Church Operations Business

Discussion in 'Church of the Good Earth' started by Scorpio Kenny, Dec 29, 2012.

  1. Scorpio Kenny

    Scorpio Kenny Church of the Good Earth - ArchBishop

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    Hum, I think that we should all nominate Chris for pres. Right?

    LOL
    Course he'll say NO.

    Actually a lot of groups have governing boards, right? Like corporations like General Electric or Boeing could have share holder elected board or directors with 12 or 25 directors on their boards. Aren't they all officers of the corporation? All of these board members?

    I didn't know that you could somehow exempt a board member from being a part of the governing body of any corporation. I should think that if you were elected by the share holders to represent them and to have you govern the corporation, that you would automatically be the government of that corporation. Isn't that the same thing as being some sort of officer of that corporation, albeit a minor officer? I'm not sure.

    I thought that boards of directors are made up of maybe a dozen people who are all know as directors, hence the name board of directors. They all have votes in order to direct the corporation.
    Can these legally be listed as Not officers?

    If so, then maybe we should do that. I mean if that's legal to do.

    So, what you are saying I believe is that only the Pres, the General Secretary, and the General Treasure would be officers of a corporation, and the rest of the ruling board of director are NOT considered as officers of that corporation. Interesting.

    Well, if that's really the case than we can vote to change that one line in
    A: Executive Directors:

    Amend it, in other words.

    Are you certain that people who are on a board of director are not automatically officers of the company???

    Don't quite know which way to go. Maybe pay a grand or more for a lawyer, to find out.

    There are only 6 Executive Board Members. That's not a lot.

    I wonder if we'll ever have a president?
     
  2. Scorpio Kenny

    Scorpio Kenny Church of the Good Earth - ArchBishop

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    I think that what Chris read is this.

    A: Executive Directors: There may be General Board Members (a council, so to speak). These positions may not carry any specific demands or responsibilities. Each General Board Member has a vote on the Board on any item. This position shall be known as General Board Members, Executive Directors, Council Members, Directors or other titles. All Executive Directors of the Executive Board are officers of this corporation.

    These Executive Directors may have specific titles and assignments as needed and approved. These same may be Department Chairs or Committee Chairs.

    --------------------------------------------------

    Wah, is that the part that you are talking about? Are there other parts that you saw, as well?

    If this is a real problem, then we could amend it, and vote it out. This is a General Church Meeting, and we'd need a 2/3 vote to amend it. The question is do we need to amend it????

    Just means that we will file a little later.

    I only put that in so the any person who is a member of the board could feel important and equal to the member who have titles.
    It can be dropped.
     
  3. Scorpio Kenny

    Scorpio Kenny Church of the Good Earth - ArchBishop

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    The alternative way means that we have 6 actual officers and perhaps they all need to sign the tax forms. that's either 3 mailings of tax forms for signatures of 6 mailings for signatures, being mailed around to everybody. If they are all needed.
     
  4. Scorpio Kenny

    Scorpio Kenny Church of the Good Earth - ArchBishop

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    I'm going to go and drown my sorrows in Tacos. Yum! And eagerly await Tillerwah's replys.
    Hope to see 'em.
     
  5. Scorpio Kenny

    Scorpio Kenny Church of the Good Earth - ArchBishop

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    So, it over 2 hours later. I'm back. There are no comments from anyone. And Chris is long gone.
     
  6. beachdog67

    beachdog67 Member

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    I am a little confused by the following (this MAY be what Wah was talking about, I'm not sure):

    Are we establishing two groups, (1) an Executive Board and (2) Officers of the Corporation, or are we saying the Executive Board (which apparently is projected to comprise six members initially) will also function as Corporate Officers (only three enumerated here)?

    I'm really trying to help keep things moving by voting "Aye" whenever possible, but I've gotten confoosled.

    *********

    Also, I'd like to put in my claim for Officer in Charge of Fresh Coffee.

    Thanks,

    Ace/Bells/AC Smith/ DB Muggles/Bud J. Weiser
     
  7. beachdog67

    beachdog67 Member

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    NOTE: Don't expect rapid response from me on anything else today. I'm about to step AFMK and may or may not be back before night time.
     
  8. Scorpio Kenny

    Scorpio Kenny Church of the Good Earth - ArchBishop

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    There shall be an Executive Board with Board members or Directors
    Lets Say 6 people.
    A voting Board body.

    of whom there shall be the Officers of the corporation.
    Let say 3
    or pick a number between 1 and 10.
    This is initially meant to be the pres., General Secretary, and the General Treasurer, so lets say 3.

