[no subject]

["Bob McCaw" <rmccaw@mediaone.net>]

I am in the process of drafting the necessary documents to incorporate the
AGA in Massachusetts.  I have a June 2 posting by Erik Olson which gave some
parameters for the incorporation, and I will follow those parameters as
closely as possible.

I have a few questions:

1.    Massachusetts law requires that a corporation have the word
"Corporation", "Limited", or "Incorporated" in its name.  I have dubbed the
AGA the "Aquatic Gardeners Association, Inc."  If anyone objects, please let
me know.

2.    Massachusetts law requires that a corporation have a President, a
Treasurer, and a Board of Directors.  This terminology is somewhat different
than the AGA currently uses, although I think the differences are primarily
semantical.  The Steering Committee will be the equivalent of the Board and
I will draft the documents to state that the two are the same.  I have
assumed that the current Chair is the equivalent of the President and the
Financial Secretary is the equivalent of the Treasurer.

When filing documents with the state, I need to give the name of the
President, Treasurer and Directors of the AGA as of the time of
incorporation.  Mary suggested that I name Bob Cashin the President, David
Lass the Treasurer, and name Neil Frank, Erik Olson, Karen Randall and
Dorothy Reimer as the remaining Directors.  Please let me know if this poses
any problem.

3.    Parameter #3 of Erik's posting states that the Steering Committee
(a/k/a the Board of Directors) will consist of six people, one of which is
the Chair.  As I read Parameter #3, each Director will have a vote, and the
Chair will have, in effect, another vote in case of a tie.  Mary, however,
tells me I may be reading this wrong, and that the Chair will not have a
vote *except* in case of a tie vote of the other members of the Steering
Committee.  Please let me know which reading is correct.

4.      I don't believe Parameter #4 works as intended.  If there are six
members on the Steering Committee, and only two are elected each year, then
each member must have a three year term.  If the desire is for each member
to have a two year term, then three must be elected each year.  Please let
me know what the intention is here.

I will be out of town between July 29 and August 19.  I will post a copy of
the articles of incorporation and by-laws before I leave so that people can
review them.  I will make some assumptions regarding the above questions,
but it won't be any problem to revise the by-laws if my assumptions prove
incorrect.  Input will be greatly appreciated!

Bob McCaw