Difference between revisions of "Proposed Bylaws Snapshot 2005-09-01"

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''(This is a working draft for the new bylaws project. For more extended discussion see the pages listed at [[New Bylaws Project]].)''
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''(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]].)''
  
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==Notes==
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;Formatting and Edits
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===See Also===
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:
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* [[New Bylaws Project]]
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:* Comments are indented. ''Begin lines with a colon (:). Nest your comments by increasing the number of colons.''
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:* Suggested deletions since the last snapshot are in <del>Strikethrough</del>.
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:* Suggested additions since the last snapshot are '''bold'''.
  
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===Formatting and Edits===
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;To do
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* Comments are indented. ''Begin lines with a colon (:). Nest your comments by increasing the number of colons.''
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:
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* Suggested deletions since the last snapshot are in <del>Strikethrough</del>.
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:* Spellcheck, etc.
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* Suggested additions since the last snapshot are '''bold'''.
 
  
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===To do===
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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.
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* Put in links to the RSA and Statutes?
 
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* See if this first round of stuff seems within reason out in the community.
 
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* Proceed on to issues like how the board is chosen and what it's makeup is.
 
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* review section on officers
 
  
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===Proofreading===
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== ARTICLE I. PURPOSE ==
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After it seems like it's settled, fix these things:
 
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* Numbers: There are some places where the format is "one (1)", and other places where we just say "one" or "1".
 
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* renumber bylaws
 
  
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==Preface:Definitions==
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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.
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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.
 
  
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'''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.
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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.
  
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'''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.
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== ARTICLE II. MEMBERSHIP ==
  
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'''The Staff Collective''' also referred to as the Staff, administers the daily proceedings of Free Geek.
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Free Geek shall have no members. It shall be governed by a Board of Directors (the "Board").
  
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'''Paid interns''' are workers who paid by Free Geek for specific, temporary positions. They are not part of the staff collective.
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== ARTICLE III THE BOARD OF DIRECTORS ==
  
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'''In writing''', in this document, refers to a hand-delivered, faxed or mailed paper document OR an email communication.
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=== Section 1. Function. ===
  
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==ARTICLE I. Purpose and Name==
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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.
  
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===Section 1. Purpose.===
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=== Section 2. Number. ===
  
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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.
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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.
  
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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.
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=== Section 3. Term. ===
  
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===Section 2. Name.===
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a. The term of each member of the Board shall be approximately two (2) years. 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.
  
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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".
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b. The Board shall be divided, by lot, into two (2) groups for the purpose of staggering the terms. The Directors of the first group shall serve a term of two years; 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.
  
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==ARTICLE II. Membership==
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=== Section 4. Election Procedure. ===
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===Section 1. Membership.===
 
  
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Free Geek shall have no members. It shall be governed  by the Board of Directors (the "Board").
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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.
  
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==ARTICLE III. The Board of Directors==
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=== Section 5. Annual Meeting. ===
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===Section 1. Function.===
 
  
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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.
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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.
  
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===Section 2. Number.===
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=== Section 6. Special Meetings. ===
  
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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.
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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.
  
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===Section 3. Term.===
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=== Section 7. Waiver of Notice. ===
  
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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.
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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.
  
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===Section 4. Election Procedure.===
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=== Section 8. Quorum and Voting. ===
  
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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.
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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.
  
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: "''should'' be elected prior" or "''shall'' be elected prior"? ~ [[User:Winterkoninkje|wren]] 22:54, 14 Jul 2005 (PDT)
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=== Section 9. Presumption of Assent. ===
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:: I think "should" is appropriate in this place. It means we should try to elect prior to the meeting, but I can imagine circumstnances where we are still in process when the meeting starts. Maybe it's OK. I could be convinced otherwise. [[User:Rfs|RfS]] 11:00, 15 Jul 2005 (PDT)
 
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:::  I'd lean towards the "shall" language as I really don't want to leave an option here.  Also, we have dropped the mention of when the 'annual' meeting will be held.  So if it's 'shall' the board would need to publicize the meeting date and then the council would need to plan accordingly. --[[User:Jkane|Jkane]] 08:55, 18 Jul 2005 (PDT)
 
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:::: I'm fine with "shall" [[User:Rfs|RfS]] 08:52, 19 Jul 2005 (PDT)
 
  
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===Section 5. Annual Meeting.===
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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.
  
