Re: [HFB] Some thoughts concerning "rules of engagement" that fall outside of the Bylaws document...

Re: [HFB] Some thoughts concerning "rules of engagement" that fall outside of the Bylaws document...

Craig Woodward

2012-10-25 19:13 UTC
This is exactly why I put such wording in our current bylaws. :) Though again: IANAL, and the way it is legally interpreted my or may not hold up to scrutiny if challenged. Regardless, the first meeting with the Directors and incorporators will have to be via audio conference as they bylaws are not yet in place to create said exception, if we can do so at all.

As noted by Estel, it may be feasible to negotiate and converse via IRC, and then do a quick audio conference to confirm the summary of the items so they are legally actionable. I think that doing so would be good for non-legal reasons as well, to make sure the everyone agrees with the summary, since sometimes people take away different things from the same meeting. (We've seen that at least 3 or 4 times in the past few months, in a few segments of our community, have we not?)

There are several open-source voip-based chat programs out there. I have an ancient copy of Netscape Communicator from the mid 90s that has point-to-point audio conferencing capabilities, so it can't be *that* rare. Setting up something like that in the long term on our own servers may be feasible. In the mean time using a cheep/free commercial service, or donated service from Sebastian's group seems appropriate.

---- Lucas Maneos <> wrote:

On Mon, Oct 22, 2012 at 06:37:09PM -0400, robert bauer wrote:
> It's a PA requirement for all nonprofit corporations.

Found the relevant act, I think [1]:

> § 1708. Use of conference telephone or other electronic
> technology.
> (a) Incorporators and directors. -- Except as otherwise
> provided in the bylaws, one or more persons may participate in
> a meeting of the incorporators or the board of directors of a
> business corporation by means of conference telephone or other
> electronic technology by means of which all persons
> participating in the meeting can hear each other.

IANAL, but doesn't "Except as otherwise provided in the bylaws" allow
for alternatives to be defined? A quick search turns up several PA
NPs that seem to have done exactly that (some examples: [2][3][4][5][6]).



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