East Bay DSA 

Steering Committee Meeting Agenda

August 11th, 2022 - 7pm to 8 pm

I. Settle in

• Carlos, O
• NIck R
• Renee P
• Max M
• Maddy GW
• Matt T.
• Shane R
• Graham D
• Matthew L
• Michael S
• Kat O
• Hasan A

• Susan S
• Kabir K

II. Approval of Agenda

A. Consent Agenda

1. Resolution to print the pamphlet Labor 101: Socialism and the Labor Movement

Submitted by: Fred G, Zach W, K M, Aaron H

Whereas DSA firmly believes that unions are a major component of working class power, and 

Whereas the membership of EBDSA reflects the general population in that only around ten per cent of the membership are union members, and

Whereas the EBDSA Labor Committee has been developing and running study groups on a variety of labor-related topics, and

Whereas one of these study groups, Labor 101, has now run three times, and been modified each time in response to the judgement of its leaders and the feedback of its attendees, and

Whereas one of the central readings of the Labor 101 study group, "Labor 101: Socialism and the Labor Movement", has itself been developed and revised on the basis of the study group experience, and 

Whereas the pamphlet is based on the outline of the DSLC's short Labor 101 class, but expands and improves upon it in several important ways, including providing a brief overview of American labor history, bringing the material up to date with current events, and a glossary of labor-related terms, and

Whereas the pamphlet addresses the need of our membership—especially the large majority that are not union members—to learn about the importance of unions from a socialist perspective, and

Whereas the writing, images, and layout and design of the pamphlet have been developed and donated at no cost by DSA members, and 

Whereas no equivalent pamphlet currently exists, and the pamphlet will be of use not only within EBDSA but can be shared with other chapters of California DSA as well, 

Therefore be it resolved that East Bay DSA will fund the printing of a thousand copies of "Labor 101: Socialism and the Labor Movement" at a union print shop and make them available to DSA members and our contacts within the broader public.

2. Ratifying Actions Taken by the Incoming Steering Committee Prior to Taking Office and Other Email Votes

Motivated by: Matthew L

WHEREAS, the Bylaws of the East Bay Democratic Socialists of America provide that “[Steering Committee members’] term of office shall begin one month after the close of the convention at which they are elected;” and

WHEREAS, the East Bay Democratic Socialists of America’s 2022 Convention took place on June 12; and

WHEREAS, the term of office of the 2022-2023 East Bay Democratic Socialists of America Steering Committee therefore formally began on July 12, 2022; and

WHEREAS, the 2022-2023 East Bay Democratic Socialists of America Steering Committee has approved actions prior to then (including initiating some votes prior to then); and

WHEREAS, Cal. Corp. Code § 5211(b) provides that an action taken by the East Bay Democratic Socialists of America Steering Committee outside of meetings requires the written consent of every single (disinterested) Steering Committee member; and

WHEREAS, the the East Bay Democratic Socialists of America Steering Committee (including before it formally took office) “approved” resolutions by email vote without receiving unanimous written consent; and

WHEREAS, Robert’s Rules explains that actions taken without the requisite authority should subsequently be ratified with the requisite authority; and

WHEREAS, the 2022-2023 East Bay Democratic Socialists of America Steering Committee has now formally taken office;

THEREFORE BE IT RESOLVED that the Steering Committee ratify resolutions it “approved” by email vote (including those in which votes took place or opened prior to formally taking office); and

THEREFORE BE IT RESOLVED that, for the avoidance of doubt, this ratification does NOT extend to any motions which were prevented from “passing” due to a “hold” being placed on them (unless the “hold” was removed).

^1. Article III (Officers), Section 3 (Ballot election, Term of Office, Removal from Office)

[TABLED FOR LATER]

• A Motion to TABLE consent agenda PASSED with 9 yes, 1 no, 2 abstain.

