Member Actions HOWTO
Phillip Kromer
Hi all,
Some members want to bring various proposals to the board and call meetings, and so I want to clarify the actual mechanics of what the operating agreement (http://atxhs.org/wiki/ByLaws) and member handbook (http://atxhs.org/wiki/Policies) are, and of what our community has historically defined as the fair and above-board way we operate. If you’d like to participate earnestly in the governance of the space, this document describes how. If you want to really help, and to gain support for proposals, we really really need operational assistance — teaching classes, leading online meetings, more — please get in touch.
I've put in all the work to document the fine-grained details of how the space is governed — both the rules (what we must or must not do) and the norms (what we aspire to do) that our community expects and which have served us well over the past several years.
This document also explains how a bad actor might leverage edge cases in our Operating Agreement to force a minority opinion on the membership, or just generate a lot of busywork and drama. In that case, the agitators will need to understand all the legal niceties required, so I’ll walk everyone through how to do that. Let me know if there are other maneuvers you're worried someone might execute, or that you would like to execute yourself, and I'll help explain how to do it correctly. If you want us to spend even more time and money, the board can consult the space's lawyer as we did for 90 minutes last night.
More importantly, I hope this also equips community members to call shenanigans out when they happen, and not have it be a they said-they said. Instead I hope you'll say "oh, right, here's what we were warned about — this isn't how we do things". This is also a teachable moment for why we eventually need to replace the hairy 45-page OA that makes lawyers and directors cry, with a simple clean document similar to Dallas Makerspace’s OA. Lastly, as I’ll explain at the end, it’s very unlikely that agitators can actually succeed in having a toxic measure both pass and take effect, and impossible to do both without damaging or likely destroying the community.
The voice of the community is, for me and the rest of the board, the most important factor in our decision making. The voice of the voting members is important, but is not at all the true voice of the community, as I explain in the doc. And neither of them are the only factor for use to consider. Our decisions must be consistent with recommendations of our community’s healthcare professionals; follow the law - federal, state, and local; fulfill the purpose of the organization (as defined in the operating agreement, OA §2.5); prudently defend the financial security of the space; acknowledge the finite team capacity and respect their efforts; and cultivate a thriving community of respect, creativity, and emotional and physical safety. The current crisis raises the stakes significantly.
Quick note on meetings: as you'll see in the doc, it is simply impossible to hold a Special Meeting tonight or tomorrow under §4 of the OA. However, for the people who somehow failed to take advantage of all the earlier ways we've communicated, canvassed opinion, organized advisory boards, etc and yet somehow can't wait until the proper meeting of the community on the first Wednesday of the month, we'll hold an open meeting later this week — details shortly. If the B-Share voters do want to convene a Special Meeting under §4, we've asked them to convoke that on the first Wednesday, given that it's relatively soon and that that's when community members will expect to attend.
Lastly, for an idea of the fallout things like this have on the board:
Just looking at how I alone have spent time over the last 24 hours,
5/18 5-8pm — 7-person board meeting and consultation with lawyer
5/18 8-9pm — Responded to emails in and out of community channels.
5/18 9pm-3:10 am — Researched and drafted this document.
5/19 morning — Lawyer reviewed document at Hackerspace’s expense
5/19 10am-2pm — Incorporated changes, revised document, responded to email threads
That’s time I could have spent setting up Discourse, building a drag pen for the CNC, making PPE, writing up tasks for volunteers who want to help support the space, or many other things I greatly enjoy and which would significantly impact the growth and health of the community. I still have to make time this week to attend both a board meeting and the snap meeting that’s being forced, and spend probably a few hours debating and following the process to remove a person I consider a friend from our community. All those things Ilisted above are now off the table this month, probably into next month.