#meeting | Logs for 2023-07-31

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[17:56:50] <kolie> FYI #meeting-discuss is open
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[20:07:39] <janrinok> kolie, can you give voice to Deucalion, Bytram and mechanicjay pse
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[20:20:26] <kolie> I just spoke with Matt, and before I spoke with NC. Just want to say that whatever the immediate result of today - everyone is on the same page and agrees in principal that a complete change out is where things need to be.
[20:20:42] <kolie> Meant for that to be in #discuss
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[20:28:39] <kolie> ./mode +v aristarchus
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[20:31:25] <janrinok> NCommander is here
[20:31:44] <kolie> I read that as Soylent/Staff/Psyops/
[20:32:08] <matt_> NCommander ö/
[20:32:33] -!- mode/#meeting [+o NCommander] by kolie
[20:32:55] <janrinok> kolie, NCommander needs ,op
[20:33:09] <NCommander> thanks
[20:33:13] * NCommander can speak now
[20:33:47] <kolie> I think we are all set matt_
[20:33:54] <matt_> Great!
[20:34:17] <matt_> I hereby call to order this meeting of the Board of Directors of SoylentNews PBC.
[20:34:38] <matt_> As a first order of business, we should approve the minutes of the last meeting.
[20:34:52] <matt_> NCommander, do you have any comments on the draft minutes that I sent around earlier or are you ready to approve?
[20:35:38] <NCommander> They looked good when I checked last night, but my email is being a PITA on loading
[20:37:04] <matt_> Motion to approve the minutes of the meeting of the Board held on June 20, 2023.
[20:37:07] <matt_> All those in favor?
[20:37:11] <NCommander> Seconded
[20:37:18] <matt_> Aye!
[20:37:45] <matt_> Without objection, the minutes of the last Board meeting are approved.
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[20:38:10] <matt_> With that done, kolie, would you like to propose an agenda for today's meeting?
[20:38:42] <kolie> Yes - first the board proposed in its last meeting to elect new board members - does that board want to address that decision at this time?
[20:39:29] <NCommander> That's probably the best place to start.
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[20:39:42] <matt_> Sounds good.
[20:39:46] <NCommander> So, to sum up, as of this moment
[20:40:31] <NCommander> The SN board is matt_ and myself, and at the start of July, we adopted a resolution to expand the board back up to three
[20:41:20] <matt_> NCommander, is there anyone that you would like to nominate for the Board?
[20:41:21] <NCommander> For context, SN is supposed to have a three person board (at minimium) as per its bylaws, but the last seat has been unoccupied for some time.
[20:41:46] <NCommander> I would put kolie forward for a board position, given his work in everything to this point.
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[20:42:23] <matt_> kolie, are you willing to accept the nomination?
[20:42:27] <kolie> I accept the nomination.
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[20:43:01] <matt_> kolie, for the formal motion, are you ok with me using your full name?
[20:43:10] <kolie> Ofcourse.
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[20:44:12] <matt_> Motion to increase the size of the Board to three and appoint Justin Ennen to serve as a Director until his earlier resignation or removal.
[20:44:41] <NCommander> Shouldn't that be either, not earlier?
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[20:45:13] <matt_> it means that he will serve until he either resigns or is removed, whichever happens earlier
[20:45:24] <NCommander> Thank you for the clarification
[20:45:25] <NCommander> Seconded.
[20:45:29] <matt_> All those in favor?
[20:45:31] <NCommander> aye
[20:45:31] <matt_> Aye!
[20:45:38] <matt_> Motion passes unanimously!
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[20:45:48] <matt_> Congratulations, kolie!
[20:45:55] <kolie> Thank you.
[20:46:13] <matt_> kolie or NCommander, would you like to propose additional agenda items?
[20:46:37] <kolie> I would like to propose a motion with a bit of explanation before hand.
[20:47:14] <NCommander> kolie: the floor is yours
[20:48:04] <kolie> Well I am now a member of a board that serves the community of SoylentNews. It has come to my attention that the community of which I now serve has lost faith in the board and current structure governing the community.
[20:48:35] <kolie> In the interest of that community - and to resolve outstanding greviances - I would like to put forward the following motion:
[20:48:49] <kolie> 1) Establish a governance committee - the mission of which is in the interest of the community of SoylentNews at large to draft, explore and establish the structure, bylaws, and organization of the PBC.
[20:48:56] <kolie> 2) The existing shared holders and board agree to cease any such activities, votes, and agenda outside of that which is necessary to ensure the smooth transition and execution of the governance committee.
[20:49:02] <kolie> 3) The committee shall by chaired by myself and include at a minimum five other members to be valid.
[20:49:09] <kolie> 4) The committee shall be eligible to consist of chromas, hubie, mrpg, takyon, audioguy, bytram, cmn32480, Deucalion, Fnord666, janrinok, mechanicjay, requerdanos, kolie - pending individual acceptance.
[20:49:15] <kolie> 5) The first action of the committee will be to determine if it shall adopt the proposed changes by Separatrix. https://soylentnews.org
[20:49:21] <kolie> 6) If the first action is not approved the committee shall collectively draft a proposal to be approved by the chair. The chair acting in good faith shall approve any such reasonably constructed proposal. If the chair fails to approve any such proposal - the committee may by unanimous vote agree to have lost faith in the chair and elect by two-thirds majority a new chair.