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The Board shall hold meetings at least once each calendar year, or more often as necessary.  
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=== Section 10. Removal or Resignation of Directors. ===
  
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===Section 6. Special Meetings.===
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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.
  
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Special meetings of the Board may be called by the chairperson and must be called by the <del>convener</del> '''chairperson''' upon the written request of at least two (2) 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 not more than sixty (60) days prior to the meeting. The notification shall include the date, time, place and agenda of the special meeting.
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=== Section 11. Vacancies. ===
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: We used the term " chairperson" and "convener".  Was this intentional and are they two different functions or do we simply want to replace all instances of convener with chairperson. --[[User:Jkane|Jkane]] 08:57, 18 Jul 2005 (PDT)
 
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:: Fixed [[User:Rfs|RfS]] 08:53, 19 Jul 2005 (PDT)
 
  
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===Section 7. Waiver of Notice.===
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In the event of a vacancy, the Council shall appoint an interim Director for the uncompleted term.
  
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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.
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=== Section 12. Compensation. ===
  
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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.
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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.
  
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===Section 8. Quorum and Consensus .===
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=== Section 13. Action By Directors Without A Meeting. ===
  
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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.
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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.
  
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===Section 9. Removal or Resignation of Directors.===
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== ARTICLE IV. OFFICERS ==
  
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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.
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=== Section 1. Officers. ===
  
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===Section 10. Vacancies.===
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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.
  
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In the event of a vacancy, the  Council shall appoint an interim Director for the uncompleted term.
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=== Section 2. Duties of Officers. ===
  
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===Section 11. Compensation.===
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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.
  
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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.
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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.
  
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===Section 12. Action By Directors Without A Meeting.===
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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.
  
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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.
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: 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)
  
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==ARTICLE IV. Officers==
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:: i see what you're saying. removing the second "oversight" is fine by me. It's been there from the beginning, BTW.
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:: [[User:Rfs|RfS]] 10:28, 25 Aug 2005 (PDT)
  
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===Section 1. Officers.===
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=== Section 3. Other Officers. ===
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The Officers of the Corporation shall be President, hereafter refered to as "Chairperson", <del>a</del> Secretary and <del>a</del> 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.
 
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: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)
 
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===Section 2. Duties Of Officers.===
 
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A. Chairperson
 
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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. <del>The Chairperson shall appoint members of the Board Committees in consultation with the Board.</del>
 
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: Shouldn't the Chairperson be able to delegate convening meetings? [[User:Jeff|Jeff]] 11:11, 30 Jun 2005 (PDT)
 
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: Does the chair need to appoint? Seems like that's usually a group decision? [[User:Rfs|RfS]] 13:27, 15 Jul 2005 (PDT)
 
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:: I'm fine with striking "The Chairperson shall appoint members of the Board Committees...." as this was a compromise position from the original bylaws. --[[User:Jkane|Jkane]] 09:03, 18 Jul 2005 (PDT)
 
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::: Stricken [[User:Rfs|RfS]]
 
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B. Secretary
 
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The Secretary shall <del>keep or cause to be kept the minutes</del> '''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.
 
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: related to the position of chairperson what do people think about making the secretary the stand in for the chairperson if she or he is unable to fufill those functions, unless the Board specificly delegates these duties to another individual in the chairperson's absence. --[[User:Jkane|Jkane]] 21:06, 11 Jul 2005 (PDT)
 
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: How about "provide for the keeping of minutes"? Seems more consistent with other language in the bylaws. Also, we could strike the "and the seal of  Free Geek (if any)" to simplify, no? [[User:Rfs|RfS]] 13:27, 15 Jul 2005 (PDT)
 
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:: Fine with me --[[User:Jkane|Jkane]] 09:03, 18 Jul 2005 (PDT)
 
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::: Changed [[User:Rfs|RfS]] 08:56, 19 Jul 2005 (PDT)
 
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C. Treasurer
 
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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 Free Geek 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.
 
