17 Oct
2013
17 Oct
'13
10:37 a.m.
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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