[Noisebridge-discuss] Bylaws!

Mon Apr 21 01:20:55 UTC 2008

Where are we at in the bylaws discussion and incorporation now?

Al

On Apr 8, 2008, at 10:24 AM, Mitch Altman <maltman23 at hotmail.com> wrote:

> 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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