[Novalug] Tux.org & corporate law -- Corporate "members"

Justin Swain justin.swain@gmail.com
Tue Oct 27 11:57:27 EDT 2009


To add to the mix . . .

The term "member" may be defined as "part of a group or collection of
objectives" or for an organization it may refer to a individual who
may vote in elections and on other items as permitted by the Articles
of Incorporation or by-laws. Non membership organizations may identify
persons who attend meetings, socialize and who are often notified of
organizational activities via email, web sites and other means -- they
may be identified as subscribers. When polling the "subscribers" that
may be called "collecting input." With "input polls" individuals
express their preference. The difference between input and expressing
preference is that one participated  in creating profile of what the
group collectively prefers but in the end the ones to decide and
effect policy change are limited to persons given that authority by
the articles of incorporation or by-laws.

Remember . . . if we have a lamb and we were to call the tail a leg.
What is the best response to the question, "How many legs does the
lamb have?

The lamb has 4-legs and tail which we call a leg."

This is my contribution to the mix. I am not a lawyer, but I have
participated in drafting articles of incorporation and by-laws for 5
to 6 501C3 organizations and sat on their board of directors.

Justin R. Swain, Unix, Linux and FOSS advocate and LUG subscriber
Freelance Video and Multi-media Producer
videowashdc.org


On Tue, Oct 27, 2009 at 10:14 AM, Serge Wroclawski <serge@wroclawski.org> wrote:
>
> >       Under the statues of all states of which I am aware, a corporation does
> > not have "members," but, rather, shareholders, a board of directors,
> > officers (e.g, President, CEO, Secretary, Treasurer, etc.), and
> > employees. I do not understand the phrase above, "[t]he corporation
> > shall have no members." What does the term "members" mean? Were the
> > bylaws written by a lawyer?
> >
> >       Perhaps Gerald meant that he has _participated_ in Tux.org for more
> > than seven years.
>
> That's possible it's what he meant, but that's not what he said.
>
> I was one of the folks to help Tux.org incorporate and the idea was that while there is a corporate board, there was a long discussion about "members". It was decided then
> that in order to encourage public participation, we wouldn't have members.
>
> I'm on the board of another organization that Jerry has claimed to be a member of, and so I'm particularly sensitive to this issue.
>
> - Serge
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