#governance | Logs for 2023-08-18

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[05:41:20] -!- mechanicjay [mechanicjay!~mechanicj@Soylent/Staff/Sysop/mechanicjay] has parted #governance
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[17:05:59] <janrinok> here too
[17:22:12] <kolie> My area is having a lot of utility issues today. I'm having a lot of difficulty maintaining IRC connections.
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[18:45:36] <notkolie79> Matt and NC are unlikely to make it.
[18:45:50] <notkolie79> See https://soylentnews.org
[18:46:20] <notkolie79> Email from matt.
[18:47:43] <notkolie79> Also I expect to have financials by monday.
[18:47:51] <notkolie79> For the missing years not posted on the wiki.
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[20:18:47] <janrinok> janrinok is here!
[20:19:12] <notkolie79> I'm here, you can verify im logged into the kolie nickserv account, im having a lot of irc connectivity issues.
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[20:19:33] <janrinok> are you on your phone?
[20:19:37] <notkolie79> I am not.
[20:19:40] <janrinok> lol
[20:19:53] <notkolie79> We have weather in the area.
[20:20:11] <requerdanos> So do we! "Sunny and warm"
[20:20:16] <notkolie79> I'm accessing over RDP - hope it stays.
[20:20:27] * mechanicjay wanders in, sits at the table, shuffles papers nervously
[20:20:31] <janrinok> sunny and raining - I live in France!
[20:20:42] <notkolie79> Sounds like florida.
[20:20:53] <janrinok> not that warm....!
[20:20:55] <notkolie79> EVerytime I go there its sunny and rain with the convertible.
[20:21:35] <janrinok> about 20 deg C today
[20:22:19] <janrinok> 20-25 is pretty normal. Above 28 is hot for this part of the world.
[20:25:13] * Deucalion is present and incorrect. Not long in from work, haven't eaten all day, may be cranky :/
[20:25:15] <fliptop> partly cloudy here, temp is 72, low humidity, it's beautiful. 90 miles southwest of Pittsburgh PA
[20:25:23] * requerdanos requests that everyone do things in a linear fashion, one thing at the time, as that is much much easier to document. Thanks in advance!
[20:25:49] <separatrix> I <3 PGH
[20:26:19] <fliptop> That's 22 C
[20:26:28] <Deucalion> Do we have an agenda?
[20:26:34] * Fnord666 is present
[20:26:58] * cosurgi looks around smiling.
[20:26:59] <requerdanos> The agenda: https://soylentnews.org
[20:27:08] <Deucalion> Thanks requerdanos
[20:27:08] * cosurgi looks around, smiling.
[20:27:09] <janrinok> We do - but it might need to be flexible....
[20:27:42] <Deucalion> Suggest we add additional items to the end of the agenda rather than ad hoc and derail for hours
[20:28:18] <janrinok> Deucalion, are you up-to-date on the email?
[20:28:22] <mechanicjay> I think that would be under 5) New Buiness
[20:28:26] <notkolie79> We vote on the agenda, approve it, thats it. Up to the chair to make sure its within limits and discretion.
[20:28:38] <notkolie79> New business should be declared in the approved agenda.
[20:28:40] <Deucalion> janrinok, not in the slightest up to date on email
[20:29:00] <notkolie79> juggs https://soylentnews.org
[20:29:01] <janrinok> ah, be prepared....
[20:29:35] <mechanicjay> I've been asked to chair this meeting as the previous temporary chair could not be here today.
[20:30:09] <mechanicjay> My local chronometer shows it's time. Lets start with role
[20:30:16] * mechanicjay is present
[20:30:17] <notkolie79> im checking here and meeting-discuss
[20:30:20] <requerdanos> present/here
[20:30:20] <notkolie79> Kolie here.
[20:30:22] <fliptop> yo
[20:30:25] * Fnord666 is here
[20:30:25] <janrinok> janrinok here
[20:30:33] * Deucalion here
[20:30:52] -!- mode/#governance [+v mechanicjay] by Fnord666
[20:30:54] * cosurgi here
[20:31:17] <mechanicjay> Does this constitute a quorum?
[20:31:28] <janrinok> yep
[20:31:39] <mechanicjay> Great, I here by call this meeting to order.
[20:31:46] -!- mode/#governance [+v chromas] by Deucalion
[20:32:11] <mechanicjay> First I submit the previous meetings minutes for approval:
[20:32:11] <mechanicjay> https://soylentnews.org
[20:32:53] <Fnord666> Have there been any additions or corrections since those minutes were published?
[20:33:00] <requerdanos> There have not.
[20:33:34] * Deucalion abstains vote on prev minutes, wasn't present.
[20:33:41] <Fnord666> I make a motion that we accept the minutes as currently published
[20:33:48] <janrinok> seconded
[20:34:00] <mechanicjay> all in favor:
[20:34:02] <mechanicjay> ave
[20:34:02] <requerdanos> vote: aye
[20:34:03] <janrinok> aye
[20:34:09] <Fnord666> aye
[20:34:15] <Deucalion> abstain
[20:34:16] <cosurgi> aye
[20:34:34] <notkolie79> Point of information - why is cosurgi voting was there additionall committee membership?
[20:35:05] <notkolie79> I also saw fliptop took roll.
[20:35:25] <notkolie79> Not that I have a problem with them being on the committee - but wasn't aware it was expanded if so.
[20:35:49] <cosurgi> ah, sorry. I withdraw :) I don't want to mess anything.
[20:35:54] <cosurgi> abstain
[20:36:09] <fliptop> I'm just observing
[20:36:10] <Deucalion> Is the membership still janrinok, requerdanos, bytram, kolie, mechanicjay, audioguy, cmn32480, fnord666, deucalion?
[20:36:12] <mechanicjay> Sorry, I'm just so used to seeing these folks around
[20:36:14] <notkolie79> I'll approve the minutes - I'd like to reflect that the actual agenda and chair discussion is colored differently in the channel logs.
[20:36:26] <Fnord666> Good point. For discussion, etc. outside of the committee members, pelase do so in #meeting-discuss
[20:36:54] <notkolie79> myself, jan, audio, bytram, cmn, deuc, fnord, mecha, requer
[20:37:13] <notkolie79> hubie takyon, no response, chromas and mrpg decline.
[20:37:21] <notkolie79> Anyways lets move on.
[20:37:22] -!- mode/#governance [+o mechanicjay] by Deucalion
[20:37:27] -!- mode/#governance [-v chromas] by Deucalion
[20:37:31] <mechanicjay> okay, previous meeting minutes approved.
[20:37:43] <mechanicjay> Second, I submit the Proposed Agenda for today:
[20:38:14] <mechanicjay> 1) Previous Minutes
[20:38:14] <mechanicjay> 2) Proposed Agenda
[20:38:14] <mechanicjay> 2a) Current board questions (See Below)
[20:38:14] <mechanicjay> 3) Committee Member Reports on previously assigned tasks
[20:38:14] <mechanicjay> 4) Old / Outstanding business
[20:38:16] <mechanicjay> - Stock issues
[20:38:18] <mechanicjay> - Chair for the meeting
[20:38:20] <mechanicjay> - Board attendance
[20:38:22] <mechanicjay> - Pros/Cons of 501c3 vs PBC vs NFP
[20:38:24] <mechanicjay> - Working draft of bylaws.
[20:38:26] <mechanicjay> - Name for the new entity
[20:38:28] <mechanicjay> - Additional Tasks?
[20:38:30] <mechanicjay> 5) New Business
[20:38:32] <mechanicjay> 6) Adjourn
[20:39:01] <notkolie79> Aye from me.
[20:39:13] <janrinok> aye
[20:39:23] * Fnord666 has nothing to add and votes aye
[20:39:29] <requerdanos> aye
[20:39:32] <Deucalion> aye
[20:40:00] <mechanicjay> Okay, agenda approved
[20:40:03] <notkolie79> Also point of order - the minutes didn't reflect who voted and how.
[20:40:07] <notkolie79> We should be recording that.
[20:40:15] <notkolie79> I know we have the logs to refer to.
[20:40:36] <mechanicjay> ^This is a great point. Also, if we can keep chatter down especially during a vote, it'll be MUCH easier to capture this
[20:40:42] <notkolie79> But they should be reflected in the minutes.
