I often wonder if the people who go home use their showers. So it’s just an all the time question
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So the AND would also include improperly putting someone’s name on a non-profit, forcing them to fill out a form to disavow themselves?
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Creating a non-profit business structure requires a minimum of three names to be listed as directors, with no other identifiable information required. This wouldn’t be applicable.
This dramatic flourish of pseudo-doxing Andrew struck me as passive aggressive. The “passive” is because it was so underwhelmingly done.
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DMS already has an opt-in policy, by the way.
Did I mention that the by-laws actually support our Attorney’s interpretation of the law? I probably should have. Slipped my mind.
Section 8.2 Inspection of Documents
- The corporation shall make all books and records of the corporation available for inspection by any interested party for any proper purpose at any reasonable time by submitting a written request to the Secretary of the corporation.
- The request shall state the purpose for which the inspection is requested.
- The books and records shall be made available for inspection within a reasonable time after the request is received by the Secretary.
- Inspection of corporate books or records for purposes of soliciting business shall not be considered a proper purpose and in no case shall members’ contact information be made available for inspection except by consent of the member or as required by the Articles of Incorporation, these Bylaws or provisions of law.
No where in our by-laws, or in Texas State Law, are we required to disclose anything but the members name and address, under the most generous reading of the law. Email addresses are not mentioned in Chapter 22 (which Mark has cited multiple times). What Chapter 22 really says is:
Sec. 22.158. PREPARATION AND INSPECTION OF LIST OF VOTING MEMBERS. (a) After setting a record date for the notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its voting members. The list must identify:
(1) the members who are entitled to notice and the members who are not entitled to notice of the meeting;
(2) the address of each voting member; and
(3) the number of votes each voting member is entitled to cast at the meeting.
No where in Chapter 22 (or anywhere else, including our by-laws) is DMS or any other non-profit, required to disclose the contact information of its’ non-voting members (only during a narrow windows adjacent to the actual election). On the other hand, personal information is protected in several different areas of law, including Federal law.
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Do you and the DMS lawyer consider a member communicating to all the membership, “soliciting business”?
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Depends on the communication. The by-laws don’t specifically define that, so I suppose its open to interpretation. The Board acted to comply with the law, but not limit the ability for communication during elections, though anyone who’s been here 10 seconds knows, that spamming the membership for votes in email, is a pretty good way to ensure you receive none.
The policy adopted by the Board was tailored to comply with 22.158. We recognize, that there is potentially a conflict with Section 521 in that respect, but we wanted to err on the side of a more open governance, rather than a draconian reading of 521. Members can always remove their voting right, and re-add it at the appropriate time, to limit the disclosure of their name and address.
A member being able to communicate ideas to all the membership who have equal stake in the corporation seems inclusive and important to continued success.
The State Law and the By-Laws have a distinction to “soliciting business”.
The interesting and funny thing about lawyers and the law, since it is by English standards setup as an adversarial system, the advice is never conclusive or a solution. Only as a way to win an argument under the law for the client. Typically, whoever pays the attorney gets an opinion from that attorney that is slanted to the payers desires if there is a case in law to argue before a judge or jury.
Not sure why giving out emails to members would be considered “soliciting business” by either State Law or By-laws? As long as that member is not trying to sell his/her trinkets to them? But communicating ideas by email and asking someone to vote for you in an election that has no monetary attachment would be considered “business”? It may be monkey business, but why would a BoD’s think a member needs them to protect them from that communication?
I get an email from Joe/Jo Schmo and he/she tells me why I should vote for them and here are my ideas, etc. and I’m not interested, then I just ignore it. But then what if I am interested and wish to continue a conversation in email or person? Than it works. Either way I have control and not some rotating board member(s).
I understand your POV, but I’m not seeing what the DMS lawyer sees it that way based on law?
It might be clear to you, but not to me? It seems to limit me as a member,
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I know legalese can be confusing for some people. I find that reading legalese can sometimes be a lot like reading the logic of some archaic programming language. In this language, we must consider the global scope throughout the document. If one section can influence the outcome of another section, the impact might be a little more complicated than it first appears when casually reading only a single section for the purposes of an online debate.
Law can be tricky, even for attorneys. That’s why I prefer to hire attorneys that are true experts in their chosen, specialized field.
Section 8.2 Inspection of Documents
- The corporation shall make all books and records of the corporation available for inspection by any interested party for any proper purpose at any reasonable time by submitting a written request to the Secretary of the corporation.
- The request shall state the purpose for which the inspection is requested.
- The books and records shall be made available for inspection within a reasonable time after the request is received by the Secretary.
- Inspection of corporate books or records for purposes of soliciting business shall not be considered a proper purpose and in no case shall members’ contact information be made available for inspection except by consent of the member or as required by the Articles of Incorporation, these Bylaws or provisions of law.