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: Is that better? [[User:Jeff|Jeff]] 11:14, 30 Jun 2005 (PDT)
 
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::Looks good to me [[User:Rfs|RfS]] 13:27, 15 Jul 2005 (PDT)
 
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::: Also looks good to me.  Note, I deleted my original comment which refered to the original bylaw, not our edited on as above. --[[User:Jkane|Jkane]] 09:12, 18 Jul 2005 (PDT)
 
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===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.
 
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.
  
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:Is "hereinabove" proper (legalese) English? ~ [[User:Winterkoninkje|wren]] 23:02, 14 Jul 2005 (PDT)
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=== Section 4. Compensation and Expenses. ===
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:: Laurel looked it up and said yup, it's so -- y'learn sumpin new 'bout inglish everday! [[User:Rfs|RfS]]
 
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===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.
 
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.
  
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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)
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=== Section 5. Resignation or Removal. ===
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:Joe says we might want to allow compensation to officers, for instance a treasurer may put in a lot of time. [[User:Rfs|RfS]]
 
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:: I think this would come into play with a more management style board where board members are expected to do a lot of things we have staff and volunteers doing. I don't think we want a management style board, so I'm inclined to say we don't reimburse officers for time (expenses, i.e. a Kinko's bill for board related copying, is another matter -- that'd be 'goods' not 'services'). [[User:Rfs|RfS]] 13:34, 15 Jul 2005 (PDT)
 
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:: So right now, we can reimburse for expenses, ie for materials purchased, travel etc. at the discretion of the Board.  In some non-profits I know, they give a stipend to the treasurer.  Not really 'compensation' in terms of a salary, but more of lump sum honorarium.  I would actually agree that right now, that direction is not the way FreeGeek is headed but I'd be fine with leaving the wording the way it is (reversing my original position in the comment hereinabove) and leaving the door open if FG wanted to do so in the future.--[[User:Jkane|Jkane]] 09:12, 18 Jul 2005 (PDT)
 
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===Section 5. Resignation or Removal.===
 
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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 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 a Director shall not of itself create contract rights.
 
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: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)
 
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===Section 6. Vacancies.===
 
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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.
 
  
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==ARTICLE V Community Council (proposed)==
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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, 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.
  
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===Section 1. Function===
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=== Section 6. Vacancies. ===
  
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The function of the Free Geek 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.  The Council provides for the administration of Free Geek in between meetings of the Board. The Council also selects members of the Board.
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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.
  
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:Looking back on the founding document of the council, we called in the "Free Geek Community Council" or "the council". I'm editing throughout to make this consistent. (Not just using "council" in favor of "the council".) [[User:Rfs|RfS]] 13:39, 15 Jul 2005 (PDT)
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== ARTICLE V. COMMITTEES AND OTHER GROUPS ==
  
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===Section 2. Membership===
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=== Section 1. Committees of the Board of Directors. ===
  
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The Council consists of Free Geek volunteers and staff. Any active volunteer and/or staff member <del>is</del> '''shall be''' allowed to participate in meetings of the Council.
+
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 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.
  
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:Do we want to say anything about the criteria for being a volunteer here, or leave that to a Council decision (or Board resolution)? [[User:Rfs|RfS]] 13:41, 15 Jul 2005 (PDT)
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=== Section 2. Groups other than Committees of the Board. ===
−
:: Slight proposed wording change for the purposes of making things more consistant.--[[User:Jkane|Jkane]] 09:19, 18 Jul 2005 (PDT)
 
  
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===Section 3. Blocking Privilege===
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Groups other than the Board and the Committees thereof may be formed on an as-needed basis by the Free Geek community. These other groups shall not have the authority to act for or on behalf of the Board.
  
