Difference between revisions of "Talk:Free Geek Bylaws"

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It would be helpful to have a discussion of the Board of Directors, and how they fit in with FreeGeek's current governing model.  
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You can use the "+" link above to add notes to this page.
  
Because a majority of decisions are made by Council via a consensus model, the idea that a Board of Directors should come in and make overriding decisions is not going to be well-received, and contrary to the spirit of volunteer involvement.
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== Older Revisions (passed Jan 2006) ==
  
However, FreeGeek's 501(c)(3) status requires that we have a board of directors. And that carries with it certain implications, not the least that the BOD is responsible for seeing that decisions are responsible and in the best interest of the corporation. Which also implies that the BOD would have the right/responsibility to last word on any decisions made by Council.
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Article III, Section 4 says that the council selects the board. This makes Section 10 kind of useless since, as written, it says that the board can only remove directors ''elected or appointed by the board''. Oops! We probably should ammend this as shown here, no?
  
Hence the issue. Council is a decision making body. So is the Board of Directors. We need to have a discussion regarding the roles played by each.
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: Section 10. Removal or Resignation of Directors.
  
"''What does FreeGeek want from a Board of Directors?''"
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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 <strike>elected or appointed by the Board</strike> 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.
  
== External Fundraiser resources ==
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I also wonder if that last sentence, ''The election or appointment of a Director shall not of itself create contract rights.'', belongs in this section, rather than in the section where we describe how directors are elected or appointed, but no big deal on that. [[User:Rfs|RfS]] 12:59, 14 Dec 2005 (PST)
[[User:Revphil|Revphil]] - "I dont think anyone has a problem with the board raising funds, but what im concerned about is board costing FREE GEEK time. With only 2 active board members (right?) to have a board means we have to rebuild the board. Last time we tried to bring in new "connected" board members we got fed up with the process and decided it was easier to spend our efforts fundraising ourselves. Maybe this is because we live in a town with lots of powerful nonprofits. Im not damming the process, but last time was really frustrating, and I would hate to see recources wasted."
 
  
MNR - tell more about your frustration...
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:''This amendment was passed at tonight's board meeting.'' [[User:Rfs|RfS]] 19:24, 11 Jan 2006 (PST)
  
== Another perspective on decisions? External Industry experience and connections? (Intel, Adobe, OSDL?) ==
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== Current revision changes here (Spring 2011) ==
[[User:Revphil|Revphil]] - "I see the council as a fairly effective body making great decisions. I suppose it is possible that a board member who ideas were radically different from that of the council could cause some stagnation, but a council member behaving that way could be nearly as problematic. Then again, they have made some really good decisions in the past. Allowing us to grow when we could, and contain us when we weren't ready. Perhaps instead of having the Council make suggestions to the BOD, it could go the other way around?"
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Proposed bylaws/changes- Stephen Forbush, May 2011. NOTE:  This is NOT a final draft; some of the numbers will need to be changed, and the election procedures have not yet been fully discussed, and I'm sure there are numerous other changes that need to be made. These rewrites in no way reflect the opinions of current board members (or really anyone else for that matter)!  I am simply drafting up sample language that could be used if/when we decided to formally rewrite the bylaws. Feel free to comment, but please let people know if you have changed any language in the sample bylaws.
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-Steve
  
MNR - Council is a pretty effective method of making decisions that encompasses volunteers. But it is also a pretty homogeneous group inasmuch as their exposure to industry. How strong are FreeGeek connections to the high-tech community in Portland and beyond? For example, do we have a way of gaining a perspective on how best to work with Intel and leverage their resources?
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'''Article III Section 2''':  The board shall consist of no less than 7 members, and no more than X members. The number of members will be decided by the board. At least 25% of board positions will be filled by volunteer representatives, with a minimum of 2 representatives elected.
  