[20:40:44] <notkolie79> thank you.
[20:41:15] <mechanicjay> Okay, with that let's move on to 2a) Current Board questions.
[20:41:54] <mechanicjay> 1) What is the price of the turnover ($1 buyout has been mentioned) including all assets, but not limited to the list below:
[20:41:54] <mechanicjay> a) Database
[20:41:54] <mechanicjay> b) Current infrastructure (and all contents) and accounts to manage it
[20:41:54] <mechanicjay> c) Bank Accounts
[20:41:54] <mechanicjay> d) Current domain and registration
[20:41:56] <mechanicjay> e) Any copywrites and digital copies of graphics/logos/etc
[20:41:58] <mechanicjay> f) Existing backup copies that are outside of the infrastructure noted above.
[20:42:00] <mechanicjay> g) Any additional records or technical details that might help in the continued operation of the site.
[20:42:02] <mechanicjay> 2) What is the turnover timeline and conditions from the current board and stockholders?
[20:42:04] <mechanicjay> 3) What guarantee (beyond the word of the board and shareholders) do we have of turnover once the new entity is up and running?
[20:42:06] <mechanicjay> 4) Would the current board and shareholders be willing to turn the assets to a trusted individual (as chosen by the governance committee) to speed their exit?
[20:42:23] <mechanicjay> It seems, that based on discussions that kolie has had with Matt, we have some answers to these questions. Kolie?
[20:42:38] <notkolie79> Since the rest of the board is not here, I will answer as I can in their absence.
[20:43:08] <audioguy> I had asked to add a short statement at the top of the agenda
[20:43:22] <notkolie79> 1) So I guess the cost of a transition, tbd, the stockholders expressed hope for a full recoup.
[20:43:50] <notkolie79> A) thats part of it, B is part of it, C) could be used for negotiation but part of it, D) Part of it E) part of it F) Part of it G) Part of it.
[20:44:08] <notkolie79> 2) See their email, get an entity setup, the agreement on liability is fine and will be dragted
[20:44:13] <mechanicjay> audioguy: to help keep things organized, you can make your statement as part of New Buisness
[20:44:17] <notkolie79> Ok.
[20:44:23] <notkolie79> Now or then?
[20:44:37] <notkolie79> Do I have the floor on this?
[20:44:46] <audioguy> Will do
[20:44:47] <mechanicjay> Yes, kolie has the floorr
[20:45:42] <notkolie79> 2) See matts email for their opinions. It's my understand the board is just waiting for the new entity, liability agreements drafted ( matt can handle ) , and settlement on any concerns they might have like price.
[20:46:12] <notkolie79> 3) Everyone is interested in thsi proceeding, none, but we all understand its necessary and are working toward it.
[20:46:30] <notkolie79> 4) It would seem not - they are looking to transfer to an new entity, see the email contents.
[20:46:40] <notkolie79> I am happy to elaborate or discuss any of those points.
[20:46:47] <notkolie79> I vacate the floor for questions.
[20:47:16] <janrinok> may I?
[20:47:26] <mechanicjay> please
[20:47:42] * Fnord666 passes the talking stick to janrinok
[20:48:03] <janrinok> As I read the email they are hoping to recoup their initial investment. That is as yet an unquantifiable figure.
[20:48:22] <notkolie79> That is their hope yes. I don't think anyones under the illusion that's likely or expected.
[20:48:22] <janrinok> It is not what we think it should be, but what they think it should be.
[20:48:32] <notkolie79> Noted and I will discuss with them further.
[20:48:45] <notkolie79> I understand the commitees objections to the email and can adequetly advocate for them.
[20:48:57] <janrinok> It is already probably $2000+. How much they value their stock is unknown. Is that correct?
[20:49:03] <janrinok> I yield
[20:49:49] <mechanicjay> Is that a question you'd like an answer to now from kolie as a representative of the board?
[20:49:52] <notkolie79> I can't speak to their exact valuations -but I'm sure we can get someone more reasonable and palatable for all parties.
[20:50:00] <mechanicjay> or is that an open question that we're trying to determine still
[20:50:07] <notkolie79> I wish they were here to discuss further - but I can work on that.
[20:50:14] <janrinok> I am asking if I have the facts correct
[20:50:27] <notkolie79> They have 5k each originally are the facts.
[20:51:00] <notkolie79> That went into the operation of the site and was "used" in my mind.
[20:51:34] <mechanicjay> That would mean a potential maximum of $10k to "purchase" the list of items in 1a), correct?
[20:51:54] <notkolie79> It's definitely a max if anyone could call one.
[20:52:15] <mechanicjay> It's just good to establish lower and upper bounds to the issue at hand.
[20:52:19] <audioguy> They issued themselve stock without permission.
[20:52:59] <audioguy> We have logs going back to 2014
[20:53:09] <Bytram> I am here; I apologize for being late!
[20:54:06] <notkolie79> They formed the pbc and where its directors and board, it seems like they had authority to issues stocks of the pbc to themselves and did put money into the corp.
[20:54:09] <mechanicjay> the issue of the stock's validity is not relevant -- the question is how much are they going to sell the assets for.
[20:54:18] <notkolie79> Yea it all comes over - its not the stock we are getting.
[20:54:24] <notkolie79> They just want recoup on money in.
[20:54:26] <notkolie79> At a amx.
[20:54:40] <mechanicjay> Point of Clarification on Point 2:
[20:55:21] <mechanicjay> From this response it sounds like they are largely waiting on this committee to complete it work, before doing anything else, correct?
[20:55:34] <notkolie79> The question was - how long would it take.
[20:55:49] <notkolie79> The answer is get an entity set up and it is just a matter of finalizing terms.
[20:56:28] <janrinok> we are a long way from achieving that - the community has not even been asked what kind of entity it wants.
[20:56:44] <notkolie79> Ok well that's fine - it would take the board that much time to move forward.
[20:57:13] <requerdanos> iirc the committee was given up to 90 days bc kolie said we'd need 14
[20:57:35] <mechanicjay> Indeed, I think we're at 14 today.
[20:57:40] <notkolie79> The board isn't interested in holding the committee to 90 days.
[20:57:45] <notkolie79> It's interested in moving forward.
[20:58:01] <mechanicjay> Okay, I'm good on this point.
[20:58:05] <notkolie79> I as well.
[20:58:30] <mechanicjay> Any others questions or can we move along to the next agenda item
[20:58:33] <mechanicjay> ?
[20:58:43] * Fnord666 is good to move on
[20:59:09] * Deucalion is good to move on
[20:59:26] <janrinok> move on please
[20:59:41] <mechanicjay> Okay, moving on. Commitee Member reports on previously assigned tasks
[20:59:50] <mechanicjay> Do we have any?
[21:00:21] <notkolie79> I spoke with the board we had questions - I believe they were all addressed.
[21:00:39] <mechanicjay> Agree. Let's move on to 4) Old/Oustanding buiness.
[21:00:39] <notkolie79> Re; the financials.
[21:00:43] <notkolie79> I should have them monday.
[21:00:46] <notkolie79> But yea I yield.
[21:00:59] <mechanicjay> Lets go point by point here:
[21:01:03] <mechanicjay> -stock issues
[21:01:39] <mechanicjay> can someone provide a brief recap of what this point means?
[21:03:00] <notkolie79> Unaware, skip and recircle to it?
[21:03:05] <mechanicjay> Hearning nothing, Let's move on
[21:03:13] <mechanicjay> Chair for the meeting:
[21:03:44] <mechanicjay> Last time, kolie stepped down (was oustered?) as chair, cmn32480 served as temporary chair last meeting.
[21:03:46] <audioguy> I think some of these were meant for the case where the full board was in attendance - as markers for questions
[21:04:08] <notkolie79> Do we wish to elect a permanent chair?
[21:04:11] <mechanicjay> I believe we were going to vote on installed cmn32480 as a permanent chair?
[21:04:32] <notkolie79> I nominate and propose a motion to elect cmn32480 as chair.
[21:04:41] <janrinok> is he happy to accept the position?
