Bylaws - Revision history

Patrik: /* SECTION 21. OPEN MEETINGS AND MINUTES */

2025-02-28T03:12:29Z

SECTION 21. OPEN MEETINGS AND MINUTES

← Older revision		Revision as of 03:12, 28 February 2025
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	==SECTION 21. OPEN MEETINGS AND MINUTES==		==SECTION 21. OPEN MEETINGS AND MINUTES==
	:(a) Regular and special meetings of the Board shall be open to ~~all Members of any designator listed in Article 3, Section 4 as defined by said designator (“Designator Member”). The Board shall allow any Designator Member to speak at any meeting of~~ the ~~Board except meetings held in executive session or those portions of a meeting held in executive session~~. The Board may adjourn a meeting and reconvene in executive session to discuss and vote on personnel matters, litigation in which the Corporation is or may become involved, or matters relating to the formation of contracts with third parties. The nature of any and all business to be discussed in executive session shall first be announced in open session.		:(a) Regular and special meetings of the Board shall be open to the public. The Board may adjourn a meeting and reconvene in executive session to discuss and vote on personnel matters, litigation in which the Corporation is or may become involved, or matters relating to the formation of contracts with third parties. The nature of any and all business to be discussed in executive session shall first be announced in open session.
	:(b) Minutes of all meetings of the Board, except executive sessions, shall be made available ~~to Designator Members~~ within thirty (30) days of the meeting.		:(b) Minutes of all meetings of the Board, except executive sessions, shall be made available within thirty (30) days of the meeting.

	=ARTICLE 4. OFFICERS=		=ARTICLE 4. OFFICERS=

Patrik: /* SECTION 13. QUORUM FOR MEETINGS */

2025-02-28T03:08:37Z

SECTION 13. QUORUM FOR MEETINGS

← Older revision		Revision as of 03:08, 28 February 2025
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	==SECTION 13. QUORUM FOR MEETINGS==		==SECTION 13. QUORUM FOR MEETINGS==
	A quorum shall consist of a majority of the total number of ~~Active~~ Directors serving on the Board as of the date of the meeting in question.		A quorum shall consist of a majority of the total number of Directors serving on the Board as of the date of the meeting in question.

	The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.		The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.

	==SECTION 14. MAJORITY ACTION AS BOARD ACTION==		==SECTION 14. MAJORITY ACTION AS BOARD ACTION==

Patrik at 02:41, 28 February 2025

2025-02-28T02:41:00Z

← Older revision		Revision as of 02:41, 28 February 2025
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	''This reflects the current version of our bylaws as of ~~February 29~~, ~~2024~~ - see https://omnicommons.org/wiki/Event:~~2024~~/02/~~29_Delegates~~#~~Bylaws_changes''~~		''This reflects the current version of our bylaws as of January 30, 2025 - see https://omnicommons.org/wiki/Event:2025/01/30_Delegates#Bylaw_changes''

	~~''Whenever a group joins or leaves, [[Bylaws#SECTION_4._TERMS_OF_OFFICE_AND_DESIGNATION_OF_DIRECTORS\|3.4]] needs to be updated~~''

	<big><center> OMNI COMMONS </center></big>		<big><center> OMNI COMMONS </center></big>

Patrik: Adopted new Bylaws, doing away with designated delegates. See https://omnicommons.org/wiki/Event:2025/01/30_Delegates

2025-02-28T02:37:04Z

Adopted new Bylaws, doing away with designated delegates. See https://omnicommons.org/wiki/Event:2025/01/30_Delegates

Show changes

Pg: adding Free Store as collective (board vote 2024/10/17 )

2025-01-31T04:29:04Z

adding Free Store as collective (board vote 2024/10/17 )

← Older revision		Revision as of 04:29, 31 January 2025
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	:(f) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Sudo Mesh, a California public benefit corporation.		:(f) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Sudo Mesh, a California public benefit corporation.
	:(g) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Media Lab, a Committee established by a resolution of the Board of the Corporation.		:(g) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Media Lab, a Committee established by a resolution of the Board of the Corporation.
	:(h) This Section may be amended as provided in these bylaws at such time as the Board of Directors resolves to add additional directors and designators or at such time as the Board of Directors resolves to remove directors and designators. All of the designators listed in this Article 3, Section 4 shall be known collectively as the “Designators”.		:(h) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Free Store, a Committee established by a resolution of the Board of the Corporation.
	:(i) A director who misses two consecutive meetings of the board of directors shall be considered Inactive. Inactive directors do not count towards quorum for meetings and cannot vote during a meeting of the board of directors. A director can return to Active status by attending two consecutive meetings of the board of directors.		:(i) This Section may be amended as provided in these bylaws at such time as the Board of Directors resolves to add additional directors and designators or at such time as the Board of Directors resolves to remove directors and designators. All of the designators listed in this Article 3, Section 4 shall be known collectively as the “Designators”.
			:(j) A director who misses two consecutive meetings of the board of directors shall be considered Inactive. Inactive directors do not count towards quorum for meetings and cannot vote during a meeting of the board of directors. A director can return to Active status by attending two consecutive meetings of the board of directors.