[20:49:27] <kolie> 7) Upon approval of the committee's proposal by the board, all existing share holders and board members will be removed unless otherwise determined by the proposal.
[20:49:59] <kolie> I'd like to first before the motion is addressed discuss it among the board so that we may resolve any comments that may hinder its adoption.
[20:50:19] <kolie> I yield.
[20:50:29] <matt_> NCommander, thoughts?
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[20:51:12] <NCommander> On a high level, I agree with this, however, I have questions on how point 7 can actually work in practice with a B corporation.
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[20:51:55] <matt_> That point stuck out to me as well.
[20:51:57] <NCommander> More specifically, I recongize that, and well, I won't mince words here, things have not been handled well
[20:52:08] <kolie> What are your particular questions - I would propose that the committee can decide the relevant details - including up to and including dissolving the PBC and reforming.
[20:53:14] <matt_> To dissolve the PBC, the Board should first adopt a motion to make such a recommendation to the shareholders, and the shareholders should approve.
[20:54:08] <matt_> In that scenario, we should consider what to do with the domain name and bank account (which are essentially the PBC's only assets).
[20:54:50] <kolie> Would you like to ammend the proposal with any specific verbage to ensure such?
[20:54:55] <NCommander> kolie: legally speaking, the board can only take back shares with the consent of the shareholder unless a prior agreement says otherwise. Legally, we also need to have shareholders, but we're getting into questions of business law that make me less easy. If we're ultimately going to convert to a NFP, then point 7 should speifically be "Upon approval of the committee's propsal, the PBC shall be
[20:55:01] <NCommander> dissolved, and *new legal entity* would take over
[20:55:08] <kolie> I understand that - we have all the relevant parties here.
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[20:55:43] <NCommander> i.e., if we either issue additional shares, or the existing shares are transfered, that could end up deadlocking the PBC in the future
[20:56:08] <matt_> Perhaps a simpler solution to achieve the same goal would be for a new entity to be formed (new charter, bylaws, etc.), and then all the PBC has to do is approve a sale of the domain to the new entity. Then the PBC can be cleanly dissolved.
[20:56:20] <NCommander> That would be my preferred course as well
[20:56:30] <NCommander> The B corp was always intended as a placeholder.
[20:57:13] <kolie> I am in agreement that it would be cleaner to form a new entity and approve a transfer to it.
[20:57:50] <NCommander> May I give a suggestion of what I would think would be the absolutely cleanest way to approach this?
[20:58:01] <kolie> Perhaps then we can establish a committee responsible for setting up that entity, and once so established, agree to its conclusion.
[20:58:11] <kolie> I would like to hear that NCommander
[20:58:42] <NCommander> For us to form a not for profit, we need to specifically adopt bylaws, define members, and procedures. Realistically, a boilerplate approach isn't going to fly here
[20:59:34] <NCommander> In NFPs, people who are part of an organization (aka members) vote at each election who is at the board, which happens in accords with the bylaws of that org and the local state rules
[21:00:03] <NCommander> One of the very big sticking points is "who owns SN", which I think everyone agrees is a community project, but in a legal sense, it's split between Matt and I
[21:00:54] <NCommander> Essentially, the community would have to figure out who is a member, the criteria for voting, and then write bylaws, and operating procedures, which the NFP would operate under
[21:01:06] <kolie> I'm not sure if a NFP is the direction things need to be taken in to achieve our goals. You are proscribing a solution to a problem the community is not asking for potentially. We need a direct route where the community decides it's next steps and has the sign off from the PBC to proceed as it sees fit in a legal and sound manner.
[21:01:33] <NCommander> Well, wouldn't that be decided by the community council?
[21:01:35] <kolie> It is my hope that the committee, or a committee as such established, defines what it will be and then we sign off on it's continunation.
[21:02:20] <NCommander> Yeah, but I'm also saying that I'm not certain that the committee would actually be able to use the PBC as it exists right now, or any for-profit entity. Replacing the legal entity means defining everything else that goes along with it.
[21:02:32] <NCommander> that's the contention with point 7
[21:02:51] <kolie> Ok - so we ammend that.
[21:03:29] <matt_> Ok, so to summarize, a committee consisting of members as described in kolie's point 4 would meet, determine the structure of a new entity, form the new entity, the PBC would then sell the domain to the new entity, and the PBC would dissolve.
[21:04:01] <kolie> I think we are there yea.
[21:04:22] <NCommander> Yeah, that's basically what I would like to see.
[21:05:27] <kolie> I want to be clear that everything - the pbc intends to transfer all assets, data, ip.
[21:06:21] <NCommander> That would be my understanding, baring any unforeseen cirmustances
[21:06:37] <matt_> kolie, the intention would be to transfer all ip, including the domain, trademarks, data, etc.
[21:06:51] <kolie> ( address concerns in #meeting-discuss )
[21:07:07] <kolie> Alright, matt_ would you like to draft a formal motion as such for our consideration?