    It's kind of your second choice.

    I try to write things so that if the state or the fed ever comes along and tries to pin us down on anything then we can baffle them with bull shit, or we can go either way here and then justify it in writing in advance of their question.

    How am I doing so far, Ace?
    :rofl:

    Its a fine science.
     
  9. Ranger

    Ranger Hip Forums Supporter HipForums Supporter

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    I think we should consider setting it up so reports, tax form, etc require the least number of signers.
     
  10. Scorpio Kenny

    Scorpio Kenny Church of the Good Earth - ArchBishop

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    Yeah, If what Chris say is true. And I'd more that likely take his word for it. As in, better safe than sorry.

    Perhaps we should amend and remove that sentence that I posted on the top of this page. What I underlined.

    How you doing tonight?
    Kind of neat to have AC around, huh?

    --------------

    The thing is to put the breaks on the Cakes. She's super eager to throw things into the mail box. There's yer trouble. LOL
     
  11. Ranger

    Ranger Hip Forums Supporter HipForums Supporter

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    If you are sure you know how to amebd it go for it.

    We're fine, ya'll?

    It's good to see that ole dog back fer sure...
     
  12. Scorpio Kenny

    Scorpio Kenny Church of the Good Earth - ArchBishop

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    Okay, if yer going to bust me for typing too fast, then I'm not going to nominate you for president.

    LOL
     
  13. Scorpio Kenny

    Scorpio Kenny Church of the Good Earth - ArchBishop

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    Hey Mike, you want to run for an office, or are you happy being on the Executive Board? Should I nominate you for something, Brother?

    Please note: That you are not allowed to Second your own nomination. LOL Really.
     
  14. Ranger

    Ranger Hip Forums Supporter HipForums Supporter

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    You better not!
     
  15. Tillerwah

    Tillerwah Member

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    Hi Ranger Hi Kenny et al
    I was at Doctors getting the final final clearance to fly.

    Before I start I admit I spell like shit here goes..................

    Ranger here is what I did after I tried to be more complicated in my first attempt at forming our Foundation in Halawa that was tried to be inclusive of everyone who said they wanted in,,,,it FAILED MISERABLY!!!!.

    The Second time around I got some NON Profit education and help and then started over FROM SCRATCH..AFTER I WASTED TWO YEARS TRYING TO APPEASE everyone who initally said OH I WANT IN!!

    ON ROUND TWO I was the Incororator, We did a 1 page ARTICLES OF INCOPORATION STATEMENT all legal.. Filed them got the EIN etc. THEN I got STANDARD NONPROFIT SET OF GENERAL BYLAWS which were to be reviewed at the first meeting and edited and voted on AT that meeting as the Coporate BYLAWS.

    OH YEAH when I started over, I started with ONLY the 3 People who REALLY wanted/were willing is a better term/ to put their ass on the line to be the Directors...AFTER doing all the EIN shit and applyed for the State stuff got all shit LEGAL THEN we began over.. By having our FORMAIONAL MEETING

    AT first here is what we had!!

    1. A Board of Directors of 3 which was enlarged to 5 when we were able to get good folks on the board, We had a specific GOAL in the beginning RESTORATION of the old IRRAGATION SYSTEM to AGAIN be able to FARM AND INCOPORATE the CREATION of ELECTRICITY )as we are off grid) in totally alternative methods. That was the FIRST GOAL and we decided that we would try to do this on a 3 year timetable....

    THIS was all discussed and our Bylaws reviewed and edited to fit our needs, approved by us, ALL done in our formational meeting where we sat and went over our shit again, Bylaws/Banking abilities/Legal status and what it ment and how to avoid loseing it by phucking up AND then AFTER we all 3 KNEW we were Legal ESTABLISHED, AND HAD A PURPOSE that we could begin to accomplish, we voted to turn our FORMATIONAL MEETING into OUR FIRST ANNUAL MEETING!!

    We already knew that there were 5 others who wanted to be part of the company so to speak SO we as the DIRECTORS moved to then CONTINUE ON AND ELECT the first Officers (we tape recorded it all to transcribe these into minutes by the Secetary, of our DIRECTORS MEETTING to be later placed for the Coporate Book)

    We elected (which was almost like appointing really as we knew what each wanted to do) the FIRST Pres, VP, SEC/Treasureer and then turned the meeting over to them. discussed stuff if needed as they took the meeting into the direction of getting the project going!!

