#governance | Logs for 2023-08-11

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[01:04:10] <Bytram> separatrix: Hi! I'd like to add my two cents' worth of comments. I do not know when you first got involved. OTOH, How long do you think we wave been working on this? Take a guess! Do you have a number? Would you believe we have been at this for ... *over half a year*! We have tried asking very politely at first. That was met with either: (1) no response at all, (2) responses with many words which rarely actually addressed the
[01:04:10] <Bytram> concerns that were raised, (3) and finally we are starting to see concrete responses. (Interestingly, we only seemed to get responses when we cranked up the pressure and starting to make deadlines and demands. Hmmm?)
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[06:23:17] <separatrix> Bytram: correlation is not causation. Did your cranking up the pressure instigate change? Perhaps. Was it directly a result of that? I’m not so sure. But again, see my response to AG.
[06:28:29] <separatrix> I have a general question about “staff”. In my template I describe a vaguely hierarchical set of potential terms to describe the membership of this organization: Members { Participating Members < Staff ( Management [ GM ] Management ) Staff > Participating Members } Members
[06:29:17] <separatrix> But several of you talk about “staff” as though they are the only people who would vote in a democratic newly-constituted org.
[06:30:36] <separatrix> I think of “staff” as a kind of guild or union of volunteer editors and tech workers. Is “staff” equivalent to “participating members” in your view, and that anyone who puts in enough volunteer hours to deserve a vote is automatically “staff”? This is a question that has been puzzling me for weeks.
[06:32:11] <separatrix> On a related note, I find it off-putting that “staff” has apparently been speaking in back channels, but is angry at the current Board for lack of communication. Transparency goes both ways. If “staff” is doing work on behalf of the organization, it should report its doings to the governance committee now, and the eventual new board in the future, on the regular.
[07:05:27] <separatrix> IIRC, tomorrow the first order of business should be dealing with the corporate status. I’m proposing the following in hopes that a member of the governance committee other than Kolie will sponsor it:
[07:05:42] <separatrix> “Resolution #1 of the Governance Committee”
[07:07:22] <separatrix> “WHEREAS the existing Board has indicated its willingness to step aside, transfer all SoylentNews property to a new organization created by its membership, and dissolve upon the successful formation of that new organization; therefore…
[07:10:58] <separatrix> “…RESOLVED that the committee a) approve an expenditure of not to exceed US$300 for the purpose of using an online service to create a 501(c)(3) corporation in the state of Delaware, b) choose that service, and c) direct the CEO to use the service to create the skeletal structure of a new corporation to receive all SoylentNews property.”
[07:12:02] <separatrix> Since the form of a new corp precedes bylaws, and since lawyers are expensive, and since there are turnkey services to do this sort of thing, let’s use them instead and get past the sticking point of the new company.
[07:14:35] <separatrix> Also, you should work on the skeleton of what the new corp’s bylaws should be — no need to flesh it all out yet, just decide which articles you’ll have. When the text is eventually done, you create Resolution #2 and say these are the bylaws for new corp. Voting via resolution is the proper, democratic and bureaucratic way to send the clear message to the Board of your intent.
[07:14:40] <separatrix> Night all.
[07:15:15] <separatrix> Ah. One last thing: here are three websites that can do the incorporating called for in Resolution 1:
[07:16:00] <separatrix> LegalZoom: https://www.legalzoom.com
[07:17:44] <separatrix> Northwest Registered Agent: https://www.northwestregisteredagent.com
[07:18:14] <separatrix> Nolo.com: https://www.nolo.com
[07:18:31] <separatrix> There’s also this: https://delawarenonprofit.org
[07:18:38] <separatrix> Ok zzzzzzz
[08:39:14] <chromas> to be fair, the committee was just created a few days ago
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[10:59:53] <requerdanos> Looking at that a different way, I recall kolie saying he needed probably 14 days, and today is day 14 by my count. chop chop!
[11:22:30] <janrinok> separatrix, I value your input. It is a shame that you may not be able to attend tonight's meeting. Perhaps things will be a little clearer after that.
[11:25:13] <janrinok> The separation between the Board - and their responsibilities as agreed in 2014 and the staff is very clearly defined in our Policy documents. Everyone except the Board is following those policy documents WHICH WERE WRITTEN BY THE BOARD.
[12:24:30] <Bytram> separatrix: Re: "Hierarchy". As I volunteered in the earliest days, I was just a "member". I quickly noticed errors, typos, and the like is some stories. I hopped onto IRC and eventually able to get some staff member's attention and describe the issue. They would go off and make a fix. After this happened several times, I pointed out "I wish I was an editor so I could make these corrections myself!"
[12:31:31] <Bytram> After a ~week of doing so, janrinok patiently showed me the "ropes". There was much more to being an editor than I thought! After several day's training, I slowly started gaining confidence and started find's more stories, in addition to reviewing/fixing ("seconding") stories scheduled to be released.
[12:42:43] <Bytram> In time, as people left for various reasons, I increased my participation. At some point, the Editor-in-Chief resigned. There was a discussion among the remaining editorial staff. I volunteered for the position. After some discussion among my fellow editors (who had seen the quality of my work) I was made EiC.
[12:46:35] <Bytram> It was nothing I *claimed* or *demanded*. My peer editors encouraged me to take on the position. I had *earned* their trust.
[12:47:13] <Bytram> (It was a good choice; I've now posted well over 11,000 stories.)
[12:57:25] <Bytram> When other needs appeared, I volunteered. Based on my prior efforts, staff were increasingly willing to back me. Unfortunately, I have had a couple significant strokes (requiring hospitalization) and close to a dozed mini strokes. I now have a "visual deficiency" and have a blank area on the right side of my field of view; I read (and type) *much* slower now. I'd often sit down with a new book on Saturday
[12:59:57] <audioguy> separatrix - thanks againfor your continuing help!
[13:01:18] <audioguy> I just finsihed up such a 'skeleton' bylaws, it is unfortunately on a wiki you cannot see but will be made public. after others input.
[13:04:00] <Bytram> and finish it by day's end. Whereas I used to be able to touch-type over 50 *words* per minute, I am now only able to hunt-and-peck. This reply has taken me over 30 minutes to write. Hence, I had to step down as EiC and my participation in other roles has likewise diminished.
[13:24:13] <Bytram> -- Everything we had done (until kolie appeared and placed himself in charge) has been in the open, except the few matters about people misbehaving on the site.
[13:24:33] <Bytram> Ugh!
[13:25:26] <Bytram> GTG! Will try to check back in a few hours.
[13:26:36] <audioguy> Re 14 days - he also said it could take longer. I think it might. :-)
[13:27:00] <Bytram> PS. Can someone pls post the time if the governance meeting???
[13:28:11] <requerdanos> it's at 20:30 UTC (1:30pm PDT, 4:30pm EDT)
[13:29:21] <audioguy> separatrix - we reallywant to work on the bylaws right now and wait on the corporate stuff. We will want them for that anyway. Please hold off on that for now.
[13:31:12] <audioguy> In themyou will get your clear difinites about what staff is.
[13:31:51] <audioguy> As to openess, the back channels were created whenour normalone were destroyed. Weare using thigs that have not been rebuit yet.
[13:32:14] <audioguy> rebuilt
[13:33:09] <audioguy> Everyhing we do is eventually made public anyway.
[13:50:57] <Bytram> requerdanos: thanks so much! Esp including the TZs!
[13:55:14] <cmn32480> agreed. That's helpful since I'm TZ impaired
[14:44:16] <requerdanos> Time math makes even math-smart people have problems with math
[14:46:14] <fab23> everything would be simpler with https://xkcd.com :)
[14:57:06] <Bytram> fab23: that's not *that* far away from the creation of time zones being a result of the creation of the transcontinental railroad. Different, yes -- but weirdly similar in its own way. :^)
[15:01:55] <fab23> Bytram: and then add DST to the mix and some US Staates not playing along. :)
[15:03:20] <Bytram> fab23: too true!
[15:47:45] <chromas> those states are correct
[16:20:38] <fab23> chromas: Europe is discussing or already has decided to get rid of DST, but Staats themselfs have to decide to use CET or CEST as their time zone :)
[16:31:48] <chromas> permanently switching to DST is also stupid
[16:33:03] <fab23> chromas: they will then just switch to the next time zone east
[16:34:11] <chromas> also dumb. just stick to the timezone that puts the sun at the top at high noon
[16:35:46] <fab23> chromas: CET/CEST is used far into east Europe, just to be in sync with DE/FR/IT/CH and such, but the sun goes up 1+ hour earlier :)
[16:36:53] <fab23> chromas: perfect overview https://en.wikipedia.org
[16:37:09] <chromas> So everyone's clocks show the same number, but everyone has to put up different signs
[16:38:03] <chromas> and if you travel a bit then you have to adjust your alarms
[18:02:32] <kolie> We got an hour and a half here - throwing down an agenda template here for reference
[18:02:40] <kolie> 1. Approval of Previous Minutes
[18:02:40] <kolie> 2. Approval / Proposed Agenda
[18:02:40] <kolie> 3. Committee Member Reports
[18:02:40] <kolie> 4. Old / Outstanding Business
[18:02:40] <kolie> - Matt's participation requested.
[18:02:40] <kolie> - Experts in the community on organizational structure
[18:02:42] <kolie> - Staff procedures and compilation of such by janrinok
[18:02:44] <kolie> 5. New Business
[18:02:46] <kolie> - Discussion / move the establishment of a new organization
[18:02:48] <kolie> - Will take proposals during #2
[18:02:50] <kolie> 6. Proposal of agenda items for next meeting.
[18:02:52] <kolie> 7. Scheduling next meeting.
[18:02:54] <kolie> Previous Minutes:
[18:02:57] <kolie> https://soylentnews.org
[18:32:15] <ted-ious> Are you going to open the meeting rooms?
[18:33:10] <kolie> we generally do the governance meeting in here.
[18:33:59] <janrinok> we have a governance discussion channel too, don't we?
[18:34:16] <janrinok> And the meeting is still 2 hours away
[18:35:09] <kolie> sorry was traveling did the math on that wrong.
[18:35:13] <kolie> yea 2030 is two hours from now.
[18:39:50] -!- mode/#governance [+o audioguy] by requerdanos
[18:40:05] -!- mode/#governance [+o Deucalion] by requerdanos
[18:49:10] <kolie> We havent had one, we can create governance-discuss or use meeting-discuss i guess.
[18:49:23] <kolie> Do we want to handle the meeting that way?
[18:50:14] <requerdanos> would make sense to have a discussion channel to keep chatter out of the meeting, I would think.
[18:51:55] <janrinok> we had one last week!
[18:52:06] <requerdanos> I don't recall one if we did
[18:52:23] <kolie> We didn't.
[18:52:37] <kolie> But I've opened meeting-discuss again.