[21:04:44] <audioguy> cmn32480, already agreed to be permanent chair, you offered to sub for him for this meeting
[21:04:56] <janrinok> in which case seconded
[21:04:57] <mechanicjay> idk, I'm kind of enjoying this, maybe I"ll make for a power grab today :)
[21:05:18] <audioguy> Please do :-)
[21:05:36] <mechanicjay> aye for cmn32480
[21:05:45] <notkolie79> aye.
[21:05:45] <audioguy> It's not easy to get people do do things like chair
[21:05:53] <requerdanos> aye
[21:05:53] <Bytram> aye
[21:05:54] <audioguy> aye
[21:05:57] <Fnord666> aye
[21:05:58] <janrinok> aye
[21:06:05] <Deucalion> aye for cmn32480 if they've agreed
[21:06:20] <notkolie79> Motion that mechanicjay is vice chair in cmn's abscene.
[21:06:26] <notkolie79> It looks like cmn passes.
[21:06:43] <mechanicjay> Congratulations to cmn32480 as our new chair in absentia for the day.
[21:06:55] * janrinok applauds
[21:07:18] <notkolie79> Any seconds for the vice chair being mecha?
[21:07:32] <Bytram> notkolie: question2
[21:07:36] <Deucalion> seconded subject to acceptance
[21:07:36] <audioguy> second
[21:07:53] * janrinok aye
[21:08:01] <mechanicjay> mechanicjay: abstains, but will accept if it's the will of the comittee
[21:08:09] <Fnord666> aye
[21:08:12] <notkolie79> Assuming no discussion, I vote aye.
[21:08:20] <notkolie79> We went straight from seconding to voting but yea Aye.
[21:08:29] <requerdanos> aye
[21:08:33] <Deucalion> aye
[21:08:44] <mechanicjay> Great, congrats to me!
[21:08:44] <Bytram> what about having cmn nominate an ad hoc chair when he is going to ne absent...
[21:09:00] <requerdanos> now he doesn't need to
[21:09:00] <janrinok> Bytram, he did do....
[21:09:09] <notkolie79> Ok we are all good, what's next.
[21:09:20] <Bytram> janrinok: ok, tx
[21:09:26] <mechanicjay> - Board attendance
[21:09:43] <requerdanos> looks like it's just our mole on the board, kolie, here with us from the board
[21:09:51] <notkolie79> ;)
[21:10:09] <mechanicjay> Yep, still would be nice to have, perhaps Matt in here for direct discussion at some point.
[21:10:10] <Deucalion> NCommander is lurking
[21:10:20] <notkolie79> He was busy - it's not a no for attendance
[21:10:22] <notkolie79> there was a conflict.
[21:10:26] <notkolie79> I will request next week perhaps?
[21:10:43] <mechanicjay> Please do -- action item for kolie -- invite matt to next week's meeting.
[21:10:56] <audioguy> please do
[21:11:08] <Deucalion> I suggest we line up a "Matt agenda" ahead of time if he is to be present
[21:11:33] <notkolie79> I requested his presence again.
[21:11:51] <janrinok> Deucalion, we had done so
[21:12:24] <notkolie79> I can also email and correspond with the board as I have been - that's where the questions matt answered came from originally.
[21:12:24] <mechanicjay> Okay, as this is just an open request, shall we move on?
[21:12:28] <Bytram> ask board for pref mtg date/time
[21:13:04] <notkolie79> Ok next agenda item.
[21:13:16] <mechanicjay> No, this is a standing meeting time, hearding the cats to an alternate time would be difficult
[21:13:26] <mechanicjay> Next (this one might be a doozy): Pros/Cons of 501c3 vs PBC vs NFP
[21:13:38] <requerdanos> request the floor
[21:13:45] <mechanicjay> the floor is yorus
[21:13:52] <mechanicjay> or yours even
[21:14:34] <requerdanos> a not for profit corporation, especially if a 501(c)3, is not permitted to take a political position. I don't think that is a good match with a news site, which may take an editorial position that candidate A is an idiot and candidate B is less bad.
[21:15:05] <requerdanos> i would think that some other corporate structure that leaves our editorial control unfettered would be a better choice. (k i yield)
[21:15:11] <notkolie79> The organization doesn't doesnt mean stories or editorials are representing the org when they post news.
[21:15:13] <notkolie79> It's a platform.
[21:15:21] <audioguy> As far as I know, staff has never taken such a position and never wanted to
[21:15:38] <audioguy> Users are free to
[21:15:49] <janrinok> exactly - the site is neutral
[21:16:16] <requerdanos> all true, just don't want us to be limited unnecessarily
[21:16:28] <mechanicjay> I would take that to mean that the organization or it's officers, for example, don't say "SoyCowNews here by endorces spongeBob for presdient. And support prop 5 which gives super soakers to every puppy"
[21:16:55] -!- mode/#governance [-o Deucalion] by ChanServ
[21:16:59] <janrinok> I don't think that it does, but I understand your point
[21:17:05] <audioguy> My position about the nature of our organization is that decision should be made AFTER the bylaws are finished.
[21:17:09] <requerdanos> Actually I was reading today that supporting legislation is okay, supporting legislators is not. https://www.irs.gov
[21:17:28] <mechanicjay> that's interesting
[21:17:38] <Bytram> Q???
[21:17:45] <mechanicjay> Bytram has the floor
[21:17:52] <Bytram> whatabout RDT?
[21:18:04] <mechanicjay> RDT?
[21:18:04] <requerdanos> as a user, he could say what he likes
[21:18:10] <janrinok> he was a user - not representing the site
[21:18:11] <Bytram> RealDonaldTrump
[21:18:17] <mechanicjay> ah, thanks
[21:18:21] <audioguy> Inpractice, if we so much as post stories fromone side or another, the users start accusing us of bias.
[21:18:33] <mechanicjay> correct
[21:18:48] <janrinok> but they both accuse us of being the otherside so we must be in the middle
[21:18:49] <Bytram> he had the same persona...
[21:19:01] <Bytram> what happened to him?
[21:19:14] <janrinok> cannot discuss it here
[21:19:31] <mechanicjay> not relevant to this meeting, bytram do you yeild the floor?
[21:19:38] <Bytram> ok, I yield
[21:19:41] <notkolie79> Ok so NFP vs PBC etc. - the advantages are going to be tax / liability differences.
[21:19:42] <mechanicjay> audioguy:
[21:19:53] <notkolie79> And who can participate legally being a murky area.
[21:20:18] <notkolie79> NFP is going to have the best advantages in terms of taxation / cost.
[21:20:25] <mechanicjay> I understand your position of waiting until the bylaws are finished to make a decision, getting familiar with different org types can happen now.
[21:20:44] <Fnord666> 501c3 is going to be the hardest to qualify for.
[21:20:56] <audioguy> NFP is separable from busines type in many instances.
[21:21:28] <Fnord666> IRS 501c defined many different types of NFPs
[21:21:48] <requerdanos> here is a list https://www.irs.gov
[21:21:56] <audioguy> If you read some of the stuff I put up, for ecample my electric coop is organized as a coop but I think they applied for nfp status later and got it. Still a coop
[21:22:17] <requerdanos> audioguy, utility coops are 501(c)12 by law if they apply to be nonprofit.
[21:23:13] <audioguy> Corporations are creations of the states in the US. Tax status is federal matter.
[21:23:26] <requerdanos> 501(c)12 is what W. Oregon is reporting on their form 990, also. https://www.westoregon.org
[21:23:38] <audioguy> Yes, my point is simple these things are separate
[21:23:44] <notkolie79> https://www.niemanlab.org
[21:23:53] <requerdanos> sure, form a corporation, then it may or may not file for nonprofit status
[21:24:19] * mechanicjay bookmarks notkolie79s link for later reading
[21:24:44] <audioguy> I think these discussions about this should be done elsewhere than in a formal meeting first, then finalized formally.
[21:24:57] <janrinok> agreed
[21:24:59] <mechanicjay> Yes, was just about to say so
[21:25:03] <mechanicjay> Here's what I propose
[21:25:04] <Fnord666> agreed.
[21:25:06] <audioguy> Abd after we have the bylaws, so we can pick a clear best match
[21:25:10] <Bytram> In corporated where? Deleware?