−
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 3. The Free Geek Community Council ===
  
−
: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.
+
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.
−
:: I also thought it was ''after'' their third consecutive meeting. [[User:Jeff|Jeff]] 11:17, 30 Jun 2005 (PDT)
 
−
::: Does this mean we want to reconsider our proposal? Or shall we say "upon their third meeting within a span of four months"? --[[User:Ideath|Ideath]] 15:17, 5 Jul 2005 (PDT)
 
−
::: If I remember correctly, someone found this in the council definitions, so my understanding is what we currently have in is the current policy.  At the next B&B it might be good to discuss in person more about potential changes.--[[User:Jkane|Jkane]] 02:15, 7 Jul 2005 (PDT)
 
−
:::: When the council was formed we said "after three consecutive meetings". We later clarified it to mean "at the outset of your third consecutive meeting, IIRC. [[User:Rfs|RfS]]
 
−
:As to the 3 out of 4 rule: if we're going to do this, we should consider what happens if a special council meeting is called. So in a 4 month period there might be 5 or more meetings. Do these special meetings count in the fraction? Etc. (I think we've had one or two special council meetings in its history.) [[User:Rfs|RfS]]
 
−
===Section 4. Meetings===
 
  
−
Meetings of the Council shall normally be held on a monthly basis.  '''The Council meeting attendance records shall be entered into the permenant records of Free Geek.''' <del>The Council meeting regarding the election of new Board members shall be held in October.</del>  '''The Council shall elect members to the Board of Directors in time for the Annual Meeting of the Board.'''
+
: Note, that the section defining the council was moved here, and there is still a discussion as to whether it should be moved to its own section. [[User:Rfs|RfS]] 14:43, 17 Aug 2005 (PDT)
  
−
:note. This date is somewhat arbitrary, some research needs to be done to find out which time the council's attendance is highest (school comitments, weather, holidays) and/or other factors. October was chosen because the old bylaws had the annual board meeting in October.
+
: Synopsis of discussion so far:
 +
:* Moving the definition of the Council into this section hides it a bit from casual glances. A more straightforward approach might invite unwanted attention (raise a red flag).
 +
:* However, it may not raise a red flag at all, and giving it its own section makes the document cleaner and more comprehensible. For instance, without its own section a board resolution relating to council ("be it resolved that the council can blah blah blah...") would look like it relates to the election procedures when it in fact does not.
 +
: Options already mentioned include:
 +
:* Leaving the text where it is and living with any resulting unclarity.
 +
:* Moving the text to its own section substantially in its current form.
 +
:* Moving the text to its own section for clarity, paring it down to a bare minimum, and moving some of its substance to a standing resolution of the board.
 +
:[[User:Rfs|RfS]] 15:05, 17 Aug 2005 (PDT)
  
−
: Maybe we should say "The Council should select board members in time for the Annual Meeting" instead of referring to the specific month? [[User:Rfs|RfS]] 13:43, 15 Jul 2005 (PDT)
+
== ARTICLE VI. RIGHT OF PARTICIPATION ==
−
:: I wrote a proposed wording change per Richard's suggestion.  --[[User:Jkane|Jkane]] 09:26, 18 Jul 2005 (PDT)
 
−
::  I also wrote a brief item to make it explicit that the attendance records at Council meetings need to be kept since these records would determine who has blocking privlages.  It is true that the whole of the minuets should be kept, and hopefully this is done, but knowing who can block might have legal ramifications so needs to be recorded well. --[[User:Jkane|Jkane]] 09:26, 18 Jul 2005 (PDT)
 
−
::: I don't recall us deciding to eliminate the October language -- just discussing it. Do we need (or is it a good idea) to specifiy the meeting time? Seems like an annual meeting would be easy to put off. [[User:Rfs|RfS]] 08:59, 19 Jul 2005 (PDT)
 