3. Motion to add Closed Session Discussion on Berkeley Rent Board to agenda

a. VOTE: FAILS with 1 yes, 8 no 3 abstains

B. AGENDA VOTE

• PASSES via ACCLIMATION

III. Committee Reports

A. Office (Yari)

IV. Discussion

A. Potential Staff Hire: Nate A

1. Motivated by Shane R
2. Motion to move into executive session
3. Motion vote: 9 yes, 3 abstains
4. Executive session ended

V. New Business

A. Appointment of Matthew L as East Bay DSA's Representative to the Berkeley Progressive Alliance

Submitted by: Matthew L

WHEREAS, in October, the Steering Committee passed a resolution providing that “East Bay DSA will promptly receive recommendations for a number of potential [East Bay DSA representatives to the Berkeley Progressive Alliance] from the authors of this resolution [Matthew L and Andrea M], to be voted on by email by the SC;” and

WHEREAS, the authors presented multiple names of potential representatives to East Bay DSA Co-Chair Shane R, but none were interested and able to carry out that role; and

WHEREAS, it would not make sense for Andrea M to serve as East Bay DSA’s representative to BPA since SEIU 1021 has already appointed her to represent them at BPA; and

WHEREAS, at the time, both Matthew L and East Bay DSA Co-Chair Shane R felt that Matthew L should not serve as East Bay DSA’s representative to BPA; and

WHEREAS, since then:

1. Matthew L has been elected to the East Bay DSA Steering Committee; and
2. The chapter passed a resolution creating a system for branches, and Matthew L has become the de facto leader of creating a potential Berkeley/Albany/Emeryville branch; and

WHEREAS, Matthew L has already been serving on the Interim Steering Committee of the Berkeley Progressive Alliance; and

WHEREAS, Matthew L has had a near-spotless attendance record at meetings of the Berkeley Progressive Alliance Interim Steering Committee;

THEREFORE, BE IT RESOLVED that Matthew L be appointed as the East Bay DSA’s representative to the Berkeley Progressive Alliance to carry out the purposes laid out in the aforementioned resolution; and

THEREFORE, BE IT FURTHER RESOLVED that East Bay DSA reiterates that for the avoidance of confusion, nothing in this resolution shall be construed either as East Bay DSA joining the Berkeley Progressive Alliance nor about East Bay DSA deciding one way or the other whether to join the Berkeley Progressive Alliance in the future.

 ²RONR (12th ed.) 10:54

³For background on the Berkeley Progressive Alliance and the strategic arguments for exploring becoming a member-organization, and for initiating such exploration as soon as possible, please read the aforementioned resolution.

Motivated by Matthew L

Q&A

1. Highlight:
2. A: an organization where other organizations can enter as participants. 
3. Motion to amend "representative" to "observer" specifically; Seconded
4. Motivated by Hasan A
5. Motion Debate:
6. Motion Vote: FAILS with 5 yes, 5 no, 2 abstain
7. Motion to table resolution, Seconded 
8. Motion FAILS

Debate

1. Motion to call to question 
2. Motion Vote: PASSES - 4 yes, 3 no, 1 abstain

Resolution Vote - FAILS - 2 yes, 9 no

B. Model Charter for Branches

• Motivate By Max M

C. Empowering Chapter Leadership to Make Time-Sensitive Decisions Between Steering Committee Meetings

Motivated by: Matthew L

WHEREAS, Cal. Corp. Code § 5211(b) states

An action required or permitted to be taken by the board may be taken without a meeting if all directors individually or collectively consent in writing to that action and if, subject to subdivision (a) of Section 5224, the number of directors then in office constitutes a quorum. The written consent or consents shall be filed with the minutes of the proceedings of the board. The action by written consent shall have the same force and effect as a unanimous vote of the directors. For purposes of this subdivision only, “all directors” does not include an “interested director” as defined in subdivision (a) of Section 5233 or a “common director” as described in Section 5234 who abstains in writing from providing consent, if (1) the facts described in paragraph (2) or (3) of subdivision (d) of Section 5233 are established or the provisions of paragraph (1) or (2) of subdivision (a) of Section 5234 are satisfied, as appropriate, at or prior to execution of the written consent or consents; (2) the establishment of those facts or satisfaction of those provisions, as applicable, is included in the written consent or consents executed by the noninterested or noncommon directors or in other records of the corporation; and (3) the noninterested or noncommon directors, as applicable, approve the action by a vote that is sufficient without counting the votes of the interested directors or common directors; and

WHEREAS, this means that any action of the East Bay DSA Steering Committee outside of a meeting requires the written consent of every single (disinterested) East Bay DSA Steering Committee member; and

WHEREAS, this means that even the existing practice of the East Bay DSA Steering Committee voting outside meetings by email but allowing any Steering Committee member to place a “hold” on something until the next Steering Committee meeting is illegal because it does not require affirmative consent from every (disinterested) Steering Committee member; and 

WHEREAS, Cal. Corp. Code § 5212(a) states; and

The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Appointments to such committees shall be by a majority vote of the directors then in office, unless the articles or bylaws require a majority vote of the number of directors authorized in or pursuant to the articles or bylaws. The bylaws may authorize one or more such committees, each consisting of two or more directors, and may provide that a specified officer or officers who are also directors of the corporation shall be a member or members of such committee or committees. The board may appoint one or more directors as alternate members of such committee, who may replace any absent member at any meeting of the committee. Such committee, to the extent provided in the resolution of the board or in the bylaws, shall have all the authority of the board, except with respect to:

(1) The approval of any action for which this part also requires approval of the members (Section 5034) or approval of a majority of all members (Section 5033), regardless of whether the corporation has members.