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[18:55:22] <janrinok> Ah it must have been the Board meeting - so many meetings and so little progress these days.
[18:58:10] <kolie> yea with larger public attendance it makes sense to limit chatter.
[18:58:14] <kolie> so we moderated the main channel
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[19:43:04] <separatrix> Hey all. Will try to follow and respond as I can, but my ability to focus may be compromised.
[19:48:07] <separatrix> Audioguy: I’m agnostic about what order the committee handles these matters in. Both need to be consummated I order for there to be a complete plan, which is something that all parties should want out of this.
[19:54:30] <separatrix> For my money, I want to see what definitions will be placed in the bylaws for “member”, “participating member”, “staff”, and “management”. Will there be a distinction?
[19:57:18] <janrinok> we will answer those questions - some tonight and some when we get to actually writing Bylaws.
[20:00:36] <separatrix> Yes. Just saying I’m looking forward to it
[20:05:32] <janrinok> At the moment too many people do not even understand the management structure as it has existed since 2014.
[20:07:24] <separatrix> It shouldn’t matter right now. It’s not required to understand the new structure you all are building.
[20:09:46] <janrinok> oh but it is - we are writing the Bylaws to ensure that the site is run and managed it was agreed in 2014, and has been successfully used since then.
[20:10:07] <kolie> Which is important to get right but not a roadblock to moving forward.
[20:10:21] <janrinok> Wait until the meeting
[20:10:24] <kolie> Bylaws is the most important part to be built for sure.
[20:12:13] <separatrix> I mean, ok, Jan. Im a good example of someone who wouldn’t qualify as staff, but I am participating. I guess I want you all to decide eventually what will qualify me to get a vote on who serves on the board.
[20:12:38] <separatrix> Also, which channel is the committee meeting taking place in?
[20:12:47] <janrinok> on this channel
[20:13:00] <separatrix> I want to not disrupt it inadvertently if it’s here
[20:13:07] <requerdanos> This is the meeting channel. the "lobby" for discussion is #meeting-discuss
[20:13:15] <separatrix> Ok Ty
[20:23:36] <audioguy> separatrix, we COULD workon more than the bylaws. But right now everyoneis excited about the bylaws work. Its like you had an annually beer party planning session, elected a beer coodinator, a munchies coordinator, and the someone mentioned "We also need someone to clean the toilets afterward." and everybody raised their hand, "me,me".
[20:23:55] <audioguy> You donlt want to waste thatenergy when it is available
[20:25:05] <audioguy> Most of the time we can't even get people to READ bylaws, never mind write them. :-)
[20:26:21] <separatrix> Audioguy, really, I’m quite agnostic. But in order to offer you a bylaws template I had to read it all and think about it. Just waitin’ for y’all to catch up ;-)
[20:26:44] <kolie> The existing ones were not in alignment at all with the organization.
[20:26:58] <kolie> Standard with minor edits.
[20:27:17] <separatrix> Agreed
[20:27:17] <Bytram> separatrix: did you see my comment on IRC? Just after you disconnected about ~7 hours ago?
[20:27:49] <kolie> Alright let's move any offtopic / side conversations to #meeting-discuss at this time. We've got 3 minutes to 2030.
[20:27:56] <separatrix> I saw your comments
[20:28:11] <Bytram> separatrix: thanks
[20:28:17] <kolie> I'd like to call the meeting to order now and just get a quick roll call of committee members present.
[20:28:24] <janrinok> janrinok
[20:28:41] <requerdanos> here/present
[20:28:46] <Bytram> Bytram: here
[20:29:14] <cmn32480> cmn32480
[20:29:15] <audioguy> Ah, kolie, did we elect you chairman at some point?
[20:29:16] <mechanicjay> here
[20:29:39] <cmn32480> audioguy in my reading of the last meeting I do not recall seeing that
[20:29:47] <janrinok> nor I
[20:30:02] <Bytram> me neither
[20:30:02] <kolie> I was appointed chair when the committee formed. We can discuss that. Let's get a roll call first.
[20:30:11] <janrinok> we will
[20:30:20] <kolie> I don't have Deucalion or Fnord666
[20:30:25] <audioguy> I am here :-)
[20:30:28] <kolie> We do have a quorom.
[20:30:41] <Fnord666> I am here
[20:30:43] <janrinok> Fnord666, has personal problems in the family
[20:30:49] <kolie> Fnord is present, alright.
[20:30:52] <janrinok> sorry - he is here
[20:30:54] -!- aristarchus [aristarchus!~aristarch@185.107.rq.nsn] has joined #governance
[20:31:10] <kolie> First order of business I'd like to get a majority approval of the previous minutes.
[20:31:22] <kolie> https://soylentnews.org
[20:31:34] <janrinok> Proposed!
[20:31:46] <Bytram> agreed
[20:31:52] <audioguy> No
[20:32:04] <kolie> audioguy, do you have a motion to ammend those minutes?
[20:32:16] <Bytram> props to requerdanos for the fine work!
[20:32:28] <audioguy> Give me a sec.
[20:32:51] <kolie> I'll hold my vote until discussed.
[20:33:34] <kolie> The minutes don't need to reflect the conversations, just the motions and votes and general proposals, we do have the IRC logs and other information for color commentary, and while the conversation is useful its not always fully documented in the minutes.
[20:34:49] <requerdanos> that said, discussion can be important and I try to summarize it.
[20:34:58] <audioguy> The motion to make the mission of the committe the form a new corporation was made with insuffient priot discussion. It is in conflict with my reading the th boards misson.
[20:35:15] <audioguy> I move to strike the vote from the minutes.
[20:35:53] <audioguy> The words by the board were to 'explore' options.
[20:36:26] <audioguy> I am not crtiqueing requerdanos excellent work
[20:36:48] <janrinok> it seems a fair point
[20:36:52] <kolie> The committee moved and had a vote on it's purpose I find the ruling fine.
[20:36:55] <requerdanos> Thanks. Why don't we accept the minutes and then vote to change "form" to "explore" in our mission?
[20:37:01] <kolie> I see no violation of the rules as such.
[20:37:12] <kolie> But we can ammend it sure.
[20:37:26] <janrinok> I second the amendment
[20:37:27] <kolie> I want to accept the minutes, they are a record of what happened.
[20:37:41] <kolie> Can we get a vote on the mintues first.
[20:38:19] <audioguy> I will abide by the groups vote, once all have voted, of course.
[20:38:19] <Bytram> seconded
[20:38:38] <kolie> Ok so - voting for the minutes as written - noting we have some other business.
[20:38:45] <kolie> Aye from me for the minutes.
[20:38:50] <Bytram> accept
[20:38:52] <janrinok> aye
[20:38:55] <Fnord666> aye
[20:38:55] <mechanicjay> aye
[20:38:59] <cmn32480> zye
[20:39:01] <requerdanos> aye
[20:39:01] <Bytram> AYE
[20:39:03] <cmn32480> aye
[20:39:09] <kolie> Ok motion passes.
[20:39:34] <kolie> I second the motion to then vote to change "form" to "explore" in our mission?
[20:39:50] <kolie> Discussion on that?
[20:40:06] <audioguy> It would be accurate :-)
[20:40:11] <janrinok> agreed
[20:40:14] <Fnord666> I'm goo
[20:40:17] <Fnord666> I'm good
[20:40:20] <audioguy> yes
[20:40:20] <cmn32480> good
[20:40:20] <kolie> Ok - I vote aye.
[20:40:24] <Fnord666> aye
[20:40:26] <cmn32480> aye
[20:40:28] <janrinok> aye
[20:40:28] <requerdanos> aye
[20:40:42] <kolie> Motion passes to ammend the mission as stated great.
[20:41:03] <kolie> I want to propose the following agenda for this committee
[20:41:06] <kolie> 1. Approval of Previous Minutes
[20:41:06] <kolie> 2. Approval / Proposed Agenda
[20:41:06] <kolie> 3. Committee Member Reports
[20:41:06] <kolie> 4. Old / Outstanding Business
[20:41:07] <kolie> - Matt's participation requested.
[20:41:09] <kolie> - Experts in the community on organizational structure
[20:41:11] <kolie> - Staff procedures and compilation of such by janrinok
[20:41:13] <kolie> 5. New Business
[20:41:15] <kolie> - Discussion / move the establishment of a new organization
[20:41:17] <kolie> - Will take proposals during #2
[20:41:19] <kolie> 6. Proposal of agenda items for next meeting.
[20:41:20] <kolie> 7. Scheduling next meeting.
[20:41:22] <kolie> Discussion / ammendments?
[20:42:04] <cmn32480> Add to #5
[20:42:04] <janrinok> can I suggest a change of order
[20:42:13] <kolie> CMN whats your proposed addition
[20:42:33] <audioguy> Request discussion on the matter of kolie chairing these meetings.
[20:42:44] <kolie> Sure we can address that after the approval of the agenda.
[20:42:52] <kolie> Seconded
[20:43:00] <cmn32480> we need to understadn the exact process the current board and shareholders want for handing over all the current infrastructure, accounts, datab, banking, etc, to the new entity.
[20:43:06] <audioguy> You asked for additions to the agenda
[20:43:07] <janrinok> swap my Staff Procedures and Experts in the community over. My findings might have significant influence on the other.
[20:43:07] <kolie> Vote/dicuss on kolie being the chair of the committee
[20:43:21] <kolie> And that being added as the first item after the agenda.
[20:43:53] <requerdanos> polite request: it's easier to document one thing at the time. Thanks :)
[20:43:56] <kolie> So I vote aye that we discuss the chair of committee being added to agenda today, right after we approve that agenda.
[20:44:17] <audioguy> aye
[20:44:19] <cmn32480> aye
[20:44:21] <janrinok> aye
[20:44:22] <Fnord666> aye
[20:44:23] <Bytram> add: Motion: the full board is to be in attendance at the next #governance meeting. Then we can have and actual *discussion* rather than gathering items to be sent to them, and then wait for them to reply.
[20:44:30] <requerdanos> aye
[20:44:45] <audioguy> aye
[20:44:50] <kolie> Motion passed Ok so after 2, 2a will be to discuss the chair.
[20:45:03] <kolie> Janrinok, I second your motion to move to the top of old business.
[20:45:14] <janrinok> ty
[20:45:17] <Bytram> I was trying to type that in a different window3
[20:45:21] <kolie> Is tha taccurate? I vote aye.
[20:45:30] <janrinok> aye
[20:45:34] <cmn32480> aye
[20:45:42] <Fnord666> aye
[20:45:48] <mechanicjay> aye aye aye!
[20:45:48] <requerdanos> aye
[20:45:55] <kolie> It passes.
[20:46:41] <kolie> Bytram, I will ask the board to be present I don't think we need to vote on that.
[20:46:49] <kolie> Any other additions/changes?
