Meeting Notes 2010 02 23
Moderator: Jason Dusek
Note-Taker: Seth Schoen
 Introduction and Names
"Noisebridge is a hacker space where people can come together and share and learn and teach and grow and hang out with one another in community." - Mitch
 Treasurer's Report
Amount in bank: ~$18k
The treasurer received some money aggregated with the drinks money. He liked the money but he didn't like the aggregation because it made it harder to account for what was from the donation box and what was from the drinks.
The treasurer says that our monthly expenses are at least: 3600 for rent, 300-350 for PGE, 100 for trash pickup and 100 for DSL. Overall, facilities costs seem to be about 5000 per month.
"If you're not paying your membership, feel guilty!"
 Very brief primer on Noisebridge consensus process
Q. There was some back-and-forth about whether there would be space for a couch somewhere near the roof. Is there no place for this -- a cave reading area?
A. Let's move this to agenda items.
 Agenda Items
Q. The previous item. Can we have a cozy nook containing a couch?
A. Nothing stops you from putting up a label designating a nook as a cozy reading nook.
A. Our do-ocracy enables you to create the nook you seek. A do-ocracy is all about making your own nook.
Q. How identified should people who act through the do-ocracy be? Should people put their names on the things they do in the space?
A. Actually, let's move this to discussion items!
 Membership binder
A prospective member is reading the membership binder.
Some controversy arises over whether people who have any particularly standards for endorsing new members because several people seem to be willing to endorse people as new members just because they have met them once or because they recognize them. There is no immediate consensus on this, with several members saying that everyone's judgment should be trusted.
Ian Atha is a member. Mike Rotundo is a member.
 What's Going On at Noisebridge
The Hacker EEPROM is on Saturday at 8:00 p.m. You need a date. Formal attire is required. Your date can optionally be a robot.
We need a punch bowl and someone to arrive in style in a limo or tandem. We also need a DJ.
Tomorrow (Feb. 24) there will be a presentation from the founders of ShapeWays, a commercial 3D printing company that prints high-quality objects from 3D models. They will talk about the comparative benefits of different 3D printing technologies.
5MOF is having a meeting on Thursday, March 5, for people who want to be involved in the future of 5MOF.
 Project Updates
Rubin set up the touchpanels. The touchpanels do stuff! It's on pony. See Touch Panels
Zedd is doing some plumbing.
 2169 Mission
Do your dishes.
 Consensus items
Please list your name (or proxy) next to each item you list here. Good form is to personally (or through proxy) lead items added here at the meeting.
- Make Mitch Altman the new Executive Director of Noisebridge
- Not all of the possible candidates have been considered. We should have an opportunity to consider all of the candidates before choosing one. People want someone who's not too active but who is known to the community. E.g. Bill Paul. People outside of Noisebridge will have expectations for the ED.
Q. What expectations, and how will they be violated by Mitch?
- For example, maybe Mitch travels too much. Mitch said he would do it if nobody else wanted to. Maybe other people want to. How about Mikolaj?
- Are we going to figure out what the role of the ED is supposed to be?
- E.g. a newspaper reporter may expect something about the availability of the ED.
- But we could have a separate designated press contact.
Q. How do the board elections affect the ED role?
A. It appears to be separate.
Q. How is the role of the ED defined?
A. It appears that we've attempted to define it to match only what the State of California requires for a corporation like ours.
A. You have to have three officers. They can be called whatever you want. We currently have secretary, treasurer, and ED as the three officers. The only formal responsbility of the ED is to sign the annual report. It's not a position of great responsbility under the bylaws and it mainly exists to fulfill legal requirements and to implement the will of the membership.
Q. Why not just change the title to "Person That Signs the Annual Report"?
- There may be a disconnect between the way that Noisebridge works and the way that California corporate law expects it to work. So perhaps what we want is someone to implement just the legal requirements.
- We have a minimum requirement for the ED's role but we don't have any limits. The ED is supposed to attend every board meeting and conduct it, including setting the agenda. They're supposed to be "responsible" for the end-of-year report. (The treasurer isn't.)
- There is some disconnect between the bylaws and our own effective rules and practices, because of legal incorporation requirements. Those rules are not precisely the rules that we wanted to have in the sense that we don't actually want the ED to directly control or run the organization -- we want someone who does not actually use the power to run the organization.
- It may be normal for us to be re-evaluating these things at this point in the organization's history.
- The ED is defined as doing nothing, as is everyone else. We have the goal of having the bylaws have little effect in the governance of the organization because we make most decisions through consensus of the membership.
- The bylaws were chosen in order to facilitate the incorporation process.
Q. Can we amend the bylaws now that we are formally incorporated?
A. In theory we would like to, but it. But it could be difficult.
- We need to change our understanding of what the ED does or is. But we also need an ED and we are supposed to have one under the law. We currently don't have one (or maybe we do?). What will the consequences of not having one be?
Mitch: I'm fine being ED or not, as people prefer. If someone else wants to be ED, that's OK with me too. We do need an ED fairly soon for me to be comfortable under the rules.
Proposal: Wait a week for other candidate proposals, having a two week delay with the intention of consensus in two weeks.
Q. Is there a problem with Mitch himself? Can we address the issue of the role of the ED separately and accept Mitch in the meantime?
A. Yes, because Mitch is not here enough because he travels so much.
Q. Should we put Mikolaj up for next week?
A. Rather two weeks so that we can see who is interested in it. If you're interested in it, you should come next week and then we can have a one-week warning for the consensus.
- If you are OK with Mikolaj, you could make it easier by not nominating yourself.
- We propose to have discussion of this next week with the aim of choosing someone to come up for consensus the following week.
 Discussion Items
Revocation of article VIII Section 3 of the bylaws. The weighty report recommended there has never been performed, nor has the operational complexity of Noisebridge been substantial enough to warrant such a lengthy report. It is recommended instead that the treasurer present a year-end summary report of expenses and donations, including any possible specifics mentioned in the bylaws. (as these are probably legal reporting requirements of a corporation.) Christie
- They supposedly have to list donations over $50,000, etc., and some esoteric tasks. Maybe this can be simplified somehow.
- If we want to change them we should have a committee to do so, since we will need to submit them to the government.
- The treasurer is responsible for creating the financial report.
- A group could also produce a consensus interpretation of the bylaws rather than officially changing them.
There is debate over the role of the ED and the meaning of "furnish" in the bylaws.
- It seems like an awkward position to explain to the government about the existence of a discrepancy between our bylaws and our practice. So why not change them?
- We could also talk to other groups to find out what they've done.
- If we want our behavior to correspond to our bylaws we would have to change one or the other. Otherwise we will be in violation.
Jim is willing to help write the report to be in compliance with the existing reporting obligation.