−
 
 
−
==ARTICLE VI. Staff Collective (proposed)==
 
−
:Thoughts: Function is to  Membership is composed of staff members hired into collective positions. Meetings are currently weekly, but we've talked about monthly or biweekly staff collective meetings and might want to move to that model in the future, especially if we grow larger and more stuff is accomplished in standing committees. Standing committees are committees set up by the staff collective to make sure that all areas of function inside FG are being covered. Standing committee meetings are generally open to volunteers as well as staff. Staff collective meetings and HR related committee meetings are generally open to only collective member, unless by invite (they potentially deal with staff discipline issues, etc.) Staff collective has been given a general budget to work with for salaries and benefits but gets to prioritize how that is spent. At one time we talked about the board giving "agent of corporation" status to staff members (so they could sign documents and such) and the board would have the ability to withdraw that if necessary. Staff collective however, is in charge of hiring and firing its own (and interns). Council is in charge of prioritizing new positions and job descriptions. In practice, the staff recommends much of this. [[User:Rfs|RfS]] 14:15, 11 Jul 2005 (PDT)
 
−
:: I suspect we don't need to include things like meeting schedule, stading committees, or salaries and benefits. Seems like it's enough to say that the staff collective exists, is a collective, is in charge of hiring/discipline/firing, and answers to council. --[[User:192.168.254.89|192.168.254.89]] 11:56, 19 Jul 2005 (PDT)
 
−
 
 
−
===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.
 
−
 
 
−
:  We also talk about the Council providing for the administration of FG between Board meetings.  I actually think the Staff collective wording is right, so do we need to tweak the wording found in the Council section.--[[User:Jkane|Jkane]] 09:29, 18 Jul 2005 (PDT)
 
−
:: I don't know the correct terminology, but the Council sets policy (so does the Board), and the staff implements it. The implementation part is probably "to manage" or "to administer". The "provide for" clause implies that the Council doesn't actually (normally) do it, but rather delegate it?  [[User:Rfs|RfS]] 09:03, 19 Jul 2005 (PDT)
 
−
 
 
−
===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).
 
−
 
 
−
:Definition to be provided by Ideath and Oso, unless Richard gets to it first. Thanks, Richard! --[[User:Ideath|Ideath]] 18:04, 13 Jul 2005 (PDT)
 
−
 
 
−
==ARTICLE VII. Committees '''and Other Groups''' <del>of the Board</del>==
 
−
 
 
−
: Should article VII read Committes and other structures withing FG? --[[User:Jkane|Jkane]] 21:14, 11 Jul 2005 (PDT)
 
−
:: I propose "Committees and Other Groups"? [[User:Rfs|RfS]] 13:51, 15 Jul 2005 (PDT)
 
−
:: Added in Richard's suggestion. --[[User:Jkane|Jkane]] 09:32, 18 Jul 2005 (PDT)
 
−
 
 
−
===Section 1. Committees of the Board of Directors.===
 
−
 
 
−
<del>A majority of the Board of Directors</del> The Board <del>in office</del> may create one (1) or more committees of the Board of Directors. The Board <del>of Directors</del> 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 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 <del>of Directors</del> and require Board consent of all actions unless specific authority has been delegated by the Board <del>of Directors</del> or the Bylaws to the Committee.
 
−
 
 
−
:"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)
 
−
:: Looks good to me--[[User:Jkane|Jkane]] 09:33, 18 Jul 2005 (PDT)
 
−
 
 
−
:I'm changing "Board of Directors" to "Board" except where we say "Committee of the Board of Directors". [[User:Rfs|RfS]] 13:51, 15 Jul 2005 (PDT)
 
−
 
 
−
===Section 2. Other groups===
 
−
 
 
−
Groups other than the Board, the committees thereof,<del>and</del> the Community Council, and the '''Staff Collective''' may be formed on an as-needed basis by volunteers and staff of Free Geek.
 