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[21:09:10] <matt_> Well, actually, there really isn't anything for this Board to do until the new entity is formed. What should happen next is the committee should meet, determine the structure of the new entity and form the new entity. PBC Board approval isn't required for any of that. Then we should convene another PBC Board meeting to approve the sale of the PBC's
[21:09:10] <matt_> assets to the new entity and dissolve the PBC. It will then be up to the new entity to take it from there.
[21:10:11] <NCommander> matt_: I'd personally like to see something more committal
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[21:11:01] <kolie> At the very minimum, I Want to see a committee formed, it empowered by the board to investigate a new vehicle, and it's conclusion made final.
[21:11:54] <NCommander> May I provide a potential motion?
[21:12:04] <matt_> The committee isn't a committee of the Board (which only has three members), but a committee of community members.
[21:12:19] <NCommander> matt_: ultimatley, this committee will be working for the board.
[21:12:32] <matt_> We could adopt a motion that the PBC wouldn't sell its assets to any entity for ____ days, to give the committee time to do its work?
[21:12:41] <NCommander> It needs to exist as something the board is approved, its specific mission, etc.
[21:12:57] <matt_> This could also be helpful as it could give the committee a deadline.
[21:13:58] <NCommander> Give me a moment, I'm trying to figure out how to write this
[21:15:04] <matt_> We could adopt a motion to authorize kolie to form a committee of community members to explore the formation of a new entity for the purpose of further developing SN?
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[21:15:50] <NCommander> But ultimately, the board is creating a committee of volunteers to specifically draft the plan of succession, to be presented to the community and the board within ... 90 days? (I dunno if that's too short) for public comment, and voted on 30 days past that point
[21:16:29] <kolie> As long as we are in agreement that ultimately that committee is acting in good faith and everyone understand here that it's not ignored we will be good. The problem is I don't know if there is enough faith in the community at this moment to buy that much good will.
[21:16:54] <kolie> And 90 days is insane.
[21:17:12] <matt_> kolie, how long do you need?
[21:17:30] <kolie> Two weeks - we will meet to see the progress and vote on a proposal if one is together. If one isn't together - I would suggest voting on it within 3 days of its creation.
[21:17:56] <kolie> Maybe a week after creation to make sure legal is good or whatever - but it needs to be quick here.
[21:18:08] <NCommander> No, the community at large needs to be able to weigh on this. Whatever this committee drafts has to go on the main page.
[21:18:21] <NCommander> Because that is ultimately what matters here.
[21:18:37] <kolie> Ok but that doesn't take 90 days. The fact of the matter is - our volunteers are our heart and soul.
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[21:18:43] <kolie> The committee is made up of them.
[21:18:49] <NCommander> kolie: I meant that more as a max
[21:19:05] <NCommander> Maybe 14 days, with the option to extend with 90 days at the committees discresion should they need more time
[21:19:11] <NCommander> (extend up to)
[21:19:16] <kolie> The committee will take its time to make its proposal - if there isn't one well they needed more time.
[21:19:31] <kolie> If nothing happens in 90 days - we can plan B it.
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[21:20:05] <kolie> Please refrain from the nick changes.
[21:20:05] <NCommander> What is Plan B?
[21:20:42] <kolie> Plan B is entertain the proffers I suppose.
[21:21:05] <NCommander> ... I'd like a bit more of a solid plan b
[21:21:13] <kolie> I think the committee will deliver.
[21:21:42] <kolie> We form the committee - if it can't come to a conclusion in 90 days - we are back to square one or we vote to dissolve is how I see it.
[21:22:34] <kolie> matt_, I know you have 8 minutes here.
[21:22:37] <matt_> Motion to approve the formation of a committee of volunteers to explore the formation of a new entity for the purpose of acquiring the PBC's assets, including all internet domains, data, and intellectual property, which committee shall present a proposal to the Board within 14 days of today's date, which may be extended to a maximum of 90 days at
[21:22:37] <matt_> the committee's discretion.
[21:22:38] <NCommander> What are teh deliverables of this committee?
[21:23:22] <kolie> matt_, addressed it well.
[21:23:25] <kolie> I second the motion.
[21:23:30] * NCommander also seconds.
[21:23:50] <matt_> All those in favor?
[21:23:53] <kolie> aye.
[21:23:55] <matt_> Aye!
[21:24:01] <NCommander> Aye
[21:24:04] <matt_> Motion passes unanimously!
[21:24:14] <matt_> Any other business for the Board today?
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[21:24:53] <kolie> Is discretion of the board up to myself at this time?
[21:24:56] <kolie> For the committee.
[21:25:05] <NCommander> I think we had an outstanding issue to handle community Q&A, however, I think we're going to run over time, so I'm not quite sure how to handle that given matt_'s hard stop
[21:25:06] <Deucalion> Q&A / AOB from #meeting-discuss
[21:25:17] <kolie> We can do the Q&A after the official meeting.
[21:25:22] <NCommander> That's fine
[21:25:23] <kolie> I'll stick around, NC can also if he wants.
[21:25:25] <Deucalion> Not without matt_
[21:25:39] <kolie> He's got a hard stop at 2:30.
[21:26:01] <kolie> Any matt specific questions shoot in discuss and I'll get in here. Let's close out the meeting and you get as much matt as he wants to give.
