Difference between revisions of "Archive talk:Bylaws"

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-- [[User:Peabo|Peter]]
-- [[User:Peabo|Peter]]
== Indemnification ==
We should consider indemnifying the officers / staff / volunteers. Elizabeth cribbed this language:
No Personal Liability. The members, directors, and officers of the corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the corporation may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the corporation.
--[[User:Gavinbaker|Gavin Baker]] 14:06, 1 September 2007 (JST)

Revision as of 05:06, 1 September 2007

These comments will be incorporated into a release candidate of the bylaws at a meeting on the evening of 29 July 2007 in IRC. Be there! --Gavin 09:51, 18 July 2007 (JST)

what do we need to decide?

  • Do we have members or not?
  • where do members come from? How are they defined? what are their privileges and responsibilities
  • do we have chapters? how are they defined? what are their privileges and responsibilities?
  • what is the board? how does it work? where does it come from?
  • how are the bylaws amended?

Comments By Seth Johnson

Use the language in the Constitution: "exclusive rights." The term "intellectual property" does not occur in the US Copyright Statutes, save in a couple footnotes citing the titles of some recent Bills. Before 1980, nobody in academia used the term "intellectual property" without scare quotes around it, because the metaphorical defects of the term were self-evident.

Comments By Seth Johnson

I like the title "Field Commander" rather than "Executive Director"

If you want to be agile and mobilize mass movement, set actions in motion and recruit people into them.

Every action has reasons/positions and plans/methods. Free Culture National should have a core group that is always three people, and they make core decisions on why and how. The three are coordinate to each other. If they don't decide, nothing; but they three can decide swiftly and respond to whatever gets thrown at you. So what are the other two titles?

If you want to create a Board and what-all, make that some sort of community advisors organization, maybe a research/policy studies organization.

The first pieces every local chapter needs to have are regular informational/educational programs, weekly production sessions, semidaily or weekly phone bank outreach and weekly community/street outreach, directed toward a political action. So they don't just need a space for production, a phone bank and access to a public venue space, they need to have a political action planned and three actions underway, recruiting people into those actions: production sessions for the political action, phone banks, and street outreach.

Every Chapter should have someone in charge of operations and someone in charge of policy. They could have their own core set of three people, on the same principle, and thereby gun motion locally.

People can inspire motion locally by setting up reasons and plans and executing. If the core group agrees with the why and the how, it's a national Free Culture initiative. Methods/plans/techniques come from people who show results. Reasons/positions/theory feed off experience but are decided by the coordinators.

Don't get caught up in saying either you're inside the organization and its protocols, or alternatively, it's wide open with open protocols. You want open membership and planning. Put action in motion and bring people in. It's not a choice between closed membership and protocols, versus open membership and protocols.


Comments from Tim Hwang

By Nelson's request, I'm providing some observations on the by-laws that I brought up briefly at the Free Culture administrative meeting that I think might be potentially problematic or could be better fleshed out before we potentially take this to a vote.

First, it seems that there's some ambiguities worth addressing --

  • Article 4, Section 1.2 -- How will the board of directors choose the chair? Majority vote? Consensus?
  • Article 4, Section 1.2 -- Since the position of exec director is so new for National Free Culture, it seems like it'd be good to provision how an executive director would be removed in the same way it's detailed for chapters.
  • Article 4, Section 2 -- The phrase "day-to-day" seems broadly and somewhat vaguely defined. If FC really will be funding the salary of an executive director or otherwise, it seems useful to provide a (non-comprehensive but nonetheless substantial) job description. -- Press inquiries, for example.
  • Can we provide that the board of directors meetings will be transparent (and how they will be?)
  • Can we provide that the executive director will not be a member of the board of directors? (it's small, but worth stating explicitly)

Then, there's a set of concerns I had that discuss what's already in the bylaws

  • Article 3, Section 2 -- So long as a commitment exists to having board meetings more regularly or having ad hoc connection through an irc channel -- it seems good to have the board of directors decide on approving chapters.
  • Article 3, Section 5 -- Similarly, removal seems like something that should be done by the board of directors. Particularly after our discussion pointing out that the removal for inactivity happens anyways through the registration clause.
  • Article 4, Section 2 -- There seems like there might be a conflict whereby the board of directors is given the powers to appoint their own directors and teams, and the executive director is as well. It might create bigger difficulties when these executive positions could be paid. In that case, I think the power to create new committees and executive positions should be given to the board, with the appointing power struck from this section on the executive director.
  • Article 4, Section 2 -- This was discussed during the meeting, but "Executive Director" might give the wrong connotation about the position's role. This debate is to a certain degree semantical, but I think is worth considering.

--Tim 10:53, 30 May 2007 (JST)

Comments from Elizabeth Stark

  • UPDATE: I strongly support a 7 person or more board. I think there are plenty of qualified candidates, and that seats will certainly not go uncontested. Having a 5 person board is just too limiting and we need greater representation from as many chapters as possible, and it is important to bring newer faces to the board.
  • I believe it is important to make clear that the Executive Director (or whatever we're going to call it) cannot be a member of the board.
  • As Discussed at the Harvard meeting, it appears that ED is probably not the best name for the job ((Inter)national Coordinator?)
  • What happens when we do not have sufficient funding and thus do not have an ED? There should be a provision in there for that. We must have a backup plan.
  • I don't agree with the one vote per chapter scenario. What about a chapter that consists of one person versus thirty people? What if those thirty people cannot agree on votes? Also, what about standalone members of the org that are still active nonetheless? We need to come up with a better solution for this, and some eligibility criteria for voting.
  • When voting, we should use a preferential system like one of those that Mako developed [1].
  • Suggestion of allowing others to nominate people for board elections, such as adding in "Current or former members of the organization may nominate someone to run for the board, in which case, the nominee must accept. A candidate may also nominate him or herself to run." in Section 1.1.
  • If we don't specify how many members the board will comprise in the bylaws, we need to specify a method for determining this number.
  • Why no appeals for chapter removal by the board? I think we need to give the opportunity for at least one appeal.
  • Why will all assets be given to the EFF if the organization dissolves? Just wondering why it's only the EFF..
  • We might want to include some recognition of the international nature of the organization -- especially we are getting an increasing amount of interest in starting chapters abroad.
  • Do we want to consider the issue of an advisory board that meets, say, once a year?

