#governance | Logs for 2023-08-25

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[19:51:14] * janrinok checking in
[19:52:40] <notkolie> o/
[19:52:54] <janrinok> \o
[19:53:38] <cmn32480> all - I'm still feeling pretty shit from my surgery yesterday. (the anesthesia really knocked me for a loop, as are the pain killers).
[19:54:18] <cmn32480> I'm not in any shape to talk in, much less manage this meeting. thought I would be...
[19:54:47] <chromas> Do we need a chair bot?
[19:54:53] <chromas> =agenda
[19:56:58] <janrinok> I hope the surgery was successful, however, and that in the longer term you will feel better.
[20:09:24] <requerdanos> pre-meeting announcement: I, your humble secretary, will be unavailable on Sept 1 (Doctor appointment), Sept 8 (vacation to Florida), and Sept 15 (still in Florida). Someone else will need to do the taking of the notes for minutes and such.
[20:09:49] <requerdanos> So far my efforts have not procured a substitute.
[20:14:27] * janrinok is falling asleep already....
[20:22:13] * mechanicjay is here
[20:22:45] * Deucalion achieves sentience
[20:22:57] <janrinok> hi mj, juggs
[20:23:07] <Deucalion> hi janrinok
[20:24:00] -!- mode/#governance [+o audioguy] by Deucalion
[20:25:11] * janrinok hates getting out of bed for a pee.... but it is better than the alternative!
[20:25:25] <notkolie> Arc it into the toilet.
[20:25:35] <notkolie> Gotta have a good pelvic floor.
[20:26:28] <mechanicjay> Go old timey with a chamber pot and dump it out the window in the morning on to the peasants.
[20:26:45] <Deucalion> So now we know kolie sleeps on his bathroom floor
[20:30:56] * Fnord666 wanders in and sits quietly in the back
[20:31:32] <notkolie> mechanicjay, I guess you are acting chair then?
[20:32:12] <mechanicjay> ho ho, not prepared for that, but if cmn32480 doesn't show, I guess so.
[20:32:17] * Fnord666 can be the acting recliner
[20:32:26] <notkolie> He said he was ill prepared to chair today due to surgery.
[20:32:36] <mechanicjay> Sorry, I missed that note
[20:32:48] <Deucalion> 20:54
[20:32:59] <mechanicjay> Okay, Well, I need a minute
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[20:33:07] <mechanicjay> Let's take roll while I gather my wits
[20:33:28] * janrinok here
[20:33:34] * Deucalion here
[20:33:36] * Fnord666 present
[20:33:36] <audioguy> audioguy here
[20:33:39] * requerdanos here
[20:34:21] <notkolie> I am here and I am kolie. Check my whois for verification.
[20:35:00] <audioguy> Why do you use notkolie?
[20:35:12] <notkolie> I am having issues with how I normally access irc.
[20:35:20] <audioguy> ah
[20:35:29] <notkolie> I get dc'd every 1m:30s.
[20:35:48] <audioguy> I have been bumped off a lot in the past.
[20:35:48] <notkolie> It's a complex issue resulting from accessing at work over vpn and its not a quick fix so - I setup a rdp for this.
[20:36:22] <audioguy> And I am not using a vpn
[20:36:28] <notkolie> I'm also active in #meeting-discuss
[20:37:00] <notkolie> good for side bars :)
[20:37:27] <mechanicjay> Okay, 7 of are here, sounds like a quarrum
[20:37:29] <mechanicjay> wtf
[20:37:36] <mechanicjay> quorum
[20:38:01] <Deucalion> indeed
[20:39:14] <mechanicjay> Okay, a formal agenda wasn't proposed as far as I know -- but I think we could follow the same basic format as last time
[20:39:23] <mechanicjay> So first would be approval of last weeks minutes
[20:39:46] <janrinok> proposed
[20:39:57] <Fnord666> seconded
[20:39:58] <audioguy> aye
[20:40:10] <mechanicjay> All infavor:
[20:40:13] * mechanicjay aye
[20:40:13] <Deucalion> aye
[20:40:18] * janrinok aye
[20:40:18] <notkolie> https://soylentnews.org
[20:40:19] <notkolie> aye
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[20:40:50] <notkolie> The minutes didn't reflect my leaving towards the end.
