#governance | Logs for 2023-08-02

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[01:43:48] <Bytram> kolie: I hereby agree to be on the governance committee.
[04:27:46] <audioguy> Yes!
[04:36:05] <audioguy> Proposal 1 resolution (I hope) - so we have a wrsrt case situaton for time, so far te best compromise seems to be about 1:30pm PDT - same time as the staff meeting was.
[04:36:37] <janrinok> Very interesting journal from separatrix: https://soylentnews.org
[04:36:45] <janrinok> audioguy, date?
[04:36:47] <audioguy> So we should all try to checkin around that time daily just to see if the is a 'hot' discussion in process.
[04:37:00] <janrinok> Ah, OK
[04:37:51] <janrinok> more accurate link for that journal: https://soylentnews.org
[04:37:57] <audioguy> Otherwise we canjust operate as we have in the past, propose things,leave it for at least a day so tohers can object or have a better idea, the maybe one person just says 'great, do it!' and thats that
[04:39:05] <janrinok> I think if it is to be a major change we have to at least know that everybody has seen it before adopting it. Routine chat not so much.
[04:40:04] <audioguy> What do you suggest? A real metting say once a week to handlestuff like that?
[04:40:10] <janrinok> but in theory it seems like a good way ahead
[04:40:40] <janrinok> A simple comment on here saying "ref xyz seen" would meet the bill
[04:41:03] <janrinok> but others might have a better idea - I have just woken up!
[04:41:08] <audioguy> Well what has happened in the past is that envenif we thought we had a way forward, if someone camein a bit later with a real zinger, we would just revivit it.
[04:41:17] <janrinok> fair enough
[04:41:18] <audioguy> revisit
[04:41:48] <janrinok> just don't write it in the constitution by chiselling it into a stone tablet...
[04:41:49] <audioguy> WE are not playing against each other, there is not contest here. WE are mostly like minded.
[04:42:25] <janrinok> lol
[04:42:36] <audioguy> Ok, I will put aside these three,oops two stone tablets then.
[04:42:51] <janrinok> turn them over and use the other sides
[04:43:04] <audioguy> OK ,we'll AFTER the catfight,I mean.
[04:43:52] <audioguy> Alot of stuff is jusy mundane, setting schedules, etc.
[04:48:15] <audioguy> Here is another mundan thing:
[04:49:14] * janrinok pauses
[04:49:18] <mechanicjay> 1:30 pdt works well for me mostly, as I'm in Seattle, sometimes I have $dayjob meetings and stuff.
[04:49:37] <janrinok> morning mechanicjay !
[04:49:48] <audioguy> Proposal 2: It has been suggested we use our journals to keep notes. That is fine, but I think we need two special places: 1l a place to put stuff clearly agreed to
[04:49:52] <mechanicjay> howdy!
[04:50:27] <janrinok> It is taking a long time to get to where we were, but are we getting there....
[04:50:47] <audioguy> 2. a place to put working noes that everyone can see. For example I have researched a lot of legalstuff, staff has mostly seen it but not Kolie and maybe some others.
[04:51:36] <audioguy> 1:30 just a check for hot discussions, any that hot will tendo to go on for a while.
[04:52:19] <janrinok> audioguy, can we put it in the main site wiki? A section called 'Useful Notes' or something?
[04:52:47] <audioguy> So What I suggest is we either repurpose some old accountsor create new ones, whichof course have journals. One as TransitionTeamDecisions the other as TransitionteamNotes
[04:53:30] <audioguy> I would like shorter names but I jst dont want to go to 'TransTeam' ... yet.
[04:53:32] <janrinok> You might have a problem with the rampaging ACs unless you screw it down tight. But it can be done.
[04:54:17] <audioguy> Logged in users only. I was also woriied If might get kicked off by some script killing dupe users
[04:54:31] <janrinok> we have active sock puppets - they are logged in
[04:54:35] <audioguy> The trolls seem to have little problem :-)
[04:54:54] <audioguy> Is there any other way to limit?
[04:55:06] <audioguy> Actually, I may have the way
[04:55:08] <janrinok> When I get my access back I will look into it
[04:55:54] <audioguy> I was thinkging we would need some way to make people were not overwriting each other, journals werenot relly intended as a collabortion setup. Soput one person in chage of each.
[04:56:11] <audioguy> funnel through that one person
[04:57:01] <janrinok> it is not perfect, but it is workable. Anybody else on here got any better suggestions? Please contribute if you have.
[04:57:02] <audioguy> I don;treally carewho reads, just who writes.
[04:57:38] <janrinok> understood.
[04:58:24] <audioguy> So they could be comment free, well maybe not, that makes them invisible. Maybe friends only?
[04:58:54] <janrinok> yeah, I am sure we can come up with something.
