Re: Draft bylaws are now available

Hey,

> We are inviting comments for approximately two weeks.

I've posted my comments on the site, but I'm also putting them on this
list because I think a list makes for better discusssion/interaction.

First off, I want to say that the bylaws look pretty good and Drake,
Selena and Michael have done a real job kiging this off. Thanks, guys!

I'll say that I think it's a great thing that you've left as much stuff
out of the initial bylaws as possible. This will make it much easier to
incrementally improve the rules as we build the organization. I'm
pretty happy with these bylaws except for a couple of glitches. So,
let's iron out the glitches:

"If additional Director positions are added, such Directors will be
allocated to those who terms expire at the annual meeting and those
whose terms expire at the semi-annual meeting for the purpose of
maintaining approximately equal groups of Directors whose terms expire
at the annual meeting and the semi-annual meeting of the members."

This is the only place electing Directors at the semi-annual meeting are
mentioned until the sunset of the organizing directors. The result
would that for the first couple years of the organization, all directors
will be elected at the annual meeting only until the number is
increased. Alternately, it could result in an additional Board member
being added with a term of one month. I think this is a good example of
something that shouldn't be defined in the bylaws. It really needs to
be up to the sitting board to make term decisions of appointees and
additional board seats based on several factors.

"Any action required to be taken at a meeting of the Directors of this
Corporation, or any other action which may be taken at a meeting of the
Directors, may be taken without a meeting if a consent in writing
setting forth the actions so taken shall be signed by all the Directors
entitled to vote with respect to the subject matter thereof."

Wait, are we filing in New York? I'd think our experience with SPI had
shown us what a PITA having the requirement that Board actions without a
meeting requires unanimous written-on-paper consent. Isn't there any
way around this? Can we maybe file in another state?

"Notwithstanding the standard term in Section 3.1 above, the initial
term for each of the three initial appointed Directors is three years,
ending at the semi-annual member meeting in 2011"

I can't see any good justification for this. Again, our experience with
SPI has shown that multi-year terms for directors is a bad idea;
enthusiasm and participation tends to fall off with each year. Further,
this kind of provision will create the impression that this is the
"Josh, Selena and Michael Foundation", a perception the incorporation
effort already suffers from. Realistically, Board members are only
going to get voted out if they are screwing up, so continuity is not a
real issue. Therefore, this should read instead:

"Notwithstanding the standard term in Section 3.1 above, the initial
term for each of the three initial appointed Directors is approximately
eighteen months, ending at the semi-annual member meeting in 2010"

That'll get the initial board running on a 4/3 election split, give the
organizing directors some additional time, but not chain the
organization to the organizing directors regarless of what they do.

--Josh Berkus