[MassChestnutOrchards] [SPAM] - Re: Current board list draft - Email found in subject

Tue Sep 8 11:09:20 EDT 2009

Thanks John,

Possibly no need to repeat work here - we did this last year also - here is
the information from our minutes, 11/2008.
http://masschestnut.org/boardMinutesNew.php

EXCERPT
-----------------------------------------------------------------------

**************************************
* Modifications to Bylaws & Elections
* 
* Four items to be voted on (Motions)
**************************************
1. Amendment to Bylaws: ³Board votes to amend 4.2 of Bylaws by adding the
following phrase to the
last sentence, 'provided that the Board for good cause may suspend the term
limits for specific board
members.' ² 
2. Suspend term limits for the re-election of the following Board members :
Richard Hoffman, Gary
Jacob, Mike Meixsell, Brad Smith
3. Vote to expand board size by 1 to  20
4. Vote on Slate of Director positions that are expiring as of 1/1/2009 as
well as officers. 

On 9/8/09 10:47 AM, "Mirick, John O." <jmirick at mirickoconnell.com> wrote:

> Actually, it's a two step process at the Board meeting.
> 
> FIRST, amend bylaws to allow Board to waive term limits for specific
> directors.
> 
> SECOND, waive the term limits for Rufin, and others.
> 
> If it's the consensus of the Board (as established through email) to amend the
> bylaws, I'll draft language and circulate it before the next board meeting.
> 
> John 
> 
> -----Original Message-----
> From: masschestnutorchards-bounces at masschestnut.org
> [mailto:masschestnutorchards-bounces at masschestnut.org] On Behalf Of Mirick,
> John O.
> Sent: Tuesday, September 08, 2009 10:45 AM
> To: 'masschestnutorchards at masschestnut.org'
> Subject: [SPAM] - Re: [MassChestnutOrchards] Current board list draft - Email
> found in subject
> 
> 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 
> 
> 
> 
> JOHN O. MIRICK | Partner
> Mirick, O'Connell, DeMallie & Lougee, LLP
> 100 Front Street | Worcester | MA | 01608-1477
> Main:           508.791.8500
> Direct Dial:   508.860.1550
> Direct Fax:   508.983.6279
> jmirick at mirickoconnell.com
> 
> Please visit our new website:
> www.mirickoconnell.com
> 
> 
> 
> -----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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