[20:47:12] <janrinok> kolie, are you accepting that as an action upon you?
[20:47:18] <Bytram> kolie: and it they do NPT appear?
[20:47:32] <kolie> I will request their presence - and that is their perogative.
[20:47:35] <Bytram> we are stuck like we are now
[20:47:49] <requerdanos> did we vote on cmn32480's addition of hand-over from old to new organization?
[20:47:55] <janrinok> are you accepting that as an action on you for the minutes?
[20:48:01] <kolie> Yes.
[20:48:07] <janrinok> Noted
[20:48:37] <kolie> Yea let's discuss that, I second the addition to new business to discuss change over.,
[20:48:51] <kolie> It's an aye for me.
[20:48:52] <requerdanos> aye
[20:48:54] <cmn32480> aye
[20:49:02] <Fnord666> aye
[20:49:03] <janrinok> aye
[20:49:11] <Bytram> aye
[20:49:11] <audioguy> aye
[20:49:14] <kolie> It passes.
[20:49:24] <kolie> I believe thats everything?
[20:49:32] <kolie> I move that we approve the following agenda:
[20:49:34] <kolie> 1. Approval of Previous Minutes
[20:49:34] <kolie> 2. Approval / Proposed Agenda
[20:49:34] <kolie> 3. Committee Member Reports
[20:49:34] <kolie> 4. Old / Outstanding Business
[20:49:34] <kolie> - Staff procedures and compilation of such by janrinok
[20:49:34] <kolie> - Matt's participation requested.
[20:49:38] <kolie> - Experts in the community on organizational structure
[20:49:41] <kolie> 5. New Business
[20:49:43] <kolie> - Discussion / move the establishment of a new organization
[20:49:45] <kolie> - Will take proposals during #2
[20:49:47] <kolie> - Change over of old entity
[20:49:49] <kolie> 6. Proposal of agenda items for next meeting.
[20:49:51] <kolie> 7. Scheduling next meeting.
[20:49:59] <kolie> 2a - is the chair.
[20:50:07] <kolie> I didn't forget that part, do we have a second?
[20:50:17] <janrinok> second
[20:50:17] <requerdanos> .
[20:50:24] <kolie> Alright good for me.
[20:50:29] <kolie> Aye.
[20:50:30] <Fnord666> aye
[20:50:33] <cmn32480> aye
[20:50:33] <mechanicjay> aye
[20:50:35] <requerdanos> aye
[20:50:35] <janrinok> aye
[20:50:41] <audioguy> aye
[20:51:04] <kolie> It passes.
[20:51:11] <kolie> Moving on to 2a. Alright so as far as the chair goes - I'm just trying to make the meetings happen - if you feel that someone else can do that more effectively I am good with that.
[20:51:31] <audioguy> Is discussion open on that issue?
[20:51:40] <kolie> If you wish to elect a new chair or feel that I have failed to do so we need to act then.
[20:51:40] <audioguy> 2a
[20:51:45] <kolie> I pass the floor to audioguy
[20:53:05] <audioguy> Ok, here is my concern. I did not interpret the board decision as including making you chair of it. Can you point to where that section is (but hold on this for a momnet)
[20:54:41] <audioguy> I also see another problem. We are suposed to make proposal from staff to the board. But you are ON the board. This seems an obvious conflict of interest, especially if you are chairing the meetings. The chair has great power to manupulate things.
[20:55:10] <audioguy> continuing
[20:55:35] <janrinok> I have something to add when audioguy is finished
[20:56:38] <audioguy> Last week most of the discussionamong staf was concering the bylaws. But you set an agenda to cote on the notion of setting up a new organization, about which we had little or no discussion. And then did a rpid fire vote.
[20:56:55] <audioguy> I think this was inappropriate, and manipulative.
[20:57:19] <audioguy> I wil stop there to hear janrinoks comments.
[20:57:39] <janrinok> Firstly, we are supposed to be discussing new Bylaws and exploring the options for moving forward. We are currently wasting time on formalities.
[20:57:50] <janrinok> secondly
[20:58:00] <janrinok> There is a conflict of interest in this committee. May I ask the Chairman on whose authority he has actually declared himself as such? Is it on behalf of the Board or on behalf of those objecting to the current Board?
[20:58:00] <janrinok> If it is on behalf of the Board my report on the action placed upon me at the last meeting will indicate that he will have no further direct involvement in the future running of this site - he is hardly likely to be balanced in his handling of these discussions. As a Board member he is hardly neutral.
[20:58:00] <janrinok> Of course, he is welcome to hold the post of Chairman, Secretary or Treasurer which would all contribute the the support of the site.
[20:58:01] <janrinok> If it is on behalf of those objecting to the current Board, then may I ask which Team he intends joining? How many Bylaws has he been working on over the last 14 days? This committee has received no information of his intentions or activities.
[20:58:05] <janrinok> Those on the staff roll up their sleeves and do actual work here. They do not need somebody watching over their shoulder all the time and, even if they did, the Management Group is set up to carry out this function.
[20:58:10] <janrinok> As it currently stands, kolie will not be on the Board nor in the Management Group. It is not in his interests for this committee to succeed in its current task. There is, therefore, a conflict of interest.
[20:59:08] <kolie> Janrinok are you good?
[20:59:19] <janrinok> yes
[20:59:26] <kolie> Anyone else?
[20:59:52] <kolie> Great. So I will respond and then ask again.
[21:00:03] <kolie> The board did intend for me to chair.
[21:00:09] <kolie> That was mentioned in the motion.
[21:00:25] <kolie> Regardless - the chair position is a formality to oversee the committee and I have no intention on doing anything other then that.
[21:00:42] <kolie> Wrt I have no interest in the success of thsi effort.
[21:00:56] <kolie> I will be clear that my interest is in the sites continued operation - and I see this committee as the only way that happens.
[21:01:22] <kolie> I yield and we can make a motion to remove myself and then elect a new one.
[21:01:29] <kolie> Unless anyone else wants to discuss.
[21:02:23] <kolie> Ok I move that I will step down as the chair and we begin an immediate election by majority for a new chair.
[21:02:24] <kolie> Any seconds?
[21:02:34] <audioguy> aye
[21:02:42] <kolie> Alright motion passes. I obstain from voting.
[21:02:57] <kolie> Sorry
[21:03:00] <kolie> Motion seconded - lets vote.
[21:03:28] <janrinok> aye - but the vote for replacement does not need to happen now. Lets discuss things and get on with it
[21:03:37] * mechanicjay is being pulled into $dayjob meeting
[21:03:47] <kolie> mechanicjay, are you voting or out.
[21:03:48] <Bytram> aye - kolie step down
[21:03:58] <Fnord666> aye
[21:04:16] <audioguy> aye with consider of janrinoks modififcatio as well
[21:04:24] <kolie> Ok so if you dont want this motion
[21:04:26] <kolie> There is no but if.
[21:04:31] <kolie> Vote on this motion or pass another.
[21:05:03] <audioguy> then aye
[21:05:06] <cmn32480> aye.
[21:05:08] <janrinok> aye
[21:05:15] <Bytram> aye
[21:05:29] <kolie> The motion passes that I Will step down. Do we have a volunteer for a new chair position.
[21:06:13] <janrinok> nope - I would prefer a discussion format rather than a formal meeting format. 30 minutes wasted so far
[21:06:22] <kolie> Your choices you approved the agenda.
[21:06:44] <kolie> I nominate audioguy and move that he is the new chair.
[21:06:46] <kolie> Any second?
[21:07:02] <audioguy> His issue is on oint because it is directly related to the main issue
[21:07:08] <audioguy> on point
[21:07:18] <kolie> This doesn't need to be the discussion.
[21:07:24] <kolie> This needs to be the organization of what we are doing.
[21:07:31] <kolie> You can do whatever you want and come back here.
[21:07:37] <kolie> If our agenda is - we are good then so be it.
[21:07:42] <janrinok> go through the items one by one and discuss them.
[21:07:58] <kolie> Ok well we now have to vote for a new chair because that's what everyone wanted to do.
[21:08:04] <kolie> Good job democracy.
[21:08:09] <kolie> So pick someone.
[21:08:23] <janrinok> Nope, what is the next item?
[21:08:34] <audioguy> I would prefer someone lse accept this because of my shedule and would prefer someone less likely to be seen as biased than me
[21:08:51] <cmn32480> I will volunteer to chair the remainder of this meeting..
[21:08:56] <kolie> Move to suspend rules if you want to bypass the agenda.
[21:09:02] <kolie> I second cmn chairing the remainder of the meeting.
[21:09:03] <kolie> Let's vote
[21:09:04] <kolie> Aye.
[21:09:13] <audioguy> aye
[21:09:15] <Fnord666> aye
[21:09:16] <requerdanos> aye
[21:09:19] <Bytram> I would have volunteered, but I struggle to read and to type
[21:09:20] <janrinok> aye
[21:09:23] <requerdanos> thanks cmn32480
[21:09:25] <kolie> It passes. Have fun.
[21:09:26] <cmn32480> OK.
[21:09:31] <cmn32480> Moving on to point 3.
[21:09:38] <kolie> CMN32480 is now recognized as temporary chair.
[21:09:49] <cmn32480> Committee Reports.
[21:10:04] <Bytram> aye
[21:10:28] <cmn32480> give me 1 sec to get a copy/p[asta of the agenda up on another window, please
[21:10:31] <Fnord666> Do we have any outstanding committees?
[21:10:41] <janrinok> I will combine mine with my action report which is next up
[21:11:01] <cmn32480> Janrinok - you're up.
[21:11:33] <janrinok> OK there is a lot of data. I will post it, give people time to read, and then continue. Please save questions till the end
[21:11:52] <janrinok> Original Statement from the Staff Policy Document [2014]:
[21:11:52] <janrinok> START
[21:11:52] <janrinok> "It's run by the Board of Directors comprised of a few of our staff that handle all the legal and business items. The rest of the operation is completely in the hands of the community of volunteers and staff (of which you are now a part)."
[21:11:52] <janrinok> END
[21:11:53] <janrinok> It is important to recognise the very limited role played by the Board in this statement which was written and published in 2014. What was agreed in 2014 is exactly what we are now striving for today.
[21:11:56] <janrinok> That is all that is required of the Bylaws: to limit the Board to their agreed role and nothing more.
[21:11:58] <janrinok> Note in particular that there is no mention of giving direction to the staff or any other involvement with the day-to-day running of the site.
[21:12:01] <janrinok> The Board has failed to comply with this Policy Document in many different ways, including locking staff out of the servers for which they alone have responsibility, and it has also failed in their promise to rewrite the Bylaws which they made in the Board Meeting of Sep 2014.
[21:12:05] <janrinok> This statement is important because it explains much of the management structure, responsibilities and current grievances.
