[Noisebridge-board] Re: Making Decisions and then backing out after concensus has been reached (was Re: Ick)

[Noah Balmer]

On Wed, Oct 1, 2008 at 1:20 PM, Jacob Appelbaum <jacob at appelbaum.net> wrote:

> Noah Balmer wrote:
> > I thought I had been heard by a number of people and I thought David was
> > among them. Apparently I was mistaken.
> >
>
> If you're feeling really strongly, I really really think it's important
> to ensure that the note taking person records your feeling on the issue.
>  I did not hear you say that you blocked outright. I explicitly heard
> that we had reached consensus.
>
> > However, if that was a consensus, I'm the king of france.  A bunch of
> people
> > shouting until someone shouts louder that it's time to move on is not
> > consensus.
>
> I agree. That's why we said something to the effect of (I said it a few
> times, I was not the only one): "Do we have concensus? Does anyone
> object? Can we move on? Please speak up and be heard if you feel you
> haven't been heard."


I remember wrap-ups like that on some of the other points we discussed, but
not when we were talking about giving out keys.  That conversation was cut
short and we changed topic.  I let the topic change because I thought we
were punting, not because there was any agreement.

I'm at work for the forseeable future right now, and I can't give this as
much attention as I'd like to.

My position can be summed up as:
I don't want to be liable for other people's malfeasance.

I'm not convinced that the paperwork will move forward as long as we operate
as if it doesn't need to happen.

I'm open to discussing how we handle keys, but my current position is that
as soon as the lease is in noisebridge's name it's noisebridge's decision
who gets keys. Until then it's up to whoever's on the lease, and yes, I'm
blocking on finishing the paperwork.  The easiest way to get what we all
want is get incorporated (which you said earlier is a matter of hours), and
move the lease over.  Nothing would make me happier.

I started doing this becasue I wanted to create a good, fun, workable,
friendly environment for making cool stuff.  I think you know that, in spite
of what I'm hearing.  I'm not "trying to control everyone", I'm just trying
to make sure we have some semblance of legal organization before we end up
in deep shit.  If you feel better with me not doing that, fine, get the
lease in noisebridge's name so I don't have a legal dependency and then just
ask.
Mischaracterizing my position on the channel, whether you think I'll hear
about it or not, is counterproductive.

There is a big legal difference between incorported and not, but I have work
to do and have to go now.

I really want this project to be successful.  If I didn't, I wouldn't be
here.  I'm being a hard-ass about incorporating and covering our legal bases
because I think it's necessary to the long term health of the group.

-N


>
> >
> > A number of people, including lawyers in the field of non-profit law,
> tell
> > me that the liability situation changes with incorporation and insurance.
> > What are your grounds for disagreement?
>
> This is where it started to get complicated. My grounds for disagreement
> come from your very non specific language. Previously you stated that
> once Noisebridge is on the lease, we can give out keys, no?
>
> That event happens as soon as we are a California Nonprofit and we call
> the landlord to change the lease. The landlord will then present us with
> a new lease, someone (or several someones) will have to sign that lease
> as an agent of Noisebridge.
>
> At this point, we're the board of directors and until people pay
> membership dues, we're the _only_ legal people involved. We're the ones
> legally liable. We'll be named on a lawsuit in addition to Noisebridge
> itself.
>
> This brings us to the subject of insurance. There are several kinds
> we've researched. The general liability insurance for the space we're
> required to carry is one type. We'll hopefully get that insurance Very
> Soon Now. David appears to be on top of that with regard to finding
> quotes, etc. The board of directors insurance is another type. David
> previously researched this and it hasn't been acquired because we're not
> a legal entity.
>
> I think it's clear to me that just having Noisebridge on the lease
> doesn't get rid of any liability. If we have full insurance and
> Noisebridge is on the lease, it still doesn't get rid of _all_ of the
> legal liability. The insurance simply covers us up to N dollars of that
> risk. Hopefully N is greater than we'll ever need!
>
> Currently you're attempting to block giving out keys entirely with no
> recourse. I find this to be really unfair. We should be able to reach a
> reasonable middle ground with trustworthy people.
>
> Are you suggesting that we do not give out _any_ keys until we:
>    Are a legal 501c3?
>    ... And have both types of insurance?
>
> Can we find a middle ground for some of the members who we fully trust
> and who are entirely a part of this? Please?
>
> Best,
> Jake
>
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