Difference between revisions of "Mesh/Bylaws"

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Proposed bylaws of the mesh group.
Bylaws of sudo mesh


A California Nonprofit Public Benefit Corporation
A California Nonprofit Public Benefit Corporation
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= Article 1. Name =
= Article 1. Name =


The name of this corporation is TODO.
The name of this corporation is sudo mesh.


= Article 2. Principal Office of the Corporation =
= Article 2. Principal Office of the Corporation =


The principal office for the transaction of the activities and affairs of this corporation is located at 2141 Broadway, Oakland, California. The board of directors may change the location of the principal office. Any such change of location must be noted by the secretary on these bylaws opposite this Section; alternatively, this Section maybe amended to state the new location.
The principal office for the transaction of the activities and affairs of this corporation is located at Sudo Room, 4799 Shattuck Ave, Oakland, California. The board of directors may change the location of the principal office. Any such change of location must be noted by the secretary on these bylaws opposite this Section; alternatively, this Section maybe amended to state the new location.


: Address: 2141 Broadway, Oakland, CA 94607, Date: TODO
: Address: 4799 Shattuck Ave, Oakland, CA 94609, Date: 7/1/2014
: Address: Date:
: Address: Date:
: Address: Date:
: Address: Date:
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== 3.1 Purpose ==
== 3.1 Purpose ==


The purpose of this corporation is to set up and support free and open communications networks for the the primary benefit of the local community and to involve the local community in the operation, maintenance and expansion of these open networks.
The purpose of this corporation is to set up and support free and open communications networks for the primary benefit of the local community and to involve the local community in the operation, maintenance and expansion of these open networks.


Also in the context of these purposes, the corporation shall engage in scientific, charitable and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code, including but not limited to:
Also in the context of these purposes, the corporation shall engage in scientific, charitable and educational activities within the meaning of Section 501(c)(3) of the Internal Revenue Code, including but not limited to:
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:(b). Provide educational spaces for teaching practical skills and theory of technology, science, and art.
:(b). Provide educational spaces for teaching practical skills and theory of technology, science, and art.
:(c). Provide work space, storage, and other resources for projects related to art, science, and technology that will benefit the individual members' personal growth in their fields of interest, encouraging the individual members to share their projects and knowledge for the betterment of society through art, science and technology.
:(c). Provide work space, storage, and other resources for projects related to art, science, and technology that will benefit the individual members' personal growth in their fields of interest, encouraging the individual members to share their projects and knowledge for the betterment of society through art, science and technology.
:(d). To create, learn, and teach, individually and as a group, inviting members of the community in the San Francisco area and the world.
:(d). To create, learn, and teach, individually and as a group, inviting members of the community in the San Francisco Bay Area and the world.
:(e). To develop, support the development of, and provide resources for the development of free and open source software and hardware for the benefit of society.
:(e). To develop, support the development of, and provide resources for the development of free and open source software and hardware for the benefit of society.
:(f). Collaboration across disciplines for the benefit of cultural, charitable, and scientific causes.
:(f). Collaboration across disciplines for the benefit of cultural, charitable, and scientific causes.
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#Value solving real problems over hypotheticals, while respecting visions of the future.
#Value solving real problems over hypotheticals, while respecting visions of the future.
#Value community and collaboration over isolation and competition.
#Value community and collaboration over isolation and competition.
#Value human judgment over automation and efficiency.
#Value human judgement over automation and efficiency.
#Value do-ocracy over bureaucracy.
#Value do-ocracy over bureaucracy.
#Value safe space over ideology.
#Value safe space over ideology.
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<span style='color:red'>These values copied from sudo room's bylaws, expanded and slightly edited. ([[User:Juul|Juul]] ([[User talk:Juul|talk]]))</span>
<span style='color:red'>These values copied from sudo room's bylaws, expanded and slightly edited. ([[User:Juul|Juul]] ([[User talk:Juul|talk]]))</span>
<span style='color:red'>Do we want to add the following from the proposed Network Commons License?
([[User:Tunabananas|Tunabananas]] ([[User talk:Tunabananas|talk]]))</span><br>
0. Freedom to participate and to make others participate<br>
1. Freedom to communicate using the network for any purpose without interception or interference - and free of charge<br>
2, The freedom to modify and improve the network, including the ability to  access, author and distribute information about how the network functions.


