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Information for prospective CSL board members

Links: other pages

  • Current board members
  • Archives of board listserv
  • Financial documents
  • Bylaws(pdf)
  • Articles of Incorporation (pdf)
  • Other "internal" documents
  • Links: this page

  • Meeting Times
  • Meeting In Bad Weather
  • Our Non-Profit Purposes
  • Our History
  • Readings
  • Formal Duties of Board Members
  • Minimum Commitments
  • Desired Commitments
  • Broader Role of the Board.
  • Liability
  • Procedure for becoming a Board Member
  • Meeting Times

    We will meet in person in Lowell MA 8:30am at 61 Market St, Lowell MA (Brew'd Awakening):

    		Tuesday 10/25/2011
    		Tuesday 11/22/2011				
    		Tuesday 12/20/2011			
    

    Meeting in bad Weather

    In the event of bad weather, The BOD president move the meeting to conference call.

    Conf Call info:

    	Conference Dial-in Number: (559) 546-1000
    	Access Code: 133247
    

    Our Non-Profit Purposes

    These are the purposes we gave to the State of Massachussetts when we filed for incorporation as a non profit. The last two are standard boilerplate.

    1. To develop, apply and/or host software and computer systems that benefit non­profit organizations and the underserved. Where feasible we will use free or open source software to accomplish these purposes. Our software will be licensed as close as possible to the GNU general public license as feasible.
    2. To contribute to free software as defined by the free software foundation. where that is not practical, contribute to open source software as defined by the open source initiative.
    3. As a means to purposes (1) and (2), to provide training and practical experience.
    4. By our example, we will encourage a culture that measures success based on accomplishment not wealth.
    5. To receive, maintain, and accept as assets of the corporation, any property, whether real, personal, or mixed by way of gift, bequest, devise, or purchase from any person, firm, trust or corporation, to be held, administered, and diposed of exclusively for charitable, religious, educational, and scientific purposes within the meaning of section 501(c)(3) of the internal revenue code, as amended, and in accordance with and pursuant to the provision of these articles of organization; but no gift, bequest, devise, or purchase of any such property shall be received or made and accepted if it is conditioned or limited in such manner as shall require the disposition of income or principal to any organization other than a "charitable organiztion" or for any purposes other than "charitable purposes" which would jeopardize the status of the corporation as an entity exempt from federal income tax pursuant ot the relevant prvisions of the internal revenue code.
    6. To exclusively promote and carry on any other religous, charitable, or educational purposes and activities for which corporations may be organized and operated under the relevant provisions of the internal revenue code, as amended and under the massachusetts nonprofit corporation code. ma soc filing number: 200486157290 date: 09/22/2004 5:45 pm

    Our History

    The CSL started as a group of saturday volunteers working on developing the Lowell Community Technology Consortium's website in December of 1999. ( http://lctc.org ) The original website was hosted by a commercial provider. We made a big leap when the computer science department at UMass Lowell allocated network bandwidth and office space to allow the server provided by LTC to connect directly to the Internet.

    The Community Software Lab become an official distinct project of LTC in July of 2002 with a budget of $8,000.

    In July of 2004 LTC spun the CSL off as a separate entity to pursue a compatible but separate mission less focused on Media and more focused on improving organizational efficiency.

    Readings

    Our website is oriented toward potential users of our services and potential technical volunteers. As a potential board member, your needs are somewhat different. These documents should give you an idea of what it would be like to govern this organization.

    Rethinking Technology in the Non-Profit Arena (5 pages) An article at the Soros foundation website discusses issues that motivate our formation and describes some of the ways we hope to be effective. See non profit purpose (1)

    What is Free Software (4 pages) We believe that using, creating improving and supporting free software is essential to our ability to serve the underserved and to increasing the world's supply of shared wealth. See non profit purpose (2)

    Voluntary Poverty an idea of the Catholic Worker's movement, is an influence for many of us. It is not an idea we have consesus on. It is as close as we have come to figuring out purpose (4)

    Homesteading the Noosphere (35 pgs) As a potential director you should know a bit about the motivations of people you might govern. We wish to create as much as we wish to serve, though if our creation does not serve, we may as well just study poetry or geometry. See non profit purpose (4)

    The clue train manifesto (9 pages) Ninety Five bullet points about the nature of transparent, networked society, its opportunities and the likely fate of those businesses that attempt heirarchy in a hyperlinked world.

    Paul Graham essay on the advantages web applications. It was written on 2001, but is not out of date. For your amusement, there is also a quiz.

