[Noisebridge-discuss] Noisebridge Executive Director

[Sai Emrys]

On Sat, Feb 27, 2010 at 3:52 PM, Andy Isaacson <adi at hexapodia.org> wrote:
> 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.)

Since people are being nitpicky, a slight correction: the ED may not
also be secretary or treasurer. The latter two may be the same person.

IIRC, the ED must also be a CA resident. The other two need not be,
though the secretary has to manage documents at the corporate office
(i.e. 2169 I presume), which means they should live here too.

Also, although your bylaws appear to say they are (and it's quite
common), there's no legal need for the Chairman of the Board and the
ED to be the same person.

It's untrue that the position is *immutable*; it has some minimums
that are. You could, if you wanted, *add* more official requirements /
responsibilities / etc.

FWIW, I think that people are conflating two notionally different
things. There's the legal position of ED/President, and the social
one. The former is actually quite a thin thing. I can only think of
about a dozen things I've ever done *officially* as President of the
LCS (also a 501(c)3). But the social aspect is important, to the
extent that you want the ED to be an advocate *with a title*, it's
nice for that title to be fancy. I think this is not quite in keeping
with the desire towards egalitarianism and officers as rubberstampers,
though.

There're some paperwork requirements that make changing the ED or
Treasurer roles a bit of a pain (e.g. you have to write to your bank
to get signature authority for the new guy; you have to tell the CA
SoS), so just for that reason I'd suggest it's not a good idea to have
it be a fast flux position. But notionally I think it'd be in keeping
with NB's philosophy for the ED to be a minimalist role.

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

That's my reading as well. Officers serve until replaced; Board
members have terms of office.

On Sat, Feb 27, 2010 at 1:37 PM, jim <jim at well.com> wrote:
>   wait a second. what do the bylaws say about
> running members over?

AFAICT, the consensus process is not in the bylaws and therefore has
no legal standing. It's therefore also not very explicitly documented.

I don't know any legal reason you couldn't make it official - the
requirement IIRC is simply that membership and board meetings both
have a very explicit rule for how to determine decisions and that
there be a certain minimum quorums. In fact, my nonprofit's bylaws
*do* say that BoD decisions are made primarily by consensus.

- Sai