Proposed Bylaws Snapshot 2005-08-17

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(This is a snapshot of the Proposed Bylaws Working Draft as of August 10, 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.)

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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.

ARTICLE I. PURPOSE

a. Free Geek 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 Free Geek, 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.

We deleted the Name section of this article from our previous version. I'm assuming it's just unnecessary since it's referred to the intro now? RfS 18:26, 13 Aug 2005 (PDT)
Correct. The in text reference takes care of any name issues and keeps the document cleaner. JLB --192.168.254.89 14:08, 15 Aug 2005 (PDT)

ARTICLE II. MEMBERSHIP

Section 1. Membership.

Free Geek shall have no members. It shall be governed and managed by a Board of Directors (the "Board").

i remember discussing the "governed and managed" bit of this, and deciding to drop "managed" because 1) definitions do not show a significant difference between the words, making the phrase redundant; and 2) while, as far as we can tell, they are interchangeable denotatively, the connotation of "manage" was more like what we recognize as the role of staff. --Ideath 14:13, 13 Aug 2005 (PDT)
minor formatting question. do we need a "Section 1" if there's no section 2? RfS 18:25, 13 Aug 2005 (PDT)
We can drop the managed with no problems. I intended to drop it. And yes we can dump the section heading. JLB --192.168.254.89 14:09, 15 Aug 2005 (PDT)

ARTICLE III THE BOARD OF DIRECTORS

Section 1. Function.

The Board shall manage 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.

See my note above on the term "manage"; we settled on "provide for the oversight of." Are we learning now that this is no good? --Ideath 14:14, 13 Aug 2005 (PDT)
We can drop the manage if everyone prefers. I did not realize that it was that much of an issue. For some reason it makes a me a tad nervous to drop it. That may be my cautious nature :-)JLB --192.168.254.89 14:11, 15 Aug 2005 (PDT)

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.

a. The term of each member of the Board shall be approximately two (2) years except for the current 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.

b. The Board shall be divided, by lot, into two (2) groups for the purpose of staggering the terms. One group shall consist of approximately three (3) of the Directors and the second group shall consist of approximately two (2) of the Directors. At the next annual meeting of the Board, the Directors shall, by lot, divide themselves into the groups described above. The Directors of the first group shall serve a term of two year; the Directors of the second group shall serve a term of one year. Thereafter the members of each group shall serve two (2) years, with the term of each group of the Directors ending in each successive year. There shall be no limit on the number of terms which a Director may serve.

This may be a revision to do at a different time, but the awkwardness of this section bothers me (yes, i know, if this bothers me, i should not be a lawyer). What if the first section read "... shall be approximately two (2) years. ..." (no "except" clause) and the second "... divided, by lot, into two approximately equal groups for the purpose of staggering the terms. The Directors of the first group...". It leaves the logistics out, doesn't assume we have 5 directors, and makes it easier to work around the fact that this is not happening at the first board meeting but the first meeting of a new board.
I can hold this off until later, but it just worked for me when i was going over changes last night, and i figured i'd mention it. --Ideath 14:23, 13 Aug 2005 (PDT)
That change makes as much sense as what is there. I struggled trying to make this one sound right. JLB --192.168.254.89 14:13, 15 Aug 2005 (PDT)
Going with Laurel's wording. RfS 08:51, 16 Aug 2005 (PDT)

Section 4. Election Procedure.

a. Prior to the annual meeting of the Board, the Free Geek Community Council (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.

b. The Council shall be organized from members of the Free Geek community, including, but not limited to, volunteers, members of the Board, Officers of Free Geek, the Staff and members of the community served by Free Geek. 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.

I think we probably don't need the "including but not limited to" clause in part b. --Ideath 14:24, 13 Aug 2005 (PDT)
The previous definition of the Council included this: "The Council provides for the administration of Free Geek in between meetings of the Board." Is this a red flag issue? RfS 18:34, 13 Aug 2005 (PDT)
Dropping the "including" clause should not be problem. I left it in thinking about future flexibility for the organization. I think the "administration" would come a little close to a red flag issue to be completely comfortable with. In my mind it sounds like the council will make the decisions at all levels rather than providing vision. That "is" what you want, but I believe it will raise a red flag with the IRS and other government bodies. JLB 192.168.254.89 14:16, 15 Aug 2005 (PDT)

Section 5. Annual Meeting.

The Board shall hold meetings at least once each calendar year, or more often as necessary. The Board shall, by its own resolution, designate such dates, times and places as it may choose for such meetings; provided, however, the annual meeting of the Board shall be held no later than the last day of October of each calendar year.

Section 6. Special Meetings.

Special meetings of the Board may be called by the Chairperson and must be called by the Chairperson upon the written request of at least two Directors. Notice of a special meeting of the Board shall be mailed, hand-delivered or given verbally to each Director not less than 10 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 Voting.

A majority of the Directors in office immediately before the meeting begins shall constitute a quorum at any meeting. Decisions made by such a quorum shall be the act of the Board unless a greater vote is required by the Act, the Articles of Incorporation or these Bylaws.

Section 9. Presumption of Assent.

