Collectives and board of Directors
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:
- 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.
- 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)
- 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
At BICAS we have a board that has the technical power of any board but chooses not to exercise that power without first getting consensus from the collective. I suppose we would theoretically act without that consensus in an extreme circumstance, but only if all other collective measures failed, which is hard to imagine.
Currently no one on our board also works at BICAS, but that is mainly a result of coincidence. So we are your option #2.
As you point out, it comes down to a matter of trust between the collective and the board, not a matter of law. Our board has the technical power to disband the entire organization or impose an executive director on the collective, but the collective is careful to pick board members who aren't very likely to do that, and the board itself is large enough that it is kind of hard to imagine a coup occurring. Likewise, the collective is sensitive to the fact that board members have certain heightened responsibilities and, in my opinion, has done a great job ensuring the board's needs in that respect are met.
My belief is that this course satisfactorily navigates the law as well as the desires of the collective. I realize it won't ever be good enough for the purists, but it keeps the organization going and I haven't heard complaints about board actions from the collective (But maybe I will now!).
Erik Ryberg
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:
- 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.
- 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)
- 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
Thethinktank mailing list Thethinktank@bikecollectives.org http://lists.bikecollectives.org/listinfo.cgi/thethinktank-bikecollectives.o...
I'm not a lawyer, but I've been part of a number of different organizations that have run on models other than the list you've presented.
One is to have a Board of Directors that serves at the leisure of the collective--meaning that the members are not (necessarily) appointed to fixed terms, but can be dismissed by the collective itself. The organization I was part of before had fixed terms of a year each but Board members could be removed by a consensus decision of the collective; likewise, it took a consensus decision by the collective to appoint someone to the Board.
Another is to have an "open" Board--meaning that the Board is whoever shows up (plus the official Secretary, Treasurer, and President). The organization I was part of required that you attend either the 'Board Retreat' or 2 consecutive meetings before you became a voting member of the Board. This Board met monthly, however.
If you make the collective itself the Board that means that 50%+1 of your board cannot be paid/receive remuneration from your shop at all, which might be a concern at your shop, if I recall correctly. It is not at ours, though we have a separate Board.
Finally, know that having a board with some members of the collective but not others can introduce significant power imbalances--and dialogue imbalances--among an otherwise non-hierarchical organization. (The same or similar imbalances will also result from paying certain members, I feel.) In my experience, having some members of our collective be on the board and other members not has created unneeded tension at times.
Cheers, Mario Bruzzone Bike Kitchen San Francisco
On Jan 17, 2008 11:54 AM, Erik Ryberg ryberg@seanet.com wrote:
At BICAS we have a board that has the technical power of any board but chooses not to exercise that power without first getting consensus from the collective. I suppose we would theoretically act without that consensus in an extreme circumstance, but only if all other collective measures failed, which is hard to imagine.
Currently no one on our board also works at BICAS, but that is mainly a result of coincidence. So we are your option #2.
As you point out, it comes down to a matter of trust between the collective and the board, not a matter of law. Our board has the technical power to disband the entire organization or impose an executive director on the collective, but the collective is careful to pick board members who aren't very likely to do that, and the board itself is large enough that it is kind of hard to imagine a coup occurring. Likewise, the collective is sensitive to the fact that board members have certain heightened responsibilities and, in my opinion, has done a great job ensuring the board's needs in that respect are met.
My belief is that this course satisfactorily navigates the law as well as the desires of the collective. I realize it won't ever be good enough for the purists, but it keeps the organization going and I haven't heard complaints about board actions from the collective (But maybe I will now!).
Erik Ryberg
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:
- 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.
- 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)
- 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
Thethinktank mailing list Thethinktank@bikecollectives.org
http://lists.bikecollectives.org/listinfo.cgi/thethinktank-bikecollectives.o...
-- Erik B. Ryberg Attorney at Law 445 West Simpson Street Tucson, AZ 85701 (520) 622-3333 _______________________________________________ Thethinktank mailing list Thethinktank@bikecollectives.org
http://lists.bikecollectives.org/listinfo.cgi/thethinktank-bikecollectives.o...
at velocipede we only just approved our bylaws. this was an arduous process as we struggled to find compromises to many of these issues....these are afew solutions we came up with...
- The board is the collective, and we decided on having to vote in
collective members after they have completed three months of volunteering and attended two meetings.
- We have an executive committee of a president, secretary and
treasurer, but they can only make a decision without the rest of the collective in an emergency (defined as a situation which is time sensitive and puts the property or members in immediate danger).