== Fiscal review ==
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'''Article III Section 4''':  Board members will be selected in one of two ways.  Prospective members who represent interests or skill that are important to Free Geek may be appointed by the existing board as it sees fit.  Board members designated as "Volunteer Representatives" will be elected once annually, at a convention held for this purpose.  Volunteers may cast ballots for the representative of their choice.  The board is in charge of ensuring a fair and democratic election, though it may delegate responsibility to another body if needed.  All candidates seeking to become volunteer representatives must have completed 30 hours of volunteer work within the past year in order to be considered.  The board is responsible for creating all other policies in regard to the election of its members.
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*Note:  I left this section intentionally vague.  Even once the election process has been decided, it would be unwise to codify all of it in the bylaws.  It is likely that our first election will reveal areas of the process that need improvement, and having overly specific bylaws will make it difficult to perfect the process!
  
== Something Else? ==
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'''Article III Section 11''':  In the event of a vacancy, the board will appoint an interim director for the remainder of the term. (changed from having council appoint a replacement)
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'''Article V Section 3'''-This bylaw simply needs to be erased once the council has expired.
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'''Article VIII''': 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.(changed from requiring notice to be given to the council, as well as allowing council to provide bylaw proposals)
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The bylaws I have modified are the ones in most obvious need of revision.  Most of the other bylaws deal with board policies that are not specifically addressed by the governance changes being proposed.  These are probably best left for revision after new board members have been elected.
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=== Notes on current revisions ===
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Thanks Steve, Describing the exact sources of the text makes it easier for anyone to take the next step with it. It is problematic to be overly humble. This line of yours is/was causing difficulty: "These rewrites in no way reflect the opinions of current board members (or really anyone else for that matter)!" --[[User:Kathey|kathey]] 21:04, 18 May 2011 (UTC)
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Kathy,
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I was instructed by Laurel 1.0 and Anne (board members) to draft up some language that could at some point be discussed/voted on by the board, and place it on the wiki so that it may be accessed by everyone.  I was tasked with identifying bylaws that were out of date, and rewriting them so as to reflect any governance changes that have been made.  These rewrites do not reflect what I have "heard", rather they reflect the official changes that were voted on and adopted by the board and council at their last meetings.  The basis for these changes can be found in the minutes of those meetings.  These bylaws need to be changed, regardless of what language ends up being used. 
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As I said in my introduction, these changes are simply sample language that may or may not be used.  I sent out the link to this page on the council so that others may see what changes are being proposed.  The whole point of me drafting these changes was so that they could be sent out to groups, added to agendas, and discussed, voted on, etc.
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I apologize if any of this was unclear; I thought my introduction was fairly straight forward.
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-Steve F. 5/18/2011
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PROCEDURAL POINT:  (I raised process concerns about Steve F's proposed language above. He clarified above, and I deleted my original note here.)
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--[[User:Kathey|kathey]] 17:29, 18 May 2011 (UTC)
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=== Please add more notes here as needed ===
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Did we decide that volunteer members only served one year? I assumed we'd stick to 2 year terms for everyone (with the assumption that elections could happen yearly and staggered terms).
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I would recommend against setting the floor number of board members at seven. We can still try to keep the number that high, but if we have a problem getting enough people to serve we should not be in violation our bylaws (or if someone quits, etc.)
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[[User:Rfs|RfS]] 02:29, 19 May 2011 (UTC)
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I removed the one-year volunteer representative term language after discussing it on the council mailing list: http://lists.freegeek.org/pipermail/council/2011-May/003118.html
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[[User:Owenja|Owenja]] 04:04, 20 May 2011 (UTC)

Latest revision as of 21:04, 19 May 2011

You can use the "+" link above to add notes to this page.

Older Revisions (passed Jan 2006)

Article III, Section 4 says that the council selects the board. This makes Section 10 kind of useless since, as written, it says that the board can only remove directors elected or appointed by the board. Oops! We probably should ammend this as shown here, no?

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.