    Formal Duties of Board Members

    (Adopted and excerpted from a Habitat For Humanity document "Welcome To the Board")

    As a board member, you must protect the public interest as well as the interest of your organization. The public interest always comes first. Board members are called upon to diligently perform their legal duties:

    Duty of Care: Directors and Officers must perform their responsibilities in good faith and with the same care ordinary persons would use in managing their own affairs. Directors and officers must remain active and informed. The actions of directors and officers must conform to the appropriate standards of business conduct.

    Duty of Loyalty: Directors and officers must act in good faith and in a manner that does not harm the organization to the benefit of the director or officer. Directors and officers must avoid any conflicts of interest or appearances of impropriety.

    Duty of Obedience: Directors and officers must comply with the provisions of the bylaws, the articles of incorporation and the laws of the state. Directors and Officers must safeguard the organizations purposes.

    Corporate Opportunities: As a director, you cannot take advantage of business opportunities that would be of interest to the organization without disclosing the information to the board.

    Minimum Commitments

    This is the minimum we expect from board members when they start a new term.

    As these obligations change, they will apply to each board member as they start a new new term.

    Desired Commitments

    It is not required, but it would be helpful our board members could also:

    Broader Role of the Board.

    Current members have conflicting feelings about a board of directors. We are eager to enjoy the benefits of a board. However, we are apprehensive about the ability of an outside board to appreciate how our purposes and necessarily our methods differ somewhat from those of conventional non-profit.

    To benefit from non-profit, tax exempt status, we need to be a corporation governed by a board of directors. This board accepts legal and ethical responsibility for the conduct of the organizaiton. This responsibility has to come with the power needed to meet the responsibility.

    To prevent the appearance of conflict of interest, Our board needs to be made mostly of people outside the existing organization. Our line between volunteer and contractor is blurred. Many people are receiving compensation for their work. Most of this compensation is in the form of $350 to $800 monthly stipends to cover the rent and food needed for full time work. Because they are recieving personal benefit for their work, existing members can't be considered impartial stewards of our non profit purposes.

    Right now we don't have formal plans past a few weeks. It is also likely that we will benefit from outside objectivity to develop plans and goals that does not exist in the current organization.

    However....

    Our 4th non profit purpose is: By our example, we will encourage a culture that measures success based on accomplishment not wealth. This purpose is not completely compatible with much of conventional non profit management practice.

    Implicit in our articles of incorporation is the decision to offer people much more autonomy in exchange for less money. When people are paid well below their market value, they must be persuaded rather than ordered. This is a feature not a bug.

    We do not expect to pay people based on their value in the broader labor market. We do not expect the board to communicate with the rest of the group through a funnel of professional management. We do not expect to grow so large as to need a hierarchy. (see again the Cluetrain manifesto )

    Again, the board has legal responsibility to govern the organization and the power to meet that responsibility. However it is important that board exercise this power in a way that is compatible with all our purposes. Figuring out this balance is a challenge and opportunity that does not exist on other boards.

    Liability

    A non profit corporation, like a for profit corporation is a fictional person. One reason to incorporate is to limit the personal legal and financial liability of the directors, employees and volunteers of an organization. Nolo Press has information about the the legal status of a non profit corporation.

    Insurance is another method for limiting the risks to the corporation. General Liability insurance protects the corporation against claims of negligence. Directors and Officers insurance protects the board against legal action directed against them personally. (Inconvenient legal action can be brought regardless of its merits) We have neither kind of insurance.

    Our budget is extremely limited. Our work is by its nature not prone to liability. We do not disburse money or tangible assets to the people we serve, have legal employees, do physically or legally dangerous work like construction or child care. Our current board has determined that it is better to provide more services than it is to insurance fewer services. As our budget grows, this policy is likely to change.

    Procedure for becoming a Board Member

    1. Examine the approximately 60 pages of material referenced on this page
    2. Be nominated by an existing board member
    3. email a resume and a cover note to dan@thecsl.org

    Your cover note should say why you want to serve.

    Your nomination will be presented to the existing board for approval and you should have an answer within a week or so. Generally if we ask you to apply, the odds are pretty good that we'll vote to approve your nomination.

    It is awkward to ask skilled and busy people to jump through hoops for the privledge of giving their time away. However, from my 2 years of experience as nominating committee chair for Lowell HFH , People who couldn't get it together enough to dig up a resume, didn't do a great job as board members.