Proposed Bylaws Snapshot 2005-07-14 - Revision history

Rfs at 23:47, 7 September 2005

2005-09-07T23:47:17Z

Rfs at 15:55, 2 August 2005

2005-08-02T15:55:07Z

Rfs: /* Section 5. Gifts. */

2005-07-16T17:13:16Z

Section 5. Gifts.

Rfs at 15:50, 14 July 2005

2005-07-14T15:50:44Z

Rfs: /* Notes */

2005-07-14T15:37:15Z

Notes

Rfs at 15:34, 14 July 2005

2005-07-14T15:34:48Z

Rfs: /* Notes */

2005-07-14T15:18:07Z

Notes

Rfs at 15:17, 14 July 2005

2005-07-14T15:17:38Z

Rfs: convener -> chairperson and number formats

2005-07-14T15:05:31Z

convener -> chairperson and number formats

Rfs: /* Section 4. Compensation and Expenses. */

2005-07-14T03:50:40Z

Section 4. Compensation and Expenses.

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 ;Notes
+:
 :* [[Proposed Bylaws Working Draft]]

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 ''(This is a snapshot of the [[Proposed Bylaws Working Draft]] as of July 14, 2005. It is a static page. For active comments on the new bylaws project see the [[Proposed Bylaws Working Draft]]. For more extended discussion see the pages listed at [[New Bylaws Project]].)''
-==Notes==
+;Notes
-* [[Proposed Bylaws (Current Draft)]]
-* [[Proposed Bylaws Working Draft]]
+:* [[Proposed Bylaws Current Draft]]
-===Formatting and Edits===
+;Formatting and Edits
 * Comments are indented. ''Begin lines with a colon (:). Nest your comments by increasing the number of colons.''
-* Suggested deletions are in <del>Strikethrough</del>
+:* Comments are indented. ''Begin lines with a colon (:). Nest your comments by increasing the number of colons.''
-* Suggested additions are '''bold'''
+:* Suggested deletions are in <del>Strikethrough</del>
-===To do===
+;To do
 * Put in links to the RSA and Statutes?
-* See if this first round of stuff seems within reason out in the community.
+:* Put in links to the RSA and Statutes?
-* Proceed on to issues like how the board is chosen and what it's makeup is.
+:* See if this first round of stuff seems within reason out in the community.
-* review section on officers
+:* Proceed on to issues like how the board is chosen and what it's makeup is.
-===Proofreading===
+;Proofreading
-After it seems like it's settled, fix these things:
+: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".
+:* Numbers: There are some places where the format is "one (1)", and other places where we just say "one" or "1".
-* renumber bylaws
+:* renumber bylaws
 ==Preface:Definitions==

@@ Line 395: / Line 395: @@
 ===Section 5. Gifts.===
-The Board may accept on behalf of <del>the Corporation</del> '''Free Geek''' any contribution, gift, bequest or devise for the general purpose of <del>the Corporation</del> '''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.
+The Board may accept on behalf of <del>the Corporation</del> '''Free Geek''' any contribution, gift, bequest or devise for the general purpose of <del>the Corporation</del> '''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==

← Older revision		Revision as of 15:50, 14 July 2005
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−	''(This is a snapshot of the [[Proposed Bylaws Working Draft]] as of July 14, 2005. It is a static page. For active comments on the new bylaws project see the [[Proposed Bylaws Working Draft]]. For more extended discussion see the pages listed at [[New Bylaws]].)''	+	''(This is a snapshot of the [[Proposed Bylaws Working Draft]] as of July 14, 2005. It is a static page. For active comments on the new bylaws project see the [[Proposed Bylaws Working Draft]]. For more extended discussion see the pages listed at [[New Bylaws Project]].)''

	==Notes==		==Notes==

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 ==Notes==
 * [[Proposed Bylaws (Current Draft)]]
 ===Formatting and Edits===

← Older revision		Revision as of 15:34, 14 July 2005
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−	''(This is the ~~workspace for redrafting~~ the new bylaws ~~from our old ones~~. For more extended discussion see the pages listed at [[New Bylaws]].)''	+	''(This is a snapshot of the [[Proposed Bylaws Working Draft]] as of July 14, 2005. It is a static page. For active comments on the new bylaws project see the [[Proposed Bylaws Working Draft]]. For more extended discussion see the pages listed at [[New Bylaws]].)''

