#governance | Logs for 2023-08-10
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[04:08:14] -!- separatrix [separatrix!uid604772@un-620124.ilkley.irccloud.com] has joined #governance
[04:38:59] <separatrix> Hey, all. I know people read logs, so even though no one’s here rn, I just wanted to chime in to say:
[04:40:02] <separatrix> 1) Have been traveling since Sunday, will not return home until next Sunday, and have a conflict at the time of the meeting on the 11th that may prevent me from participating, if I can even come at all.
[04:40:33] <separatrix> 2) Am catching up to #governance logs and will respond with thoughts if I have any I think are useful for the meeting on the 11th.
[04:41:46] <separatrix> 3) Am glad that the template in my journal seems like it will be helpful.
[04:42:09] <separatrix> Good luck to the governance committee Friday. If I can attend at all I’ll do my best.
[07:30:07] <separatrix> Regarding number of seats on the board. It’s true that an even number isn’t inherently bad, but it would make decisions slightly harder. Another way to go, if you’re concerned about placating two factions (like, say, management and staff) is to set up a board with an odd number, say, 7 in this case. Give 3 seats to management and 3 to staff. Then the 6 members together appoint the 7th member; they could even be required
[07:30:07] <separatrix> to make the final member the chair of the board.
[07:31:36] <separatrix> I would strongly urge those who are skeptical about the current board to note that that does not make boards inherently meddling or beyond trust. There are plenty of functional boards. SN has just had a bad experience with its first try.
[07:35:52] <separatrix> I’d also say that making all decisions by “consensus” is, for lack of a better word, very time-expensive. It gives power to holdouts and loud people. It only works if everyone taking part get equal and limited opportunities to speak. At some point, decisions must be made, and a majority vote is decisive. If there’s been a problem in this context, it’s been in the small size of your board.
[07:36:11] <separatrix> The larger committee doing this work has greatly improved the conversation, and the progress.
[07:38:32] <separatrix> I also disagree that NFPs are “always a political mess.” This is simply not true. The situation SN is in right now is the epitome of a political mess. Organizations require vigilance. This one is paying a heavy price for not having set up properly in the first place.
[07:41:17] <separatrix> On the question of can board members get subs for their duties, I would say that SN could write bylaws that allow proxy voting. But I would draw the line at letting a proxy serve as a board officer. That’s one reason many boards have vice presidents, specifically to act when another board officer (such as, but not limited to, the president who can’t be available to chair a meeting) is unavailable.
[07:42:10] <separatrix> The governance committee needs to make one agenda item for this next meeting what its standing agenda will be — an agenda template if you will, with milestones that must be met at every meeting. Here’s a sample template:
[07:44:48] <separatrix> 1. Call to Order; 2. Agenda Summation [read: verification]; 3. Approval of Minutes; 4. Reports from Members; 5. Resolutions [read: official acts of the Board]; 6. Discussion Topics Not the Subject of Resolutions; 7. Proposals/Suggestions for Agenda Items for Next Meeting; 8. Matters of Schedule; 9. Adjournment.
[07:47:08] <separatrix> You should never end a meeting without setting the next meeting’s time and place. You can save everyone a lot of trouble by publishing periodically (say, annually) a calendar of meetings (say, monthly) that serves as notice. While the agenda would still need to be drawn up and published each month, notice would not need to be given. The “Matters of Schedule” can be used to discuss adjusting meeting times or scheduling
[07:47:08] <separatrix> special meetings.
[07:48:35] <separatrix> By the way, anyone can move to add items to the agenda at the meeting. You may want to think about what level of agreement (e.g., unanimous consent, 2/3 majority, simple majority) would be required to add something to the agenda so late.
[07:52:12] <separatrix> Finally, limits need to be placed on proposals. I know Audioguy is very emphatic about the committee taking up his proposal, but it doesn’t seem to have the consensus that janrinok claims is the organization’s ethic. Either the committee wants consensus or it wants majority vote, but the two are not compatible…
[07:54:01] <separatrix> …There has to be a limit on how much time is devoted to considering a proposal. The same question shouldn’t be allowed to be asked over and over again, especially once a decision has been taken. Meetings can’t go on forever; they shouldn’t go beyond the time limit agreed to beforehand. It’s the president’s/chair’s job to enforce those limits, or you can’t really have an organization.
