Governance Meeting 2010-10-14

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  • Sean H
  • Chris H
  • Alec S
  • Mark W
  • Luke Cy
  • Jordan E
  • Luke Cl.
  • Ali


  • Facilitator: Luke Cy
  • Scribe: Ali


  • Luke: purpose is to set goals and get by-laws issue under way. Been open-ended forever
    • Wanted previous BOD here because of previous effort to get these set.

Previous and existing work on bylaws

  • Luke: Enumerate previous efforts and find out why they didn't get completed.
  • Sean: Pretty obvious from beginning that by-laws wasn't working. Wanted consensus as a model of governance but when incorporating schedule B was needed. Started sitting down with old by-laws structure and ripping out democracy for consensus. No enthusiasm for it, lots of other things to do and things were working. We don't want to look at it because it just gets in the way and we run meetings under consensus anyway.
  • Luke: How did past AGMs work?
  • Luke Cl: Someone would raise a motion saying we operate under consensus, everyone here is a member, we don't know if it's legal and you need a legal opinion on it.
  • Sean: In these types of societies things move forward as long as no one challenges
  • Alec: They were special resolutions and they needed to be posted two weeks in advance.
  • Luke: On wiki It was schedule B but edited?
  • Sean: Most of it is schedule B except parts that didn't fit. Voting, membership, chair of board was modified.
  • Alec: I like schedule B because we don't have to worry about what we miss, maybe legal aid form students if we don't have experience here.
    • DO we need something that is fully thoroughly vetted or just modified schedule B that works and some experience on the rest of it.
  • Sean: Schedule B is a tested document and it works. Written in a language that is legally acceptable.
  • Luke; It's a self-contained thing that if we break a part of it, may not work.
  • Sean: I just unplugged some numbers and added others.
  • Jordan: Luke Cl was mentioning the hack-space has bylaws and they operate under consensus.
  • Luke Cl: We didn't have the infighting and didn't want to run into the problems at Free Geek. We try to come to consensus, if not wait two weeks, then next meeting, and if not then another meeting two weeks later for 80% acceptance.
  • Alec: What do we need to add
  • Sean: How you elect directors, membership, AGM consensus.
  • Luke: Directors Hold Harmless needs to be added or insurance company will stop insuring us. Insures us personally if we start suing each other. They require a part in by-laws. Adjuster said it wouldn't invalidate all our insurance, but probably only that part. Though they can squeeze out of other things.
  • Luke Cl: VHS bylaws need to be modified as membership in VHS is $25, and you stop if stop payment.
    • If you can never expire people, then you always need to deal with them. If they are combative, then it can be very difficult.
  • Jax: If competitors come in and want to mess with us, they can. Just come to one of our meetings.
  • Ali: no, conflict of interest...
  • Jordan: Have VHS bylaws gone through any sort of process.
  • Luke Cl: Ask twirlip on IRC #vhs
  • Sean: Also compassion club operates under consensus and they are still around.
  • Luke Cl: VHS and FG are culturally similar. We needed some way to decide things.
  • Jordan: I have no experience with by-laws either. I would be willing to stand that aside if we can work with a working set and get these high-level goals.
  • Luke Cl: I have two framing questions:
    • How much do you bite off and when?
      • A total rewrite and push that through
      • Lets tweak schedule B
    • How do you execute that change?
      • Bootstrap from schedule B to new bylaws. You need bylaws that are acceptable to people that have voting rights today.
  • Luke: We should enumerate high level goals and try to see what we can bite off first, see what's a pipe dream for later. Triage those to something that is agreeable.
  • Alec: Can we say that elect directors, held harmless, create members, deprecate members, AGM consensus, Hold Harmless
  • Luke: rephrase, consensus decision making at any meetings, conversion of monthly meetings to official meetings.
  • Sean: why is that important?
  • Ali; We pass policy there.
  • Sean: Envisioned workgroups who work, then bring to general where it is passed by everyone who can vote.
    • If Free Geek is going to use consensus we need to move form elect directors to select directors. Still need to make contingency on how consensus determines members.
  • Luke: directors chosen by consensus, membership in the open and needs to made
  • Sean: right now there is standing decision that someone can sign up to become a member.
  • Luke: we made a promise to let anyone who wants to become members, but we don't have to sign the document. We have 46 members, got previous BOD from wiki
  • Alec: List is in Victoria.
  • Luke Cl: may be downside to making them official.
  • Alec: 45 letters to mail out.
  • Luke Cl: Monthly meetings are glorified operations meetings.
  • Sean: quarom we might need to see. Bylaws I wrote quarom was 5, schedule B was 3.
  • Jax: If we have a lousy turnout, we can limit damage.
  • Sean:We didn't want someone to walk in and start making decions, so we said that someone needs to come to two- three meetings then they can make decisions. Others can still share ideas and talk, just can't decision make.
  • Luke Cl: Consensus doens't mean everyone agrees, it just means that group can go through, but person is saying that they would rather leave the organization.
  • Alec: let's talk procedure
  • Luke: procedure to get bylaw in place?
  • Alec; yea