--Elizabeth18:46, 16 July 2007 (JST)

Comments By Brian Rowe

  • 1 vote per chapter is acceptable to me. I would also be amenable to a number of votes modified by the number of members in a chapter. For example 1-10 members = 1 vote
    11 to 30 members = 2 votes
    31 or more members = 3 votes. I do not see a reason to give any single chapter more then 3 votes.
  • Executive director needs a little more definition, ED should have control over press releases, coordinating volunteers and organizing the national calender.


Board of directors voting method

Politics geek moment: Assume for the moment that the body of voters for the board of directors is composed of chapter representatives. How will the vote take place? Do they get one vote, or as many votes as there are open seats? Or instant runoff voting? Or, god help me, Condorcet voting?? That's a little silly, but in all seriousness I think the voting system should be spelled out in the bylaws. -- Karen 07:55, 18 July 2007 (JST)

Ratification procedure

As discussed in the 2007-07-17 meeting of the board of directors, the bylaws lacks an important piece of information in the ratification procedure. In other words, there's no way of knowing when the bylaws have been ratified.

The consensus was: the bylaws need to specify how the bylaws are ratified; and furthermore, that the best way to do this is to by 3/4 affirmative vote of the chapters registered and voting.

I think the best way to add this to the bylaws is to make a new article. The most logical place for this new article is before the current Article V, pushing back the later articles; thus, the current Article V becomes VI, and the current VI becomes VII.

Here's my proposed text for the (new) Article V.

Article V: Ratification

Chapters shall have no less than seven (7) days to vote on ratification of the bylaws.

Each chapter shall submit a vote to approve or to disapprove the ratification of the bylaws, as per the procedures of that chapter, by the chapter's president.

The votes shall be recorded by an independent, trusted third party, which shall not reveal the votes until the voting period closes. Upon the closing of the voting period, the vote of each chapter shall be publicly disclosed.

These bylaws shall be considered as ratified upon approval by three-fourths of the chapters registered and voting.

To see these changes in the bylaws, see User:Gavinbaker/Bylaws1. To see a diff from the original bylaws draft, see [2].

For simplicity's sake, please add comments about this proposed change to this page, not the Talk page on User:Gavinbaker/Bylaws1. --Gavin 12:34, 22 July 2007 (JST)

"Main web site"

From Article I:

The main web site of the organization shall be http://freeculture.org/

  • Shouldn't that sentence have a period at the end?
  • Shouldn't "web" be capitalized? (see World Wide Web)
  • Is it really the main Web site we're concerned with, or the main domain name? TWINTI: the Web is not the Internet.

--Gavin 13:02, 22 July 2007 (JST)

Chapter membership

Article III, Section 1:

Membership in the Organization shall be limited to chapters duly recognized by the processes contained in these By-laws and adopted by the Board of Directors.

My question is about the ... and adopted by the Board of Directors part. What does that mean?

At the least, it's unclear, and I recommend clarifying it in RC2.

I think what it's supposed to mean is, "... and whatever other procedures the Board comes up with." If that's the case I'd recommend ... and as enumerated by the Board of Directors -- or "engrossed," or something like that. I'm looking for a word that means "as-added-to". --Gavin 13:19, 22 July 2007 (JST)

Becoming a chapter: acceptance of bylaws

Article III, Section 2. Becoming a Chapter:

Each prospective chapter must designate an individual to be the offical liaison with the Organization. The chapter must then register with the national organization through a method established by the Board of Directors. This process includes submitting a form containing complete contact information for the official liaison, information regarding the chapter's current membership and status and an endorsement of the national organization's mission. An officer designated by the Executive Director will then interview the chapter contact and present their recommendations to the Executive Director for approval.

Should the requirements for membership include accepting FreeCulture.org's bylaws, or indicating "I understand that FreeCulture.org is bound by its Bylaws, in their most recent revision, I agree to comply with them..."? --Gavin 13:27, 22 July 2007 (JST)

Chapter dues

Article III, Section 3. Chapter Dues:

The Board of Directors shall have the authority to adopt membership dues by a majority vote. At the time of the adoption of these by-laws, there are no dues required for membership in the Organization.

I think the chapters should decide if there will be dues; which is to say, we should write the bylaws to say "there are no dues," and if the chapters want to change that, they can go through the process to amend the bylaws. (That amendment would presumably state who would set the dues, be it the board, vote of the chapters, or what have you.)

Whether there should be dues charged to the chapters is fundamentally a decisions for chapters to make. Let's let them make it directly, rather than through the Board.

So I propose to strike the first sentence of this section, and reword the second sentence. The new Article III, Section 3 would read as follows:

There shall be no payment or dues required for membership in the Organization.

To see these changes in the bylaws, see User:Gavinbaker/Bylaws2. To see a diff from the original bylaws draft, see [3].

For simplicity's sake, please add comments about this proposed change to this page, not the Talk page on User:Gavinbaker/Bylaws2. --Gavin 13:36, 22 July 2007 (JST)

Terminology: "national organization" vs. "Organization"

Article I says that the bylaws will refer to FreeCulture.org as "the Organization". However, this rule isn't applied consistently throughout the bylaws; several times, "the national organization" is used. This is inconsistent as well as potentially problematic, as it implies FreeCulture.org is a national organization as opposed to an international organization or an organization without regard for national borders.

