Proposed Bylaws Snapshot 2005-09-01 - Revision history

Rfs at 23:36, 7 September 2005

2005-09-07T23:36:15Z

Rfs: rolling back for snapshot

2005-09-07T23:32:25Z

rolling back for snapshot

Ideath: this is what was printed and signed. i know it needs moving around. sorry.

2005-09-06T03:35:21Z

this is what was printed and signed. i know it needs moving around. sorry.

Rfs: /* ARTICLE VIII. AMENDMENTS */

2005-08-25T17:30:45Z

ARTICLE VIII. AMENDMENTS

Rfs: /* ARTICLE III THE BOARD OF DIRECTORS */

2005-08-25T17:29:09Z

ARTICLE III THE BOARD OF DIRECTORS

Rfs: /* Section 2. Duties of Officers. */

2005-08-25T17:28:44Z

Section 2. Duties of Officers.

Rfs: /* ARTICLE VIII. AMENDMENTS */

2005-08-25T17:13:10Z

ARTICLE VIII. AMENDMENTS

Jkane: /* ARTICLE VIII. AMENDMENTS */

2005-08-25T11:36:54Z

ARTICLE VIII. AMENDMENTS

Jkane: /* Section 2. Duties of Officers. */

2005-08-25T11:28:34Z

Section 2. Duties of Officers.

Oso: /* ARTICLE VIII. AMENDMENTS */

2005-08-25T01:53:55Z

ARTICLE VIII. AMENDMENTS

@@ Line 1: / Line 1: @@
-''(This is a working draft for the new bylaws project. For more extended discussion see the pages listed at [[New Bylaws Project]].)''
+''(This is a snapshot of the [[Proposed Bylaws Working Draft]] as of September 1, 2005. It is a static page. For more extended discussion see the pages listed at [[New Bylaws Project]].)''
 ;Formatting and Edits
@@ Line 9: / Line 9: @@
 ;To do
+:
-:* Spellcheck
+:* Spellcheck, etc.
 These Bylaws of Free Geek, Inc. ("Free Geek") are intended to conform to the mandatory requirements of the Oregon Nonprofit Corporations Act (the "Act"). Any ambiguity arising between the Bylaws and the discretionary provisions of the Act shall be resolved in favor of the application of the Act.

@@ Line 1: / Line 1: @@
-''This version was adopted by the Board of Directors at its last meeting, and will be sent to the IRS as an amendment by substitution. --[[User:Ideath|Ideath]] 20:35, 5 Sep 2005 (PDT)''
+''(This is a working draft for the new bylaws project. For more extended discussion see the pages listed at [[New Bylaws Project]].)''
-''(This is a working draft for the new bylaws project. For more extended discussion see the pages listed at [[New Bylaws Project]].)''
+;Formatting and Edits
 These Bylaws of Free Geek, Inc. ("Free Geek") are intended to conform to the mandatory requirements of the Oregon Nonprofit Corporations Act (the "Act"). Any ambiguity arising between the Bylaws and the discretionary provisions of the Act shall be resolved in favor of the application of the Act.
@@ Line 76: / Line 85: @@
 === Section 1. Officers. ===
-The Officers of Free Geek shall be a Chairperson, a Secretary and a Treasurer. Each Officer shall be elected by the Board at its annual meeting from among the Directors. Each Officer shall serve for a term of one (1) year. Officers shall assume their respective duties immediately upon election.
+The Officers of Free Geek shall be a Chairperson, a Secretary and a Treasurer. Each Officer shall be elected by the Board at its annual meeting from among the Directors. Each Officer shall serve for a term of (1) one year. Officers shall assume their respective duties immediately upon election.
 === Section 2. Duties of Officers. ===
@@ Line 84: / Line 93: @@
 b. Secretary - The Secretary shall provide for the keeping of 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 for the oversight of all the financial affairs of Free Geek; shall be the legal custodian of all the corporate funds and securities; shall deposit all funds in the name of Free Geek in such bank or banks as the Board shall by resolution specify; shall keep 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 duties to the Staff, but must review the details on a quarterly basis.
+c. Treasurer - The Treasurer shall provide for the oversight of all the financial affairs of Free Geek; shall be the legal custodian of all the corporate funds and securities; shall deposit all funds in the name of Free Geek in such bank or banks as the Board shall by resolution specify; shall keep 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. ===
@@ Line 115: / Line 129: @@
 The Free Geek Community Council (the "Council")  shall be organized from members of the Free Geek community. The function of the Council is to provide general guidance and vision to Free Geek. This includes both short term and long term vision and goals. The Council normally meets on a monthly basis and shall meet to elect members to the Board at least once per year. The Council shall not have the authority to act for or on behalf of the Board.
 == ARTICLE VI. RIGHT OF PARTICIPATION ==
@@ Line 144: / Line 169: @@
 == ARTICLE VIII. AMENDMENTS ==
-These Bylaws may be amended by 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. The council must also receive due notice of such meetings. The Board must consider any amendment which is proposed by the Council.
+These Bylaws may be amended by 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. The council must also receive due notice of such meetings. The Board must consider any amendment which is unanimously proposed by the Council.
 == ARTICLE IX. INDEMNIFICATION ==
@@ Line 174: / Line 216: @@
 == ARTICLE XI. IDENTIFICATION ==
-I hereby certify that I am the Secretary of Board of Directors of Free Geek, Inc. and that the foregoing Bylaws, in seven (7) typewritten pages numbered consecutively from 1 to 7 were and are the Amended Bylaws adopted by the Directors of Free Geek effective August 24, 2005.
+I hereby certify that I am the Secretary of the first Directors' meeting of Free Geek, Inc. and that the foregoing Bylaws, in [NUMBER (#)] typewritten pages numbered consecutively from [#] to [#] were and are the Amended Bylaws adopted by the Directors of Free Geek effective [DATE], 2005.
-[[User:ideath|Laurel Hoyt]], Secretary
+, Secretary
 [[Category: Bylaws]]

