16 Oct
2013
16 Oct
'13
9:27 p.m.
One thing that came up at the meeting was the 4 minimal things that define what a board
action is: Meetings; Notice; Quorum; & Voting.
I think the notice part may be something we need to pay attention to given the
unconventional way in which we've progressed.
In regards to notice - I was not aware that we were going to discuss line by line parts of
the proposed below with concerns not addressed by the proposal would only be entertained
if it was attached to a full alternative proposal.
Since the email was sent out at 6:30 and I only got a chance to look at them when I got to
the meeting and sat down and we began going through them.
While we have discussed these issues generally, I must admit that I was not prepared for
specific edits and suggestions to the text. If I had known that getting consensus on these
was taking place, I would have.
I think meaningful notice should be more than 1 hour.
Especially since (see quorum above) we had about 6-8 people - all guys except one woman
for a part of the time; mostly under the General Caucasian ethnicity designation - I would
say that this was not representative of Sudo Room generally.
I'd also be interested in some explanation of how the Board is chosen beyond the
whoever shows up model that was suggested. Appointing one person to decide the rest of the
Board also seemed inconsistent to me with core Sudo Room values.
And in regards to the argument that we can write whatever on the articles of incorporation
and just ignore them - I have serious reservations about that approach. When the shit hits
the fan in terms of financial and tort (injury) liability - I doubt a court is going to be
as generous in disregarding the only legal document related to that organization
officially recognized by the State.
sent from eddan.com
On Oct 16, 2013, at 6:22 PM, Marc Juul
<juul(a)labitat.dk> wrote:
Hi everysudoer
For those of you who don't already know, sudo room is aiming to incorporate as a
california non-profit, with the long-term goal of reaching 501(c)3 status.
For now, we're working out Articles of Incorporation. These are based mostly on
Noisebridge's Articles of Incorporation:
https://sudoroom.org/wiki/Articles_of_Incorporation
In reading this, it may surprise people to see all of this talk of a board of directors
and hierarchical structures. Most, if not all of this is required by law ( this law:
http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp ) and we can safely ignore
it in the day to day running of our hackerspace. Instead of trying to explain, I will
quote Mitch Altman responding to the question "What is the management structure [of
Noisebridge] like?":
"There isn't any. The official line is that we're an anarchist collective
but the reality is that it's more of a web of trust model, with the usual elements of
feudalism that crystallize out of any anarchic group. There's a board that appoints
officers who technically have executive authority with regards to the space, but the
reality is that if any of them actually exercised power they'd get thrown out. For
certain things, like insurance, taxes, and our nonprofit filings, they have duties but
those are invisible to the day-to-day operations."
So, the important thing to remember is that these Articles of Incorporation allow the
members to throw out any director who abuses their power. We will then go on to define how
our day to day space is run outside of the articles of incorporation (e.g. in our bylaws).
The power of a majority of the members to remove directors is defined in 7.6.c.2:
https://sudoroom.org/wiki/Articles_of_Incorporation#c._Removal_of_Directors
If we want to tweak the Noisebridge articles of incorporation at all, I believe that the
following are most in need of editing:
* Article 3 - This is about our purpose and values. We can and should more or less
freely change 3.1 and 3.2, but 3.3 should remain unchanged.
* Article 6.1 - A member is proposed for membership by one existing member. Do we want
to change this to two?
* The Articles talk about how the board can fix fees for the members to pay, but we are
almost certainly interested in letting members pay for their membership with work, by
putting in time instead of money. I don't think we can put this into our articles of
incorporation for two reasons:
1. The California Corporations code specifically says that the board may levy dues,
but says nothing about levy'ing anything in place of dues:
"5351. A corporation may levy dues, assessments or fees upon its
members pursuant to its articles or bylaws, but a member upon
learning of them may avoid liability for them by promptly resigning
from membership, except where the member is, by contract or
otherwise, liable for them. Article or bylaw provisions authorizing
such dues, assessments or fees do not, of themselves, create such
liability."
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-…
2. I'm worried that we may count as an employer if we give out membership in
return for work, which may subject us to a whole set of other laws. However, I am not a
lawyer.
Keep it mind that "membership" for the purposes of the articles of
incorporation only refers to the right to vote on things related to the board and articles
of incorporation. So we could fix this by simply defining additional membership in our
bylaws that define the more important things, such as being part of decision-making at our
weekly meetings and 24/7 access to the space, and defining a membership fee in the bylaws
that can be substituted by putting in work. We then simply have the directors set an
official membership fee of 0. The only weirdness with this solution: It would be easier to
become a member in the eyes of the articles of incorporation (requiring only trust of
another member) than it would be to become a member in the eyes of the bylaws.
--
Marc/Juul
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