[20:40:59] <notkolie> Around 5b.
[20:41:44] <audioguy> we can not that inthis weeks minutes
[20:41:50] <audioguy> note
[20:41:55] <mechanicjay> Sounds like they're approved, with the note above
[20:42:03] <notkolie> Good with that.
[20:42:24] <Deucalion> point of order - kolie accepted the minutes before raising that note
[20:42:25] <mechanicjay> With a quick edit of last weeks agenda, I propose the following agenda for today:
[20:42:25] <mechanicjay> 1) Previous Minutes
[20:42:25] <mechanicjay> 2) Proposed Agenda
[20:42:25] <mechanicjay> 3) Committee Member Reports on previously assigned tasks
[20:42:25] <mechanicjay> 3a) Update from Mechanicjay on corporate structures
[20:42:27] <mechanicjay> 3b) report from Jan on Bylaws
[20:42:29] <mechanicjay> 5) New Business
[20:42:31] <mechanicjay> 5a) Comments from the community.,
[20:42:33] <mechanicjay> 6) Adjourn
[20:43:12] <mechanicjay> Kolie accepted a note in the current minutes with the correction, moving on.
[20:43:31] <audioguy> I propose this be a short meeting- we stillhave commens coming in and are adding stuff and fixing stuff in the bylaws.
[20:43:57] <notkolie> I have an item I posted in the meta post for the agenda. I'd like to move and if seconded, discuss and vote on the direction we are moving in wrt setup of the proposed entity.
[20:43:57] <audioguy> Sometime workload does not match meeting schedules
[20:44:49] <janrinok> can we at least hear mechanicjay's presentation on the subject ?
[20:44:50] <notkolie> MechanicJay, If you feel your report is necessary for that, I will wait to motion for that if you feel it would be prudent.
[20:45:06] <notkolie> Is that to be discussed today?
[20:45:09] <Fnord666> Would you post a link to your comment please?
[20:45:10] <mechanicjay> Sorry I missed that, as I said, I wasn't ready to be chair! Yes, can you bring that up as part of new business after we hear the progress reports?
[20:45:21] <audioguy> The oder we had was to finish the bylaws, then select a type most suited. Not quite there yet.
[20:45:40] <notkolie> I didn't want to propose a type.
[20:45:49] <notkolie> So we can discuss and vote today as we please based on that.
[20:45:57] <notkolie> But I'd like to add it to the agenda to discuss.
[20:45:57] <mechanicjay> Okay, we're getting off track here
[20:45:58] <audioguy> Just thought I woudmentin that :-)
[20:46:03] <notkolie> If its not ready we vote appropriately.
[20:46:03] <Deucalion> What is there to vote on?
[20:46:12] <notkolie> Are we discussing hte item now?
[20:46:17] <mechanicjay> no
[20:46:19] <Deucalion> no
[20:46:30] * Deucalion shushes
[20:46:49] <mechanicjay> We have a proposed agenda above, with the addition of a 5a) about discussing or voting upon on structre
[20:46:53] <Fnord666> I make a motion that we accept the proposed agenda
[20:47:05] <notkolie> I approve it with the addition.
[20:47:26] <janrinok> I don't understand the addition
[20:47:27] <mechanicjay> is that a second?
[20:47:44] <notkolie> I want to discuss and vote on the committee direction to clarify that direction.
[20:47:54] <janrinok> not until somebody explains what we are talking about
[20:48:05] <notkolie> That's what the agenda item is.
[20:48:13] <audioguy> Please let kolie make a clear proposal
[20:48:17] <requerdanos> janrinok, looks to me like he wants to vote on whether we just "explore" forming a new entity, or whether we actually work to "form" one
[20:48:35] <notkolie> I don't want to waste time and I want the committee to clarify it's direction.