[07:55:20] <separatrix> I hope these observations will help inform the meeting Friday. Again, I’ll try to be there, but I’m going to be so wrapped up between now and then that I wrote these notes to try to answer questions I’ve seen in this channel. Good luck all, and keep me posted.
[07:57:02] <separatrix> Last thing: regarding NFPs, a 501(c)(3) is not rocket surgery. It doesn’t really matter what state SN reincorporates in, so Delaware is as good as any. Articles of incorporation are pretty straightforward if not trivial. The real issue is getting the IRS to recognize you.
[07:59:42] <separatrix> The IRS is not a mystery, or evil, it just requires attention and compliance. There are some cheesy education videos they’ve made about just the questions SN is asking for itself. This link should help: https://www.irs.gov
[08:17:22] <separatrix> So, just saying: there’s more than enough brainpower here to complete a Form 1023. The worst that can happen is it’s rejected and we have to resubmit.
[09:45:53] <audioguy> separatrix - you do not have the full picture. I amnot 'emphatic' about the committee taking up my proposal. It was not submitted to the committee. It was submitted to the board.
[09:47:29] <audioguy> We wereoriginally asked to submit aproposal. We have no submitted three. The board as taken no action on any of those.
[09:48:10] <audioguy> What happened was that bisically we had been talking about, and dealing with, writing bylaws which will be needed no matter what.
[09:49:51] <audioguy> Instead of addressing that, koli threw all away and immediately asked for a vote on doint this the boards way. But they HAVE no way other than a vague idea that we should form a new corporation first.
[09:51:29] <audioguy> I submitted a fairly detailed way of handling the anticipated problems. And it meas meant for negotiation. It offered reasons why it was a workable plan. The board has submiited no suchdetailed proposal. How can we vote on something we have no details on?
[09:51:54] <audioguy> Worse, the principles willnot eventalk with u directly.
[09:52:08] <audioguy> Trust is GONE.
[09:53:03] <audioguy> YOu want to do this by first creating a new corp? Fine submit to US a detailed proposal we can negotiate and to agreement on.
[09:53:31] <audioguy> and come to
[09:54:03] <audioguy> These are the very people that basically stole our volunteer project frm us 8 years ago.
[09:54:50] <audioguy> Give us guantees you will do what you pretend to want to do that you are willing to put in writing and sign.
[09:56:16] <audioguy> We already know we can just go off and start over. It is not complicated. The ONLY point of what we are doing is to see if we can keep the name and the corp that bears that name for continuity. So you understand? The ONLY point.
[10:01:48] <audioguy> On one hand we are told as ananswer to a specific question thatthe only liabiloities are what is publicly shown and known. On the other they come up with vague fear of liabilities completely unspecified. So specify them, write in a hold harmless clause, we will sign it.
[10:02:40] <audioguy> What happed to us before was EXACTLY this problem of vague promises made that these propbles with stock and ownership would be corrected in the future.
[10:03:00] <audioguy> We are not going to go that route again.
[10:05:02] <audioguy> The behavior of the boardin not being willing to talk to us - even to confirm a proffere was recieved - is so extreme now that people are wondering is something illegal is not going on.
[10:07:30] <audioguy> I am not wedded to only my proposal. Kolie and I discussed another method that would work as well
[10:08:50] <audioguy> What I am weeded to is I want more than vaguew promises, I want signed and clear cut understandings about what is to happen, when, and to what effect. I don't think that is an unreasonable request unde the circumstances.
[10:09:05] <audioguy> wedded to :-)
[10:16:32] <audioguy> As to agreeing by consensus. This is the way most decisions have been made it the past. Really hotley contested decisions have always gone to a vote, we are not rigid about this. What works in individual work groups like sysops and editors need not be the same as what the board uses. This is not a problem. What wroks best in each situation is...what works :-)
[10:16:44] <janrinok> separatrix, audioguy's proffer DOES have the full agreement and consensus of us all. Unfortunately, it is being ignored. As AG has pointed out, they are simply refusing to discuss anything with us. The Governance Cmmtte is an alternative route but is NOT our preferred one.
[10:17:35] <audioguy> Ad we have work going on you have not seen.