	==SECTION 5. COMPENSATION==		==SECTION 5. COMPENSATION==

Patrik: Bylaws changes approved by delegates meeting Feb 29, 2024

2024-03-07T04:25:24Z

Bylaws changes approved by delegates meeting Feb 29, 2024

← Older revision		Revision as of 04:25, 7 March 2024
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	''This reflects the current version of our bylaws as of ~~January 11~~, 2024 - see https://omnicommons.org/wiki/Event:2024/01/~~11_Delegates~~#~~Proposed_bylaw_changes~~''		''This reflects the current version of our bylaws as of February 29, 2024 - see https://omnicommons.org/wiki/Event:2024/02/29_Delegates#Bylaws_changes''

	''Whenever a group joins or leaves, [[Bylaws#SECTION_4._TERMS_OF_OFFICE_AND_DESIGNATION_OF_DIRECTORS\|3.4]] needs to be updated''		''Whenever a group joins or leaves, [[Bylaws#SECTION_4._TERMS_OF_OFFICE_AND_DESIGNATION_OF_DIRECTORS\|3.4]] needs to be updated''
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	:(e) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by East Bay Food Justice Project, a California public benefit corporation.		:(e) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by East Bay Food Justice Project, a California public benefit corporation.
	:(f) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Sudo Mesh, a California public benefit corporation.		:(f) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Sudo Mesh, a California public benefit corporation.
	:(g~~) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Sketchboard, a California public benefit corporation.~~		:(g) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Media Lab, a Committee established by a resolution of the Board of the Corporation.
	~~:(h~~) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Media Lab, a Committee established by a resolution of the Board of the Corporation.		:(h) This Section may be amended as provided in these bylaws at such time as the Board of Directors resolves to add additional directors and designators or at such time as the Board of Directors resolves to remove directors and designators. All of the designators listed in this Article 3, Section 4 shall be known collectively as the “Designators”.
	:(i) This Section may be amended as provided in these bylaws at such time as the Board of Directors resolves to add additional directors and designators or at such time as the Board of Directors resolves to remove directors and designators. All of the designators listed in this Article 3, Section 4 shall be known collectively as the “Designators”.		:(i) A director who misses two consecutive meetings of the board of directors shall be considered Inactive. Inactive directors do not count towards quorum for meetings and cannot vote during a meeting of the board of directors. A director can return to Active status by attending two consecutive meetings of the board of directors.

	==SECTION 5. COMPENSATION==		==SECTION 5. COMPENSATION==
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	==SECTION 13. QUORUM FOR MEETINGS==		==SECTION 13. QUORUM FOR MEETINGS==
	A quorum shall consist of two-thirds (2/3) of the total number of Directors serving on the Board as of the date of the meeting in question.		A quorum shall consist of two-thirds (2/3) of the total number of Active Directors serving on the Board as of the date of the meeting in question.

	The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.		The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.

	==SECTION 14. MAJORITY ACTION AS BOARD ACTION==		==SECTION 14. MAJORITY ACTION AS BOARD ACTION==
	Every act or decision made done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law require a different percentage or different voting rules for approval of a matter by the board.		Every act or decision made done or made by a majority of the Active directors present and voting at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law require a different percentage or different voting rules for approval of a matter by the board. If there are multiple mutually exclusive options to be voted on, voting will be by runoff vote, provided that the winning option still has the support of the majority of the directors voting.

	==SECTION 15. CONDUCT OF MEETINGS==		==SECTION 15. CONDUCT OF MEETINGS==
	Meetings of the Board of Directors shall be presided over by a Chairperson chosen by a majority of the directors present at the meeting or, if no such person has been so designated, the President of the corporation. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, the Board may appoint another person to carry out the duties of the Secretary at any particular Meeting.		:(a) Meetings of the Board of Directors shall be presided over by a Chairperson chosen by a majority of the directors present at the meeting or, if no such person has been so designated, the President of the corporation. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, the Board may appoint another person to carry out the duties of the Secretary at any particular Meeting.
			:(b) Any board meeting may be held by conference telephone, video screen communication, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if both the following apply:
			::(1) Each director participating in the meeting can communicate concurrently with all other directors.
			::(2) Each director is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
			:(c) At the first meeting at which a specific topic is brought up to vote, any Director may table the vote for one week.
			:(d) The President, Executive Director, or Chairperson of the Board can call for a vote on any topic at a meeting of the board of directors, or schedule such vote to be held at the next such meeting.

	==SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING==		==SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING==
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	==SECTION 1. AMENDMENT==		==SECTION 1. AMENDMENT==
	Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, the Articles of Incorporation of the Corporation or these Bylaws, or any of them, may be altered, amended, or repealed and new Articles and/or Bylaws adopted by a vote of one less than the total number of members of the Board of Directors attending a meeting at which quorum is present.		Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, the Articles of Incorporation of the Corporation or these Bylaws, or any of them, may be altered, amended, or repealed and new Articles and/or Bylaws adopted by a vote of one less than the total number of members of the Board of Directors attending a meeting at which quorum is present. Designators and their directors listed in Article 3 Section 4 may be removed by more than 50% of the Active directors present and voting at a meeting at which a quorum is present, provided such Designator had been added within the past 60 days.

