[MassChestnutOrchards] [SPAM] - Re: Current board list draft - Email foun...

JGar820922 at aol.com JGar820922 at aol.com
Tue Sep 8 12:42:35 EDT 2009


I don't have any record of when I became a board member so I checked old  
copies of Chestnut Seedlings. I wasn't listed as a member in the Spring issue 
 of 2002 but was in the Fall issue that same year. In any case, I would not 
 be putting in for reelection at the end of my current term. Family and  
work continue to claim more and more of my time and energy these days. 
 
Jim G. 
 
 
In a message dated 9/8/2009 11:10:47 A.M. Eastern Daylight Time,  
Yvonne_Federowicz at brown.edu writes:

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
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>  
> 
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