Create draft bylaws

[Olivia-Chiong]

Overview

We want to create draft bylaws for the organization

Action Items

• [x] Create a draft of the bylaws
• [ ] Review with the team
• [ ] Incorporate changes to new draft
• [ ] Review with the team
• [ ] Gain acceptance and Finalize version
• [ ] Submit Finalized version to Corporate Secretary

Resources/Instructions

Bylaws Template

[Rankazze]

Here is the first Draft of the Civic Tech Structure, Inc By Laws. Template used was from Nolo Press book on How to Form a CA Nonprofit Corporation Civic-Tech-Structure-ByLaws-Draft-v1.docx

[ExperimentsInHonesty]

sent the bylaws to Catherine

[Rankazze]

@Olivia-Chiong On the to-do task list Please add a final check box with Submit Finalized version to Corporate Secretary. Thanks.

[Olivia-Chiong]

@Rankazze done

[ExperimentsInHonesty]

We need to address the following that I brought up in my email to Catherine

ARTICLE 1 SECTION 2. CHANGE OF ADDRESS I intentionally chose to use the mailbox that I have had for 15 years as the LA address when I filed, so that it would be clear to funders our main activities are in LA county. And this part of the bylaws requires us to amend the bylaws if the "principal address" changes to be a different county. I do not wish to change counties.

However...

ARTICLE 7 CORPORATE RECORDS, REPORTS AND SEAL SECTION 1. MAINTENANCE OF CORPORATE RECORDS Requires that the Minutes, Accounts, Records, Copy of Articles of Incorporation, etc. all be kept at the "principal office" which is impossible because it's a mailbox. I also happen to be moving from Downtown LA to my house in Riverside county for the duration of the pandemic and that is where I would keep the physical copy of the records.

I do have a Safety Deposit Box in LA county, we could keep the physical records there but I don't know if that suffices.

Diversity item

I really appreciated that you brought up Diversity for the Board. It was top of mind when I was reading this part. Page 16 ARTICLE 5, COMMITTEES SECTION 1: EXECUTIVE COMMITTEES item (G) This item might lead to me having to me having to seek a board vote to spend additional funds looking for a more diverse candidate pool, instead of being able to keep spending until we find someone we need. I spoke to Will from CfA the other day and he said they have a rule that at least one of the finalists for any position must be a candidate who is under represented. Maybe we can rewrite this item in the bylaws so that the trigger for the candidate search being over is not "...after there are more people nominated for director than can be elected" but rather a diverse candidate pool. I can try to get the exact language they use from CfA. It seems to have led to a significant diversification of their staff through new hires.

and the issues she brought up in her email to me:

HI Bonnie - A couple of quick thoughts - I am happy to talk through this one evening next week ideally M T W at 5 or later. I have a bunch of questions I'd like to discuss before deciding whether to join the board/ chair it - mostly related to time expectations / current financial status and my capacity to participate. I also hope that whatever ends up happening these questions will be helpful to your planning.

My topline on reading these/ things I'd want to discuss this week: This is a chance to define the organization. While it's common practice for NGOs that don't have an office to use their lawyer's or other "friendly" org as their mailing address I think it's probably best to indicate that this is a primarily virtual org from the beginning and therefore host the publicly accessible docs online. There aren't any hard and fast rules about how to write these bylaws as far as I'm aware- that being said I'm not a lawyer. Are you working with a nonprofit lawyer to review/ establish the c3 or are you doing this by yourself? 5 directors seems like a very small number to me relative to the goals of the organization. Where did the mission come from? How was it developed? Would need to get a sense of the financial structure/ plan - do you have any sort of draft budget? there are a lot of people who've been involved with Hack for LA over the years who could be good board candidates -would want to discuss why more of them aren't on your list. Who is potential treasurer from your list?That is an essential function I think very important to set expectations for board members - participation / attendance/ fundraising.

We then had a subsequent phone conversation

We discussed all the items above

Notes for next steps

• [ ] Get a lawyer to figure out if we can be completely virtual with just a mailing address
• [ ] Go live with 5 board members with a plan to grow to 15 but only 5 are required so that we can have a quorum with 3
• [ ] Create a deck that communicates the values and structure of our organization.
• [ ] Draft Budget
• [ ] Recruit Board Member who will act as Treasurer
• [ ] Define Board Responsibilities (participation / attendance/ fundraising)

Answers to the above questions:

• Q& A
  • Q: Where did the mission come from? How was it developed?
    • A: The mission was derived by looking at what we primarily do now (what is desired by our constituents) and the legal definitions allowed by 501(c)(3). More information will be available via the deck that we are creating that communicates the values and structure of our organization.
  • Q: there are a lot of people who've been involved with Hack for LA over the years who could be good board candidates -would want to discuss why more of them aren't on your list.
    • A: We are in the process of reaching out to members that might be suitable given their availability and interest in the current mission of the org.