[Noisebridge-discuss] Bylaws!

[Jonas S Karlsson]

Thanks David,

Another interesting alternative is to have no "Members" but let's say
"Cucumbers" or maybe "Hackers" who can identify themselves using a keychain
or such, that our bylaws gives the right to reelect the Board, overrule the
board decision, and the bylaws could specify how to govern our decision
making. I see no reason why our bylaws should not codify how we intend to
run it. I do have trouble with instating something which smells like
dictatorship, even if I would be the ruler. ;-) .

It's easy to say that this is not a problem in practice, but it may be at
some point. Alternatively, at such point would could just ignore what exists
and start something new. That seems to be the implied suggestion in this
proposal of bylaws as given. If we're ok with it as such then we can go
ahead.

Anyhow, should be an interesting discussion...

/Jonas

On Mon, Apr 7, 2008 at 8:40 PM, David Molnar <dmolnar at eecs.berkeley.edu>
wrote:

>
>  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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>
>


-- 
.sigh
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