Proposed Bylaws Snapshot 2005-09-01

(This is a working draft for the new bylaws project. For more extended discussion see the pages listed at New Bylaws.)

Formatting and Edits

 * Comments are indented. Begin lines with a colon . Nest your comments by increasing the number of colons.
 * Suggested deletions are in Strikethrough
 * Suggested additions are bold

To do

 * Put in links to the RSA and Statutes?
 * See if this first round of stuff seems within reason out in the community.
 * Proceed on to issues like how the board is chosen and what it's makeup is.
 * review section on officers

Proofreading
After it seems like it's settled, fix these things:
 * Numbers: There are some places where the format is "one (1)", and other places where we just say "one" or "1".
 * renumber bylaws

Preface:Definitions
Some of the terms used in this document (the Free Geek Bylaws) may be used differently than they are commonly understood, or refer to things that we feel need more elaboration.

The Board in this document refers to the Free Geek board of directors, which is responsible for legal and financial oversight of Free Geek and ensures our adherence to the guidelines for our 501(c)(3) status.

The Community Council, also referred to as the Council, is a group of volunteers, staff and board members who are responsible for overall guidance and vision for the organization.

The Staff Collective also referred to as the Staff, administers the daily proceedings of Free Geek.

Paid interns are workers who paid by Free Geek for specific, temporary positions. They are not part of the staff collective.

In writing, in this document, refers to a hand-delivered, faxed or mailed paper document OR an email communication.

Section 1. Purpose.
A. The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and as the same may hereafter be amended (the "Code"), including the making of distributions directly in support of such purposes or the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. References to sections of the Code shall be construed to include corresponding sections of any future federal tax code.

B. The primary purpose(s) of the Corporation in furtherance of its charitable and educational purpose shall be to recycle technology and provide access to computers, the internet, education and job skills in exchange for community service.

Section 2. Name.
The name of this organization, as specified in the Articles of Incorporation shall be Free Geek, Inc., hereafter refered to in these bylaws as "Free Geek".

Section 1. Membership.
This Corporation shall have no members. It shall be governed by the  Board of Directors (the "Board").

Section 1. Function.
The Board shall provide for the oversight of the business and affairs of  Free Geek and shall exercise all the powers of  Free Geek as provided by the law and the Articles of Incorporation, but subject to any restrictions imposed by the Act, the Articles of Incorporation, or these Bylaws. The Board may by resolution delegate to committees, including an Executive Committee of their own number, or to Officers of Free Geek, such powers and functions as they may designate from time to time.

Section 2. Number.
The Board shall consist of at least five (5) but not more than eleven (11) Directors. The exact number shall be fixed from time to time by resolution of the Board; provided, however, no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.

Section 3. Term.
The term of each member of the Board shall be two (2) years except for the initial term. A Director shall hold office for the time for which he or she is elected or until his or her successor is elected and qualified or until his or her resignation or removal. Thereafter, the terms of approximately half of the Directors should expire each year.

Section 4. Election Procedure.
Each year the Council shall elect the successors to the Directors whose terms expire that year. Those Directors should be elected prior to the Board's annual meeting. Nominations shall be sought from the Free Geek community including but not limited to the Community Council, the Board, and the Staff Collective.

Section 5. Annual Meeting.
The Board shall hold meetings at least once each calendar year, or more often as necessary.

Section 6. Special Meetings.
Special meetings of the Board may be called by the chairperson and must be called by the  convener upon the written request of at least two Directors. Written notice of a special meeting of the Board shall be delivered to each Director  not less than seven (7)  days prior to the meeting and no more than 60 days prior to the meeting. The notification shall include the date, time, place and agenda of the special meeting.

Section 7. Waiver of Notice.
A Director may at any time waive any notice required by the Act, the Articles of Incorporation or these Bylaws. Except as otherwise provided herein, such waiver must be in writing, signed by the Director entitled to notice, specify the meeting for which notice is waived and be filed with the corporate records. A waiver of notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 8. Quorum and Consensus.
A majority of the Directors in office immediately before the meeting begins shall constitute a quorum at any meeting. When a quorum is present, consensus of the Directors at such meeting shall be the act of the Board unless a greater  quorum is required by the Act, the Articles of Incorporation or these Bylaws.

Section 9. Removal or Resignation of Directors.
Any Director of Free Geek may resign from such position by delivering written notice of the resignation to the Board, its presiding Officer, the chairperson  or secretary, but such resignation shall be without prejudice to the contract rights, if any, of  Free Geek. Any Director of the Board may be removed by the Board, for  cause, by  consensus of the Directors then in office, excepting the Director in question, whenever in its judgment the best interests of the Corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of a Director shall not of itself create contract rights.

Section 10. Vacancies.
In the event of a vacancy, the Council shall appoint an interim Director for the uncompleted term.

