New Bylaws Project

Welcome to the page where we collaborate to write new by-laws for Free Geek. These will eventually be passed through council and proposed to the existing board of directors. Please feel free to take part in the conversation.

Why this page?

The general consensus of the most recent Council Meeting was that in order to re-create the board of directors in a way that fits the spirit and direction of Free Geek, we will need to change the by-laws. The Council authorized a working group to draft proposed by-laws. The working group is open to any volunteer or staff member at Free Geek, including current board members. However, the initial people to commit to the task were:

• Jeff Kane
• Oso
• Richard
• Wren

Our job is to make sense of the discussion so far and draft by-laws that would then go to council for discussion and approval, and from there to the current board of directors.

Background reading

If you're new to the discussion, or just need the pointers all in one place for reference:

• Read the Council Meeting Minutes where this was discussed
  • Follow the thread. There are at least two more links here and here.
• Read the current Free Geek Bylaws
• Browse the discussion on the board of directors page
• Also good to read the very short Eligibility for Council
• Our Articles of Incorporation

More Background Reading

Here is some additional information that will be needed for a revision of the bylaws.

• Here are the Oregon Statutes relating to non-profit organizations from the Dept. of Justice and the Sec. of State.
  • Background information on non profits from the Oregon DOJ
• Free Geek Principles Adopted by the Staff, Council, and Board
• Here is a pretty good external third party site with much information on non-profit governance.

Some Specific Stuff just to keep in mind

• Policy category pages: Category:Policy
• The Freegeek Loan Policy

--Jkane 11:16, 18 Jun 2005 (PDT)

Some Givens

(This is my sense of the discussion at the Council Meeting. If you were there, please fill in, raise questions, and make corrections.) RfS

• Free Geek needs a board -- it's a legal requirement at a minimum.
• Legally we're not a membership based organization (this is specified in the difficult-to-change Articles of Incorporation), though with some changes to the by-laws we could gain some of the elements of a membership based organization. Those changes are likely to cover so much material, that a rewrite of the by-laws would be warranted.
• The Free Geek Community Council or the Free Geek Staff Collective are existing and vital entities, but are not mentioned in the current by-laws. If they are to be a part of the selection of the board process, they need to be defined.
• The sense of the Council is that, long term, the board of directors should be selected by the Council and, practically speaking, should keep an eye on these areas:
  • Fiduciary Responsibility: Making sure Free Geek is being run in a fiscally responsible way.
  • Legal Responsibility: Making sure that Free Geek doesn't violate the law.
  • Caretake the 501(c)(3) status: Making sure that Free Geek doesn't lose this valuable tax status.
  • Serve the mission: Like all groups at Free Geek, the board should
  • Perhaps other specific duties, to be added.
• The board retains ultimate legal authority over Free Geek as an organization (that's just the nature of the beast), but it can delegate authority to other groups, and this can be encoded into the by-laws. For instance, the by-laws could state that the board delegates general policy making to the council and day to day operations to the staff collective, but retain the right to veto decisions that threaten Free Geek's legal or fiscal standing or 501(c)(3) status.
• All of the items that will need to go into the by-laws coulen't be discussed at a council meeting. We will need to extrapolate and perhaps guess in some places, but we should point out where we do this and invite discussion here and on the Council email list.

Outline of the proposed by-laws

To kick things off we can start by editing the current bylaws. There's a special page for this at Annotations on the old Bylaws. There will be a bunch of stuff that we expect everyone will agree on without a lot of discussion, and that stuff can go there. (Anything that requires a bit more work could be hashed out more informally?)

Here are some topics to consider, with links to pages where those topics can be discussed a bit more (without creating one giant discussion page):

Codifying the Council

The Free Geek Community Council isn't mentioned in the current bylaws. There'rs some substantial stuff written about how it works, however. What should go into the new bylaws?

Codifying the Staff Collective

The Free Geek Staff Collective isn't mentioned in the current bylaws. There're a lot of procedures and policies in place, however. What should go into the new bylaws?

Selection of the Board

What are the mechanisms of selecting the board? What about when there are unexpected vacancies? What about when we fall below our minimum number of members?

Makeup of the Board

How specific should we get in spelling out what kind of qualifications board members need? How much can be left to policy and how much should be in the bylaws?

Board Decision Making Process

The original (unammended) bylaws mention majority vote in some places. At an early board meeting (rumour has it) an ammendment was passed to use formal consensus with a limit of how many lifetime blocks (3?) a board member could use. What do we want in the new bylaws?

Delegation of Authority

Boards hold the final legal authority for corporations, but they can delegate areas of authority to other groups. Which areas of authority do we want delegated to Council and the Staff Collective? Which should be retained by the board? (NOTE: The sense of the Council was that general fiscal and legal authority should be retained by the board, as well as specifically the matter of protecting our 501(c)(3) status. The mission of the organization should be the responsibility of the board as well, but all the groups should be protecting the mission anyway.)