[20:48:52] <notkolie> I'd like a vote from those present on what direction that is.
[20:49:03] <notkolie> If we don't like the proposal or disagree vote no.
[20:49:31] <notkolie> requerdanos, essentially.
[20:49:48] <mechanicjay> Sorry, notkolie, I think were a little muddled here, can you state a clear New Buisness Item for 5a.
[20:49:50] <notkolie> We are just approving the agenda, lets get it on if theres to be a discussion.
[20:49:50] <audioguy> I propose the diretion whould be finish the bylaws, then gather into and determine what type of org
[20:50:17] <notkolie> So we are to form a new org then audioguy
[20:50:32] <audioguy> I thought we already approved the aganda,if not, sorry.
[20:50:51] <janrinok> I thought so too
[20:50:51] <mechanicjay> Nope, still waiting on approval, once people understand kolie's agenda item
[20:51:10] <audioguy> That dependes upon our negotiations as well.
[20:51:34] <audioguy> inother words,'not decided' yet
[20:51:44] <Fnord666> It's just a new item to be brought up under new business. We don't have to debate it right now.
[20:52:05] <janrinok> that would be a cleaner solution
[20:52:26] <audioguy> We need to finish present work first. I think that is reasonable.
[20:52:27] <Deucalion> It'll be 5a then 5b) Comments from the community ??
[20:52:29] <janrinok> And I don't like being rushed with new proposals
[20:52:41] <mechanicjay> Yes, Deucalion, that's right.
[20:52:57] <audioguy> Same here janrinok
[20:53:06] <audioguy> Rather get things right.
[20:53:29] <Deucalion> Does kolie need a second to get an agenda item added?
[20:53:29] <mechanicjay> Okay, proposed agenda (as I think I understand it):
[20:53:46] <mechanicjay> 1) Previous Minutes
[20:53:46] <mechanicjay> 2) Proposed Agenda
[20:53:46] <mechanicjay> 3) Committee Member Reports on previously assigned tasks
[20:53:46] <mechanicjay> 3a) Update from Mechanicjay on corporate structures
[20:53:46] <mechanicjay> 3b) report from Jan on Bylaws
[20:53:48] <mechanicjay> 5) New Business
[20:53:50] <mechanicjay> 5a) Discussion about committe direction
[20:53:52] <mechanicjay> 5b)Comments from the community.,
[20:53:54] <mechanicjay> 6) Adjourn
[20:54:02] <Fnord666> What happened to 4?
[20:54:22] <requerdanos> I think 4 was abandoned.
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[20:54:55] <mechanicjay> Sorry, editing on the fly here. It doesn't matter
[20:55:07] <requerdanos> I move to accept the agenda as amended, 4 or no 4
[20:55:07] <notkolie> I approve the agenda as listed.
[20:55:12] <Fnord666> No worries.
[20:55:20] <Fnord666> I second requerdanos motion
[20:55:29] <mechanicjay> all in favor
[20:55:38] <Fnord666> aye
[20:55:39] <mechanicjay> of the approving the agenda
[20:55:39] <audioguy> aye
[20:55:40] * janrinok aye
[20:55:44] <mechanicjay> aye
[20:55:47] <requerdanos> aye
[20:55:53] <Deucalion> aye
[20:56:06] <notkolie> ate
[20:56:08] <notkolie> aye
[20:56:09] <mechanicjay> great, the ayes have it
[20:56:26] <mechanicjay> Okay, item 3a, my report on corporate structure research
[20:56:53] <Deucalion> 3 ? Or were there none?
[20:57:07] <Deucalion> Oh... ignore me
[20:57:09] <mechanicjay> First I would like to thank audioguy as he did a bunch of information gathering on the topic which was super helpful to me.
[20:58:31] <mechanicjay> I dug quite a bit deeper into the notion of a 501(c)$ type charity. There has been some notion of a 501(c)3 Non-profit. I believe I've found that that is essential a non starter given the business we are in.
[20:59:27] <audioguy> say more
[20:59:46] <notkolie> Is that a specific subtype of a 501c or all 501cX's you are reporting on?
