Proposal: Reset the bylaws changes from March

[Eric Ose]

My proposal is to reset the bylaws to the way they were before the changes on and after March 11, 2025.

Some References:
Bylaws prior to changes
Comparison of changes
Discussion group thread
#committee-bylaws

These changes were made by the board without the involvement of the community. Some members believe these changes create unnecessary barriers, particularly those for proposals and card nominations.

It seems unfair that the current board is saddled with these extensive and controversial bylaw changes. Because these changes were made without community input or discussion it makes sense to rescind them completely rather than addressing them individually via separate proposals and discussions.

Fully one-third of the current content of the bylaws - 1543 words - was added without community involvement during this process.

The additions are too numerous to fully cover here. Key barriers introduced by these changes include 5 additional requirements for proposing new cardholders and delays of up to 49 days before voting on proposals.

The bylaw changes in question are also duplicated or inconsistent with other information on our wiki under Rules, Operational Policies, and How to Run HeatSync Labs. It will be easier to clean up these and other issues if we start by resetting the bylaws.

Eric Ose

Robot Ambassador

It's just an idea until there's a date and time included.

[Linda Krecker]

I’ve been watching and reading all of this. Even before these changes. I’d like to second this proposal whole heartedly. Some amount of resetting, reorganizing, and plain simplifying of the bylaws is in order. 

Linda S K Brett, Ph.D.

Artist  |  Educator

Designing Art Studio

The Art Doc 

Linkedin

botan...@gmail.com

--
You received this message because you are subscribed to the Google Groups "HeatSync Labs" group.
To unsubscribe from this group and stop receiving emails from it, send an email to heatsynclabs...@googlegroups.com.
To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CAEk_gvAnB%2B_Cz0kqCcfBAOwL8Fq0EzPvJd-NA9XfmQicYQqsZw%40mail.gmail.com.

[Luis Montes]

Agree with Linda and Eric.  This makes the most sense.

Once we roll back we could vote together as a group on specific items if any one wants to see any part of the changes back.

Thanks for doing this, Eric.

-Luis

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CAAymWvE1ftWZTMNHJdSgOC8v-SAdPCekqPiFfoFf50OnnQgPbA%40mail.gmail.com.

[SM Newstead]

Maybe we could roll back other large changes too. For example, do-ocracy was added in without community involvement too. We also have bylaws which contradict each other which must be addressed. 

[Jay McGavren]

Everyone reading this, before you form opinions about this proposal, please be sure to look at this link (thank you for providing it, Eric!) with the specific bylaw changes that would be reversed:

https://wiki.heatsynclabs.org/w/index.php?title=Bylaws&diff=6710&oldid=6675

It includes the card access changes that are blocking me personally (and others) from eligibility for several more months. So you'd think I'd be in favor of reverting them, right? And I am not.

With all respect to those supporting this proposal, *I think we need to rethink it*.

The reason is the changes in the "Proposal Process" section, the rules currently governing the submission of this very proposal.

I think these new bylaws closed some very dangerous loopholes in the proposal process at HeatSync. Loopholes that can be used to ram proposals through with no opportunity for member feedback or votes. That could be exploited to undermine our do-ocracy.

We're seeing in society at large what happens when we rely on goodwill and social norms to moderate a government - individuals who don't care about either come in, take over, and exploit the system for their own gain (to everyone's detriment).

Let's learn from the mistakes of others. Let's use the existing proposal process to amend the bylaws into what we want them to be, rather than open a window for dictators (even benevolent ones) to take over.

-Jay

[Eric Ose]

Jay,

You may be missing the that the rules are listed in other places. Having such a lengthy bylaws isn't really ideal. It lists 16 things to consider as part of a proposal. None of those need to be in the bylaws whatsoever.

We will always have this list of things to reference as the cleanup and rewriting commences and useful things can be put in relevant sections of the wiki.

Eric Ose

Robot Ambassador

It's just an idea until there's a date and time included.

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/84c94ffc-9736-4b81-a455-cec2648a7a05n%40googlegroups.com.

[Jay McGavren]

> You may be missing the that the rules are listed in other places.

Are you referring to these?

> > The bylaw changes in question are also duplicated or inconsistent with other information on our wiki under Rules, Operational Policies, and How to Run HeatSync Labs.

Because my assumption is that https://wiki.heatsynclabs.org/wiki/Bylaws supersedes all of those. That in the event of a conflict, https://wiki.heatsynclabs.org/wiki/Bylaws wins.

Are there other sources I'm not aware of?

-Jay

[Eric Ose]

Those at minimum. What loopholes are you referencing?

Since so much was added to the bylaws there are probably other places where they contradict. In fact a lot of it is just duplication. Those will require cleaning up as well. This is part of why I think it fair to remove the parts the community wasn't involved with as a starting point.

Eric Ose

Robot Ambassador

It's just an idea until there's a date and time included.

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/86442b02-1872-4fdf-8932-e2c4c52ca2ean%40googlegroups.com.

[Brett Neese]

Thank you for speaking up Jay. Yes, I encourage everyone before adding their two cents in to read what is being proposed. It sounds good on paper, but it presents an existential risk to the organization.

I realize this won’t make me popular, but for that reason, and that reason alone, I cannot support this - both as a member and a board member. I was elected to represent the entire organization of ~100 odd people, not a vocal minority.

I agree  - and I think the entire board agrees - that the bylaws need a ton of TLC. We’re working on it. We value community input. Please, join us in making the org more transparent, more accountable and more democratic.

Ironically, though, this proposal does the opposite. It makes the board the only backstop that prevents a hostile capture of the entire organization by as few as 4 people and the only thing stopping it is a benevolent board with the power to veto. That’s not something we should risk the organization on, and that’s more power than we should give the board.

Indeed, the bylaws supersede anything else in the wiki. They are the only thing remotely legally enforced. For that reason they need to be cherished, loved, and include anything we as a community care deeply about. Otherwise it’s just custom and the board is under no obligation to respect it. That’s exactly what got us into this mess in the first place.

Brett

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/86442b02-1872-4fdf-8932-e2c4c52ca2ean%40googlegroups.com.

[Luis Montes]

We ran for almost 16 years without the 2025 changes.

We can always add things back in, but the point is that we should vote on what we want back in.

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CALOuO4MKqO33Msc0ndd%2BkjpXOn9zbj8wmiBU%3DhXCJ7c2PVfg7g%40mail.gmail.com.

[Brett Neese]

Why does it have to be done in that order and not the other way around? 

Proposing a well-researched and thoughtfully considered set of changes that has been well vetted with a majority or supermajority of the membership and that also responds to the concerns raised by the previous board, some of which I’ve outlined here, seems like a far more sensible, transparent and democratic path than “let’s remove all the protections preventing our organization from capture and force the board, who may not respect our customs and norms, to intervene.” 

I know y’all don’t want a “nanny board,” and neither do I. Let’s fix it, rather than thrashing from one side to another. Frankly, it shouldn’t be as easy as it was for the last board to change the bylaws and it shouldn’t be this easy (albeit harder than it was before!) to undo it. It should take time, energy and care.

And sorry, no, I don’t buy the “it worked for 16 years.” The world is changing fast. The organization needs to evolve to keep up. What worked yesterday may not work today (especially when part of yesterday was a worldwide pandemic and a $50K grant to keep the doors open that we lived on for years, so I’m told. We’re actually very close to an all time high in memberships, which I think is just fantastic given the last 5 years.)

Brett

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CA%2B%3DVRdDAYwNnTmU2wO6W1Y9sxS4kPJ9V_CSDubkj4fGA72YOWQ%40mail.gmail.com.

[Luis Montes]

I suppose it doesn't have to be done in exactly that order. We can tweak this.

How about appending this:  https://groups.google.com/g/heatsynclabs/c/8j-YQJp2NPA/m/IxEDzMRYFQAJ on top of the currently proposed rollback.  It simply prevents the board from making bylaw changes without an HYH vote.