(2) The filling of vacancies on the board or in any committee which has the authority of the board.

(3)The fixing of compensation of the directors for serving on the board or on any committee.

(4)The amendment or repeal of bylaws or the adoption of new bylaws.

(5) The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable.

(6)The appointment of committees of the board or the members thereof.

(7)The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.

(8)The approval of any self-dealing transaction except as provided in paragraph (3) of subdivision (d) of Section 5233.

WHEREAS, this means the Steering Committee may appoint a committee that is empowered to exercise nearly all the powers of the Steering Committee; and

WHEREAS, the California Corporations Code does not appear to require such a committee to operate by unanimous written consent in between meetings; and

WHEREAS, there does not appear to be any prohibition on the entire Steering Committee constituting the ex-officio membership of such a committee; and

WHEREAS, Cal. Corp. Code § 5212(b) states

(b) A committee exercising the authority of the board shall not include as members persons who are not directors. However, the board may create other committees that do not exercise the authority of the board and these other committees may include persons regardless of whether they are directors.

WHEREAS, Cal. Corp. Code § 5210 states (italicization added); and

Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.

WHEREAS, Cal. Corp. Code § 5212(d) states

Unless the bylaws otherwise provide, the board may delegate to any committee powers as authorized by Section 5210, but may not delegate the powers set forth in paragraphs (1) to (8), inclusive, of subdivision (a).

WHEREAS, the infeasibility for the Chapter Steering Committee to effectively make decisions inbetween Steering Committee meetings has raised concerns both within and without the Steering Committee; and

WHEREAS, there is a need to come up with at least an interim solution to the infeasibility of the Steering Committee making decisions inbetween meetings; and

WHEREAS, there is presumably still a desire for folks to be able to ask for more discussion on votes held inbetween meetings; and

WHEREAS, the Bylaws of the Berkeley Progressive Alliance state:

A vote taken outside of an official [Steering Committee] meeting shall require at least as many votes (including a tie-breaking vote) as would be necessary to pass the measure in a meeting if all other potential votes were cast against the proposal (excluding any affirmative abstentions). Additionally, at least three (3) days’ must pass before the vote concludes, or else all substantive main motions shall require no less than two-thirds of the total voting power (excluding any affirmative abstentions or a tie-breaking vote).

Any reversible or unexecuted part of a vote made outside of a [Steering Committee] meeting must be ratified at a Steering Committee meeting, or else shall automatically expire at the conclusion of the next regular Steering Committee meeting that is scheduled for at least three (3) days later.

THEREFORE BE IT RESOLVED that the Steering Committee charters the “Electronic Votes Committee” with the following charter:

East Bay Democratic Socialists of America Electronic Votes Committee

Article I: Establishment

The name of this entity shall be the East Bay Democratic Socialists of America Electronic Votes Committee, henceforth referred to as “this committee.” This committee shall be a standing committee of the East Bay Democratic Socialists of America Steering Committee, organized pursuant to the rules and regulations thereof.

Article II: Powers

This committee shall hold all powers of the Steering Committee, except as prohibited by law or the governing documents of the chapter.

Article III: Membership

The entire Chapter Steering Committee shall serve as the ex-officio members of this committee. Persons who are allowed to participate in meetings of the Steering Committee as non-voting representatives (e.g. liaisons from branches) may similarly participate in discussions of this committee and propose motions, but shall not be formal members of this committee.

Article IV: Officers

The Chapter Co-Chairs shall serve as the ex-officio co-chairs of this committee. The Chapter Vice Chair shall serve as the ex-officio vice chair of this committee. The Chapter Recording Secretary shall serve as the ex-officio recording secretary of this committee.

Article V: Meetings and Voting

This committee shall not hold meetings, but shall instead hold votes in between Steering Committee meetings as needed.

