DRAFT 9 - Proposed Bylaws for a New Corporation

In order to create a new company it is necessary to provide bylaws which state how that company will be governed. Draft 8 of the bylaws received one suggested change when it was presented to the community. However, there were a few problems that have been identified since Draft 8 was published in a Meta. One was the waiving of anonymity by anyone who wished to serve on the board. As the idea behind all seats on the board was that they should be elected by the community from volunteers in the community, and would periodically be replaced by subsequent volunteers and election, over time many of our community would have had their anonymity compromised. This was unpopular and made it difficult to envisage the long-term support of the community for such roles.

The board has, as a minimum, three members. The President, a Secretary and an Accountant. These posts must waive anonymity as their identities have to be declared at incorporation and periodically thereafter. There is no escaping this requirement. However, the Governance Committee was also formed from community members and they have not had to waive their right to anonymity. The solution to the problem is relatively straight forward. The board will be established to fill the 3 necessary posts by volunteers, and will be responsible for fulfilling the legal requirements that such posts require. The operational control will be vested in a new group (or committee if you insist) which will comprise of a board member, the Team Leaders and the 5 Community Representatives, and others with specialist knowledge where necessary, thus removing the need for these people to be identified. They can use their regular usernames. The Management Group will provide operational guidance to the board. The community will be represented by their chosen representatives who will be looking after their interests and they will have direct access to the board during all discussions and communications. The Management Group will not hold regular meetings as issues that need resolving occur frequently and irregularly. They will use email and IRC as we have always done, thus removing the burden of meetings that, no matter when they were scheduled, proved to inconvenient to many members to say the least and have taken lot of man hours that could have been more usefully spent.

To see us over the transition we need to have a set of bylaws (Draft 9) approved by the community. We have volunteers who will create a temporary board and community representatives, while we sort out policy and prepare for the election process so that the community can be involved in the election of all posts. This will be a temporary arrangement and the bylaws below - which are very heavily based upon Draft 8 which was provided by k0lie/replic8tor - can and will be changed over the next few months to reflect whatever is deemed to be the best arrangement for the long term.

Please remember that the bylaws are only concerned with the board and site governance. Policy matters, management of the site on a daily basis, etc are not part of the bylaws and you will all have your chance to give your views once the transition has taken place. I welcome your comments but I will repeat - these bylaws are temporary and can be changed over the coming months as people see fit. I am more concerned at the moment with getting something that will work and allow us to move forward rather than reflecting each and every nuance of our future operation.

Time is of the essence. Please make your comments promptly because as soon as we know that we have something that will work we would like to move on to incorporation.

I gratefully acknowledge and thank k0lie/replic8tor for Draft 8. To ease the problem of assessing the bylaws I can identify the following sections as having been edited to reflect what is possible rather than what might have been ideal under other circumstances.

• Sections 1.01 and 1.02: There may be benefits from incorporating in the State of Oregon. We are still looking into this.
• Sections 5.01, 5.12, and 5.14.
• Section 7.02, 7.06, 7.07 (deleted in toto)

Read more of this story at SoylentNews.