[dcw] Re: Rewriting our Bylaws

Braden Pellett goo... at dabrado.net
Sun Sep 8 15:38:03 PDT 2013


Hey James, et al,

Thanks for all your work on this!

A few things I'm wondering:

* Were we going to change quorum from "authorized number of directors" to "number of directors currently in office", since otherwise quorum could be impossible due to resignation, term expiration, etc, of directors?

* To whom do the "Manner of Giving Notice" for electronic communication refer to?  Some of the requirements placed on the electronic communication seem very strict and perhaps hard to enforce for communication to the general public, if that is the people to whom it is referring.

And some more nit-picky language/definitional things:

* The second sentences of "Quorum" and "Voting Block" each repeat what is defined in "Consensus".  Is that on purpose?

* Could the "Voting" -> "Eligibility to Vote" instead reference the "Definitions" -> "Eligible Voter" section, vs repeating its language?

* Similarly, there seems to be some duplication of language between "Voting" -> "Approval by Consensus Vote" and "Definitions" -> "Consensus".  I sort of like the language of definining consensus-1 used in the former; could that language be adopted by the "Consensus" definition, and then have the "Approval by Consensus Vote" reference that definition?

Thanks,
  Braden


On Sun, Sep 08, 2013 at 12:49:05AM -0700, James Holliday wrote:
> Okay, gang.  We've made some changes to our proposed bylaws.  Check them
> out at
> 
>   https://github.com/DavisMakerspace/bylaws/blob/master/bylaws.txt
> 
> Here's the idea behind the intended method of corporation operations:
> 
> 1) We have a board of directors.  The board's only real jobs are to
> ensure that meetings are held and to ensure that there are at least
> NUMBER-OF-BOARD-MEMBERS people voting.
> 
> 2) All decisions are presented to the VOTING BLOCK for a vote.  The
> voting block is defined as any director, officer, of public person that
> has attended 2 of the last 3 public meetings.  Anyone can participate in
> the voting process (as long as they've shown they're invested in the
> corporation).
> 
> 3) To pass, a vote needs to be confirmed by all but one member of the
> voting block that choose to participate in the vote.
> 
> And that's pretty much it!  All votes are everyone (no special
> board-only powers), and all votes are consensus based.
> 
> There are other little details, and I've hidden a special easter egg
> granting *me* unlimited power.  See if you can find it.
> 
> We'll be discussing this Monday, so be sure to show up!  This is very
> likely the last (and final) hurdle to our approval for 501(c)(3) tax
> exemption.
> 
> James



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