[Noisebridge-board] Re: Making Decisions and then backing out
after concensus has been reached (was Re: Ick)
maltman23 at hotmail.com
Wed Oct 1 17:03:11 PDT 2008
I was also somewhat uncomfortable last night about handing out keys, but wa=
s caught up in the fast flow at the moment, and didn't speak up. I also co=
uldn't articulate what was making me uncomfortable, being very tired and pr=
e-occupied with the project which I should be working on right now. I also=
wasn't quite sure what all I was thinking and I didn't come prepared about=
this issue. =
I'm really sorry that you felt railroaded, Noah. If I had felt that you ha=
d misgivings I would have spoken up to ensure that you had a chance to spea=
k before moving on -- as I would for any discussion whenever I feel someone=
has something to say but can't find a space to say it. But I actually did=
n't feel misgivings from you. We will all become better at our consensus p=
rocess as we work and play together. We need practice.
But back to this issue of the keys:
I'm not a lawyer, but my understanding is that this is exactly what a corpo=
ration is for: to limit personal liability. The corporation becomes a leg=
al entity that takes on the liability, and not individual board members. B=
ut we are not incorporated now. The only way that liability becomes person=
al is when an individual pierces the corporate veil (which, to my understan=
ding, means breaking the law or by mismanagement).
Carol is bringing the papers to the secretary of state on Thursday. She ca=
n sign this document by herself. If they are not busy, the state will appr=
ove us on the spot, and if they are busy then it can take three or four bus=
iness days to become approved. Once approved, we assign board positions, a=
nd we fill in and send in (online) form IRS SS-4, which gets us a Tax ID nu=
mber on the spot. And then Noisebridge is a legal entity.
Once Noisebridge is a legal entity we can get insurance. Then we are all c=
I don't want to set a precedent of a board of directors keeping control. A=
t the moment, however (unfortunately), as Rachel pointed out, we are not a =
board of directors. We are a bunch of individuals who have signed a lease =
together. Very soon (within a few days at most), we will be a board of dir=
ectors. And shortly after that we will have insurance. At that point none=
of us are legally or financially liable.
After this, my roll as a board member, as I see it, will be to fulfill the =
will of the members, and to keep track of finances, and to be a great membe=
r of Noisebridge.
Next point: we do not have Members now. Members can join after Noisebridg=
e becomes a corporation. We need to have an agreed upon set of procedures =
for accepting and rejecting new members. And we need to have an agreed upo=
n procedure for getting rid of Members (with grievence process, etc.). How=
can we move forward before agreeing upon all of this? This is an open que=
stion for all of us. Let's have a discussion about this. It is very impor=
tant. Not having these procedures in place at my failed commune was a prim=
ary fatal flaw, and I would be very disappointed to see that same pattern r=
epeat at Noisebridge. Noisebridge is easier than the failed commune since =
we want to have as open a membership as possible. But we still need a set =
of procedures that everyone invovled in Noisebridge agrees upon.
I am very excited that things have been coming together so quickly. Some t=
hreshold has been crossed, and things are on a roll for Noisebridge. We wi=
ll be doing great things together, working on and playing with way cool stu=
ff! And making the world a cooler place as a result -- for all of us, as w=
ell as the community at large. Let's continue to move forward making consc=
ious choices, and, as much as we are able, making sure everyone feels reall=
y great about it as we go.
Date: Wed, 1 Oct 2008 14:36:43 -0700
From: noahbalmer at gmail.com
To: jacob at appelbaum.net
CC: board at lists.noisebridge.net
Subject: [Noisebridge-board] Re: Making Decisions and then backing out afte=
r concensus has been reached (was Re: Ick)
On Wed, Oct 1, 2008 at 1:20 PM, Jacob Appelbaum <jacob at appelbaum.net> wrote:
Noah Balmer wrote:
> I thought I had been heard by a number of people and I thought David was
> among them. Apparently I was mistaken.
If you're feeling really strongly, I really really think it's important
to ensure that the note taking person records your feeling on the issue.
I did not hear you say that you blocked outright. I explicitly heard
that we had reached consensus.
> However, if that was a consensus, I'm the king of france. A bunch of peo=
> shouting until someone shouts louder that it's time to move on is not
I agree. That's why we said something to the effect of (I said it a few
times, I was not the only one): "Do we have concensus? Does anyone
object? Can we move on? Please speak up and be heard if you feel you
haven't been heard." I remember wrap-ups like that on some of the other poi=
nts we discussed, but not when we were talking about giving out keys. That=
conversation was cut short and we changed topic. I let the topic change b=
ecause I thought we were punting, not because there was any agreement. =
I'm at work for the forseeable future right now, and I can't give this as m=
uch attention as I'd like to.
My position can be summed up as:
I don't want to be liable for other people's malfeasance. =
I'm not convinced that the paperwork will move forward as long as we operat=
e as if it doesn't need to happen.
I'm open to discussing how we handle keys, but my current position is that =
as soon as the lease is in noisebridge's name it's noisebridge's decision w=
ho gets keys. Until then it's up to whoever's on the lease, and yes, I'm bl=
ocking on finishing the paperwork. The easiest way to get what we all want=
is get incorporated (which you said earlier is a matter of hours), and mov=
e the lease over. Nothing would make me happier. =
I started doing this becasue I wanted to create a good, fun, workable, frie=
ndly environment for making cool stuff. I think you know that, in spite of=
what I'm hearing. I'm not "trying to control everyone", I'm just trying t=
o make sure we have some semblance of legal organization before we end up i=
n deep shit. If you feel better with me not doing that, fine, get the leas=
e in noisebridge's name so I don't have a legal dependency and then just as=
Mischaracterizing my position on the channel, whether you think I'll hear a=
bout it or not, is counterproductive. =
There is a big legal difference between incorported and not, but I have wor=
k to do and have to go now.
I really want this project to be successful. If I didn't, I wouldn't be he=
re. I'm being a hard-ass about incorporating and covering our legal bases =
because I think it's necessary to the long term health of the group.
> A number of people, including lawyers in the field of non-profit law, tell
> me that the liability situation changes with incorporation and insurance.
> What are your grounds for disagreement?
This is where it started to get complicated. My grounds for disagreement
come from your very non specific language. Previously you stated that
once Noisebridge is on the lease, we can give out keys, no?
That event happens as soon as we are a California Nonprofit and we call
the landlord to change the lease. The landlord will then present us with
a new lease, someone (or several someones) will have to sign that lease
as an agent of Noisebridge.
At this point, we're the board of directors and until people pay
membership dues, we're the _only_ legal people involved. We're the ones
legally liable. We'll be named on a lawsuit in addition to Noisebridge
This brings us to the subject of insurance. There are several kinds
we've researched. The general liability insurance for the space we're
required to carry is one type. We'll hopefully get that insurance Very
Soon Now. David appears to be on top of that with regard to finding
quotes, etc. The board of directors insurance is another type. David
previously researched this and it hasn't been acquired because we're not
a legal entity.
I think it's clear to me that just having Noisebridge on the lease
doesn't get rid of any liability. If we have full insurance and
Noisebridge is on the lease, it still doesn't get rid of _all_ of the
legal liability. The insurance simply covers us up to N dollars of that
risk. Hopefully N is greater than we'll ever need!
Currently you're attempting to block giving out keys entirely with no
recourse. I find this to be really unfair. We should be able to reach a
reasonable middle ground with trustworthy people.
Are you suggesting that we do not give out _any_ keys until we:
Are a legal 501c3?
... And have both types of insurance?
Can we find a middle ground for some of the members who we fully trust
and who are entirely a part of this? Please?
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