[21:12:10] <janrinok> I will give you all a few moments to read and digest that information, and then I will give my report following the action placed upon me at the meeting held on 4 Aug 2023. I ask that you keep questions until after the report is concluded.
[21:12:14] <janrinok> (more...)
[21:13:10] <janrinok> The Management Group is defined in the Staff Policy Document, and its role mentioned in 3 places in that document. It is also referred to in several places in the editorial policy document.
[21:13:10] <janrinok> The terms of reference and purpose were discussed and agreed on IRC and formalised in the Staff Policy Document as stated above.
[21:13:10] <janrinok> It comprised of Team Leaders including Deucalion (IRC team), who may/may not have also been acting as CEO at the same time.
[21:13:10] <janrinok> The Board has never provided direction, and the Management Group was responsible for the day-to-day management of the site itself. This was always achieved by discussion and agreement on the way ahead.
[21:13:13] <janrinok> As then, today each team is led by a Team Leader who manages all activity within his team. The Management Group coordinate the various teams. This requires very little additional effort in practice.
[21:13:16] <janrinok> Occasionally, when there was a complicated issue to be resolved the Management Group, or relevant Team Leaders within it, would be responsible for resolving the issue. This was last used during the doxxing incident which resulted in a ban.
[21:13:20] <janrinok> (more....)
[21:13:23] <audioguy> Whatis the date on that document (month too)
[21:13:43] <janrinok> pass - I will have to get it
[21:13:52] <audioguy> ok
[21:14:09] <audioguy> sorry for interrupting
[21:14:17] <janrinok> The new template offered by separatrix suggests that there should be a General Manager post - filled by an elected person and with no voting rights. Its main role, it is suggested, would be to communicate between the Board and the Teams.
[21:14:17] <janrinok> As the future vision of a Board compromises of 3 key Board members (namely Chairman, Secretary and Treasurer), the Team Leaders and representatives of the community, there is no longer any reason to keep this role. It is not required.
[21:14:17] <janrinok> In view of the opening statement taken from the Staff Policy Document there is actually no such role.
[21:14:18] <janrinok> (more....)
[21:15:05] <janrinok> The site is manned by volunteers. Much of the template relating to the Board describes how long people will serve in a specific post. One cannot impose such a thing on volunteers.
[21:15:05] <janrinok> They help when they can, but are not obliged to be available 24/7. The only thing that might be useful is to have a maximum time that a community representative can serve on the Board before requiring re-election or replacement.
[21:15:05] <janrinok> Team Leaders and Staff will change as and when necessary.
[21:15:05] <janrinok> (more...)
[21:15:42] <janrinok> The Team Leaders (and therefore the existing Management Group) as they stand today are: mechanicjay (sys-admin), Deucalion (IRC), Bytram (QA+Testing), To Be Elected by Editorial Team (Editorial).
[21:15:42] <janrinok> Teams or individuals may be added to or removed from the Management Group at the discretion of the Management Group.
[21:15:42] <janrinok> The Board has no influence in the decisions of the Management Group, as stated in the Staff Policy Document [2014]
[21:15:42] <janrinok> (more....)
[21:16:15] <janrinok> THEREFORE I SUGGEST:
[21:16:16] <janrinok> That the Bylaws that refer to the creation, election and removal of the 3 key Board posts (namely Chairman, Secretary and Treasurer) can remain as they are.
[21:16:16] <janrinok> In addition, I suggest 4 new bylaws:
[21:16:16] <janrinok> [1] The 3 key Board posts must not simultaneously have another role in the Teams. They are entirely separate from the Management Group. They are, should they wish to be so, community members.
[21:16:16] <janrinok> [2] The Board is to restrict itself to the aims set out in the Staff Policy Document [2014] and therefore limit themselves to handling legal, business, and financial matters and correspondence.
[21:16:19] <janrinok> [3] Full Board Meetings should only be convened when matters of a financial, legal or business nature need to be conveyed to the Staff and/or community. Other minor Board meetings involving only the 3 key members can be convened as they desire. Others are not required to attend such meetings. The minutes of all Board meetings should be made publicly viewable on the site.
[21:16:24] <janrinok> [4] The full Board (which includes members of the Management Group and community representatives) can create additional Board posts which have the same power as the key posts but no more, unless otherwise agreed by a majority vote.
[21:16:28] <janrinok> (....End. That concludes my report to the Committee)
[21:17:27] <kolie> I move that we get time to digest this and add this as a discussion to a future agenda item.
[21:18:18] <janrinok> tonight? or are you suggesting another week's delay?
[21:18:41] <kolie> Is it a report or a proposal.
[21:18:44] <kolie> Bit confused on that point.
[21:19:12] <janrinok> It is clear that it restricts the Board, and that the site management rests with the Management Group. Which is what we have been trying to tell you since you arrived.
[21:19:25] <kolie> I have no problem with what you are discssuing.
[21:19:48] <kolie> I have no intention to delay anything either - just wanted to be thorough and give this a proper read. If there is nothing proposed then thank you for the report.
[21:19:56] <janrinok> It details the structure and constructively provides suggest bylaws - which is what we are here for.
[21:20:04] <kolie> Great thanks then for the clarification.
[21:20:13] <cmn32480> there is a LOT there to digest. In my eyes the crux of it is the last 4 points regarding bylaws for the new organization for the management group and the restriction of the board.
[21:20:47] <cmn32480> janrinok: am I understanding your statements correctly?
[21:22:19] <janrinok> Yes, they are suggestions for the new bylaws - which we can all discuss.
[21:22:42] <cmn32480> floor is open for discussion on the suggestions for the new bylaws.
[21:22:52] <cmn32480> please be kind and one at a time
[21:23:11] * Bytram raises hand to speak
[21:23:30] <Bytram> I thoyght that that
[21:23:50] <cmn32480> Bytram has the floor.
[21:24:13] <Bytram> duard meetins were reequirewed
[21:24:55] <Bytram> to be affounced -- pubically -- in advance
[21:25:13] <Bytram> IOW, no private discussions
[21:25:35] <Bytram> am I correct?
[21:25:36] <cmn32480> currently the board is required to give 10-60 days notice for meetings if IIRC
[21:25:40] <janrinok> yes
[21:25:48] <kolie> Are we referring to the old pbc bylaws?
[21:26:02] <janrinok> they are the laws in force?
[21:26:19] <Bytram> (1) when was their last board meerting and
[21:26:23] <kolie> Theres no such public requirement in the bylaws as I recall - I could have remembered wrong.
[21:26:56] <janrinok> They promised to rewrite the Bylaws to comply with the Policy statements. They have not done so.
[21:27:12] <Bytram> (2) when and where was it announced
[21:27:57] <kolie> We had it on irc, per the bylaws, we announced it and it was attended by the public - the articles was on the website.
[21:27:57] <Bytram> (their last meeting)
[21:28:01] <cmn32480> actions of the current board are not relevant, in this instance. If the plan is to write the new bylaws, let's put on paper what teyhy are going to be.
[21:28:09] <kolie> Thank you cmn32480
[21:28:25] <janrinok> which is what I provided
[21:28:45] <kolie> Ok so we have that report noted and unless we are drafting new bylaws today, we should move on.
[21:29:01] <cmn32480> if there are good pieces to the existing bylaws, let's use them. If they are 100% garbage, let's toss them out and use a decent framework to fill in what we want them to be.
[21:29:25] <Fnord666> janrinok: Can you calrify item (4) a bit?
[21:29:38] <Fnord666> s/calrify/clarify/
[21:29:43] <Fnord666> Sorry Bytram.
[21:29:47] <cmn32480> requerdanos - you got that noted? They are a suggested setup for the board, etc that need to be included.
[21:30:28] <requerdanos> noted, if good pieces to bylaws use them, otherwise toss and reframe
[21:30:34] <janrinok> If the Board requires a new post then only a full Board meeting can create it, and it is created with the same restraints as the 3 key posts, unless a majority vote says otherwise
[21:30:50] <cmn32480> specifically that his poitns 1-4 need to be noted so theey don't get lsot in the shufle.
[21:30:57] <audioguy> There are requirement for -stockholders- meetings to be announced in advance.
[21:31:06] <audioguy> in the current bylaws.
[21:31:19] <cmn32480> Thanks AG for the clarification
[21:31:21] <Fnord666> Does the full Board meeting create new posts by a majority vote?
[21:31:38] <audioguy> For the board: "Regular meetings of the Board of Directors may be held at such time, date and place (if any) as the Board of Directors may from time to time determine, but no less often than semi-annually,"
[21:31:51] <kolie> audioguy, yes but that is to the stock holders.
[21:32:00] <audioguy> As I said.
[21:32:11] <requerdanos> I'll put his post on a linked-to pastebin and note the 4 suggestions in the minutes.
[21:32:40] <cmn32480> Thank you.
[21:32:47] <janrinok> I can provide printed versions if anyone needs them
[21:32:55] <cmn32480> OK. Any further discussion on this particular point?
[21:33:09] <audioguy> requerdanos, please use internalplaces to store things,not ecternalonelike pastebin
[21:33:29] <requerdanos> I am sensitive to that concern and open for suggestion.
[21:33:41] <kolie> The wiki.
[21:33:48] <audioguy> In your journal
[21:34:28] <cmn32480> journal woudl probably be better, that is easier to likn to and harder to change
[21:34:45] <cmn32480> OK. Moving to MAtt's participation being requested.
[21:35:00] <kolie> That was an action item for myself.
[21:35:09] <cmn32480> I think this has already beenm address by kolie takign the action earlier that he will request the entire current board be available for these meetings.
[21:35:20] <kolie> So to clarify
[21:35:20] <cmn32480> Any further discussion?
[21:35:24] <kolie> What we were discussing
[21:35:36] <kolie> Was that matt would be asked if he wanted to participate in soylentnews 2.0
[21:35:41] <kolie> As treasurer etc.
[21:35:44] <requerdanos> matt's partipaticion, the question is, does he want to.
[21:35:53] <kolie> I had other questions for him which he he did answer
[21:35:58] * mechanicjay is returned, catching up on backscroll...
[21:35:59] <kolie> But has left unanswered if he will participate.
[21:36:21] <kolie> I am pursuing his answer still - as we are discssuing other things and made it a point that I want this prioritized.
[21:36:36] <Fnord666> So what questions did he answer?
[21:36:39] <janrinok> Did he say if the Board would pay our costs
[21:37:03] <kolie> It's not up to the board persee - I can act on it as COO and will approve reasonable costs yes.
[21:37:11] <kolie> But he also said yea funding that isnt an issue.
[21:37:13] <audioguy> I once preferred that Matt stay as treasurer.Because of his extreme lack of communication, I no longer feel that way. We need peoplewho will actually talk to us and participate.
[21:37:23] <kolie> I concur with audioguy
[21:37:29] <kolie> His hands off approach while level headed isn't healthy.
