[Noisebridge-discuss] bylaws update

[Noah Balmer]

>
> > *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?

I also prefer concise bylaws, but I think they should make the provision for
removing board members clear one way or another.

In this case, it might be best just to specify that members can remove
directors as described california corporations code section 5222.

There still could be problems with this.  Subdivision (f) of 5222 allows the
bylaws at the time of a director's election to override the legal provision
for removal, so if we rely purely on 5222, we may want control of the bylaws
to be in the hands of the members rather than the board.

>
>
> > 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.

I'm not sure about this in light of of 5222(f).  If I was looking for a
"security flaw" in the law, that would be it.  My understanding is that we
want a dispute between the board and the members to be won by the members.
If the members control the bylaws (and perhaps the articles of incorporation
too?), they hold all the cards.

>
>
> > **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.


That's the example I based the current text on.  In previous discussions
however, we'd said that the treasurer should be in charge of this.  It's no
more complicated to say "treasurer" rather than "board", so it's less a
question of whether there's a provision and more a question of which of
those option we pick. I'm not too worried about the ability to fix bugs,
because we can always change the bylaws.  I'm more concerned with people
having arguments if the bylaws are unclear.

-Noah


>
> -andy
>
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