[Noisebridge-discuss] Bylaws!

[Rachel McConnell]

Jonas, thanks for taking the trouble to read the thing!  Now we can have 
a discussion.  Chime in peeps!

Jonas S Karlsson wrote:
> I'm confused by the language and the settings. It isn't clear to me what 
> is required to
> register the 501c3 compared to what is written there.

There are two things we have to register as:

1. CA non-profit corporation.  this requires the bylaws and board of 
directors and so forth.  we've got to do this first; after we are a 
legal entity, we can apply for -

2. IRS category 501-c3, so we can be tax-exempt, and collect tax-exempt 
donations.  this is a separate category with different requirements, 
which we haven't gone into very much yet.

> 
> 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?

Exactly.  A "member" under the CA Non Profit Public Benefit Law is 
someone who has voting rights.  Since we've been discussing having 
members be just people associated with Noisebridge, without a particular 
well-defined set of requirements, I'm not sure how we would tell who IS 
a member.  Plus there's the overhead of knowing what kinds of things 
need voting on, organizing the voting, making sure everyone knows about 
it, etc.  I believe Carol Gee recommended against having legal members, 
as well, but I don't recall why, can someone else chime in on this?

> 
> Also, I'm uncomfortable encoding that the Board of Directors are the 
> onces deciding about
> everything, as also in electing successors.

Makes sense.  The big reason is Simplicity.  If any decision process 
involves too many people it takes a geometrically larger amount of time 
(q.v. the Mythical Man-Month).  As we've discussed the concept of 'sudo 
leadership' the board should really not have to do anything except what 
the law requires board members to do... not sure if that's clear, let me 
try again.

Someone who wants Noisebridge to do Thing X should be able to just do 
it.  The board shouldn't have to be involved UNLESS there's a legal 
requirement for it, such as if Noisebridge-owned money has to be spent. 
  There are two ways, as I see it, to approach this in the Bylaws: 1. 
put a lot of effort and thought into describing what the board is 
allowed to do, and 2. only define what they HAVE TO do and let the rest 
just happen as it happens.  Both ways we will run into problems and have 
to sort them out.  It seems to me that the less restrictive approach is 
... well, less restrictive.

Also, it's nice not having to make too much up - I don't recall if I 
mentioned before, but I did find several other sets of bylaws for public 
benefit corporations online and compared them, and they all had very 
similar workings WRT the board of directors.

> 
> I understand in practice that this is maybe legally "required" but 
> somehow it doesn't
> seem to match the in way we intend to run it.

I don't know if it's required, legally.  As far as I can tell, we are 
required to have a board of directors, and I think 2 is the smallest 
number allowable.  There is a maximum number but I don't know what it is.

> 
> Could someone give some background information for understanding this?

Hopefully this helps to understand my thinking at least.

What changes would you suggest to be more comfortable?  Can you think of 
a way to let the general membership OFFICIALLY have more say, while 
retaining the fuzziness of who is in the general membership?  Do you 
think it would be better to define membership in some way?  Would you be 
happier if we were to insert some wording that the board should always 
do as little as possible?  This 'laziness' idea is certainly one I am in 
favor of, both as a general participant and as a potential director, but 
I don't know how we'd officialize it.  We did discuss the idea that the 
board would always have to approve any proposal by a member (again: 
who's a member?) but we weren't sure how to officialize that either.

BTW, obviously, everyone should think about these things, they're 
excellent points and Jonas is to be Commended for pointing them out.

Rachel