[Noisebridge-discuss] Noisebridge structure

Thu May 29 22:13:52 UTC 2008

Hey people who may not have the time/energy to get involved in this 
tedious bylaws process but are following it!

Please take just a minute and pick one of the two paths Mitch has laid 
out here (1 or 2) -- or say you'd be happy with either.  What is the 
Will of the Membership???  Do we feel strongly about this or is it more 
of an Enh?

Rachel

Mitch Altman wrote:
<snip>
> 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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