[21:37:39] <janrinok> reluctantly, so do I
[21:37:57] <cmn32480> me as well.
[21:38:07] <Fnord666> agreed.
[21:38:12] <kolie> So re: the money - I have authority to fund what's needed. The group can decide how that works as appropriate.
[21:38:14] <janrinok> kolie, is that a role that you would consider?
[21:38:18] <cmn32480> any objections to kolie NOT asking for Matt to participate in SN2.0?
[21:38:41] <kolie> janrinok, Which roll, treasuer?
[21:38:45] <janrinok> yes
[21:39:03] <kolie> I am not interested in such a position.
[21:39:09] <kolie> Book keeping isn't my strong suit.
[21:39:10] <cmn32480> Noted.
[21:39:24] <kolie> And for a 501c3 it needs to be accurate and clean.
[21:39:31] <janrinok> There are only 3 key roles on the Board
[21:40:06] <kolie> I'm off the floor I've stated by business.
[21:40:12] <kolie> my business
[21:40:24] <cmn32480> OK.
[21:40:36] <cmn32480> Next topic unless there si any further discussion?
[21:40:37] <janrinok> To be frank kolie, as the current set up exists, You are not a member of a team, nor does the Board have any involvement with the running of the site.
[21:41:09] <kolie> I'm sorry I'm not sure what you are trying to communicate there janrinok.
[21:41:22] <kolie> I am a member of the PBC.
[21:41:23] <audioguy> There is nothng to prevent us asking someome in the arger community to do treasurer, or even hiring one to come in occasionally. Out finaces are extremely minimal.
[21:41:32] <kolie> They are simple.
[21:41:36] <janrinok> kolie, that was to you.
[21:41:54] <kolie> Someone needs to sign off and accept responsibility for over seeing htat.
[21:42:14] <kolie> If its not done the corporate protections and liability can fall.
[21:42:32] <janrinok> That would be the Board treasurer.
[21:42:35] <kolie> Yeop.
[21:42:45] <kolie> But yes AG the finances are very very simple.
[21:42:55] <kolie> Server fees, professional fees, pretty clear cut.
[21:43:49] <cmn32480> so a note for the record: we would need to solicit volunteers for the board roles.
[21:43:49] <kolie> Point of order - are we good here cmn32480
[21:44:06] <cmn32480> Moving on to the next topic.
[21:44:17] <cmn32480> - Experts in the community on organizational structure
[21:44:44] <audioguy> ?
[21:44:46] <kolie> Point of information - who was that assigned to? I did say that I would seek out separatrix and get him around.
[21:44:47] <janrinok> I think separatrix has had to leave for a while.
[21:45:00] <cmn32480> We've had a large data dump from separatrix for a bylaw framework.
[21:45:02] <kolie> So that was one part of it.
[21:45:06] <janrinok> I think that this was his spot?
[21:45:08] <cmn32480> has anyone had time to fully review and comment on it?
[21:45:31] <janrinok> I have made my comments about 30 minutes ago from his template
[21:45:34] <kolie> It's a working framework for a volunteer organization - could be a base to adopt our specific cases on.
[21:45:46] <kolie> Our use case is pretty tailored to our concerns.
[21:45:57] <kolie> But having a volunteer org base to go off of saves a lot of boilerplate.
[21:46:28] <cmn32480> in #meeting-discuss he said he's gone for about 30 min. So I'd suggest that any and all comments on it be put in his journal under that entry.
[21:46:38] <cmn32480> we can address that later if he comes back
[21:46:42] <audioguy> Partially - whatI have done is try to create one mostly from scratch, specifically looking at he we ACTUALLY work. The intent then was to look at his and others, pluse allthe specific items from people, and start incorporating them.
[21:46:50] <kolie> Ok - the soyletnnews post - did anyone answer that?
[21:47:06] <kolie> The point of the agenda item was to discuss the results of that search effort.
[21:47:43] <janrinok> not sure what you mean by that 'soylentnews post'
[21:47:46] <cmn32480> Audioguy - any additional info on what you've found?
[21:48:03] <kolie> janrinok - it was in the mintues someone agreed to query the community at large.
[21:48:11] <requerdanos> in the meta post announcing this meeting, I/we asked for community experts to attend the meeting and help
[21:48:11] <kolie> And I Agreed to reach out to separatrix.
[21:48:25] <kolie> I guess that was fruitless then outside of separa.
[21:48:31] <audioguy> I found many good points in his but also a large amount of stuff thatseemed not on point for us. I would not recommend it as an up/down proposition. Its for a different kind of org. Again, much good stuff though.
[21:48:39] <janrinok> I am only aware of separatrix.
[21:49:16] <kolie> Ok. Do we need to widen the net and try again? Or do we feel we have enough info to go off of at this time?
[21:49:47] <janrinok> I think we could start with audioguy's efforts and fill in the gaps
[21:49:57] <kolie> sounds good to me
[21:50:02] <cmn32480> I'm game on that
[21:50:03] <audioguy> I made some notes on various comments made in the original posting, they are not handle right now. A few useful bits.
[21:50:30] <audioguy> My thoughts on how to do this:
[21:51:00] <audioguy> Use mine for a quick base because it mentions things like the Teams
[21:51:19] <audioguy> Add in all the idea that seem useful, This will create a mess. :-)
[21:51:33] <audioguy> Cleanup the mess, choose which look best.
[21:51:54] <audioguy> Fillin the places that remain, the stuff nobody was interested in :-)
[21:52:22] <audioguy> And finally look the the organizationoverall again, fine tune it.
[21:53:05] <audioguy> I mean the oorganization of the document itself in the end
[21:54:15] <cmn32480> OK. This seems like a reasonable process.
[21:54:35] <audioguy> If this were followed, I would say we were in the lets start adding things point
[21:54:49] <cmn32480> Audioguy - is there a place where they can be accessed? Posted in a journal (or will be soon)?
[21:54:51] * Bytram has a lawyer friend -- will that with him tomorrow
[21:55:07] <audioguy> So I retract me previous comment to cmn32480 to wait- bring it on! :-)
[21:56:08] <cmn32480> previous question still stands. Can you drop it in a journal and we can start to add stuff via comment? Or in the Wiki?
[21:56:21] <requerdanos> somewhere I can link to it, for the record?
[21:56:21] <audioguy> I have them on or twiki right now. I like using that for many reasos. I could make it public to all here concerned with permissionof the staff
[21:56:51] <cmn32480> I'm good with that. That is our internal wiki, yes?
[21:57:04] <janrinok> I have no objections for access to the twiki
[21:57:04] <audioguy> You can link to it but I need to add more people to the logins for them to see it - other than staff.
[21:57:12] <audioguy> Yes
[21:57:32] <audioguy> The one on my server thrown together quickly :-)
[21:57:55] <cmn32480> OK. Any objections to starting this process?
[21:58:09] <Fnord666> As this is a working document, who would have update authority?
[21:58:21] <audioguy> I will need what names people want and whatever pass.
[21:58:49] <audioguy> You need to use 'wiki' names - bumpycase - like JoeUser
[21:58:50] <janrinok> Fnord666, it has a good revision history to see who did what
[21:59:00] <audioguy> You donta have to sue your screen name.
[21:59:03] <cmn32480> I'd suggest a meta post on it so that the link goes out, but I'd suggest current staff have edit or edit approval.
[21:59:13] <audioguy> I meanyou dont have to use your real name :-)
[21:59:28] <audioguy> They alreasy have access.
[21:59:38] <audioguy> Read you mail :-)
[22:00:07] <cmn32480> specifically the edit approval so that the whole world doesnt' just fill with trash.
[22:00:40] <cmn32480> Audioguy - you are taking that as an action item?
[22:01:26] <audioguy> Rigth now you need to log in to even see anything. I would prefere that, and that we post results in metas or journals. I could also see bringing insome people like separatrix
[22:01:48] <Bytram> audioguy: please check/add my name to the twiki: "Bytram"
[22:02:06] <requerdanos> "Audioguy will provide staff/volunteer access for the work to be accomplished on his twiki?"
[22:02:22] <cmn32480> Sounds right
[22:02:38] <cmn32480> Any further discussion here?
[22:03:00] <cmn32480> Moving on.
[22:03:01] * janrinok notices another day begins with me at the keyboard.....
[22:03:08] <cmn32480> New Business
[22:03:18] <cmn32480> - Discussion / move the establishment of a new organization
[22:03:33] <cmn32480> I believe that this is taken care of, at least partially with the work on the new bylaws.
[22:03:56] -!- audioguyalt [audioguyalt!~audioguy@50.38.jx.yh] has joined #governance
[22:04:02] <mechanicjay> point of clarification:
[22:04:02] <janrinok> Have we committed to that being the only option?
[22:04:11] <cmn32480> this si where we need to get the answers from the current board about what their separation looks liek and their conditiosn for handing over the current infra, domain adn IP
[22:04:31] <cmn32480> mechanicjay - please
[22:05:07] <mechanicjay> I guess, I'm still not clear on if these bylaws are for a new org or to patch the existing PBC.
[22:05:24] <kolie> Speaking as someone whos on the board and spoken with both board members at length - I can twist their arm on the PBC - it just doesn't seem like there is any pro to doing so. Broken record I know.
[22:05:42] <kolie> I can insist if we want to pursue that.
[22:05:53] <Fnord666> I believe the answer is yes mechanicjay?
[22:06:07] -!- audioguy has quit [Ping timeout: 252 seconds]
[22:06:08] <kolie> If we are not going to pursue it - we are already under way with the bylaws - I would adopt them in a new corp.
[22:06:09] <mechanicjay> And, perhaps I missed it in the scrollback, but have we decided on a course of action there based on the discsusion?
[22:06:10] <cmn32480> to my mind, they are for a new org. From all the talk at the last board meeting, it sounded like they don't want to give up the PBC (for whatever reason that is clear as mud)
[22:06:24] <janrinok> can I make another (short)data dump as a suggestion?
[22:06:29] <cmn32480> that was this part of the discussion :-)
[22:06:29] <Fnord666> They would be the intended bylaws to replace the existing ones for the PBC if that is the route taken, otherwise they would be the bylaws for the new org.
[22:06:39] <mechanicjay> okay
[22:06:40] <audioguyalt> We would need bylaws either way
[22:06:57] <cmn32480> janrinok: you got a tl/dr?
[22:07:12] <kolie> I want to make a proposal that we register a corporation as soon as possible, set aside money to do so, and basically get the ground going on a 501c3 following. I'm not moving to do so but would like to discuss viability of that.
[22:07:33] <audioguyalt> Now you are once again trying to force this
[22:07:34] <kolie> Some here saw separatrix's suggested resolution.
[22:07:40] <kolie> I don't think it's a terrible avenue.
[22:07:50] <mechanicjay> FWIW, I don't either.
[22:07:51] <kolie> Discuss the merits of the item please.
