Who changed the venue? I saw something related in my "scam mail" box, which got flushed. Who made this decision?
I also did not see how a vote to an executive director position (which MUST be a paid or volunteer with legal accountabilty NON BOARD OF DIRECTOR position) got onto the agenda. A motion can be made in the meeting, but we cannot designate an ED that is a board member. A 501(c)3 does not work that way. Period. Someone can resign from the board, then put themselves up for an announced position, or they may take part in the decision to designate one, then resign and request to be considered, but you can't have the cake and eat it too.
And yes, if the board members in good standing are not present, we cannot elect an officer either. We COULD hire an ED with a quorum, but we cannot elect officers. That was the whole point behind requiring the attendance at the electoral board to remain a board member. It ensured that all board members were present ipso facto.
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Your statement that the Executive Director can not be on the board contradicts the bylaws in Article VIII, Section 2, that states:
"The Executive Director is expected to to attend all board meetings, if possible, and is required to serve on the board"
That seems very clear...
Agreed. One of the points of initiating the proposal that we review the bylaws was to ensure that they actually complied with 2CFR:102+. I have not seen any action to this effect, but my concerns are still there. As a charitable organization it is generally best that any seeming diversion from the code of federal regulations, or even common accepted practices is avoided. This would not, as I well know, pass a Council on Accreditation review.
While the arguments opposing my statements obviously do have grounds, I am in no way prepared to chair a board meeting in the midst of controversy without attendance of a more complete board. By all means, draft an action and circulate it to the board members, but this an important policy change. If you want to ACT as an executive director, by all means, you have my support to do so for and in the name of OEMR.
I am probably not going to be on the board much longer, so it is not appropriate for me to instigate anything myself.
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A google calendar reminder was then sent out for the call time and venue to the OEMR board and committee members on 4/1/16 and also today. To avoid confusion, I'll send out a direct email today.
-brady
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Yep, we agreed at the last meeting to try out ZOOM for this. As stated I am out of the country tomorrow, the meeting time, for me, is 2am... not going to be there.
I have not seen the more detailed proposal from Brady (that was requested by Kevin) for what his vision is for Exec Dir, I would like to see that before making a descision.
I do not think this descision is mission critical. It's just a vote for a title, there is nothing required about this that Brady (or anyone else) couldn't start doing now without a vote on this topic.
I am against electing a Vice Chair at this time for the same reason, this is not urgent.
Stephen is making good progress on the Treasurer role.
MU2 is the only thing on the plate that is urgent.
--Tony
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One other thing I should of added to the list of things I'd like to focus on is for the OEMR organization to follow the bylaws and parliamentary procedures.
The issue of whether the board votes for the Executive Director today will be decided by the board at the board meeting today and will not by decided by individual board members. The issue of the Vice Chair will also be discussed by the board today and the bylaws (and parliamentary procedures) will also be followed regarding this.
A couple of things that need to be clarified, per the bylaws:
1. The Executive Director is required to be on the board.
2. Voting proxies can not be used by board members at board meetings (they are used at member meetings).
3. Actions can only be made during the board meeting if a quorum is met.
I agree MU2 is very important, which is also on the agenda.
-brady
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So, you are saying that this is on the agenda no matter what? That, or scorched earth? Very nice palace coup Mr. Miller. Clapping Bravo.
Very well, you may have Austria for now. Since I cannot call into your meeting you intend to chair and set the agenda for, I no longer have to wait. My stomach is too upset and I have lost too much sleep last night to enjoy it, but it looks like I have won the bet I made on January 12. I have a 6-pack of very expensive beer and a strawberry rhubarb pie coming to me, won with 48 days to spare.
COPY: Notice to the Board of Directors, OEMR.org 501(c)3 (inactive).
This is Art Eaton. I am hereby stepping down from the role of Secretary, and resigning my position from the board of directors.
If you would like to refer to this comment somewhere else in this project, copy and paste the following link:
I am saying an individual board member(even the chair of the meeting) can not decide what is and what is not discussed and what is and what is not acted on at the board meeting. If the board wishes to discuss it, then a motion can just be made. The agenda is meant to organize the meeting, and is not meant to be used as a tool by an individual board member to dictate actions by the board. And if you do not show for the meeting, then per the bylaws, the Treasurer will chair the meeting. And, again, no actions can even happen if there is no quorum met. If there is a quorum, though, the board will proceed with the meeting.
-brady
Last edit: Brady Miller 2016-04-13
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Thanks for the link, I missed that while traveling.
Actually the Chair sets the agenda for the meetings (according to the bylaws), I have the authority to decide what will be on that agenda.