The term "national organization" is used in: Article III, Section 2 (twice); and Article III, Section 4.

I propose we replace these references to "the national organization" with "the Organization". --Gavin 13:42, 22 July 2007 (JST)

Terminology: "bylaws" vs. "by-laws"

"Bylaws" is used in Article V. "By-laws" is used in Article III, Section 3. We should pick one or the other, and be consistent. I propose "bylaws" without the hyphen. --Gavin 13:44, 22 July 2007 (JST)

Name: "Students for Free Culture" vs. "FreeCulture.org"

I would love to change the name to "Students for Free Culture" (as per Article I), rather than "FreeCulture.org", as I have supported for some time.

Domain names aren't great for organization names; it makes us look like a Web site, rather than an organization. Even MoveOn.org, a model for our name at the time it was chosen, now is frequently referred to as simply "MoveOn". If we want to look like an "IRL" organization, rather than just a Web site, we should change the name.

There is decent public awareness, at least in our community, of the current name. However, I don't anticipate a name change being very damaging. Our domain name would stay the same; at worst, someone who knew the old name but not the new one would still find our Web site.

If we're changing the name, I like making "students" explicit because it's frequently unclear that FreeCulture.org is a student-based organization.

The new name is not a domain, it's clearer, and it's succinct. I support it. --Gavin 13:49, 22 July 2007 (JST)

Terminology: "Facilitator" vs. "Executive Director"

I don't like the title "executive director" for our staff person (though I do strongly support the idea of having a staff person).

Although "executive director" is a common title for the head of non-profit organizations, most of those organizations are staff-driven organizations. What role do EFF's members really have in deciding what EFF does? Does CC even have members? etc.

We're not a staff-driven organization, and I don't want us to be. We are, and should be, a chapter-based organization.

I don't want to have a staff person that "directs" the chapters -- that sounds like bossing them around. I want to have a staff person that helps the chapters: that takes care of administrivia and basic tasks needed to keep the organization going (the sort of tasks that volunteers don't like to do), coordinates volunteers, answers chapters' questions and helps them communicate & collaborate, etc. I want a staff person to be a facilitator.

So I propose that we replace all references in the bylaws to "Executive Director" with "Facilitator".

We may also need to re-jigger the job description in Article IV, Section 2 accordingly. --Gavin 13:57, 22 July 2007 (JST)

I'd be interested in considering some less unusual titles as well, such as "Secretary"... I've never heard of an organizational position called before "Facilitator", and while we are unique there can be negatives to being too unique. A "Secretary" also implies someone who takes care of administriva and who is in a service role rather than a command role. That said, titles are one of the stupider things we could be fighting about, so if people are generally happy with "Facilitator" then I'm fine with that. --Nelson 03:45, 25 July 2007 (JST)
I personally support (International) "Coordinator." --Emstark 05:40, 30 July 2007 (JST)

International Coordinator sounds much better then Facilitator. I am amenable a national staff person that "directs" national, forges community partnerships and gets it organized while supporting chapters. --Brian August 3rd

Organization structure: Revitalizing the Core Team

Problem with the system in the current bylaws

There's a major problem with the organization structure as laid out in the current bylaws, as I see it.

  • There is a staff person (an "Executive Director", or as I prefer, a "Facilitator") to handle the day-to-day stuff, coordinate volunteers, and help chapters.
  • There are volunteers, which (in communication with their team, at volunteers meetings or on the volunteers list, and/or with the Facilitator) handle the day-to-day decisions on the stuff they run.
  • There is a Board of Directors to handle high-level decisions for the organization, as boards do. (Most boards of directors meet only 1 or 2 times a year; you can't be very agile or respond quickly at that rate. Even if our board is more hands-on, it shouldn't be meeting more frequently than once a month; the board needs to be free to focus on higher-level decisions, not micromanaging the organization. The current model of the board, the "working board" -- for which I claim my responsibility -- has failed pretty hard, both at getting things done and being transparent/open to the chapters and members.)
  • There are chapters, which don't per se participate in directing the organization, aside from directing the Board of Directors, ratifying and amending the Bylaws.

If your Facilitator and volunteers are handling really minor decisions (like what stationary to buy), and the Board of Directors is handling very high-level decisions (like what the mission of the organization should be), and the chapters aren't directly involved... then who makes the meat-and-potatoes decisions in the middle? ("Soy-and-potatoes" for the vegetarians) By "medium-level decisions," I mean things like deciding: should we sign this statement? Should we join this organization? Should we start this new project?

The best answer I could come up with was "consensus". That's "consensus" in scare quotes because it's not really consensus: there's not a clearly-defined community that approves of something before it goes forward. Instead, it would "consensus" in the way the current organization runs on "consensus": you send an email to the chapters list, or the board of directors, or mention it in the IRC channel or at a meeting, and see how people respond. If a lot of people object, you probably don't go forward with it; if a lot of people like it, you move forward; if nobody says anything, maybe you assume it's OK, or maybe you assume it's not OK. That kind of "consensus" is really frustrating, because it's very unclear when a decision has been made; moreover, it's unclear how a decision is made, which discourages people from trying to use the process at all. I really think that, with our lack of structures for making decisions, we're preventing work from getting done, simply because people don't know how they'd do it and decide their time is better spent elsewhere.

That's not a satisfying answer, for me. So I got to thinking about the changes we're already proposing in these bylaws.

History of the problem

I realized that the way we used to do it, everything, both decisions and work, was done by the Core Team. The Core Team was a work-ocracy; if you did work, you were eligible to join the team and make decisions. Beyond that, there was no clear definition of membership. Decisions were made by "consensus," with no clear process of making decisions nor any hierarchy; work was done by volunteers, sometimes organized into teams (which may have had "leaders"), and something happened when someone was willing to spend their time on it. That means that a lot of decisions didn't get made, and it was frequently very unclear if a decision had been made; a lot of work didn't get done, and it frequently wasn't clear if work had been done or in progress.