- If we do end up paying people, which we are considering at this point,
a collective member who becomes a staff member can attend meetings, and participate in discussions, but not be part of the consensus until they are no longer being paid by velocipede...
This is brand new, so we'll see how it works out... I'll attach the full document, I'd love to hear feed back on it, and I'll try to post it to the wiki(I'm alittle confused by technology) -beth
I'm not a lawyer, but I've been part of a number of different organizations that have run on models other than the list you've presented.
One is to have a Board of Directors that serves at the leisure of the collective--meaning that the members are not (necessarily) appointed to fixed terms, but can be dismissed by the collective itself. The organization I was part of before had fixed terms of a year each but Board members could be removed by a consensus decision of the collective; likewise, it took a consensus decision by the collective to appoint someone to the Board.
Another is to have an "open" Board--meaning that the Board is whoever shows up (plus the official Secretary, Treasurer, and President). The organization I was part of required that you attend either the 'Board Retreat' or 2 consecutive meetings before you became a voting member of the Board. This Board met monthly, however.
If you make the collective itself the Board that means that 50%+1 of your board cannot be paid/receive remuneration from your shop at all, which might be a concern at your shop, if I recall correctly. It is not at ours, though we have a separate Board.
Finally, know that having a board with some members of the collective but not others can introduce significant power imbalances--and dialogue imbalances--among an otherwise non-hierarchical organization. (The same or similar imbalances will also result from paying certain members, I feel.) In my experience, having some members of our collective be on the board and other members not has created unneeded tension at times.
Cheers, Mario Bruzzone Bike Kitchen San Francisco
On Jan 17, 2008 11:54 AM, Erik Ryberg ryberg@seanet.com wrote:
At BICAS we have a board that has the technical power of any board but chooses not to exercise that power without first getting consensus from the collective. I suppose we would theoretically act without that consensus in an extreme circumstance, but only if all other collective measures failed, which is hard to imagine.
Currently no one on our board also works at BICAS, but that is mainly a result of coincidence. So we are your option #2.
As you point out, it comes down to a matter of trust between the collective and the board, not a matter of law. Our board has the technical power to disband the entire organization or impose an executive director on the collective, but the collective is careful to pick board members who aren't very likely to do that, and the board itself is large enough that it is kind of hard to imagine a coup occurring. Likewise, the collective is sensitive to the fact that board members have certain heightened responsibilities and, in my opinion, has done a great job ensuring the board's needs in that respect are met.
My belief is that this course satisfactorily navigates the law as well as the desires of the collective. I realize it won't ever be good enough for the purists, but it keeps the organization going and I haven't heard complaints about board actions from the collective (But maybe I will now!).
Erik Ryberg
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:
- 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.
- 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)
- 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
Thethinktank mailing list Thethinktank@bikecollectives.org
http://lists.bikecollectives.org/listinfo.cgi/thethinktank-bikecollectives.o...
-- Erik B. Ryberg Attorney at Law 445 West Simpson Street Tucson, AZ 85701 (520) 622-3333 _______________________________________________ Thethinktank mailing list Thethinktank@bikecollectives.org
http://lists.bikecollectives.org/listinfo.cgi/thethinktank-bikecollectives.o...
Thethinktank mailing list Thethinktank@bikecollectives.org http://lists.bikecollectives.org/listinfo.cgi/thethinktank-bikecollectives.o...
The Austin Yellow Bike Project is also an all-volunteer collective and consensus-run non-profit organization, and we've chosen a bit of a different set-up.
We call our board the "Representative Council." It's made up of a couple of "officers" of the collective (scribe, and treasurer) and is open for other collective members to attend if interested. We also have three non-collective member Chairs appointed by the collective from the community at large. This body is an advisory-only body, making suggestions to the collective but with no decision-making capabilities. This keeps the collective body ultimately in charge of its destiny while still involving outside members for their skills and objective outlook.
We have our by-laws posted on our website ( http://www.austinyellowbike.org/the_words_2007-02.htm) if that's at all helpful for others to use a guide in crafting their own version.
We review these words annually at a weekend retreat in the woods; we all bike out to a nearby state park to camp out and talk about what we've done in the past year and what we want to accomplish in the coming year. It's a really nice way to bring our group close together, get lots of planning done, and have a great time together.
Good luck -
Jennifer Schaffer
On Jan 18, 2008 1:33 PM, Velocipede Bike Project < info@velocipedebikeproject.org> wrote:
at velocipede we only just approved our bylaws. this was an arduous process as we struggled to find compromises to many of these issues....these are afew solutions we came up with...
- The board is the collective, and we decided on having to vote in
collective members after they have completed three months of volunteering and attended two meetings.
