[Foundation] today's discussion agenda

Peter Saint-Andre stpeter at jabber.org
Tue Sep 3 17:17:39 CDT 2002


I added the following item to the agenda, right before the annual members'
meeting is adjourned (http://www.jabber.org/discuss/2002-09-04.html):

*****

5. Omnibus Resolution

RESOLVED, that the officers of the Jabber Software Foundation are hereby 
authorized, directed, and empowered 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 in order to carry out the
purposes of the foregoing resolutions.

******

Sound good?

Peter

--
Peter Saint-Andre
Jabber Software Foundation
http://www.jabber.org/people/stpeter.html

On Tue, 3 Sep 2002, Peter Saint-Andre wrote:

> 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..
> > }
> > 
> > _______________________________________________
> > Members mailing list
> > Members at jabber.org
> > http://mailman.jabber.org/listinfo/members
> > 
> 
> _______________________________________________
> Members mailing list
> Members at jabber.org
> http://mailman.jabber.org/listinfo/members
> 




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