The more recent system saw the Core Team fade into obscurity. Instead, the Board of Directors, with its clearly-defined membership, made decisions; however, the process of making decisions was the same "consensus". As for work, the board members did stuff sometimes, and some people helped with the Web stuff. Other than that, things pretty much didn't get done.

The bylaws as proposed continues to disaggregate decision-making from work-doing, by formalizing the role of the Board of Directors, and establishing a staff person (the "Executive Director", or "Facilitator" as I prefer). Recently, we've launched a mailing list for volunteers, and begun holding meetings for people interested in volunteering. I hope this trend will continue, and we'll continue to improve our tools and social structures to manage volunteers and encourage volunteerism. It strikes me that the volunteer list and meetings are, in essence, one half of the old Core Team. But in the proposed new structure, the other half -- the decision-making -- is nowhere to be found.

A solution

If we want to encourage broad-based input and participation from our members, and yet be agile enough to make decisions quickly, we need a level of decision-making between the Board and the Facilitator/volunteers -- we need a new Core Team. As with the Board and the Facilitator, we should separate the functions of decision-making and work-doing: the volunteers list and meetings will do work, and the Core Team will make the decisions. (Think like a Community Council, or similar.) To further improve on the problems that crippled the old Core Team, we should formalize both the membership and the decision-making process. That is, the Core Team should have a defined membership, and should make decisions by vote.

For the Core Team to be flexible enough to make decisions, it should meet about weekly. To have a defined membership, and yet be open to broad participation, we should set the barrier to membership as any member of a chapter, plus reasonable attendance requirements. For instance, you have to attend two consecutive meetings to join; if you miss two consecutive meetings, your membership is suspended. (To join again, simply attend two consecutive meetings again.) With these reasonable attendance requirements, we keep the membership limited to reasonably-active members, which is important to keep the team members limited to people reasonably aware of what's going on. Of course, any member of a chapter would be welcome to attend meetings or join the mailing list, and to speak at meetings or post on the mailing list, but only members of the Core Team would be eligible to vote. Decisions are made by majority vote of team members present and voting; then a decision is clearly made, and everyone can go on with their lives (and with implementing the decision thus made).

(For the record, I'm not attached to the name "Core Team," and if you have a better idea for a name, I'm happy to hear it.)


Here's a summary of the old way, the current way, the bylaws proposal, and my amended bylaws proposal.

Old Way

  • Core Team
    • Membership
      • Work-ocracy
      • Not clearly defined
    • Made decisions
      • "Consensus" -- not clear how decisions are made
      • Siloed from chapters, relatively high barrier to entry
    • Did work
      • All volunteers -- sometimes stuff didn't get done
      • Organized into teams -- sometimes siloed, didn't communicate well, high barrier to entry

Current Way

  • Board of Directors
    • Membership
      • Elected (though the elections have never been contested, and it's not clear how an election would be held, or what the qualifications for membership are)
    • Makes decisions
      • "Consensus" -- not clear how decisions are made
      • Siloed from chapters, very high barrier to entry
    • Does work
      • All volunteers -- sometimes stuff doesn't get done
      • Siloed from rest of organization, very high barrier to entry
  • Web Team
    • Membership
      • Whoever shoes up
    • Makes decisions about online stuff
      • "Consensus" -- not clear how decisions are made
      • Siloed from chapters, medium barrier to entry
      • Something like "What Asheesh says is law"
    • Does work ("working board")
      • All volunteers -- sometimes stuff doesn't get done
      • Somewhat siloed from rest of organization, medium barrier to entry

"Five people who do stuff sometimes, and some people who do the Web stuff"

Bylaws Way

  • Board of Directors
    • Membership
      • Elected by chapters
      • Eligibility: "current members of chapters, alumni of chapters, or people who have previously served the Organization in other capacities for at least a year"
    • Makes high-level decisions
      • Chair; two-thirds quorum; decisions by majority vote
      • Accountable by election to chapters; hopefully will be more accessible and open
    • Does not work
      • Work is left to Executive Director and volunteers
      • (Of course, board members may separately be volunteers, but work is not part of the board's responsibilities per se)
  • Executive Director
    • Membership
      • Selected by Board of Directors
    • Makes low-level decisions
      • Accountable by appointment to board; hopefully will be accessible
    • Does day-to-day work, coordinates volunteers, helps chapters
      • Salaried; allows individual to devote full time to organization; should ensure that stuff gets done
      • Accountable by appointment to board; hopefully will be accessible
  • Volunteers
    • Membership
      • Whoever shows up
    • Makes low-level decisions
      • In communication with team, at volunteers meetings or on the volunteers list, and/or with the Facilitator
    • Does work
      • All volunteers -- can only give some time, will only work on interesting stuff; hopefully more effective with Executive Director, recruitment, new tools & social structures
      • Hopefully accessible, lower barrier to entry

