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.)

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

• 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
• For the first half subheads end in periods. After that they don't. We shoudl consistent-ize this'n.

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

ARTICLE I. Purpose and Name

(NOTE: Definitions section removed.) RfS

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

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.

In light of removing mention of the Staff Collective in these bylaws, should we change this to just say "staff" or remove mention of the staff altogether? ~ wren 00:45, 3 Aug 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 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.

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, and decisions made at such meetings shall be the act of the Board unless a greater quorum is required by the Act, the Articles of Incorporation or these Bylaws.

Not sure what we want to do here, but I'm striking the sentence that mentions consensus. Is this were we want to define the decision making process in such a way as it sounds like majority rule, but allows for us to use consensus? RfS 17:00, 29 Jul 2005 (PDT)

"...shall constitute a quorum at any meeting, and decisions made at such meetings shall be the act of the Board unless..." Ideath

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 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 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.

Again, not certain how to extract the word consensus properly. RfS 17:03, 29 Jul 2005 (PDT)

We could revert to the old wording ("Such consent shall have the same effect and force as a unanimous vote of said Directors."), or perhaps say "unanimous decision" to leave out techniques. --Ideath 17:14, 30 Jul 2005 (PDT)

Or like this: "Such consent shall have the same effect and force as a unanimous vote (regular?) decision of said Directors." No reference to the mechanics at all. RfS 08:05, 2 Aug 2005 (PDT)

ARTICLE IV. Officers

Section 1. Officers.

The Officers of the Board shall be President (hereafter refered to as "Chairperson"), Secretary, and 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.

Can we change it back to "convener"? I like it so much better. And others have bylaws that use it! (Can i also jump off the cliff?) --Ideath 17:14, 30 Jul 2005 (PDT)

Im fine with:

• chair
• chairperson
• convener
• president
• lemming

Takeyerpick RfS 08:07, 2 Aug 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.

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

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.

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 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.

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

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'). RfS 13:34, 15 Jul 2005 (PDT)

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.--Jkane 09:12, 18 Jul 2005 (PDT)

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, by the Directors 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 to office 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)

Just substituting "Officer" for "Director" here doesn't make much sense to me, since it's the directors as a whole and not just the officers who appoint the officers. I'm replacing the term where i think it makes sense. --Ideath 17:14, 30 Jul 2005 (PDT)

Hmmmm... "written" is not defined, but "in writing" is. We could say "delivering notice in writing" or we could define "written and in writing" in the definitions section.

Also, I don't fully understand contract rights, but what's the diffetence between "election or appointment of a Director to office" and "election or appointment of an Officer or agent" (the original wording)?

RfS 08:16, 2 Aug 2005 (PDT)

Section 6. Vacancies.

Vacancies in any office caused by any reason shall be filled by the Board at any meeting by selecting a suitable and qualified director to the office for the remainder of 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 of Directors report to the full Board and require Board consent of all actions unless specific authority has been delegated by the Board or the Bylaws to the Committee.

Section 2. Other groups.

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

I am striking the staff collective, because it's not being defined in this version of the bylaws. I am also striking the council because it doesn't seem needed in the overall context of this article? RfS 16:40, 29 Jul 2005 (PDT)

ARTICLE VI Community Council (proposed)

Section 1. Function

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.

keepin' it simple: the article that says the BOD is called the Board just says ("the Board") --Ideath 17:14, 30 Jul 2005 (PDT)

Section 2. Membership

The Council consists of Free Geek volunteers and staff. Any active volunteer, as defined by the Board/Council, and/or staff member shall be allowed to participate in meetings of the Council.

Do we want to say anything about the criteria for being a volunteer here, or leave that to a Council decision (or Board resolution)? RfS 13:41, 15 Jul 2005 (PDT)

Slight proposed wording change for the purposes of making things more consistant.--Jkane 09:19, 18 Jul 2005 (PDT)

Is that little snippet necessary for Richard's question?--Charno 21:28, 19 Jul 2005 (PDT)

I don't know. "Volunteer" is pretty well defined, I imagine. If we were a membership based organization, we'd want to say something like "volunteered 4 hours in 3 months" (maybe even leave the numbers to be set by the Board). My gut tells me it's too much detail though. Just thought I'd bring it up. RfS 08:10, 20 Jul 2005 (PDT)

Also "as defined by the Board/Council" is a bit fuzzy. Does this mean "either the board or council" or both? RfS 08:18, 2 Aug 2005 (PDT)

At one point we'd talked about eliminating any reference to the staff here. Rather find a way to refer to anyone who has volunteered time, which doesn't exclude the staff (as long as they are volunteering some time) and looks less like the staff members (who have a material interest) would hand pick their friends as board members.

How about "The Council consists of persons who volunteer at Free Geek. All persons who volunteer on a regular basis shall be allowed to participate in meetings of the Council." (We could also mandate that the Council define the criteria if we wanted.) RfS 09:04, 2 Aug 2005 (PDT)

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.

We have to strike this section, because we're not defining consensus in this version of the bylaws. RfS 16:57, 29 Jul 2005 (PDT)

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 3. 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. The Council shall elect members to the Board of Directors in time for the Annual Meeting of the Board.

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. RfS 08:59, 19 Jul 2005 (PDT)

But the october date would go in Article III, section 5, pertaining to Board meetings. --Ideath 17:14, 30 Jul 2005 (PDT)

I agree that's where it would go, but it isn't there right now. Do we need to add it? That is, do we need to specify the month of the annual meeting in the bylaws? RfS 08:22, 2 Aug 2005 (PDT)

ARTICLE VII. 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.

ARTICLE VIII. 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. 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.

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.

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.

How does this relate to donations? What makes it a gift rather than a donation? Does the Board have to approve/accept everything? Someone tell me what i'm not seeing here. Should we have the Board delegate acceptance of donations smaller than than some limit? --Ideath 17:14, 30 Jul 2005 (PDT)

Hmmm... How about "..may provide for the accepting..." or better yet: "The Board shall and must staff the receiving room at all times, being careful to follow staff approved procedures and enter gizmos into the database with their appropriate type and description in a timely manner." or is that too specific? RfS 08:26, 2 Aug 2005 (PDT)

ARTICLE IX. Amendments

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

ARTICLE X. 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. In addition, "in writing" as used in this document refers to a hand-delivered, faxed or mailed paper document OR an email communication.

How did we miss this prime piece of real estate to put our definition in? (By the way, i checked, and the term was not included in those definitions.) --Ideath 17:14, 30 Jul 2005 (PDT)

Or: In addition, "in writing" and "written" as used in this document refer to a hand-delivered, faxed or mailed paper document or an email communication. (See note at IV 5, but both "written" and "in writing" are used interchangeably throughout. RfS 08:30, 2 Aug 2005 (PDT)

ARTICLE XI. Indentification

I hereby certify that I am the Secretary of the first Directors' meeting Board of Directors of Free Geek, Inc. and that the foregoing Bylaws in [number (#)] typewritten pages numbered consecutively from [#] to [#] were and are the Bylaws adopted by the Directors of the Corporation effective INSERT DATE HERE.

Um, "first"? --Ideath 17:14, 30 Jul 2005 (PDT)

And are the pages really typewritten or just printed? RfS

SIGN BY APROPRIATE OFFICERS