Talk:New Bylaws Project

I just want to go on the record one more time to say a few things:

I still feel that completely changing the bylaws is a mistake. We should be amending them to suit our needs.

If the idea is to help other Free Geek's be more like us, I feel that we are doing them a great dis-service, that will cause them problems getting their 501(c)(3) status.

I felt that Joe (the lawyer) has urged caution on this direction and his advice is being ignored for the most part. That is not good either.

In my opinion, it would be better to leave the bylaws alone (or make at the most, some minor changes). We then create a document that is essentially a bill of rights, a list of amendments that makes the structural changes we want without involving the IRS. This can be consented to by us (as we already have concensus) and would be voted in as the second action of new Free Geek Bds. after electing themselves. In that document, you spell out all the stuff we want codified, but should just keep out of the "official" bylaws. I have NEVER heard an informed opinion that encourages trying to make these types of structural changes to non-profit bylaws. I have only heard the opinion I keep reiterating: Keep it simple boilerplate language to get the tax exempt status, amend as needed to make it fit the culture (which, BTW, is perfectly legal).

My fear is that in trying to make things perfect (as opposed to functional) we will open up a pandora's box of intrusion and inquiry by the IRS that will undo our status as a 501(c)(3).

Oso

My response to this:

Our mandate as proposed in the council meeting) was:

• have the council select the board of directors. this allows community input and authority without having to change our articles of incorporation to become a membership-based organization. this will still leave the board with complete authority over the organization.

• (this will require that the bylaws be reworked. council membership will need to be clearly stated in those bylaws. this will require board approval of the redrafted bylaws.)

• the purpose of this board is to have legal and fiduciary responsibility for the organization.

That was the general direction stated after a discussion in which no one objected to us proceding in this direction.

In order to accomplish this task we need at least to:

• define the council
• provide for council selection of the board

Now, we cannot create a standing resolution that contradicts whatever bylaws are in effect. We can fill in the details, but not contradict. If we want to contradict, we need to ammend the bylaws. Since the current bylaws do neither of the above, we must ammend the bylaws. (And of course, the outcome of that council meeting was to form the bylaws task force to do just that.)

The main purpose of rewriting our bylaws is not to have good example bylaws for other Free Geeks. It would be good if that were a byproduct of this process. But our main concern should be what this organization needs.

The obviously evolving strategy of the bylaws group is to introduce only changes that won't raise red flags to IRS types, and to supplement that with standing resolutions that are separate from the bylaws ("the bill of rights option"). This is based on Joe's advise as I understand it. So I don't see where we are ignoring his advise.

Down to the details. The potential "red flag" issues I see are:

1. Fiduciary and legal responsibility for the organization
2. Decision making process and terminology (putting formal consensus into the bylaws)
3. Staff participation in the board

We could screw up on any one of those points so we need to be careful. But it seems clear that everyone understands the oversight nature of the board (see the excerpt from the council minutes above), which helps us with point 1.

The obvious strategy for point 2 is to find the right wording so that the bylaws don't disallow formal consensus, but don't really mention it either. In many cases we can avoid the issue by not specifying the decision making process at all, but I don't think it can be entirely left out without raising a red flag.

Point 3 is what we've talked least about and needs the most thought put into it. A typical nonprofit has an executive director that may be on the board (or may not be). At Free Geek the executive director function is replaced by the staff collective. How do we word this? I dunno, but two approaches I've heard people talk about:

• Define the staff in the bylaws themselves, define the staff in such a way that allows it to function as a traditional executive director, and include (implicately or explicately) some ability to be a part of the board. This probably would entail a "shall recuse themselves from" clause or two, so that we don't potentially have staff members acting on the board in their own interests.
• Leave the staff out of the bylaws, but ensure that we allow the board to contract to a staff collective. I don't understand how this option would affect the possibility for a staff person to me a member of the board.

I guess that those two thoughts are just here as a starting point.

One more thing about "boilerplate" language. There is not just set of "boilerplate". There are many, and we have options to choose from. The point is to (a) find where we want to change language, and (b) which language works best for us. We are fortunately not always stuck with a choice the current wording or "dangerous" language.

RfS 09:18, 21 Jul 2005 (PDT)