[21:26:06] <matt_> kolie, the Board has approved the formation of the committee, so I think you can proceed with steps 3-6 of your proposal and let us know how it goes.
[21:26:16] <kolie> Thank you.
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[21:27:05] <kolie> I'm good to close down the official meeting and open to discuss matt_.
[21:27:10] <matt_> Motion to adjourn.
[21:27:10] <NCommander> I think the easiest thing to do is we can close the formal meeting, and then have questions handled one by one from meeting-general here. That's probably the easiest way, but I'm open to suggestions.
[21:28:14] <kolie> I like it.
[21:28:24] <kolie> seconded
[21:28:39] <matt_> All those in favor?
[21:28:40] <matt_> Aye
[21:28:42] <NCommander> aye
[21:28:43] <kolie> aye.
[21:28:47] <matt_> Meeting adjourned!
[21:28:53] <kolie> cmn32480 - Why have there been no responses to any of the buyout offers that were sent to the shareholders? Would you like to elaborate on that question or just as it is we take it?
[21:29:47] <kolie> We should probably set the next meeting as well.
[21:30:01] <matt_> I've got to run! Bye!
[21:30:04] <cmn32480> It's exactly as stated. I emailed in to NCommander and matt_ a suggestion to help bridge the gap with the staff and not have to go through all of the rigamarole of forming a committee and new legal entity on June 29th. Got back crickets.
[21:30:27] <kolie> I didn't see it - I don't know if it was considered - I wasnt a board member anyways. NCommander - input on that?
[21:30:34] <kolie> Was it discussed with you and matt?
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[21:30:59] <cmn32480> That suggesting involved a partial buypout of the existing shares by myself and one other long time staffer. NCommander adn I discussed it at length on a phone call.
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[21:31:21] <cmn32480> but no response to the offer was ever received.
[21:32:55] <Deucalion> I believe the proffers were briefly mentioned above.....
[21:32:55] <kolie> not sure where he went :)
[21:33:17] <NCommander> Yeah, so I can weigh on this. Ultimately, the proposal was sent to matt_ and I, and discussed breaking up the shares. As I discussed with you in DM, that ultimately didn't solve the issue in regards to the general ownership problem, but I was agreed to at least using it as a starting point point. I did send it to matt, and got no response, which I did tell you on Discord, there was no follow-up over
[21:33:23] <NCommander> it, and I didn't talk with matt_ from that discussion until now.
[21:33:35] <NCommander> *from before that discussion to now
[21:34:21] <kolie> I think too the board and NC have outside uhm distractions lets say.
[21:34:35] <kolie> It's been hard to have real communication and changes - part of the current disfunction of the board.
[21:34:42] <kolie> Fair to say NCommander
[21:34:43] <kolie> ?
[21:35:46] <NCommander> Essentially, yes. We were scheduled to have this meeting, but ultimately, communication on the backend has ... well let's just say its a known problem, and one that def. needs a better solution
[21:36:23] <kolie> cmn32480, I think that more or less answers your question.
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[21:37:03] <cmn32480> yes. Moving on...
[21:37:18] <kolie> Verydite your first question: There are lots of opinions about which parts of the org structure are problematic (and I suspect this will get brought up in the meeting), so instead I am curious as to which parts of the org structure work well? What should new aspiring communities potentially copy?
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[21:37:52] <NCommander> That's a rather broad question ...
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[21:38:09] <kolie> The community voice works well. We need to listen to it. There is a lack of communication of the purpose, structure, and form of the PBC. It's not intended to rule - the community was. Ultimately that structure and purpose wasn't communicated.
[21:38:22] <kolie> I spoke with matt before the official meeting.
[21:38:37] <kolie> He said the power is in your hands, you have the keys, the PBC just acts to sign the checks and hold the liability.
[21:38:56] <kolie> He was adamant the community was in control - and they just operated that apparatus.
[21:39:00] <kolie> I know that isnt the perception
[21:39:11] <NCommander> I'm going to address this more directly I think
[21:39:13] <kolie> And the ability for someone to say SN goes away - that kind of undermines what he said.
[21:39:17] <kolie> Sure
[21:39:22] <NCommander> Ultimately, while I was in the role in project manager, I also held the role of president
[21:39:37] <NCommander> And I acted as executioner of the communities wishes. There's *a lot of very long posts to that*
[21:40:32] <NCommander> However, after I stepped down in 2021 from that role, there essentially became a large disconnect to this. The problems had been building well before that, but the wheels essentially fell off when the business/legal side became detached from the operations/community side of things.
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[21:41:18] <NCommander> I rather not beat the dead horse. I played a role in how things came out, and I already put a lot of that on writing in the site
[21:41:36] <NCommander> But what essentially failed is the role of the PBC and the community was never defined because the PBC was never intended as a permament solution
[21:42:24] <NCommander> Essentially, there are somethings in which the community has to be overwritten due to legal concerns. I will cite the arbitation committee as an example of this on Wikipedia
[21:42:48] <kolie> I think thats a fair answer - Veyrdite - can I move to your second question?
[21:43:02] <Veyrdite> May I narrow my question slightly?