@@ Line 1: / Line 1: @@
 ''(This is a working draft for the new bylaws project. For more extended discussion see the pages listed at [[New Bylaws Project]].)''
-;Formatting and Edits
+=BYLAWS OF FREE GEEK, INC.=
 These Bylaws of Free Geek, Inc. ("Free Geek") are intended to conform to the mandatory requirements of the Oregon Nonprofit Corporations Act (the "Act"). Any ambiguity arising between the Bylaws and the discretionary provisions of the Act shall be resolved in favor of the application of the Act.
@@ Line 85: / Line 76: @@
 === Section 1. Officers. ===
-The Officers of Free Geek shall be a Chairperson, a Secretary and a Treasurer. Each Officer shall be elected by the Board at its annual meeting from among the Directors. Each Officer shall serve for a term of (1) one year. Officers shall assume their respective duties immediately upon election.
+The Officers of Free Geek shall be a Chairperson, a Secretary and a Treasurer. Each Officer shall be elected by the Board at its annual meeting 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. ===
@@ Line 93: / Line 84: @@
 b. Secretary - The Secretary shall provide for the keeping of 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 for the oversight of all the financial affairs of Free Geek; shall be the legal custodian of all the corporate funds and securities; shall deposit all funds in the name of Free Geek in such bank or banks as the Board shall by resolution specify; shall keep 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.
+c. Treasurer - The Treasurer shall provide for the oversight of all the financial affairs of Free Geek; shall be the legal custodian of all the corporate funds and securities; shall deposit all funds in the name of Free Geek in such bank or banks as the Board shall by resolution specify; shall keep 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 duties to the Staff, but must review the details on a quarterly basis.
 === Section 3. Other Officers. ===
@@ Line 129: / Line 115: @@
 The Free Geek Community Council (the "Council")  shall be organized from members of the Free Geek community. The function of the Council is to provide general guidance and vision to Free Geek. This includes both short term and long term vision and goals. The Council normally meets on a monthly basis and shall meet to elect members to the Board at least once per year. The Council shall not have the authority to act for or on behalf of the Board.
 == ARTICLE VI. RIGHT OF PARTICIPATION ==
@@ Line 169: / Line 144: @@
 == ARTICLE VIII. AMENDMENTS ==
-These Bylaws may be amended by 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. The council must also receive due notice of such meetings. The Board must consider any amendment which is unanimously proposed by the Council.
+These Bylaws may be amended by 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. The council must also receive due notice of such meetings. The Board must consider any amendment which is proposed by the Council.
 == ARTICLE IX. INDEMNIFICATION ==
@@ Line 216: / Line 174: @@
 == ARTICLE XI. IDENTIFICATION ==
-I hereby certify that I am the Secretary of the first Directors' meeting of Free Geek, Inc. and that the foregoing Bylaws, in [NUMBER (#)] typewritten pages numbered consecutively from [#] to [#] were and are the Amended Bylaws adopted by the Directors of Free Geek effective [DATE], 2005.
+I hereby certify that I am the Secretary of Board of Directors of Free Geek, Inc. and that the foregoing Bylaws, in seven (7) typewritten pages numbered consecutively from 1 to 7 were and are the Amended Bylaws adopted by the Directors of Free Geek effective August 24, 2005.
-, Secretary
+[[User:ideath|Laurel Hoyt]], Secretary
 [[Category: Bylaws]]

@@ Line 185: / Line 185: @@
 : Is it so terrible that the board must consider any amendment from the council? It doesn't say they have to approve it, just consider it. - laurel
 : In response to Laurel, I would say that removıng the word 'unanimously' ıs not a problem as they stıll have to come from the councıl as a whole rather than a sıngular person.  Of course a sıngular person at a councıl meetıng could propose somethıng but ıt would take the actıon of the group to move ıt on up to the board.  Also, I don't have a problem wıth havıng the Board consıder thıngs from the council as Larel notes, they are not requıred to act upon ıt. --[[User:Jkane|Jkane]] 04:36, 25 Aug 2005 (PDT)
 == ARTICLE IX. INDEMNIFICATION ==

← Older revision		Revision as of 17:29, 25 August 2005
Line 44:		Line 44:

	Prior to the annual meeting of the Board, the Council shall elect the successors to the Directors whose terms expire that year. Nominations shall be sought from the community served by Free Geek, including, but not limited to, the Council, the Board and the Staff.		Prior to the annual meeting of the Board, the Council shall elect the successors to the Directors whose terms expire that year. Nominations shall be sought from the community served by Free Geek, including, but not limited to, the Council, the Board and the Staff.
−

	=== Section 5. Annual Meeting. ===		=== Section 5. Annual Meeting. ===

← Older revision		Revision as of 17:28, 25 August 2005
Line 97:		Line 97:

	: I am hesitant to use the word oversıght twıce ın sectıon 2C. I would suggest deletıng the word oversıght ın the last sentence of the paragraph to keep the oversight functıon clearly wıth the treasurer but allowıng the treasurer to delegate day to day dutıes and operatıons to others. (Note I thınk thıs may have been a transcriptıon error between versıons). --[[User:Jkane\|Jkane]] 04:28, 25 Aug 2005 (PDT)		: I am hesitant to use the word oversıght twıce ın sectıon 2C. I would suggest deletıng the word oversıght ın the last sentence of the paragraph to keep the oversight functıon clearly wıth the treasurer but allowıng the treasurer to delegate day to day dutıes and operatıons to others. (Note I thınk thıs may have been a transcriptıon error between versıons). --[[User:Jkane\|Jkane]] 04:28, 25 Aug 2005 (PDT)
		+
		+	:: i see what you're saying. removing the second "oversight" is fine by me. It's been there from the beginning, BTW.
		+	:: [[User:Rfs\|RfS]] 10:28, 25 Aug 2005 (PDT)

	=== Section 3. Other Officers. ===		=== Section 3. Other Officers. ===

@@ Line 169: / Line 169: @@
 These Bylaws may be amended by 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. The council must also receive due notice of such meetings. The Board must consider any amendment which is unanimously proposed by the Council.
-: So, do we want to say "unanimously proposed" or do we want to say "put forth by"? We want to avoid the appearance that single persons could force the Board to consider amendments. --[[User:Oso|Oso]] 18:53, 24 Aug 2005 (PDT) (i mean, laurel)
+: So, do we want to say "unanimously proposed" or do we want to say "put forth by"? We want to avoid the appearance that single persons could force the Board to consider amendments. --[[User:Ideath|Ideath]] 18:53, 24 Aug 2005 (PDT) (i mean, laurel)
 :There is still some discussion going on about the struck out part, so I'm leaving it as marked for now. It may come back. [[User:Rfs|RfS]] 14:43, 17 Aug 2005 (PDT)
@@ Line 182: / Line 182: @@
 : we prefer the checks and balances that this implies; having this be just a resolution means the board can do away with it easily. since notice about these meetings must already be sent to the board, can't we just add that the notice must also be given to council? "The council must also receive notice of such meetings." - laurel and charno
 : Is it so terrible that the board must consider any amendment from the council? It doesn't say they have to approve it, just consider it. - laurel
-: In response to Oso, I would say that removıng the word 'unanimously' ıs not a problem as they stıll have to come from the councıl as a whole rather than a sıngular person.  Of course a sıngular person at a councıl meetıng could propose somethıng but ıt would take the actıon of the group to move ıt on up to the board.  Also, I don't have a problem wıth havıng the Board consıder thıngs from the council as Larel notes, they are not requıred to act upon ıt. --[[User:Jkane|Jkane]] 04:36, 25 Aug 2005 (PDT)
+: In response to Laurel, I would say that removıng the word 'unanimously' ıs not a problem as they stıll have to come from the councıl as a whole rather than a sıngular person.  Of course a sıngular person at a councıl meetıng could propose somethıng but ıt would take the actıon of the group to move ıt on up to the board.  Also, I don't have a problem wıth havıng the Board consıder thıngs from the council as Larel notes, they are not requıred to act upon ıt. --[[User:Jkane|Jkane]] 04:36, 25 Aug 2005 (PDT)
 == ARTICLE IX. INDEMNIFICATION ==

← Older revision		Revision as of 11:28, 25 August 2005
Line 95:		Line 95:

	c. Treasurer - The Treasurer shall provide for the oversight of all the financial affairs of Free Geek; shall be the legal custodian of all the corporate funds and securities; shall deposit all funds in the name of Free Geek in such bank or banks as the Board shall by resolution specify; shall keep 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.		c. Treasurer - The Treasurer shall provide for the oversight of all the financial affairs of Free Geek; shall be the legal custodian of all the corporate funds and securities; shall deposit all funds in the name of Free Geek in such bank or banks as the Board shall by resolution specify; shall keep 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.
		+
		+	: I am hesitant to use the word oversıght twıce ın sectıon 2C. I would suggest deletıng the word oversıght ın the last sentence of the paragraph to keep the oversight functıon clearly wıth the treasurer but allowıng the treasurer to delegate day to day dutıes and operatıons to others. (Note I thınk thıs may have been a transcriptıon error between versıons). --[[User:Jkane\|Jkane]] 04:28, 25 Aug 2005 (PDT)

	=== Section 3. Other Officers. ===		=== Section 3. Other Officers. ===