[MassChestnutOrchards] - Re: Current board list draft
Yvonne Federowicz
Yvonne_Federowicz at brown.edu
Thu Sep 10 13:03:23 EDT 2009
Hello Jim,
We are sorry to hear that you won¹t be continuing on the Board, but you will
always be welcome at events. Thank you for all your years of effort as a
Board member, and for all your work on the first Rhode Island orchard!
Yvonne
On 9/8/09 12:42 PM, "Jim Garland" <jgar820922 at aol.com> wrote:
> 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
>>>> >> http://mrsgale.fates.org/mailman/listinfo/masschestnutorchards
>>> >
>>> >
>>> > _______________________________________________
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>>> >
>>> >
>>> >
>>> >
>>> >
>>> > ******************************************************************
>>> >
>>> > DISCLAIMER REGARDING TAX ADVICE - IRS CIRCULAR 230 DISCLOSURE:
>>> >
>>> > To ensure compliance with requirements imposed by the IRS, we inform you
>>> that
>>> > any federal tax advice contained in this communication (including any
>>> > attachments) is not intended to be used, and cannot be used, for the
>>> purpose
>>> > of (i) avoiding penalties under the Internal Revenue Code or (ii)
>>> promoting,
>>> > marketing or recommending to another party any transaction or matter
>>> > communicated to you.
>>> >
>>> >
>>> > ******************************************************************
>>> >
>>> > The information contained in this electronic message is legally
>>> privileged and
>>> > confidential under applicable law, and is intended only for the use of
>>> the
>>> > individual or entity named above. If you are not the intended recipient,
>>> you
>>> > are hereby notified that any dissemination, copying or disclosure of this
>>> > communication is strictly prohibited. If you have received this
>>> communication
>>> > in error, please notify Mirick O'Connell at (508)791-8500 and delete this
>>> > communication immediately without copying or distributing it.
>>> >
>>> >
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>>
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