(Posted to mynissanleaf and facebook)
Here are some questions facing us as we contemplate forming an organization to install quick charger(s) in San Diego. Many of these questions are inter-related and can't simply be answered in linear sequence. Once we answer the questions we should be able to write a first draft of bylaws.
=== How to communicate? ==============
Communication must work among the most active people and also with the mildly interested people who don't spend a lot of time on this issue but who we hope will decide to invest in the venture. Meetings in person and Yahoo Groups are particularly good for communication among active participants. Facebook looks somewhat better than either for communication with people with the same interest but less time to devote. Mynissanleaf.com is best to reach people who aren't involved but would be if only they knew what we're trying to do. We'll need a mix of these methods.
=== Form a non-profit corporation? ==============
We should incorporate a 501(c)(3) California Mutual Benefit Corporation.
=== Legal professional help? ==============
We may get started with do-it-yourself efforts using resources such as Nolo, http://www.nolo.com/legal-encyclopedia/nonprofits/" onclick="window.open(this.href);return false; . Eventually we would need professional help. It would sure be nice if an attorney were among our initial members, or if some attorney would be willing to help us pro bono.
=== Accounting professional help? ==============
We can get started with do-it-yourself efforts. We probably would want a CPA to review our books for income tax filings (required even for non-profits not paying taxes).
=== Meeting frequency, location, proxies, and quorum? ==============
The more often we meet the faster things can get done - to a point. But the more often we meet the more likely more members are to be excluded from important decisions. How many members need to attend a meeting for us to feel that decisions appropriately reflect the consensus of the group?
=== Action taken without a meeting? ==============
In what circumstances could we make decisions outside meetings, e.g. via email ballot, and how would such votes be conducted?
=== What offices? ==============
Even when we first start out with just a few members, officers can be useful. E.g., banks like to have officers to put names on the signature card. If we grow to 100 members or more, it will be very difficult to take any action by consensus.
=== Election of officers? ==============
How, when, and at what interval do we nominate and elect officers?
=== Board of directors? ==============
When we're very small each major decision can be voted on by all members. When we're larger that will get very difficult, and it will be convenient to have an elected board of directors to run the day to day operations of the non-profit. How, when, and at what interval do we nominate and elect board members? And if we have a board of directors, should the officers be elected by the board or by the members?
=== Resignation, removal, and replacement of officers and directors?
When someone leaves, how is their position filled? Typically the board will have discretion to fill the position. If it is close to the next election the board may leave the position vacant, and if it is far from the next election the board may appoint someone to serve until that election.
Resignation is the usual way a position becomes vacant. But it may happen that someone acts against the interests of the organization. Or someone may not have the time and interest to devote to the organization which they anticipated, and repeatedly misses meetings and neglects duties. If they do not resign, they may have to be removed, and there must be a clear and fair process for doing so.
=== Conflict of interest policy? ==============
We may be more likely than most non-profits to have conflicts of interest, because many of the people who would be most valuable to us in leadership positions have jobs involved with parallel goals. E.g., employees of SDG&E, Ecotality, 350Green, Coulomb, Aerovironment, Nissan, Mitsubishi, and dealers. Conflicts of interest just need to be disclosed, and people need to recuse themselves from decisions taken where they have a direct conflict.
=== Record maintenance? ==============
Non-profits must maintain certain records. If we use a Yahoo group, Google group, or dedicated website and do all our business there, then all our records are automatically collected. If we do business via Facebook, mynissanleaf, and/or private emails then we need to plan how to maintain the necessary records.
=== Access to information by members and by the general public? ========
Do we want all information to be accessible to the general public? Or should certain information be accessible only to members? Only if we grew so big that we had paid staff would we need to deal with personnel information restricted to the board and officers in executive session and to designated officers. I don't think that's likely to happen. If there were any legal issues then that information would be restricted to the board and officers in executive session.
=== Initiation fee? Annual dues? ==============
We talked about $1,800 initiation, as equal to $50 per month for 3 years, and about one fourth of the $7,500 federal EV rebate. I think we might go a bit higher, like $2,500 - still only a third of what we're getting back. It would let us get started with fewer members. But then increasing the amount might reduce the number of prospective members. And the higher the initial amount the harder it is to handle some contingencies fairly, e.g. people leaving the area, extreme growth of the organization, shrinkage of the organization, and the end of this organization.
A related question is whether there should be annual dues, and if so how much? I think not, since I favor fees to charge.
=== Single or multiple class of membership? ==============
Non-profits are easier to manage with a single class of membership. Some have multiple classes with different amounts of dues gaining different levels of benefit. It's possible we could do something like that if there were a few people willing to pay quite a bit and many people willing to pay much less. But it would be very tricky to fairly define the voting rights and the charging rights.
=== Federal or state grants? ==============
Would a non-profit with our chartered purpose be eligible for any government grants? If so, would it be worth our while to seek them in view of any attendant paperwork and restrictions?
