[Noisebridge-discuss] Bylaws committee

[jim]

   i don't interpret the description of the annual 
report as weighty, just required. as to >50K, if we 
get some such donation, it may trigger an audit; at 
least our report should mention it. if we don't, it 
doesn't matter that the bylaws say we should include 
it in our report. 
   so far i don't get the reason for changing the 
bylaws; i do see a need to produce an annual repott. 


On Wed, 2010-02-24 at 21:42 -0800, Ian Atha wrote:
> 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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