[Noisebridge-discuss] Noisebridge Executive Director

Andy Isaacson adi at hexapodia.org
Sat Feb 27 23:52:20 UTC 2010


On Sat, Feb 27, 2010 at 02:19:49PM -0800, aestetix aestetix wrote:
> Would someone politely explain what the purpose of Executive Director is,

The purpose of the executive director is to satisfy the legal
requirement of the State of California that we have one in order to be a
corporation.  You have to be a corporation to be a nonprofit, and you
have to be a nonprofit to get 501(c)3 status.  So while we could decide
to give all that up, it would be a giant pain and would reduce our
abilities substantially.

AFAIK, the only required duty of the ED is to file the aforementioned
report in the first quarter of each calendar year.

We also use the ED to complete legal requirements for various other NB
projects, such as signing paperwork to get permits (such paperwork
generally needs to be signed by "an officer of the corporation" and
board members don't count as officers according to the people who accept
the paperwork).

An important property of the ED, in my opinion, is that they not be
willing to use their position outside of the limited furtherance of the
goals set forth above.  I've phrased this as "the most important thing
about the ED is that they not do anything" in the past.

If we want to continue operating as we have been (as a nonprofit
corporation), California law requires that we have:

0. a set of bylaws.  (we already have one; I have a spare copy if you
   want it.)
1. an ED, secretary and treasurer.  These names can be changed but it's
   a pain to do so.  The positions are immutable and have various
   responsibilities outlined in the bylaws.  There have to be at least
   two humans between those three offices (one person can hold two, but
   not all three, positions.)
2. a board.  Our bylaws give the size; currently it's 5 but can easily
   be changed up to a maximum of (IIRC) 11.

We currently have all of these things.  AFAIK, until the board appoints
a new ED, Jake continues in his appointment from last year.

-andy



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