Revised Bylaws Way

  • Board of Directors
    • Membership
      • Elected by chapters
      • Eligibility: "current members of chapters, alumni of chapters, or people who have previously served the Organization in other capacities for at least a year"
    • Makes high-level decisions
      • Chair; two-thirds quorum; decisions by majority vote
      • Accountable by election to chapters; hopefully will be more accessible and open
    • Does not work
      • Work is left to Executive Director and volunteers
      • (Of course, board members may separately be volunteers, but work is not part of the board's responsibilities per se)
  • Executive Director ("Facilitator")
    • Membership
      • Selected by Board of Directors
    • Makes low-level decisions
      • Accountable by appointment to board; hopefully will be accessible
    • Does day-to-day work, coordinates volunteers, helps chapters
      • Salaried; allows individual to devote full time to organization; should ensure that stuff gets done
      • Accountable by appointment to board; hopefully will be accessible
  • Volunteers
    • Membership
      • Whoever shows up
    • Makes low-level decisions
      • In communication with team, at volunteers meetings or on the volunteers list, and/or with the Facilitator
    • Does work
      • All volunteers -- can only give some time, will only work on interesting stuff; hopefully more effective with Executive Director, recruitment, new tools & social structures
      • Hopefully accessible, lower barrier to entry
  • Core Team
    • Membership
      • Any chapter member that meets the attendance requirements
        • Attend 2 consecutive meetings to join
        • Miss 2 consecutive meetings, suspended from team. (Attend 2 consecutive meetings to join)
    • Makes medium-level decisions
      • Decisions by majority vote (of present and voting)
      • (How should meetings be chaired? What should quorum be?)
      • Accessible and open (any chapter member can attend; easy to join)
    • Does not work
      • Work is left to Executive Director ("Facilitator") and volunteers
      • (Of course, Core Team members may separately be volunteers, but work is not part of the team's responsibilities per se)

Patch to the bylaws

Here's the patch I would apply to the bylaws:

(I'll post this later.)

To see these changes in the bylaws, see User:Gavinbaker/Bylaws3 (note: the patch isn't there yet). To see a diff from the original bylaws draft, see (diff).

For simplicity's sake, please add comments about this proposed change to this page, not the Talk page on User:Gavinbaker/Bylaws3.

This is important

After talking this over with Nelson, he pretty much agrees with me on this (not to put words in his mouth or anything, heh). But I want to hear everyone's thoughts on this. I think this is the most important change needed for the bylaws to be workable.--Gavin 15:12, 22 July 2007 (JST)



A few people have suggested to me that the Core Team should have a chair for it to be effective. I completely agree, and I suppose we should include provisions for this in the bylaws. I guess that the Core Team should elect their own chair, and they can also elect a vice-chair or something to run things in case the chair is absent. Since people can join the Core Team at any time, there's no natural schedule for electing chairs, so why don't we just say chairs are elected every semester or something (e.g. once in the fall, once in the spring, once in the summer). Any member of the Team is eligible to be the chair, and only Team members are eligible to be chair. As with chairs generally, the chair only votes in the event of a tie (to break the tie); the chair prepares the agenda and presides over the meeting, but s/he is supposed to be impartial in doing so. We could also have procedures for removing the chair (e.g. in event of the good ol' "misfeasance, malfeasance, or nonfeasance"), e.g. a 2/3 vote of the members. That should about do it -- that shouldn't be too much, and it should make the Core more effective than if there's no chair and stuff is supposed to "just happen" at random with nobody responsible. (As we've seen, that model hasn't worked too well.) --Gavin 15:16, 30 July 2007 (JST)

On Consensus

I think the Core Team will be most effective if it makes decisions by majority vote of members present and voting. However, it would be possible to trade some efficiency for an increase in minority rights; namely, by increasing the decision threshold to a supermajority. This could be two-thirds or another fraction/percentage, or it could be consensus, or unanimity. (Unanimity = everyone affirmatively agrees; consensus = members may abstain and allow the decision to proceed if they don't wish to vote yes nor to obstruct the decision) I prefer a majority vote, but I acknowledge that there are other options. I find any of them preferable to not having a Core Team, or to not defining how the Core Team makes decisions. --Gavin 15:16, 30 July 2007 (JST)

Comments By Fred Benenson

  • We should stipulate that all media released by FreeCulture.org (Websites, Documents, Software, Photos, Videos, Music, etc.) should be released under one of the following licenses:
    • CC-BY-SA
    • CC-BY
    • FDL
    • For software, the GPL or LGPL for software
    • Public Domain Dedication
  • We need provisions where the board is not only allowed to amend the bylaws, but modify them and rescind them if necessary. Probably a 4/5 vote.
  • I agree with the point about EFF - Why them? Why not split between EFF / PK / CC? At the least leave it up to the board to decide before dissolution.
  • We need something about how the various accounts are administered.
    • E-mail: info@freeculture.org should fwd to the Board or we should all share the account information.
    • Web: While the website should be probably only be administered by one or two people, the board should have access to change details on the site when necessary. This information should be private and changed frequently.
  • Agreed, we should be calling the ED position an "Executive Facilitator" or just "Facilitator" but not ED. Should not be a member of board.
    • Why exactly shouldn't the "Facilitator" be a member of the board? For example, Gigi Sohn is on the board of PK, even though she's also a member of the staff, and it hasn't produced serious conflicts of interest as far as I know. I'm not saying that I necessarily oppose such a provision, but I'd like to know why it is necessary to prevent the Facilitator from being on the board. I think it might even be beneficial to allow the Facilitator to have a say in the operations of the org, so long as the Facilitator meets the requirements for running for the Board and is democratically elected. Couldn't we just ban a Facilitator from voting on stuff that involves them directly, e.g. their own salary? --Nelson 03:51, 25 July 2007 (JST)
  • The board should meet infrequently, probably less than what is stipulated here. How often have we met in the last year? Let's be realistic about people's schedules here.
  • Are board members really going to run against each other for re-election? That could get ugly. Not really sure if this is a specific point regarding editing the current draft of the Bylaws, but am I obligated to campaign for my seat on the board against the rest of you? How do we envision the campaigns really running and playing out?
    • Of course we need to run against each other, that's democracy... providing people with a choice. Elections are meaningless if you don't get a choice between candidates, and that choice has to matter. That said, we can enlarge the board to accommodate more people (up to 9 board members), which should take some pressure off of the existing board members.--Nelson 07:45, 23 July 2007 (JST)
    • OK not misunderstanding democracy, I'm just wondering how we're envisioning these campaigns. We didn't exactly run against each other last time. Anyway, it might be nice to have a IRC "debate" where nominees/incumbents are asked questions:
      • "How do you think you'll help the board?"
      • "How have you been involved with FreeCulture.org?"
      • etc. - Mecredis 00:39, 24 July 2007 (JST)

Ok, that's it for now. Mecredis 02:17, 23 July 2007 (JST)

  • One more thing: We need to figure out the voting process properly. What happens if we get 9 nominees (still unlikely, I'm not sure who these people would be) and they all get the same amount of votes? No votes? We need to hash this out.Mecredis 00:39, 24 July 2007 (JST)

Becoming a Chapter: Guidelines, verification, etc.

