[Noisebridge-board] Legal stuff about confirming Shannon Lee as Director - PLEASE RESPOND

Rachel McConnell rachel at xtreme.com
Wed Aug 12 05:49:37 UTC 2009

In plain English: we consensed on Shannon tonight, which is
Noisebridge's way of deciding things.  To make this legal, however,
please respond to this email with the word "YES", indicating that you
vote for Shannon.  If I screwed up and you aren't a member any more,
please reply and say that instead.


More Details for those who are interested:

I'm sending this to all members using the email you gave for official
communications.  If we can't get everyone to respond, we'll have to have
the meeting after all... I'll do my best to get everyone to respond though.

According to our bylaws (https://www.noisebridge.net/wiki/Bylaws), to
confirm a new member of the board of directors:

"Notice of any meeting of members, whether annual, general, or special,
shall be in writing and shall be given at least 10 but no more than 60
days before the meeting date. Notice may be given personally, by email
or any other means reasonably calculated to provide actual notice to all
members. If email is used, notice shall be sent to the member at his or
her email address shown in the corporation's membership records. For all
special meetings, the notice shall state the nature of the business to
be transacted by the members. For a meeting where directors are elected,
the notice shall state the names of all persons who are nominees for


"Section 11. Action by Unanimous Written Consent. Any action required or
permitted to be taken by the members may be taken without a meeting, if
all members consent in writing to the action. The written consent or
consents shall be kept by the Secretary. The action by written consent
shall have the same force and effect as a unanimous vote of the members.

Section 12. Definition of In Writing. Written consent shall include
electronic writing, as long as the Corporation verifies that such
written consent (i) comes from a member with voting privileges, and (ii)
is actually made by that member and not by someone who is not entitled
to participate as a member."

IOW, we must either have a separate physical meeting after 10 <= N <= 60
days which at least a third of members must attend, or all members in
good standing must agree in writing.  The latter is a lot easier, so
just reply with YES in the body and send it back.

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