== 3.2. Limitation on Activities ==
== 3.2. Limitation on Activities ==
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= Article 6. Corporation With Members =
= Article 6. Corporation With Members =
<span style='color:red'>- Propose to eliminate the membership requirement - [[User:Tunabananas|Tunabananas]] ([[User talk:Tunabananas|talk]]) 08:16, 5 April 2017 (PDT)</span>


== 6.1. Qualifications of Membership ==
== 6.1. Qualifications of Membership ==
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== 6.3. Other Persons Associated With Corporation ==
== 6.3. Other Persons Associated With Corporation ==


This corporation may refer other persons or entities associated with it as "members," even though those persons or entities are not voting members as set forth in this Article 6 of these bylaws, but no such reference shall constitute anyone as a member within the meaning of Corporations Code section 5056 unless that person or entity shall have qualified for a voting membership under Section 6.1 of these bylaws. References in these bylaws to "members" shall mean members as defined in Corporations Code section 5056; i.e., the members of the class set forth in Section 6.1 of these bylaws. By amendment of its articles of incorporation or of these bylaws, the corporation may grant some or all of the rights of a member of any class to any person or entity that does not have the right to vote on the matters specified in Section 6.2 of these bylaws, but no such person or entity shall be a member within the meaning of Corporations Code section 5056.
This corporation may refer to other persons or entities associated with it as "members," even though those persons or entities are not voting members as set forth in this Article 6 of these bylaws, but no such reference shall constitute anyone as a member within the meaning of Corporations Code section 5056 unless that person or entity shall have qualified for a voting membership under Section 6.1 of these bylaws. References in these bylaws to "members" shall mean members as defined in Corporations Code section 5056; i.e., the members of the class set forth in Section 6.1 of these bylaws. By amendment of its articles of incorporation or of these bylaws, the corporation may grant some or all of the rights of a member of any class to any person or entity that does not have the right to vote on the matters specified in Section 6.2 of these bylaws, but no such person or entity shall be a member within the meaning of Corporations Code section 5056.


== 6.4. Members' Dues, Fees, and Assessments ==
== 6.4. Members' Dues, Fees, and Assessments ==
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Subject to the California Nonprofit Public Benefit Corporation Law, all members in good standing on the record date as determined under Section 6.15 of these bylaws shall be entitled to vote at any meeting of members.
Subject to the California Nonprofit Public Benefit Corporation Law, all members in good standing on the record date as determined under Section 6.15 of these bylaws shall be entitled to vote at any meeting of members.


Each member entitled to vote may cast one vote on each matter submitted to a vote of the members. Members may not cumulate votes for the election of directors. <span style='color:red'>TODO What about other types of voting, like letting everyone vote for all of the options they would be ok with. ([[User:Juul|Juul]] ([[User talk:Juul|talk]]))</span>
Each member entitled to vote may cast a vote on each matter submitted to a vote of the members. One vote is heretofore defined as a multi-option ballot, in which a vote may be cast in favor of or against any of a number of possible options. Members may not cumulate votes for the election of directors. <span style='color:red'>TODO What about other types of voting, like letting everyone vote for all of the options they would be ok with. ([[User:Juul|Juul]] ([[User talk:Juul|talk]])) - I've added the second sentence to expand the voting options. What do you think? --[[User:Tunabananas|Tunabananas]] ([[User talk:Tunabananas|talk]]) 16:22, 27 February 2014 (PST)</span>
 
 


=== b. Manner of Voting ===
=== b. Manner of Voting ===
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===c. Number of Votes===
===c. Number of Votes===


Each member entitled to vote may cast one vote on each matter submitted to a vote of the members.
Each member entitled to vote may cast one vote on each matter submitted to a vote of the members. See 6.13a for a definition of 'one vote'.


