[Noisebridge-discuss] Bylaws!

[Mitch Altman]

Thanks for summarizing all that David!  That's helpful for me (and I'm sure to others, too) to remember what the legal issues are.  I look forward to the meeting tonight.

I hope people people interested in the bylaws will attend.  

And, if anyone can't attend in person, but would like to be cyber-present, we can work out an IRC and/or phone conference.  Noisebridge has its very own IRC channel (see https://www.noisebridge.net/index.php/IRC).  And I just set up a phone conference on a free service (called FreeConference).  Since I'll be at the meeting late, someone at the meeting should start the conference call (if folks there decide to do this).  Then other people can call in.  Here's the instructions for starting a conference, which is the same as for dialing in to join a conference:


            1:  
            On the chosen date and time (tonight, after things get settled after 8pm), call our dedicated dial-in telephone number, which is:
1 (906) 481-2000



         
            2:  
            Enter your Participant Access Code (558269), followed by the # sign
         
         

         
         
            3:  
            Announce yourself and join the conference.
         
         
See ya'll tonight.
Mitch.


-----------------
> Date: Mon, 7 Apr 2008 20:40:15 -0700
> From: dmolnar at eecs.berkeley.edu
> To: jsk at yesco.org; noisebridge-discuss at lists.noisebridge.net
> Subject: Re: [Noisebridge-discuss] Bylaws!
> 
> 
> > 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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