Meeting Notes 2008 05 27
We met at Noah's place.
Discussion was mainly about whether there should be legal Members (as defined by CA law) that can vote board members in and out.
Here's an email that I posted to the noisebridge-discuss list about the meeting:
Lots of really good points were discussed. In the last couple hours of the meeting we all discussed a bunch of points that Noah brought up that, I think, are important for us to be conscious about.
The Bylaws are a requirement for incorporating under state law. I think everyone would agree that it is a pain that they are required to incorporate. I'm proceeding assuming that we are heading for a non-profit, tax-exempt CA non-profit corporation. And we need bylaws to do this. Taking that as a given, it would be ideal if we could have a written document that clearly states our intentions for how we wish to govern ourselves, and that also meets the requirements for Bylaws as required by CA state law. Also, rather than codify all possible what-ifs into our bylaws, I think we all agree that we want as simple a set of bylaws as possible, finding an organizational structure that meets this balance: making it as likely as possible that the organization moves forward smoothly into the future, while not trying to solve too many possible awful problems that may arise in some dystopian future.
What I took from last night's meeting is a discussion of two main ways (and some in between ways) of structuring things that will work under CA law:
Option 1: Noisebridge has a board of directors that has all of the legal responsibility and liability for the corporation. The board is the only body in the corporation that makes decisions. The board is required by law to fulfill the will of the members ("small m" -- no CA legal requirements). The board will consist of 5 or more members that have staggered terms and term limits, so there are always new people with fresh perspective and always more experienced board members to keep continuity. If any board members do not fulfill their legally required role in fulfilling the will of the members of Noisebridge, then other members of the board will kick them off of the board. If that doesn't happen, and things go to hell, then members can sue the board (but if things get that far out of hand, we've failed).
Option 2: Noisebridge has a board of directors that has all of the legal responsibility and liability for the corporation. The board makes decisions based on Noisebridge Member decisions (these are "big M" Members). [We do not need to codify how the Member decision making process in the bylaws, but need to come up with that at some point if we have (big M) Members.] If board members see a conflict between Member decisions and the law (or personal conviction), they have two means of recourse: A -- refuse to implement a Membership decision; or B -- resign from the board. Members elect all board members, where board members must be (big M) members. Members also can get rid of board members who are not fulfilling the will of the Members of Noisebridge. Getting rid of a board member requires a large percentage of the Members (2/3 or 3/4 or 80%, or some such amount TBD). In this way, the board always consists of people that all Members are cool with. If that stops happening due to clique-in-fighting, then the board will devolve into inexperienced people with little to no support from past board members (but if things get that far our of hand, we've failed).
If people are always totally cool, then either of the above options would work fabulously, since everyone would always take everyone's feelings and points of view into consideration when doing everything they do, and any misunderstandings would be easily cleared up. On the other hand, since we are all human, misunderstandings are bound to arise, and we need to have a structure that allows for clearing up misunderstandings, and preventing abuse of power as much as possible (without trying to solve too many awful problems before they arise).
Option (1) may lead to abuse of power of some or all board members. Option (2) may lead to abuse of power of charismatic Members forming cliques. Neither is perfect in an imperfect world. Which one meets our requirements and sensibilities better?
Correct me if I'm misinterpreting you, Noah: Noah pointed out that one thing he is uncomfortable with in option (2) is that (by CA law) each board member takes on all legal liability for Noisebridge, but since each board member has only one vote in the Noisebridge decision making process (since all Noisebridge Members have only one vote), board members have very little say in the Member's decision that each board member must implement and are legally liable for. This means that Noisebridge Members must be relied upon to make decisions that are legal by federal and state and local law, otherwise the Noisebridge Members are putting members of the board in legal (criminal) jeopardy. (A hypothetical example: Noisebridge Members decide to put Al Qeda training manuals on the Noisebridge server -- since this is a free speech issue, a enough Members might want Noisebridge to do this, but the US government has none-the-less made this illegal -- and when Noisebridge is busted, since the US government does bust people, individuals on the board are legally responsible and liable.)
One of my main motivations for wanting to put a lot of energy into starting a hacker space is to create a community space for people to do way cool things! Another big motivator is the inspiration I got from Chaos events I've been to. With no permanent leaders, the Chaos people make incredibly wonderful things happen -- they know anarchy! And by anarchy, I mean people stepping up to temporary positions of leadership to temporarily organize people for projects and others learning and sharing their expertise and energy and enthusiasm to help out -- where the temporary leadership roles keep changing, and so do the people stepping up to them. Americans may not be as well suited for this sort of social structure as Berliners. I've been part of plenty of groups that aspire to these social structures, some more and some (way!) less successfully. I see Noisebridge as a social experiment to see if we can create this sort of magic in the Bay Area. There are lots of reasons why we can't succeed. But I think that we can create a space were magic happens, where community happens, where cool things continually happen, where people do awesome things and learn things they never even thought of before! It won't always be easy, but if we do things right, it will always be way rewarding.
I think we are very close to finishing a beginning set of bylaws that will allow us to create our magic. Let's pick a structure, finish off the bylaws so I can mail them in, get a bank account, rent a space, and do some amazing hacking!!