[Noisebridge-board] Election for Noah's successor

Mitch Altman maltman23 at hotmail.com
Wed Nov 5 18:13:51 UTC 2008

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