[21:25:15] <janrinok> thx requerdanos for the info
[21:25:44] <janrinok> Bytram, wherever is best
[21:25:56] <Bytram> ty
[21:26:27] <mechanicjay> I'd like to propose that someone put together a small primer about PBC / 501c etc and report back to the committee as a starting point, then questions and whatnot that come out of that can be more targeted, and subsequently researched
[21:26:46] <audioguy> A copy of what requerdanos linked is already in our work area.
[21:26:55] <Bytram> agreed
[21:27:00] <janrinok> separatrix recommends asking a lawyer
[21:27:41] <mechanicjay> I'll self-nominate to organize some of this information and report back next week.
[21:27:49] <audioguy> It's best to do your reserch firt, THEN confirm with a lawyer if you want to keep costs down.
[21:28:03] <notkolie79> I agree with audioguy
[21:28:07] <Deucalion> Agree with mech - we're hardly flush with cash
[21:28:16] <notkolie79> lets get 95% there, have it in a bowtie, sit down with a laywer and say "what did I miss"
[21:28:21] <Deucalion> gah... agree with audio
[21:28:29] <janrinok> separatrix> you guys really should be soliciting a professional. One-time, swallow the cost, $150, maybe $200, for one hour of their time. Ask all the questions you ever wanted to a
[21:29:06] <mechanicjay> We don't even know what questions to ask at this point -- I prefer to have an informed discussion when engaging with professionals
[21:29:21] <janrinok> OK, I have passed it on
[21:29:32] <notkolie79> The questions are based on our goals, what entity type best accomodates us.
[21:29:40] <notkolie79> For taxes, for liability, for operations.
[21:30:01] <notkolie79> But yea let's move on.
[21:30:37] <mechanicjay> Yeah, please note I'm comitting to coming back with something useful to say next week on this topic.
[21:30:46] <requerdanos> noted. :)
[21:31:04] <mechanicjay> Next: Working draft of bylaws
[21:31:04] <Bytram> I cantacyrf a lawer friend for info.
[21:31:21] <audioguy> Please start a page on twiki for that specific top and organize it there.
[21:31:28] <audioguy> topic
[21:31:32] <Bytram> not the area he practiced in :^(
[21:31:33] <mechanicjay> will do
[21:31:50] <mechanicjay> okay, do we have a report on bylaws progress?
[21:32:25] <notkolie79> I'm fine with contacting friends - but we should at some point pay someone for specific advice.
[21:32:31] <janrinok> Every body on this committee now has access to our work, I believe
[21:32:57] <janrinok> We have a set of bylaws that are filling out nicely.
[21:33:07] <audioguy> I created a sort of overall outline and added some idea. Janrinok has filled out a number of sections in a well organized way
[21:33:19] <Bytram> notkolie: IT WAS not TO BE PRO BONO
[21:33:39] <audioguy> I am currently collectin bit and pieces that could be used if rewritten
[21:34:09] <mechanicjay> Very good. Are there any questions on the bylaws that would benefit from realtime discussion at this moment?
[21:34:20] <audioguy> I expect to hit that hard over they net few days and add more
[21:34:22] <notkolie79> I think the bits and pieces coming in are good. Once it's more fleshed out and narrowed down I'd like to dig into the specifics and refinement more.
[21:34:34] <notkolie79> So Im good with the state of it and ready to move on here.
[21:35:07] <Deucalion> Once we have a v0.1 draft can we share with the community at that point for discussion?
[21:35:20] <audioguy> Of course.
[21:35:46] <Bytram> V 0.1? ++
[21:35:46] <janrinok> yes, of course. But it is not possible to edit it in a journal - you cannot have shared editing
[21:36:10] <Deucalion> ack
[21:36:22] <janrinok> You need to use a twiki or similar - which is what we have done
[21:36:29] <Deucalion> ack
[21:36:44] <mechanicjay> Okay, moving on
[21:36:52] <audioguy> It was specifically designed for such purposes and has useful features to support that
[21:37:51] <mechanicjay> sorry,
[21:37:56] <mechanicjay> - Name for the new entity
[21:38:18] <audioguy> Have we decided to vreate a new entity? When?
[21:38:31] <mechanicjay> idk man, it's on the agenda
[21:38:32] <requerdanos> We're exploring creating one. "SoylentNews Inc." "SoylentNews Holdings PBC."
[21:38:33] <audioguy> Our name is soylent news
[21:38:34] <notkolie79> I don't think the name matters much on paper as it will be dba soylent news anyways. There are legal requirements in an entity somtimes, but something like Soylent News Foundation etc is more than fine.
[21:39:23] <audioguy> My position is that we are Soylent News. We have a board we are unhappy with. They nedd to resign, and give back fullcontrol of OUR organization.
[21:39:29] <Deucalion> Do we need a new name? Wasn't that covered in Agenda 2a)
[21:39:54] <notkolie79> I thihkn we are discussing the corporate name - of which it isn't too much of a concern to me and not sure why are discussing it.
[21:39:55] <janrinok> only if we pay
[21:40:01] <audioguy> The organization Soylent News existed ong before the PBC was created.
[21:40:31] <notkolie79> Dice 4.0 DBA soylentnews.org DBA SoylentNews for all I care
[21:40:40] <Deucalion> Define "long" in this context audioguy
[21:40:45] <mechanicjay> right, I understood this was a potential name for a new entitiy. Item 2a, the board is expecting an entity to "sell" the asset to.
[21:40:55] <audioguy> To purchase something, the sekller has to have possion of it. YOu can make a case for the name in that regard. Not the organization itself.
[21:40:57] <mechanicjay> They're not going to resign or hand over what currently exists.
[21:41:26] <mechanicjay> the assets of the org, which are outlined in items 1a-g
[21:41:44] <notkolie79> The terms of the old people going away aren't fully finalized or flreshed out.
[21:41:56] <audioguy> yes
[21:42:05] <notkolie79> We have some direction of what that could be - but yea - the domain etc, would come with it potentially.
[21:42:24] <notkolie79> All of anything that means anything to anyone about SN is included.
[21:42:29] <notkolie79> data, setup, domain, accts.
[21:44:06] <audioguy> Yes. I just want to reiterate - the organization itself is and has always been ours. If they think we sold it to them at some point, show use agreement or bill of sale. We have proof we did not in our data from 2014.
[21:44:18] <audioguy> We must not foget that.
[21:44:24] <requerdanos> any action or assignment coming from the "new name" item?
[21:44:37] <mechanicjay> One sec.
[21:44:38] <janrinok> no, I think we have covered it
[21:44:43] <mechanicjay> Point of clarification here
[21:45:10] <Deucalion> So.... we'd form e.g. SoylentNews Holdings PBC / NFP etc. - all the assets of SoylentNews PBC as is now would transfer to that entity - then SoylentNews PBC would be wound down by NC and matt_ ?
[21:45:12] <mechanicjay> We need to stop conflating the idea of The Organization and The Legal Entitiy.
[21:45:23] <mechanicjay> Deucalion: yes
[21:45:41] <notkolie79> ^^ this
[21:45:56] <Deucalion> ty
[21:46:12] <notkolie79> I've got nothing to add here.
[21:46:46] <mechanicjay> I likely have more to say there, there but it's probably not appropriate for this venue..
[21:47:15] <mechanicjay> As there are no actions need on this at this time, I"m moving on.
[21:47:26] <mechanicjay> - Additional Tasks?
[21:48:00] <mechanicjay> Hearing none -- moving on
[21:48:03] <mechanicjay> New Business
[21:48:16] <mechanicjay> I believe Audioguy has something here, then I have something as well
[21:48:24] <audioguy> yes
[21:48:30] <audioguy> floor?
[21:48:39] <mechanicjay> yours
[21:50:20] <audioguy> Ok, so I put together a short statement on the supposition that the board would be attending this meeting. Its purpose being just to make it clear we were willing to deal with any libility fears etc in a resonable way, and werento seeking ny kind of actions against existing board members.
[21:50:32] <audioguy> To clear the air more or less.
[21:51:11] <audioguy> They are not allhere however. So I am thinking maybe I should just go ahead and dot to have it on record, anyway.
[21:51:17] <audioguy> What say you?
[21:51:32] <notkolie79> They did answer your concerns in the email - that was proposed to them and they did give that liability question an answer.
