[Noisebridge-discuss] Noisebridge Executive Director

[jim]

   i wonder about the roles of board of directors 
and officers. 
   my guess is that the primary role of the board 
of directors is to monitor the actions of the 
officers. if the officers are the executors of 
whatever noisebridge formally needs done as a 
501(c)3 corporation (and nothing else), then does 
it make sense that no officer should be a member 
of the board of directors? i believe many 
corporations include their CEOs on their boards 
of directors. 
   the question occurred to me; i present it 
hoping someone already knows the answer (e.g. 
"your premise is wrong!"). 






On Sat, 2010-02-27 at 09:10 -0800, Jeffrey Malone wrote:
> 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
> >> _______________________________________________
> >> Noisebridge-discuss mailing list
> >> Noisebridge-discuss at lists.noisebridge.net
> >> https://www.noisebridge.net/mailman/listinfo/noisebridge-discuss
> >>
> >
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