The last board even approved it.

You're worried about having as few as 4 people make important changes. I'm also worried about having just 3 board members making significant bylaw changes without community involvement again.

There is nothing stopping you from immediately making proposals you think are important.  You'll be that much closer to a clean slate to do it right this time.

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CALOuO4N1X%2Bno2qZhf3bURPC%2BC_UE28f9dszR4GFfjkGDzj4xcw%40mail.gmail.com.

[Brett Neese]

I can tell you that the board considers that as good law as the rest of the bylaws. We did want to gather input from those who voted for it - it’s missing any indicators as to the exact verbiage - but we have already been working under the assumption that was already the case, and I at least support going above and beyond that if and when there are changes to propose. 

We have received the needed input this week and I had planned on adding that to the official bylaws but I didn’t have access and I wanted to be fully transparent about the “official” change on the wiki.” (We also wanted to take an internal poll to make sure we all agreed on the exact wording.)

But actually, other than that, which is already good law, and clarifying some of the legal language and contradictions (I don’t think there’s anyone who will disagree that our bylaws shouldn’t be self-contradictory), we don’t as of yet have any grand plans like the previous board. 

I think we all agree though that the last board wayyyy overcorrected, and both David and I are both affected by the 6 month lockout rule which we all think is overboard (but we wanted to wait until we were keyed members to propose changes to it, to avoid allegations of impropriety.) I just personally don’t think the response should be to swing in the opposite direction.

Brett

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CA%2B%3DVRdBTe-xore8AaS6K5iHsG9io0QwBZ6ueT8vQdfZOSvVYXg%40mail.gmail.com.

[David Lang]

On Thu, 6 Nov 2025, SM Newstead wrote:

> Maybe we could roll back other large changes too. For example, do-ocracy
> was added in without community involvement too. We also have bylaws which
> contradict each other which must be addressed.

which ones contradict each other?

personally, I think throwing everything out is throwing out the baby with the
bathwater. It will also throw out the requirement for HYH votes for bylaw
changes for example

I think it's bettter to move forward changing specific issues rather than having
multiple dueling proposals to get voted on.

I don't buy that critical things like voting rules should not be in the bylaws
but should be in some other document with the intent of making them easier to
change, etc

David Lang

> On Thursday, November 6, 2025 at 8:13:13 PM UTC-7 monteslu wrote:
>
>> Agree with Linda and Eric. This makes the most sense.
>>
>> Once we roll back we could vote together as a group on specific items if
>> any one wants to see any part of the changes back.
>>
>> Thanks for doing this, Eric.
>>
>> -Luis
>>
>>
>> On Thu, Nov 6, 2025 at 8:09 PM Linda Krecker <botan...@gmail.com> wrote:
>>
>>> I’ve been watching and reading all of this. Even before these changes.
>>> I’d like to second this proposal whole heartedly. Some amount of resetting,
>>> reorganizing, and plain simplifying of the bylaws is in order.
>>>
>>> Linda S K Brett, Ph.D.
>>> Artist | Educator

>>> Designing Art Studio <http://www.designingartstudio.com>
>>> The Art Doc <http://www.theartdoc.com>
>>> Linkedin <http://www.linkedin.com/in/lindabrett>
>>> *botan...@gmail.com*

>>>
>>>
>>> On Thu, Nov 6, 2025 at 7:51 PM Eric Ose <eric...@gmail.com> wrote:
>>>
>>>> My proposal is to reset the bylaws to the way they were before the
>>>> changes on and after March 11, 2025.
>>>>
>>>> Some References:
>>>> Bylaws prior to changes

>>>> <https://wiki.heatsynclabs.org/w/index.php?title=Bylaws&oldid=6675>
>>>> Comparison of changes
>>>> <https://wiki.heatsynclabs.org/w/index.php?title=Bylaws&diff=6710&oldid=6675>
>>>> Discussion group thread
>>>> <https://groups.google.com/g/heatsynclabs/c/jiRE4bWlAXg/>
>>>> #committee-bylaws <https://heatsynclabs.slack.com/archives/C08KRHRMH8Q>

>>>>
>>>> These changes were made by the board without the involvement of the
>>>> community. Some members believe these changes create unnecessary barriers,
>>>> particularly those for proposals and card nominations.
>>>>
>>>> It seems unfair that the current board is saddled with these extensive
>>>> and controversial bylaw changes. Because these changes were made without
>>>> community input or discussion it makes sense to rescind them completely
>>>> rather than addressing them individually via separate proposals and
>>>> discussions.
>>>>
>>>> Fully one-third of the current content of the bylaws - 1543 words - was
>>>> added without community involvement during this process.
>>>>
>>>> The additions are too numerous to fully cover here. Key barriers
>>>> introduced by these changes include 5 additional requirements for proposing
>>>> new cardholders and delays of up to 49 days before voting on proposals.
>>>>
>>>> The bylaw changes in question are also duplicated or inconsistent with
>>>> other information on our wiki under Rules

>>>> <https://wiki.heatsynclabs.org/wiki/Rules>, Operational Policies
>>>> <https://wiki.heatsynclabs.org/wiki/Operational_Policies>, and How to
>>>> Run HeatSync Labs
>>>> <https://wiki.heatsynclabs.org/wiki/How_to_Run_HeatSync_Labs>. It will

>>>> be easier to clean up these and other issues if we start by resetting the
>>>> bylaws.
>>>>
>>>>
>>>> Eric Ose

>>>> Robot Ambassador <https://www.azrobotambassador.com/>

>>>> It's just an idea until there's a date and time included.
>>>>
>>>> --
>>>> You received this message because you are subscribed to the Google
>>>> Groups "HeatSync Labs" group.
>>>> To unsubscribe from this group and stop receiving emails from it, send
>>>> an email to heatsynclabs...@googlegroups.com.
>>>> To view this discussion visit
>>>> https://groups.google.com/d/msgid/heatsynclabs/CAEk_gvAnB%2B_Cz0kqCcfBAOwL8Fq0EzPvJd-NA9XfmQicYQqsZw%40mail.gmail.com

>>>> <https://groups.google.com/d/msgid/heatsynclabs/CAEk_gvAnB%2B_Cz0kqCcfBAOwL8Fq0EzPvJd-NA9XfmQicYQqsZw%40mail.gmail.com?utm_medium=email&utm_source=footer>
>>>> .

>>>>
>>> --
>>> You received this message because you are subscribed to the Google Groups
>>> "HeatSync Labs" group.
>>> To unsubscribe from this group and stop receiving emails from it, send an
>>> email to heatsynclabs...@googlegroups.com.
>>>
>> To view this discussion visit

>>> https://groups.google.com/d/msgid/heatsynclabs/CAAymWvE1ftWZTMNHJdSgOC8v-SAdPCekqPiFfoFf50OnnQgPbA%40mail.gmail.com
>>> <https://groups.google.com/d/msgid/heatsynclabs/CAAymWvE1ftWZTMNHJdSgOC8v-SAdPCekqPiFfoFf50OnnQgPbA%40mail.gmail.com?utm_medium=email&utm_source=footer>
>>> .
>>>
>>
>
>

[David Lang]

So this makes three people (Jay, Brett and I) who are prevented from getting key
cards by the 6 month limit that all oppose throwing out the limit entirely (at
least at this point)

the fact that that limit is being used as a major justifiction for throwing all
changes out and three people who would directly benefit from it are opposing the
change is noteworthy.