[22:08:02] <audioguyalt> What was his
[22:08:05] <janrinok> We ask a specific request from Matt, with specific conditions that remove them from any future liabilities, and if agreed what the tems of sale are
[22:08:21] <kolie> You can't sign off third party claims.
[22:08:33] <kolie> You can only sign off on yourself and others agreed to do so.
[22:08:33] <audioguyalt> I already suggest that many times, Result: silence
[22:08:42] <janrinok> what 3rd party claims? Do they know of any?
[22:08:58] <audioguyalt> They said there were none
[22:09:04] <kolie> Future 3rd claims.
[22:09:13] <audioguyalt> These two attitudes are incompatible.
[22:09:28] <janrinok> So what is the problem. If they have done everything correctly there is no issue.
[22:09:31] <kolie> They aren't but I understand the feelings on this - just relaying their issues.
[22:09:41] <kolie> It's funny - you can do nothing wrong and still get frivilous claims.
[22:09:45] <audioguyalt> From who? Any random personcan sue anyone at any time.
[22:09:50] <kolie> Unforseen claims arising from the changes - they don't want to deal with.
[22:09:59] <Fnord666> Has the current board taken actions, either now or in the past, that they know might result in 3rd party claims or liability for the PBC?
[22:10:08] <janrinok> Against individuals? Or against SN - which we will then be
[22:10:12] <requerdanos> I guess the question is, is it better to beat your head against the PBC, or start some other organization instead.
[22:10:21] <kolie> Any and all janrinok.
[22:10:21] <Bytram> chromas: discuss.
[22:10:45] <audioguyalt> They have to have some standing. Who would have that outside the board, the stockholders, and the staff?
[22:11:03] <kolie> Users havre standing against the pbc.
[22:11:18] <audioguyalt> ow?
[22:11:21] <audioguyalt> How?
[22:11:31] <Bytram> instead of a 501c3, I thought we wanted a non-profit?
[22:11:37] <janrinok> What is actually required is a written statement (in legalese if he wishes) from Matt Angel, that he himself and other Board members will accept as absolving him and the other existing Board members from any ongoing legal liability for the site.
[22:11:39] <kolie> That's a non profit.
[22:11:40] <requerdanos> a 501c3 is a non-profit
[22:11:57] <kolie> janrinok, I can ask them that - my understanding is that wont address their concerns.
[22:12:13] <kolie> You can't absolve third party claims which is the issue - not the people comign in.
[22:12:15] <cmn32480> my guess is that retaining the PBC give some modicum of legal protection and insulation against any lawsuits, in a similar fashion as a 501c3. In the end, the PBC isn't what we all are pushing toward, that is the 501c3
[22:12:22] <janrinok> If this is unacceptable to Matt Angel on behalf of the Board then I personally will have to assume that there is some liability that he is aware of but is not declaring.
[22:12:37] <Bytram> ugh. I can't remembner what was rthe other form under discussion
[22:12:43] <requerdanos> "In the end, the PBC isn't what we all are pushing toward, that is the 501c3" - is this true? audioguy?
[22:12:53] -!- audioguyalt has quit [Quit: Leaving]
[22:13:02] <kolie> If you want a non profit lets skip that and make one then.
[22:13:11] <cmn32480> 501c3 vs NFP and I will say I'm not 100% clear on the difference
[22:13:22] <janrinok> Yes but we could do the job that the Board were meant to do 9 years ago
[22:13:27] <chromas> I still don't understand what kind of liability they think they would have by stepping down but wouldn't if they pushed the assets to another company then stepped down
[22:13:35] <Bytram> chromas: NFP! Yes!
[22:14:08] <kolie> 501c3 is the organizational code a recognize NFP is under.,
[22:14:11] <requerdanos> A corporation can be found to be not for profit by the IRS under section 501(c)(3) of something or other federal code.
[22:14:44] <cmn32480> Thank you for the explanation. It is appreciated
[22:14:55] <Fnord666> NFPs have special status in that they are tax exempt for some things vs. a PBC which is not.
[22:15:17] <cmn32480> So then the question is:
[22:15:21] <Bytram> requerdanos: TYVM!
[22:15:24] <cmn32480> What model are we lookign to form?
[22:15:30] <Fnord666> Which means NFP status takes more paperwork to get the the IRS to recognize it as such.
[22:15:55] -!- audioguy [audioguy!~audioguy@Soylent/Staff/Developer/audioguy] has joined #governance
[22:15:59] <requerdanos> I strongly believe audioguy needs to be in the room when we discuss questions like "What model are we looking to form?"
[22:16:01] <cmn32480> correct
[22:16:18] <cmn32480> he's back.
[22:16:26] <requerdanos> just making sure :)
[22:16:46] <audioguy> We have discussed in the pst looking at other options.We have not really done so.
[22:17:09] <kolie> If we want to be a NFP - we can apply and pursue one immediately, and adopt the bylaws after it's created so everythings ready to go.
[22:17:27] <cmn32480> kolie - any idea how long that takes?
[22:17:28] <audioguy> Everyone is jumping on the 503c3 - but why? What else was looked at?
[22:17:49] <audioguy> What is the masin benefit of a non-profit?
[22:17:56] <audioguy> Taxes, right?
[22:18:00] <kolie> It doesn't need share holders.
[22:18:14] <kolie> And legal recognition yes.
[22:18:19] <audioguy> Neither does a PBC.
[22:18:19] <kolie> U can have the bylaws in whatever.
[22:18:28] <janrinok> we don't need shareholders
[22:18:28] <audioguy> So can a PBC
[22:18:46] <requerdanos> do we want to form a PBC suited to our needs?
[22:19:12] <audioguy> Have you actualy gone through all the delware code on PBSs koloe? Or you just guessing? I have.
[22:19:18] <janrinok> if it is the better option then yes - but the board is pushing us along a new entity
[22:19:31] <mechanicjay> Aside from the niceites that a non-profit provide, like lack of shareholders, taxes, etc, the big thing a Non-profit signals to me is intent.
[22:19:34] -!- audioguy has quit [Read error: Connection reset by peer]
[22:19:50] <kolie> I have read the PBC laws - I'm not disagreing with what youre saying.
[22:19:58] <requerdanos> a new PBC would be a new entity.
[22:20:01] <mechanicjay> hangon, lets wait for AG to return.
[22:21:42] -!- audioguy [audioguy!~audioguy@Soylent/Staff/Developer/audioguy] has joined #governance
[22:22:00] <audioguy> I keep getting disconnected
[22:22:06] <cmn32480> we noticed.
[22:22:27] <mechanicjay> Okay, so signaling intent. Being a non-profit, for me is a vote of confidence that the organization exists for some public good and isn't in for nefarious purposes. I know technically a PBC does as well, but I've never heard of one before SN became one, and honestly it's the only one I know of.
[22:23:25] <janrinok> Does it give us the same protections as a PBC?
[22:23:31] <kolie> yes.
[22:23:44] <janrinok> so the only downside is the taxes?
[22:24:00] <requerdanos> for less than $50000 a year, the taxes are a postcard
[22:24:01] <cmn32480> you mena same protections as an NFP?
[22:24:03] <audioguy> Yousee thats the thing - 'I never heard of one' - neither had I! But check around - it;s allthe rage now for some vary large companys even.
[22:24:05] <Fnord666> Of course just declaring intent doesn't mean that it will qualify for 501c3 status.
[22:24:30] <janrinok> cmn32480, yes, sorry
[22:24:42] <cmn32480> just clarifying :-)
[22:25:11] <cmn32480> so the option of a PBC is still on the table and merits more discussion
[22:25:25] <cmn32480> NFP, PBC, any others?
[22:25:33] <mechanicjay> Sure, for the record, I need to be convinced hard that a PBC is the way to go.
[22:25:49] <audioguy> The other benefit od 503 is tax deductible donations. But all ours are small. If you are getting million dollar donations, sure people are going to really want that.
[22:25:50] <janrinok> if we can get the Board to see sense. And I think we should try again to ask them to reconsider
[22:26:06] <janrinok> cmn32480, ^
[22:26:21] <audioguy> I have not see out users clamoring to tax writeoffs.
[22:26:25] <cmn32480> i think we need more info on all the type to see what's suitable for us
[22:26:34] <audioguy> Exactly.
[22:26:49] <janrinok> or explain FULLY what they perceive the problem or liability to be
[22:27:12] <kolie> the others dont really apply, llc, s corp, partnerships etc.
[22:27:16] <audioguy> I think we should wrte the bylaws we WANT, the select the best fit for them as a formal organization type.
[22:27:25] <cmn32480> janrinok - having the shareholders turn back their shares to the company and electing a board would solve all the incorporation hassle and wasted $$
[22:27:42] <janrinok> agreed
[22:27:42] <kolie> I can twist their arm again.
[22:27:45] <cmn32480> I agree w/ audioguy on that
[22:27:49] <mechanicjay> I agree, but I honestly think any interaction with the current board, aside from presenting them with an exit plan to hand everything over to a new org is a waste of time.
[22:27:59] * Bytram has a lawyer friend -- will discuss that 501c3 vs NFP with him tomorrowwith him tomorrow
[22:28:11] <janrinok> but please try to get clarification of exactly what they see as the problem
[22:28:24] <mechanicjay> Bytram: get his input on PCBs too!
[22:28:30] <requerdanos> I agree with mechanicjay. Why fight the board when we can just work around them.
[22:28:43] <Bytram> mechanicjay: got it!
[22:28:54] <kolie> It's cleaner liability wise for the receiving party as well to be a new org.
[22:28:56] <audioguy> kolie - staff is willing to put their name to any protections desired from suits, etc From us.
[22:28:58] <kolie> Protectrion goes both ways.
[22:29:05] <janrinok> because there is no guarantee that they will honour their promise - they have broken quite a few recently
[22:29:07] <kolie> I really really dont think that's their issue.
[22:29:13] <audioguy> Yes it does. That is why you negotiate agreements.
[22:29:33] <cmn32480> mechanicjay - agreed.
[22:29:36] <mechanicjay> Additonally, I support an entirely new org to protect us from any claims from the current shareholders or their decendents.
[22:29:52] <cmn32480> so I'd say an action item is back to what are their terms for handing it all over.
[22:29:56] <audioguy> Put it al down, have as lawyer review it to makes sure it says what you think it does, sign and dat.
[22:29:58] <janrinok> OK, I can go with that.
[22:30:05] <Fnord666> I would hate to put all of the work into building a new company, etc. only for the current board do just say "go away"
[22:30:12] <mechanicjay> cmn32480: agree
[22:30:30] <requerdanos> before we move on are we taking any action on further information on wether to NFP, PBC, or rehabilitate existing PBC?
[22:30:36] <mechanicjay> Fnord666: I mean, if they say go away, we have a the org we want to build a new community in.