−
 
 
−
: Added the staff collective to section two.  Just wondering with the proposed change to the article, can we now delete most of the comments below?--[[User:Jkane|Jkane]] 09:36, 18 Jul 2005 (PDT)
 
−
:: I intend to delete them in the next snapshot. [[User:Rfs|RfS]] 09:05, 19 Jul 2005 (PDT)
 
−
 
 
−
:Maybe this section needs to be reworded. I think the point is that staff and volunteers should be able to create committees and working groups for operations without needing to go to the board. [[User:Rfs|RfS]]
 
−
::This depends on what the scope of the bylaws is. I am reading this section on committees as "committees that do things related to board matters" - that is, not the distro group or the staff subcommittees, but possibly the council or working groups thereof. Does this make sense? --[[User:Ideath|Ideath]] 10:19, 29 Jun 2005 (PDT)
 
−
:: Yes, it makes sense, but I think the intent is different. I think the idea is to guarantee that the council and the staff to form working groups without action of the board.[[User:Rfs|RfS]] 14:25, 11 Jul 2005 (PDT)
 
−
 
 
−
::Also, we need to be sure to remember to give Council whatever authority it needs in this document! --[[User:Ideath|Ideath]] 10:21, 29 Jun 2005 (PDT)
 
−
:: Laurel, can you describe some of the authority to which you refer.  My read is that by defining and codifying the council prior to mentioning committees actually places them above committees of the type mentioned here.  For instance, the role in electing the board.--[[User:Jkane|Jkane]] 02:18, 7 Jul 2005 (PDT)
 
−
::: See the [[Founding Document of the Council]] for some examples (down in the "Scope of the Council" section). [[User:Rfs|RfS]] 14:25, 11 Jul 2005 (PDT)
 
−
 
 
−
: Note, at the next meeting, we should structure this section to either be just about the Board and Board Related Committees or make the whole section general with two types of committees, Board committees and everything else. --[[User:Jkane|Jkane]] 21:13, 11 Jul 2005 (PDT)
 
−
 
 
−
:The [[Founding Document of the Council]] also notes that it is the Council's job to create new working groups (as we did with NAP recently, and I believe the Hardware Grants group before that. [[User:Rfs|RfS]] 13:51, 15 Jul 2005 (PDT)
 
−
 
 
−
:Sections on ''Ad Hoc Committees'' and ''Action by Committees'' were stricken. [[User:Rfs|RfS]] 09:28, 14 Jul 2005 (PDT)
 
−
 
 
−
==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.
 
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 IX Consensus (proposed)==
+
== ARTICLE VII. DEPOSITORIES, SIGNATURES AND SEAL ==
  
−
===Section 1. Model===
+
=== Section 1. Depositories. ===
  
−
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 '''chapter 2 of''' the book "On Conflict and Consensus" (Food Not Bombs Publishing''', (C) 1987''').
+
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.
  
−
:We should include a publication date, in case OCAC changes when we look the other way. [[User:Rfs|RfS]] 14:26, 11 Jul 2005 (PDT)
+
=== Section 2. Contracts. ===
−
: I did some more research.  There is an online version, presumably an electronic version of the published print version.  (C)1987.  Check it out at http://www.ic.org/pnp/ocac/    --[[User:Jkane|Jkane]] 21:17, 11 Jul 2005 (PDT)
 
−
:: At a glance, I like chapter 2 of that document. I think some things we don't want to refer to in the bylaws are:
 
−
::* arguments of why consensus is better or more appropriate, etc (like chapter 1).
 
−
::* too much detail about techniques within a consensus framework (like chapters 5 and 6).
 
−
::That kind of stuff is good recommended reading for people new to consensus or people wanting to become better facilitators, etc., but the bylaws should mostly stick to the mechanics of the process, I think. [[User:Rfs|RfS]] 10:34, 12 Jul 2005 (PDT)
 
−
:Do we want to say, someting like "OCAC (C)1987 or as most newly revised".--[[User:Jkane|Jkane]] 21:16, 11 Jul 2005 (PDT)
 
−
::Or "OCAC (C)1987 or similar as authorized by the Board and Council"? [[User:Rfs|RfS]] 10:34, 12 Jul 2005 (PDT)
 
  
−
:I think the CT Butler books official home is consensus.net and the appropriate link to chapter 2 is http://consensus.net/ocac2.html (though there is a broken image there). [[User:Rfs|RfS]] 13:55, 15 Jul 2005 (PDT)
+
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 2. Closing Options in Formal Consensus===
+
=== Section 3. Seal. ===
−
 
 
−
A participant in formal consensus has three (3) options when consensus is called for: 
 
−
* Consent '''- Actively agree that the organization should implement the proposal'''
 
−
* 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.
 
