Noy, This sounds like a good idea and is probably a long time in coming. Still, one statement from your message, however, raised red flags...
On Thu, Jul 16, 2009 at 4:20 PM, Noy <[email protected]> wrote: > > > The President and Secretary has defined roles under law, but I would > propose that the third director be nominated as a treasurer to ensure > financial matters are handled properly. The Texas law also requires us to > hold regular meetings, but this should not be a problem given our present > organizational structure. I suggest we use developers as a voting group if > we need to adjudicate issues and for appointments. It does not need to be a > stringent voting system. I think we can use a simple acclamation system > unless there seems to be real deadlock over an issue or appointment. > I strongly suspect that having an informal voting system is not sufficient for any corporation in the US or Europe. Typically corporations are required by law to have very specific rules regarding membership and voting. It varies from state to state, and what types of voting systems are legal may vary (A stalinistic dictatorship might be legal if it is in the rules of the corporation, I don't know), but the rules generally must be publicly available and the organization MUST follow the rules if the organization/directors do not want to be subject to law suits where they are held personally liable for "misuse" of funds, even if they are using the money in the same way as it currently is being used. It might be possible to establish rules for online meeting (say in IRC), but I would strongly encourage whoever is forming this to double check what is permissible in Texas when it come to corporate governance. The definition of who is a voting member of the corporation will undoubtedly also be very important and rules on what is considered a quorom (the minimum necessary number of members required to be present to be able to make decisions as a deliberative assembly on behalf of the organization). Parliamentary procedure is used in almost all corporations because it was developed precisely to make the voting procedures as easy as possible while ensuring both majority rule on any given issue and the ability of minority interests to express their desent. It need not be tedious if properly handled and can make meetings very efficient as any contentious issue gets sent to committee where all interested parties hash out a compromise to bring back to the general assembly. With the usual 'I am not a lawyer ....' disclaimers... Darth Fool ------------------------------------------------------------------- "In theory, theory and practice are the same, but in practice they're different." ------------------------------------------------------------------- John W. C. McNabb -------------------------------------------------------------------
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