This was mentioned at the "planning meeting" held during this year's Free Culture conference, and I would really like to bring it up again because I think it is a good idea. Can we put in some kind of system whereby a potential chapter has to pass certain benchmarks before becoming officially recognized and given voting rights? The fact that we have about 20 chapters who are inactive or nonexistent makes us look really unprofessional as an organization. I would suggest that each chapter be required to hold regular meetings (where regular is at least once a month) and either have more than 10 members or have held two successful, documented events before becoming a full member of the organization. What do you think? CrimsonNinjaGirl 02:27, 25 July 2007 (JST)

Misc. Comments by Ben

This is mainly a supportive comment. I think some important issues were addressed in previous comments (in addition to important edits, such as Tim's and Gavin's edits). In general chronological order of when they were posted:

1. I agree that Facilitator, Secretary, or similar is more accurately mellow than Executive Director. Like Nelson said, though, not a major issue.

2. Voting in general should be more clearly specified, especially Karen's comments about method. If multiple positions open up, the number of candidates a chapter may vote on is not clear.

3. Again, I agree with Gavin about ratification and dues (it jumped out at me that Chapters didn't have a direct say).

4. I also think the name change would be a good idea. Simply calling it FreeCulture is not bad, but could present conflicts with the book (surprising?). I think Students for Free Culture is a great choice: it makes the student part explicit; this is important not so much to "push out" other members, but to make obvious to the press what we are. Student movements will be portrayed in a different light than adult nut-jobs. You can also acronym it SFC, which isn't too over-used (and can still use FreeCulture as shorthand), and the name is (accurately) reminiscent of other activist organizations.

5. Regarding the Volunteer/Core Team additions, I don't fundamentally disagree with them, but I think adding them to the first bylaws is premature. We should wait to see how day-to-day functioning naturally assembles -- national activities may be limited enough for a while that the Board is enough. Other collaboration may occur informally via websites, blogs, mailing lists, conferences, etc. Many of these collaborations need not have "official" national support (since it can't really help for some things right now). It's only when the national organization wants to take a major stand (I imagine mostly on legislation) that more official members in the national org are needed (via core/volunteer teams and committees).

6. This brings up a general discussion about whether there are "members" or "chapters" as part of the organization. If national activity becomes much more frequent and varied, then members are naturally going to demand more of a say. A chapter is probably only going to be able to get together a single vote on larger matters (bylaws, elections, etc.). You can't count on chapters as a large entity chiming in on every little issue.

7. Fred's comments about stipulating license are good. I agree that all our content should be under an open license. That should be explicit in the bylaws. It may be taking a political position, but not a controversial one, and it can always be amended if the org significantly changes.

8. CrimsonNinjaGirl's comments about chapter requirements do address important concerns, but might it be too much pressure on the smaller chapters the national organization is supposedly designed to support? I think right now it's premature. A chapter of three people will have trouble runnings lots of meetings and events, but it is still important.

Since chapters have to be approved, perhaps all these types of issues should implicitly be checked by the board/ED during approval. The approving body could ask for some flyers, ask about meetings, goals, current members, etc. If it is only one, non-committed person, the ED/Board is free to not approve them as a chapter (yet). I don't think quantified numbers of meetings, members, etc. should be required yet.

-- Ben @ FC Swarthmore, July 25, 2007.

Comments from Christopher Budnick

I think that this process and debate is absolutely necessarily for our organization, and I am really happy to see that there has been a tremendous amount of thoughtful work put into this (singling out Gavin). I do have concerns about the Bylaws as they exist right now, but the conflicts that we're currently framing, I think, will work themselves out productively.

I think there are questions that need answering or consensus, and I will provide my own suggestions as well as outlining the questions that still are fuzzy (there are a few).

  • Who does FreeCulture represent?
    1. Its members? Chapters?
    2. Can only youth and students be Members?
    3. What about SJ?

FreeCulture represents two group: chapters and members. While it is a requirement that chapters must be attached to universities, it is not a similar requirement for members, and for good reason: if we were to have that requirement, many current [board] members would have been dropped from the organization. I understand the concern that we'd become a non-youth movement, and for now I agree, though perhaps as I am still a student and youthful, but I would hate to exclude existing membership from participating both practically and in theory. I think we might find that if we have youth-oriented goals, and a youthful charter, any actual restrictions on membership might become unnecessary. Likewise, if someone goes out of their way to become affiliated with a chapter (such as a professor or community member) they should be considered, formally, a member of our group.

  • What is the Executive Facilitator (EF)?
    1. Does s/he get paid?
    2. What if we can't afford one?
    3. Should s/he be a member of the board?
    4. How is s/he elected?
    5. What does "day-to-day" include, what are the responsibilities?
    6. Should s/he be able to, outside of the board, appoint teams and committees that might conflict with appointments made by the board?

We need to be careful with the responsibilities we write into the Bylaws for the EF. I am not sure it would be a bad idea for the EF to take on a role of vision-crafting, with "day-to-day" responsibilities taken care of by the board and appointed volunteers. We had something very close to an EF previously, and I am not sure that ownership of responsibilities really contributes to the execution of those responsibilities (things come up, other volunteers assume the work owned). I think, at this point in our history, having a paid EF is a mistake and something we do not have the funding for, even if we needed it. With that in mind, let's have the EF position be temporarily established as being someone who is appointed by the board, responsible for projects and activities established by the board,and is not a member of the board.