David Lang

On Fri, 7 Nov 2025, Brett Neese wrote:

> Date: Fri, 7 Nov 2025 00:08:42 -0700
> From: Brett Neese <br...@neese.rocks>
> Reply-To: heatsy...@googlegroups.com
> To: heatsy...@googlegroups.com
> Subject: Re: [HSL] Proposal: Reset the bylaws changes from March

>>>>> but *it presents an existential risk to the organization.*

>>>>>
>>>>> I realize this won’t make me popular, but for that reason, and that
>>>>> reason alone, I cannot support this - both as a member and a board member.
>>>>> I was elected to represent the entire organization of ~100 odd people, not
>>>>> a vocal minority.
>>>>>
>>>>> I agree - and I think the entire board agrees - that the bylaws need a
>>>>> ton of TLC. We’re working on it. We value community input. Please, join us
>>>>> in making the org more transparent, more accountable and more democratic.
>>>>>

>>>>> *Ironically, though, this proposal does the opposite.* It makes the
>>>>> board *the only backstop that prevents a hostile capture of the entire
>>>>> organization by as few as 4 people* and the only thing stopping it is

>>>>> a benevolent board with the power to veto. That’s not something we should
>>>>> risk the organization on, and that’s more power than we should give the
>>>>> board.
>>>>>
>>>>> Indeed, the bylaws supersede anything else in the wiki. They are the
>>>>> only thing remotely legally enforced. For that reason they need to be
>>>>> cherished, loved, and include anything we as a community care deeply about.
>>>>> Otherwise it’s just custom and the board is under no obligation to respect

>>>>> it. *That’s exactly what got us into this mess in the first place*.

>>>>>
>>>>> Brett
>>>>>
>>>>> On Thu, Nov 6, 2025 at 10:27 PM Jay McGavren <j...@mcgavren.com> wrote:
>>>>>
>>>>>>> You may be missing the that the rules are listed in other places.
>>>>>>
>>>>>> Are you referring to these?
>>>>>>
>>>>>>>> The bylaw changes in question are also duplicated or inconsistent

>>>>>> with other information on our wiki under Rules
>>>>>> <https://wiki.heatsynclabs.org/wiki/Rules>, Operational Policies

>>>>>> <https://wiki.heatsynclabs.org/wiki/Operational_Policies>, and How to
>>>>>> Run HeatSync Labs
>>>>>> <https://wiki.heatsynclabs.org/wiki/How_to_Run_HeatSync_Labs>.

>>>>>>
>>>>>> Because my assumption is that
>>>>>> https://wiki.heatsynclabs.org/wiki/Bylaws supersedes all of those.
>>>>>> That in the event of a conflict,
>>>>>> https://wiki.heatsynclabs.org/wiki/Bylaws wins.
>>>>>>
>>>>>> Are there other sources I'm not aware of?
>>>>>>
>>>>>> -Jay
>>>>>>
>>>>>> On Thursday, November 6, 2025 at 11:16:38 PM UTC-6 Eric wrote:
>>>>>>
>>>>>>> Jay,
>>>>>>> You may be missing the that the rules are listed in other places.
>>>>>>> Having such a lengthy bylaws isn't really ideal. It lists 16 things to
>>>>>>> consider as part of a proposal. None of those need to be in the bylaws
>>>>>>> whatsoever.
>>>>>>>
>>>>>>> We will always have this list of things to reference as the cleanup
>>>>>>> and rewriting commences and useful things can be put in relevant sections
>>>>>>> of the wiki.
>>>>>>>
>>>>>>> Eric Ose

>>>>>>> Robot Ambassador <https://www.azrobotambassador.com/>

>>>>>>>>>> Designing Art Studio <http://www.designingartstudio.com>
>>>>>>>>>> The Art Doc <http://www.theartdoc.com>
>>>>>>>>>> Linkedin <http://www.linkedin.com/in/lindabrett>
>>>>>>>>>> *botan...@gmail.com*
>>>>>>>>>>
>>>>>>>>>>

>>>>>>>>>> On Thu, Nov 6, 2025 at 7:51 PM Eric Ose <eric...@gmail.com> wrote:
>>>>>>>>>>
>>>>>>>>>>> My proposal is to reset the bylaws to the way they were before
>>>>>>>>>>> the changes on and after March 11, 2025.
>>>>>>>>>>>
>>>>>>>>>>> Some References:
>>>>>>>>>>> Bylaws prior to changes

>>>>>>>>>>> <https://wiki.heatsynclabs.org/w/index.php?title=Bylaws&oldid=6675>
>>>>>>>>>>> Comparison of changes
>>>>>>>>>>> <https://wiki.heatsynclabs.org/w/index.php?title=Bylaws&diff=6710&oldid=6675>
>>>>>>>>>>> Discussion group thread
>>>>>>>>>>> <https://groups.google.com/g/heatsynclabs/c/jiRE4bWlAXg/>
>>>>>>>>>>> #committee-bylaws
>>>>>>>>>>> <https://heatsynclabs.slack.com/archives/C08KRHRMH8Q>
>>>>>>>>>>>

>>>>>>>>>>> These changes were made by the board without the involvement of
>>>>>>>>>>> the community. Some members believe these changes create unnecessary
>>>>>>>>>>> barriers, particularly those for proposals and card nominations.
>>>>>>>>>>>
>>>>>>>>>>> It seems unfair that the current board is saddled with these
>>>>>>>>>>> extensive and controversial bylaw changes. Because these changes were made
>>>>>>>>>>> without community input or discussion it makes sense to rescind them
>>>>>>>>>>> completely rather than addressing them individually via separate proposals
>>>>>>>>>>> and discussions.
>>>>>>>>>>>
>>>>>>>>>>> Fully one-third of the current content of the bylaws - 1543 words
>>>>>>>>>>> - was added without community involvement during this process.
>>>>>>>>>>>
>>>>>>>>>>> The additions are too numerous to fully cover here. Key barriers
>>>>>>>>>>> introduced by these changes include 5 additional requirements for proposing
>>>>>>>>>>> new cardholders and delays of up to 49 days before voting on proposals.
>>>>>>>>>>>
>>>>>>>>>>> The bylaw changes in question are also duplicated or inconsistent

>>>>>>>>>>> with other information on our wiki under Rules
>>>>>>>>>>> <https://wiki.heatsynclabs.org/wiki/Rules>, Operational Policies

>>>>>>>>>>> <https://wiki.heatsynclabs.org/wiki/Operational_Policies>, and How
>>>>>>>>>>> to Run HeatSync Labs
>>>>>>>>>>> <https://wiki.heatsynclabs.org/wiki/How_to_Run_HeatSync_Labs>.

>>>>>>>>>>> It will be easier to clean up these and other issues if we start by
>>>>>>>>>>> resetting the bylaws.
>>>>>>>>>>>
>>>>>>>>>>>
>>>>>>>>>>> Eric Ose

>>>>>>>>>>> Robot Ambassador <https://www.azrobotambassador.com/>

>>>>>>>>>>> It's just an idea until there's a date and time included.
>>>>>>>>>>>
>>>>>>>>>>> --
>>>>>>>>>>> You received this message because you are subscribed to the
>>>>>>>>>>> Google Groups "HeatSync Labs" group.
>>>>>>>>>>> To unsubscribe from this group and stop receiving emails from it,
>>>>>>>>>>> send an email to heatsynclabs...@googlegroups.com.
>>>>>>>>>>> To view this discussion visit
>>>>>>>>>>> https://groups.google.com/d/msgid/heatsynclabs/CAEk_gvAnB%2B_Cz0kqCcfBAOwL8Fq0EzPvJd-NA9XfmQicYQqsZw%40mail.gmail.com

>>>>>>>>>>> <https://groups.google.com/d/msgid/heatsynclabs/CAEk_gvAnB%2B_Cz0kqCcfBAOwL8Fq0EzPvJd-NA9XfmQicYQqsZw%40mail.gmail.com?utm_medium=email&utm_source=footer>
>>>>>>>>>>> .