[21:00:03] <mechanicjay> Of note, the IRS recognizes 501(c)3 as being in the following fields:
[21:00:09] <mechanicjay> Religious Educational Charitable Scientific Literary Testing for Public Safety to Foster National or International Amateur Sports Competition Prevention of Cruelty to Children or Animals Organizations.
[21:01:03] <mechanicjay> while I'm somewhat entertained by the specificity of the final two categories, SN doesn't really fit into any of those. One could make a claim that a News org has an education mission, but that's a pretty far stretch for us
[21:01:31] <mechanicjay> The next closest 501(c) I found that kinda fit what we do, is a 501(c)7 -- Clubs
[21:02:15] <mechanicjay> So, that's kind of like us in that revenue is generated directly from the membership, and that the primary purpose is for the pleasure and recreation of the memebrs
[21:02:19] <notkolie> Doesn't clubs have a requirement for closed membership?
[21:02:24] <audioguy> There must be one for coops,since my local coop has it?
[21:02:39] <requerdanos> utility coops are 501(c)12
[21:02:39] <mechanicjay> However, this falls downs with the The club must have an established and limited membership of individual
[21:02:48] <mechanicjay> Please hold comments till the ned
[21:02:56] <notkolie> Sure.
[21:02:57] <audioguy> sorry
[21:03:28] <mechanicjay> of particular note is that there are hard limits for a c7 on "Services provided to the public" which kinda sinks that right there.
[21:04:02] <mechanicjay> The c(12) coop thing, is interesting, but I wasn't able to dig up a lot and it seems really geared toward public utilities -- which we just aren't.
[21:04:44] <audioguy> Yeah, I remember seeing that section mentioned eectrical coops
[21:05:58] <mechanicjay> I fell upon research coops in general, and each state has different rules governing how coops are run and organized. For tax filing with the IRS with a coop, one simply needs an EIN and fill out the coop specific return forms. -- ie. a coop doesn't have to be non-profit according to the irs, just that some coops can be depending on their buisness model.
[21:07:42] <mechanicjay> Other corp types, (S corp, C corp, PBC (b) corp) are all geared toward shared and ownership and what happens with profits and how those corporate profits are taxed.
[21:08:24] <mechanicjay> And seem very much like not what we do here -- which is be a revenue neutral site supported by the membership.
[21:08:59] <mechanicjay> This concludes my report, I open the floor for questions
[21:09:22] <notkolie> Uhm see my notes in #meeting-discuss - but several news organizations already use 501c3
[21:09:25] <notkolie> https://transition.fcc.gov
[21:10:04] <notkolie> I wouldn't discount it outright.
[21:10:22] <notkolie> There may be more applicable ones - but we meet the criteria for a 501c3.
[21:10:24] <audioguy> My sense is that thereare two aspects to the whole non-profit things - oneis no federaltaxes,the other is for donors being ablke to write off donations
[21:10:43] <notkolie> It doesn't restrict the bylaws too much what 501c we are approved under.
[21:11:21] <audioguy> I have never seen any of our users demanigna tx writeoff.
[21:11:32] <mechanicjay> audioguy: that is my understanding as well, those are the two main thrusts.
[21:11:42] <Fnord666> audioguy: I believe that's true and the ones that allow for tax deductible donations are going to be harder to qualify for.
[21:12:06] <mechanicjay> Again though, I don't think taxing of profits is really a thing we need to worry about.
[21:12:26] <audioguy> If you have 0 net profit, there is no federal tax. Except for companys large enough to qualify for minimum tax - as far as I know.
[21:13:01] <mechanicjay> exactly, so that is basically moot. So the main benefit would be for the write-off benefit for our subscribers
[21:13:12] <audioguy> So basically it is just filling out some forms each year.
[21:13:21] <notkolie> And the ability to get things under the 501c status.
[21:13:29] <notkolie> A lot of organizations give free software, licenses etc.
[21:14:07] <notkolie> And yea a large donor might be inclined to do so if its a right off.
