[sudo-discuss] Articles of Incorporation

[Marc Juul]

On Wed, Oct 16, 2013 at 9:27 PM, Eddan Katz <eddan at clear.net> wrote:

> 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.
>

This has been brought up at both the 25th of September sudo room meeting
and the 2nd of October sudo room meeting. In addition, these articles were
brought up and discussed on the mailing list. You participated in this
discussion:

  http://lists.sudoroom.org/pipermail/sudo-discuss/2013-October/003910.html

The only thing that happened with little warning was that I highlighted
specific areas of interest that we might want to focus on in our
discussion. Not specific edits.


> 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.
>

Regrettable, but this is not unusual for a sudo room meeting and we need to
make decisions somehow. I would also note that you retired to your office
before the meeting was done, apparently to write this email, which did not
help the situation.


> 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.
>

I propose the following process:

  1. People who are interested in being on the board of directors declare
their interest and which responsibilities they'd be willing/interested in
taking.

  2. If there are more than 11 people interested, then we ask who is
willing to withdraw their statement of interest. Counter culture labs
required people to declare their interest using a Board 0 Statement. I
propose we do the same. Here is an example:
https://groups.google.com/forum/#!topic/counterculturelabs/HH-MP_EmjnI

  3. If there are still more than 11 people interested, then each member
votes yay or nay for each proposed board member and we keep the 11 people
with the most votes.

  4. The sudo room members present at the meeting consense on the board of
directors.


> 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.
>

This is how Noisebridge has done it. We have all had the last year to come
up with concrete proposals and we currently have only one such proposal on
the table. There has been a lot of talking of interesting legal/financial
structures, but no solid proposals have been brought to the table.

-- 
Marc
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