A vote taken by this committee shall require approval from at least as many members as would be necessary for the Steering Committee to pass the measure at a meeting thereof if all other Steering Committee members voted against the proposal (excluding any member of this committee who affirmatively abstains). Additionally, at least 3 days must pass before the vote concludes, or else all substantive main motions shall require no less than two-thirds of the total voting power (excluding any affirmative abstentions from the total voting power). For the purposes of this paragraph, any person who is an “interested director” (as defined in Cal. Corp. Code § 5211(b)) shall be considered to be affirmatively abstaining.)

Any reversible or unexecuted part of a vote considered by this committee must be ratified at a Steering Committee meeting, or else shall automatically expire at the conclusion of the next regular Steering Committee meeting that is scheduled for at least 3 days later than the beginning of the vote by this committee.

Article VI: Branding

In order to avoid confusion (especially outside the Steering Committee), this committee may operate in the name of the Steering Committee.

Article VI: Entrenchment Clause

Neither this committee, nor any other committee of the Steering Committee, may amend or rescind this charter.

 ^{4. A disinterested director is essentially a director without a conflict-of-interest.}

^{5. e.g. Cal. Corp. Code § 5212(a)}

^{6. Ensures that we can only alter (or repeal) these procedures at a Steering Committee meeting (or with the affirmative written consent of every single Steering Committee).}

TABLED FOR LATER

• Motion to TABLE consent agenda PASSED with 9 yes, 1 no, 2 abstain.

D. Chartering an East Bay DSA Rules Committee

Motivated by: Matthew L

WHEREAS, it has repeatedly become apparent that the East Bay DSA bylaws need to be overhauled; and

WHEREAS, it has become apparent that at least one existing practice of East Bay DSA does not necessarily comply with the California Corporations Code; and

WHEREAS, many formal rules of East Bay DSA are uncodified, making it difficult for members to know the rules and successfully navigate the chapter, and therefore impeding the democratic nature of the organization; and

WHEREAS, the lack of codifying rules also often makes unclear when something is a formally adopted rule or merely a custom, making it difficult for members to successfully navigate the chapter, and therefore impeding the democratic nature of the organization; and

WHEREAS, dealing with issues like these ad hoc is not efficient, especially given that bylaws amendments can only be adopted at regular membership meetings (which only occur quarterly); and

WHEREAS, Article V (Committees), Section 2 (Committee Operation) of the Bylaws of the East Bay Democratic Socialists of America states

Two initial co-chairs of each committee shall be appointed by the Steering Committee in order to establish the newly formed committee; and

THEREFORE BE IT RESOLVED that the Steering Committee charters a Rules Committee with the following charter; and

East Bay Democratic Socialists of America Rules Committee

The name of this entity shall be the East Bay Democratic Socialists of America Rules Committee, henceforth referred to as “this committee.” This committee shall be a select committee of the East Bay Democratic Socialists of America, organized pursuant to the rules and regulations thereof.

The primary purpose of this committee is to make recommendations to the Steering Committee and membership on:

• Overhauling the bylaws of this organization
• Codifying the relevant rules, practices, etc. of the organization into a single, publicly accessible document,
• Recommending amendments, repeals, and adoptions of codifiable rules, policies, practices, etc.
• Reviewing the articles of incorporation for any legal or other practical issues
• Any related matters of governance, organization, or structure

This committee shall give reports as if it were a standing committee.

THEREFORE BE IT RESOLVED that __________ and __________ are appointed as the initial co-chairs of the Rules Committee; and

THEREFORE BE IT RESOLVED that the Rules Committee is directed to ensure that any bylaws amendments that would affect things that happen at or in connection with Convention (e.g. Steering Committee elections) are put forth quickly enough to have a “second reading” before Convention (i.e. a “second reading” at the February 12 regular membership meeting); and

THEREFORE BE IT RESOLVED that the adoption of this resolution shall not be construed as suggesting that ad hoc changes to governing documents, practices, etc. should not be adopted until the Rules Committee is dissolved.

^6. Ensures that we can only alter (or repeal) these procedures at a Steering Committee meeting (or with the affirmative written consent of every single Steering Committee).

^7. It may be best to bifurcate rules and practices adopted by the membership and rules and procedures adopted by the Steering Committee

^8. Certain practices, etc., particularly of an operational security nature, should likely be restricted to a limited number of individuals, e.g. the Steering Committee

TABLED FOR LATER

• Motion to TABLE consent agenda PASSES with 9 yes, 1 no, 2 abstain.

VI. Meeting Adjourned