[21:43:14] <kolie> You got the floor.
[21:43:45] <kolie> I will be back I need 2 minutes sorry.
[21:43:52] <Veyrdite> It sounds like having the org worked at first. Would you suggest other (new) projects do an org the same way, or something different?
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[21:44:17] <NCommander> Veyrdite: essentially, the PBC was planned to stay in operation until we had enough funds to actually get a lawyer and solve the legal problems we ran with the NFP incorporation
[21:44:29] <NCommander> But SN never really got big enough to make it viable to pay that bill.
[21:44:40] <NCommander> or well, it wasn't really a priority
[21:45:00] <NCommander> And well, it was working well enough at the time, so it kinda faded into the background
[21:45:27] <NCommander> For the new org?
[21:45:33] * kolie has returned.
[21:45:37] <NCommander> It needs to be specifically defined who is responsible for who does what
[21:45:45] <NCommander> And there needs to be a clear way to change the guard.
[21:46:10] <NCommander> No one should be stuck in a position they don't want to be, and people need to be replaceable; any of us can be hit by a car tomorrow
[21:46:37] <kolie> Veyrdite, thanks, I assume we can move on?
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[21:46:50] <Veyrdite> Yes, thankyou NCommander & kolie.
[21:47:00] <kolie> Veyrdite - I have heard "NDA" been mentioned. This seems dissonant for a public site with volunteers. Can you explain what is going on here?
[21:47:13] <kolie> I can address this.
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[21:48:04] <kolie> I approached NC when the shutdown happened. We were discussing the site, its data, etc. I agreed to an NDA to not disclose anything. As an outsider - I was given access to the internals of the data, pbc, etc. The purpose of the NDA was to safegaurd the PBC from liability given access to someone outside of everything.
[21:48:15] <kolie> It was overly broad, generic NDA.
[21:48:21] <kolie> It has since been removed and is not in effect.
[21:48:47] <kolie> It was from legal zoom - it's purpose literally for liability and there was no nefarious background being discussed behind it.
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[21:48:56] <kolie> Everything discussed at that time has since become public.
[21:49:05] <kolie> Veyrdite, Any questions to follow up?
[21:49:38] <Veyrdite> Yes. Are there any other NDAs currently in force in this organisation?
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[21:49:56] <kolie> NCommander, Unless you know of any - I do not.
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[21:50:44] <NCommander> Unless matt_ did one without my knowledge, this is the only time an NDA has been used with SN
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[21:51:12] <kolie> And I think it was widely regular and approriate given the conerns of the machine, personal data involved, any organization I am in would've done the same.
[21:51:24] <Veyrdite> Thankyou Ncommander & kolie, that answers my question well. To be honest I had a small fear that secret business/spinoff stuff might have been going on.
[21:51:53] <kolie> I did offer to buy shares stuff like that - the end goal always being to figure this out down the road - I explored and we discussed many ways that could've worked.
[21:52:17] <kolie> Thanks Veyrdite
[21:52:27] <kolie> I'm going to remove moderation.
[21:52:36] -!- mode/#meeting [-m #meeting] by kolie
[21:52:45] <kolie> I'm open to any other questions here.
[21:52:52] <NCommander> As am I
[21:53:41] <kolie> Deucalion, alion> kolie, Q for #meeting - what are the next steps? Propose first step is contact the suggested committee members to see if a committee can indeed be formed as suggested.
[21:53:51] <kolie> Exactly what we need to do. Some of these people are present.
[21:54:12] <kolie> janrinok, do you accept to be on the governance committee?
[21:55:36] <kolie> If you are here and you are : chromas, hubie, mrpg, takyon, audioguy, bytram, cmn32480, Deucalion, Fnord666, janrinok, mechanicjay, requerdanos let me know now
[21:55:39] <janrinok> Yes, but only if you cannot reach the target number of 5 with other people. I want to see the changes implemented before I spend significant time support the site under its current management.
[21:55:42] <NCommander> (I need to step away for 5-10 minutes, I'll be back 5:05 PDT at the latest)
[21:55:51] <NCommander> *EDT
[21:56:03] <mrpg> Thank you, I don't
[21:56:05] <kolie> janrinok, noted your conditional acceptance.
[21:56:10] <requerdanos> I accept.
[21:56:27] <kolie> requerdanos, gotcha.
[21:56:39] <kolie> mrpg, noted you are not to be involved.
[21:58:21] <janrinok> I want the site to survive - but I will not be taken for granted. I don't mind doing the graft but I expect that it is recognised as a contribution and not ignored when decisions need to be made. Don't just assume that I will comply with the Board.
[21:58:40] <kolie> The board has made it clear the future is in your hands.
[21:58:56] <mechanicjay> kolie: I am here and will accept commitee membership.
[21:59:20] <kolie> thanks.
[21:59:52] <janrinok> No, they haven't - they have kicked the can down the road as they usually do. I am not convinced of any change yet
[22:00:52] <NCommander> I'm back
[22:00:58] <janrinok> I do NOT accept the current Board, but will contribute if I can to changing that, only if you cannot find 5 other volunteers
[22:01:04] <Veyrdite> It didn't look like the agreed motion makes the committee's suggestion/outcome binding; I do not know how the board will react.
