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

Jean Rintoul jean.rintoul at gmail.com
Fri Oct 16 03:13:08 UTC 2009


On Wed, Oct 7, 2009 at 1:40 PM, Matt Ho <matt.ho at gmail.com> wrote:

> On Sat, Sep 19, 2009 at 9:23 PM, Rachel McConnell <rachel at xtreme.com>wrote:
>> A month ago I sent the below email.  All you need to do is reply with
>> YES in your message.  Take 2 seconds and do that now, please!  If you
>> already replied, please accept my apologies and re-reply because I
>> didn't get it.
>> thanks, Rachel
>> ----
>> 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.
>> Thanks!
>> Rachel
>> -----
>> 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
>> directors."
>> Additionally,
>> "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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