On Fri, May 16, 2008 at 11:09 AM, Joshua D. Drake <jd@commandprompt.com> wrote:
> This is what the attorney came back with for the Section 3.2 problem.
>
> Begin forwarded message:
>
> Date: Fri, 16 May 2008 09:30:19 -0700
> From: "Hitchcock, Greg" <greghitchcock@dwt.com>
> To: "Joshua D. Drake" <jd@commandprompt.com>
> Subject: Bylaws
>
>
> Hi Joshua:
>
> Here is the language to stagger the terms of directors within a year,
> i.e., having new terms start in October for 4 directors and in April for
> 3 directors (after the initial directors serve their three year terms).
>
> ARTICLE II. Section 4. Annual Meetings.
> Members shall hold two meetings during each calendar year for the
> purpose of electing the Board of Directors of the Corporation and
> transacting such other business as may be properly brought before the
> meeting. These meetings are referred to as the annual meeting and the
> semi-annual meeting. Additional meetings of the members may be held as
> necessary. The Board of Directors shall designate such date, time and
> place as it may choose for member meetings; provided, however, the
> annual meeting and the semi-annual meeting of the members shall be held
> approximately six months apart.
>
> ARTICLE III. Section 3. Term.
> 1. The term of each member of the Board shall be one year, except
> for the initial term of the initial Directors. Up to four new Directors
> will be elected at the first annual meeting, and the term of such
> positions will expire each year at the annual meeting of the members.
> 2. Notwithstanding the standard term in Section 3.1
> above, the initial term for each of the three initial appointed
> Directors is three years, ending at the semi-annual member meeting in
> 2011. The terms for such Director positions shall thereafter be one
> year and shall expire at the semi-annual meeting of the members.
>
> 3. If additional Director positions are added, such
> Directors will be allocated to those who terms expire at the annual
> meeting and those whose terms expire at the semi-annual meeting for the
> purpose of maintaining approximately equal groups of Directors whose
> terms expire at the annual meeting and the semi-annual meeting of the
> members. There shall be no limit on the number of terms which a
> Director may serve. A Director shall hold office for the time for which
> he or she is elected or until his or her successor is elected and
> qualified or until his or her resignation or removal.
>
> Section 4. Election Procedure.
> At each annual meeting of the Board, the successors to the Directors
> whose terms expire at the annual meeting shall be elected. At the
> semi-annual meeting of the Board, the successors to the Directors whose
> terms expire at the semi-annual meeting shall be elected.
>
> If you believe that having two meetings (and they can be held by proxy
> vote) will be too cumbersome. We could look at having members elect all
> directors at the annual meeting, but having the terms of 1/2 start six
> months later. Or the four elected board members could appoint the other
> three at the six month period. I don't either of those works as well as
> the above. Let me know what you think.
>
> Greg Hitchcock | Davis Wright Tremaine LLP
> 1300 SW Fifth Avenue, Suite 2300 | Portland, OR 97201
> Tel: (503) 778-5327 | Fax: (503) 276-5813
> Email: greghitchcock@dwt.com | Website: www.dwt.com
> <http://www.dwt.com/>
>
> Anchorage | Bellevue | Los Angeles | New York | Portland | San Francisco
> | Seattle | Shanghai | Washington, D.C.
>
>
> Circular 230 - To comply with IRS rules, we must inform you that this
> message (including any attachment) if it contains advice relating to
> federal taxes, was not intended or written to be used, and it cannot be
> used, for the purpose of avoiding penalties that may be imposed under
> federal tax law. Under these rules, a taxpayer may rely on professional
> advice to avoid federal tax penalties only if that advice is reflected
> in a comprehensive tax opinion that conforms to stringent requirements
> under federal law.
>
>
>
> --
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>
>
> Hi Joshua:
>
> Here is the language to stagger the terms of directors within a year, i.e., having new terms start in October for 4 directors and in April for 3 directors (after the initial directors serve their three year terms).
>
> ARTICLE II. Section 4. Annual Meetings.
>
> Members shall hold two meetings during each calendar year for the purpose of electing the Board of Directors of the Corporation and transacting such other business as may be properly brought before the meeting. These meetings are referred to as the annual meeting and the semi-annual meeting. Additional meetings of the members may be held as necessary. The Board of Directors shall designate such date, time and place as it may choose for member meetings; provided, however, the annual meeting and the semi-annual meeting of the members shall be held approximately six months apart.
>
> ARTICLE III. Section 3. Term.
>
> 1. The term of each member of the Board shall be one year, except for the initial term of the initial Directors. Up to four new Directors will be elected at the first annual meeting, and the term of such positions will expire each year at the annual meeting of the members.
>
> 2. Notwithstanding the standard term in Section 3.1 above, the initial term for each of the three initial appointed Directors is three years, ending at the semi-annual member meeting in 2011. The terms for such Director positions shall thereafter be one year and shall expire at the semi-annual meeting of the members.
>
> 3. If additional Director positions are added, such Directors will be allocated to those who terms expire at the annual meeting and those whose terms expire at the semi-annual meeting for the purpose of maintaining approximately equal groups of Directors whose terms expire at the annual meeting and the semi-annual meeting of the members. There shall be no limit on the number of terms which a Director may serve. A Director shall hold office for the time for which he or she is elected or until his or her successor is elected and qualified or until his or her resignation or removal.
>
> Section 4. Election Procedure.
>
> At each annual meeting of the Board, the successors to the Directors whose terms expire at the annual meeting shall be elected. At the semi-annual meeting of the Board, the successors to the Directors whose terms expire at the semi-annual meeting shall be elected.
>
> If you believe that having two meetings (and they can be held by proxy vote) will be too cumbersome. We could look at having members elect all directors at the annual meeting, but having the terms of 1/2 start six months later. Or the four elected board members could appoint the other three at the six month period. I don't either of those works as well as the above. Let me know what you think.
>
> Greg Hitchcock | Davis Wright Tremaine LLP
> 1300 SW Fifth Avenue, Suite 2300 | Portland, OR 97201
> Tel: (503) 778-5327 | Fax: (503) 276-5813
> Email: greghitchcock@dwt.com | Website: www.dwt.com
>
> Anchorage | Bellevue | Los Angeles | New York | Portland | San Francisco | Seattle | Shanghai | Washington, D.C.
>
> Circular 230 - To comply with IRS rules, we must inform you that this message (including any attachment) if it contains advice relating to federal taxes, was not intended or written to be used, and it cannot be used, for the purpose of avoiding penalties that may be imposed under federal tax law. Under these rules, a taxpayer may rely on professional advice to avoid federal tax penalties only if that advice is reflected in a comprehensive tax opinion that conforms to stringent requirements under federal law.
>
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