[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 Saint-Andre
Jabber Software Foundation

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) {
> 	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]
> 	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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