[Noisebridge-discuss] Noisebridge structure

Fri May 30 19:35:42 UTC 2008

I think the best way to ensure that the corporation follows the will of the
membership is to build it into the mission statement/statement of purpose in
both the bylaws and the articles.  Something along the lines of "acting in
the interests of the community served".  The section of the bylaws on
director's standard of care could be more explicit about seeking input from
the group too, but the first obligation is the mission statement, and if we
don't make it clear that the corporation exists to serve the interests of
the participants it might not hold up as well.

On a related subject, scientific research , as long as it's public, is a
501(c)(3) charitable purpose too, so we might want to mention research along
with education in the statement of purpose to increase the range of
activities that we can say are serving our charitable purpose.

The current statement in the bylaws reads:
*Noisebridge offers work space and storage to pursue projects related to art
and technology. Through talks, workshops, and projects people work on
together, we encourage knowledge exchange, learning, and mentoring in a
safe, clean space.

*I was thinking we could add something along these lines:*
**Noisebridge offers work space and storage to pursue projects related to
art and technology. Through talks, workshops, and projects people work on
together, we encourage collaborative research, knowledge exchange, learning,
and mentoring in a safe, clean space. Our activities are performed in
service to and with guidance of the community of participants.*

On Fri, May 30, 2008 at 10:42 AM, Mitch Altman <maltman23 at hotmail.com>
wrote:

>  Will of the membership:  for either option, the board will be required by
> our bylaws to fulfill the will of the membership (that's a phrase that we
> came up with last Tuesday that seemed to capture an important concept).  It
> means that the board does what the membership (big M or little m, depending)
> votes for.  How, exactly, the membership votes is TBD, and doesn't need to
> be in the bylaws.  But we need to formalize that soon after we send the
> bylaws in, along with formalizing how to accept new members and get rid of
> members.
>
> Mitch.
>
>
> ----------------------
> > Date: Thu, 29 May 2008 15:13:52 -0700
> > From: rachel at xtreme.com
> > To: maltman23 at hotmail.com
>
> > CC: noisebridge-discuss at lists.noisebridge.net
> > Subject: Re: [Noisebridge-discuss] Noisebridge structure
> >
> > 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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> > > Noisebridge-discuss at lists.noisebridge.net
> > > https://www.noisebridge.net/mailman/listinfo/noisebridge-discuss
>
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