[21:51:45] <notkolie79> Matt and NC responded independently to that proposed question.
[21:51:58] <notkolie79> But Iet's hear it.
[21:52:53] <audioguy> The problem here is that this shedule for the meeting is the worst possible case for me. I woke up 1/2 hour before the meeting with something like 15 emails, and now I hear of one from Matt, or the board? I have had no time at all to go through all this.
[21:53:47] <audioguy> I amnot sure what irc formatting will do to the lines.
[21:53:50] <mechanicjay> audioguy: for reference: https://soylentnews.org
[21:54:19] <audioguy> Give me a sec to maybe add some line feeds :-)
[21:54:50] <audioguy> Or may you can go to next item and return to this right after?
[21:55:17] <audioguy> I'd like to get it in, but any need to do it early onis not there any more.
[21:55:19] <mechanicjay> Sure
[21:55:31] <audioguy> Donlt want to hold things up.
[21:56:02] <mechanicjay> Okay, I have a clarifying question for the board:
[21:57:46] <mechanicjay> For clarification's sake, on the proffers submitted to the board: have those been formally rejected?
[21:58:19] <notkolie79> They were brought up at the board meeting - we talked about them
[21:58:35] <notkolie79> I forget the minutes - it was my recollection that they werent accepted.
[21:58:52] <notkolie79> They decided in stead of their acceptance to form this very committee.
[21:59:34] <janrinok> mechanicjay, it depends on how you define 'formally'. They have said No publicly.
[21:59:38] <audioguy> Then mine will automatically become void at the end of this month.
[21:59:39] <Fnord666> Did the Secretary respond to the proferees (is that a word?) with that decision?
[21:59:59] <janrinok> Nope, not as far as I know
[22:00:31] <Fnord666> Ok, thanks.
[22:00:47] <mechanicjay> I guess the question is, are those still on the table for consideration, is the work of this commitee competing against them?
[22:01:05] <notkolie79> The board afaik isn't pursuing the proffer - it was declined in that board meeting to the best of my recollection.
[22:01:28] <notkolie79> I need to go. I will review the minutes after.
[22:01:38] <notkolie79> I can clarify that point further if needed.
[22:01:39] <mechanicjay> I'll note it would be courteous of the board to offer a negative response.
[22:01:48] <notkolie79> Ok I will have them issue an official response to the email.
[22:01:49] <Fnord666> It certainly sounds like they are not on the table any longer and the work of this committee is the only way forward.
[22:02:00] <Fnord666> Thank you notkolie79
[22:02:02] <mechanicjay> Fnord666: I agree, I'm just trying to be clear on this point.
[22:02:11] <Fnord666> understood
[22:02:19] <mechanicjay> Okay, I'm done. Other new buisness?
[22:02:25] -!- mode/#governance [+o Deucalion] by janrinok
[22:03:07] <Deucalion> Wasn;t audioguy going to circle back on something?
[22:03:44] <mechanicjay> Yep, want to see if anyone else has anything first as he works on his linefeeds
[22:04:38] <mechanicjay> Okay, audioguy?
[22:04:46] <Deucalion> Do we want to open the floor to non-committee present or leave that for #meeting-discuss?
[22:04:54] <Bytram> Ugh! PC crashed, ad in my hurry, returned to the wrong plave!
[22:05:31] <mechanicjay> Deucalion: I'm okay with it
[22:05:36] <Deucalion> Bytram, https://logs.sylnt.us
[22:06:10] <Bytram> Deucalion: TyVM!
[22:06:50] <audioguy> Ok, I think this may work now, tell me when to go ahead
[22:06:56] <mechanicjay> audioguy: go ahead
[22:07:35] <audioguy> XX -----
[22:07:40] <audioguy> For the board:
[22:07:40] <audioguy> This is an attempt to clarify exactly what we are trying to do, and what
[22:07:40] <audioguy> actions we intend to take, in order, hopefully, to increase engagement and
[22:07:40] <audioguy> reduce the level of any fears you may have about our potential actions.
[22:07:40] <audioguy> We have exactly one goal: To return full legal control of all aspects of the
[22:07:41] <audioguy> operations of Soylent News to its staff and community, as it existed even
[22:07:43] <audioguy> prior to the formation of the PBC.
[22:07:45] <audioguy> We have two possible way to do this.
[22:07:47] <audioguy> 1. Ask the board to fulfill its promises, very publicly made and well
[22:07:49] <audioguy> documented, to write new bylaws and democratize its management.
[22:07:51] <audioguy> 2. Abandon the PBC and the name and start afresh. This is the less desirable
[22:07:53] <audioguy> option for obvious reasons.
[22:07:55] <audioguy> Right now we are persuing option 1.
[22:07:57] <audioguy> There are certain minimal things that MUST happen if that is to be workable:
[22:07:59] <audioguy> 1. All stock must be returned to the corporation. We want to eliminate it altogether.
[22:08:01] <audioguy> 2. The bylaws must be changed in -at least- one respect: The board must be
[22:08:03] <audioguy> elected by the Staff, or the Staff and Active Community. Stockholders no longer
[22:08:07] <audioguy> may perform this function.
[22:08:09] <audioguy> 3. A new board must immediately be elected by the traditional means at
[22:08:11] <audioguy> our disposal.
[22:08:13] <audioguy> 4. We must be assured that there is no legal or other liability that could fall
[22:08:15] <audioguy> upon the corporation itself that we are unaware of.
[22:08:17] <audioguy> The new board can take it from there. All of these things are prefectly within
[22:08:19] <audioguy> the powers of the current board to do.
[22:08:21] <audioguy> If you cannot agree to these most basic of changes, there is no point in
[22:08:23] <audioguy> continuing on this path, so we should just stop now and save everyones time.
[22:08:25] <audioguy> Please be assured we have no desire to harm anyone, punish anyone, sue anyone.
[22:08:27] <audioguy> No one I am aware of on staff or in our community has threatened anything like
[22:08:29] <audioguy> that, and I would not expect see such in the future. We are not interested
[22:08:31] <audioguy> in such things. They do nothing to further our singular goal.
[22:08:33] <audioguy> We have publicly said that we are willing to sign any reasonable agreement,
[22:08:37] <audioguy> provided it is reciprocal, that would enjoin us from any such actions or
[22:08:39] <audioguy> any others you may fear. That is still very much the case.
[22:08:41] <audioguy> XX-----
[22:08:43] <audioguy> And thats it, then to a GREAT deal of help from our fearlss editors and others :-)
[22:08:45] <audioguy> thanks
[22:09:29] <mechanicjay> Thanks audioguy. Okay, any other new biz?
[22:10:02] <mechanicjay> On hearing questions from the community -- Deucalion how do we best go about that?
[22:10:35] <Deucalion> Was that wall o text intended to be directed to the Board members or was it for discussion now?
[22:10:51] <mechanicjay> I believe that was for the board to read and respond to.
[22:10:55] <Deucalion> ok
[22:11:07] -!- mode/#governance [+m #governance] by Deucalion
[22:11:10] <audioguy> Meant to assure board members we were willing to be reasonable about their fears
[22:11:25] <Deucalion> ok
[22:12:03] <audioguy> "Reasonable" not "stupid" :-)
[22:12:05] <mechanicjay> I'm kind of flagging here
[22:12:23] <Deucalion> mechanicjay, channel is now moderated, only ops will see comments from those without voice. Open the floor to the non-committee and we can Voice them in turn
[22:13:02] <mechanicjay> Okay, the floor is open to non-comittee members to bring issues / ask questions.
[22:13:13] <Fnord666> Is that part of the formal meeting or do we adjoin that part first?
[22:13:38] <mechanicjay> I don't know it wasn't in the agenda!
[22:13:43] <Deucalion> Hmm, it wasn;t on the agenda
[22:13:53] <mechanicjay> Am I violating my duty as chair
[22:14:11] <requerdanos> new business, 5c, community q&a ?
[22:14:20] <mechanicjay> seconded
[22:14:22] <Deucalion> Perhaps we put that as an Agenda Item next time
[22:14:27] <mechanicjay> Deucalion: yep
[22:14:36] * janrinok aye
[22:14:48] -!- mode/#governance [-m #governance] by Deucalion
[22:15:09] <Deucalion> I'll sort out the perms in here for next time too
[22:15:11] <Fnord666> aye
[22:15:21] <janrinok> adjourn - and then open it up I think it is the correct sequence.