>>>>>>>>>>>
>>>>>>>>>> --
>>>>>>>>>> You received this message because you are subscribed to the Google
>>>>>>>>>> Groups "HeatSync Labs" group.
>>>>>>>>>> To unsubscribe from this group and stop receiving emails from it,
>>>>>>>>>> send an email to heatsynclabs...@googlegroups.com.
>>>>>>>>>>
>>>>>>>>> To view this discussion visit

>>>>>>>>>> https://groups.google.com/d/msgid/heatsynclabs/CAAymWvE1ftWZTMNHJdSgOC8v-SAdPCekqPiFfoFf50OnnQgPbA%40mail.gmail.com
>>>>>>>>>> <https://groups.google.com/d/msgid/heatsynclabs/CAAymWvE1ftWZTMNHJdSgOC8v-SAdPCekqPiFfoFf50OnnQgPbA%40mail.gmail.com?utm_medium=email&utm_source=footer>
>>>>>>>>>> .

>>>>>>>>>>
>>>>>>>>> --
>>>>>>>> You received this message because you are subscribed to the Google
>>>>>>>> Groups "HeatSync Labs" group.
>>>>>>>> To unsubscribe from this group and stop receiving emails from it,
>>>>>>>> send an email to heatsynclabs...@googlegroups.com.
>>>>>>>>
>>>>>>> To view this discussion visit

>>>>>>>> https://groups.google.com/d/msgid/heatsynclabs/84c94ffc-9736-4b81-a455-cec2648a7a05n%40googlegroups.com
>>>>>>>> <https://groups.google.com/d/msgid/heatsynclabs/84c94ffc-9736-4b81-a455-cec2648a7a05n%40googlegroups.com?utm_medium=email&utm_source=footer>
>>>>>>>> .

>>>>>>>>
>>>>>>> --
>>>>>> You received this message because you are subscribed to the Google
>>>>>> Groups "HeatSync Labs" group.
>>>>>> To unsubscribe from this group and stop receiving emails from it, send
>>>>>> an email to heatsynclabs...@googlegroups.com.
>>>>>> To view this discussion visit

>>>>>> https://groups.google.com/d/msgid/heatsynclabs/86442b02-1872-4fdf-8932-e2c4c52ca2ean%40googlegroups.com
>>>>>> <https://groups.google.com/d/msgid/heatsynclabs/86442b02-1872-4fdf-8932-e2c4c52ca2ean%40googlegroups.com?utm_medium=email&utm_source=footer>
>>>>>> .

>>>>>>
>>>>> --
>>>>> You received this message because you are subscribed to the Google
>>>>> Groups "HeatSync Labs" group.
>>>>> To unsubscribe from this group and stop receiving emails from it, send
>>>>> an email to heatsynclabs...@googlegroups.com.
>>>>>
>>>> To view this discussion visit

>>>>> https://groups.google.com/d/msgid/heatsynclabs/CALOuO4MKqO33Msc0ndd%2BkjpXOn9zbj8wmiBU%3DhXCJ7c2PVfg7g%40mail.gmail.com
>>>>> <https://groups.google.com/d/msgid/heatsynclabs/CALOuO4MKqO33Msc0ndd%2BkjpXOn9zbj8wmiBU%3DhXCJ7c2PVfg7g%40mail.gmail.com?utm_medium=email&utm_source=footer>
>>>>> .

>>>>>
>>>> --
>>>> You received this message because you are subscribed to the Google
>>>> Groups "HeatSync Labs" group.
>>>> To unsubscribe from this group and stop receiving emails from it, send
>>>> an email to heatsynclabs...@googlegroups.com.
>>>> To view this discussion visit

>>>> https://groups.google.com/d/msgid/heatsynclabs/CA%2B%3DVRdDAYwNnTmU2wO6W1Y9sxS4kPJ9V_CSDubkj4fGA72YOWQ%40mail.gmail.com
>>>> <https://groups.google.com/d/msgid/heatsynclabs/CA%2B%3DVRdDAYwNnTmU2wO6W1Y9sxS4kPJ9V_CSDubkj4fGA72YOWQ%40mail.gmail.com?utm_medium=email&utm_source=footer>
>>>> .

>>>>
>>> --
>>> You received this message because you are subscribed to the Google Groups
>>> "HeatSync Labs" group.
>>> To unsubscribe from this group and stop receiving emails from it, send an
>>> email to heatsynclabs...@googlegroups.com.
>>>
>> To view this discussion visit

>>> https://groups.google.com/d/msgid/heatsynclabs/CALOuO4N1X%2Bno2qZhf3bURPC%2BC_UE28f9dszR4GFfjkGDzj4xcw%40mail.gmail.com
>>> <https://groups.google.com/d/msgid/heatsynclabs/CALOuO4N1X%2Bno2qZhf3bURPC%2BC_UE28f9dszR4GFfjkGDzj4xcw%40mail.gmail.com?utm_medium=email&utm_source=footer>
>>> .

>>>
>> --
>> You received this message because you are subscribed to the Google Groups
>> "HeatSync Labs" group.
>> To unsubscribe from this group and stop receiving emails from it, send an
>> email to heatsynclabs...@googlegroups.com.
>> To view this discussion visit

>> https://groups.google.com/d/msgid/heatsynclabs/CA%2B%3DVRdBTe-xore8AaS6K5iHsG9io0QwBZ6ueT8vQdfZOSvVYXg%40mail.gmail.com
>> <https://groups.google.com/d/msgid/heatsynclabs/CA%2B%3DVRdBTe-xore8AaS6K5iHsG9io0QwBZ6ueT8vQdfZOSvVYXg%40mail.gmail.com?utm_medium=email&utm_source=footer>
>> .
>>
>
>

[Luis Montes]

The removal of the 6 month wait is a good side effect, but the major justification is the fact that the changes were made without community input.

The one change made since community push back on those changes was to not allow the board to change bylaws without an HYH vote.  I'd love to see that make it back in, perhaps even as part of this proposal as I mentioned earlier in the thread.

[SM Newstead]

According to AI: 

Contradiction 1: The Locus of Final Authority

This is the central conflict. The bylaws establish two different bodies as the ultimate arbiter of policy.

• On one hand, Article 2, Section 1 states: "HSL shall be governed by a body of officers henceforth known as the Board of Directors. The Board of Directors shall exercise authority to enact its decisions upon the membership."

  • Interpretation: This is an unambiguous statement of a standard corporate governance model. The legally constituted board has the authority.

• On the other hand, Article 6 ("PROPOSAL PROCESS") states: "Any active, paying/scholarship member may submit a proposal... A proposal passes with a majority vote of those voting... The proposer is responsible for overseeing the implementation of an approved proposal."

  • Interpretation: This establishes a system of direct legislative power for the general membership, where any member can create binding policy through a vote at an HYH meeting.

The Contradiction: Who has the final say? Is it the Board, as stated in Article 2, or the members present at an HYH meeting, as codified in Article 6? An organization cannot have two final authorities. This structural conflict is the source of the constant power struggles.

---

Contradiction 2: The Power to Enforce vs. The Power to Overrule

This contradiction neuters the board's ability to ensure member safety and enforce the Code of Conduct.

• On one hand, Article 7.6 grants the board power: "If a community member is reported to engage in unacceptable behavior, the board will investigate and may take any action they deem appropriate... up to and including a temporary ban or permanent expulsion..."

  • Interpretation: The board has the responsibility and authority to investigate and sanction members for cause.

• On the other hand, Article 7.8 revokes that power: "...you should notify the HeatSync Labs Board with a concise description of your grievance... The board will not review grievances. A committee consisting of one board member, three members randomly drawn from the members present at the next Hack Your Hackerspace... shall review the evidence... The committee shall either uphold, revoke, or modify the punishment allotted by the board."

  • Interpretation: A randomly selected, ad-hoc committee with no legal standing or long-term accountability can unilaterally overturn a decision made by the fiduciarily responsible board.

The Contradiction: The board has the responsibility to enforce the Code of Conduct but lacks the final authority to do so. This makes meaningful enforcement impossible and creates a system where disciplinary actions are subject to a populist vote, undermining the very concept of a consistent and impartial Code of Conduct.