<span style='color:red'>TODO again, what about other types of voting, like letting everyone vote for all of the options they would be ok with. ([[User:Juul|Juul]] ([[User talk:Juul|talk]]))</span>
<span style='color:red'>TODO again, what about other types of voting, like letting everyone vote for all of the options they would be ok with. ([[User:Juul|Juul]] ([[User talk:Juul|talk]])) Moving definition of a vote to 6.13a, but maybe it should have its one subsection at the beginning of this section? --[[User:Tunabananas|Tunabananas]] ([[User talk:Tunabananas|talk]]) 16:22, 27 February 2014 (PST)</span>


===d. Approval by Majority Vote===
===d. Approval by Majority Vote===
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<span style='color:red'>TODO Majority voting only? I can't believe I copied this from noisebridge ([[User:Juul|Juul]] ([[User talk:Juul|talk]]))</span>
<span style='color:red'>TODO Majority voting only? I can't believe I copied this from noisebridge ([[User:Juul|Juul]] ([[User talk:Juul|talk]]))</span>
<span style='color:red'>TODO I'd like to advocate for Quaker-style consensus decision making to promote dissent and group discussion, see https://en.wikipedia.org/wiki/Consensus_decision-making#Quaker-based_model ([[User:Jhpoelen|jorrit]] ([[User talk:Jhpoelen|talk]]))</span>


===e. Waiver of Notice or Consent===
===e. Waiver of Notice or Consent===
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===a. Members' Proxy Rights===
===a. Members' Proxy Rights===
Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the member's name is placed on the proxy by the member or the member's attorney-in-fact, whether by manual signature, typewriting, facsimile transmission, or otherwise.
Each member entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy, signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the member's name is placed on the proxy by the member or the member's attorney-in-fact, whether by manual signature, typewriting, facsimile transmission, or otherwise.
===b. --intentionally left blank-- ===
===b. Subject Matter of Proxy to Be Stated===
===c. Subject Matter of Proxy to Be Stated===
Any proxy covering matters for which a vote of the members is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, in an election of directors, the proxy lists the persons who have been nominated at the time the notice of the vote is given to the members. Such matters include amendments of the articles of incorporation or bylaws changing proxy rights; certain other amendments of the articles of incorporation; removal of directors without cause; filling vacancies on the board of directors; the sale,
Any proxy covering matters for which a vote of the members is required shall not be valid unless the proxy sets forth the general nature of the matter to be voted on or, in an election of directors, the proxy lists the persons who have been nominated at the time the notice of the vote is given to the members. Such matters include amendments of the articles of incorporation or bylaws changing proxy rights; certain other amendments of the articles of incorporation; removal of directors without cause; filling vacancies on the board of directors; the sale,
lease, exchange, conveyance, transfer, or other disposition of all or substantially all corporate assets, unless the transaction is in the usual and regular course of the corporation's activities; the principal terms of a merger or the amendment of a merger agreement; or the election to dissolve the corporation.
lease, exchange, conveyance, transfer, or other disposition of all or substantially all corporate assets, unless the transaction is in the usual and regular course of the corporation's activities; the principal terms of a merger or the amendment of a merger agreement; or the election to dissolve the corporation.
===d. Revocability of Proxies===
===c. Revocability of Proxies===
No proxy shall be valid after the expiration of 11 months from the date of the proxy, unless provided otherwise in the proxy, except that the maximum term of a proxy shall be three years after the date of execution. A validly executed proxy shall continue in full force and effect until either
No proxy shall be valid after the expiration of 11 months from the date of the proxy, unless provided otherwise in the proxy, except that the maximum term of a proxy shall be three years after the date of execution. A validly executed proxy shall continue in full force and effect until either
:(a) it is revoked by the member executing it, before the vote is cast under that proxy
:(a) it is revoked by the member executing it, before the vote is cast under that proxy
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==6.17. Adjournment and Notice of Adjourned Meetings==
==6.17. Adjournment and Notice of Adjourned Meetings==
Any members' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting (<span style='color:red'>TODO majority vote? is that ok?</span>), either in person or by proxy. No meeting may be adjourned for more than 45 days. When a members' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned (or the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which members may participate) are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each
Any members' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the members represented at the meeting, either in person or by proxy. No meeting may be adjourned for more than 45 days. When a members' meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place to which the meeting is adjourned (or the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which members may participate) are announced at the meeting at which adjournment is taken. If after adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each
member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.
member who, on the record date for notice of the meeting, is entitled to vote at the meeting. At the adjourned meeting, the corporation may transact any business that might have been transacted at the original meeting.