[22:15:24] <Bytram> ayu
[22:15:25] <Fnord666> Seeing as there is no further business, I move that this meeting be adjourned with the understanding that the committee will remain in the channel for a while to answer questions.
[22:15:28] <audioguy> aye
[22:15:38] <Deucalion> Date / time of next meeting? Audioguy - did you want to suggest a change?
[22:15:45] * janrinok aye
[22:15:52] <Fnord666> good point Deucalion
[22:16:07] <Fnord666> One week, same bat time, same bat channel?
[22:16:30] <Bytram> Fnord666++
[22:16:34] <janrinok> works for me and audioguy doesn't like it, so it is win/win
[22:16:47] <audioguy> No, we already went through all that. The only think that WOULD help me a lot is if things like really imortant letters could come in 24 hours ahead of time.
[22:16:47] <Fnord666> ;)
[22:17:01] <mechanicjay> The proposal is for the next meeting at Aug 25th at whatever time UTC this one was at
[22:17:10] <Fnord666> 20:30 UTC
[22:17:13] <janrinok> 2030 UTC
[22:17:23] <Deucalion> seconded
[22:17:27] <mechanicjay> aye
[22:17:33] <audioguy> aye
[22:17:36] <Fnord666> aye
[22:17:42] <Bytram> aye
[22:17:53] <mechanicjay> Move to ajdourn
[22:17:57] <Deucalion> aye - do I need to "aye" if I second?
[22:18:03] <Bytram> 2nded
[22:18:11] * janrinok aye again
[22:18:12] <mechanicjay> Deucalion: don't know, I'm making this up as I go
[22:18:20] <Bytram> aye
[22:18:29] <Fnord666> Good enough.
[22:18:39] Deucalion changed topic of #governance to: SoylentNews Governance Committee - Next Meeting Friday Aug 25th 20:30 UTC | This channel IS logged and publicly displayed here https://logs.sylnt.us
[22:18:41] <audioguy> aye
[22:18:51] <Deucalion> aye adjourn
[22:18:54] <mechanicjay> Okay, we are adjorned
[22:18:58] <Bytram> Question? 5 Minute break, please?
[22:19:01] * mechanicjay hits the gavel
[22:19:12] <Deucalion> Bytram, you are a free man
[22:19:15] <separatrix> so can I come out and play now?
[22:19:22] -!- richmond [richmond!~richmond@104.219.hq.gyv] has parted #governance
[22:19:27] * janrinok thinks that that is gavel brutality
[22:19:42] <Bytram> before opening it up for discussion from non-mrmners
[22:19:43] * mechanicjay waggles his gavel at janrinok
[22:20:15] <janrinok> Bytram, of you go and wash your hands when you have finished
[22:20:15] <requerdanos> so 5 minutes to [get popcorn|pee|whatever] before the next segment?
[22:20:23] <Bytram> I will be back in 5 minutes.
[22:20:58] <Bytram> thanks, everyone!
[22:21:04] <Fnord666> I believe the technical term is bio-break.
[22:26:10] <requerdanos> That's 5 minutes by my clock.
[22:26:28] <separatrix> Ok, so…question time?
[22:26:34] <Deucalion> mechanicjay, thank you for chairing
[22:27:16] * janrinok still here
[22:27:19] <requerdanos> I echo the thanks. It is much appreciated.
[22:27:24] <Fnord666> As do I
[22:27:25] <Deucalion> separatrix, go for it
[22:27:58] <separatrix> So first: there is now a chair (cmn) and a vice chair (mechanic jay), right?
[22:28:30] <requerdanos> That is correct.
[22:29:01] <separatrix> second: there are nine members of the governance committee, but is kolie ex-officio and is he voting or non-voting?
[22:29:22] <requerdanos> kolie is no longer chair, but is a voting member of the committee
[22:29:51] <separatrix> Ok. third: in the absence of meeting rules duly adopted by the committee, does it take a majority of the committee to approve matters, or a majority of those present?
[22:30:13] <cmn32480> what the hell did I get voted into in my absence? <reads scrollback>
[22:30:41] <requerdanos> I answer non-canonically, but, majority of those present
[22:31:01] <cmn32480> teach me to miss a damn meeting...
[22:31:14] <separatrix> ok. Fourth: So in theory, with a bare quorum of five, three members of nine could approve a matter of great import
[22:31:17] <separatrix> ?
[22:31:53] <requerdanos> yes, three members could approve (or reject) a matter of great import, if nobody else showed up but those five.
[22:32:27] <requerdanos> This is important for small groups where it is difficult to get, and impossible to assure, widespread participation. We are a small group.
[22:32:34] <audioguy> And thenif the others didn;t like it, they would come, raise holy hell and possiblr get the decisionreversed. :-)
[22:32:48] <requerdanos> Exactly.
[22:32:59] <separatrix> I would suggest that that be an issue to be considered both by the governance committee for its own limited tenure, and for the eventual new board: which type of decision do you want to allow? I would recommend that an absolutely majority of existing board members be required, even if a bare quorum is met
[22:34:03] <separatrix> Req: i’d say that that would be true for the voting membership for board elections. You could have hundreds of accounts eligible, but it only takes, say, ten percent of them voting to have a quorum. But for a small body ike a board of nine, allowing three to make decisions no matter how big would create an uproar eventually
[22:34:04] <requerdanos> Interesting. Thank you for the suggestion. I would personally lean towards a majority of those present, but perhaps other committee/community members have differing opinions on that.
[22:34:21] <separatrix> see what audioguy just said
[22:35:09] <separatrix> Because of that possible response, decisions made by a representative body should be a majority of all those seated. Also, to prevent another crisis like this, if your membership falls below a certain number, you might want to say that you can’t do business without at least five seats filled
[22:35:17] <separatrix> this next Q is to audioguy
[22:36:17] <separatrix> audioguy: I found your statement to the board surprising and refreshing. I feel that it’s kind of a breakthrough: a much clearer and sensible statement than I’ve heard from Staff.
[22:36:33] <separatrix> My question is, the only hang up I have is with your statement “Staff or Active Community"
[22:36:39] <separatrix> …namely, which is it?
[22:37:04] <separatrix> There’s a big difference between the two As I mentioned on discuss, the Staff is a subset of the Active Community. Which was your intent?
[22:39:04] <separatrix> finally, while I’m waiting for AG to reply, a Q for someone on Staff: when can we expect to see a draft of your proposal for bylaws?
[22:39:14] <separatrix> “See” as in “publicly posted on SN proper"?
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[22:41:24] <requerdanos> That's a difficult question to answer. Having seen them, would you say that they now are in condition to be posted somewhere for posterity? If not, at what point would they be?
[22:42:04] <separatrix> i have seen them, but only briefly. I know janrinok thinks that I’ve scrutinized them, but I haven’t.
[22:42:58] <separatrix> Honestly, I thought they would be assembled rather than written. “What type of sections do we want in this thing? Severability clause? Check. Elections section? Check” and then drill down later
[22:43:26] <separatrix> Like, go from an outline to specific phrases. But it seems the document is more of a fully-fleshed out item
[22:43:43] <requerdanos> it is less of an outline and more fleshed-out than it was when it was begun.
[22:43:57] <requerdanos> the question, at what point is it presentation-ready?
[22:44:01] <separatrix> Noted. After today’s meeting, it seems that a comment period needs to open up now if we’re going to have a discussion next Friday about them
[22:44:37] <separatrix> Like, post them tonight, in whatever condition they’re in. Let the public have at it in comments. Discuss the most notable comments at the next governance meeting.
[22:45:16] <separatrix> I would be okay with waiting longer for a more complete text to come out. But what will then be the mechanism to amend the proposed text?
[22:45:30] <audioguy> Which is it? When we are done writing the bylaws, and all have accepted them by a vote, then I will be able to answer your question.
[22:45:47] <separatrix> (Also, I hope we won’t hear any more complaints about how long the process is taking, since the writing of bylaws is the main thing that everyone is waiting after today’s meeting)
[22:45:55] <janrinok> you will have access, or we can just act upon the comments, but the comments have to be agreed first.