	==Notes==		==Notes==

@@ Line 71: / Line 71: @@
 :We need to look at number and composition of board.
-:I’m suggesting a minimum of 5 people, and I prefer a regular number of  7 with the possibility of expansion up to 11.  So wording might look like:
+:I?m suggesting a minimum of 5 people, and I prefer a regular number of  7 with the possibility of expansion up to 11.  So wording might look like:
 :The Board shall regularly consist of 7 members and may have a maximum of 11 members.  (of course the manner of election and so forth will further add clarity to this) (Jeff Kane)
@@ Line 95: / Line 95: @@
 <del>The Board of Directors shall hold a meeting at least once each calendar year, or more often as necessary, for the purpose of electing the Directors and Officers of the Corporation and transacting such other business as may be properly brought before the meeting. The Board of Directors shall designate such date, time and place as it may choose for such meetings; provided, however, the annual meeting of the members shall be held no later than the last day of October of each calendar year.</del>
-: I would delete all of category C and work in any important items elsewhere.<br /> A new section C should outline the maximum number of terms the directors can serve… (Jeff Kane)
+: I would delete all of category C and work in any important items elsewhere.<br /> A new section C should outline the maximum number of terms the directors can serve? (Jeff Kane)
 :: Important items to work in elsewhere: meeting requirements. Actually, it seems like this section is mostly about the meeting requirements, and could possibly just be retitled!
 ::: Opps, I forgot, how do we deal with odd number of directors!?:::--[[User:Jkane|Jkane]] 01:12, 30 Jun 2005 (PDT)
@@ Line 125: / Line 125: @@
 ===Section 6. Special Meetings.===
-Special meetings of the Board may be called by the <del>President</del> '''convener''' and must be called by the <del>President</del> '''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 ''' <del>mailed, hand-delivered or given verbally to each Director</del> not less than '''seven (7)''' <del>10</del> 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.
+Special meetings of the Board may be called by the <del>President</del> '''chairperson''' and must be called by the <del>President</del> '''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 ''' <del>mailed, hand-delivered or given verbally to each Director</del> not less than '''seven (7)''' <del>10</del> 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.
 :There are provisions in the act that govern the notice that must be given about meetings and special meetings.  (Jeff Kane)
@@ Line 156: / Line 156: @@
 ===Section 9. Removal or Resignation of Directors.===
-Any Director of <del>the Corporation</del> '''Free Geek''' may resign from such position by delivering written notice of the resignation to the Board, its presiding Officer, the '''convener''' <del>president</del> or secretary, but such resignation shall be without prejudice to the contract rights, if any, of <del>the Corporation</del> '''Free Geek'''. Any Director <del>elected or appointed by the</del> '''of the''' Board may be removed by the Board, '''for''' <del>with or without</del> cause, by <del>a vote of two-thirds of</del> '''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'''.''' <del>, but</del> 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.
+Any Director of <del>the Corporation</del> '''Free Geek''' may resign from such position by delivering written notice of the resignation to the Board, its presiding Officer, the '''chairperson''' <del>president</del> or secretary, but such resignation shall be without prejudice to the contract rights, if any, of <del>the Corporation</del> '''Free Geek'''. Any Director <del>elected or appointed by the</del> '''of the''' Board may be removed by the Board, '''for''' <del>with or without</del> cause, by <del>a vote of two-thirds of</del> '''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'''.''' <del>, but</del> 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.
 :If the Board is now elected by the council, this needs to be re-written.  Also, I would suggest that Board members can be removed for cause but not at the simple pleasure of either the council or Board. (Jeff Kane)
@@ Line 205: / Line 205: @@
 ===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 <del>annual meeting</del> '''first meeting after the election of new Directors by the Community Council''' from among the Directors. Each Officer shall serve for a term of <del>2</del> '''1''' years. Officers shall assume their respective duties immediately upon election.
+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 <del>annual meeting</del> '''first meeting after the election of new Directors by the Community Council''' from among the Directors. Each Officer shall serve for a term of <del>2</del> '''one (1)''' year<del>s</del>. Officers shall assume their respective duties immediately upon election.
 :Note that the name change.  Also, terms are now one year instead of two per our discussion.--[[User:Jkane|Jkane]] 01:43, 30 Jun 2005 (PDT)
 ===Section 2. Duties Of Officers.===
-A. <del>President</del>'''Convener'''
+A. <del>President</del>'''chairperson'''
