[Noisebridge-discuss] bylaws update

[Andy Isaacson]

On Fri, May 23, 2008 at 12:30:40PM -0700, Noah Balmer wrote:
> I have a few ideas I'd like feedback on.  Some of these are on the talk page
> but, for you convenience, I'm putting them here where they'll get more
> exposure.

Yeah, FWIW, I don't think :Talk is a good fit for how we use the wiki;
I'd prefer discussion happen on the mailing list (or just possibly on
IRC) with any contentious issues postponed until an in-person meeting.

> *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.

This seems like a reasonable idea, but the details are a bit tricky.  If
we can get away with leaving stuff out of the bylaws (because the corp
code already provides for a method, for example), I would prefer our
bylaws be shorter rather than longer.

In this particular case, the members already have the ability to recall
the board.  From the California Corporation Code:

http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-06000&file=5220-5227
5222.  (a) Subject to subdivisions (b) and (f), any or all directors
may be removed without cause if:
   (1) In a corporation with fewer than 50 members, the removal is
approved by a majority of all members (Section 5033).
   (2) In a corporation with 50 or more members, the removal is
approved by the members (Section 5034).

Given that, do you want to adjust your proposal?

> 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.

The baseline rules for this are set forth in the law too:

http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-06000&file=5220-5227
5224.  (a) Unless otherwise provided in the articles or bylaws and
except for a vacancy created by the removal of a director, vacancies
on the board may be filled by approval of the board (Section 5032)
or, if the number of directors then in office is less than a quorum,
by (1) the unanimous written consent of the directors then in office,
(2) the affirmative vote of a majority of the directors then in
office at a meeting held pursuant to notice or waivers of notice
complying with Section 5211, or (3) a sole remaining director.
Unless the articles or a bylaw approved by the members (Section 5034)
provide that the board may fill vacancies occurring in the board by
reason of the removal of directors, or unless the corporation has no
members pursuant to Section 5310, such vacancies may be filled only
by approval of the members (Section 5034).
   (b) The members may elect a director at any time to fill any
vacancy not filled by the directors.
   (c) Any director may resign effective upon giving written notice
to the chairman of the board, the president, the secretary or the
board of directors of the corporation, unless the notice specifies a
later time for the effectiveness of such resignation.  If the
resignation is effective at a future time, a successor may be elected
to take office when the resignation becomes effective.


> *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.*

Nope, since the Code doesn't say "unless provided otherwise by the
bylaws" the "50% can throw out a director" rule is immutable.  AIUI,
IANAL.

> **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.

We shouldn't make the bylaws too specific, because that may prevent us
from fixing bugs later.  Here's an example text that sounds pretty good:

http://www.cirgis.org/docs/CIRGIS_Corporate_Bylaws.pdf
    Any person dedicated to the nonprofit public benefit purposes of the
    corporation shall be eligible for membership on approval of the
    membership application by the board and on timely payment of such
    dues or fees as the board may fix from time to time.

We've decided on slightly different rules for membership, but the part
about dues sounds just about right.

-andy