[22:46:36] <separatrix> audioguy: it’s okay if you and a few others do the main writing. The question jan asks is mine too: how will people amend your original text?
[22:47:07] <separatrix> The way to do it is for someone, anyone, to write out how they would change a word, a line, or a paragraph. Then a member of the governance committee can propose that change.
[22:47:30] <janrinok> If you open it up to everybody it will be filled with spam and all sorts of rubbish.
[22:47:38] <audioguy> I have to deal with a customer, will be back in a few minutes
[22:47:45] <separatrix> I don’t need access per se. Happy to weigh in while it’s still in incomplete stage. I just want to know, as a potential member of the community, how to propose changes
[22:48:20] <separatrix> What I suggested wouldn’t be “open up to everybody”. A member of the committee would have to sponsor the proposed change.
[22:48:37] <separatrix> and there really ought to be a second member to say, yes, let’s discuss this one
[22:48:56] <separatrix> But there should be that process, so that the document can truly be said to be developed by the community
[22:49:00] <janrinok> Ideally kolie could set up a twiki on one of our site servers and you could duplicate it there. We could update the 'master' from the site one as a backup.
[22:49:22] <separatrix> A wiki is not right for this particular kind of document.
[22:49:34] <janrinok> but when two comments suggest different ways of editing the same string then somebody has to resolve that first.
[22:49:41] <separatrix> This is too formal and important a document
[22:50:11] <janrinok> When you print it you can do that in any way you wish? What is your suggestion?
[22:50:23] <separatrix> If you have two diametrically opposed comments, the board can both up as one item and the committee can vote for one or the other instead of yes/no
[22:50:45] <Fnord666> But the correct solution might be a merge of the two
[22:50:52] <separatrix> You let the committee resolve the challenging issues
[22:51:04] <separatrix> fnord: true. That would be up to a committee member to sponsor
[22:51:15] <separatrix> One does not have to take up a comment precisely as the commenter makes it
[22:51:20] <Fnord666> well, maybe not for diametrically opposed comments, but you get the idea...
[22:51:45] <separatrix> if one is a committee member, one can paraphrase, as long as the text proposed is specific and the text change is written out verbatim
[22:52:17] <separatrix> Jan, do you see what I mean? I’m really asking about the process for revision. It doesn’t really matter what state the document is in at the moment
[22:52:55] <requerdanos> so the answer is, initially by comments underneath a story/journal in which the document is published in draft form, and possibly later in a wiki.
[22:53:05] <janrinok> What is your suggestion for a shared document that we can control - and it must be usable on both linux and windows... No extra accounts necessary, and I am not giving personal details to google or anyone else.
[22:53:14] <notkolie79> Back - we still in a meeting?
[22:53:28] <separatrix> The bylaws are like your constitution. This committee is basically conducting a constitutional convention. This document will underpin eeeeeeverything that follows. It should be done as formally as possible.
[22:53:35] <requerdanos> we are on community q&a. today the role of "community" is being filled by (checks notes) separatrix
[22:53:38] <Fnord666> notkolie79: formal meeting adjourned, now taking questions from the community
[22:53:47] <notkolie79> :thumbsup: catching up.
[22:54:26] <separatrix> Staff can own the document. But there should be a record of every change proposed, the person who proposed it, and how the item was disposed of.
[22:54:47] <separatrix> If the community’s shoe fits, I’ll wear it
[22:55:05] <janrinok> the twiki does all that automatically.
[22:55:29] <Fnord666> All of which is handled by a wiki in the revision history for the page.
[22:55:30] <separatrix> Except that anyone can roll back a change on a wiki
[22:55:41] <separatrix> changes to this document need to be voted on by the comittee
[22:55:50] <separatrix> Yeah. I get what a wiki does
[22:55:51] <audioguy> But not the revision history
[22:55:56] <requerdanos> changes to the draft document absolutely do not need to be voted on.
[22:56:01] <separatrix> sorry Fnord is agreeing with me here
[22:56:24] <audioguy> YOu assuming absolutely no good will among those working together on this. It is absurd.
[22:56:36] <Deucalion> database edit as root- what then huh? How do you track that?
[22:56:36] <separatrix> *I’m* assuming no good will?
[22:56:57] <notkolie79> I'm more or less caught up.
[22:57:05] <audioguy> That somone would roll back a change mailiciously
[22:57:12] <separatrix> It’s not about malice, AG
[22:57:16] <aristarchus> Motion to form a bylaws formulation sub-committee headed by separatrix. ;)
[22:57:20] <separatrix> It’s about a group decision
[22:57:41] <separatrix> You want this document to win the hearts and minds of the community
[22:58:07] <separatrix> If there’s a change-rollback war, how will the community untangle that controversy via wiki?
[22:58:16] <janrinok> Which is where I was hoping you would come in
[22:58:25] <separatrix> Eventually, you will have to have a vote: do we go this way with this text, or that way with that text?
[22:59:08] <separatrix> Let me make it simpler
[22:59:21] <separatrix> Staff finishes a draft whenever. They submit it to the Baord.
[22:59:34] <separatrix> The Board thens open the document up to public inspection, say over two weeks.
[22:59:48] <janrinok> I am not seeing the problem that you appear to be seeing. I can copy the twiki and post it using any word processing software I choose. If you want to record every change with a roll-back then jump in and start doing that please.
[23:00:14] <separatrix> Anyone can weigh in on the text and suggest a change. The Governance Committee should evaluate all the suggestions and decide which ones are legit, then go through them one by one.
[23:00:20] <separatrix> And there should be a vote on each change.
[23:00:28] <Fnord666> separatrix: The public, or community will have seen and commented on the proposed bylaws long before a finalized version is presented to the board.
[23:00:53] <separatrix> I mean, what I’m describing is literally how legislation is made.
[23:00:55] <Fnord666> Unless I am misunderstanding the process
[23:01:20] <separatrix> I table an ordinance, a bill, a resolution. With specific text. Much like what staff is doing.
[23:01:36] <separatrix> I introduce it to the committee/body that has responsibility for the final decision.
[23:01:45] <separatrix> I get someone to second it so it can be formally discussed.
[23:01:57] <separatrix> Any member of the committee can propose an amendment to my proposal.
[23:02:10] <separatrix> Each amendment has to be voted on. A majority required to adopt it.
[23:02:28] <separatrix> Then, once all the amendment proposals are exhausted, the document comes back for a final vote by the body “as amended."
[23:03:14] <janrinok> Yes, we get that bit. And we - or you - can edit it. But we are already into over 40 revisions so far. Do they want to see everyone of them? No of course not
[23:03:15] <separatrix> If you conduct a process like this, no one can come back later and say, this document is illegitimate. It had a fair hearing. Everyone had a chance to weigh in. Conflicting proposals were resolved in public votes.
[23:03:49] <separatrix> Now that we’re talking about Jan, yes, I’m okay with the several of you, whoever’s doing the writing, keep going.
[23:04:06] <separatrix> But once you feel you’re at a stopping point, then the process I described ought to happen.
[23:04:06] <janrinok> It will be shown to the community, it will go to the governance cmmttee for approval, but not each revision. There we 2 revisions today!
[23:04:22] <separatrix> Ah, here’s where you misunderstand me
[23:04:34] <separatrix> The wiki is not public. I may have access to it, but the community does not
[23:04:54] <separatrix> once you’re satisfied with your proposal, that’s when it needs to go to the community
[23:05:12] <separatrix> And there needs to be a mechanism for the community to weigh in explicitly, specifically, to porpoise changes to language
[23:05:23] <janrinok> when we think that we have something that the community can discuss then we will show it. We would like your opinion before that stage. You know some errors that we might not spot.
[23:05:49] <aristarchus> So, a back room, then?
[23:05:49] <separatrix> It can’t just be “shown” — there needs to be a meaningful period for public comment so that committee members can evaluate them
[23:06:03] <separatrix> I’m happy to weigh in, but what I’m saying also needs to happen
[23:06:12] <janrinok> But unless you and kolie use your access then you will be for ever saying 'is it ready' - you tell us!