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:(2) Change the principal office or the principal business office in California from one location to another: cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country: conduct its activities in or outside California. and designate a place in or outside California for holding any meeting of members.
:(2) Change the principal office or the principal business office in California from one location to another: cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or country: conduct its activities in or outside California. and designate a place in or outside California for holding any meeting of members.
:(3) Borrow money and incur indebtedness on the corporation's behalf and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
:(3) Borrow money and incur indebtedness on the corporation's behalf and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities.
<span style='color:red'>I am not sure why the above is in here, and vote to remove it. Not that I don't trust y'all won't abuse it! ;) --[[User:Tunabananas|Tunabananas]] ([[User talk:Tunabananas|talk]]) 16:22, 27 February 2014 (PST)</span> +1 by jorrit


==7.2. Number of and Qualifications for Directors==
==7.2. Number of and Qualifications for Directors==
The board of directors shall consist of at least five (5) but no more than eleven (11) directors unless changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors. [deleted — requirements of directors (none specified)]
The board of directors shall consist of at least five (5) but no more than eleven (11) directors unless changed by amendment to these bylaws. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the board of directors.
==7.3. Restriction on Interested Persons as Directors==
==7.3. Restriction on Interested Persons as Directors==
No more than 49 percent of the persons serving on the board may be "interested persons."  An interested person is
No more than 49 percent of the persons serving on the board may be "interested persons."  An interested person is
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A vacancy or vacancies on the board of directors shall occur in the event of
A vacancy or vacancies on the board of directors shall occur in the event of
:(a) the death, removal, or resignation of any director;
:(a) the death, removal, or resignation of any director;
:(b) the declaration by resolution of the board of a vacancy in the office of a director who has been convicted of a felony, declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3;
:(b) the declaration by resolution of the board of a vacancy in the office of a director who has been convicted of a felony (TODO (Jorrit) I object to barring convicted felons that did their time from board position), declared of unsound mind by a court order, or found by final order or judgment of any court to have breached a duty under California Nonprofit Public Benefit Corporation Law, Chapter 2, Article 3;
:(c) the vote of the members or, if the corporation has fewer than 50 members, the vote of a majority of all members, to remove the director(s);
:(c) the vote of the members or, if the corporation has fewer than 50 members, the vote of a majority (TODO: (jorrit) should this be unanimous, following consensus decision making?) of all members, to remove the director(s);  
:(d) the increase of the authorized number of directors; or
:(d) the increase of the authorized number of directors; or
:(e) the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting.
:(e) the failure of the members, at any meeting of members at which any director or directors are to be elected, to elect the number of directors required to be elected at such meeting.
===b. Resignation of Directors===
===b. Resignation of Directors===
Except as provided below, any director may resign by giving written notice to the chairman of the board, if any, or to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective.
Except as provided below, any director may resign by giving written notice to the chairman of the board, if any, or to the president or the secretary of the board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director's resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective.
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Except on notice to the California Attorney General, no director may resign if the corporation would be left without a duly elected director or directors.
Except on notice to the California Attorney General, no director may resign if the corporation would be left without a duly elected director or directors.
===c. Removal of Directors===
===c. Removal of Directors===
(TODO jorrit - again, I would like to suggest consensus model here as opposed to a simple majority.)