[04:58:57] <audioguy> Only the user can actually write in the journal, yes?
[04:59:20] <janrinok> Yes - even editors cannot touch the content of journals.
[04:59:47] <audioguy> So alllooksgoodexcept maybe comments.
[05:01:24] <janrinok> There are over 10000 dummy accounts. If we repurpose one of those I doubt anybody would find them! But that is probably not what you want to achieve.....
[05:01:51] <audioguy> No, I am happy if anyone can read them.
[05:02:15] * janrinok thinks he should have put a 'lol' at the end of his last comment
[05:02:30] <audioguy> lol
[05:04:06] <audioguy> As you all know I have a tendncy to research stuff and post the results. I'f bewilling to be the 'point man' for the work one,if someone would pick up the other one.
[05:12:19] <audioguy> Looking for another takeron that task.
[05:12:53] <audioguy> taker
[05:13:11] <audioguy> Anyway, that can ride for a while to let everyone see it.
[05:14:11] <audioguy> Here is another - What I am trying to do is just get a number of things out there, we can deal with them over time.
[05:15:25] <audioguy> Proposal 3 - separatric journal
[05:16:41] <audioguy> As mentioned above - thatpost and his earlier one where he just deleted whole sections of ours. When I read those same sections I had the same thought, this is just boilerplate for a very different kind of organization.
[05:18:20] <audioguy> I want to read closely through those again, to make doubel sure, but I am inclined to just do exactly what he suggested, greatly shortening the Bylaws, makif ffor a cleaner start. And I think his example bylaws is worth using as a starting point to go through for ideas.
[05:19:22] <audioguy> So: do others agree? And will you give me 24 hours to be double sure? :-)
[05:20:11] <audioguy> And We should let him know this. Free help!
[05:21:53] <janrinok> Agreed
[05:22:42] <janrinok> Sorry, I am doing several jobs at once at the moment, and not all on the computer. I am reading what you write ....
[05:24:26] <audioguy> OK, that should be enough from me for a start. Let those fester a bit.
[05:25:10] <audioguy> Can he read here?
[05:25:42] <audioguy> Or is this a secret channel?
[05:28:25] <janrinok> As far as I know anyone can read here
[05:28:34] <audioguy> Ok, good.
[11:21:33] <cmn32480> I would agree that the initial swipe at the current bylaws by separatrix is a good one. Something that we need to consider is that if we go that route, we need to find where we can host a non-stock corporation as I believe his journal basically deleted all that from the existing bylaws.
[11:25:42] <cmn32480> I don't know enough about corporate law to know if this is viable for us or not.
[11:27:03] <cmn32480> I also think that his current journal entry noted above that has 7-9 Directors on the board is a good plan and starting point as well. IMO 5 is too few.
[11:30:15] <cmn32480> If using 7 as the example, a 4/3 split (in either direction) between staff and community representation would be good. My concern there is that the community (and occasionally the staff as well!) want something that is either ridiculous, would cause issues, or sounds like a good idea but isn't for some reason or another. Having a more even split to help prevent the staff or community from forcing something on the other is
[11:30:15] <cmn32480> important.
[11:45:13] <audioguy> We are going to have to go throgh the bylaws pretty much line by line, at some point, and decide each of these issues. Probably taking it a section at a time. So bring this up at that point again.
[11:45:52] <audioguy> I like the idea of a larger board mostly wirried about getting enough people to be on it.
[11:46:07] <audioguy> Be we will deal with this later in depth. :-)
[11:46:24] <cmn32480> right... set a min/max or something
[11:46:29] <audioguy> yes
[11:46:50] <audioguy> keep notes, bringit up again.
[11:47:06] <cmn32480> yes Dad. :-)
[11:48:05] <audioguy> Read the scroll back :-) Nobody wants to dealwith the mundane stuff, I am trying to do a little cat herding. :-)
[11:48:49] <cmn32480> I did. And probably need to do it again w/ a notepad out to take additional notes for topics that need discussion
[11:49:52] <audioguy> Suggest: think in terms of "Amend this section to say..."
[11:51:12] <audioguy> I have to get back to my work to fulfil my promis made earier.
[11:52:21] <cmn32480> i too am doing this while working at my day job... I feel your pain
[11:52:40] <audioguy> We all have it.
[12:17:05] <janrinok> cmn32480, I understand the desire for an odd number of Directors. It isn't necessary. If a vote requires a majority to be passed, then have a even number of votes on each side is NOT a majority. It has therefore not passed.
[12:18:02] <janrinok> 6 Directors would require 4 to vote for the change if it needed to majority.
[12:20:20] <janrinok> *to have a majority
[12:51:06] <cmn32480> correct. And that's fine as well. split evenly staff to community would be fine as well
[13:03:25] <janrinok> cmn32480, this bit will make people think "Also, the GM is a non-voting, non-quorum-establishing Director, and the Directors cannot also have management positions, to reduce conflicts of interest." You can be a manager or a worker. I would rather be a worker....
