[Foundation] today's discussion agenda
Peter Saint-Andre
stpeter at jabber.org
Tue Sep 3 16:05:49 CDT 2002
This boilerplate looks like it is for the purpose of Board meetings, but I
can adapt it for the members' meeting, since it is there that the Board
(and Council) will be elected.
Peter
--
Peter Saint-Andre
Jabber Software Foundation
http://www.jabber.org/people/stpeter.html
On Wed, 28 Aug 2002, Dirk-Willem van Gulik wrote:
>
> > 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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