[10:19:09] <audioguy> Systems must be able to evolve to meet circumstances. We are practical people.
[10:20:38] <janrinok> However, we are not split in what we are trying to achieve. In my personal view, they are simply being obstructive. If they bothered to actually read what AG has proposed then they would see that we have offered full release from any liabilities. All they have to do is step down and the site will continue while we change things. They will no do this. If they suffered serious illness and had to step down do they believe that the site would simply close.
[10:20:38] <janrinok> For several years they were not even active. The site continued without them quite successfully.
[10:22:17] <janrinok> Then there are 2 other proposals that have not even been mentioned by the Board. No formal response was received any of them. They have made comments on discord or here on IRC, but no written reply from the Board.
[10:24:25] <janrinok> It is just shameful behaviour from people who apparently cannot even be bothered to behave like a Board now.
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[16:28:01] <requerdanos> Today is "minutes day" with the 24-hours deadline coming up in about 4 hours.
[17:26:42] <janrinok> You have my statement that I will give the findings tomorrow as a result of the action placed upon me at the last meeting. If you wish something in addition please PM me.
[17:27:00] <janrinok> requerdanos, ^
[18:09:07] <requerdanos> I assume the chair of the committee will come up with minutes, possibly following separatrix' template above, and including your findings on management team.
[18:14:27] <janrinok> If I were the chair then that is what would happen.
[18:26:24] <requerdanos> in my previous statements above, please substitute the word "agenda" for the erroneous word "minutes" becasue I was mixed up.
[20:24:08] -!- aristarchus [aristarchus!~aristarch@138.199.jg.xjq] has joined #governance
[20:38:57] <aristarchus> Wow, just wow. janrinok is claiming a consensus, again? I was not aware of any such consensus. Was there a vote?
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[22:13:31] -!- separatrix [separatrix!uid604772@un-620124.ilkley.irccloud.com] has joined #governance
[22:14:39] <separatrix> AG and JR: I want to remind you that I am fully aware that I do not have a history here, and that you two do.
[22:15:09] <separatrix> Fully aware. You’re free to disregard my thoughts and I won’t take it personally.
[22:15:41] <separatrix> You know I have little standing here. You two have great standing.
[22:17:46] <separatrix> That said, how many times have you stated your case, how elaborately, with such vigor and vitriol? I know what your arguments are and have been. You didn’t need to restate them here.
[22:19:55] <separatrix> What I haven’t seen is other people saying the same thing as you two. You claim you speak for everyone. Maybe you’re the only two voices who matter. I must not be privy to those conversations, which is fine.
[22:23:15] <separatrix> I see a deal on the table that attracted several people besides you to a governance committee. The ones holding the power have agreed to willingly go away and leave it all to the governance committee’s progeny.
[22:24:59] <audioguy> Yes, separatrix - we are just tying to give you a little more information. We have other communication mediums where much discussion takes place. In regards to the proffers, both the initial ones were reviewed by allprior to their submission and any objections made dealt with. The third suggested one was in a public discussin here.
[22:25:19] <separatrix> But you keep talking scorched earth. You’re making demands and challenging motives. All I do when I see it is shrug and think, how is browbeating the powers that be going to make them so what you want?
[22:27:24] <separatrix> If you don’t trust the people you’re negotiating with, your remedy is to leave the negotiations and make good on your threat to start your own thing. All you’re doing with this constant badgering is delaying a deal.
[22:28:01] <audioguy> Its not 'scorched earth'. What we have been doing is trying to get them to come out and actually talk with us. The problems cannot be fixed without real communications. If we cannot get that, we have little choices left.
[22:28:19] <separatrix> You don’t trust Kolie? I hear ya. NC has been a bad actor in your book? I understand and can’t disagree.
[22:29:21] <audioguy> What we are trying tp do is save the name and PBC if possible. Thats it.
[22:29:23] <separatrix> Sorry, AG, but you have been yelling at and insulting them. No one thinks they’re a bad actor. If I were NC, I would not want to engage with fire-breathers.
[22:29:37] <audioguy> It did not start that way.
[22:30:40] <separatrix> I’m sure it didn’t. But the continued fire breathing isn’t helping. Patience and calm helps.
