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Re: Bylaws questions after discussions with SFLC

From: Karl Fogel <kfogel_at_red-bean.com>
Date: 2006-06-21 21:10:59 CEST

On 6/21/06, Garrett Rooney <rooneg@electricjellyfish.net> wrote:
> I've been talking with the lawyers from SFLC about our proposed
> bylaws, and the following questions have come up.

In my response, I'll include the direct link for each section under
discussion, so people can just click for context.

> Section III-5-A, the last paragraph seems like it can go, it's largely
> duplicative of C.

I agree, http://svn.collab.net/repos/svn-org/trunk/bylaws.html#III-5-A
duplicates http://svn.collab.net/repos/svn-org/trunk/bylaws.html#III-5-C
and the former could just be deleted.

> In section III-6 we say that you can't transfer membership for value.
> That seems to imply that you can transfer membership for free, so
> perhaps we should drop the "for value" bit entirely.

http://svn.collab.net/repos/svn-org/trunk/bylaws.html#III-6

Agree, drop "for value".

> Section III-10-B seems kind of odd...

http://svn.collab.net/repos/svn-org/trunk/bylaws.html#III-10-B

Well, it's saying essentially:

   "On these particularly important issues, we need to know that all
    Members were aware that the issue would be voted on. Unanimity
    naturally indicates that everyone knew these were on the agenda.
    Failing unanimity, then the meeting notice needed to have
    mentioned the issue, and the following percentages -- out of all
    Members, not out of just those at the meeting -- are required to
    pass such resolutions."

The bylaws are just saying the above in a more formal way. Does it
make sense now?

> Section III-14-D seems to contradict section III-10-B, we talk about
> using approval voting, but previously we set out a bunch of
> percentages. How do those mesh together?

http://svn.collab.net/repos/svn-org/trunk/bylaws.html#III-14-D

Section III-14-D should probably insert "except as specified otherwise
in these bylaws", like so:

   If a Quorum is present, all elections shall use "Approval Voting",
   except as specified otherwise in these bylaws, and the resulting
   affirmative vote shall be an act of the Members unless the vote of
   a number greater than a Quorum is required by the California
   Nonprofit Mutual Benefit Corporation Law or by the Articles of
   Incorporation.

In other words, Approval Voting is the default, except for important
stuff like (say) removing a Director.

> Section III-16-A has a minimum notice of 3 days, when reviously (in
> III-9-B) it was 10 days. Is that intentional? Why?

http://svn.collab.net/repos/svn-org/trunk/bylaws.html#III-16-A

Not quite. This is not about *sending* the notice, this is about
establishing the "record date" that determines *who* is a Member (as
of the record date) and therefore must receive notice. Record dates
are necessary because membership is not static. There may be a
different set of members between when you send the notice and when you
actually hold the meeting -- the purpose of record dates is to resolve
that situation unambiguously.

If you look at B(2), right underneath, this becomes clearer.

> Is there any particular reason we don't have a vice president? It
> seems like it might make sense, just to have someone who can run
> meetings if the president isn't available...

Just didn't want to complicate things. Feel free to add one.

> Section V-1-F - the members have to establish compensation (if any),
> not the board? That seems odd (not that we're likely to ever have to
> worry about it...).

http://svn.collab.net/repos/svn-org/trunk/bylaws.html#V-1-F

That was a deliberate choice. If corporate money is to be spent (on
anything), I thought it would be better if that decision would be made
at a Member meeting, not by the Board.

Certainly, when the issue is Board compensation itself (as it is in
that section), we don't want the Board deciding it. That would be a
very short oversight loop indeed :-).

(They're welcome to propose it as Members, of course.)

Hope this helps! If you'd like me to make any of the above edits,
just reply and I'll be happy to do so.

-Karl

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Received on Wed Jun 21 21:11:04 2006

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