Who should be in this working group?

  • Luke: Is there anyone else who have put lots of effort previously?
  • Alec: Probably, but maybe not invite directly, but open invitation.
  • Jordan: Are you guys willing to help us with these bylaws?
  • Sean Luke Cl: Not much time but bounce questions.
  • Sean: If you got some piece of text and want me to come in, I can.
  • Luke Cl: I can provide perspective and wisdom i've learned.
  • Alec: Will dip my toe in water but not expertise.

How to solicit feedback from general community

  • Luke: How do we get everyone else's input?
  • Luke Cl; You need to know schedule B so you can pass bylaws. You don't legally need consensus.
  • Luke: We are in a better position with the new members.
  • Alec: Good now that everyone is happy, better do it before it goes pear shape again.
    • Propose a meeting where you choose options from a list or ..... shortly thereafter call a meeting to adopt.
    • Extraordinary general meeting to pass bylaws for next AGM.
    • Propose EGM specifically for bylaws.
    • Discussion on FG-governance, and invite general.
  • Luke: we can have multiple monthly meetings if things not done.
  • Luke Cl: you go to EGM with legally approved by-laws. First meeting summarizing bylaws. Here is what board has id'd as needing change, here is what doesn't. Follow up with other meetings to hammer out. How do we as a group want to define membership?
  • Luke: If we started with the next few months, with an EGM in February.
  • Jordan: We take high level goals, send to mailing list invite governance. Talk about each one at one monthly meeting. Two per month November and December. January we leave do legal home work, give us a month buffer and do it February.
  • Luke Cl: Until you have consultations, by end you should have semi-binding agreement as to what they should be and getting legally approved ones.
  • Luke: write them in plain english, then take to lawyer for legal language.
  • Alec; we need to address the way in which we come to by-law changes.
    • We can't mix and match modified schedule B with rewrite.
  • Luke: We are not changing the role of directors. Every other part is still schedule B.
  • Alec; Pick and choose VHS ones that work.
  • Luke Cl: Don't solve problems you don't have.

Professional Legal Involvement

  • Luke: To what extent do we need an actual legal opinion.
  • Jordan: If they are not legally vetted what is repercussions?
  • Alec; We will go into the EGM, and people will say this is ridiculous.
  • Sean: Future boards will have no confidence, and won't be productive.
  • Luke: To get that confidence we need a lawyer to look up in final form.
  • Jordan: Do we want a lawyer to write them?
  • Alec: Do high level stuff, give a shot at amending schedule B to suite, if lawyer says you can't just back off to high level cost. My org is speaking with lawyers who are interested in doing bro-bono work. Hackspace ninja can find out who vetted their stuff.


  • Alec commits to following up with connection in Ontario VIA PKP.
  • Luke Cl will find out if hackspace bylaws are legally vetted and by whom.
  • Sean will put Luke Cy touch with somebody from compassion club.
  • Ali will send e-mail to minutes to all here tonight.
  • Luke will sign everyone up on governance.
  • Ali will contact Paul Fareweather and ask who does bylaws.
  • Luke will contact corporate governance friend.
  • Luke will present report to general meeting.
  • Alec will look for pro-bono society support in Vancouver.
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