If we decide, after successful execution of responsibilities, that there are concrete activities to take care of, let's amend those into our Bylaws. If we have a good idea of what the EF can handle now, however, let's be specific in that description and write that into our Bylaws.

I do not see a problem with having the EF appoint teams and committees, as described, except that they should be approved by the board, at least to establish that there aren't conflicts created with regard to realms of responsibility.

  • What is a chapter?
    1. If it's just a group of students working at a university, should there be a minimum requirement for official status?
    2. Should official status be tiered?

It should be very easy to receive the support of our national organization, but for the sake of voting and full exploitation of chapter membership, we should establish basic requirements for full membership. Prospective chapters should exist as soon as we have their information. Further, as soon as they have established themselves (something we should define, maybe with attention to meetings held and activities planned or successfully carried out), but not before, we should give the official chapter full voting rights.

  • How is the board elected?
    1. How many members should there be?
    2. If elected by the chapters, should a three person chapter have the same vote as a 30 person chapter? If not, how do we handle voting by the membership?

I think having a single vote per chapter is a mistake, unless we want to reserve that for the election of our EF, though I'd much rather see that as an appointment by the board. The board should be elected by members of our organization with a voting method similar to I-RV but monotonic, perhaps. I am sure there are members who know more about this than I do (Mako), but I'm positive we can come up with a member-based election method that is fair and reliable.

Instead of specifying that the board is made up of five, seven, or nine members, we should establish how many members there will be.

  • How can the Board and EF better handle press inquiries and organizational contacts?

Either have someone appointed who is in charge of handling these (perhaps two different people for each inquiries and contacts), or have a common email address (press@freeculture.org) that several members (the board?) have access to. SJ should be able to advise us on how wikimedia handled this in the past, and how they handle it now.

  • Should we include a transparency requirement of board meetings?
    1. How could this be implemented?

Board meetings, like any other meeting, should be posted to the wiki and I think it would be useful to see this as a requirement in the Bylaws. I think having that minimal requirement would be a good start, though perhaps there is a better implementation.

  • Should removal of Chapters be handled by the EF, or by the board?
    1. Should there be an appeals process?
    2. Is there a difference between suspension from inactivity and removal?

There should definitely be an appeals process, though who would handle the appeal I am not sure. I wouldn't mind seeing that the board handles removal and the EF handles appeals, with a successful appeal to the EF resulting in another board hearing, or some other review action.

I think suspension should primarily be something that occurs from inactivity or failure to maintain updated information on the chapter, reversible once the new membership/contact information is received. As it is right now, voting in an election is a responsibility of the chapter's liaison, and if it stays that way, I'd imagine that not voting would be something that marked a chapter as inactive. "Each chapter's liaison must also vote in national elections for the Organization as detailed in Article IV."

  • Should dues be left optional to chapters?
    1. Does that mean they should be removed from the Bylaws?

I think Gavin's suggestion of "There shall be no payment or dues required for membership in the Organization." replacing the current language is a good one. If a chapter would like to pay dues, they can still arrange that.

  • Should our name be changed from FreeCulture.org to Students for Free Culture?

I don't know.

  • Should the cultural artifacts produced by FC.o be freely licensed?
    1. Which license?
    2. Code too?

Absolutely, I'd be happy with BY-SA and GPL or X11, but would be open to other free licenses.

  • Should our amendment process by reversible?
    1. Should it require approval from a number of Chapters?

The amendment process seems to be reversible as it stands, we'd just have to pass an amendment to strike out or replace a previous one. I don't know if chapters should approve amendments or if it is just within the domain of our board.

  • Upon dissolution, should our assets just be left to EFF, or EFF/CC/PK, or decided at the time?

Decided at the time.

I look forward to sorting through all of this and hope that we'll be able to compromise quickly on the smaller details (EF vs ED, etc.).

--Christopher 04:57, 29 July 2007 (JST)

Voting Method

Sorry for adding this so late, but I was debating whether this was something suitable to change for an RC.

There has previously been discussion about specifics for voting. Has consensus voting been considered? I'm biased toward anything Quaker-like, but given the diversity of opinion of FreeCulture, using Consensus for every element that requires voting (bylaw ratification, Board of Directors, elections, etc.) will (IMO) be the best way to appease the most number of people.

I unfortunately have to miss this meeting (good reason, though...), but I think this should be considered to see if there is any popular support. A lot of people in the organization should already be familiar with the specifics of the process, but feel free to contact me if there is interest.

-- Ben @ FC Swarthmore.

Hey Ben, just weighing in with my opinion. My view of consensus is that it works best when there's a strong sense of community and common identity -- that way, people are more likely to have the same opinion, and where there are differences, people are more willing to turn the other cheek and not hold up the consensus despite their misgivings. For better or for worse, I don't think we have that sense of community within FreeCulture.org -- maybe because it's so young, maybe because there is such a diversity of background and opinion, certainly because we rarely have opportunities to interact with other socially (outside of our chapters) and so lack opportunities to develop that sense of social trust. Therefore, coming to consensus is difficult, and that makes it really hard to make decisions. You need to be able to make decisions in order to effectively organize structures and in order to do work. Hopefully we'll have consensus a lot of the time -- and hopefully, as we move forward, a stronger sense of community will develop -- but I'd rather work with a majority vote (or super-majority, where having greater consensus is more important) for the moment. --Gavin 16:56, 12 August 2007 (JST)

Discussion of Section II: Purposes and Goals

During last Sunday's meeting, several changes were proposed for Section II: Purposes and Goals, such as:

4. Advocate for reform in the realm of copyright, patent and trademark law.

or "defend the public interest in information and communications policy"

and other issues like network neutrality, technology policy, broadcasters' rights, and database rights were brought up.

I see a couple problems with this: one, that the terminology is subject to incompatible interpretation, and two, that we are enumerating a few things whereas the problems of the future will come not only from those, but from things nobody has thought of yet.