---

Contradiction 3: The Mandate for Governance vs. The Mandate for Inaction

This is a practical contradiction that makes effective board oversight impossible.

• On one hand, Article 2 establishes the Board as the governing body with significant responsibilities (financial approvals, officer elections, etc.).

  • Interpretation: The board is expected to be an active, engaged leadership body.

• On the other hand, Article 2, Section 9 states: "The Board of Directors shall convene once a year... to conduct business and enact decisions..."

  • Interpretation: The board is mandated to be almost entirely dormant, meeting only annually.

The Contradiction: The bylaws assign the board the duties of an active executive body while simultaneously commanding it to operate like a ceremonial one. A board that meets once a year cannot possibly provide the consistent financial oversight and strategic direction required to run a physical space with a monthly budget. This forces the HYH meeting to fill the power vacuum, perpetuating the cycle of chaotic, un-strategic governance.

You received this message because you are subscribed to a topic in the Google Groups "HeatSync Labs" group.
To unsubscribe from this topic, visit https://groups.google.com/d/topic/heatsynclabs/l6jovvvV6KY/unsubscribe.
To unsubscribe from this group and all its topics, send an email to heatsynclabs...@googlegroups.com.
To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CA%2B%3DVRdDQwrPyPqa45O29OXUUbjRmvqF08qWZ_7-3CCuybU_c1g%40mail.gmail.com.

[Luis Montes]

this changes a bit with my proposal of requiring the HYH vote.

But let's fix these.  As a group.

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CAGmYP1R8CAomAwJjq1dYxU1JjB6u0PPZ6%3DVe7bj%3DEFi35vbe-Q%40mail.gmail.com.

[SM Newstead]

Yes, let's have a constitutional convention. 

And another analysis of the board's legal requirements:

Introduction

The Fiduciary Duties of a nonprofit director are not suggestions. They are the legal standard to which you are held. Failure to meet them can expose the organization to legal risk and, in some cases, expose individual directors to personal liability.

The following is a specific, actionable translation of these duties applied directly to the known challenges at HeatSync Labs.

1. The Duty of Care (The Duty of Prudence)

• Vague Definition: "Act as a reasonably prudent person would."

• Specific, Non-Negotiable HSL Action: This duty is about competence and diligence. Given that HSL is "in the red every month," the board's inaction is a clear breach of this duty.

  • Failure of this Duty:

    • Not reading the monthly Profit & Loss (P&L) and Balance Sheet.

    • Attending the (current) single board meeting per year.

    • Allowing the organization to operate without a formal, board-approved annual budget.

    • Failing to ask the Treasurer, "Why are we in the red, and what is the plan to fix it?"

    • Allowing a "do-ocracy" to exist, as this informal system prevents any prudent, long-term financial planning.

  • Fulfillment of this Duty:

    • Mandating monthly board meetings, as proposed in the new bylaws.

    • Formally reviewing the P&L at every single meeting.

    • Debating, amending, and formally voting to approve an annual budget that aims for, at minimum, break-even.

    • Actively monitoring the budget-to-actuals. If a "do-ocracy" vote at an HYH meeting proposes spending $2,000 on a new tool when the budget is $0, the Board has a Duty of Care to veto that expenditure.

2. The Duty of Loyalty (The Duty of Faithfulness)

• Vague Definition: "Act in the best interest of the organization, not yourself."

• Specific, Non-Negotiable HSL Action: This duty is about conflicts of interest and the integrity of decision-making. It is the direct antidote to the negative aspects of the "do-ocracy,” where individuals get what they want at the expense of others.

  • Failure of this Duty:

    • A board member using their position to push a pet project that benefits them personally (e.g., buying a tool only they will use) at the expense of more critical needs (e.g., making rent).

    • Voting to approve a "Card Access" for a personal friend who does not meet the 6-month requirement. This puts the director's personal loyalty above the organization's interest in security.

    • A board member who teaches workshops taking an HSL corporate sponsorship opportunity and redirecting it to their own private business.

    • Any director engaging in a "self-dealing" transaction (e.g., the board voting to pay a director's company for a service) without a formal disclosure and recusal, as defined in your bylaws (Article 3).

  • Fulfillment of this Duty:

    • Strictly adhering to the "Interested Persons" (Conflict of Interest) policy in your bylaws.

    • When a decision is made, the only question a board member should ask is, "What is best for the long-term health of HeatSync Labs?"—not "What is best for me?" or "What is best for my friend?"

    • Refusing to allow any member, including other board members, to use the "do-ocracy" as a shield to consume organizational resources for personal gain.

3. The Duty of Obedience (The Duty of Purpose)

• Vague Definition: "Follow the mission, bylaws, and laws."

• Specific, Non-Negotiable HSL Action: This is the most critical and most-violated duty in your current situation. The board is actively failing its Duty of Obedience by abdicating its legal authority.

  • Failure of this Duty:

    • Failing to govern: Your bylaws (Article 2) command the board to govern. By allowing a parallel, chaotic "HYH" governance system (Article 6) to run the organization into the ground, the board is disobeying its primary legal mandate to be the final authority.

    • Failing to file: Not filing the annual IRS Form 990, which would result in the revocation of your 501(c)(3) status.

    • Failing to enforce: Allowing the Code of Conduct (Article 7) to be violated without consequence, or worse, allowing the board's enforcement to be overruled by a random committee (Article 7.8). This exposes HSL to massive liability.

    • Failing the mission: By allowing financial instability, the board is failing to ensure the organization can continue to "provide a physical space," which is its core purpose (Article 1).

  • Fulfillment of this Duty:

    • This duty compels the board to take action. It legally requires you to resolve the bylaw contradictions.

    • It requires you to file the Form 990 on time, every year.

    • It requires the board to be the final, non-appealable authority on Code of Conduct enforcement to protect the organization and its members.

    • It requires the board to stop the financial bleeding and take the necessary (even if unpopular) steps to ensure the organization's survival.

Conclusion:

These duties are not vague. They are a legal and ethical mandate. A board that meets once a year, has no budget, and allows its authority to be superseded by an informal, chaotic vote is failing in all three duties. The turnaround plan we have discussed is not merely a good idea; it is a necessary corrective action to bring the board back into compliance with its fundamental legal obligations.

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CA%2B%3DVRdAj553OhDn8kjCDFCUa-VX_wKDWH0cR7oTmkWV%3DqVW50g%40mail.gmail.com.

[SM Newstead]

Furthermore, be aware that the advocacy for democracy here (HYH, consensus, etc) is at odds with the do-ocracy model (which we never agreed to have in the last ten years I have been at HSL). If we are going to be a democracy, it needs to be defined. If we are going to be a do-ocracy, it needs to be defined (doesn't apply to certain things, like electrical modifications, for example). If we are going to let the board have the final say since WE are legally responsible for everything that happens, we need to codify it as such. Only five of us can be sued and are insured against bad things happening. This is a big pile of chaos that needs to be rectified. 

[Luis Montes]

I was really hoping we could express our opinions without devolving into AI generated content.  I could also easily prompt engineer a counter argument, but I wouldn't want to read all that either.

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CAGmYP1Qw14%2BYWJCHEjeCdSPYoh2XH-T%2B30FY5LU6T4AjPX9EJw%40mail.gmail.com.

[SM Newstead]

Fine. 

The bylaws contradict themselves, and thus, aren't even usable. The power structure isn't even defined without contradiction. 

The board has the fiduciary and legal responsibility to the organization, as well as the liability. 

Succinct enough? 

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CA%2B%3DVRdA2HDHL3rNp-DLQxafcT3eghbFZdnHTcRgZmYa3bqkHxA%40mail.gmail.com.

[Eric Ose]

Jay and Brett,

Can you please be specific where you think the added bylaws are an improvement?

Jay says they fix dangerous loopholes.

Brett says the old bylaws pose "existential risk to the organization".

I am unsure which things in the added bylaws you are referring to.