Section 11. Compensation.
Directors shall not be compensated for their services as Directors. The Directors may be reimbursed by the Corporation for necessary expenses incurred in the execution of their duties and responsibilities. The Board of Directors may establish an aggregate annual limit for reimbursement of expenses incurred in a Director's execution of their duties and responsibilities, and may disapprove, by consensus, of any specific reimbursement request submitted. No Director shall be liable to account to the Corporation for any profit realized by the Director from or through any transaction or contract of the Corporation; provided, however, in the case of any such contract or transaction requiring authorization by the Board, any Director who personally or through any firm or corporation is interested in such a contract or transaction  shall recuse themselves (stand aside) from the decision. Such Director may be counted in determining whether a quorum is present at any meeting upon which action thereon is taken; and such Director shall be responsible for disclosing to the Board his or her interest in any such contract or transaction.

Section 12. Action By Directors Without A Meeting.
Any action required to be taken at a meeting of the Directors of Free Geek, or any other action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing setting forth the actions so taken shall be signed by all  Directors not recused  with respect to the subject matter thereof. Such consent shall have the same effect and force as formal consensus among said Directors.

Section 1. Officers.
The Officers of the Corporation shall be President, hereafter refered to as "Convener", a Secretary and a Treasurer. Each Officer shall be elected by the Board at its first meeting after the election of new Directors by the Community Council from among the Directors. Each Officer shall serve for a term of one (1) year. Officers shall assume their respective duties immediately upon election.

Section 2. Duties Of Officers.
A. Chairperson

The chairperson shall convene all meetings of the Board and shall discharge such other duties as may be prescribed from time to time by the Board. The Convener shall appoint members of the Board Committees in consultation with the Board.

B. Secretary

The Secretary shall keep or cause to be kept the minutes of the meetings of the Board and of any standing or temporary committees thereof; shall be responsible for the timely preparation and delivery of all notices to be given in accordance with the provisions of these Bylaws, the Articles of Incorporation or as required by the Act; shall be custodian of the corporate records and the seal of Free Geek (if any) and shall be responsible for authenticating the records of  Free Geek as duly authorized or required by the Act; and shall perform such other duties as may be prescribed from time to time by the Board.

C. Treasurer

The Treasurer shall provide oversight over the financial affairs of Free Geek; shall be the legal custodian of all the corporate funds and securities; shall provide for the deposit of all funds in the name of the Corporation in such bank or banks as the Board shall by resolution specify; shall provide for the keeping of proper account books and perform such other duties as may be prescribed from time to time by the Board. The Treasurer may delegate daily financial oversight duties to the Staff, but must review the details on a quarterly basis.

Section 3. Other Officers.
The Board may by resolution create such additional and special Officers as may be considered necessary or desirable in addition to those hereinabove described. The appointment, tenure, removal and succession of persons to hold such offices shall be as the Board shall provide.

Section 4. Compensation and Expenses.
Unless otherwise established by the Board, no Officer shall be compensated for his or her services as an Officer. Expenses incurred in connection with performance of an Officer's official duties may be reimbursed upon approval of the Board.

Section 5. Resignation or Removal.
Any Officer of Free Geek may resign from such position by delivering written notice of the resignation to the Board, its presiding Officer, the chairperson or secretary, but such resignation shall be without prejudice to the contract rights, if any, of the Corporation. Any Officer of the Board may be removed by the Board, for  cause, by  consensus of the Officers then in office, excepting the Officer in question, whenever in its judgment the best interests of the Corporation would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. The election or appointment of a Director shall not of itself create contract rights.

Section 6. Vacancies.
Vacancies in any office caused by any reason shall be filled by the Board at any meeting by selecting a suitable and qualified director to the office for the remainder of the unexpired term.

Section 1. Function
The function of the Community Council (herein referred to as "the Council") is to provide for the general guidance and vision of Free Geek. This includes formulating and delegating decisions pertinent to the entire organization in both short term and long term capacities. Council provides for the administration of Free Geek in between meetings of the Board. The Council also selects members of the Board.

Section 2. Membership
The Council consists of Free Geek volunteers and staff. Any active volunteer and/or staff member is allowed to participate in meetings of the Council.

Section 3. Blocking Privilege
The privilege to block consensus is granted to any member of the Council upon their third consecutive meeting. This privilege is lost if this "blocking member" has missed three (3) consecutive meetings.

Section 4. Meetings
Meetings of the Council shall normally be held on a monthly basis. The Council meeting regarding the election of new Board members shall be held in October.

Section 1. Function
The function of the Free Geek Staff ("Staff") is to provide for the day to day day to day administration of FG, implementation of policies set by Council and Board, and maintenance of its own membership.

Section 2. Membership
The Free Geek staff collective is responsible for hiring and discipline of its membership, and other Free Geek staff (e.g., paid interns).