−
The right to block is the equivalent to voting privileges in a voting based organization.
 
−
 
 
−
:Is the "equivalent to voting privileges" clause necessary? Might it be misinterpreted to mean it's the same as voting? [[User:Rfs|RfS]] 14:27, 11 Jul 2005 (PDT)
 
−
 
 
−
:Added definition for Consent [[User:Rfs|RfS]] 13:58, 15 Jul 2005 (PDT)
 
−
 
 
−
===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.
 
−
 
 
−
 
 
−
:Should the term "consensus" be spelled out as a shortcut for this brand of "formal consensus"? Should we define this before we start using it? Should we litter the rest of the references to "consensus" with references to this section? [[User:Rfs|RfS]] 14:18, 6 Jul 2005 (PDT)
 
−
 
 
−
==ARTICLE X. Depositories, Signatures and Seal==
 
−
:So it looks like this Article (mostly section 2) is where the "agent of the corporation" bit comes in - and to answer a C7 question, the C7 group might be designated by the board to sign or deposit things.
 
−
 
 
−
===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.
 
Free Geek shall have no seal.
  
−
:Oso wants a seal and if he can develop one in a timely manner, maybe we'll include it.
+
=== Section 4. Borrowing. ===
−
::Don't they take time to mature? Cause if we're caught using a baby seal ... [[User:Jeff|Jeff]] 11:20, 30 Jun 2005 (PDT)
 
−
:Anarchy Software had a seal. You don't want to lose it. They're kind of cool, but think of how hard it is to find the seal when you need to make a document official. Maybe we need an "unofficial" seal. [[User:Rfs|RfS]]
 
  
−
===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.
  
−
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. ===
  
−
: policies are being drafted in the area of accepting loans. what about decisions that need to be made quickly?
+
The Board may accept on behalf of Free Geek any contribution, gift, bequest or devise for the general purpose of Free Geek, and any such contribution, gift, bequest, or devise is subject to the Board's acceptance.
  
−
===Section 5. Gifts.===
+
== ARTICLE VIII. AMENDMENTS ==
  
−
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.
+
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.
  
−
: Deleted an extranious comment--[[User:Jkane|Jkane]] 09:42, 18 Jul 2005 (PDT)
+
: 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)
  
−
==ARTICLE XI. Amendments==
+
: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)
  
−
These Bylaws may be amended by <del>a consensus of</del> 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 <del>consensus from</del> the Community Council.
+
: Synopsis of the discussion so far:
 +
:* Including the stricken text might raise a red flag at the IRS.
 +
:* It also may not, and is a desireable check and balance issue.
 +
: Options already mentioned include:
 +
:* Leaving the text in, requiring the board to run amendments by council and consider council amendments.
 +
:* Striking the text and making a board standing resolution that requires the board to do what the above says. In this scenario, the board would first have to overturn their standing resolution to sneak an amendment by the council.
 +
:[[User:Rfs|RfS]] 15:02, 17 Aug 2005 (PDT)
 +
: 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 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)
 +
:: I'm for removing "unanimously" but not a big deal. Taking it out gives us more flexibility.
 +
:: [[User:Rfs|RfS]] 10:30, 25 Aug 2005 (PDT)
  
−
:Here and throughout the document: Do we need to specify the method of decision making (consensus), or can we just ignore it, since we're defining it elsewhere and there are no real exceptions to it? For instance: ''These Bylaws may be amended by <del>a consensus of</del> the Board then in office at any .... The Board must consider any amendment which is proposed <del>by consensus</del> from the Community Council.'' (This is one of those "don't raise any red flags" type of issues.) [[User:Rfs|RfS]] 10:17, 16 Jul 2005 (PDT)
+
== ARTICLE IX. INDEMNIFICATION ==
−
::  RIchard, good point.  I tend to agree.  Especially here, as it might make some people wonder, especially outside folks.  I'd impliment your suggestion. --[[User:Jkane|Jkane]] 09:43, 18 Jul 2005 (PDT)
 
