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Thanks, David, for your thoughtful remarks on this.<BR>
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Regardless of our approach to electing a new board member, we'll need nominations.<BR>
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Last night after the meeting Mark Cohen told me he would like to be considered as a new board member for Noisebridge. I don't know Mark well, but from interacting with him over the last couple of months, I have seen him enthusiasticly and energetically get into projects at Noisebridge, and he has expressed his interest in adding that enthusiasm and energy to Noisebridge as a board member. I think he'd be a fine choice.<BR>
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Do others have people they'd like to nominate?<BR>
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Mitch.<BR>
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-----------------<BR>> Date: Wed, 5 Nov 2008 00:59:02 -0800<BR>> From: dmolnar@eecs.berkeley.edu<BR>> To: board@lists.noisebridge.net<BR>> Subject: [Noisebridge-board] Election for Noah's successor<BR>> <BR>> Hey,<BR>> <BR>> Noah has resigned his board position; I have not yet picked up the<BR>> written resignation from him, but I expect to do so soon. We need to<BR>> organize an election for his successor, as stated in our bylaws and the<BR>> california corporations code.<BR>> <BR>> The corporation members will vote for Noah's successor by ballot for the<BR>> vote. Currently those members are the board members alone. At the same<BR>> time, we just wrapped up consensus on a membership process, and we have<BR>> 30+ dues paying "members in spirit." Our intention, as I understand it,<BR>> is to make all of them members of the corporation, should they wish it.<BR>> <BR>> With that in mind, this seems like one way forward:<BR>> <BR>> 1) The remaining 4 board members meet, induct the current willing<BR>> dues-paying members as members of the corporation.<BR>> 2) We organize an election among the resulting members of the<BR>> corporation, with notice and proxy provisions as set forth in our bylaws.<BR>> <BR>> The main drawback with this approach is that it will take time - we need<BR>> an official board meeting, followed by an official member meeting.<BR>> That's why in a previous message I asked Mitch to please ask Carol if<BR>> doing this will delay our 501c3 application. If it does not, then I<BR>> suggest we go this route. This is the process we will have, we might as<BR>> well start getting used to it now.<BR>> <BR>> Otherwise, if it does delay the 501c3 application, the key question here<BR>> is what happens if our 501c3 application is delayed. I know of at least<BR>> three concerns: 1) insurance, 2) paypal, and 3) donation status.<BR>> <BR>> 1) From the insurance side, the only thing is that one out of our two<BR>> general liability underwriters will not quote until seeing an<BR>> acknowledgment letter from the IRS. We can go forward with the quotes we<BR>> have. We will have to notify our agent and underwriters for<BR>> directors&officers, I will take care of that and let you know as soon as<BR>> I hear back about that.<BR>> <BR>> 2) Mitch mentioned that our PayPal account will be canceled at some<BR>> point without an IRS acknowledgment letter.<BR>> <BR>> 3) For donations and tax exempt status, we have 27 months from<BR>> incorporation to file for 501c3. That's not the problem. What may be a<BR>> problem is that the longer before filing, the longer we wait before we<BR>> have something to show prospective donors who want to know about our status.<BR>> <BR>> Does anyone else know of other issues?<BR>> <BR>> If we decide the wait is a problem, there is an alternative: the current<BR>> board members, currently the only members of the corporation, pick a<BR>> successor and elect that person. My thought is that this would be with<BR>> an advisory discussion and vote or consensus of our current "members in<BR>> spirit." I would prefer to avoid this if we can, but it is not a strong<BR>> preference.<BR>> <BR>> We do not have to decide a course of action tonight. I wanted, however,<BR>> to lay out what I think are the issues and alternatives so we can start<BR>> thinking about them.<BR>> <BR>> -David Molnar<BR>> <BR><BR></body>
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