[Noisebridge-discuss] Bylaws committee

Ian Atha thatha at thatha.org
Thu Feb 25 05:42:03 UTC 2010


On Wed, Feb 24, 2010 at 09:17, Sai Emrys <noisebridge at saizai.com> wrote:
> I wasn't at the meeting, and I'm guessing others weren't either. What
> was the issue w/ the bylaws?

>From https://www.noisebridge.net/wiki/Meeting_Notes_2010_02_23 ,
Christy added the following discussion item:

*Revocation of article VIII Section 3 of the bylaws*

The weighty report recommended there has never been performed, nor has
the operational complexity of Noisebridge been substantial enough to
warrant such a lengthy report. It is recommended instead that the
treasurer present a year-end summary report of expenses and donations,
including any possible specifics mentioned in the bylaws. (as these
are probably legal reporting requirements of a corporation.)

VIII.3 currently reads "Annual Reports to Directors. Within 120 days
after the end of this corporation's fiscal year, the Executive
Director shall furnish a written report to all directors of this
corporation containing the following information:
(a) the assets and liabilities, including the trust funds of this
corporation, as of the end of the fiscal year;
(b) the principal changes in assets and liabilities, including trust
funds, during the fiscal year;
(c) the revenue or receipts of this corporation, both unrestricted and
restricted for particular purposes, for the fiscal year;
(d) the expenses or disbursements of this corporation, for both
general and restricted purposes, for the fiscal year; and
(e) any transaction during the previous fiscal year involving
$50,000.00 or more between this corporation (or its parent or
subsidiaries, if any) and any of its directors or officers (or the
directors or officers of its parent or subsidiaries, if any) or any
holder of more than ten percent of the voting power of this
corporation or its parent or subsidiaries, if any, and the amount and
circumstances of any indemnifications or advances aggregating more
than $ 10,000.00 paid during the fiscal year to any director or
officer of this corporation. For each transaction, the report must
disclose the names of the interested persons involved in such
transaction, stating such person's relationship to this corporation,
the nature of such person's interest in the transaction and, where
practicable, the value of such interest.
The foregoing report shall be accompanied by any report thereon of
independent accountants or, if there is no such report, the
certificate of an authorized officer of this corporation that such
statements were prepared without an audit from the books and records
of this corporation."

In the meeting, the idea of cognitive dissonance between our practices
and what the bylaws say, were discussed. As an example, Christy
mentioned that the >$50k transaction reporting requirement shouldn't
be there, as we're unlikely to be involved in such transactions. (It
seems that that particular requirement derives straight from
California statutes:
http://codes.lp.findlaw.com/cacode/CORP/1/1/d2/2/13/2/s6322)

This has somehow gotten to "I WANT TO CHANGE EVERYTHING" and "I WANT
TO CHANGE NOTHING".

Would it be possible for people, prior to the physical meeting of The
Subcommittee That Christy Named Herself Empress Of, to have a list of
specific grievances, citing specific articles of the bylaws, and
proposed amendments?

We should at least figure out if we _can_ write whatever we want in
the bylaws. As far as the annual report is concerned, it is a well
spelled out legal requirement and there seems to be little we can do.



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