17 Oct
2013
17 Oct
'13
3:44 p.m.
Hi Folks,
I have a few (only had a chance to get through section 6 so far) edits I think would be in
the best interest of sudo room. Some of these are proposed edits, some are just
comments/questions.
EDIT Section 3.1 - Add "engineering" each time we say art, science, engineering,
and technology. Any objections to that? Seems fair for a do-ocracy that values applied
knowledge.
Section 6.3 - the term "members of any class" is used but we have one class per
section 6.1. propose change this to simply "members" if anyone cares
Section 6.4 - add language that allows for waiving dues in exchange for volunteer hours?
we've talked about it, and we currently have a sliding scale, so can we just add it
into our membership requirements? Has this already been beaten to death at meetings?
Section 6.8 b, c, d - should be (i'll do it of course, if no one knows offhand)
checked against our current standards for termination or suspension of membership i.e.
conflict resolution procedures. the language states that "the board, the committee,
or a person" can terminate membership. it needs to say that only "the
committee" can do so, or only the membership meeting.
Section 6.11 a - FYI to people wanting to bring items to a vote at meetings, 10 to 90
days written notice of a meeting where members have the chance to vote are required under
this section.
Looks great, just wanted to put these out there - I don't think I've proposed
anything controversial other than formalizing work trades as a valid way for a member to
waive dues in part or in whole.
The only thing I feel strongly about other than being consistent in our terminology is to
add "engineering" to the statement of purpose next to art, science, and
technology.
Cheers,
Hol
Oct 17, 2013 02:15:08 PM, eddan(a)clear.net wrote:
In the interest of expediting the administrative part of the process in filing these
documents, here's the link to the state of CA page -
http://www.sos.ca.gov/business/be/forms.htm.
As a non-profit, Sudo Room would be filing either the Form ARTS-MU (mutual benefit) or
ARTS-PB-501(c)(3) (public benefit) [$30 - one-time fee] as well as the Statement of
Information on Form SI-100 [$20, mandatory renewal annually or biennially).
An overall concise and informative resource I've found for establishing and operating
a co-operative Articles of Incorporation can be found at
http://www.rurdev.usda.gov/rbs/pub/cir40/cir40rpt.htm. I am trying to sift through
what's relevant for us to consider in comparison with the draft Marc sent around.
On Oct 17, 2013, at 10:37 AM, Hol Gaskill hol(a)gaskill.com> wrote:
I was at sudo last wednesday through meeting time
hoping to discuss this issue and get caught up, and we only had 4 people so we didn't
really feel there was consensus to make broad strokes. I'll be honest - it had been a
while and I was really looking forward to chewing on some of this language. Taking the
articles to sacramento with a week's notice to all n-7 sudoers after so much time
going back and forth does not seem proper. Is there a specific deadline that coincides
with a week from now? I will absolutely take a look at the revised articles this week and
submit proposed revisions for discussion and I encourage everyone who cares about small
but significant details to do the same. I don't agree with the approach taken on
timing here, but I am more interested in registering sudo room's legal status as a
nonprofit than making procedural objections so I join the voices calling for revisions
this week if ever. I also volunteer to be on the board in some role that involves
spreadsheets or whatever nuts and bolts tasks need a person of contact with minimal public
component.
hol
Oct 16, 2013 06:22:45 PM, 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."
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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