[Foundation] today's discussion agenda

Dirk-Willem van Gulik dirkx at webweaving.org
Wed Aug 28 12:38:31 CDT 2002


> discussion of the goals for JSF in the next year would be great.  I don't
> think we need an omnibus resolution but IANAL.

You can find it in any booklet on Foundation/Corp. law - they are very
standard (or just search ingoogle :-) It usually looks like this:

	# Omnibus Resolution

       RESOLVED, that the actions of the directors and officers of ZZZZ,
       ZZZZZZZZZZZZZZZZZZZZZZZ as duly recorded as minutes within
       the ZZZ their records, have to this date been in the best interests
       of the ZZZZ, and are hereby ratified, confirmed and approved
       as the acts and deeds of this ZZZZ.

assuming that the board is already authorized. If not it may look a little
like this during the bootstrapping phase:

	RESOLVED, that the officers of the Company be, and they hereby
	are, authorized, directed and empowered to execute any ...
	or to do or to cause to be done any and all other acts and
	things as such officers, in their discretion, may deem necessary
	or advisable and appropriate to carry out the purposes of the
	.,... foregoing resolutions.

And you may pad it out like this if it was done without a members meeting,
depending on your bylaws.

if (without a members meeting) {
	ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF
	ZZZ

	In accordance with Section 141(f) of the Delaware General Corporation Law
	and the Bylaws of the Internet Multicasting Service, Inc., a Delaware
	non-profit corporation (the "Company"), the undersigned, constituting all
	of the directors of the Board of Directors of the Company (the "Board"),
	hereby take the following actions and adopt the following resolutions by
	written consent without a meeting, effective for all purposes as of the XX
	day of YYY
}

#include "resolutions.h"

if (needed) {
	[Signature Page Follows]

	[SIGNATURE PAGE TO BOARD CONSENT DATED ZZZZZZ]

	The undersigned constituting all of the members of the Board do hereby
	consent to and approve the adoption of the foregoing resolutions effective
	as of the date first written above. This Consent may be executed in any
	number of counterparts, each of which shall be deemed an original and all
	of which together shall constitute one instrument.

	...sig pages..
}




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