[Noisebridge-discuss] Noisebridge Executive Director

[Jeffrey Malone]

The bylaws set out the official responsibilities of the ED:

Article V Sec 6:
The Executive Director shall be the chief executive officer of this
corporation and shall, subject to control of the Board, generally
supervise, direct and control the business and other officers of this
corporation. The Executive Director shall preside at all meetings of
the Board of Directors. The Executive Director shall be a member of
all Board Committees, and shall have the general powers and duties of
management usually vested in the office of Executive Director of the
corporation and shall have such other powers and duties as may be
prescribed by the Board or these Bylaws.

My interpretation:
The ED is the boss of the other officers.  The ED will be the
moderator for board meetings, be a member of all board committees
(we've had none to date), and can legally act on behalf of Noisebridge
-- along with any other powers as prescribed by law.  On rare
occasional, legal contracts may need to be signed by the ED.  The ED
also answers to the board.

Article VIII Sec 3:
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.

My interpretation:
The ED instructs the treasurer to prepare a report detailing the
fiscal items as listed.  The ED then must present this report to each
of the board members within the first 120 days of the calendar year
(our fiscal year matches the calendar year).


As such, the duties are quite light.  The amount of work involved is
by far the least of the three officer positions Noisebridge has.

Jeffrey


On Sat, Feb 27, 2010 at 8:56 AM, Mikolaj Habryn <dichro at rcpt.to> wrote:
> Is there an official answer on that second point, being what is
> expected of an ED? A few people have mentioned this to me in passing,
> and I have no aversion to my name being put forward for the position,
> but I am somewhat curious as to what the ED should (or shouldn't?) do
> in future to avoid similar concerns arising next time.
>
> m.
>
> On Sat, Feb 27, 2010 at 8:16 AM, Jeffrey Malone
> <ieatlint at tehinterweb.com> wrote:
>> Okay, so we've all spent the last four days twiddling our thumbs after
>> a fun filled meeting.
>>
>> For those not at the meeting, here's a very brief review of what
>> happened, as there doesn't appear to be meeting notes posted anywhere:
>>
>>  - Mitch was blocked from becoming ED.
>>  - Drama ensued as people argued about what the ED was, either
>> according to the bylaws, or how they viewed the role, which sometimes
>> differed.
>>
>> We then all agreed on this plan:
>>
>> That we would present a new candidate for ED on Tuesday, March 2.
>> That this would be a candidate who we all would approve on March 9, so
>> as to get this whole ordeal over with ASAP.
>> The idea was that we'd talk about candidates, and make sure that by
>> Tuesday, we'd have someone picked out who was willing, and none of us
>> hated.
>>
>> So four days later, and not a word from anyone.  We're failing at this.
>>
>>
>> I also have a question that someone out there may know.
>> As is my understanding, being an officer of a corporation in
>> California is akin to being employed by that organisation (whether you
>> receive compensation or not).  Thus, there may be a requirement that
>> the ED be able to legally work in California.  Is this a valid
>> understanding?
>> If so, any candidate we submit must be able to legally work here.
>>
>>
>> So I encourage all of you to think of someone that you think would do
>> alright as ED, and talk to them.  Ask them to step forward and be a
>> candidate.  Please do it quickly!
>>
>> Also, I'd like to remind people, that no person will be everyone's
>> favourite choice for the job.  Consensus is not about approving, but
>> specifically not disapproving.
>> In the interest of productivity, and unity, I would personally
>> encourage anyone who takes issue with any candidate to do the
>> following:
>>  - Talk to the person about your concerns.  See if they can be worked
>> out.  Ask others to help if you'd like.
>>  - Think to yourself whether you would be OK with them being ED, even
>> if you generally wouldn't want them to be.  If so, let your concerns
>> be known, but realise that if you are a minority voice, it may be wise
>> to yield to the will of the group.
>>  - If you have irreconcilable differences with a candidate becoming
>> ED, SPEAK UP.  QUICKLY.  Try talking to them, but please do not wait
>> until Tuesday to say so.
>>
>> Jeffrey
>> _______________________________________________
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>> Noisebridge-discuss at lists.noisebridge.net
>> https://www.noisebridge.net/mailman/listinfo/noisebridge-discuss
>>
>