[Noisebridge-discuss] Noisebridge structure

Wed May 28 21:51:27 UTC 2008

I want to be part of a group of hackers who teach stuff, learn stuff, make
fun things, and have a community presence.  I'm personally much more
interested in that than I am in trying to map anarcho-collectivism onto an
inappropriate part of california legal code.  I'd much rather just do the
incorporation in some standard way, with no unusual distribution of legal
responsibilities and get on with renting a place.

There was a proposal repeatedly advanced (demanded?) last night, that the
members should have all the power and the board should have all the
liability. I am uncomfortable with people having power without being held
responsible for their actions, because it invites abuse.  In the al-qaeda
training manual example that Mitch gave, the members are making a decision
that they have no legal liability for, and requiring the board to take on
its consequences.  I think anyone who wants the ultimate decision making
power should have to take on ultimate legal responsibility for their
actions.  To do otherwise is unethical.

I prefer Mitch's option 1.  I think it has the least bureaucratic overhead,
and it works for a lot of organizations.

I'm alright with option 2 as well, as long as the board members are the
ultimate decision makers.  I think there's unnecessary bureaucracy in this
method, and a fair bit of invitation to demagoguery, but it can work as long
as all the members understand what's going on well enough to vote wisely.

I'm not comfortable with the other proposal that was advanced to give the
board no power, and only liability. As far as I can tell it's a legally
untenable position that invites clique wars and lawsuits.  If we go down
that road I'm much less inclined to help.

On Wed, May 28, 2008 at 12:04 PM, Mitch Altman <maltman23 at hotmail.com>
wrote:

>  Thanks for the great discussion at last night's meeting.
>
> Lots of really good points were discussed.  In the last couple hours of the
> meeting we all discussed a bunch of points that Noah brought up that, I
> think, are important for us to be conscious about.
>
> The Bylaws are a requirement for incorporating under state law.  I think
> everyone would agree that it is a pain that they are required to
> incorporate.  I'm proceeding assuming that we are heading for a non-profit,
> tax-exempt CA non-profit corporation.  And we need bylaws to do this.
> Taking that as a given, it would be ideal if we could have a written
> document that clearly states our intentions for how we wish to govern
> ourselves, and that also meets the requirements for Bylaws as required by CA
> state law.  Also, rather than codify all possible what-ifs into our bylaws,
> I think we all agree that we want as simple a set of bylaws as possible,
> finding an organizational structure that meets this balance:  making it as
> likely as possible that the organization moves forward smoothly into the
> future, while not trying to solve too many possible awful problems that may
> arise in some dystopian future.
>
> What I took from last night's meeting is a discussion of two main ways (and
> some in between ways) of structuring things that will work under CA law:
>      1) Noisebridge has a board of directors that has all of the legal
> responsibility and liability for the corporation.  The board is the only
> body in the corporation that makes decisions.  The board is required by law
> to fulfill the will of the members ("small m" -- no CA legal requirements).
> The board will consist of 5 or more members that have staggered terms and
> term limits, so there are always new people with fresh perspective and
> always more experienced board members to keep continuity.  If any board
> members do not fulfill their legally required role in fulfilling the will of
> the members of Noisebridge, then other members of the board will kick them
> off of the board.  If that doesn't happen, and things go to hell, then
> members can sue the board (but if things get that far out of hand, we've
> failed).
>      2) Noisebridge has a board of directors that has all of the legal
> responsibility and liability for the corporation.  The board makes decisions
> based on Noisebridge Member decisions (these are "big M" Members).  [We do
> not need to codify how the Member decision making process in the bylaws, but
> need to come up with that at some point if we have (big M) Members.]  If
> board members see a conflict between Member decisions and the law (or
> personal conviction), they have two means of recourse:  A -- refuse to
> implement a Membership decision;  or B -- resign from the board.  Members
> elect all board members, where board members must be (big M) members.
> Members also can get rid of board members who are not fulfilling the will of
> the Members of Noisebridge.  Getting rid of a board member requires a large
> percentage of the Members (2/3 or 3/4 or 80%, or some such amount TBD).  In
> this way, the board always consists of people that all Members are cool
> with.  If that stops happening due to clique-in-fighting, then the board
> will devolve into inexperienced people with little to no support from past
> board members (but if things get that far our of hand, we've failed).
>
> If people are always totally cool, then either of the above options would
> work fabulously, since everyone would always take everyone's feelings and
> points of view into consideration when doing everything they do, and any
> misunderstandings would be easily cleared up.  On the other hand, since we
> are all human, misunderstandings are bound to arise, and we need to have a
> structure that allows for clearing up misunderstandings, and preventing
> abuse of power as much as possible (without trying to solve too many awful
> problems before they arise).
>
> Option (1) may lead to abuse of power of some or all board members.  Option
> (2) may lead to abuse of power of charismatic Members forming cliques.
> Neither is perfect in an imperfect world.  Which one meets our requirements
> and sensibilities better?
>
> Correct me if I'm misinterpreting you, Noah:  Noah pointed out that one
> thing he is uncomfortable with in option (2) is that (by CA law) each board
> member takes on all legal liability for Noisebridge, but since each board
> member has only one vote in the Noisebridge decision making process (since
> all Noisebridge Members have only one vote), board members have very little
> say in the Member's decision that each board member must implement and are
> legally liable for.  This means that Noisebridge Members must be relied upon
> to make decisions that are legal by federal and state and local law,
> otherwise the Noisebridge Members are putting members of the board in legal
> (criminal) jeopardy.  (A hypothetical example:  Noisebridge Members decide
> to put Al Qeda training manuals on the Noisebridge server -- since this is a
> free speech issue, a enough Members might want Noisebridge to do this, but
> the US government has none-the-less made this illegal -- and when
> Noisebridge is busted, since the US government does bust people, individuals
> on the board are legally responsible and liable.)
>
> One of my main motivations for wanting to put a lot of energy into starting
> a hacker space is to create a community space for people to do way cool
> things!  Another big motivator is the inspiration I got from Chaos events
> I've been to.  With no permanent leaders, the Chaos people make incredibly
> wonderful things happen -- they know anarchy!  And by anarchy, I mean people
> stepping up to temporary positions of leadership to temporarily organize
> people for projects and others learning and sharing their expertise and
> energy and enthusiasm to help out -- where the temporary leadership roles
> keep changing, and so do the people stepping up to them.  Americans may not
> be as well suited for this sort of social structure as Berliners.  I've been
> part of plenty of groups that aspire to these social structures, some more
> and some (way!) less successfully.  I see Noisebridge as a social experiment
> to see if we can create this sort of magic in the Bay Area.  There are lots
> of reasons why we can't succeed.  But I think that we can create a space
> were magic happens, where community happens, where cool things continually
> happen, where people do awesome things and learn things they never even
> thought of before!  It won't always be easy, but if we do things right, it
> will always be way rewarding.
>
> I think we are very close to finishing a beginning set of bylaws that will
> allow us to create our magic.  Let's pick a structure, finish off the bylaws
> so I can mail them in, get a bank account, rent a space, and do some amazing
> hacking!!
>
> Comments?
>
> Mitch.
>
>
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