[Noisebridge-discuss] bylaws update

[David Alexander Molnar]

On Fri, 23 May 2008, Noah Balmer wrote:

> *Throwing out the board*:
> I propose that a 2/3 vote of the members can order an immediate election to
> replace any board member with or without cause. The term of a director
> elected in this way ends at the following annual meeting.

Agree with this. Certainly agree that members can throw out board. I also 
like the 2/3 vote of members.

Question: is this 2/3 of all members, or 2/3 of quorum at a meeting
(where quorum could be 1/3 of the members) ?

I'm fine with either, but we should be clear. Suspect obtaining votes from 
2/3 of all members will be significantly harder than 2/3 of quorum, 
though, which does not fit with our stated goal of making it easy to 
"throw the bums out."

> *
> Vacancies on the board:*
> Similarly, if there's a vacancy on the board for any reason (resignation,
> eaten by a grue), an election should take place to fill it, and the term
> should end at the following annual meeting.

Disagree with this. I think it is OK to let the remaining Board members 
fill the vacancy. The members can throw out anyone unsuitable, and the 
term of the Board-appointed member will be short in any case.

> *Amendments to bylaws:*
> Current version gives full control to directors.  I think the members should
> be able to throw out the whole board if they decide to (see above).  In
> order to allow for that, the members need to have control of the bylaws,
> otherwise the board can just change the bylaws to prevent their own
> removal.  I propose that amendments to bylaws require a 2/3 vote of the
> members, or unanimous written consent.*

Agree strongly with this. Same question as above about quorum.


> **Dues:*
> The bylaws should state who's responsibility it is to negotiate dues with
> each member.  I think that should probably be the treasurer, to keep things
> simple, but it could be the board.

Agree with making it the CFO/treasurer. Should be a single person to 
ensure something gets done. If worried about CFO as single point of 
failure, can allow Board to authorize additional persons to negotiate.

-David Molnar