Section 1. Committees of the Board of Directors.
A majority of the Board of Directors in office may create one or more committees of the Board of Directors. The Board of Directors may appoint Directors of the Board to serve on them or designate the method of selecting committee members. Each committee shall consist of at least one Director of the Board. The Board may appoint non-Board members to Committees of the Board who have specific experience in the committee?s area of responsibility. Committees of the Board of Directors report to the full Board of Directors and require Board consent of all actions unless specific authority has been delegated by the Board of Directors or the Bylaws to the Committee.

Section 2. Other groups
Groups other than the Board, the committees thereof, and the Community Council may be formed on an as-needed basis by volunteers and staff of Free Geek.

ARTICLE VIII. Rights of Participation
No person shall be denied the services or facilities of this organization or be excluded from participation or service herein because of race, age, color, sex, sexual orientation, gender identification, creed, religion, handicap, or national origin, and discrimination of any kind in respect hereof is expressly prohibited.

Section 1. Model
The decision making process throughout the Free Geek structure shall be based on the model of formal consensus put forth by CT Butler and Amy Rothstein in the book "On Conflict and Consensus" (Food Not Bombs Publishing).

Section 2. Closing Options in Formal Consensus
A participant in formal consensus has three options when consensus is called for: The right to block is the equivalent to voting privileges in a voting based organization.
 * Consent
 * Stand aside - May not agree with the decision but will not impede its enactment
 * Block - The group may not go ahead with this decision. A concern must be based upon the principals of the group to justify a block to consensus.

Section 3. Presumption of Assent.
Any member of a group within Free Geek seeking consensus who is present at the meeting of the group where consensus is sought shall be presumed to have assented to the action taken, unless his or her dissent (in the form of a stand aside) shall be entered in the minutes of the meeting.

Section 1. Depositories.
All funds of Free Geek shall be deposited in the name of  Free Geek in such bank, banks or other financial institutions as the Board may from time to time designate and shall be drawn on checks, drafts or other orders signed on behalf of  Free Geek by the Treasurer and/or such other person or persons as the Board may from time to time designate.

Section 2. Signatures.
All contracts, deeds and other instruments shall be signed on behalf of Free Geek  by the chairperson or by such other Officer or agent as the Board may from time to time designate.

Section 3. Seal.
Free Geek shall have no seal.

Section 4. Borrowing.
Notwithstanding any other provision in these Bylaws, no Officer or agent of Free Geek shall have authority to borrow any funds on behalf of  Free Geek, or to hypothecate any assets thereof, for corporate purposes or otherwise, except as expressly stated in a resolution approved by  the Directors, duly entered in the minutes of the Board. No loans shall be made by Free Geek to any Director or Officer.

Section 5. Gifts.
The Board may accept on behalf of Free Geek any contribution, gift, bequest or devise for the general purpose of  Free Geek, that is in accordance with Free Geek's 501(c)(3) status, and any such contribution, gift, bequest, or devise is subject to the Board's acceptance.

ARTICLE XI. Amendments
These Bylaws may be amended by a consensus of the Board then in office at any regular or special meeting of the Board provided the notice given for such meeting indicates that such amendments will be considered with written notice given to the Council at least three (3)  weeks in advance of any meeting of the Board of Directors where the amendment will be considered. The Board must consider any amendment which is proposed by consensus from the Community Council.

Section 1. Directors and Officers.
Pursuant to ORS 65.387 to 65.414, the Corporation shall indemnify, to the fullest extent provided in the Act, any Director or Officer who was or is a Party or is threatened to be made a Party to any Proceeding (other than an action by or in the right of the Corporation) by reason of or arising from the fact that such person is or was a Director or Officer of the Corporation. The determination and authorization of indemnification shall be made as provided in the Act.

Section 2. Advance of Expenses.
The Corporation may pay for or reimburse the reasonable Expenses incurred by a Director or Officer who is a Party to a Proceeding in advance of final disposition of the Proceeding as provided in the Act.

Section 3. Insurance.
At the discretion of the Board, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation against any Liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such Liability under the provisions of this Article.

Section 4. Purpose and Exclusivity.
The indemnification referred to in the various sections of this Article shall be deemed to be in addition to and not in lieu of any other rights to which those indemnified may be entitled under any statute, rule of law or equity, provision of the Articles of Incorporation, agreement, vote of the Board or otherwise.

Section 5. Definitions.
The terms used in this Article shall have the same meanings given them in ORS 65.387 to 65.414.

ARTICLE XIII. Indentification
I hereby certify that I am the Secretary of the first Directors' meeting of Free Geek, Inc. and that the foregoing Bylaws in nine typewritten pages numbered consecutively from 1 to 9 were and are the Bylaws adopted by the Directors of the Corporation effective INSERT DATE HERE.

SIGN BY APROPRIATE OFFICERS