Proposed Bylaws Snapshot 2005-09-01

(This is a working draft for the new bylaws project. For more extended discussion see the pages listed at New Bylaws Project.)

Notes

See Also

• 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 are in Strikethrough
• Suggested additions are bold

To do

• Put in links to the RSA and Statutes?
• See if this first round of stuff seems within reason out in the community.
• Proceed on to issues like how the board is chosen and what it's makeup is.
• review section on officers

Proofreading

After it seems like it's settled, fix these things:

• Numbers: There are some places where the format is "one (1)", and other places where we just say "one" or "1".
• renumber bylaws

Preface:Definitions

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.

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.

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.

The Staff Collective also referred to as the Staff, administers the daily proceedings of Free Geek.

Paid interns are workers who paid by Free Geek for specific, temporary positions. They are not part of the staff collective.

In writing, in this document, refers to a hand-delivered, faxed or mailed paper document OR an email communication.

ARTICLE I. Purpose and Name

Section 1. Purpose.

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.

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.

Section 2. Name.

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".

ARTICLE II. Membership

Section 1. Membership.

Free Geek shall have no members. It shall be governed by the 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.

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.

Section 4. Election Procedure.

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.

"should be elected prior" or "shall be elected prior"? ~ wren 22:54, 14 Jul 2005 (PDT)

Section 5. Annual Meeting.

The Board shall hold meetings at least once each calendar year, or more often as necessary.

Section 6. Special Meetings.

Special meetings of the Board may be called by the chairperson and must be called by the convener 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 no more than sixty (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 Consensus .

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.

Section 9. 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 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.

Section 10. Vacancies.

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

Section 11. Compensation.

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.

Section 12. 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 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.

ARTICLE IV. Officers

Section 1. Officers.

The Officers of the Corporation shall be President, hereafter refered to as "Convener", a Secretary and a Treasurer. Each Officer shall be elected by the Board at its 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.

Note that the name change. Also, terms are now one year instead of two per our discussion.--Jkane 01:43, 30 Jun 2005 (PDT)

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. The Convener shall appoint members of the Board Committees in consultation with the Board.

Shouldn't the Chairperson be able to delegate convening meetings? Jeff 11:11, 30 Jun 2005 (PDT)

B. Secretary

The Secretary shall keep or cause to be kept 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.

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. --Jkane 21:06, 11 Jul 2005 (PDT)

C. Treasurer

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 the Corporation 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.

Right now it sounds like only the treasurer can do things like make deposits. I would suggest shifting the wording so the treasurer provides oversight of these functions, but that they can be delegated to others, of course with proper financial controls in place. --Jkane

Is that better? Jeff 11:14, 30 Jun 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.

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)--Jkane 02:13, 7 Jul 2005 (PDT)

Joe says we might want to allow compensation to officers, for instance a treasurer may put in a lot of time. RfS

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, 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 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.

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. --Jkane 01:52, 30 Jun 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 director to the office for the remainder of the unexpired term.

ARTICLE V Community Council (proposed)

Section 1. Function

The function of the 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. Council provides for the administration of Free Geek in between meetings of the Board. The Council also selects members of the Board.

Section 2. Membership

The Council consists of Free Geek volunteers and staff. Any active volunteer and/or staff member is allowed to participate in meetings of the Council.

Section 3. Blocking Privilege

The privilege to block consensus is granted to any member of the Council upon their third consecutive meeting. This privilege is lost if this "blocking member" has missed three (3) consecutive meetings.

note. we would like to propose to the next council meeting that the blocking privilege should be granted to the attendance of 3 meetings in 4 months.

I also thought it was after their third consecutive meeting. 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"? --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.--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. 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.) RfS

Section 4. Meetings

Meetings of the Council shall normally be held on a monthly basis. The Council meeting regarding the election of new Board members shall be held in October.

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.

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. RfS 14:15, 11 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.

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! --Ideath 18:04, 13 Jul 2005 (PDT)

ARTICLE VII. Committees of the Board

Should article VII read Committes and other structures withing FG? --Jkane 21:14, 11 Jul 2005 (PDT)

Section 1. Committees of the Board of Directors.

A majority of the Board of Directors in office may create one (1) or more committees of the Board of Directors. The Board of Directors may appoint Directors of the Board to serve on them or designate the method of selecting committee members. Each committee shall consist of at least one (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 of Directors and require Board consent of all actions unless specific authority has been delegated by the Board of Directors or the Bylaws to the Committee.

"A majority of the Board" sounds like majority rule voting -- change to "By consensus the Board..." or just strike A majority of and in office? RfS 14:20, 11 Jul 2005 (PDT)

Section 2. Other groups

Groups other than the Board, the committees thereof, and the Community Council may be formed on an as-needed basis by volunteers and staff of Free Geek.

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. 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? --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.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! --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.--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). 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. --Jkane 21:13, 11 Jul 2005 (PDT)

Sections on Ad Hoc Committees and Action by Committees were stricken. 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.

What about non-discrimination based on sexual orientation, and gender identification

I say put it in. RfS

ARTICLE IX Consensus (proposed)

Section 1. Model

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 the book "On Conflict and Consensus" (Food Not Bombs Publishing).

We should include a publication date, in case OCAC changes when we look the other way. RfS 14:26, 11 Jul 2005 (PDT)

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/ --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. RfS 10:34, 12 Jul 2005 (PDT)

Do we want to say, someting like "OCAC (C)1987 or as most newly revised".--Jkane 21:16, 11 Jul 2005 (PDT)

Or "OCAC (C)1987 or similar as authorized by the Board and Council"? RfS 10:34, 12 Jul 2005 (PDT)

Section 2. Closing Options in Formal Consensus

A participant in formal consensus has three (3) options when consensus is called for:

• Consent
• 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? RfS 14:27, 11 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? RfS 14:18, 6 Jul 2005 (PDT)

Does the above mean that someone who is not present at a meeting where consensus is sought cannot be presumed to assent? (assend? ascede? What's the right tense of this, eh?) What does this mean (if anything) about people who don't show up for meetings but want to have a say after the discussion has already been had? Should we say meetings need to be publicized, etc? RfS 14:32, 11 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.

Oso wants a seal and if he can develop one in a timely manner, maybe we'll include it.

Don't they take time to mature? Cause if we're caught using a baby seal ... 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. 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 Directors, duly entered in the minutes of the Board. No loans shall be made by Free Geek to any Director or Officer.

policies are being drafted in the area of accepting loans. what about decisions that need to be made quickly?

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.

Wording about only accepting gifts that are in keeping with our 501(c)(3) Status may be added.

ARTICLE XI. Amendments

These Bylaws may be amended by a consensus of the Board then in office at any regular or special meeting of the Board provided the notice given for such meeting indicates that such amendments will be considered with written notice given to the Council at least three (3) weeks in advance of any meeting of the Board of Directors where the amendment will be considered. The Board must consider any amendment which is proposed by consensus from the Community Council.

ARTICLE XII. Indemnification

Section 1. Directors and Officers.

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.

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.

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.

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 XIII. Indentification

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.

SIGN BY APROPRIATE OFFICERS