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25 new of 91 responses total.
richard
response 50 of 91: Mark Unseen   Feb 20 01:26 UTC 2013

re #49 again, if Grex liquidated, how oculd the government collect 
*any* sanctions, penalties or fines?  They could not.  It is an empty 
threat.  It wouldn't be even worth the IRS's time and money to come 
after Grex, there's nothing here, or wouldn't be by the time they 
realized what had happened.

rcurl
response 51 of 91: Mark Unseen   Feb 20 21:08 UTC 2013

The feds can fine the board members. It's in the law. You might be right 
though - - or lucky - that the IRS woudn't bother with such small 
potatos.
slynne
response 52 of 91: Mark Unseen   Feb 21 22:39 UTC 2013

I always have wondered what would happen if all of the board members
resigned and no one stepped up to take their places? I thought about
this from time to time while I was on the receiving end of much abuse as
a board member. 
rcurl
response 53 of 91: Mark Unseen   Feb 22 04:38 UTC 2013

I don't (yet) know what the organization would be forced to do, but 
since it is a 501(c) Michigan corporation, it will be at the mercy of 
both the State of Michigan and the IRS. While the details may be messy, 
ulotimately the Articles of Incoration will rule, and all assets would 
have to go to another 501(c)3 corporation.
nharmon
response 54 of 91: Mark Unseen   Feb 22 13:31 UTC 2013

Maybe the State of Michigan would appoint an Emergency Finance Manager. >:)
richard
response 55 of 91: Mark Unseen   Feb 22 22:39 UTC 2013

re #51 the Articles indemnify the board members:

The Corporation assumes all liability to any person other
than the Corporation or its members for all acts or omissions
of a volunteer director incurred in good faith performance of
their duty as an officer occurring on or after the date of
incorporation.

jep
response 56 of 91: Mark Unseen   Feb 23 19:16 UTC 2013

re resp:48: The proposal for this item was about a small, unexciting
change.  The other discussion is filling some sort of perceived void.

Tomorrow is two weeks since I made the proposal.  What is needed to
cause this to come to a vote?
gelinas
response 57 of 91: Mark Unseen   Feb 23 23:44 UTC 2013

jep, one more week of discussion and final wording of your proposal, then two
current members approving bringing the proposal to a vote.
rcurl
response 58 of 91: Mark Unseen   Feb 24 04:55 UTC 2013

Re #55: Read it again. It means that members can't sue the corporation. 
jep
response 59 of 91: Mark Unseen   Feb 24 16:40 UTC 2013

re resp:57: I thought 10% of the membership was required.  How many
members are there?  If there are less than 10, one member is 10%.
gelinas
response 60 of 91: Mark Unseen   Feb 26 22:51 UTC 2013

At last count, when I counted the votes for the election, there were sixteen
members.

Also, only two, not three, weeks of discussion are required.  So post the
final wording, at your convenience. :)
jep
response 61 of 91: Mark Unseen   Feb 27 03:51 UTC 2013

Reviewing the by-laws, my motion is as follows:

=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-


Shall the following changes be made to the by-laws?

By-Law change part A): Remove this section:

4.b.  Upon serving two consecutive terms on the BOD, a person must
      vacate the BOD for one year before being eligible to serve
      again.

By-Law change part B) Change the following:

The current bylaw 4.c. states:
4.c.  If an office is vacated before expiration of its term, an
      election to fill the vacancy shall take place within three
      months.  A partial term so created of six months or less will
      not count toward the two-consecutive-term limitation.

The new bylaw 4.c. should state:
4.c.  If an office is vacated before expiration of its term, an
      election to fill the vacancy shall take place within three
      months.
mary
response 62 of 91: Mark Unseen   Feb 27 13:26 UTC 2013

I will support this change.
gelinas
response 63 of 91: Mark Unseen   Feb 27 20:11 UTC 2013

A couple of friendly amendments?

"Remove section 4b, quoted below, and reletter the remaining sections
appropriately."