I also wonder if that last sentence, The election or appointment of a Director shall not of itself create contract rights., belongs in this section, rather than in the section where we describe how directors are elected or appointed, but no big deal on that. RfS 12:59, 14 Dec 2005 (PST)

This amendment was passed at tonight's board meeting. RfS 19:24, 11 Jan 2006 (PST)

Current revision changes here (Spring 2011)

Proposed bylaws/changes- Stephen Forbush, May 2011. NOTE: This is NOT a final draft; some of the numbers will need to be changed, and the election procedures have not yet been fully discussed, and I'm sure there are numerous other changes that need to be made. These rewrites in no way reflect the opinions of current board members (or really anyone else for that matter)! I am simply drafting up sample language that could be used if/when we decided to formally rewrite the bylaws. Feel free to comment, but please let people know if you have changed any language in the sample bylaws. -Steve

Article III Section 2: The board shall consist of no less than 7 members, and no more than X members. The number of members will be decided by the board. At least 25% of board positions will be filled by volunteer representatives, with a minimum of 2 representatives elected.

Article III Section 4: Board members will be selected in one of two ways. Prospective members who represent interests or skill that are important to Free Geek may be appointed by the existing board as it sees fit. Board members designated as "Volunteer Representatives" will be elected once annually, at a convention held for this purpose. Volunteers may cast ballots for the representative of their choice. The board is in charge of ensuring a fair and democratic election, though it may delegate responsibility to another body if needed. All candidates seeking to become volunteer representatives must have completed 30 hours of volunteer work within the past year in order to be considered. The board is responsible for creating all other policies in regard to the election of its members.

  • Note: I left this section intentionally vague. Even once the election process has been decided, it would be unwise to codify all of it in the bylaws. It is likely that our first election will reveal areas of the process that need improvement, and having overly specific bylaws will make it difficult to perfect the process!

Article III Section 11: In the event of a vacancy, the board will appoint an interim director for the remainder of the term. (changed from having council appoint a replacement)

Article V Section 3-This bylaw simply needs to be erased once the council has expired.

Article VIII: 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.(changed from requiring notice to be given to the council, as well as allowing council to provide bylaw proposals)

The bylaws I have modified are the ones in most obvious need of revision. Most of the other bylaws deal with board policies that are not specifically addressed by the governance changes being proposed. These are probably best left for revision after new board members have been elected.


Notes on current revisions

Thanks Steve, Describing the exact sources of the text makes it easier for anyone to take the next step with it. It is problematic to be overly humble. This line of yours is/was causing difficulty: "These rewrites in no way reflect the opinions of current board members (or really anyone else for that matter)!" --kathey 21:04, 18 May 2011 (UTC)

Kathy, I was instructed by Laurel 1.0 and Anne (board members) to draft up some language that could at some point be discussed/voted on by the board, and place it on the wiki so that it may be accessed by everyone. I was tasked with identifying bylaws that were out of date, and rewriting them so as to reflect any governance changes that have been made. These rewrites do not reflect what I have "heard", rather they reflect the official changes that were voted on and adopted by the board and council at their last meetings. The basis for these changes can be found in the minutes of those meetings. These bylaws need to be changed, regardless of what language ends up being used.

As I said in my introduction, these changes are simply sample language that may or may not be used. I sent out the link to this page on the council so that others may see what changes are being proposed. The whole point of me drafting these changes was so that they could be sent out to groups, added to agendas, and discussed, voted on, etc.

I apologize if any of this was unclear; I thought my introduction was fairly straight forward. -Steve F. 5/18/2011


PROCEDURAL POINT: (I raised process concerns about Steve F's proposed language above. He clarified above, and I deleted my original note here.) --kathey 17:29, 18 May 2011 (UTC)

Please add more notes here as needed

Did we decide that volunteer members only served one year? I assumed we'd stick to 2 year terms for everyone (with the assumption that elections could happen yearly and staggered terms).

I would recommend against setting the floor number of board members at seven. We can still try to keep the number that high, but if we have a problem getting enough people to serve we should not be in violation our bylaws (or if someone quits, etc.)

RfS 02:29, 19 May 2011 (UTC)

I removed the one-year volunteer representative term language after discussing it on the council mailing list: http://lists.freegeek.org/pipermail/council/2011-May/003118.html Owenja 04:04, 20 May 2011 (UTC)