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YES<BR>
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Mitch Altman<BR>
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<BR>> Date: Tue, 11 Aug 2009 22:49:37 -0700<BR>> From: rachel@xtreme.com<BR>> To: secretary@noisebridge.net; board@lists.noisebridge.net<BR>> Subject: Legal stuff about confirming Shannon Lee as Director - PLEASE RESPOND<BR>> <BR>> In plain English: we consensed on Shannon tonight, which is<BR>> Noisebridge's way of deciding things. To make this legal, however,<BR>> please respond to this email with the word "YES", indicating that you<BR>> vote for Shannon. If I screwed up and you aren't a member any more,<BR>> please reply and say that instead.<BR>> <BR>> Thanks!<BR>> Rachel<BR>> <BR>> -----<BR>> More Details for those who are interested:<BR>> <BR>> I'm sending this to all members using the email you gave for official<BR>> communications. If we can't get everyone to respond, we'll have to have<BR>> the meeting after all... I'll do my best to get everyone to respond though.<BR>> <BR>> According to our bylaws (https://www.noisebridge.net/wiki/Bylaws), to<BR>> confirm a new member of the board of directors:<BR>> <BR>> "Notice of any meeting of members, whether annual, general, or special,<BR>> shall be in writing and shall be given at least 10 but no more than 60<BR>> days before the meeting date. Notice may be given personally, by email<BR>> or any other means reasonably calculated to provide actual notice to all<BR>> members. If email is used, notice shall be sent to the member at his or<BR>> her email address shown in the corporation's membership records. For all<BR>> special meetings, the notice shall state the nature of the business to<BR>> be transacted by the members. For a meeting where directors are elected,<BR>> the notice shall state the names of all persons who are nominees for<BR>> directors."<BR>> <BR>> Additionally,<BR>> <BR>> "Section 11. Action by Unanimous Written Consent. Any action required or<BR>> permitted to be taken by the members may be taken without a meeting, if<BR>> all members consent in writing to the action. The written consent or<BR>> consents shall be kept by the Secretary. The action by written consent<BR>> shall have the same force and effect as a unanimous vote of the members.<BR>> <BR>> Section 12. Definition of In Writing. Written consent shall include<BR>> electronic writing, as long as the Corporation verifies that such<BR>> written consent (i) comes from a member with voting privileges, and (ii)<BR>> is actually made by that member and not by someone who is not entitled<BR>> to participate as a member."<BR>> <BR>> <BR>> IOW, we must either have a separate physical meeting after 10 <= N <= 60<BR>> days which at least a third of members must attend, or all members in<BR>> good standing must agree in writing. The latter is a lot easier, so<BR>> just reply with YES in the body and send it back.<BR></body>
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