"Change the wording of the current bylaw 4.c, redesignated 4.b, as follows:"

"The new bylaw 4.b should state:"
cross
response 64 of 91: Mark Unseen   Feb 27 20:16 UTC 2013

+1 to Joe's suggestions.
jep
response 65 of 91: Mark Unseen   Feb 28 04:06 UTC 2013

Thanks, Joe!  Like this?

=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-


Shall the following changes be made to the by-laws?

By-Law change part A): Remove section 4b, quoted below, and re-letter
the remaining sections appropriately.

4.b.  Upon serving two consecutive terms on the BOD, a person must
      vacate the BOD for one year before being eligible to serve
      again.

By-Law change part B) Change the wording of the current bylaw 4.c,
redesignated 4.b, as follows:

The current bylaw 4.c. states:
4.c.  If an office is vacated before expiration of its term, an
      election to fill the vacancy shall take place within three
      months.  A partial term so created of six months or less will
      not count toward the two-consecutive-term limitation.

The new bylaw 4.b. should state:
4.c.  If an office is vacated before expiration of its term, an
      election to fill the vacancy shall take place within three
      months.
cross
response 66 of 91: Mark Unseen   Feb 28 06:01 UTC 2013

(typo in the last stanza: 4.c to 4.b)
gelinas
response 67 of 91: Mark Unseen   Mar 1 02:54 UTC 2013

OK, we now have the final wording, more or less, and one member's approval
for bringing it to a vote.  We also have a members's "if-so then-so." The
bylaws allow forty-eight hours for approval.  It seems to me that 24 have
elapsed.  Are there any additional approvals?  Do any who have already
approved wish to revoke that approval?

In the absence of an explicit revocation, I'm inclined to accept the "if-so
then-so" as an approval.

I think the midnight between March 1 and March 2, a reasonable time to close
the floor for approvals to vote on the motion.
denise
response 68 of 91: Mark Unseen   Mar 1 18:13 UTC 2013

I would approve this.
jep
response 69 of 91: Mark Unseen   Mar 2 02:30 UTC 2013

I corrected the typo.

=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-

Shall the following changes be made to the by-laws?

By-Law change part A): Remove section 4b, quoted below, and re-letter
the remaining sections appropriately.

4.b.  Upon serving two consecutive terms on the BOD, a person must
      vacate the BOD for one year before being eligible to serve
      again.

By-Law change part B) Change the wording of the current bylaw 4.c,
redesignated 4.b, as follows:

The current bylaw 4.c. states:
4.c.  If an office is vacated before expiration of its term, an
      election to fill the vacancy shall take place within three
      months.  A partial term so created of six months or less will
      not count toward the two-consecutive-term limitation.

The new bylaw 4.b. should state:
4.b.  If an office is vacated before expiration of its term, an
      election to fill the vacancy shall take place within three
      months.
gelinas
response 70 of 91: Mark Unseen   Mar 2 21:18 UTC 2013

I'm not feeling well today.  Also, I've run into a problem with backtalk that
may affect voting: I've not been able to log in from the web.  As soon as
those two problems are resolved, I'll set up the voting booth.  The election
will run ten days.  To pass, this amendment to the bylaws will need approval
from three-fourths of the members voting.
kentn
response 71 of 91: Mark Unseen   Mar 2 22:48 UTC 2013

The web bbs has been this way for a long long time.  The issue is that the
login uses http:// and we need https:// now.  This coming from the various
color schemes which set up the "Login now" link.  A work-around is to 
attempt to log in and when you get the error, edit the URL to add https
to it. 
jgelinas
response 72 of 91: Mark Unseen   Mar 3 01:46 UTC 2013

That's really . . . disappointing.  It starts from https, then switches
to  http?  Ugh.

I'm feeling better, but not better enough to set up the voting today.
kentn
response 73 of 91: Mark Unseen   Mar 3 02:24 UTC 2013

It's http in the backtalk scripts.  It doesn't change as far as I know.
We've got https on the front web page, so that gets you in that far,
but when you click on "Login now" it is http:// which doesn't work.
jep
response 74 of 91: Mark Unseen   Mar 3 02:26 UTC 2013

I do not think it's important to hold this vote quickly.  As long as
it's done in time for the next election, I think that is fine.
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