Every proposal goes gets shared publicly prior to being voted on. Only the board members can actually change the bylaws. That is true for both versions of the bylaws. In the past we have acknowledged it was our responsibility to uphold what people voted for and done so. It should be fixed, but it remains this way in both versions.

Eric Ose

Robot Ambassador

It's just an idea until there's a date and time included.

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CAGmYP1StEWzEqyYdCuEYsn1ynXiyiKaQAnDFx-prOHwCQZ0zyA%40mail.gmail.com.

[Luis Montes]

I'd recommend a Heatsync financial report to allow the rest of the members to help alleviate stress on that fiduciary duty.  We're kinda flying blind here and are working on the assumption that we need to do what we can to help the lab survive.

On Fri, Nov 7, 2025 at 12:48 PM SM Newstead <smpne...@gmail.com> wrote:

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CAGmYP1StEWzEqyYdCuEYsn1ynXiyiKaQAnDFx-prOHwCQZ0zyA%40mail.gmail.com.

[SM Newstead]

I didn't even mention the financials, but yes, that's part of our fiduciary duty too. Specifically, finances are my fiduciary responsibility. We've actually only lost 2k in one year; I generated a report a week or two ago. Things are less dire, but we are not generating a profit. 

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CA%2B%3DVRdDvUJFHHpjaLMVbsB-qzmOyx_9XS%2B9GMBQL-qdbw5aXmA%40mail.gmail.com.

[Luis Montes]

Was that loss on top of stable income (memberships) or on top of larger one time donations?  Is that year from January 2025 or November 2024 or a different fiscal year?  It's tough from the outside to know if we're down 2k of total liquidity over that period while collecting any unexpected influx of cash during that period or not.
Would be very nice to see a monthly burn over a year or so.

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CAGmYP1QjMUC%3DG6%2BP6w4gJnv83X_8zi3CqHRGb78pssovrKKVxQ%40mail.gmail.com.

[David Lang]

as for the ai detected contridictions:

re: 1 I don't see a contradiction between saying the board is the authority and saying that if someone gets a proposal passed, they are the project manager responsible for implementation

re: 2 checks and balances are a good thing to have

re: 3 it mandates at least one meeting a year, it doesn't forbid additional meetings and discussions as needed

I don't see these complaints as significant

[David Lang]

@Luis The report we have does not yet break things down to the level of detail that you (and the board want)

we got two reports

the first one was Jan 1 2025 to Sept 30 2025, it showed that the lab had a net gain of ~1.5k

the second one was from Oct 1 2024 to Sept 30 2025, it showed that the lab had a net loss of ~2k (mostly due to increased expenses at the end of last year)

our paypal fees for the year were over 2k, so if payments to the lab had been via Zelle instead of via Paypal, the lab would not have lost any money over the last year

We are planning to share the details that we have at the next HYH

David Lang

[David Lang]

lots of stuff in this, and I disagree with the analysis of many points.

allowing for member votes is not abdicating responsibility
strict annual budgets in a dynamic environment are wishful thinking

the current board has asked for better financial data, but it's not currently
available. In part this is because we have outsourced a lot of the accounting
work to an external CPA (at considerable expense). the fact that you and David F
were both surprised that we hadn't lost move over the last year indicates too
much detachment.

We don't know when we will be able to get numbers for October 2025 because it
depends on when in November the CPA gets around to doing the reconciliation.

David Lang

On Fri, 7 Nov 2025, SM Newstead wrote:

> Date: Fri, 7 Nov 2025 10:22:38 -0700
> From: SM Newstead <smpne...@gmail.com>

> Reply-To: heatsy...@googlegroups.com
> To: heatsy...@googlegroups.com
> Subject: Re: [HSL] Proposal: Reset the bylaws changes from March
>

> Yes, let's have a constitutional convention.
>
> And another analysis of the board's legal requirements:
>

> *Introduction*

>
> The Fiduciary Duties of a nonprofit director are not suggestions. They are
> the legal standard to which you are held. Failure to meet them can expose
> the organization to legal risk and, in some cases, expose individual
> directors to personal liability.
>
> The following is a specific, actionable translation of these duties applied
> directly to the known challenges at HeatSync Labs.

> *1. The Duty of Care (The Duty of Prudence)*
>
> -
>
> *Vague Definition:* "Act as a reasonably prudent person would."
> -
>
> *Specific, Non-Negotiable HSL Action:* This duty is about competence and

> diligence. Given that HSL is "in the red every month," the board's

> *inaction* is a clear breach of this duty.
> -
>
> *Failure of this Duty:*
> -

>
> Not reading the monthly Profit & Loss (P&L) and Balance Sheet.

> -

>
> Attending the (current) single board meeting per year.

> -

>
> Allowing the organization to operate without a formal,
> board-approved annual budget.

> -

>
> Failing to ask the Treasurer, "Why are we in the red, and what is
> the plan to fix it?"

> -

>
> Allowing a "do-ocracy" to exist, as this informal system prevents
> any prudent, long-term financial planning.

> -
>
> *Fulfillment of this Duty:*
> -

>
> Mandating monthly board meetings, as proposed in the new bylaws.

> -

>
> Formally reviewing the P&L at every single meeting.

> -

>
> Debating, amending, and formally voting to approve an annual
> budget that aims for, at minimum, break-even.

> -

>
> Actively monitoring the budget-to-actuals. If a "do-ocracy" vote
> at an HYH meeting proposes spending $2,000 on a new tool when
> the budget is
> $0, the Board has a Duty of Care to veto that expenditure.
>

> *2. The Duty of Loyalty (The Duty of Faithfulness)*
>
> -
>
> *Vague Definition:* "Act in the best interest of the organization, not
> yourself."
> -
>
> *Specific, Non-Negotiable HSL Action:* This duty is about conflicts of

> interest and the integrity of decision-making. It is the direct antidote to
> the negative aspects of the "do-ocracy,” where individuals get what they
> want at the expense of others.

> -
>
> *Failure of this Duty:*
> -

>
> A board member using their position to push a pet project that
> benefits them personally (e.g., buying a tool only they will
> use) at the
> expense of more critical needs (e.g., making rent).

> -

>
> Voting to approve a "Card Access" for a personal friend who does
> not meet the 6-month requirement. This puts the director's
> personal loyalty
> above the organization's interest in security.

> -

>
> A board member who teaches workshops taking an HSL corporate
> sponsorship opportunity and redirecting it to their own
> private business.

> -

>
> Any director engaging in a "self-dealing" transaction (e.g., the
> board voting to pay a director's company for a service)
> without a formal
> disclosure and recusal, as defined in your bylaws (Article 3).

> -
>
> *Fulfillment of this Duty:*
> -

>
> Strictly adhering to the "Interested Persons" (Conflict of
> Interest) policy in your bylaws.

> -

>
> When a decision is made, the only question a board member should
> ask is, "What is best for the long-term health of HeatSync
> Labs?"—not "What
> is best for me?" or "What is best for my friend?"

> -

>
> Refusing to allow any member, including other board members, to
> use the "do-ocracy" as a shield to consume organizational
> resources for
> personal gain.
>

> *3. The Duty of Obedience (The Duty of Purpose)*
>
> -
>
> *Vague Definition:* "Follow the mission, bylaws, and laws."
> -
>
> *Specific, Non-Negotiable HSL Action:* This is the most critical and

> most-violated duty in your current situation. The board is actively failing
> its Duty of Obedience by abdicating its legal authority.

> -
>
> *Failure of this Duty:*
> -
>
> *Failing to govern:* Your bylaws (Article 2) *command* the board

> to govern. By allowing a parallel, chaotic "HYH" governance
> system (Article
> 6) to run the organization into the ground, the board is

> *disobeying* its primary legal mandate to be the final authority.
> -
>
> *Failing to file:* Not filing the annual IRS Form 990, which would

> result in the revocation of your 501(c)(3) status.