[22:30:47] <audioguy> I have tried to ramp up the ressure to get them first of all to just take notice something is seriously wrong. Nobody started out yelling.
[22:31:03] <separatrix> You have to find a way to suspend your anger. I’m not sure the anger ever helped.
[22:31:17] <separatrix> I’m not saying it’s not justified! You’re right to be angry!
[22:31:19] <audioguy> Well you say just leave fir st anw you suggest patience and calm :-)
[22:31:33] <separatrix> :-) dude
[22:31:39] <separatrix> It’s either or
[22:32:20] <separatrix> Either channel that righteous anger into a new enterprise, or stay here and quell your anger long enough to extract the prize in a way that everyone — not just you and those wjonageee with you — can live with
[22:32:27] <separatrix> *who agree
[22:33:16] <separatrix> I just don’t want to keep reading about how justified your anger is, how many times you’ve demanded things. I want to help build a better org, preferably with you and (almost) everybody else
[22:34:28] <audioguy> It is possible to more than ne thing at a time.
[22:34:37] <audioguy> to do
[22:35:33] <separatrix> ¯\(°_O)/¯ I don’t know what that means exactly. If it means. “Venting anger” and “negotiating a deal”, I have to disagree.
[22:37:22] <separatrix> There was progress with adding a board member. There was progress with the formation of a committee to design a new and better SN. You’re part of it! Work with the committee. Let it do its work. Help it without demanding that they do your plan instead. If JR’s claim that consensus is how you make decisions, that’s not compatible with TAKE MY PROFFER OR ELSE
[22:37:54] <separatrix> Just think about it. I have to get back on the literal highway. Back in a few hours.
[22:37:59] <audioguy> I have said no such thing
[22:53:47] <chromas> "No one thinks they’re a bad actor."
[22:53:47] <chromas> I think you missed the part where NC announced shutting down the site (without discussing with anyone) and then locked everyone out in case they wanted to shut down the site
[22:57:15] <audioguy> separatrix, There were two proffers submitted. First was cmn32480 's which was not at all confrontational. Mine was not submitted until about two weeks later. Any staff member can confirm this: I did not ecpect it to be accepted. It was submitted with two primary purposes in mind:
[22:59:20] <audioguy> 1. Matt has never been really active in the day to day running of the site. I wanted to make sure he was fully aware of what had just happened. That was the purpose of the history part. I needed him to know there a serious problem. Remeber there were only two board members- him and NC. And one of them was acting in a very detructive way. Who else could I turn to but Matt?
[23:00:35] <audioguy> 2. I am fully aware that changing over the PBC from one set of bylaws and ownership means was a bit of a thicket. So I showed how I thought this thicket could be negotiated.
[23:01:27] <audioguy> I thought the board most likely to accept cmn32480 offer.
[23:02:22] <cmn32480> me too. <shrugs in confusion>
[23:02:36] <audioguy> But mine would have served its purpose.
[23:03:14] <audioguy> Nothing was said outside of staff about any of this for a very long time.
[23:04:57] <audioguy> I later had a conversation with kolie, we discussed one more way it could be done. I said at the end - great, we are in agreement then.
[23:05:44] <audioguy> So please stop with the idea that I am trying to force my proffer over all else.
[23:06:36] <audioguy> As to working on the committee, I have been working on bylaws, like the rest of staff. And this conversation is cutting into that time :-)
[23:07:20] <audioguy> Staf saw both cmn32480 's proofer and mine before they were submitted. And supported both.
[23:09:08] <audioguy> janrinok is very vocal and active because he is/was the lead editor. I am very volcal because there is only one other admin, and he is working on other things more important right now.
[23:09:53] <audioguy> YOu can see other staff chime in from time to time, its just they also are working on orher things, so not a lot.
[23:14:48] <audioguy> Let me assure you none of staff is the least bit shy about making their views known if the disagree with something.
[23:20:26] <cmn32480> A lot of it seems like the staff are frustrated, and honestly angry and distrusting at this point. For all of us to move forward, we need to keep an eye on the prize and get the new structure set up ASAP.
[23:20:43] <cmn32480> <drops off to go pick up a kid>
[23:22:42] <audioguy> Which is why I need to get out of this discussion and get back to working on the bylaws :-)