Section 8.2 establishes that all corporate books and records of the corporation are available for inspection.
Section 8.4 Maintenance of Corporate Books and Records
The corporation shall keep at its principal office:
- Minutes of all meetings of Directors, officers, the membership and committees, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present, or if a membership meeting then the names of the officers present and the number of members present, and the proceedings thereof;
- Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
- A record of its members indicating their names, addresses, and if applicable, their phone numbers, email addresses and the termination date of any membership; and
- A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.
Section 8.4 clearly defines corporate books and records as everything from financial records to membership contact information.
Thus, any membership contact information is to be available on request.
We are not a soulless corporation that keeps secrets. This type of transparency creates a public good that reduces corruption and malfeasance, while ensuring that the membership retains the power and control over who we allow as our leadership.
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This is just false, and defies a plain reading.
The By-laws do require disclosure, but arguably with consent. State law makes no such exception, and flatly requires consent.
And you’re leaving out a important point - the Board has plenipotentiary responsibility for defining “reasonable purpose”.
The rest is very nice, and very high-sounding, except that it addresses a problem we’ve never had. And lets face it - we all know the real reason you’re doing all this, and it’s completely a matter of self-interest. Yours, to be precise.
It was Pride that changed angels into devils; it is humility that makes men as angels. - St. Augustine
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Section 8.2 Inspection of Documents
- The corporation shall make all books and records of the corporation available for inspection by any interested party for any proper purpose at any reasonable time by submitting a written request to the Secretary of the corporation.
- The request shall state the purpose for which the inspection is requested.
- The books and records shall be made available for inspection within a reasonable time after the request is received by the Secretary.
- Inspection of corporate books or records for purposes of soliciting business shall not be considered a proper purpose and in no case shall members’ contact information be made available for inspection except by consent of the member OR as required by the Articles of Incorporation, these Bylaws or provisions of law.
This OR in Section 8.2(4) makes a big difference, because the Bylaws states that records are to be made available on request, given a proper purpose.
A proper purpose certainly can be open to interpretation. We only read here that soliciting business shall not be considered a proper purpose. I’d like to hear more about what the Board officially considers a proper purpose under these rules.
Serving my self interest would be focusing more time on getting a PhD. Instead, I’m being forced to unnecessarily waste my time and money on maintaining the integrity of something that’s far more important to me. To say that I am invested in Dallas Makerspace would be an extreme understatement. I don’t have the legal duty of a board member or an officer. But I have a moral duty as a co-founder and member.
As a defense mechanism, the mind often splits adversaries into the camp of evil. “If you’re not with me, you’re against me. And since I’m good, and you’re against me, then you must be evil.” It’s easy to see evil intentions if you are on the side of good. After all, good can’t battle good? That just never makes for a good story.
Tapper, I believe we both have noble intentions. It’s just that we disagree on the details.
If we set a good example for other members while debating this issue, the style and conduct during our disagreement will have far more implications to the future of Dallas Makerspace than simply figuring out which of us is right.
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I understand your point, but you can’t speak to what “we all know”.
You are not being forced, you are making a choice.
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For another layer of fun let’s not forget we have members who fall under FERPA, COPA, and child protection acts.
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You’re going to need to explain that.
FERPA applies to an institution (which receive(s|d) Federal funds, which DMS does/has not).
No idea what COPA is, but the closest phonetic match I found is COPPA, which…needs explanation about how it would come into play with DMS at all, let alone pertinent to this discussion.
You might have a point that some portion of the vast expansion of “child protection acts” might apply to releasing a minor’s information, though I suspect the amount of member information attached to anyone under 18 is microscopic (but probably not non-existent).
Choosing to maintain the integrity of Dallas Makerspace is no choice at all.
Just a note:
Minors are all Add-ons and not entitled to voting rights so their information wouldn’t be released as it is now limited to just voting members.
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Perhaps she’s thinking of CIPA?
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From the training I’ve received FERPA applies to any education institution servicing minors. Violation can result in federal funds being pulled so maybe that’s how they relate? It may be COPPA and not COPA. Basically all I’m required to remember is that there’s thresholds for under 13 yo and under 18 yo regarding what user information an app or website can require a student to provide when they register and If they are even allowed to register. The alphabet soup of conduct codes are vast and TBH I just focus on the point of them all which is that any level identifying information about a minor that’s given to someone who’s not the legal guardian requires explicit consent of the guardian. Implied consent isn’t good enough.
I have the list somewhere but identifying info would be anything that could allow someone to pick them out of a crowd including but not limited to names, address, political affiliation, race, gender, disability, or questions/content that could potentially cause the minor embarrassment or emotional distress.