[dcw] Thoughts on proposed bylaws etc.

[James R Holliday]

Tim,

> I finished studying the bylaws proposed on 09/14/13, and I didn't come up with
> any other requests for clarification.

Great!  The Board just adopted them as per the proceedure agreed upon at
the Monthly Meeting.  (By the way, the bylaws--bylaws.md--were last
changed on the 13th.  Formatting files in the 'html' folder were
modified on the 14th).

You brought up some interesting points and ideas.  I'd like to comment
on a few of them:

-----

> I did not study the external documents that would also govern our
> group
> ...
> And I suppose that those documents are subject to governmental
> change, and that those changes would affect us.

As a California Corporation, we are governed under California
Corporation Law.  (And Federal Law, but it's less involved).  There
are certain provisions that we must follow and certain provisions that
have defaults.

This is a "fun" place to start, if you so desire:
  http://www.leginfo.ca.gov/.html/corp_table_of_contents.html

Without hiring a legal presence, I don't think there's any realistic
way for us--as individuals--to fully understand the entire breadth of
the legal structure and it's dependencies.  We can highlight and fully
specify items in our bylaws, but I think there's going to need to be
at least some sort of trust in whomever is serving on the Board of
Directors.

> I noticed that the final section Amendment of Bylaws[] gives only
> the directors the ability to adopt, amend, or repeal bylaws. Nobody
> else gets those powers.

The Board of Directors is tasked with overseeing the legal
responsibilities of the corporation.  We can (and have tried to)
impose various restrictions on the Board, but they're the ones who are
legally responsible for the corporation.

> So if the board changes bylaws in a way that other people don't
> like, or if it refuses to change the bylaws in a way requested by
> other people, the only recourse for the other people would be to try
> to elect different directors at the next election.

That's true: the final defense we have against the Board is the
ability to remove it.  I think we've made it clear that the Board must
enact decisions voted on by the Voting Power.  This prohibits going
against the people's wishes.  And if the Board enacts something
controversial, we can call for a vote to change/rectify it.

> Similarly, only the directors or chairman can call a special
> meeting.
>
> I don't see anything about confidentiality of special meetings. But
> they are not public meetings; they are meetings of the board.

Special Meetings were intended for when the Board needed to move
quickly or privately.  I think they're a necessary provision.

I do think, though, that it would be a good idea to
 1. Require that we have monthly meetings (instead of just allow them)
 2. Allow anyone to suggest agenda items (by the 15th, say)
 3. Allow the Voting Power to request/demand agenda items

This would allow everyone the ability to put issues up for a vote in a
timely manner.

> Interestingly, I don't believe that the bylaws require that officers
> be directors.

Correct: not required.  In for-profit corporations, it's often the
case that the CEO and President are not on the Board of Directors.  We
see this a lot when the Board decides to fire the CEO, for example.

> There is no requirement that the board must use a public meeting to
> make their decisions. That takes care of the need for
> confidentiality in special meetings of the board. They don't even
> need to actually hold a meeting, provided that they all agree in
> writing. And they don't specifically need to keep records of any
> special meetings; they only need to keep records of board
> proceedings (which could be just decisions made at special meetings,
> not the details), and of public meetings.

Special Meetings are intended for cases where the Board needs to act
sooner than a General/Public meeting, needs to meet in private, or can
meet to perform previously approved actions.  For example, I'll get
the Board together later to adopt the Bylaws--an action the group
voted to allow at the last meeting providing certain requirements were
met.

Any actions taken will be publicly recorded (though perhaps this could
be better spelled out in the bylaws) and following my suggestion
above, anyone could request/demand a discussion or vote at the next
monthly meeting.  I think this holds the Board accountable and helps
prevent a power grab.

> Note, also, that these bylaws are fairly general rules for how the
> group will be run (elections, meetings, etc.); they are not policies
> for specific things that the group will do (deciding who gets keys,
> what equipment to buy, what kinds of candy bars to put in the
> dispenser, etc.).

Absolutely!  The bylaws are needed to define the structure of the
corporation.  Day-to-day operations and decisions will be "policy
choices" and will be listed in a separate (and less legally binding)
document.  In fact,

https://github.com/DavisMakerspace/doc-handbook/blob/master/handbook.md

Is probably where we'll be brainstorming those!

> So in this system, the board of directors runs things. It's not like
> California state law where the public can force an issue onto a
> public ballot.

Corporation Law dictates a Board of Directors runs things.  I think
the modification proposed above, however, *would* allow the public to
force an issue onto a public ballot.  I don't see a reason not to
amend that in!

> Of course, in our group anybody can request that some issue be added
> to the agenda of a public meeting (which, currently, only needs to
> happen at least once a year).

Yup.  By why make us make a whole year ;^)

> This set of bylaws seems to me to be designed this way because in
> order to be a non-profit, we must allow just about anybody to vote
> for directors and officers (there is explicitly no such thing as
> "membership") and so, in order to reduce chaos, the directors get to
> make most decisions. Including changing the bylaws.

Mostly correct.  There does need to be a point of legal responsibility
and accountability, and that is necessarily the Board of Directors.
All legal decisions--and the bylaws are a legal part of a
corporation--need to come from the Board.  We've tried to structure
things were the *public* gets a say in most decisions (all but
"Special Meeting" decisions).  And we've tried to make it as easy as
possible for the public to remove directors.

> I can live with this system for our group because I could leave if I
> didn't like, and couldn't change, something that the directors
> did.

Everything can be changed by a vote of the public.  Let's say Bylaws
can not be voted on in special meetings, unless approved in a public
meeting.  This way there's no way for Board to change the rules on the
sly.

> But I wouldn't want to use this particular system for public
> government.

I wish our government was as accountable to the public as we're trying
to make our Board of Directors!

Typing this all out, it's obvious to me that you (Tim) are incredibly
interested in the fairness and accountability of our decision making
procedures.  So--and I don't mean for this to sound at all
disrespectful or glib--why not put your money where your mouth is?
Become a board member and help keep us honest.  Also, the executive
washroom is pretty sweet!

-James

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