robertdown wrote on Sunday, April 24, 2016:
Hello,
In preparation for the May Board Meeting.
I will need a spot on the agenda to read in the results of the Exec Director vote, I believe this should be under “Unfinished Business.”
Minutes from April’s meeting can be found at https://sourceforge.net/p/openemr/discussion/oemr_501c3/thread/4d9a3a0c/#72c0
A link to the minutes from the Special Meeting will be posted here as well.
Regards,
Robert
OpenEMR
fsgl wrote on Thursday, April 28, 2016:
Because Sena will be presiding over the next meeting, I will request that he put the discussion of the election of the new Chair into the agenda.
It had been tabled from the Special Meeting yesterday.
Thanks, Sena.
visolve1995 wrote on Thursday, April 28, 2016:
No problem.
Brady, I assume you will be sending out the agenda, the dial in details etc
etc.
BTW, I have not read the by-law. Do we also need to elect a president?
Regards,
Sena
On Thu, Apr 28, 2016 at 6:32 PM, fsgl fsgl@users.sf.net wrote:
Because Sena will be presiding over the next meeting, I will request that
he put the discussion of the election of the new Chair into the agenda.It had been tabled from the Special Meeting yesterday.
Thanks, Sena.
Board Meeting - Wednesday May 11, 2016
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tmccormi wrote on Thursday, April 28, 2016:
Sena,
The agenda is now your responsibility until a new chair is elected. Please read the byLaws, the whole point of having a Vice Chair is for them to step in when the Chair is not available.
bradymiller wrote on Thursday, April 28, 2016:
Hi Sena,
Don’t worry; we are all learning how to do this. We’ll gladly help you with creating an agenda (I’ll send you an email). Regarding a chair(ie. president), the board will likely nominate and possibly elect a Chair at the next meeting.
-brady
visolve1995 wrote on Thursday, April 28, 2016:
Whew 
-Sena
On Thu, Apr 28, 2016 at 11:59 PM, Brady Miller bradymiller@users.sf.net
wrote:
Hi Sena,
Don’t worry; we are all learning how to do this. We’ll gladly help you
with creating an agenda (I’ll send you an email). Regarding a chair(ie.
president), the board will likely nominate and possibly elect a Chair at
the next meeting.-brady
Board Meeting - Wednesday May 11, 2016
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visolve1995 wrote on Thursday, April 28, 2016:
This one is an easy one Tony :-)!
For the Board Meeting on May 11th:
Agenda item #1: Elect a chair person.
Please let me know if you want to add other items to the Agenda.
-Sena
tmccormi wrote on Friday, April 29, 2016:
Good start. You’ll get the hang of I’m sure 
visolve1995 wrote on Wednesday, May 04, 2016:
Team,
Here is the Agenda for May 11, 2016 OEMR Meeting:
Call to Order
Approval of Minutes
-April 13, 2016 Board Meeting
-April 27, 2016 Special Board Meeting
Financial Report
MU2 Report
Membership
-Discuss membership
-fsgl requests to be admitted as a general member
Unfinished Business
-Discuss election of new Chair.
New Business
-Board to discuss authorization of the Treasurer to sign and issue
checks, per Article 9 / Section 3 of bylaws.
-Changing the OEMR Principle Office address and Mailing Address, per Article 1 / Section 2 of bylaws.
Adjourn Meeting
Regards,
Sena Palanisami
bradymiller wrote on Thursday, May 05, 2016:
Hi,
Regarding the Membership, I would like to clean this up a bit. According to the bylaws, members need to be voted in by a majority of the board. In the remote past, members were apparently added with no record of this (ie. there are no recorded members at this time). There was also a tiered member structure added at board meeting on 2/20/2011 and being a member required paying a substantial due. MEETING MINUTES
OEMR BYLAWS
According to bylaws, members will need to meet a quorum when we have member meetings. Thus, as with board members, it is much more crucial to have members that will show up to meetings and participate than pay a due.
My proposal for the meeting next week when we discuss Membership is the following:
-brady
tmccormi wrote on Thursday, May 05, 2016:
The point of adding membership dues was to provide a source of revenue. This is common practice in fully functioning organizations. See the OSEHRA.org for an example.
I suggest we drop the voting part and make membership be a dues based system, period. Every other 501c3 that I am a member of costs me between $25/yr and $100/yr to be a voting member (regardless of my status on the board, in fact, you can’t be elected to the board unless you have a current, active, paid up membership)
robertdown wrote on Friday, May 06, 2016:
I think we should examine the why behind the dues and what we are attempting to accomplish with membership.
What benefits are we providing members? I pay for membership to a pre-professional association but in exchange I get various opportunities and support as well as an advocacy group for my needs. What does OEMR offer its’ members?