A Director of Free Geek who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless his dissent shall be entered in the minutes of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 10. 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 elected or appointed by the Board may be removed by the Board, for cause, by the Directors then in office, except for the director in question, whenever in its judgment the best interests of Free Geek would be served thereby, but 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 11. Vacancies.

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

Section 12. Compensation.

Directors shall not be compensated for their services as Directors. The Directors shall be reimbursed by Free Geek 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 a majority vote, of any specific reimbursement request submitted. No Director shall be liable to account to Free Geek for any profit realized by the Director from or through any transaction or contract of Free Geek; 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 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 13. 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 the Directors not recused with respect to the subject matter thereof. Such consent shall have the same effect and force as a unanimous vote of said Directors.

ARTICLE IV. OFFICERS

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.

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.

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.

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, but such resignation shall be without prejudice to the contract rights, if any, of Free Geek. Any Officer or agent elected or appointed by the Board may be removed by the by the Board, except for the Director or Officer in question Board, for cause, when in its judgment the best interests of Free Geek 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 an Officer or agent shall not of itself create contract rights.

just fixing a typo --Ideath 14:25, 13 Aug 2005 (PDT)

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 person to act during the unexpired term.

ARTICLE V. COMMITTEES AND OTHER GROUPS

Section 1. Committees of the Board of Directors.

The Board may create one (1) or more committees of the Board of Directors. The Board 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 (1) Director off 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 shall report to the full Board and require Board consent of all actions unless specific authority has been delegated by the Board to the Committee.

I think this is a typo. "Off the board" seems terribly informal/inaccurate usage. --Ideath 14:26, 13 Aug 2005 (PDT)
Definitely a typo and thank you. JLB --192.168.254.89 14:17, 15 Aug 2005 (PDT)

Section 2. Groups other than Committees of the Board.

Groups other than the Board and the Committees thereof may be formed on an as-needed basis by the Council and Staff of Free Geek Free Geek community. These other groups shall not have the authority to act for or on behalf of the Board.

This should be "the volunteers and staff" - what would we do if we had to go to council to form a working group? --Ideath 14:27, 13 Aug 2005 (PDT)
Not sure I understand. This section refers to other groups formed to advise the Board directly. The Board can still create any working group of its own with a director. Also, this does not preclude the staff and or volunteers from creating working groups or committees. It merely clarifies that the council cannot make a group that will act on behalf of the Board. The Board has to do that. JLB --192.168.254.89 14:28, 15 Aug 2005 (PDT)
The second sentence does just exactly what Joe says it does, and I don't think anyone disagrees with that. The first sentence, however, also specifically allows that folks other than the board can create groups to get work done. What I believe Laurel is saying is that someone could interpret the first sentence to mean that in order to form a new group, one might need to call a council meeting. How about "may be formed on an as-needed basis by members of the Free Geek community."? The word "volunteer" doesn't appear elsewhere in the current draft, but we mention the "Free Geek community" in the section about the council. (III. 4. b.) RfS 09:11, 16 Aug 2005 (PDT)
If this refers to groups formed to advise the BoD directly, then the BoD should also be able to form such groups. Something like an advisory board might fall under this category, or a group charged with researching a particular topic? I think we should go with Richard's sugggestion: "the Free Geek community." ideath
changed RfS 14:12, 16 Aug 2005 (PDT)
Just for clarity's sake, this section was changed from it's original make up to refer to committees of the BOD which directly advise the BOD and then also to have a section covering other groups, sort of a catch all section. I pefer the wording as currently edited 'Groups other than BOD groups' --Jkane 07:36, 17 Aug 2005 (PDT)

ARTICLE VI. RIGHT 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.

ARTICLE VII. DEPOSITORIES, SIGNATURES AND SEAL

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. Contracts.

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 Board and 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.

I'm showing the struck out clause. RfS 18:40, 13 Aug 2005 (PDT)
I'm still somewhat confused about this, since we're soliciting and accepting donations all day every day we're open. Would this be something the board could make a standing resolution on - that FG may accept donations of computer equipment &c. within certain limits?
I mean, i'm sure it's fine as it is, it just confuses me. ideath
I'm a bit confused. Did Joe stike the clause above for cause, or was this an inadvertant deletion... --Jkane 07:38, 17 Aug 2005 (PDT)

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 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 the Community Council.

ARTICLE IX. INDEMNIFICATION

Section 1. Directors and Officers.

Pursuant to ORS 65.387 to 65.414, Free Geek 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 Free Geek) by reason of or arising from the fact that such person is or was a Director or Officer of Free Geek. The determination and authorization of indemnification shall be made as provided in the Act.

Section 2. Advance of Expenses.

Free Geek 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, Free Geek may purchase and maintain insurance on behalf of any person who is or was a Director or Officer of Free Geek 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 Free Geek 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 X DEFINITIONS

"In writing", as used in these Bylaws, refers to documents that are hand-delivered, faxed, mailed, or sent by email communication, unless another definition is required by the Act.

Is it unnecessary to include the reference to the ORS that was here before? --Ideath 14:30, 13 Aug 2005 (PDT)
Yes. Earlier in text "the Act" was marked as a place holder for the statute. JLB --192.168.254.89 14:19, 15 Aug 2005 (PDT)

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.

, Secretary

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