Meeting Notes 2008 06 17
(See discussion below for how we got here.)
Option 2 - Board + Members.
Initial Board Members (5):
- Mitch Altman
- Jake Appelbaum
- Rachel McConnell
- Andy Issacson
- Noah Balmer
Initial Officers (3):
- Executive Director - Jake Appelbaum
- Treasurer - Mitch Altman
- Secretary - David Molnar
- Jake asks Wendy Seltzer to contribute suggestions
- Mitch takes bylaws to Carol Gee for review (David M. paying for 1 hr time)
- Final drafting/editing of bylaws
- Incorporation meeting - sign Articles, Bylaws, file with state
- Obtain bank account
- Find a space, sign lease
- Throw party
How We Got There
These are partial notes on our four-hour-plus discussion. Please add or modify for accuracy as needed.
- Points brought up in favor of Option 1 over Option 2 included:
- Difficulty of obtaining 50%+1 of all members for major decisions (bylaws amendment involving Member rights, kicking out Board members), given that we have trouble gathering that many people for meetings now.
- Increased overhead in record-keeping involving Members
- "Interested persons" for IRS purposes (e.g., we have to be aware of how we pay board members and Members, since the IRS may be concerned that we are using our non-profit status improperly)
- Membership meetings must be noticed 10 days in advance
- Bringing up new business not included in meeting notice needs 1/3 of all membership
- Perceived benefits for Option 2 not specific to Option 2
- Listening to will of membership could be achieved through strong mission statement
- Oversight relies on interested parties and culture of transparency ; Option 2 by itself would not prevent problems such as seen in Hackers On A Plane. The fix for problems of that kind is better governance and transparency in day to day operations.
- External bylaws do not need to reflect all details of internal governance
- and in the case of consensus process, cannot reflect such details due to CA law
- Points brought up in favor of Option 2 over Option 1 included:
- Principle of Members electing Board and other Members
- Members can recall non-performing Board member
- Avoids self-perpetuating clique of Board members
- Option 2 "light" - we envision Member meetings (i.e., formal meetings, as defined by law) only for elections, plus cases where Members believe Board is taking the wrong tack and want to discuss (we envision that Members, along with other participants of Noisebridge, will be continually engaged in open dialog about issues of interest and concern)
- Day to day operations are up to Board + Officers, and in particular they can do things like negotiate a lease without needing to always have lease approved by all Members
- Greater investment of Members will tend towards more transparent culture, more oversight, therefore tend to avoid problems such as seen in Hackers On A Plane.
- External bylaws should closely as possible reflect internal governance
- if we have members playing a large role in decisions, they should also be Members
- We briefly discussed an Option 1 with a large Board of Directors (all "Members" are "Directors")
- Pro: avoid some of the overhead of Option 2, keep principle of everyone in control
- Con: large board unwieldy even w/committees, Board members have duty of care, duty of loyalty, no one has any idea if we could get directors&officers insurance for such a thing
- We also briefly discussed having officers replaced by very small shell scripts. The point would be to effectively "unbundle" some of the powers of each officer, by having a legal entity that delegated some powers as needed to different persons (e.g. an "education president" and a "sysadmin president" getting powers as needed from a small shell script serving as board of directors.) The idea owes a debt to Charles Stross _Accelerando_. Unfortunately, California law does not appear to allow shell scripts to serve as directors. David M. pointed out that in Accelerando this trend leads directly to all "normal" humans (i.e. non posthumans) being unable to function successfully in the resulting economy and so they must all emigrate to Saturn.
Final positions: (Thanks to Matt for his notes; the "counted as" come from there. Edit if you disagree with characterization.)
After exploring our options and discussing the pros and cons, this is roughly where we ended up:
- Noah Balmer felt strongly that Option 1 was preferable due to decreased overhead and to the problems that could result from apathetic Members in Option 2. Would not block if we decided to implement Option 2, but he would not vote for it and thought it was the wrong direction.
- Jake Appelbaum felt strongly that Option 2 was preferable due to principle of member control plus past bad experiences with Hackers On A Plane. David Molnar preferred Option 2 with the understanding that it would be "light" and membership meetings happen rarely, but would not block Option 1.
- Rachel could go either way, slightly preferred option 1, but counted as neutral.
- Andy could go either way, slightly preferred option 2, but counted as neutral.
- Matt could go either way, pointing out that we all want to focus on real hacking and not on law hacking, and counted as neutral.
- Mitch would not block either way, but preferred option 2, counted as option 2.
- Eec and Audrey abstained.
The decision was Option 2, with the clarification that the day to day running is handled by the Board and Officers. The Members have formal meetings rarely, mainly to elect Board and new Members.
We then discussed initial board members and initial officers. The results emerged without objections and are recorded above. Finally we talked about next steps and called it a night.
Agenda & Pre-Meeting Notes
Bigass Bylaws Meeting!!
Two already written up versions of our bylaws will be written up and ready to choose between. Everyone interested in finishing off the bylaws will be locked in a room, and no one gets out till we choose between option 1 (without big-M Members) or option 2 (with big-M Members), and we have our bylaws typed up and ready to mail out to the state!
If we choose Option 2, we will need to decide whether to approve the suggestion that we have a lawyer (perhaps Carol Gee, who we met with earlier about our bylaws) take a look at them before mailing in our bylaws (since bylaws with big-M Members are more complex, legally). David has graciously offered to pay for an hour of lawyer fees for this. If approved, we will need to choose the lawyer.
Here is the Bylaws, with Option 1 parts in yellow, and Option 2 parts in green (and all parts in common are in black):
Here are some notes for discussion (taken at the committee meeting where we came up with Option 1 and Option 2 Bylaws):
A formal method for accepting new Members (big-M or little-M). Option 1: active people get together and say they are cool with a person becoming a member Option 2: same as Option 1, but we also need to have a meeting where Members vote a Member in.
Article II, Section 1, Option 2: Two months, or three, or ?
Note: if we have big-M Members, the minimum notice for an agenda item is 10 days, so if someone wants to bring up an agenda item, they may need to bring it up 3 meetings away (e.g, if it’s Monday the 1st of the month, the next meeting is 1 day notice, the 2nd meeting is 8 days, but the 3rd meeting is 15 days, which is OK). But if there is a meeting where there is a quorum (with more than 1/3 (or X%), then something new can be brought up.
Article II, Section 8, Option 2: If 2/3 needed for kicking out a board member, then might be difficult to get rid of them, since it is 2/3 of all Members (not just 2/3 of a quorum). If 50%+1, then easy for a clique to get rid of a board member as soon they get a majority
Article III, Section 1, Option 2: We need a lawyer to word this section for us.