	=ARTICLE 11. RESTRICTIONS ON CORPORATE ASSETS=		=ARTICLE 11. RESTRICTIONS ON CORPORATE ASSETS=

Patrik: Updated with Bylaws changes from 1/11/24 delegates meeting

2024-01-16T11:01:00Z

Updated with Bylaws changes from 1/11/24 delegates meeting

← Older revision		Revision as of 11:01, 16 January 2024
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	''This reflects the current version of our bylaws as of ~~September 28~~, ~~2023~~ - see https://omnicommons.org/wiki/Event:~~2023~~/09/~~28_Delegates~~#~~bylaws~~''		''This reflects the current version of our bylaws as of January 11, 2024 - see https://omnicommons.org/wiki/Event:2024/01/11_Delegates#Proposed_bylaw_changes''

	''Whenever a group joins or leaves, [[Bylaws#SECTION_4._TERMS_OF_OFFICE_AND_DESIGNATION_OF_DIRECTORS\|3.4]] needs to be updated''		''Whenever a group joins or leaves, [[Bylaws#SECTION_4._TERMS_OF_OFFICE_AND_DESIGNATION_OF_DIRECTORS\|3.4]] needs to be updated''

Patrik: /* SECTION 4. TERMS OF OFFICE AND DESIGNATION OF DIRECTORS */ Updated to match the current member collectives

2024-01-16T10:59:47Z

SECTION 4. TERMS OF OFFICE AND DESIGNATION OF DIRECTORS: Updated to match the current member collectives

← Older revision		Revision as of 10:59, 16 January 2024
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	:(b) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Sudo Room, a Committee established by a resolution of the Board of the Corporation.		:(b) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Sudo Room, a Committee established by a resolution of the Board of the Corporation.
	:(c) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Liberated Lens Collective, a Committee established by a resolution of the Board of the Corporation.		:(c) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Liberated Lens Collective, a Committee established by a resolution of the Board of the Corporation.
	:(d) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Global Women’s Strike - Omni Collective, a Committee established by a resolution of the Board of the Corporation.		:(d) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Counter Culture Labs, a California public benefit corporation.
	~~:(e~~) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Counter Culture Labs, a California public benefit corporation.		:(e) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by East Bay Food Justice Project, a California public benefit corporation.
	:(f) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by East Bay Food Justice Project, a California public benefit corporation.		:(f) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Sudo Mesh, a California public benefit corporation.
	:(g) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Sudo Mesh, a California public benefit corporation.		:(g) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Sketchboard, a California public benefit corporation.
	:(h) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by ~~Myriad Outreach Project~~, a California public benefit corporation.		:(h) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by Media Lab, a Committee established by a resolution of the Board of the Corporation.
	:(i) At each annual meeting of the Board, one (1) director shall be designated pursuant to Corporations Code Section 5220 by ~~BOGSS~~, a Committee established by a resolution of the Board of the Corporation.		:(i) This Section may be amended as provided in these bylaws at such time as the Board of Directors resolves to add additional directors and designators or at such time as the Board of Directors resolves to remove directors and designators. All of the designators listed in this Article 3, Section 4 shall be known collectively as the “Designators”.
	:(j) This Section may be amended as provided in these bylaws at such time as the Board of Directors resolves to add additional directors and designators or at such time as the Board of Directors resolves to remove directors and designators. All of the designators listed in this Article 3, Section 4 shall be known collectively as the “Designators”.

	==SECTION 5. COMPENSATION==		==SECTION 5. COMPENSATION==

Patrik at 04:46, 12 January 2024

2024-01-12T04:46:47Z

← Older revision		Revision as of 04:46, 12 January 2024
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	''This reflects the current version of our bylaws as of September 28, 2023''		''This reflects the current version of our bylaws as of September 28, 2023 - see https://omnicommons.org/wiki/Event:2023/09/28_Delegates#bylaws''

	''Whenever a group joins or leaves, [[Bylaws#SECTION_4._TERMS_OF_OFFICE_AND_DESIGNATION_OF_DIRECTORS\|3.4]] needs to be updated''		''Whenever a group joins or leaves, [[Bylaws#SECTION_4._TERMS_OF_OFFICE_AND_DESIGNATION_OF_DIRECTORS\|3.4]] needs to be updated''

Patrik at 04:42, 12 January 2024

2024-01-12T04:42:00Z

← Older revision		Revision as of 04:42, 12 January 2024
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	''This reflects the current version of our bylaws as of September ~~1st~~, ~~2022~~''		''This reflects the current version of our bylaws as of September 28, 2023''

	''Whenever a group joins or leaves, [[Bylaws#SECTION_4._TERMS_OF_OFFICE_AND_DESIGNATION_OF_DIRECTORS\|3.4]] needs to be updated''		''Whenever a group joins or leaves, [[Bylaws#SECTION_4._TERMS_OF_OFFICE_AND_DESIGNATION_OF_DIRECTORS\|3.4]] needs to be updated''