I would recommend that we postpone the vote for new positions at this time. As stated, there is nothing urgent about the Exec Dir or Vice Chair positions in the OEMR at this time. We are just getting our organization back to a active state and there is plenty to do on the plate with Finance, mission and MU. No need to rush to fill vacant seats yet.
It would be good to start the discussion on nominations for a replacement Secretary and for a Vice Chair so that we can find suitable volunteers for those open positions as well.
--Tony
Last edit: Tony McCormick 2016-04-13
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The Bylaws state that the Chair sets the agenda for a meeting, however there appears to be nothing in the Bylaws that the Chair dictates the Order of Business.
The nomination of the Executive Director is old business from the Mar. 12th meeting.
The attachment is from the Parliamentary Procedures handbook sent to all OEMR members last month.
The Bylaws have no provision for the Chair to table the nomination unilaterally. Such a motion must be voted upon & approved by a majority of the Board.
The fact that offices have not been filled is precisely the reason that OEMR continues to struggle with the 501(c)(3) status & the prolonged delays with MU2 Certification.
With the Chair in Ireland & the Secretary resigning; it is more critical, not less urgent, to have leadership positions filled as soon as humanly possible.
The Chair should encourage the nomination of Executive Director go forward, rather than give the appearance of impeding democratic processes.
Please mark your calendar for upcoming meeting on Saturday, March 12, 2016 at 11 a.m. PST.
Daylight Savings Time does not start until the next day Sunday, March 13, 2016.
Tomorrow there will an OEMR meeting at 6 p.m. Pacific Time.
Important agenda items: Exempt Status report, Executive Director & Co-Chair elections, MU2 Certification status & Financial Report.
We will be recording the meeting. If you don't want to be recorded, save the thought for off-the-record comments via other methods.
Please do your best to attend. We need a quorum.
Last edit: fsgl 2016-04-12
Probably won't make it. However, I designate Art Eaton as my proxy in the matter of the Executive Director decision.
Last edit: Kevin Yeh 2016-04-12
Proxy voting is only available for general meetings.
Directors must attend in order to vote on elections of officers.
I misread that section of the Bylaws.
Venue has changed.
See details.
Who changed the venue? I saw something related in my "scam mail" box, which got flushed. Who made this decision?
I also did not see how a vote to an executive director position (which MUST be a paid or volunteer with legal accountabilty NON BOARD OF DIRECTOR position) got onto the agenda. A motion can be made in the meeting, but we cannot designate an ED that is a board member. A 501(c)3 does not work that way. Period. Someone can resign from the board, then put themselves up for an announced position, or they may take part in the decision to designate one, then resign and request to be considered, but you can't have the cake and eat it too.
And yes, if the board members in good standing are not present, we cannot elect an officer either. We COULD hire an ED with a quorum, but we cannot elect officers. That was the whole point behind requiring the attendance at the electoral board to remain a board member. It ensured that all board members were present ipso facto.
Hi Art,
Bylaws can be found here:
http://www.open-emr.org/wiki/images/2/2f/OEMR_2010-10-28_Bylaws.pdf
Per the bylaws, the nomination for the Executive Director was posted here by the Personnel Committee here:
https://sourceforge.net/p/openemr/discussion/oemr_501c3/thread/c7822498/
Your statement that the Executive Director can not be on the board contradicts the bylaws in Article VIII, Section 2, that states:
"The Executive Director is expected to to attend all board meetings, if possible, and is required to serve on the board"
That seems very clear...
-brady
OpenEMR
Agreed. One of the points of initiating the proposal that we review the bylaws was to ensure that they actually complied with 2CFR:102+. I have not seen any action to this effect, but my concerns are still there. As a charitable organization it is generally best that any seeming diversion from the code of federal regulations, or even common accepted practices is avoided. This would not, as I well know, pass a Council on Accreditation review.
While the arguments opposing my statements obviously do have grounds, I am in no way prepared to chair a board meeting in the midst of controversy without attendance of a more complete board. By all means, draft an action and circulate it to the board members, but this an important policy change. If you want to ACT as an executive director, by all means, you have my support to do so for and in the name of OEMR.
I am probably not going to be on the board much longer, so it is not appropriate for me to instigate anything myself.
Regarding the venue change, the new conference call service was announced on 3/21/16 in this thread:
https://sourceforge.net/p/openemr/discussion/202506/thread/77775cfe
A google calendar reminder was then sent out for the call time and venue to the OEMR board and committee members on 4/1/16 and also today. To avoid confusion, I'll send out a direct email today.
