Sustainable NE Seattle

Connecting for a sustainable community

Progress Report on By-laws from our 5th Anniversary Meeting

Our monthly general meeting on May 16, 2013, was both a celebration and an outline for our future.  As part of our planning for the future, Sustainable NE Seattle is applying for 501(c)3 status. The steering committee has been working to come up with by-laws to form a framework for our work together.

For those who couldn't make it, here's a summary of the presentation.

 

›Becoming a 501(c)3 Corporation
We are taking these steps for several reasons:
  • We needed a checking account
  • ›We needed non-profit status (We currently have non-profit status though our fiscal sponsor, but we have to pay them a percentage. )
  • We are starting to acquire assets such as the Tool Library inventory
Filing as a corporation entails certain legal requirements:
  • By-laws
  • Officers and a Board of Directors

Our intention is to add a Board of Directors as an additional layer of structure, without essentially changing the way we operate now. So it's important to understand how we have been making decisions already. How do things get done? 

Distributed Decision-making

The bottom line is that projects get done because people want to do them. It's a kind of democracy in action, or "voting by the feet." One person at the meeting described it with the word "groundswell." The reason is that our mission isn't about "doing" something to, or for, the community, but rather engaging the community in transforming ourselves. We as a community have to be the change we want to see.

The guild model (suggested by Transition) aligns folks with common interest to undertake projects of their choosing. Most things get done through guilds. Our very first project, the first Edible Garden Tour, came out of the Urban Farmers guild. Our latest project, the Tool Library, also functions as its own guild, and even has its own steering committee. Most fundraising is done by guilds for themselves for their own projects. But sometimes projects are initiated by individuals, such as Susan's worm-bin building day, or Keith's sod-busting Saturdays. 

Having projects initiated by the Guilds or by individuals decentralizes the decision making process in a healthy way. We call it a "distributed decision making model."

Ideally, all projects would be initiated and implemented by Guilds. But some level of coordination and cooperation should happen between the guilds, including sharing resources, calendars, etc. Sometimes donations are made to the group as a whole. These reasons imply the need for some kind of coordinating council. 

In reality, Guilds usually need to be kickstarted in order to attract enough people and energy to start doing meaningful projects. For the past five years, the role of coordinating and incubation has been taken on by the "Steering Committee," which usually meets twice a month.

A challenge we face is that newer people assume our organization works the way most things in our culture work: through a top-down hierarchy. They see a well-functioning group with a very full calendar, and assume it is controlled by the steering committee. The current Steering Committee want to change that -- both the perception and the reality -- by continuing to push the initiative for projects out to Guilds and individuals.

The Steering Committee took inspiration from a diagram in Rob Hopkins' Transition Companion, which depicted the current structure of the first Transition initiative in Totnes, UK. They envision their "core group" as a collection of representatives from different sectors, or groups. Their group is large enough to also have a paid staff, depicted by the ring in the lower left. The ring in the lower right is not a Board of Directors, but appears to have some legal status as indicated by the word "Limited."

 

Because of the color of the core group in the book's diagram, our Steering Committee started calling our coordinating structure the "turquoise council." It will probably be called the Steering Council.  It will serve both roles of guild coordination and also fostering new guilds, asking the question "Are all sectors of our community currently being served, and if not, how could they be?" It will also determine resource allocation of any resources (such as they are) that might come to the group as a whole.

The Steering Council will be composed of interested people who are willing to commit their time and energy not just to certain guilds but the overall health and growth of Sustainable NE Seattle. This structure needs to be flexible and will evolve over time, as guilds become increasingly autonomous.

The Board of Directors

The above discussion describes the *operational* structure.  We're now adding a *corporate* structure, which requires officers and a Board of Directors and bylaws.

All for-profit corporations and non-profit corporations have a Board that is distinct from the operational company or organization, and serve different purposes. The Board is responsible for maintaining the corporate form (following laws), and is legally responsible for stewardship of all assets. The board typically reviews budgets but does not make operational decisions.

The plan is to form the Steering Council as the operational unit of the corporation.

Bylaws are meant to describe the governance of the corporation by the Board and its Officers in legally enforceable terms. By-laws do not describe the operational unit of the company or non-profit organization.

In addition to the bylaws, the current Steering Committee plans to draft an "Operation Guide" that describes the actual operation of the group, including the responsibilities and relationships of its components. The Operation Guide does not have to be filed with the state and can be updated as needed.

For these reasons, none of the functional details of the Steering Council or Guilds are mentioned in the bylaws.

Key features of our by-laws as currently drafted

  • We decided to become a "member corporation". "Members" vote for who will serve on the Board. The consensus of the people attending the general meeting on Thursday as that individuals who attend or contribute to events should be called participants, so that the word Member is reserved for people who are officially recognized by the corporation and entitled to vote at Member meetings. (You don't have to be a Member to be a participant.)
  • The requirements to be a (voting) Member include being a King County resident and giving any combination of time, money, or Life Dollars. The intention of these requirements is to preclude any kind of hostile takeover by outside people, without excluding any sincere person due to financial or time restrictions. The geographic limit is King County rather than just NE Seattle because we have contributing participants in Shoreline, Greenlake, and other locations. The actual amounts of time, money or Life Dollars are still TBD, and will be specified in the Operation Guide and on the Member Registration form.
  • Board elections will be staggered (not all replaced at once), with 3 year terms. This ensures continuity while also ensuring that Board Members be periodically re-elected or replaced.
  • The Board elects their own officers every year. Board vacancies are filled by the Board until the next election.
  • Members can call special meetings if necessary.
  • As a result of a suggestion at the Thursday meeting, the requirement will be added that Members cannot vote unless they have been Members for a certain amount of time, (e.g. one month), yet TBD.

The current bylaws draft will be available by email to anyone who requests it from susnesteering@gmail.com.

 

Timeline

  • ›Articles of incorporation were filed June 23, 2011
  • ›Current Officers
    • ›President: Joann Kerr
    • ›Treasurer: Susan Gregory
    • ›Secretary: Thomas Allen
  • ›Bylaws must be filed by Sept 20 (27 mos after filing articles of incorporation)
  • ›First annual member meeting & election of Board: May 2014

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