[22:01:45] <kolie> NCommander, representing a board memeber, and now myself - I believe our intent is to pass any reasonable proposal put forth - including ones we are not specificaly keen to. If it's in good faith I'll pass it.
[22:01:54] <kolie> Is that your view NCommander ?
[22:02:47] <NCommander> I have stated since the very beginning that I wanted SN to be a community governance project in all aspects. Incorporating towards an NFP was the original plan, and while that may or may not be what the committee ends up suggesting, I've literially said the same thing for 9 years.
[22:03:33] <NCommander> Essentially, for that to work, issues such as membership, specific definitions of responsibility, etc need to be hashed out
[22:04:32] <NCommander> Such an agreement also needs to meet the legal requirements of wherever we are incorporated to do business
[22:04:51] <janrinok> After 9 years we are really still discussing these issues?
[22:05:25] <NCommander> Who is responsible for installing upgrades on the server? Who is repsonsible for setting the guidelines for acceptable content?
[22:05:34] <Veyrdite> I think Ncommander's notes are useful here. It gives the committee a better chance of putting something together that is less likely to get rejected; and/or for them to disagree & provide reason on specific points.
[22:05:39] <NCommander> How do we replace someone?
[22:06:22] <janrinok> Is that a community problem?
[22:06:36] <NCommander> janrinok: if you want to replace the board, it is
[22:06:47] <janrinok> That is who I work for.
[22:06:51] <kolie> I've created #governance - the purpose of which is for the governance members to meet and have logged discussion.
[22:07:06] <kolie> I think we can do this in journals, that channel, and meta.
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[22:08:23] <NCommander> Veyrdite: you'd have to dig through the site archives, and the wiki
[22:09:01] <NCommander> But there is quite a bit on specifically how I thought this should work that might be useful, as well as most of my writeups on the wiki about the actual incorporation process.
[22:09:44] <Veyrdite> https://wiki.staging.soylentnews.org
[22:10:44] <janrinok> NCommander, I have acknowledged your contribution to the site, and I have thanked you for it. But we now have very different opinions on where we should be going next. It isn't personal, but I am very passionate about letting the community decide the future.
[22:11:07] <NCommander> janrinok: so what do you propose? SoylentNews needs to have a legal entity of some sort to do business.
[22:12:06] <janrinok> You could simply hand the site over to someone else. But I am only a community member now. It is your decision.
[22:12:07] <NCommander> And even as a not for profit, it is still a business in the sense that it has to take in money to pay its bills.
[22:12:17] -!- mode/#meeting [-v Veyrdite] by kolie
[22:12:22] <janrinok> Then let that person handle the change
[22:12:48] <NCommander> janrinok: so you would ask me to simply give unadulterated control to a different individual that could do anything they wish and disregard the community freely without doing due diligance?
[22:13:07] <Veyrdite> Test 123
[22:13:12] <NCommander> I would also specifically note we just formed a community to replace the board entirely with something different.
[22:13:16] <NCommander> er, committee
[22:13:17] <kolie> Just to be clear the channel is open and unmoderated currently.
[22:13:30] <janrinok> You could be gone by the end of today. I would still be grateful for everything that you have done. but we could move forward again. Now we have another delay....
[22:14:07] * Deucalion is mulling
[22:14:14] <NCommander> janrinok: so who would own SN?
[22:14:32] <kolie> He just said give unadultered control to a different individual.
[22:14:38] <janrinok> You choose your path, I have chosen mine. If I am wrong then I will know about it soon enough and I can blame only myself.
[22:14:38] <kolie> That person I suppose.
[22:15:48] <NCommander> janrinok: I'm actually curious, what is move forward?
[22:15:58] <NCommander> What am I stopping you from doing?
[22:16:05] <kolie> Does anyone want to prepare a release for the front page regarding the results of the meeting? I'd like to see and ammend it before it goes live.
[22:16:11] <NCommander> or more specifically the community?
[22:16:33] <Deucalion> kolie, are you assuming editor in chief?
[22:16:45] <kolie> No - the editors also haven't picked one that I am aware of yet.
[22:17:27] <kolie> It is a bit moot at this point - I was going to have an editorial committee and assign it tasks of the content policy and stuff.
[22:17:37] <audioguy> We have an ecellent editing department. You should try one of them. But that is actually the secretaries job
[22:17:50] <kolie> This isn't for corporate minutes.
[22:17:51] <requerdanos> I sent an email some days ago to the registered email addresses of current editors asking about ideas for editor in chief, but have not heard back
[22:18:01] <kolie> I saw that requerdanos - thanks.
[22:18:12] <audioguy> Sorry, I misunderstood.
[22:18:36] <audioguy> Still highly recommend one of our editors though :-)
[22:18:42] <kolie> I want to let the community know we have come to some sort agreement here, ask for continued input, and put out the list of names going forward.
[22:18:44] <kolie> :)
[22:19:23] <Veyrdite> What is the process of adding more members? Appoint by board members, appoint by committee or nothing more than who has been listed already?
[22:19:33] <Veyrdite> I suspect some more people might want to join when they see the article.
[22:19:33] <NCommander> Veyrdite: members of?
