[Noisebridge-board] Election for Noah's successor

Mitch Altman maltman23 at hotmail.com
Wed Nov 5 10:13:51 PST 2008


Thanks, David, for your thoughtful remarks on this.
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Regardless of our approach to electing a new board member, we'll need nomin=
ations.
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Last night after the meeting Mark Cohen told me he would like to be conside=
red as a new board member for Noisebridge.  I don't know Mark well, but fro=
m interacting with him over the last couple of months, I have seen him enth=
usiasticly and energetically get into projects at Noisebridge, and he has e=
xpressed his interest in adding that enthusiasm and energy to Noisebridge a=
s a board member.  I think he'd be a fine choice.
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Do others have people they'd like to nominate?
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Mitch.
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-----------------> Date: Wed, 5 Nov 2008 00:59:02 -0800> From: dmolnar at eecs=
.berkeley.edu> To: board at lists.noisebridge.net> Subject: [Noisebridge-board=
] Election for Noah's successor> > Hey,> > Noah has resigned his board posi=
tion; I have not yet picked up the> written resignation from him, but I exp=
ect to do so soon. We need to> organize an election for his successor, as s=
tated in our bylaws and the> california corporations code.> > The corporati=
on members will vote for Noah's successor by ballot for the> vote. Currentl=
y those members are the board members alone. At the same> time, we just wra=
pped up consensus on a membership process, and we have> 30+ dues paying "me=
mbers in spirit." Our intention, as I understand it,> is to make all of the=
m members of the corporation, should they wish it.> > With that in mind, th=
is seems like one way forward:> > 1) The remaining 4 board members meet, in=
duct the current willing> dues-paying members as members of the corporation=
.> 2) We organize an election among the resulting members of the> corporati=
on, with notice and proxy provisions as set forth in our bylaws.> > The mai=
n drawback with this approach is that it will take time - we need> an offic=
ial board meeting, followed by an official member meeting.> That's why in a=
 previous message I asked Mitch to please ask Carol if> doing this will del=
ay our 501c3 application. If it does not, then I> suggest we go this route.=
 This is the process we will have, we might as> well start getting used to =
it now.> > Otherwise, if it does delay the 501c3 application, the key quest=
ion here> is what happens if our 501c3 application is delayed. I know of at=
 least> three concerns: 1) insurance, 2) paypal, and 3) donation status.> >=
 1) From the insurance side, the only thing is that one out of our two> gen=
eral liability underwriters will not quote until seeing an> acknowledgment =
letter from the IRS. We can go forward with the quotes we> have. We will ha=
ve to notify our agent and underwriters for> directors&officers, I will tak=
e care of that and let you know as soon as> I hear back about that.> > 2) M=
itch mentioned that our PayPal account will be canceled at some> point with=
out an IRS acknowledgment letter.> > 3) For donations and tax exempt status=
, we have 27 months from> incorporation to file for 501c3. That's not the p=
roblem. What may be a> problem is that the longer before filing, the longer=
 we wait before we> have something to show prospective donors who want to k=
now about our status.> > Does anyone else know of other issues?> > If we de=
cide the wait is a problem, there is an alternative: the current> board mem=
bers, currently the only members of the corporation, pick a> successor and =
elect that person. My thought is that this would be with> an advisory discu=
ssion and vote or consensus of our current "members in> spirit." I would pr=
efer to avoid this if we can, but it is not a strong> preference.> > We do =
not have to decide a course of action tonight. I wanted, however,> to lay o=
ut what I think are the issues and alternatives so we can start> thinking a=
bout them.> > -David Molnar> =

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