[23:06:16] <separatrix> ari: I’m trying to ensure that there is not only a back room
[23:06:27] <Fnord666> And it will be once we are past the "alpha" stage.
[23:06:35] <aristarchus> Effort appreciated.
[23:06:41] <separatrix> Ok. When do you guys thing it’ll be past that stage?
[23:07:07] <separatrix> to be fair to Staff, every piece of legislation starts in someone’s back room. Until now, I hadn’t heard about this step I’m describing.
[23:07:24] <separatrix> Is there a date by which the bylaw proposal will be in beta?
[23:07:27] <janrinok> We voted you access last week.
[23:07:33] <separatrix> It’s not just about me!
[23:07:39] <separatrix> I’m happy to help with the alpha
[23:07:41] <janrinok> Yes - as soon as you give us your opinion
[23:07:51] <audioguy> When you stop sucking up peoples time over minutae so we can actually get our work done?
[23:08:00] <separatrix> srsly? I’m the only person you’re waiting on to get to beta?
[23:08:08] <separatrix> You should talk, AG
[23:08:22] <separatrix> i’m trying to help here, and there’s been a lot of unclear language exchanged
[23:08:31] <janrinok> you are the person who is telling us about bylaws. That is what you are invited to attend this meeting for.
[23:08:52] <separatrix> Which meeting, the regular meeting of the governance committee? One has to be invited to that?
[23:09:01] <janrinok> Saying that they are wrong doesn't help correct them
[23:09:25] <separatrix> i’m not sure what specific concern you’re referencing jr
[23:09:36] <janrinok> We specifically asked kolie to invite you to attend as an advisor.
[23:10:15] <aristarchus> #MeToo
[23:10:22] <separatrix> *sigh* I’m not sure what you’re referencing, jan
[23:10:25] <janrinok> Now we are ready for your advice, you seem to be backing away from it. We have given you the access for a reason. you need it to advise us
[23:10:36] <notkolie79> Sep I asked you as the chair to be around for questions and comments to the committee.
[23:10:44] <notkolie79> IT was after the first meeting.
[23:10:51] <separatrix> Ah. Thanks for clarifying
[23:11:11] <separatrix> Okay. I’m happy to weigh in on the bylaws this weekend, and have comments on the alpha by Monday
[23:11:46] <janrinok> Thank you - but be aware that there might still be changes taking place over the weekend. We are on it every day.
[23:11:54] <separatrix> That’s understandable.
[23:12:15] <separatrix> I now understand your timeline to be shorter than I thought. I didn’t realize that you were waiting literally on me
[23:12:23] <janrinok> ... and we have been for over 2 weeks now - just as the committee asked us to do.
[23:12:40] <separatrix> That has simply not been clear to me. I’m sorry for my confusion.
[23:12:54] <separatrix> That explains many a testy exchange
[23:13:59] <separatrix> I hope you all understand: while you’ve been very generous in letting me discuss things in meeting-discuss, I have been trying to be respectful of the fact that I have not been in the community for long, and I was trying to defer to those who have standing
[23:14:26] <janrinok> you are a member of the community - you have every right to be here
[23:14:29] <notkolie79> I think any interested party in the community has just a valid reason to speak at this point.
[23:14:42] <notkolie79> Being here shows more commitment then the rest of the site.
[23:14:53] <separatrix> right, but few others have, and I came in only after it was announced publicly that the site would be shutting down
[23:14:55] <notkolie79> Fuck even ari has more chutzpah then half of these ACs.
[23:14:59] <notkolie79> :)
[23:15:05] <notkolie79> Shout out to my resident hoodlum.
[23:15:24] <separatrix> Okay, a quick question: after a draft gets to beta…how long does everyone imagine will be the comment period?
[23:15:40] <notkolie79> Depends on response.
[23:15:41] <separatrix> a fortnight? A week? A couple days? I’m agnostic
[23:15:52] <notkolie79> If theres a lot of hubbub, great, lets sort through it.
[23:16:21] <janrinok> It will go, probably in a journal, up to 2 weeks, Logged in users only - we don't want it filling with spam.
[23:16:28] <separatrix> exactly
[23:17:03] <separatrix> Good. That sounds like a good plan. As one member of the community, I’m encouraged by that timeline.
[23:17:06] <aristarchus> I object. ACs are members of the SN community.
[23:17:16] <notkolie79> And if they want to discuss they can login.
[23:17:23] <janrinok> People can comment, suggest changes, argue between themselves and agree with something, THEN we update the draft and bring it to the committee as the first suggested draft
[23:17:39] <separatrix> Right. Once the draft is in beta.
[23:17:41] <aristarchus> Pure ACs have no login, to avoid being traced by certain admins.
[23:18:01] <separatrix> but the “update the draft” part has to be a formal process once it’s in beta
[23:18:10] <janrinok> if the committee are not happy, we implement their changes and we go round again.
[23:18:26] <separatrix> But ACs I’m sure have friends who are willing to comment on their behalf
[23:18:35] <notkolie79> "traced" create a throw away account then, we can trace an ac to a throw away that doesnt matter.
[23:18:39] <janrinok> OK, we can take your advice on that
[23:18:59] <separatrix> the committee may send it back for another two-week period, but that shouldn’t be necessary as long as there’s goodwill
[23:19:23] <separatrix> Yeah, I’m just not worried about ACs being able to comment
[23:19:31] <separatrix> there are ways for them to get their concerns heard
[23:20:20] <separatrix> Well, great. I am sorry again for my confusion. I didn’t understand that y’all were specifically waiting on me to weigh in on in the document’s alpha stage.
[23:20:27] <janrinok> They can easily create accounts if they feel that strongly. We have tried as much as possible to include them. But .... we are not going back to 12 months ago.
[23:20:41] <separatrix> what was happening 12 months ago?
[23:21:20] <janrinok> spamming, personal attacks, etc on the front page stories. The things that you see in some journals...
[23:21:52] <separatrix> Understood. Don’t see why there would be a need to return to such an era.
[23:22:20] <separatrix> Jan, do you hope that a beta might be releasable as early as next GC meeting?
[23:22:32] <janrinok> They are part of our community but they cannot have all the privileges without accountability
[23:22:38] <separatrix> agreed
[23:23:08] <aristarchus> Not agreed.
[23:23:09] <separatrix> If I get you my comments by Monday I mean
[23:23:16] <janrinok> It depends on what you say on Monday :) If we have to start from scratch then 'no' but otherwise 'yes'
[23:23:51] <separatrix> Ha! I don’t think that will be the case. While I haven’t dug deep, I thought the alpha was mostly on the right track
[23:24:22] <separatrix> again, AG’s statement to the board at the end of this meeting was personally important to me as an outside observer
[23:24:23] <janrinok> Well that is the first positive thing I have heard you say about it :)
[23:25:08] <separatrix> I’ve mostly been reacting to direct correspondence with you, dear sir, not with the bylaws text, which I wasn’t aware I was specifically being invited to critique. So again, forgive me for not comprehending
[23:25:45] <notkolie79> sep has a lot of good things to say
[23:25:46] <notkolie79> :)
[23:25:52] <janrinok> forgiven - but not necessary. Lets move on
[23:26:24] <separatrix> Great. I’m good for now. Will get to the wiki this weekend. Should I register edits directly, or just send comments?
[23:26:36] <janrinok> I should be half way through my nights sleep by now.....
[23:26:46] <separatrix> That’s my last Q
[23:27:22] <janrinok> write them on the document with a <sep> COMMENT </sep> and we will do the changes
[23:27:39] <janrinok> Or give us notes, either will work for us.
[23:28:20] <separatrix> Ok. I’ll edit in the Twiki if it seems fitting
[23:28:25] <separatrix> and send notes otherwise
[23:28:34] <separatrix> Thank you all for your patience. I’m out
[23:28:38] <janrinok> OK - I am out of here and looking to begin zzzzzzzzzzzzzzzzzzzzzzzzzzz
[23:28:41] <requerdanos> thank you.
[23:28:57] <separatrix> happy to be here
[23:29:06] <separatrix> Bye all have a good weekend
[23:29:15] * Fnord666 needs to depart as well. Looking forward to your input separatrix
[23:29:19] <janrinok> you too
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