> -
>
> *Failing to enforce:* Allowing the Code of Conduct (Article 7) to

> be violated without consequence, or worse, allowing the
> board's enforcement
> to be overruled by a random committee (Article 7.8). This
> exposes HSL to
> massive liability.

> -
>
> *Failing the mission:* By allowing financial instability, the

> board is failing to ensure the organization can continue to "provide a
> physical space," which is its core purpose (Article 1).

> -
>
> *Fulfillment of this Duty:*
> -
>
> This duty *compels* the board to take action. It legally *requires*

> you to resolve the bylaw contradictions.

> -
>
> It *requires* you to file the Form 990 on time, every year.
> -
>
> It *requires* the board to be the final, non-appealable authority

> on Code of Conduct enforcement to protect the organization
> and its members.

> -
>
> It *requires* the board to stop the financial bleeding and take

> the necessary (even if unpopular) steps to ensure the organization's
> survival.
>

> *Conclusion:*

>
> These duties are not vague. They are a legal and ethical mandate. A board
> that meets once a year, has no budget, and allows its authority to be
> superseded by an informal, chaotic vote is failing in all three duties. The
> turnaround plan we have discussed is not merely a good idea; it is a
> necessary corrective action to bring the board back into compliance with
> its fundamental legal obligations.
>
> On Fri, Nov 7, 2025 at 10:00 AM Luis Montes <mont...@gmail.com> wrote:
>
>> this changes a bit with my proposal of requiring the HYH vote.
>>
>> But let's fix these. As a group.
>>
>> On Fri, Nov 7, 2025, 9:44 AM SM Newstead <smpne...@gmail.com> wrote:
>>
>>> According to AI:
>>>
>>> Contradiction 1: The Locus of Final Authority
>>>
>>> This is the central conflict. The bylaws establish two different bodies
>>> as the ultimate arbiter of policy.
>>>

>>> -
>>>
>>> *On one hand, Article 2, Section 1 states:* "HSL shall be governed by

>>> a body of officers henceforth known as the Board of Directors. The Board of
>>> Directors shall exercise authority to enact its decisions upon the
>>> membership."

>>> -
>>>
>>> *Interpretation:* This is an unambiguous statement of a standard

>>> corporate governance model. The legally constituted board has the authority.

>>> -
>>>
>>> *On the other hand, Article 6 ("PROPOSAL PROCESS") states:* "Any

>>> active, paying/scholarship member may submit a proposal... A proposal
>>> passes with a majority vote of those voting... The proposer is responsible
>>> for overseeing the implementation of an approved proposal."

>>> -
>>>
>>> *Interpretation:* This establishes a system of direct legislative

>>> power for the general membership, where any member can create binding
>>> policy through a vote at an HYH meeting.
>>>

>>> *The Contradiction:* Who has the final say? Is it the Board, as stated

>>> in Article 2, or the members present at an HYH meeting, as codified in
>>> Article 6? An organization cannot have two final authorities. This
>>> structural conflict is the source of the constant power struggles.

>>> ------------------------------

>>>
>>> Contradiction 2: The Power to Enforce vs. The Power to Overrule
>>>
>>> This contradiction neuters the board's ability to ensure member safety
>>> and enforce the Code of Conduct.
>>>

>>> -
>>>
>>> *On one hand, Article 7.6 grants the board power:* "If a community

>>> member is reported to engage in unacceptable behavior, the board will
>>> investigate and may take any action they deem appropriate... up to and
>>> including a temporary ban or permanent expulsion..."

>>> -
>>>
>>> *Interpretation:* The board has the responsibility and authority

>>> to investigate and sanction members for cause.

>>> -
>>>
>>> *On the other hand, Article 7.8 revokes that power:* "...you should

>>> notify the HeatSync Labs Board with a concise description of your
>>> grievance... The board will not review grievances. A committee consisting
>>> of one board member, three members randomly drawn from the members present
>>> at the next Hack Your Hackerspace... shall review the evidence... The
>>> committee shall either uphold, revoke, or modify the punishment allotted by
>>> the board."

>>> -
>>>
>>> *Interpretation:* A randomly selected, ad-hoc committee with no

>>> legal standing or long-term accountability can unilaterally overturn a
>>> decision made by the fiduciarily responsible board.
>>>

>>> *The Contradiction:* The board has the *responsibility* to enforce the
>>> Code of Conduct but lacks the final *authority* to do so. This makes

>>> meaningful enforcement impossible and creates a system where disciplinary
>>> actions are subject to a populist vote, undermining the very concept of a
>>> consistent and impartial Code of Conduct.

>>> ------------------------------

>>>
>>> Contradiction 3: The Mandate for Governance vs. The Mandate for Inaction
>>>
>>> This is a practical contradiction that makes effective board oversight
>>> impossible.
>>>

>>> -
>>>
>>> *On one hand, Article 2 establishes the Board as the governing body*

>>> with significant responsibilities (financial approvals, officer elections,
>>> etc.).

>>> -
>>>
>>> *Interpretation:* The board is expected to be an active, engaged
>>> leadership body.
>>> -
>>>
>>> *On the other hand, Article 2, Section 9 states:* "The Board of

>>> Directors shall convene once a year... to conduct business and enact
>>> decisions..."

>>> -
>>>
>>> *Interpretation:* The board is mandated to be almost entirely
>>> dormant, meeting only annually.
>>>
>>> *The Contradiction:* The bylaws assign the board the duties of an active

>>>> <https://groups.google.com/d/msgid/heatsynclabs/CA%2B%3DVRdDQwrPyPqa45O29OXUUbjRmvqF08qWZ_7-3CCuybU_c1g%40mail.gmail.com?utm_medium=email&utm_source=footer>

>>>> .
>>>>
>>> --
>>> You received this message because you are subscribed to the Google Groups
>>> "HeatSync Labs" group.
>>> To unsubscribe from this group and stop receiving emails from it, send an
>>> email to heatsynclabs...@googlegroups.com.
>>> To view this discussion visit

>>> https://groups.google.com/d/msgid/heatsynclabs/CAGmYP1R8CAomAwJjq1dYxU1JjB6u0PPZ6%3DVe7bj%3DEFi35vbe-Q%40mail.gmail.com
>>> <https://groups.google.com/d/msgid/heatsynclabs/CAGmYP1R8CAomAwJjq1dYxU1JjB6u0PPZ6%3DVe7bj%3DEFi35vbe-Q%40mail.gmail.com?utm_medium=email&utm_source=footer>

>>> .
>>>
>> --
>> You received this message because you are subscribed to a topic in the
>> Google Groups "HeatSync Labs" group.
>> To unsubscribe from this topic, visit
>> https://groups.google.com/d/topic/heatsynclabs/l6jovvvV6KY/unsubscribe.
>> To unsubscribe from this group and all its topics, send an email to
>> heatsynclabs...@googlegroups.com.
>> To view this discussion visit

>> https://groups.google.com/d/msgid/heatsynclabs/CA%2B%3DVRdAj553OhDn8kjCDFCUa-VX_wKDWH0cR7oTmkWV%3DqVW50g%40mail.gmail.com
>> <https://groups.google.com/d/msgid/heatsynclabs/CA%2B%3DVRdAj553OhDn8kjCDFCUa-VX_wKDWH0cR7oTmkWV%3DqVW50g%40mail.gmail.com?utm_medium=email&utm_source=footer>
>> .
>>
>
>

[Jay McGavren]

Eric wrote:

> What loopholes are you referencing?

From the diff of new bylaws at https://wiki.heatsynclabs.org/w/index.php?title=Bylaws&diff=6710&oldid=6675 :

> Proposals must be posted to HeatSync Labs’ Google Groups instance for open discussion and feedback.

Without this, a proposal could be brought up at HYH meetings, and only those in attendance would be aware of it (barring sharing by attendees).

> Proposals must be submitted at least 30 days before an HYH meeting to be eligible for voting.

Without this, it's especially dangerous in combination with the above: a proposal can be brought up at HYH *and voted on immediately*.