-brady
Yep, we agreed at the last meeting to try out ZOOM for this. As stated I am out of the country tomorrow, the meeting time, for me, is 2am... not going to be there.
I have not seen the more detailed proposal from Brady (that was requested by Kevin) for what his vision is for Exec Dir, I would like to see that before making a descision.
I do not think this descision is mission critical. It's just a vote for a title, there is nothing required about this that Brady (or anyone else) couldn't start doing now without a vote on this topic.
I am against electing a Vice Chair at this time for the same reason, this is not urgent.
Stephen is making good progress on the Treasurer role.
MU2 is the only thing on the plate that is urgent.
--Tony
Hi Tony,
Thanks for posting your thoughts.
I posted my response to Kevin's questions a week ago here:
https://sourceforge.net/p/openemr/discussion/oemr_501c3/thread/c7822498/#6d99
One other thing I should of added to the list of things I'd like to focus on is for the OEMR organization to follow the bylaws and parliamentary procedures.
The issue of whether the board votes for the Executive Director today will be decided by the board at the board meeting today and will not by decided by individual board members. The issue of the Vice Chair will also be discussed by the board today and the bylaws (and parliamentary procedures) will also be followed regarding this.
A couple of things that need to be clarified, per the bylaws:
1. The Executive Director is required to be on the board.
2. Voting proxies can not be used by board members at board meetings (they are used at member meetings).
3. Actions can only be made during the board meeting if a quorum is met.
I agree MU2 is very important, which is also on the agenda.
-brady
So, you are saying that this is on the agenda no matter what? That, or scorched earth? Very nice palace coup Mr. Miller. Clapping Bravo.
Very well, you may have Austria for now. Since I cannot call into your meeting you intend to chair and set the agenda for, I no longer have to wait. My stomach is too upset and I have lost too much sleep last night to enjoy it, but it looks like I have won the bet I made on January 12. I have a 6-pack of very expensive beer and a strawberry rhubarb pie coming to me, won with 48 days to spare.
COPY: Notice to the Board of Directors, OEMR.org 501(c)3 (inactive).
This is Art Eaton. I am hereby stepping down from the role of Secretary, and resigning my position from the board of directors.
Hi Art,
I am saying an individual board member(even the chair of the meeting) can not decide what is and what is not discussed and what is and what is not acted on at the board meeting. If the board wishes to discuss it, then a motion can just be made. The agenda is meant to organize the meeting, and is not meant to be used as a tool by an individual board member to dictate actions by the board. And if you do not show for the meeting, then per the bylaws, the Treasurer will chair the meeting. And, again, no actions can even happen if there is no quorum met. If there is a quorum, though, the board will proceed with the meeting.
-brady
Last edit: Brady Miller 2016-04-13
Thanks for the link, I missed that while traveling.
Actually the Chair sets the agenda for the meetings (according to the bylaws), I have the authority to decide what will be on that agenda.
I would recommend that we postpone the vote for new positions at this time. As stated, there is nothing urgent about the Exec Dir or Vice Chair positions in the OEMR at this time. We are just getting our organization back to a active state and there is plenty to do on the plate with Finance, mission and MU. No need to rush to fill vacant seats yet.
It would be good to start the discussion on nominations for a replacement Secretary and for a Vice Chair so that we can find suitable volunteers for those open positions as well.
--Tony
Last edit: Tony McCormick 2016-04-13
The Bylaws state that the Chair sets the agenda for a meeting, however there appears to be nothing in the Bylaws that the Chair dictates the Order of Business.
The nomination of the Executive Director is old business from the Mar. 12th meeting.
The attachment is from the Parliamentary Procedures handbook sent to all OEMR members last month.
The Bylaws have no provision for the Chair to table the nomination unilaterally. Such a motion must be voted upon & approved by a majority of the Board.
The fact that offices have not been filled is precisely the reason that OEMR continues to struggle with the 501(c)(3) status & the prolonged delays with MU2 Certification.
With the Chair in Ireland & the Secretary resigning; it is more critical, not less urgent, to have leadership positions filled as soon as humanly possible.
The Chair should encourage the nomination of Executive Director go forward, rather than give the appearance of impeding democratic processes.
Last edit: fsgl 2016-04-15
You can interpert the bylaws how you will, my opinions about it stand. Good Night.
Good morning, I am also a big fan of the First Amendment.
A professorship can be endowed for Contitutional Law & master degrees can be conferred.
Fortunately our little Bylaws is only 14 pages long, thus not particularly difficult to parse.
It is not the bible of Parliamentary Procedures, nor was it meant to be.