[Noisebridge-board] board shit TO DO list

Ani Niow v at oneletterwonder.com
Wed Dec 16 20:18:37 UTC 2009

I'm really bad at replying to emails.

1. Should the process for Shannon be pretty much the same as it is for Miloh
and I? Paperwork-wise I mean. Not sure what to do about it either.

2. I already subscribed before this message was sent on my
v at oneletterwonder.com account with no troubles. Unless Andy gets to it first
then feel free to subscribe yourself Miloh.

3. I would like to know this as well. If you need anything from Miloh,
Shannon? and I don't hesitate to ask.

4. Had a look at the bylaws and here's what I found out:

Directors: "*Section 4. Election and Term of Office of Directors.* The
directors shall be elected by the members as described in Article II of
these bylaws. Each director shall be elected for a term of one (1) year.
Each director shall hold office until a successor has been elected."

That seems to be that you are correct. A director has a term of one year and
hold that until a successor is named.

For officers however: "*Section 2. Election.* 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."

That last sentence that is in the directors section isn't there for
officers. Which means that officers are elected annually but it is unclear
what happens if they go past term.

In any case, its been a year and looks like we should be electing another
one anyway. Would running an election be similar to the board elections? If
so we have the templates there and it shouldn't be that difficult to run
another one. I'd be happy to take up that task if no one else will. If the
elections for both are indeed similar than perhaps next year the ED can be
tacked on to the board ballot, seems easier that way.

5. Rather not ignore this if there's a chance for penalty.

6. What is needed for this to happen and how can Miloh and I help with this?



2009/12/10 Rachel McConnell <rachel at xtreme.com>

> There is a bunch of crap to deal with.  Here is what I can think of:
> 1. I forgot to mention this in the election hoo-hah, but as of about a
> week ago I have received YES emails from everyone who was a member when
> Shannon was consensed as a director.  We need to do something with
> this... have to work out exactly what.
> 2. Welcome Miloh & Ani... whoever is managing this list (Andy?) please
> put them on it!  Let Andy know if I don't have the right email above.
> 3. Do we need to notify any governmental organization about the changes
> to our board & officers?
> 4. Are we out of an ED?  Someone pointed out to me recently that the
> Bylaws state that directors hold office until replaced, but that clause
> is not applicable to officers, and the ED term is supposed to be a year.
>  The board is responsible for appointing the officers; WE do that by
> making the membership decide and then rubber-stamping it.  I personally
> do not have interest in running another election and would love for
> someone else to take that particular task on.
> 5. The one task the ED is supposed to do is a yearly accounting of
> finances.  Last year didn't really have much but maybe Jake, you could
> ask Mitch for his records through Dec 31 2008?  Or we could ignore it.
> Not sure if there is any penalty for that.  I suppose removing the ED
> from office should be sufficient and I'm pretty sure we have to do that
> anyway.
> 6. We need to officially change our address to 2169 and file some
> paperwork about that.  I remember noticing this a while ago and made a
> wiki page for board business,
> https://www.noisebridge.net/wiki/Board_Business.  I'm not putting the
> rest of this on there yet b/c I'm not sure of any of it yet.
> I have a feeling there is something else but I can't think of it.
> Rachel
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