-Jay

[Eric Ose]

There is some notion that if we remove the added bylaws we remove all of the rules related to things they mention.

David says in a different thread but it is relevant here "...and another proposal is to remove any time requirement from the bylaws entirely) requiring that everyone make it to a particular hour to have a say is a problem. "

This is incorrect. Proposals were due 7 days prior to HYH. This is why there wasn't a proposal for the Maslow CNC. Even with the 7 days I didn't have time for a proposal. This is described elsewhere and the disagreements that ensued. Regardless some things just aren't possible if we have to delay them up to 49 days.

Here you can see the various places on our wiki that still reference having to propose things ahead of time. You will notice that these are not consistent. 

https://wiki.heatsynclabs.org/wiki/Hack_Your_Hackerspace

Proposals for voting are posted on the email list board immediately following HYH for the next HYH period

https://wiki.heatsynclabs.org/wiki/Walk_Through_Orientation

To make proposals, just send an email to the google group with the word proposal in the subject.
    A week before the next meeting, draft proposals are due and a community member should compile the proposals into an agenda for voting.
    Final/amended proposals are due 24 hours before the meeting.
    The person who made the proposal or someone they choose in advance needs to be there to represent the proposal.

https://wiki.heatsynclabs.org/wiki/Tool_Acquisition_HOWTO

A proposal must be submitted one week in advance of the next Hack Your Hackerspace

We do need to fix these inconsistencies, but it would be a really great start if we can remove the ones added in March.

Again I want to emphasize that if anyone sees an existential threat, or critical problem to the bylaws we had before March to point that out. I do know there are big problems that exist even in the current bylaws, but I don't think any of these perceived problems if you look at the information in our wiki on how we run the lab.

Eric Ose

Robot Ambassador

It's just an idea until there's a date and time included.

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/88ec384c-d54b-43b3-9563-f4c298f144ban%40googlegroups.com.

[Jay McGavren]

> Here you can see the various places on our wiki that still reference having to propose things ahead of time. You will notice that these are not consistent. 

I think there's a fundamental point of misunderstanding here: I am asserting that these other places on the wiki *do not matter* for purposes of this discussion. *Only* the bylaws matter for this discussion, because they override any other documents that contradict them.

I agree that the contradictions should be sorted out. But I would prefer to keep that a separate discussion, probably in another thread, and probably after HeatSync has decided what to do about the bylaws themselves.

-Jay

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CAEk_gvBjAQ6yhD6U3SCbzrwodsx52vV%2B0OjSxPvPB-D_3K6stg%40mail.gmail.com.

[Eric Ose]

They matter if people assume removing the additions to they bylaws means we don't have rules.

I think you are correct to say that the bylaws should override the other rules. However we have a lot of instances where things are voted on and passed yet we forget or fail to update things. A couple of these changes in March were already voted on to be changed, but the only change we have was one from April which appears to be were a board member adjusted the wording to win an argument and or to correct potential misreading. No community discussion, no board vote, just edited the bylaws.

Eric Ose

Robot Ambassador

It's just an idea until there's a date and time included.

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CAGNdXTtVX_68vK2HeGDTz0yRuXth9Wgr%3Ddgevq6ZfyC11RLi6w%40mail.gmail.com.

[David Lang]

so document where the rules are that would take effect if we revert the rules in
the bylaws

also document where the rules are about how those other rules are changed

David Lang


On Sat, 8 Nov 2025, Eric Ose wrote:

> Date: Sat, 8 Nov 2025 10:15:16 -0700
> From: Eric Ose <eric...@gmail.com>

> Reply-To: heatsy...@googlegroups.com
> To: heatsy...@googlegroups.com
> Subject: Re: [HSL] Proposal: Reset the bylaws changes from March
>

> They matter if people assume removing the additions to they bylaws means we
> don't have rules.
>
> I think you are correct to say that the bylaws should override the other
> rules. However we have a lot of instances where things are voted on and
> passed yet we forget or fail to update things. A couple of these changes in
> March were already voted on to be changed, but the only change we have was
> one from April which appears to be were a board member adjusted the wording
> to win an argument and or to correct potential misreading. No community
> discussion, no board vote, just edited the bylaws.
>
> Eric Ose

> Robot Ambassador <https://www.azrobotambassador.com/>
> It's just an idea until there's a date and time included.
>
>

>>>> <https://groups.google.com/d/msgid/heatsynclabs/88ec384c-d54b-43b3-9563-f4c298f144ban%40googlegroups.com?utm_medium=email&utm_source=footer>

>>>> .
>>>>
>>> --
>>> You received this message because you are subscribed to a topic in the
>>> Google Groups "HeatSync Labs" group.
>>> To unsubscribe from this topic, visit
>>> https://groups.google.com/d/topic/heatsynclabs/l6jovvvV6KY/unsubscribe.
>>> To unsubscribe from this group and all its topics, send an email to
>>> heatsynclabs...@googlegroups.com.
>>> To view this discussion visit

>>> https://groups.google.com/d/msgid/heatsynclabs/CAEk_gvBjAQ6yhD6U3SCbzrwodsx52vV%2B0OjSxPvPB-D_3K6stg%40mail.gmail.com
>>> <https://groups.google.com/d/msgid/heatsynclabs/CAEk_gvBjAQ6yhD6U3SCbzrwodsx52vV%2B0OjSxPvPB-D_3K6stg%40mail.gmail.com?utm_medium=email&utm_source=footer>

>>> .
>>>
>> --
>> You received this message because you are subscribed to the Google Groups
>> "HeatSync Labs" group.
>> To unsubscribe from this group and stop receiving emails from it, send an
>> email to heatsynclabs...@googlegroups.com.
>> To view this discussion visit

>> https://groups.google.com/d/msgid/heatsynclabs/CAGNdXTtVX_68vK2HeGDTz0yRuXth9Wgr%3Ddgevq6ZfyC11RLi6w%40mail.gmail.com
>> <https://groups.google.com/d/msgid/heatsynclabs/CAGNdXTtVX_68vK2HeGDTz0yRuXth9Wgr%3Ddgevq6ZfyC11RLi6w%40mail.gmail.com?utm_medium=email&utm_source=footer>
>> .
>>
>
>

[Brett Neese]

Not only that, but someone could notice that HYH is short on quorum, invite 3 of their friends to become members that instant, and immediately move vote to make them all cardholders, since they would all be members who can vote on such things. Later that night, with their newly minted keys, those 4 could come in and wipe us out, including the security cameras, and we might not even have their name. All of this could happen with 0 notice to the broader membership, as it was technically never required before these changes were put in place.

(It’s 4 not 5 because an abstain still counts towards quorum)

This is extremely dangerous and it may seem extreme but I’m under the understanding that part of the reason the old board closed these loopholes was to present what they felt was the real and present risk of this kind of attack. Regardless of the merits of that fear, the risk remains the same.

All of the above may have violated our community norms, but without any guardrails in the bylaws, it would technically all be proper (up until the theft.) 

(I would hope that, if such an extreme attack were happening, other members would step in to adjudicate by ie refusing to add the new members to the doorlocks and giving them their keys but they would be technically breaking the bylaws in doing so and that may even present a legal liability to the org. This is the kind of existential threat I was referencing.)

A similar situation would be if those same passed a bylaws amendment to say “the sole purpose of HSL is to be a political action committee to elect (name a politician you hate here.)” In this case, the board will still be the backstop as the board can currently veto any amendments brought to it after an HYH.

(It should noted that in this case, though, no amount of tweaking the bylaws to allow the community to change to amend the bylaws without board approval can prevent the board from vetoing it as they have a fiduciary duty to the organization to ie retain our 501(c)3 status.)  

Brett

On Sat, Nov 8, 2025 at 9:37 AM Jay McGavren <j...@mcgavren.com> wrote:

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/88ec384c-d54b-43b3-9563-f4c298f144ban%40googlegroups.com.