[22:19:36] <kolie> Ill accept a two thirds vote by the existing members.
[22:19:37] <Veyrdite> Committee
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[22:20:05] <kolie> The list I have isn't arbirtrary - it was staff who was active within the last year + active ediroes.
[22:20:08] <kolie> editors*
[22:20:29] <kolie> I feel they can determine among themselves who else should join their ranks directly - not to say the committee isn't accepting outside input.
[22:20:58] <kolie> We need to determine who is in and schedule the first meeting.
[22:21:11] <acid_andy> audioguy mentioned many of the site features used by the editors and staff have been removed. Is there a plan in place to reimplement any of these?
[22:21:25] <kolie> Not sure what's being referred to.
[22:21:37] <NCommander> This work also isn't being done in a void. The committees proposal will be on the main site, and likely discussed more than once
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[22:23:03] <kolie> I haven't heard from chromas, hubie, takyon, Bytram, cmn32480, Deucalion or Fnord666.
[22:23:28] <Veyrdite> I vaguely recall someone writing about wanting staff to have access to more stuff (I assume the current arrangements are NCommander is the only one with SSH?)
[22:23:33] <kolie> When we hit 5 I'll schedule our first meeting and the committee itself can determine first steps. I just want to facilitate it.
[22:23:33] <Veyrdite> I can't find it now, still looking
[22:23:42] <Deucalion> kolie, what you proposed was "someone" submit, you edit and push - that's text book dictatorial behaviour. i.e only you control what the masses see.
[22:23:58] <kolie> I want to add some stuff if something goes out.
[22:24:10] <kolie> You can submit whatever - I don't want two posts - no censoring.
[22:24:28] <kolie> I want to see it so I can add some stuff if something left out.
[22:24:51] * NCommander mostly wants to review it for the same reasons
[22:25:22] <kolie> It's basically a draft of want I want to say - if someone else has something else to say go for it.
[22:25:23] <audioguy> Appoint someone to do it, ask them to add what yu want. You do not have to control everythng. This is one of my problems with you leading things.
[22:25:32] <NCommander> audioguy: are you volunteering?
[22:25:51] <Deucalion> So the "correct" message as approved is seen?
[22:25:57] <NCommander> Hold
[22:25:59] <kolie> Post whatever you are missing the point.
[22:26:05] <kolie> I'll draft my own.
[22:26:13] <audioguy> No because I am am a lousy editor. Which Is why I suggested one of them.
[22:26:14] <Deucalion> Then post it
[22:26:21] <kolie> Yea so am I.
[22:26:50] <Veyrdite> An observation: there are different tones of Meta articles depending on who writes them. Might be worth keeping this one a simple and nuetral recap of the meeting with a few links, then let opinions be in the comments or other posts.
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[22:27:07] <kolie> That's all I was looking for it turned into a censorship debate.
[22:27:14] <janrinok> That's why we have editor and not writers
[22:27:19] <kolie> Accuse me of censorship when I've censored.
[22:27:42] <Deucalion> LMAO... you can't be censored
[22:28:43] <NCommander> Deucalion: ok, so write it, and submit it. If it needs to be edited, or a board position clarified, kolie and I will correct it. You can include the log to right here. No one is censoring and the actual chat log is right here.
[22:28:54] <Deucalion> <kolie> I want to see it so I can add some stuff if something left out. >>> control the message.
[22:29:24] <kolie> Yea you don't understand me at all.
[22:29:33] <Deucalion> Oh, I do
[22:29:42] <kolie> Clearly.
[22:30:35] * jman says starting to sound like flame wars here. ;)
[22:30:57] <Luke88> mebbe they need to get a room :D
[22:31:55] * Deucalion is here. Accept proposed governance committee membership.
[22:32:14] <kolie> I have no interest in what the committee decides - nor do I want to shape it's decisions - I only way to facilitate that conversation in good faith and present it as such to be green lit by the board. Any notion otherwise is outside of anything I am doing.
[22:32:24] <kolie> Noted.
[22:32:49] <kolie> idle in #governance - I'll likely post there and in journals important stuff.
[22:33:10] <Deucalion> yes boss
[22:33:30] <kolie> Or don't committee can decide how it wants to meet.
[22:33:35] <kolie> Just trying to get everyone together.
[22:33:41] <kolie> My bad.
[22:34:29] <NCommander> Is there anything else anyone wants to ask, or do we want to start wrapping this up?
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[22:35:10] <Veyrdite> I am good for now. Thankyou everyone.
[22:35:20] <NCommander> Veyrdite: have a pleasent $TIME
[22:35:25] * Fnord666 is present and will join the governance committee
[22:35:29] <Veyrdite> real 0.000 sec
[22:36:17] <kolie> I'm good thanks NCommander
[22:36:28] <Deucalion> What's the voting power in the PBC now?
[22:36:38] <kolie> Board is myself matt and ncommander.
[22:36:38] <Deucalion> Is it one board member one vote?
[22:36:44] <kolie> Yes.
[22:36:47] <Deucalion> OK
[22:36:58] <Deucalion> No futher question M'Lud
[22:37:07] <jman> Like most meetings, seems like nothing actually got done this time around, but an effort was made. On to the future!