- We have an executive committee of a president, secretary and
treasurer, but they can only make a decision without the rest of the collective in an emergency (defined as a situation which is time sensitive and puts the property or members in immediate danger).
- If we do end up paying people, which we are considering at this point,
a collective member who becomes a staff member can attend meetings, and participate in discussions, but not be part of the consensus until they are no longer being paid by velocipede...
This is brand new, so we'll see how it works out... I'll attach the full document, I'd love to hear feed back on it, and I'll try to post it to the wiki(I'm alittle confused by technology) -beth
I'm not a lawyer, but I've been part of a number of different organizations that have run on models other than the list you've presented.
One is to have a Board of Directors that serves at the leisure of the collective--meaning that the members are not (necessarily) appointed to fixed terms, but can be dismissed by the collective itself. The organization I was part of before had fixed terms of a year each but Board members could be removed by a consensus decision of the collective; likewise, it took
a
consensus decision by the collective to appoint someone to the Board.
Another is to have an "open" Board--meaning that the Board is whoever shows up (plus the official Secretary, Treasurer, and President). The organization I was part of required that you attend either the 'Board Retreat' or 2 consecutive meetings before you became a voting member of the Board.
This
Board met monthly, however.
If you make the collective itself the Board that means that 50%+1 of
your
board cannot be paid/receive remuneration from your shop at all, which might be a concern at your shop, if I recall correctly. It is not at ours, though we have a separate Board.
Finally, know that having a board with some members of the collective
but
not others can introduce significant power imbalances--and dialogue imbalances--among an otherwise non-hierarchical organization. (The same
or
similar imbalances will also result from paying certain members, I
feel.)
In my experience, having some members of our collective be on the board and other members not has created unneeded tension at times.
Cheers, Mario Bruzzone Bike Kitchen San Francisco
On Jan 17, 2008 11:54 AM, Erik Ryberg ryberg@seanet.com wrote:
At BICAS we have a board that has the technical power of any board but chooses not to exercise that power without first getting consensus from the collective. I suppose we would theoretically act without that consensus in an extreme circumstance, but only if all other collective measures failed, which is hard to imagine.
Currently no one on our board also works at BICAS, but that is mainly a result of coincidence. So we are your option #2.
As you point out, it comes down to a matter of trust between the collective and the board, not a matter of law. Our board has the technical power to disband the entire organization or impose an executive director on the collective, but the collective is careful to pick board members who aren't very likely to do that, and the board itself is large enough that it is kind of hard to imagine a coup occurring. Likewise, the collective is sensitive to the fact that
board
members have certain heightened responsibilities and, in my opinion,
has
done a great job ensuring the board's needs in that respect are met.
My belief is that this course satisfactorily navigates the law as well as the desires of the collective. I realize it won't ever be good enough for the purists, but it keeps the organization going and I haven't heard complaints about board actions from the collective (But maybe I will now!).
Erik Ryberg
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:
- 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.
- 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)
- 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
Thethinktank mailing list Thethinktank@bikecollectives.org
http://lists.bikecollectives.org/listinfo.cgi/thethinktank-bikecollectives.o...
-- Erik B. Ryberg Attorney at Law 445 West Simpson Street Tucson, AZ 85701 (520) 622-3333 _______________________________________________ Thethinktank mailing list Thethinktank@bikecollectives.org
http://lists.bikecollectives.org/listinfo.cgi/thethinktank-bikecollectives.o...
Thethinktank mailing list Thethinktank@bikecollectives.org
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At BikeFarm we have just finally now submitted our forms, and like many others...set it up how "they" want it... and disregarded that format in practice, but good luck.... Also, we had co-presidents.... They wont allow for that.... so we made someone CEO and someone Vice....Its more likely they'll approe something familiar, adn thats why we went with the "standard" format.
Andrew,
Interesting analysis. My recommendation is to use the traditional structure and that the board members are chosen based more on individual ability than whether they are inside/outside member or not. Individual ability is the combination of business/budget sense, interest and passion in the cause, involvement in the programs, and level of commitment for board responsibilities. Outside community members are probably better served on the advisory board. Tons of info at thunderhead alliance on how to avoid pitfalls and keep a strong board.
jason
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:
- 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.
- 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)
- 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
Thethinktank mailing list Thethinktank@bikecollectives.org
http://lists.bikecollectives.org/listinfo.cgi/thethinktank-bikecollectives.o...
participants (7)
-
Erik Ryberg -
Jason Bultman -
maintenence collective -
Mario Bruzzone -
plan_9＠riseup.net -
Velocipede Bike Project -
yellow bike