<html><body style="word-wrap: break-word; -webkit-nbsp-mode: space; -webkit-line-break: after-white-space; "><div>Jeffrey, I'm not sure why the Board's action was a problem for you. Could you explain it for my benefit, and perhaps the benefit of anyone else seeking clarity in this sinuous discussion?</div><div><br></div><div>Directly from the Bylaws:</div><div><br></div><div>"<b>Section 2. Election.</b> The officers of this corporation shall
be elected annually by the Board of Directors, and each shall serve at
the pleasure of the Board, subject to the rights, if any, of an officer
under any contract of employment.</div><p><b>Section 3. Removal.</b> Subject to the rights, if any, of an
officer under any contract of employment, any officer may be removed,
with or without cause, by the Board of Directors or by an officer on
whom such power of removal may be conferred by the Board of Directors."</p><p>We elected the Board to do our will. I think the last Board member we elected was Ani, yes? One of the actions they take in their job to do our will is to elect the Executive Director. It doesn't make sense to me that if they can remove an officer at any time, you feel they cannot also elect one without first consulting the membership. We, the membership, can then consense on their choice and the process goes forward. If consensus can't be reached after discussion and debate, the Board offers up another candidate.</p><p>It's a feature, not a bug.</p><p>Vlad</p><div><br></div><br><div><div>On Mar 1, 2010, at 1:35 PM, Jeffrey Malone wrote:</div><br class="Apple-interchange-newline"><blockquote type="cite"><div>To quote the "meeting minutes" from the last board meeting:<br><br><blockquote type="cite">3. We seem to need to appoint an executive director for 2010. Shannon<br></blockquote><blockquote type="cite">and Andy wanted to reappoint Jake as our figurehead, but Ani didn't<br></blockquote><blockquote type="cite">agree. We proposed to appoint Mitch, so Andy sent Mitch an email<br></blockquote><blockquote type="cite">asking.<br></blockquote><br>I feel this was written with an obvious bias.<br>As an attendee, my memory of the events were this:<br><br>One of the agenda items was to discuss the topic of the ED.<br>It was stated that the term of the officers are for one year, and<br>unlike the board members, there is no clause stating that they remain<br>on until a replacement is selected.<br><br>Either you (Shannon) or Andy, I don't recall which, suggested that the<br>board simply re-appoint the former ED immediately.<br>As an observer, I objected to appointing an officer without consensus.<br> Ani also objected on these grounds. A brief discussion ensued, in<br>which Miloh agreed that the board shouldn't act without the consensus<br>of the membership. Andy and Shannon then withdrew the item without an<br>actual attempted vote.<br>The topic then continued as described in the notes.<br><br>In my opinion, this attempted act stepped well beyond the authority<br>that is prescribed by our policies. I later heard arguments<br>attempting to justify the attempt, quoting that the bylaws recognise<br>the authority of the board to appoint officers -- not the membership.<br>That obviously did not appease my concerns.<br><br>So yes, I am wary of ANY sudden suggestion of new authority for the<br>board that has not been widely stated before.<br><br>Jeffrey<br><br><br>On Mon, Mar 1, 2010 at 1:17 PM, Shannon Lee <<a href="mailto:shannon@scatter.com">shannon@scatter.com</a>> wrote:<br><blockquote type="cite">On Mon, Mar 1, 2010 at 1:07 PM, Jeffrey Malone <<a href="mailto:ieatlint@tehinterweb.com">ieatlint@tehinterweb.com</a>><br></blockquote><blockquote type="cite">wrote:<br></blockquote><blockquote type="cite"><blockquote type="cite"><br></blockquote></blockquote><blockquote type="cite"><blockquote type="cite">Call it overreacting, paranoia, or whatever. But a certain recent<br></blockquote></blockquote><blockquote type="cite"><blockquote type="cite">attempted act of the board leaves me with distinct fears of them<br></blockquote></blockquote><blockquote type="cite"><blockquote type="cite">acting beyond the authority that is prescribed to them.<br></blockquote></blockquote><blockquote type="cite"><br></blockquote><blockquote type="cite">?<br></blockquote><blockquote type="cite"><br></blockquote><blockquote type="cite">"Any sufficiently analyzed magic is indistinguishable from science."<br></blockquote><blockquote type="cite"><br></blockquote>_______________________________________________<br>Noisebridge-discuss mailing list<br><a href="mailto:Noisebridge-discuss@lists.noisebridge.net">Noisebridge-discuss@lists.noisebridge.net</a><br>https://www.noisebridge.net/mailman/listinfo/noisebridge-discuss<br></div></blockquote></div><br></body></html>