Board/FAQs

FAQs! We can either make this its own page or use this as a working document before incorporating it (drumtap, please) into the main Board page.

Questions that still need answering:

1. Why do we have a board? It is required in order to be incorporated
2. What responsibilities does the board have? Ensuring that a minimum amount of paperwork is filed per required timelines.
3. What are official positions within the board? The only official position is the treasurer. Other unofficial positions may exist and should rotate; e.g. scribe, facilitator, etc
4. Does the board have a chairman? No chairman is required. Therefore, we don't have one.
5. Does sudoroom have a CEO? No CEO is required to be incorporated. Therefore, we don't have one. If we had one, the board would have the responsibility to hire or fire the CEO.
6. Does a board member have a legal duty to fund raise? Not unless it's written in the articles of incorporation. Such a clause is not present in the sudo room Articles of Incorporation.
7. What legal and/or financial liabilities does a board member have compared to a member of sudoroom who is not on the board?
8. What type of legal classification do we have? California Nonprofit Public Benefit Corporation
9. What type of legal classification do we NOT have? Benefit Corporation (B Corp)
10. What type of legal classification do we want to have in the future? 501c.3
11. Are we a business? No
12. Do we need a business license? Yes
13. How does the board remain accountable to the membership? See the following analysis:
    1. Sudo Room operates under our "Articles of Association", our own unique procedures which are not barred or prevented by California Corporation's Code. A corporation is allowed to use rules or policies of its own, so long as they are lawful, etc.
       • In lieu of a direct legal source for this, here are two examples of policies from non-profit organization that are used in governance within the community and not as the primary "organizational documents" used to register and administer the non-profit public benefit corporation:
         • Berkeley Student Cooperative (BSC) - Policy Directory - https://www.bsc.coop/policy/index.php/Policy_Directory
         • Mozilla Foundation - Official Mozilla Policies - https://www.mozilla.org/en-US/about/governance/policies/
    2. In the Articles of Association Sudo Room is defined to be "a deliberative collective, meaning there is horizontal democratic control and participatory management of the organization, which is composed of all individual members." - https://sudoroom.org/wiki/Articles_of_Association#Section_2.0_Definition
    3. Day-to-day decision making is algorithmic and depends on a consensus process for most situations, and exceptions for fringe-cases https://sudoroom.org/wiki/Articles_of_Association#Article_3._Decision-Making
    4. We needed to create a Board of Directors to create a proper state public benefit non-profit corporation and qualify to apply for federal 501(c)3 tax exempt status, given that sudo room's existence and mission are clearly for public benefit. You can see the Board's tasks include ensuring we fulfill the minimal responsibilities imposed on us by the state, and not other things: https://sudoroom.org/wiki/Board#Tasks The purview of the Board is responsibility, and not to meddle in day-to-day affairs which is managed by the lower-level policy (Articles of Association).
    5. If a member of the Board starts irresponsibly wielding power, which they may be technically capable of doing, the general members should remove this Board member from the board (this only needs a majority of members, though we would strive for consensus): https://sudoroom.org/wiki/Bylaws#c._Removal_of_Directors
    • In this way, there is an accountability mechanism that provides an exit-strategy and discourages transgression of Board members against the community's will and needs.