[22:30:50] <janrinok> cmn32480, you are letting them dictate terms. Why don't we say what we will accept?
[22:31:12] <audioguy> I am willing to do it either as a new corp or takingover this one. But I want clear cut understandings.
[22:31:17] <kolie> I sent them an email
[22:31:18] <kolie> "What guarantees does the governance committee have that the board will honor it's resolutions? What can you offer?"
[22:31:21] <Fnord666> mechanicjay: Yep but it would be such a waste.
[22:31:25] <cmn32480> requerdanos, Bytram is checking into it with a lawyer friennd and we will continue researching outside that
[22:31:27] <janrinok> It doesn't change what we have to do, which is rewrite the bylaws
[22:31:34] <Fnord666> agreed
[22:31:42] <audioguy> WYes, go janrinok !
[22:31:52] <requerdanos> thanks.
[22:31:56] <cmn32480> janrinok - What will wee accept?
[22:32:04] <Bytram> I can see what ny friend would charge to thandle te paperwork
[22:32:24] <janrinok> What is actually required is a written statement (in legalese if he wishes) from Matt Angel, that he himself and other Board members will accept as absolving him and the other existing Board members from any ongoing legal liability for the site.
[22:32:24] <janrinok> There should also be a statement approved and authorised by the Board stating that they are not aware of any liabilities, actual or potential, at the time that the agreement is signed, or alternatively they should list each liability, actual or potential, so that they are known to us all.
[22:32:24] <janrinok> Once we have received that, and agreed to it, then we will purchase the site for $1 to include the domain, existing accounts and accounting documentation, the data, any current hardware, and the transfer of any rented or virtual hardware accounts.
[22:32:38] <Bytram> new vs xfer3
[22:32:55] <audioguy> WE have now sumitted three proposals, assuming lolie submitted what we talked about. I thing it is the boards turn to submit one that is detailed and they are willing to sign - for negotiatins.
[22:33:33] <audioguy> We were orignally asked 'Well submit a proposal' We did that. Their turn.
[22:33:57] <janrinok> I agree - but if we do nothing at this point they won't either
[22:34:01] <kolie> The governance committee hasn't had a proposal that it's submitted im aware of.
[22:34:27] <mechanicjay> kolie: that's annoying pedantry, but I take your point.
[22:34:52] <kolie> But that's the point exactly - we need to have a structure for them to give stuff to - that's why we were formed to figure that out, implement it, and then take the keys from them.
[22:35:01] <mechanicjay> Is it the boards position that proposals can come only from the committee and not via direct submission to the board?
[22:35:03] <kolie> If thats the existing PBC then lets push that.
[22:35:13] <kolie> I really don't care - I just want it figured out.
[22:35:23] <kolie> I think a new corp, new bylaws, call them, ask for the keys, be done with it is the quickest way.
[22:35:25] <audioguy> Yes- here oisthe proposal : "Select one of those offered,or submit yours"
[22:36:00] <kolie> You don't need their permission to have your new structure setup and ready.
[22:36:11] <audioguy> Thatis correct.
[22:36:22] <kolie> They've resolved to transfer already pending we give them something setup to give it to.
[22:36:27] <requerdanos> The board's proposal was for a committee to explore forming a new organization to hand everything over to. We are doing a poor job at it imo.
[22:36:36] <cmn32480> kolie we also don't want to spend the $$ to do so if there is no hope of them actually turnign everythgin over.
[22:36:50] <Fnord666> But do we have any commitment from the current board that if we do that, they will, in fact, hand over the reins?
[22:36:51] <kolie> They will turn it over. I'm on the board. We voted. I have talked to all members in great depth for months.
[22:36:56] <kolie> No one wants anything to hold on to.
[22:37:02] <kolie> Everyone agrees you guys can carry the torch.
[22:37:14] <kolie> I just emailed the board to clarify this point.
[22:37:15] <kolie> "What guarantees does the governance committee have that the board will honor it's resolutions? What can you offer?"
[22:37:15] <janrinok> I am less confident that you are of that
[22:37:24] <audioguy> Those things they have said? We want a signed agree ment they will actually DO that.
[22:37:26] <janrinok> *than you
[22:38:00] <kolie> Other then it's in the bylaws and they've tasked an officer of the corporation with carrying that out?
[22:38:30] <kolie> They've stated it publically they dont want to be here. I mean that's as binding as it gets in any court room.
[22:38:40] <kolie> They said they were fine with it.
[22:38:57] <kolie> They can't just ignore what we are doing here. NCommander is in the room
[22:39:04] <kolie> He knows what he agreed to.
[22:39:08] <janrinok> At the moment they are doing nothing but waiting for us. Make them write a counter proposal. But we want it in writing
[22:39:09] <audioguy> I want to say one more time: The ONLY reason I and some others are here is to see if we can find a way to keep both the website name and the corporationname,since they are the same. It that cannot be done, we just leave and start over.
[22:39:24] <kolie> you can.
[22:39:25] <chromas> They also made Deucalion the CEO. I think we need a little more than just a say-so
[22:39:32] <kolie> They will give that and everything else to whatever corporation we come up with.
[22:39:33] <requerdanos> the flip side to "but if we make an org, what if they won't hand it over" is that if they weren't going to hand it over it wouldn't matter whether we made an org or not, we are at their mercy under the current bylaws, and I for one am grateful that they have such mercy to start with.
[22:39:46] <kolie> It's not a say so it's documented court minutes and verbal agreement to such.
[22:39:53] <Bytram> cmn32480: NOTE: We have been at this for over 2 hours -- I move we have a 10 minute bio-break
[22:40:11] <kolie> I'm done for the day I gotta pick up my kids.
[22:40:15] <cmn32480> I have a hard stop coming very shortly.
[22:40:36] <janrinok> Right, any actions?
[22:40:50] <cmn32480> more research adn work on the bylaws.
[22:41:00] <audioguy> The truth is, only an IDIOT on any side would take this into a courtroom. IT would be nirvava for te lawyers.
[22:41:19] <cmn32480> any topics for the next meeting?
[22:41:36] <janrinok> do we ask the Board for a written counter proposal using the existing assets?
[22:41:37] <kolie> I think it would be a slam dunk case with standing on my part to completely gut them from the PBC for not acting in its board decisions and against the stated benefit of the corp.
[22:41:39] <requerdanos> we sure do need a chair
[22:41:45] <audioguy> Yes, discusion of the stock issue
[22:41:56] <Bytram> cmn32480: only that they attend
[22:42:18] <kolie> When should I ask them to attend?
[22:42:20] <Bytram> cmn32480: only that all of them attend
[22:42:31] <cmn32480> got it
[22:42:33] <mechanicjay> For the next meeting it would be nice to have a clean one-sheet on the pros/cons of PBC/NFP.
[22:42:37] <cmn32480> timing for the next meeting?
[22:42:39] <janrinok> .. prepared to stay this time
[22:43:02] <janrinok> pick a date - this timing works for me
[22:43:12] <cmn32480> we need a week?
[22:43:13] <kolie> FYI who's chairing the next meeting as cmn was temp.
[22:43:15] <Fnord666> cmn32480: Yes you may add an item for nominations/volunteers for chairman. Will you please act a pro tem chairman up to that point at the next meeting?
[22:43:21] <janrinok> standing invite to separatrix
[22:43:24] <audioguy> I could do that to some degree, but would prefer we finish the bylaws, THEN take up that serious issue
[22:43:50] <cmn32480> how long we need? a week?
[22:43:53] <cmn32480> 10 dayss?
[22:43:55] <cmn32480> 2 weeks?
[22:43:59] <mechanicjay> one week, to keep things moving
[22:44:04] <Fnord666> agreed
[22:44:06] <janrinok> depends who is helping and who is just talking
[22:44:19] <audioguy> for finishing the bylaws?
[22:44:23] <janrinok> yes
[22:44:23] <cmn32480> OK. Next Friday. Same bat time. Same abt channel
[22:44:35] <kolie> I will send the request for the two othe rboard members.
[22:44:36] <janrinok> good for me
[22:44:37] <requerdanos> any items taken up for next meeting?
[22:44:42] <Fnord666> audioguy: For having a working draft to look at.
[22:44:43] <Bytram> one week
[22:45:00] <audioguy> ?
[22:45:19] <cmn32480> - Stock issues
[22:45:19] <cmn32480> - Chair for the meeting
[22:45:19] <cmn32480> - Board attendance
[22:45:19] <cmn32480> - Pros/Cons of PBC vs NFP
[22:45:19] <cmn32480> - Working draft of bylaws.
[22:45:36] <cmn32480> That's what I'm showing as discussion for the next meeting
[22:45:47] <Bytram> cmn32480: LOL!!!
[22:45:57] <janrinok> looks good
[22:45:59] <cmn32480> so we ought to be here like 8 or 9 hours
[22:46:20] <janrinok> we have made plenty of progress tonight....
[22:46:55] <requerdanos> thanks.
[22:47:08] <cmn32480> OK. Anythign else for the good of the order?
[22:47:17] <Bytram> 501c3 vs PBC vs BFP
[22:47:40] <janrinok> requerdanos, I will send you my findings
[22:47:44] <Bytram> *FP
[22:47:51] <cmn32480> Meeting Adjourned.
[22:48:00] <requerdanos> thanks janrinok
[22:48:02] <Bytram> *NFP
[22:48:05] <janrinok> goodnight!
[22:48:07] <audioguy> for agenda, probably should add current bylaws work FIRST, as that is likely what we would have on our mind formost.
[22:48:12] * janrinok zzzzzzzzzzzzzzzzzzzzzzzzzz
[22:48:17] <cmn32480> 10-4
[22:48:22] <Bytram> janrinok: good night!
[22:48:29] <cmn32480> I'll post it up w/ requerdanos 's help
[22:48:43] <kolie> Emails sent out asking for guarentees and board appearance on the 18th at 2030 UTC.
[22:48:56] <cmn32480> Thanks kolie
[22:49:30] <cmn32480> I will note that if the board is going to actually show up, we will shguffle the agenda to handle what we need them for first, so they can go and we can get the work done
[22:49:32] <Fnord666> Good night janrinok
[22:49:47] <Bytram> that should be: 501c3 vs PBC vs NFP
[22:49:56] <Bytram> cmn32480: ^^^
[22:50:06] <audioguy> Things I learned today: IfI set may alarm, actualy two alarms, AND set a task onmy home automationto trigger my fire alarms, I canbe wokenup in time for the meeting. Progess has been made!
[22:50:20] <cmn32480> bytram - Thanks. Got it
[22:50:30] <Fnord666> cmn32480: Please do. If they make the effort to join the meeting we should afford them the same courtesy by attending to our business wit hthem first and foremost.
[22:50:45] <Bytram> cmn32480: :^)
[22:50:46] <mechanicjay> Meanwhile the neighbors wonder why there's a fire at audioguy's house every friday afternoon.
