Comments on the FreeCulture.org draft bylaws

FreeCulture.org, the student free culture organization, released the second release candidate (RC2) of its bylaws last week. I am a board member of FC.o and was very involved in preparing RC2; I consider it my last effort as a member of the organization. The following is a guide to the draft bylaws, with my comments. This represents solely my opinion and not that of the board or anyone else.

I urge chapters to vote for ratification and approve the draft.

The draft is not perfect, but it is good enough. It is far better to approve the draft we have and fix bugs later, than to continue paralyzed by a lack of clear organization structure.

In addition, the structure in the draft should be more effective than the current structure, including by re-establishing the Core Team and empowering it, and by creating the possibility for organization staff. Volunteer power alone can only get you so far, and even one staffer can greatly enhance the capacity of volunteers.

The draft is very fair to chapters and includes strong protections and rights. The draft indemnifies anyone affiliated with the organization from any liabilities incurred by the organization — it would be tragic for volunteers to get sued and have to defend themselves in court for work they did for the organization.

In addition, having bylaws is a requirement for charitable tax-exempt status, which would improve our ability to fundraise and therefore enhance the capacities of the organization.

Discussion after the jump.

A summary of changes from the status quo:

• The name of the organization will change to “Students for Free Culture” (from “FreeCulture.org”).
• Establishes a statement of purposes and goals for the organization.
• Formalizes the process for chapters to join the organization. The only substantive change to the requirements for membership are:
  • a requirement that each chapter vote in elections for the board of directors
  • an explicit responsibility “not [to] damage or imperil the Organization’s ability to accomplish its mission”
• Establishes a process for removing chapters from the organization (aside from chapters that fail to re-register), or to temporarily suspend chapters.
• Establishes that the board of directors will be elected annually, and procedures for the election, including:
  • Nominations (any member of a chapter and members of the board may make nominations)
  • Eligibility (any member of a chapter and members of the board are eligible to serve on the board)
  • Voting method (preferential voting – specifically, Schultze method; chapters’ votes are weighted equally)
• Establishes that vacancies on the board will be filled with interim elections
• Establishes that the board will have a chair and vice-chair, procedures for selecting the chair and vice-chair, duties and responsibilities of the chair and vice-chair, procedures for removing the chair or vice-chair
• Establishes procedures of the board, including quorum, meetings, minutes, proxy voting, absentee voting, decisions (by majority vote), and that the board will meet at least once a semester
• Establishes duties and responsibilities of the board
• Establishes a removal process and a recall process for board members, and procedures for a board member to resign
• Establishes a Core Team, eligibility for membership, member duties and responsibilities and procedures for removal, a chair and vice-chair and related procedures, and procedures for making decisions (including the Core Team will meet weekly or bi-weekly)
• Establishes that the organization will have a Coordinator, duties and responsibilities, and related procedures — in other words, establishes that the organization may have staff (i.e. salaried)
• Indemnifies anyone affiliated with the organization from liability incurred by the organization
• Establishes a procedure for amending the bylaws (twice annually)
• Establishes a procedure for ratifying the bylaws
• Establishes a procedure for dissolving the organization, and a default distribution of the organization’s assets in the event of dissolution

How were the draft bylaws prepared?
A non-comprehensive summary:

• 2007-01-28: Nelson Pavlosky, FreeCulture.org co-founder and board member, posted a draft on the wiki (with a few edits through early February).
• 2007-05-15: Nelson posts his “crafty plan” for FreeCulture.org on the blog.
• 2007-05-25: Prior to the FreeCulture.org conference, a meeting is held to discuss organizational governance and activities. All board members except Gavin are present, in addition to a number of other students (mostly from Harvard and other Boston schools).
• 2007-07-17: Following discussing on the board mailing list, the board meets to discuss the draft bylaws and a procedure to propose a draft for ratification.
• 2007-07-21: On the blog, Nelson posts the procedure and timeline for ratifying the bylaws. Comments are solicited on the wiki talk page.
• 2007-07-29: First open meeting to discuss the draft bylaws. Decisions are made by consensus of those present.
• 2007-09-09: Nine meetings later, the participants present reach consensus on a draft.
• 2007-09-15: Discussing on the mailing list, the board adds a provision for an additional amendment process following only the initial ratification.
• 2007-09-19: The draft bylaws are released for ratification.

If chapters approve the bylaws, then what?
Then we populate the structures in the bylaws:

• First, an election for a new board of directors. According to Nelson’s “crafty plan”, nominations will be open for a week, followed by a week for voting. (This procedure does not seem to be specified in the bylaws.)
• Someone (presumably the board) will organize meetings for the new Core Team. Members will be added as they join.
• The board will name a Coordinator. (In the absence of a Coordinator, all authority rests with the board.)

Issues not explicitly required in the bylaws, but which the board will doubtless pursue:

• Revising the bylaws.
  • At minimum, the bylaws need to be reviewed by a lawyer.
  • Many of the details in the bylaws are probably better suited for another document of policy, and should be removed from the bylaws. This would serve both to make the bylaws more concise and to improve the flexibility in amending details.
  • There may also be issues which the current bylaws do not currently address, but should.
• Drafting other policies to make governance processes clearer
• Fundraising the cover the organization’s expenses and build its capacity
• When funding is sufficient, hiring a permanent Coordinator to staff the organization and further expand its capacity

Who serves on the current board of directors?
The current board members are listed on the About page:

• Fred Benenson (New York University)
• Nelson Pavlosky (George Mason University School of Law / Swarthmore College alumnus)
• Karen Rustad (Scripps College)
• Elizabeth Stark (Harvard Law School)
• Gavin Baker (University of Florida alumnus)

(I’m listed as “Open Access director,” but this was just a title we invented for the press for the National Day of Action.)

At this time, I do not know which (if any) of the current board members intend to run for re-election (except myself; see below).

What about you?
Well, I’ve graduated (although I intend to return for a later degree at some point). As such, I am no longer a member of my chapter. Under the draft bylaws, I am therefore not a member of Students for Free Culture. At any rate, I don’t think of myself as one; I feel more like an alumnus who’s willing to lend a hand if asked. Therefore, and because I think it is important for students themselves to run the organization, I will not stand for re-election to the board.

The extent of my future involvement will be: I am willing to continue serving the organization in an advisory role. I am interested in establishing an alumni network of others who have graduated. I may be willing to volunteer on specific projects.

Of course, I wish the organization the best.