:(1) Any or all directors may be removed without cause if:
:(1) Any or all directors may be removed without cause if:
::(a) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section5033).
::(a) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 5033).
::(b) In a corporation with 50 or more members, the removal is approved by the members (Section 5034).
::(b) In a corporation with 50 or more members, the removal is approved by the members (Section 5034).
:(2) Any director may be removed, with or without cause, by the vote of the majority of the members of the entire board of directors at a special meeting called for that purpose, or at a regular meeting, provided that notice of that meeting and of the removal questions are given as provided in Section 7.7. Any vacancy caused by the removal of a director shall be filled as provided in Section 7.6. d.
:(2) Any director may be removed, with or without cause, by the vote of the majority of the members of the entire board of directors at a special meeting called for that purpose, or at a regular meeting, provided that notice of that meeting and of the removal questions are given as provided in Section 7.7. Any vacancy caused by the removal of a director shall be filled as provided in Section 7.6. d.
:(3) Any director who does not attend three successive board meetings will automatically be removed from the board without board resolution unless
:(3) Any director who does not attend or participate by proxy in three successive board meetings will automatically be removed from the board without board resolution unless
::(a) the director requests a leave of absence for a limited period of time, and the leave is approved by the directors at a regular or special meeting (if such leave is granted, the number of board members will be reduced by one in determining whether a quorum is or is not present),
::(a) the director requests a leave of absence for a limited period of time, and the leave is approved by the directors at a regular or special meeting (if such leave is granted, the number of board members will be reduced by one in determining whether a quorum is or is not present),
::(b) the director suffers from an illness or disability that prevents him or her from attending meetings and the board by resolution waives the automatic, removal procedure of this subsection; or
::(b) the director suffers from an illness or disability that prevents him or her from attending meetings and the board by resolution waives the automatic, removal procedure of this subsection; or
::(c) the board by resolution of the majority of board members must agree before a director who has missed three meetings may be reinstated,
::(c) the board by resolution of the majority of board members must agree before a director who has missed three meetings may be reinstated,
===d. Filling Vacancies on Board of Directors===
===d. Filling Vacancies on Board of Directors===
====(1) Vacancies Filled by Board====
====(1) Vacancies Filled by Board====
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=Article 12. Insurance=
=Article 12. Insurance=


This corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer's, director's, employee's, or agent's status as such.
This corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer's, director's, employee's, or agent's status as such.


<span style='color:red'>Changed from "This corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance". I don't think we initially need insurance, but we can change this later ([[User:Juul|Juul]] ([[User talk:Juul|talk]]))</span>
<span style='color:red'>Changed from "This corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance". I don't think we initially need insurance, but we can change this later ([[User:Juul|Juul]] ([[User talk:Juul|talk]]))  Agreed. --[[User:Tunabananas|Tunabananas]] ([[User talk:Tunabananas|talk]]) 16:58, 27 February 2014 (PST)</span>


= Article 13. Maintenance of Corporate Records =
= Article 13. Maintenance of Corporate Records =
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:(c) A record of each member's name, address, and class of membership.
:(c) A record of each member's name, address, and class of membership.
The minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the two.
The minutes and other books and records shall be kept either in written form or in any other form capable of being converted into clearly legible tangible form or in any combination of the two.
<span style='color:red'>TODO: Do we need to keep addresses? Are email addresses sufficient? --[[User:Tunabananas|Tunabananas]] ([[User talk:Tunabananas|talk]]) 16:58, 27 February 2014 (PST)</span>


=Article 14. Inspection Rights=
=Article 14. Inspection Rights=

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