[13:05:41] <janrinok> And Directors do NOT get to play with the servers.
[13:06:54] <cmn32480> that'd be the split between management and workers...
[13:07:28] <cmn32480> this may or may not be viable for us, given the small staff size
[13:56:38] <janrinok> I understand, but to a degree that neuters the whole thrust of it. I would like to hear separatrix's views on that, as well as others. Otherwise, it seems to me we are creating another system where the people who are providing direction are also are also directly controlling the hardware.
[13:57:19] <janrinok> This is not an area in which I have any expertise, so I will listen to the views of everybody else. But it does give me cause to think....
[14:00:30] <audioguy> Editors do the editing. Sysops control the hardware. Board and roles handle the states requirements and provide a public face if needed.
[14:00:51] <requerdanos> and somebody somewhere watches the bank account and pays bills out of it
[14:01:14] <audioguy> Separationof duties, separationof powers.
[14:01:35] <janrinok> So where will kolie sit in this? The General Manager post is, I think, an elective post?
[14:01:50] <audioguy> That wold be the treasurer - a 'role' refered to above. Admittedly not very clear.
[14:02:13] <janrinok> OK
[14:02:46] <audioguy> WEneed tohave a long talk about what exactly is needed. Since we are rewriting, we can make it exactly suit our needs.
[14:03:28] <audioguy> I see a need for a Cat Herder :-)
[14:03:55] <audioguy> And that role used in parliaments, a 'Whip' :-)
[14:04:13] <janrinok> oh, that sounds exciting....
[14:04:39] <audioguy> Cool down boy, not in public :-)
[14:05:58] <janrinok> I haven't been called boy for many a year now - but don't let me stop you, I quite like the memories it evokes of long ago.
[14:06:31] <audioguy> Well, I amnot a member of the ruling classes, so that could be innocent.
[14:08:24] <audioguy> I need to get out of here for a while.
[14:08:35] <audioguy> So, later
[14:09:59] <janrinok> laters!
[14:31:01] <janrinok> I am going to do a bit of spit-balling now. Just ideas. By all means comment but don't expect perfect legal statements :)
[14:33:14] <janrinok> To move forward, we have to be clear about what has gone wrong. The problem as I see it is that the Board stopped giving any direction around 2017 or so. The Management Group, as defined in our own documents, functioned as it should with Deucalion, Team Leaders and other specialists working when necessary by discussion and agreements.
[14:34:51] <janrinok> This functioned until TMB departed when there was a feeling that we were now fighting for survival to a certain degree. This does not suggest that the one event directly triggered the other, but it made the remaining staff wonder what they could achieve. This situation was compounded by Covid and several internal events.
[14:36:18] <janrinok> In Nov 2022 the one member of the Board who had paid a direct role in the day-to-day activities of the site returned, but did not carry out his duties as a Board member; he took direct action. He has admitted that he intentionally did not consult staff.
[14:38:04] <janrinok> The new Board must separate the 2 very different functions. Direction and Implementation. Therefore it must be clear that there is a boundary between the two roles that we must control if we cannot maintain it perfectly.
[14:39:30] <janrinok> All resources, and in particular the hardware, must belong to the new Entity or be leased formerly by an agreement in the Entity's name - not by an individual.
[14:42:29] <janrinok> Anyone who intentionally prevents the daily operation of the site by an action that 1. is not the result of a formal Board meeting agreeing to such action or 2. is NOT supported by a legal order (bla-bla-bla) will be deemed to have contravened the rules of the Entity. They are immediately and automatically removed from the Board.
[14:48:27] <janrinok> Next, if as we fear we cannot maintain a perfect separation of the two areas then each exception must be stated in the Bylaws so that there can be no doubt as to what is permitted and what is not. It should not be possible to someone to say "well we permit X here, so I thought that I could do Y there". If it is not clearly defined in the Bylaws then it must be assumed not to be permitted. If necessary, the Bylaws need changing.
[14:51:33] <janrinok> *** Correction - replace the word Implementation with Operations.
[14:53:15] <janrinok> This should only affect Team Leaders who will have an automatic place on the new Board. The General Manager post appears to be reasonably well defined in the existing template but we will still have to discuss it in detail to see if we have overlooked anything.
[14:56:15] <janrinok> Currently, I can see no conflict between community members and Board membership.
[15:01:35] <janrinok> Any function that is the responsibility of a specific team (sysops, editorial) can only be changed or redirected through the appropriate team leader (or his designated deputy if he is not available). Any action within that team can only be conducted with the full approval of the appropriate team leader.
