2003
John Emery - 2001
Yvonne Federowicz - 2003
Jim Garland 2nd term 2003 ??? no mention in 2001 mtg minutes
Frank Howard - Charter, 2001
Louis Breault-Melican - 2005
Denis Melican - 2005
John Mirick - 2005
Mike Novack - Charter, 2001
Rufin Van Bossuyt - Charter, 2001
Charlotte Zampini - 2001

2008 Ballot

Brian Clark - 2008
Jamie Donalds - 2004
Richard Hoffman - Charter, 2002
Gary Jacob - Charter, 2002
John Meiklejohn - 2008
Mike Meixsell - Charter, 2002
Guy Shepard - 2002
Brad Smith - Charter, 2002
Bruce Spencer - 2006

-----Original Message-----
From: rufin at charter.net [mailto:rufin at charter.net]
Sent: Tue 9/8/2009 8:10 AM
To: masschestnutorchards at masschestnut.org
Cc: Federowicz, Yvonne Marie
Subject: Re: [MassChestnutOrchards] Current board list draft

I have been a Chapter Board member since the Chapter was organized. I think it was prior to 2001. 
The Chapter was started by Susan and Jerry. Matbe they can shed some light on the subject.

Rufin

---- "Federowicz wrote: 
> Hello folks - we are trying to compile a list of years currently serving people were first elected to the Board. I have used old Annual Meeting minutes and election ballots to obtain this information.
> 
> Please check your name and see if it seems accurate, and email Kathy & myself with any discrepancies.
> 
> 
> Board Members with Year First Elected
> (Add One for Year First Served)
> 
> 2007 Ballot (and 2009)
> 
> Kathy Desjardin 2003
> John Emery 2001
> Yvonne Federowicz 2003
> Jim Garland 2nd term mentioned as 2003 ??? no mention in 2001 annual meeting minutes
> Frank Howard 2001
> Louis Breault-Melican 2005
> Denis Melican 2005
> John Mirick 2005
> Mike Novack 2001
> Rufin Van Bossuyt 2001
> Charlotte Zampini 2001
> 
> 2008 Ballot
> 
> Brian Clark 2008
> Jamie Donalds 2004
> Richard Hoffman 2002
> Gary Jacob 2002
> John Meiklejohn 2008
> Mike Meixsell 2002
> Guy Shepard 2002
> Brad Smith 2002
> Bruce Spencer 2006
> 
> 
> -----
> _______________________________________________
> MassChestnutOrchards mailing list
> MassChestnutOrchards at masschestnut.org
> http://mrsgale.fates.org/mailman/listinfo/masschestnutorchards

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