[22:50:52] <cmn32480> yeah, let's be courteous of everyone's time
[22:51:26] <cmn32480> mechanicjay, - it's the dynamite going off under his bead that they are really concerned about
[22:51:28] <mechanicjay> Are we adjourned?
[22:51:28] <mechanicjay> If not, motion to do so
[22:51:39] <cmn32480> we are. said that earlier
[22:51:43] <cmn32480> second.
[22:51:47] <Fnord666> aye
[22:51:51] <cmn32480> carries
[22:51:56] <mechanicjay> just making it offical
[22:51:58] <Fnord666> or is that bye? :)
[22:51:58] <mechanicjay> :)
[22:52:00] <cmn32480> everybody go home (or to work, or whatever)
[22:52:04] <audioguy> Its noat as much of a joke as you might think - just about two months ago my cattty corner neighbors hous burn to the ground. Quite spectacularly.
[22:52:29] <Bytram> cmn32480: also, about the min req time they need to announce in advance
[22:52:34] <Fnord666> Can a house burn to the ground unspectacularly?
[22:53:04] <cmn32480> bytram - that was shareholder meetings, not the board. I misremembered, and ag corrected me
[22:53:12] <Bytram> t h a n k s e v e r y o n e ! !
[22:53:26] <audioguy> Not allhouses have large tanks of liquified gas on their property.
[22:53:48] <audioguy> I need some food :-)
[22:53:58] <Fnord666> Ah gotcha. I was thinking maybe reloading supplies but the other works too.
[22:53:59] <Bytram> cmn32480: OOPS; GOT IT!
[22:54:17] <Fnord666> audioguy: enjoy!
[22:55:02] <kolie> If the board doesn't tranfer to a new entity, I will pay for the entity cost and setup fees for it.
[22:55:13] <kolie> If the costs is the only reason we dont do it and let them do what they said they would./
[22:56:12] <Fnord666> It's not the new entity, it's the continuity of the site and the community.
[22:56:41] <kolie> Ok so the continuity happens, we setup org, get bylaws, name and data go over.
[22:56:52] <Bytram> Fnord666++
[22:56:53] <kolie> Someone said they didn't want to waste the cash if it was just for nothing.
[22:57:00] <kolie> Ok so clear the cash issue.
[22:58:09] <cmn32480> it's not the cost... it's the questionof if they are going to actually do what tehy said.
[22:58:29] <kolie> that happens no matter what then if thats the real fear.
[22:58:39] <kolie> So let's go with what they say and let it happen if it happens.
[22:58:43] <kolie> It's happening no matter what.
[22:58:58] <kolie> The corp minutes and stuff, thats all verbal agreement.
[22:59:03] <kolie> Question it say it wont happen fine.
[22:59:03] <Bytram> I'm exhausted. Have a good one everybody!
[22:59:03] <Fnord666> It's not the cost either. It's the uncertainty!
[22:59:10] <Fnord666> Good night Bytram
[22:59:14] <kolie> Even if they sign a document they can say fuck it.
[22:59:40] <kolie> There is no uncertainity, they said they intend to, they want to.
[22:59:44] <audioguy> And THEN we would have valid grounds for a suit
[22:59:48] <audioguy> And damages
[22:59:55] <Fnord666> Yes they can and at this point no one would think any less of them if they did.
[22:59:56] <kolie> We have grounds now to challenge the stock holders.
[23:00:36] <kolie> None of that is needed.
[23:00:48] <audioguy> Yes, but I have some experience with courts. It would be IDIOTIC in this case.
[23:01:29] <audioguy> Pretty sure abut that, though I am not a lawyer, etc. :-)
[23:02:24] <kolie> None of it is needed - they are on board with transfer and continued SN community.
[23:03:23] <audioguy> Then they need to actually talk to us an negotiate a way to do tat rather trying to impose one.
[23:03:42] <kolie> They said pick your own future and created the governance committee.
[23:03:58] <kolie> If you don't see it, if no one sees that, you guys have your head somewhere dark.
[23:04:35] <audioguy> The biggestissue is the stock. So if they are willing to do what you say, give it back.
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[23:05:00] <audioguy> You and I talked abut a way to do thiswith one up/down vote.
[23:05:17] <audioguy> Why would they not accepot that and fine tune it?
[23:05:27] <kolie> Ok well they basically said you can do whatever you want with it - they aren't going to give you their car to drive. Get in your own car and drive it.
[23:05:43] <kolie> You can pick any car out there this one is owned.
[23:06:03] <audioguy> In other words, they are not goinf to give up their stock.
[23:06:07] <audioguy> Corrct?
[23:06:11] <kolie> They are going to dissolve the PBC
[23:06:25] <kolie> They will give up the name, domain, etc - the PBC as a vehicle is defunct in the future.
[23:06:44] <kolie> They prefer - from all the old discussions - to keep the entity but not anything it holds.
[23:06:49] <kolie> I've asked them to reconsider - again.
[23:06:56] <kolie> It's not about the stock.
[23:06:57] <audioguy> Then they must put that promise in an agreement that is enforceaable.
[23:07:15] <kolie> I've asked them to communicate how they are willing to agree to that.
[23:07:19] <kolie> We will see what comes of it.
[23:07:25] <audioguy> Yes, it is. The stockholdrs have the ultimate say. Period.
[23:07:33] <kolie> They don't but close to it.
[23:07:44] <kolie> Even the stock holders are beholden to the public stated benefit of the corp.
[23:07:51] <kolie> You can claw back those shares.
[23:08:07] <kolie> One of the benefits of a PBC structure.
[23:08:17] <kolie> It's now the stock holders interest that matters - its the benefit that matters.
[23:08:23] <kolie> not*
[23:08:32] <audioguy> Yes, difficult to prove at best. Anothe nirvana for lawyers.
[23:09:00] <audioguy> I waill await what they say, I need some food.
[23:09:25] <kolie> You think they want a defunct corp to hold on and the domain they will never use for anything?
[23:09:32] <kolie> It just doesn't make any sense.
[23:09:39] <kolie> But w/e man
[23:10:29] <audioguy> That right it doesn't. Except for these vague 'liabilities'
[23:11:00] <audioguy> Anyway, later on this, I am off
[23:11:15] <kolie> Maybe you don't understand the law as well as you think. Maybe you don't understand liability shielding, or asset protection. Maybe you don't get what it means to be an officer of a corporation, or a shareholder, and what that can bring into your life.
[23:11:42] <kolie> The nebulous things that can happen - are exactly why they make these decisions.
[23:12:04] <audioguy> Maybe not, That is when it is time to consult with a lawyer.
[23:12:06] <kolie> They are in a castle - they have to defend against EVERY SINGLE WAY IN. SOmeone on the outside only needs to find one way in to break it.
[23:12:32] <kolie> It's clear that they feel that opening the corp up to dissection and involvement from the outside introduces unforseen liabilities.
[23:12:48] <audioguy> I never assume I am correct about fine points of law. Just have seena lot of stuff, have formed imopressions, seen how things work out. That is all.
[23:12:49] <kolie> Rather than pay a lawyer XXXXX to figure that out pay YYY dollars to avoid any such problem.
[23:13:19] <kolie> A lawyer is going to cost far more to consult then the legal fee to just register a new corp.
[23:13:45] <kolie> And protection goes both ways, from them to you and you to them, and addresses their concerns.
[23:13:57] <kolie> It's the cheapest, quickest, least problematic way to proceed.
[23:14:07] <kolie> It's why in M&A's holding corps are formed that take over the old shells.
[23:14:12] <kolie> And then the old shells are killed.
[23:14:15] <kolie> No one wants the what ifs.
[23:14:22] <audioguy> That is correct. Which I would be perfectly happy to do. But was asked to help see if it we could find a way to keep the domain AND corp.
[23:14:44] <kolie> The corp could conceptually be kept. There is no reason to do so.
[23:14:47] <kolie> And a lot of cons.
[23:15:05] <kolie> Time and, maybe, just maybe money. But I disagree on the money part.
[23:15:46] <kolie> And the time isn't relevant. There is no pressing issue that requires this to be done today rather than three weeks from now.
[23:15:53] <kolie> So idk man - it just feels gamey to me.
[23:16:16] <kolie> I think we got a smooth easy road we could just cruise down and let it fall where it does - the guarentees and such I can ask for and get elaborated on.
[23:16:29] <kolie> But if we really want fresh and clean, lets just do that, it makes sense all around.
[23:16:34] <kolie> And is the least friction.
[23:17:01] <kolie> I can't articulate any reason why keeping the PBC would be preferred other than laziness.
[23:17:08] <kolie> And I'm really trying to devils advocate that one.
[23:17:17] <audioguy> I do not want there to be ANY possibiity that we could use the doman name but there is also a now unrelated corp out there with the same name. I want HARD guarantee this cannot happen.
[23:18:20] <kolie> I mean it just can't reasonablly happen as a matter of just practicality. Matt can't run it, nc is checked out, who would be here?
[23:18:31] <kolie> Even if they decided its ours - ok what does that even mean.,
[23:18:34] <kolie> Nothing would exist.
[23:19:04] <kolie> That's not anyones goal - but they get nothing by doing that.
[23:19:09] <kolie> Its a global lose situation.
[23:19:31] <audioguy> later. Really this time :-)
[23:19:34] <kolie> peace.
[23:20:20] <ted-ious> Seeing as how the name soylent news is a violation of copyright from a movie and the trademark of a food product I don't think going to court over the name is a good idea.
[23:21:47] <ted-ious> Unless somebody got a license from both there's nothing stopping a troll from registering soylentnews.xyz right now.
[23:22:19] <ted-ious> I wouldn't be surprised if at least one troll already had.
[23:24:20] <Bytram> kolie: audioguy: Maybe I am misunderstanding, but the name Soylent News and soylentnews.org mean a *lot* to me.
[23:31:15] <chromas> There's no movie about Soylent News but also any trademarks would be in different categories
[23:35:19] <ted-ious> That doesn't stop the owner from suing an infringer.
[23:36:07] <ted-ious> See apple music v apple computer.
[23:36:21] <ted-ious> I forget the year but it's a famous case and easy to look up.
[23:37:28] <chromas> Hippies suing hippies
[23:38:02] <Bytram> Apple Computer Corp vc Apple Music Corp
[23:41:09] <Bytram> https://en.wikipedia.org
[23:41:30] <chromas> Also the name Soylent News doesn't really need to be kept. Nobody knows about the site outside our little circle jerk and the only reason it was picked is because someone suggested it and nobody could come up with anything better at the time
[23:42:47] <chromas> dotslash, slashnews, newsdot. That was the competition
[23:44:07] <chromas> Another thing is they wanted any suggestions to have a matching domain name be bought ahead of time just in case someone wanted to steal it ahead of time
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