[15:02:59] <janrinok> Members of teams may volunteer for additional duties in other teams if they have the capacity to do so (e.g editorial and QA, etc)
[16:09:57] <kolie> We should meet once a week to settle things officially.
[16:14:15] <kolie> Non-stock corporations can be formed. I've done so in delaware in the past.
[16:14:38] <kolie> It's purpose is usually to apply for 501c3 status.
[16:15:16] <kolie> A stock corporation can also have no authorized stock - the existence of stock is not the problem.
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[16:36:54] <kolie> But yea nfp seems inline. I'm not sure why they didn't go straight to that - why the pbc step happened.
[16:40:40] <ted-ious> Maybe matt had experience and knew that nfp's are always a political mess and cause problems for the community.
[16:45:22] <kolie> matt wanted to go to a nfp.
[17:32:10] <kolie> 20:30 UTC
[17:33:31] <kolie> Just spit balling - first meeting Friday 20:30 utc might be doable
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[17:53:12] * Deucalion is currently UTC+1. I ~should~ be home from work by 20:30 UTC Friday.
[18:45:46] <cmn32480> I will not be available at that time, as I have concert tickets Friday night, But I'm willing to read the scroll back and comment Saturday morning.
[19:08:48] <cmn32480> One question that has been bothering me a bit, it was noted in the Board Meeting that the PBC would "sell" the assets (domain name, IP, etc), to the new entity. Before we go putting a shit load of effort into this new governance, is this "sell" a nominal sell for like $1? Or is this a "sell" as in the shareholders want to get all the startup money out of it? The answer to this makes a big difference as to how we (the committee)
[19:08:48] <cmn32480> are going to proceed.
[19:09:14] <cmn32480> NCommander ^^^
[19:11:31] <kolie> It's a nominal sale is the intent - to legally transfer all assets from the old structure to the new.
[19:12:44] <cmn32480> including the bank balance in that sale? or is the new entity starting from $0
[19:13:01] <kolie> it should transfer, its approcimately 1500$ its all from subs.
[19:56:58] <cmn32480> Not that I don't trust our answer, but the initial intent and what actually gets said by the shareholders may be different. I'd like NCommander and Matt_ to weigh in.
[20:08:25] <kolie> ofcourse.
[21:06:42] <kolie> bytram is in - chromas has declined since there is enough people.
[23:15:41] <audioguy> Sorry,I was not here earlier, I sort of crashed. I cnpt utn the candle at both end for too long.
[23:47:21] <audioguy> I promised to have a closer look at the separatrix proposal - the bylaws deletion section.
[23:47:50] <audioguy> I have notes elsewhere, but willjust summarize here.
[23:48:59] <audioguy> The sections to be deleted make sens IF we already have controlof the organization, have removed all stock from personalownership, and have a democratic election for board members.
[23:50:04] <audioguy> Without that, it is dangerous to remove them. They provide important protections for the company against what stock owners do.
[23:51:06] <audioguy> For example - One of them says that the corporation itself has a right of first refusal on any stock transaction. So
[23:51:19] <kolie> Yea so the adoption of those would have coincide with the change.
[23:51:38] <kolie> But we aren't changing the PBC.
[23:52:01] <audioguy> if a stockhoders decided to say, sell his stock to Bill Gated for 1Million per share, the corporation has the right to buy it first.
[23:52:09] <kolie> Sure.
[23:52:13] <kolie> Something new has to be setup - which can be setup right from the start.
[23:53:11] <audioguy> Another provision is that how the value of stock is clearly defined. Sonot only can he not sell to Bill Gates, he cannot demand !Milonper share to the corporation.
[23:53:29] <audioguy> 1Million per share
[23:54:04] <audioguy> No, something new does not have to be set up.
[23:55:04] <audioguy> I went through all the laws in detail before submitting my proposal. What I learned was simply that things had to be done in a certain order.
[23:56:00] <audioguy> The stock issue has to be dealt with FIRST. Andit can easily be done under the current bylaws. THEN the byhlaw can be changed to what we want.
[23:56:14] <kolie> No - I think for the purposes of what the PBC wants to do they are preferring a clean new setup.
[23:56:23] <kolie> I know its not legally required.
[23:57:16] <audioguy> If you try do do it in the reverse order, the stockholder canoverrule anything the board does. Even if you get a new board, you willwind upwith that situation.
[23:57:55] <audioguy> It is indistinguiable from the board simply jacking around the 'rabble'inhopes of wearingthem out.
[23:58:18] <audioguy> Virtually all there actions so far are.
[23:58:22] <kolie> Easy to solve, assign more shares right now to everyone in governance
[23:58:28] <audioguy> I canonly judge what I see.
[23:59:37] <audioguy> Yes, that can be done. Dilute all their shares. But since we really want to do away with the stock, it just makes that more complicated to fix later.