    A QUICK ASIDE here is needed....Currently as the Directors we ANNUALLY review the events of the past year , look at the progress of the previous years goals, how did the Foundation do to achieve them etc, review the financials, and then discuss how to move forward with the Foundation in attaining the goals we want.

    OK BACK to the meeting......

    THEN after we have done that we look at the folks who WE APPOINTED through OUR VOTES the previous year as our operational OFFICERS, AGAIN These officers consist of only the following
    President
    VP
    SEC
    Treasuarer

    These are the OFFICERS OF the Foundation who run the Day to Day issues that we as Directors DIRECTED them to work on for the year/Project/Job etc. This allows us as DIRECTORS of a 501c3 to spend our major efforts on SPREADING THE NEWS about us to organazations like the Nature Conservancy, Trust for Public Lands etc because these organazitions are also 501c3 that HAVE MONEY to GRANT OUT every year to OTHERS to do things. AND As the Directors We review the annual stuff and REVIEW ALL INFORMATION before it is submitted to the Feds or Entities that need reports etc. Sometimes we will designate that the CURRENT PRESIDENT follow up on a possiablity of a Grant in lets say ALTERNATIVE ENERGY Projects.

    ANY WAY with out getting anymore into what we are and what do we do in Short.....
    OUR DIRECTORS (ALWAYS an odd number) Present to each other canditates for our operating OFFICERS Then we vote on them, then we let them lose to go out and tackel the OPERATIONS of our projects. The Officers in turn report back to us progress, impediments, needs, etc, on a monthlt or 1/4ly basis.

    This is simple and works.... FOR US!!! AND by US Directors APPOINTING BY VOTING them into TOP positions for what they want to do PUTS the folks who WANT to tackel issues or projects in CHARGE and we do not have to BABYSIT or worry unless they report back to us that they need Help.

    ALSO WE ONLY have at most 5 officers and sometimes only three as a VP is not always needed and some stuff is small enough where a SECETARY and a TREASUARE can be combined.

    Our Bylaws allow us to add more OFFICERS if needed (AND the BYLAWS allows us to increase our BOARD OF DIRECTORS if we feel the need for more GOOD QUALIFED folks Our Bylaws also state we must ALWAYS do this in ODD numbers to avoid ties in voting as ties can shut down things if people or egos or just differences of opinion are equally split...SO an ODD number of Directors insures that this does not happen,) back to the officers....If people have submitted to us in the previous year request to work with us or want to have us work with or for them or if they have an Idea,project, grant possibility, we ask them if they want to be the leader of their request. IF they want to utilize the POWER WE HAVE as a 501C3 to get a grant say for improving the living conditions in the Valley by getting money to do a SOLAR energy project for their house or a need to have a space to meet in the Valley to bring kids in for Cultural activities etc we can then decide AS THE DIRECTORS how many projects we want to try to help out with for the next year etc.

    Did I answer the Question...WHAT WOULD I DO??? LOL Peace and love to all it is work and not a whimsical endevor to do these things!!!

    ww
     
  16. shameless_heifer

    shameless_heifer Super Moderator

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    I motion to strike: All Executive Directors of the Executive Board are officers of this corporation. from Article 111 of Section 5, A

    Do I have a second
     
  17. shameless_heifer

    shameless_heifer Super Moderator

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    Hi Chris,
    Thank you so much for all your wonderful suggestions and helping us get on the right track. I do wish you had more time available to actually be on the Board Of Directors.

    You have vast experience and knowledge in the non profit area.

    I do understand tho and appreciate all that you are contributing

    love ya
     
  18. shameless_heifer

    shameless_heifer Super Moderator

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    in lue of what Chris has said, I'm wondering if our mission statement should end with

    " But Not Limited To"




    "It is hoped that in this unity we may grow to have the ability to help each other and to help others, and to help the poor, the homeless, the hungry, the addicted, and any who may be in need of help or direction." But Not Limited To
     
  19. Scorpio Kenny

    Scorpio Kenny Church of the Good Earth - ArchBishop

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    I would like to second the current motion regarding Article 111 of Section 5, A.

    remove the last sentence:

    "All Executive Directors of the Executive Board are officers of this corporation."

    As Tillerwah pointed out, we DO NOT want this many people having to all sign Tax documents and ALL official reporting document. The 3 titled officers are sufficient.
     
  20. shameless_heifer

    shameless_heifer Super Moderator

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    The motion has been second to strike
    "All Executive Directors of the Executive Board are officers of this corporation."

    We may now vote on it.

    I vote to strike "All Executive Directors of the Executive Board are officers of this corporation."
     

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