-- The <del>President</del>'''Convener''' shall '''convene all meetings of the Board''' <del>preside over all meetings of the Board</del> and shall discharge such other duties as may be prescribed from time to time by the Board. The <del>President</del>'''Convener''' shall <del>designate the members and Officers of each standing committee and each other committee created by the Board from time to time.</del> '''appoint members of the Board Committees in consultation with the Board.'''
+- The <del>President</del>'''chairperson''' shall '''convene all meetings of the Board''' <del>preside over all meetings of the Board</del> and shall discharge such other duties as may be prescribed from time to time by the Board. The <del>President</del>'''Convener''' shall <del>designate the members and Officers of each standing committee and each other committee created by the Board from time to time.</del> '''appoint members of the Board Committees in consultation with the Board.'''
 : Shouldn't the Convener be able to delegate convening meetings? [[User:Jeff|Jeff]] 11:11, 30 Jun 2005 (PDT)
@@ Line 247: / Line 247: @@
 ===Section 5. Resignation or Removal.===
-Any Officer of <del>the Corporation</del> '''Free Geek''' may resign from such position by delivering written notice of the resignation to the Board, its presiding Officer, the <del>president</del>'''convener''' or secretary, but such resignation shall be without prejudice to the contract rights, if any, of the Corporation. Any Officer <del>elected or appointed by the</del> '''of the''' Board may be removed by the Board, '''for''' <del>with or without</del> cause, by <del>a vote of two-thirds of</del> '''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'''.''' <del>, but</del> 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.
+Any Officer of <del>the Corporation</del> '''Free Geek''' may resign from such position by delivering written notice of the resignation to the Board, its presiding Officer, the <del>president</del>'''chairperson''' or secretary, but such resignation shall be without prejudice to the contract rights, if any, of the Corporation. Any Officer <del>elected or appointed by the</del> '''of the''' Board may be removed by the Board, '''for''' <del>with or without</del> cause, by <del>a vote of two-thirds of</del> '''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'''.''' <del>, but</del> 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.
 :Now the section about resignation or removal of officers should be essentially the same as the edited one about Directors.  We also discussed in brief what 'for cause' might mean.  Cases where the director/officer can no longer carry out their duties.  Or there actions are clearly at odds with their service on the board. --[[User:Jkane|Jkane]] 01:52, 30 Jun 2005 (PDT)
@@ Line 268: / Line 268: @@
 ===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 3 consecutive meetings.
+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.
 :note. we would like to propose to the next council meeting that the blocking privilege should be granted to the attendance of 3 meetings in 4 months.
@@ Line 297: / Line 297: @@
 ===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.''' <del>two or more Directors of the Board. Such committees may exercise the authority of the Board subject to limitations imposed by the Act, the Articles of Incorporation or these Bylaws.</del>
+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.''' <del>two or more Directors of the Board. Such committees may exercise the authority of the Board subject to limitations imposed by the Act, the Articles of Incorporation or these Bylaws.</del>
 :"A majority of the Board" sounds like majority rule voting -- change to "By consensus the Board..." or just strike <del>A majority of</del> and <del>in office</del>? [[User:Rfs|RfS]] 14:20, 11 Jul 2005 (PDT)
@@ Line 374: / Line 374: @@
 ===Section 2. Signatures.===
-All contracts, deeds and other instruments shall be signed on behalf of <del>the Corporation</del> '''Free Geek'''  by the <del>President</del>'''Convener''' or by such other Officer or agent as the Board may from time to time designate.
+All contracts, deeds and other instruments shall be signed on behalf of <del>the Corporation</del> '''Free Geek'''  by the <del>President</del>'''chairperson''' or by such other Officer or agent as the Board may from time to time designate.
 ===Section 3. Seal.===
@@ Line 398: / Line 398: @@
 ==ARTICLE XI. Amendments==
-These Bylaws may be amended by a <del>majority vote</del> '''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 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'''.
+These Bylaws may be amended by a <del>majority vote</del> '''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)''' <del>3</del> 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'''.
 ==ARTICLE XII. Indemnification==

← Older revision		Revision as of 03:50, 14 July 2005
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	: shouldn't we expressly forbid compensation for officer service just as we do for director service (still allowing for reimbursement of expenses of course as we do with officers)--[[User:Jkane\|Jkane]] 02:13, 7 Jul 2005 (PDT)		: shouldn't we expressly forbid compensation for officer service just as we do for director service (still allowing for reimbursement of expenses of course as we do with officers)--[[User:Jkane\|Jkane]] 02:13, 7 Jul 2005 (PDT)
		+
		+	:Joe says we might want to allow compensation to officers, for instance a treasurer may put in a lot of time. [[User:Rfs\|RfS]]

	===Section 5. Resignation or Removal.===		===Section 5. Resignation or Removal.===