[Noisebridge-discuss] Bylaws!

David Molnar dmolnar at eecs.berkeley.edu
Tue Apr 8 03:40:15 UTC 2008


> For example, there are a "no members clause", saying explicitly that we
> shall have no
> members. It is not clear to me what this means, it seems counter to the
> purpose of the
> whole organization. Is it that "members" have some legal significance we
> want to avoid?

Yes, it is that "Member" has some legal significance. (I meant to send 
this much earlier, I apologize for the delay.)

Non-profit public benefit corporations in California are established 
through Sections 5000 to 6910 of the California corporations code. You 
can view a table of contents of the Code here, with links to specific 
sections:
http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp&codebody=&hits=20

The short of the issue[*] is that having legal "Members" (capital M) in 
this sense means that the provisions of the law regarding Members would 
apply to us and put some restrictions on how Noisebridge could operate. 
The thinking at the time we were kicking around these bylaws was that we 
wanted to avoid this overhead. My recollection of our meeting with Carol 
is that she stated most of the public benefit corporations she works 
with avoid having captial-M Members for this reason. That's what I was 
thinking, anyway, when I told people that this draft looked good to me 
for posting to the wiki/mailing list.

That being said, the issues you raise and Paul raise are good ones and 
we need to figure out how to address them.

The bylaws on the wiki are a starting point for discussion, not a 
foregone conclusion. So I'd welcome continuing to talk through this with 
you and others (hope that doesn't sound too lobbyist-lisk). Tomorrow's 
meeting sounds like an opportunity to discuss things in person.

-David Molnar

* Some of the long of it:

Chapter 3, sections 5310-5354 of the Code sets out some basics about 
what it means to be a "Member." Sections 5340-5342 also put some limits 
on actions corporations can take to expel members or eliminate classes 
of membership.

Then in the rest of the Code, the law spells out specific obligations, 
duties, and rights of members. For example, Chapter 5, sections 
5510-5527 prescribe that a public benefit corporation with Members must 
meet so-and-so often, must provide notice to the Members of the 
meetings, prescribe the allowable forms of notice, and so on and so 
forth. Section 5710 spells out cases in which Members may bring legal 
actions on behalf of (or against) the corporation. Section 6320 talks 
about notice and records of meetings again. Section 5911 and following 
discuss cases where the Members must approve sale of property. Approval 
also means something specific defined in the law, in Section 5034, which 
states that:

"5034. "Approval by (or approval of) the members" means approved or
ratified by the affirmative vote of a majority of the votes
represented and voting at a duly held meeting at which a quorum is
present (which affirmative votes also constitute a majority of the
required quorum) or written ballot in conformity with Section 5513,
7513, or 9413 or by the affirmative vote or written ballot of such
greater proportion, including all of the votes of the memberships of
any class, unit, or grouping of members as may be provided in the
bylaws (subdivision (e) of Section 5151, subdivision (e) of Section
7151, or subdivision (e) of Section 9151) or in Part 2, Part 3, Part
4 or Part 5 for all or any specified member action."
http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-06000&file=5002-5080

so this seems to "bake in" majority voting as the method for approving 
or disapproving actions, which may not be what we want.

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