On 1/17/08, plan_9@riseup.net <plan_9@riseup.net> wrote:

Thus far the FM Community Bicycle Workshop has been operating as a
501c3 through a fiscal agency agreement with a local non-profit. The
agreement is for a limited time period so I have been working on our
Articles of Incorporation, Bylaws and Tax forms. The crossroads were
at with it though, is that we are set up to operate as a traditional
collective (consensus, democratic decision making, non-authoritarian
structure) with elements of Participatory Economics (we have worker
councils set up). This doesn't seem to reconcile very cleanly with how
the US wants non-profits to be structured with a traditional Board of
Directors, Chair, Co-chair, Secretary, Treasurer, etc. So what I'm
wondering is this: How do other groups that have a non-heirarchical
organizational structure set up their bylaws and articles to reflect
their values, yet be accepted as a legitimate by the state? I have
been told by a few more non-standard organizations that they just set
it up like "it's supposed to be" and then disregard it. I really don't
want to do that since if it's on the books, we can be held accountable
to it.

These seem to be the logical options so far:

1. Collective as the Board of Directors.
In this scenario we basically form the board using the collective
members as board members and build our bylaws around our the rules and
procedures that are outlined in our volunteer handbook. To get outside
folks involved in this we could set up an advisory board that would
give input but not make decisions that would meet something like once
a quarter.

2. An Outside Board
In this scenario we would form a board that would consist completely
of outside individuals who are understanding of our mission and would
represent the populations that we serve. The collective would serve
the role of the executive director(s). In this situation we would be
tasked with the day to day decisions of the FMCBW and have input into
the Board of Directors but macro decisions such as funding, long term
planning, would ultimately be decided by the Board of Directors. (This
idea has already met with much opposition from the group so this is
probably out)

3. A Mixed Board
In this scenario we would form a board that would consist of some
collective members and some outside community members. There could be
checks and balances put into place to make sure that the collective
continues to have real tangible input into the board of directors
decision making. This would take some extra mechanics in our bylaws
and is slightly non-standard in the non-profit world, (but is somewhat
more standard in the business world) but in the end might be the best
of both worlds if done correctly. For Example: We have a board of 9
people, four of which were collective members and five of which were
outside community members that would represent the populations that we
serve. We could run the board conservatively (as in more resistance to
change, not politically of course) where we would put into our bylaws
that we there must be Consensus U-3 to make binding decisions. This
would enable the collective to block any proposals, given that they
have solidarity on the issue, that the board may make that might be
against the interest or the intent of the collectives mission. This
method would also stand for electing new outside board members,
ensuring that the integrity and intent of the organization would stay
in line with the collectives mission. The numbers and methods are up
in the air, of course, I was just using this as an example.

These all have pros and cons to them. The collective as the board we
would continue to have autonomous control over what we do and how we
operate and would allow us to make decisions "light and fast" but at
the loss of credibility, resources and the ever important perspective
of the community.
Having an outside board would make it easier to propose "self-serving"
ideas, such as paying us wages, funding outside training, going to
conferences, spending shop money to renumerate the collective. Plus it
spreads the risk, it allows input from veterans in the non-profit
world as well as access to their resources without begging. It would
give us an air of credibility to some institutions that might take us
"not so seriously". It also allows us to focus on building bikes,
teaching bike maintenance, and developing our programs. The risk is
that we don't have control over the board at all and are totally at
their whims. We can put a good board in place that understands our
values and mission but they are responsible for voting in new board
members, and if their judgment isn't the same as ours, there is the
potential that a few years down the road there could be a group of
people directing us in a way we might not agree with at all, and could
possibly disband the collective and appoint a director.
The Mixed Board has potential to have the best of both worlds if
executed correctly. If executed incorrectly it could possible result
in some of the negative possibilities of both the the others. It would
probably also take a little longer to make decisions, but since we are
already operating fairly well we probably are done making rapid
decisions.

Sorry for the ridiculously long post, I decided not to chop it down in
case this info is useful for the seemingly many new bike collectives
that are in the works right now.

Andrew FM Community Bicycle Workshop

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