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?
- 1 Comments from Tim Hwang
- 2 Comments from Elizabeth Stark
- 3 Board of directors voting method
- 4 Ratification procedure
- 5 "Main web site"
- 6 Chapter membership
- 7 Becoming a chapter: acceptance of bylaws
- 8 Chapter dues
- 9 Terminology: "national organization" vs. "Organization"
- 10 Terminology: "bylaws" vs. "by-laws"
- 11 Name: "Students for Free Culture" vs. "FreeCulture.org"
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
Initial Comments (to be continued..)
- 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.
- 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? 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 
- 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.
- 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..
--Elizabeth18:46, 16 July 2007 (JST)
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)
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.
"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)
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)
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.
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)