[22:37:12] <mrpg> The committte is gonna elect a new editor in chief?
[22:37:25] <kolie> I thought the editors would do that.
[22:37:42] <Deucalion> Someone would need to volunteer for that poison chalice
[22:37:44] <NCommander> jman: TBH, this was actually productive, because it actually starts the process of who is actually going to essentially own/define SN, and either revamp or replace the current governance
[22:37:53] <Fnord666> and with that I need to depart the meeting. Good night everyone.
[22:37:58] <NCommander> Fnord666: sleep well
[22:38:05] <kolie> Fnord666 - are you delaying your acceptance
[22:38:13] <kolie> time to think so to speak?
[22:38:32] <Fnord666> No I said that I would accept.
[22:38:36] <kolie> Gotcha.
[22:38:36] <mechanicjay> kolie: it looks like he accepted above?
[22:38:40] <kolie> I missed that.
[22:38:45] <requerdanos> " Fnord666 is present and will join the governance committee "
[22:38:49] <kolie> Ok we have 5 without jan.
[22:38:53] <jman> Just being snarky, yes, my aplogies.
[22:39:25] <mechanicjay> I lost count who are the Famous Five?
[22:39:57] <kolie> Check in to #governance
[22:40:04] <kolie> audioguy, deucalion, fnord666, mechanicjay, and requerdano
[22:40:17] <mechanicjay> very good, thank you
[22:40:31] <kolie> I've got 5 more potenials.
[22:40:52] <Deucalion> The original proposed list was 12. How is 5 considered quorum?
[22:41:12] <kolie> My proposal said 5 other members to be considered valid - I will wait for some time to accept more members.
[22:41:32] <kolie> I really want to hear from everyone yay or nay.
[22:41:33] <Fnord666> Do we have a deadline for when the committee will be finalized?
[22:41:52] <kolie> We don't if we want to discuss that in #governance as the committee - let's do it.
[22:42:26] <kolie> Chromas, hubie, takyon, bytram and cmn32480 have yet to decide one way or the other - I'm sure we can get a yes or no from them in a reasonable time frame.
[22:42:36] <Deucalion> I don't remember audioguy actually agreeing to join. He was quite vague about his conditions of "enough others"
[22:42:52] <kolie> He agreed I marked it :)
[22:43:11] <audioguy> Im am in. Clear?
[22:43:12] <Fnord666> Did you include hubie in the list of possibles?
[22:43:29] <Fnord666> disregard, i see it above
[22:43:46] <kolie> Chromas, hubie, takyon, bytram and cmn32480 have yet to decide one way or the other.
[22:43:51] <Fnord666> yup
[22:44:15] <audioguy> How about janrinok?
[22:44:22] <kolie> JAnrinok was conditional if 5 werent met
[22:44:28] <kolie> 5 are met so hes out unless needed.
[22:44:40] <kolie> I'd like him involved - if you can get him onboard great.
[22:44:45] <kolie> He doesn't want to waste his time if nothing comes of it.
[22:45:25] <Fnord666> Knowing that we have at least five I think we still need a firm in or out from him.
[22:45:28] <Deucalion> I'm not sure he didn't typo there
[22:45:50] <Deucalion> Agreed wit Fnord666
[22:45:55] <kolie> He was firm - he is in if five people were not present.
[22:46:13] <kolie> We have five without him - hes out unless otherwise he communicates to me.
[22:46:14] <audioguy> The only reason I am here at all (since a few months ago) is because he asked me to give it one last shot. I now call upon him to do the same, at my request.
[22:46:19] <Deucalion> It was also late in the day / night for him
[22:46:29] <kolie> thanks audioguy
[22:46:30] <Fnord666> Let's remember our basic truth tables for if-then.... :)
[22:47:01] <kolie> I think I'll be saving you some $$$ short term buddy.
[22:47:14] <kolie> And we can put that into whatevers next if necessary.
[22:47:20] <kolie> Much better use probably.
[22:47:39] <kolie> oh fuck I ment to ask
[22:47:44] <kolie> How much is in the bank to work with.
[22:47:55] <Deucalion> ask matt_
[22:47:57] <Deucalion> or NC
[22:48:00] <kolie> already sent.
[22:48:28] <kolie> It doesn't matter I've already offered to cover the hosting and stuff - there was a few hundred if I recall correctly so pretty sure its good for a lil bit.
[22:49:03] <Deucalion> NC cut the hosting bill down massively
[22:49:10] <kolie> ;)
[22:49:17] <kolie> features too I hear.
[22:49:20] <kolie> to soon?
[22:49:44] <requerdanos> Did I hear someone say "wrapping this up?"
[22:49:52] <kolie> I mean it's been killed and dead.
[22:49:54] <kolie> We are just idling.
[22:50:04] <kolie> I'm around for another hour.
[22:50:21] <requerdanos> In that case I am afk. Peace to all.
[22:50:25] <kolie> thanks requerdanos
[22:50:31] <kolie> Thanks to everyone involved.
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[22:57:06] <NCommander> Thank you all for those who attended.
[22:57:16] * NCommander is going to sign off
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[23:05:17] kolie is now known as MrPressGang-Kolie
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