I think we must answer that question first before deciding on a dollar amount for dues.
On May 5, 2016, at 14:07, Tony McCormick <tmccormi@users.sf.netmailto:tmccormi@users.sf.net> wrote:
The point of adding membership dues was to provide a source of revenue. This is common practice in fully functioning organizations. See the OSEHRA.orghttp://osehra.org for an example.
I suggest we drop the voting part and make membership be a dues based system, period. Every other 501c3 that I am a member of costs me between $25/yr and $100/yr to be a voting member (regardless of my status on the board, in fact, you can’t be elected to the board unless you have a current, active, paid up membership)
Board Meeting - Wednesday May 11, 2016https://sourceforge.net/p/openemr/discussion/oemr_501c3/thread/65728454/?limit=25#30a4
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bradymiller wrote on Friday, May 06, 2016:
Hi,
OEMR BYLAWS LINK
(pertinent Members sections are in Articles III-V)
I think we may be skipping over the basics here. The OEMR organization is still a ways away from becoming a fully functioning organization.
For the OEMR organization to function and continue to build a proper foundation, actual actions and motions need to happen. And, in order for that to happen, quorums have to be meet by both the Board Meetings and the regular Member Meetings.
Thus the importance of both Board Members and Regular Members should focus on actual participation rather than getting distracted with the issue of dues. For example, fsgl has shown up to every board meeting since 1/2016, thus would make an ideal member. If on the contrary we instead allowed 10 members that paid $25 per year, but didn’t participate, then a quorum would never happen and nothing could be accomplished.
-brady
fsgl wrote on Friday, May 06, 2016:
The resolution from the Feb. 10, 2011 meeting:
Basic Membership ($100/year)-one vote per member to elect the Board of Directors
Enhanced Membership ($500/year) – includes all privileges of basic Membership plus a Certified copy of Open EMR software.
Corporate Membership ($1,000/year) – includes all privileges of Enhanced Membership plus recognition on the Company website and the ability to purchase additional Certified copies of Open EMR software for $500 per copy.
From the Bylaws, Article III, Section 1:
…the corporation may admit members for no consideration or for such consideration as is determined by the board of directors.
Although the motion was passed on 2/10/11, there were no amendments to the Bylaws; so the resolution does not carry the full force of law.
“Consideration” means dues or $500 for additional copies of OpenEMR. Each time there is any action to generate additional sources of revenue, a charity must advise the IRS by filing another Form 1023 & waiting for another Determination Letter. There appears to be no 1023 filed nor Determination Letter received, relating to dues or the $500 charge.
A tax-exempt organization must exercise extreme caution initiating dues or charging for goods & services; because a charity can easily morph from a non-profit to a for-profit organization; thus losing its 501(c)(3) status, without even realizing it.
Loss of the 501(c)(3) status is the death knell of a charity.
robertdown wrote on Thursday, May 12, 2016:
A board meeting of the OEMR, was held virtually, on May 11, 2016. The meeting convened at 21:03 Eastern Daylight Time, Vice-Chairman Sena Palanisami presiding, and Robert Down, Secretary. A quorum of members was present to conduct business
MOTION brought by Robert Down, seconded by Lou Galterio, to approve the April 13, 2016 meeting minutes, carried.
MOTION brought by Robert Down, seconded by Lou Galterio, to approve the April 27, 2016 meeting minutes, carried.
Waiting to hear from IRS regarding:
MOTION brought by Brady Miller, seconded by Shameem Hameed , to strike the three tiered system of membership dues, carried.
MOTION brought by Brady Miller, seconded by Shameem Hameed, to grant membership to Dr. Florence Lee (also known as FSGL), carried.
MOTION brought by Stephen Waite, seconded by Brady Miller, to elect Shameem Hameed as Chairman, carried, with roll-call as follows:
MOTION Brought by Brady Miller, Seconded by Robert Down, to allow the treasurer to sign and issue checks, carried.
MOTION brought by Brady Miller, seconded by Robert Down, to send out an advisory email regarding attendance requirements of board members for board meetings, carried.
The meeting was adjourned at 21:59 Eastern Daylight Time.
bradymiller wrote on Friday, May 13, 2016:
Corrections for above minutes:
MU2 - Working Items:
A8, C1, C2, C3, G2 (Visolve actively working on)
G2 (Virginia @Columbia University IT Certificate Program working on - unclear timeline)(ZH Healthcare will help out with this item)
bradymiller wrote on Friday, May 13, 2016:
Hi,
The audio file of this meeting (and prior meetings) can be listened to here:
http://www.open-emr.org/wiki/index.php/OEMR_wiki_page#Meetings
-brady