For example: copyright reform--what is it? You get radically different answers depending upon whom you ask, and whether it is traditional copyright or DMCA that is being discussed.

Network neutrality? It is my belief that the telecomm industry deliberately purloined this term to mean something quite different from its original meaning so they could muddy the debate. Traditionally it meant that the Internet was supposed to carry the bits equitably between endpoints without regard to the purpose of the connection. But the telecomm industry uses it to mean that their operations should be free of regulation so that their marketing departments can decide what service they are offering their customers, whom they regard as a commodity to offer to big players like Google or the movie industry so they can make Google their customer as well by controlling access to "their" market.

This segues nicely into point two, about the enumeration of our concerns; since it's necessarily incomplete, and potentially ill-defined, I advocate explaining our goals by saying "why" rather than "what". Let's list some reasons to advocate our positions.

We believe in:

 individual creative freedom
 free exchange of ideas
 freedom to use culture (quotation; remix; Bird lives!)
 freedom to tinker
 access to knowledge
 defense of fair use from technical means of suppression
 expansion of culture by building upon existing culture
 preservation of our cultural heritage (as by rescuing orphan works)
 defense of culture from pervasive claims of ownership
 defense of the individual from cultural conformity

I don't think the enumeration of things like patent reform yields an understanding of these precepts, but understanding the precepts does yield an obvious explanation about what specifically we get involved with.

-- Peter

Terminology: Pronouns

1. We should make sure we always use gender-neutral pronouns.

2. We should standardize on either using both third-person pronouns (e.g. "he or she", "his or her") or on using the singular they.

3. I prefer using both third-person pronouns. The singular they is non-standard and I think it sounds weird. --Gavin 04:20, 6 August 2007 (JST)

4. I disagree, as "themselves"/"they" is in common usage and writing "himself/herself" everywhere is cumbersome and verbose. Bylaws are opaque enough as it is. Karen 04:23, 6 August 2007 (JST)

5. The usage of "they" is nonstandard, but it and all its alternatives cause somebody to cringe. So, resolve it by adding a clause in the new Section III Definitions "Hereinafter, the word 'they' and its declined forms act in all respects as an informal substitute for 'he', 'she' and the construction 'he/she' et al." Ha, you know I have been itching to get the word 'hereinafter' into this :-) Peter 2007-08-09T00:50-0400

Structure: Advisory board

1. We should have an advisory board.

2. I'm not sure what the advisory board should do, or how large it should be, or how the members should be chosen.

3. Maybe we should write into the bylaws that the board has the authority to establish an advisory board and determine what it does, and let the board handle that in the future. --Gavin 04:24, 6 August 2007 (JST)

Principles and practices: FOSS, etc.

I'd like a clause that says the Org will, in its activities, use FOSS, open formats, open protocols, (and open networks?), whenever possible, and will adhere to Web standards. --Gavin 03:35, 13 August 2007 (JST)

Principles and practices: Non-discrimination

  1. The bylaws should have a non-discrimination clause.
    • e.g. "The Organization shall not discriminate on the basis of race, ethnicity, creed, color, sex, sexual orientation, national origin, age, religion, disability, or any other classification as provided by law."
      • The UF club constitution has a better clause than the one above, but I can't find it at the moment. When I find it, I'll add it here. --Gavin Baker 07:56, 13 August 2007 (JST)
  2. Ideally, I'd like all the chapters to have the same non-discrimination clause (or one at least as strong), i.e. that this would be a condition for membership. However, I'm concerned that some of the chapters may not be in a position to do so, because of conditions from their school. For instance, if we have a chapter at an all-girls school, they may not be allowed to say "we won't discriminate on the basis of sex" if they want to continue operating on campus. Same for religious schools. At the least, I'd like to make a strong recommendation that each chapter adopt this non-discrimination clause, but I'm not sure if we should mandate it.
  3. If the reasons why we'd want this clause aren't clear, just ask here. But I figure this should be pretty self-explanatory. --Gavin Baker 07:56, 13 August 2007 (JST)

Principles and practices: Sustainability

I'd like to have a statement in the bylaws that FC.o is committed to implementing the principles of sustainability in its practices. This couldn't (at least, shouldn't) really be an enforceable thing, but a guideline for ourselves, a statement of solidarity, and something to aspire to. Unless we plan on living somewhere other than Earth, this is a principle we want to support in the way we run our organization. --Gavin Baker 08:11, 13 August 2007 (JST)

What happens when there's no coordinator?

Just saying. --Gavin Baker 11:05, 17 August 2007 (JST)

Since the duties of the Coordinator are defined mainly by the Board (except for a few specific duties mandated by the bylaws) it seems logical to say that in the absence of a Coordinator, the Board is obligated to perform those duties.

This motivates the Board to find and fund a Coordinator :-)

Nevertheless, the Board obviously may suspend certain duties in the interim if it is impractical for them to be performed by the Board. There might also be some issues involving the mandated duties (calling for board elections, etc) which need to be examined to see if there is any conflict of interest to be resolved.

-- Peter

FreeCulture software licensing

I think a decision involving dissolution of FC.o to give any software we produce to the FSF was approved; I suggested that this be done by assigning the copyright to FSF as the software is produced rather than in the event that FC.o dissolves.

I spoke with John Sullivan of FSF on Friday and explained the process going on for ratifying the bylaws and electing a new board, and he says he will be happy to speak with the new board when they are ready to inquire about this.

-- Peter


We should consider indemnifying the officers / staff / volunteers. Elizabeth cribbed this language:

No Personal Liability. The members, directors, and officers of the corporation shall not be personally liable for any debt, liability, or obligation of the corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the corporation may look only to the funds and property of the corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due or payable to them from the corporation.

--Gavin Baker 14:06, 1 September 2007 (JST)