=== Insurance? ==============
We would need officer and director liability insurance, which is fairly inexpensive. We might also need general liability insurance against the possibility of equipment malfunction or misuse resulting in injury or property damage. It might make a big difference in cost whether our charger(s) were open to the public or to members only, and how well responsibilities were spelled out in the membership agreement and/or the agreement for registered non-member users.
=== Budget? ==============
From all of this we should be able to make a budget.
=== Number and type of chargers? ==============
How many people are willing to join and put up how much money will determine the chargers we can get. I think only two types of chargers might make sense. See http://www.mynissanleaf.com/viewtopic.php?p=137884#p137884" onclick="window.open(this.href);return false;
(1) Natural gas fueled full L3 chargers. These cost more, and we'd have fewer of them. We'd want them used as much as possible, and so would probably want to open them to non-members. (2) Grid powered "L3-" chargers of 20 kW or less. These cost less, are slower, and we'd have more of them. We'd want them used less and would probably restrict them to members only.
If there were little hope of the EV Project succeeding in placing full L3 chargers then I'd incline towards (1) partly as a public benefit, partly because that public benefit would grow the EV population and increase our commercial charging opportunities, and partly because ours would be the only truly "quick" chargers in the region. Because I think there is hope for the EV Project I'm inclined towards (2).
=== Provide charging to members only, or also to non-member registered users?
If we allow non-member registered users to charge, we need network connected chargers with integrated payment system like Blink's or Chargepoint's. We'd also need more legal and insurance work, and possibly additional ADA compliance issues.
=== Location(s) of charger(s) ==============
Everyone should have a vote, one vote for each unit we can afford to install. Start by collecting all nominated locations and do "preference voting" http://en.wikipedia.org/wiki/Preferential_voting" onclick="window.open(this.href);return false; to iteratively eliminate the least liked locations until we are left with just the right number. Understand that it's likely that at some of our preferred locations we will not be able to secure a suitable host or a suitable site, and we may need to vote again on a substitute location.
=== Charging fees? ==============
Member and non-member amounts if applicable. Per use, per time, or per kWh?
Even though we've already paid in advance through our initiation fees, I think we also need to pay per charge to avoid the "tragedy of the commons," http://en.wikipedia.org/wiki/Tragedy_of_the_commons" onclick="window.open(this.href);return false; . In order that the chargers be available to members who really need them, we need to pay not just the 10 cents per kWh that the non-profit will pay for electricity, but the 30 cents per kWh that is our alternative if we instead charge at home during peak TOU hours.
=== Charging reservation process? ==============
For a small membership something simple like making entries in a shared Google calendar would work fine. Most of the time you could probably show up without a reservation and find the charger free. If we had a large registered user base then we'd need a more robust reservation process like Chargepoint's.
=== Powers of officers? ==============
What actions and decisions can officers take? E.g., contract with an attorney or accountant. File taxes. Sign checks up to a given amount. Call meetings. Call elections.
=== Powers of board of directors? ==============
What actions and decisions can the board take? E.g., elect and remove officers. Authorize expenditures up to a given amount. Select vendors. Change bylaws? Expel member?
=== Powers of a majority of members? ==============
What actions and decisions are reserved to the membership as a whole? E.g. select preferred charger locations. Select preferred types of chargers. Elect and remove board members. Change bylaws? Move charger? Change membership initiation fee/dues?
=== Powers of a super-majority of members? ==============
What actions should require a super-majority of members? And how many? E.g. dissolve corporation. Change bylaws?
=== What if initiation fees or dues are increased or decreased? ======
If initiation fees are increased, do existing members owe the difference? If they are decreased, are existing members refunded the difference? Is it even legal to do so?
=== Eligibility of membership? ==============
Nissan Leaf owners. Mitsubishi iMiev owners. Anyone with a Chademo socket? Leaf owners without a Chademo? Prospective Leaf owners? Anyone who wants to join and for some reason is willing to pay?
=== Resignation of membership? ==============
If someone leaves the organization, e.g. if they're moving to another city or selling their Leaf, do they get anything back from their initiation fees? Could we legally give them anything back even if we wanted to? How much?
=== Transfer of membership? ==============
Suppose someone sells a Leaf and wants to transfer the membership to the new owner. Is that allowed? What if they're moving to another city, but find a new Leaf owner willing to pick up their membership. Is that allowed?
=== Expulsion of a member? ==============
What is the due process for expelling a member for cause? E.g., repeated and flagrant interference with the adopted reservation policy, repeated and flagrant misuse of the equipment resulting in damage. It's very unlikely we'd ever need this section of bylaws, but if we did need it we wouldn't want to force the board and officers to make up policy on the fly, exposing themselves and us to possible legal action.
=== Dissolution of the corporation? ==============
Unlike most organizations I think we're all looking forward to the time when this one can cease to exist. There will be plenty of public and commercial chargers, and no more need for our group. When the corporation is dissolved the assets cannot be distributed to members, but must be donated to another non-profit. There are good choices such as CCSE, Plugin America, and AAA.