−
::: Changed. We should look for this kind of thing throughout though. [[User:Rfs|RfS]] 09:08, 19 Jul 2005 (PDT)
 
  
−
==ARTICLE XII. Indemnification==
+
=== Section 1. Directors and Officers. ===
  
−
===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.
  
−
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. ===
  
−
===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.
  
−
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. ===
  
−
===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.
  
−
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. ===
−
===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.
 
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.===
+
=== Section 5. Definitions. ===
  
 
The terms used in this Article shall have the same meanings given them in ORS 65.387 to 65.414.
 
The terms used in this Article shall have the same meanings given them in ORS 65.387 to 65.414.
  
−
==ARTICLE XIII. Indentification==
+
== 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.
 +
 
 +
== 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 nine (9) typewritten pages numbered consecutively from 1 to 9 were and are the Bylaws adopted by the Directors of the Corporation effective '''INSERT DATE HERE'''.
+
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.
  
−
'''SIGN BY APROPRIATE OFFICERS'''
+
, Secretary
  
 
[[Category: Bylaws]]
 
[[Category: Bylaws]]

Latest revision as of 16:36, 7 September 2005

(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
  • Comments are indented. Begin lines with a colon (:). Nest your comments by increasing the number of colons.
  • Suggested deletions since the last snapshot are in Strikethrough.
  • Suggested additions since the last snapshot are bold.
To do
  • 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.

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.

ARTICLE II. MEMBERSHIP

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

ARTICLE III THE BOARD OF DIRECTORS

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.

a. The term of each member of the Board shall be approximately two (2) years. 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. The Directors of the first group shall serve a term of two years; 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.

Section 4. Election Procedure.

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.

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.

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). --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.
RfS 10:28, 25 Aug 2005 (PDT)

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, 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.

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 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.

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 Free Geek community. These other groups shall not have the authority to act for or on behalf of the Board.

Section 3. The Free Geek Community Council

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.

Note, that the section defining the council was moved here, and there is still a discussion as to whether it should be moved to its own section. RfS 14:43, 17 Aug 2005 (PDT)
Synopsis of discussion so far:
  • Moving the definition of the Council into this section hides it a bit from casual glances. A more straightforward approach might invite unwanted attention (raise a red flag).
  • However, it may not raise a red flag at all, and giving it its own section makes the document cleaner and more comprehensible. For instance, without its own section a board resolution relating to council ("be it resolved that the council can blah blah blah...") would look like it relates to the election procedures when it in fact does not.
Options already mentioned include:
  • Leaving the text where it is and living with any resulting unclarity.
  • Moving the text to its own section substantially in its current form.
  • Moving the text to its own section for clarity, paring it down to a bare minimum, and moving some of its substance to a standing resolution of the board.
RfS 15:05, 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, and any such contribution, gift, bequest, or devise is subject to the Board's acceptance.

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.

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. --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. RfS 14:43, 17 Aug 2005 (PDT)
Synopsis of the discussion so far:
  • Including the stricken text might raise a red flag at the IRS.
  • It also may not, and is a desireable check and balance issue.
Options already mentioned include:
  • Leaving the text in, requiring the board to run amendments by council and consider council amendments.
  • Striking the text and making a board standing resolution that requires the board to do what the above says. In this scenario, the board would first have to overturn their standing resolution to sneak an amendment by the council.
RfS 15:02, 17 Aug 2005 (PDT)
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 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. --Jkane 04:36, 25 Aug 2005 (PDT)
I'm for removing "unanimously" but not a big deal. Taking it out gives us more flexibility.
RfS 10:30, 25 Aug 2005 (PDT)

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.

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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