[sudo-discuss] Articles of Incorporation

[Eddan Katz]

One thing that came up at the meeting was the 4 minimal things that define what a board action is: Meetings; Notice; Quorum; & Voting.

I think the notice part may be something we need to pay attention to given the unconventional way in which we've progressed.

In regards to notice - I was not aware that we were going to discuss line by line parts of the proposed below with concerns not addressed by the proposal would only be entertained if it was attached to a full alternative proposal.

Since the email was sent out at 6:30 and I only got a chance to look at them when I got to the meeting and sat down and we began going through them.

While we have discussed these issues generally, I must admit that I was not prepared for specific edits and suggestions to the text. If I had known that getting consensus on these was taking place, I would have.
I think meaningful notice should be more than 1 hour.

Especially since (see quorum above) we had about 6-8 people - all guys except one woman for a part of the time; mostly under the General Caucasian ethnicity designation - I would say that this was not representative of Sudo Room generally.

I'd also be interested in some explanation of how the Board is chosen beyond the whoever shows up model that was suggested. Appointing one person to decide the rest of the Board also seemed inconsistent to me with core Sudo Room values. 

And in regards to the argument that we can write whatever on the articles of incorporation and just ignore them - I have serious reservations about that approach. When the shit hits the fan in terms of financial and tort (injury) liability - I doubt a court is going to be as generous in disregarding the only legal document related to that organization officially recognized by the State.


sent from eddan.com

> On Oct 16, 2013, at 6:22 PM, Marc Juul <juul at labitat.dk> wrote:
> 
> Hi everysudoer
> 
> For those of you who don't already know, sudo room is aiming to incorporate as a california non-profit, with the long-term goal of reaching 501(c)3 status. 
> 
> For now, we're working out Articles of Incorporation. These are based mostly on Noisebridge's Articles of Incorporation:
> 
>   https://sudoroom.org/wiki/Articles_of_Incorporation
> 
> In reading this, it may surprise people to see all of this talk of a board of directors and hierarchical structures. Most, if not all of this is required by law ( this law: http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp ) and we can safely ignore it in the day to day running of our hackerspace. Instead of trying to explain, I will quote Mitch Altman responding to the question "What is the management structure [of Noisebridge] like?":
> 
> "There isn't any. The official line is that we're an anarchist collective but the reality is that it's more of a web of trust model, with the usual elements of feudalism that crystallize out of any anarchic group. There's a board that appoints officers who technically have executive authority with regards to the space, but the reality is that if any of them actually exercised power they'd get thrown out. For certain things, like insurance, taxes, and our nonprofit filings, they have duties but those are invisible to the day-to-day operations."
> 
> So, the important thing to remember is that these Articles of Incorporation allow the members to throw out any director who abuses their power. We will then go on to define how our day to day space is run outside of the articles of incorporation (e.g. in our bylaws). 
> 
> The power of a majority of the members to remove directors is defined in 7.6.c.2: https://sudoroom.org/wiki/Articles_of_Incorporation#c._Removal_of_Directors
> 
> If we want to tweak the Noisebridge articles of incorporation at all, I believe that the following are most in need of editing:
> 
>   * Article 3 - This is about our purpose and values. We can and should more or less freely change 3.1 and 3.2, but 3.3 should remain unchanged.
> 
>   * Article 6.1 - A member is proposed for membership by one existing member. Do we want to change this to two?
> 
>   * The Articles talk about how the board can fix fees for the members to pay, but we are almost certainly interested in letting members pay for their membership with work, by putting in time instead of money. I don't think we can put this into our articles of incorporation for two reasons: 
> 
>     1. The California Corporations code specifically says that the board may levy dues, but says nothing about levy'ing anything in place of dues:
> 
>       "5351.  A corporation may levy dues, assessments or fees upon its
>       members pursuant to its articles or bylaws, but a member upon
>       learning of them may avoid liability for them by promptly resigning
>       from membership, except where the member is, by contract or
>       otherwise, liable for them. Article or bylaw provisions authorizing
>       such dues, assessments or fees do not, of themselves, create such
>       liability."
>         http://www.leginfo.ca.gov/cgi-bin/displaycode?section=corp&group=05001-06000&file=5350-5354
> 
>  
>     2. I'm worried that we may count as an employer if we give out membership in return for work, which may subject us to a whole set of other laws. However, I am not a lawyer.
> 
>     Keep it mind that "membership" for the purposes of the articles of incorporation only refers to the right to vote on things related to the board and articles of incorporation. So we could fix this by simply defining additional membership in our bylaws that define the more important things, such as being part of decision-making at our weekly meetings and 24/7 access to the space, and defining a membership fee in the bylaws that can be substituted by putting in work. We then simply have the directors set an official membership fee of 0. The only weirdness with this solution: It would be easier to become a member in the eyes of the articles of incorporation (requiring only trust of another member) than it would be to become a member in the eyes of the bylaws.
> 
> 
> -- 
> Marc/Juul
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