[21:14:11] <notkolie> writeoff.
[21:14:14] <mechanicjay> notkolie: as far as news orgs go,as we don't generate any news, except about our internal dramas, I question what the educational value would be.
[21:15:09] <notkolie> I get value from being educated about what's going on.
[21:15:14] <notkolie> I come to a source that educates me on topics I like.
[21:15:25] <notkolie> The fact that you don't make the content, but only display it
[21:15:30] <notkolie> Doesn't reduce the educational value.
[21:15:38] <requerdanos> mechanicjay, does your report come with a recommendation as to entity type(s) to pursue?
[21:15:38] <notkolie> You are the library.
[21:15:44] <notkolie> Not the author.
[21:15:49] <notkolie> I go to the library to read curated content.
[21:16:14] <mechanicjay> requerdanos: That feels like it would be overstepping the charge I gave myself last week :) I know which way I'd like to go, but that's for later.
[21:16:29] <notkolie> mechanicjay, which way based on your reading are you leaning towards?
[21:17:08] <Fnord666> I would like to thank mechanicjay and audioguy for their research into this. We should move on and table the discussion on that topic for now.
[21:17:21] <audioguy> agree
[21:17:43] <mechanicjay> agreed -- notkolie, this question can be answered last as part of new bus.
[21:17:44] <Fnord666> We have the informationthat we will need for future discussions.
[21:17:52] <notkolie> sure. lets move on then.
[21:17:52] <audioguy> mechanicjay, did you put any of this up on the wiki?
[21:18:01] <mechanicjay> audioguy yarp!
[21:18:09] <audioguy> Good job, by the way. Learned somethng.
[21:18:21] <janrinok> ty mechanicjay
[21:18:24] <Deucalion> Thanks mechanicjay
[21:18:46] <mechanicjay> Okay, 3b) Status report on the progress of ByLaws. I tagged janrinok in the agenda, janrinok are you able to speak about this breifly?
[21:19:04] <janrinok> I am - but I would rather hear other comments first please
[21:19:46] <mechanicjay> Well, for the record can you give a one or two sentance summary on where things currently stand?
[21:20:23] <audioguy> What I see is we have done a lot, well past the halfway point,but still fine tuning and make small additions.
[21:20:26] <janrinok> We have published the Committee's First Draft of the bylaws. If people on this committee wish to make a statment...
[21:20:41] <janrinok> then please do, then if I may I wll make mine
[21:20:57] <mechanicjay> Okay, the floor is open for comments
[21:21:12] <audioguy> I just made mine.
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[21:21:37] <notkolie> I see there was a lot of comments and activity back and forth in the journals.
[21:21:47] <Fnord666> For the record the draft can be found at https://soylentnews.org
[21:21:49] <notkolie> It was mentioned that not a lot was incorporated as this was just a draft
[21:22:12] <janrinok> ... and they both came out on the same day
[21:22:15] <notkolie> Will the revision have some of the discussed content changes, or is it largely minor/medium revisions of the existing draft?
[21:22:37] <janrinok> I will give my statement when you have all finished
[21:22:47] <notkolie> Just trying to figure out how much of a flux its in atm.
[21:23:06] <janrinok> I will tell you....
[21:23:15] <audioguy> did anyone here give permission to make that older draft public? That sort of things causes great confusion
[21:23:32] <janrinok> nope
[21:23:48] <notkolie> I don't think it was an issue, it should be discussed and open, and it was noted it was an early draft and just ideas.
[21:23:56] <notkolie> For discussion and really open to anything.
[21:23:57] <audioguy> WE should probably approve draft here first.
[21:24:48] <audioguy> The problem wa we had two different drafts go out at the same time, quite different.
[21:25:17] <Fnord666> Which/where is the second (earlier?) draft?
[21:25:20] <notkolie> They are both wip and just ideas and were flagged as such.
[21:25:32] <notkolie> I didn't take it as they were both drafts was that a misconception going around?
[21:25:45] <notkolie> One from a non committee member as well.
[21:25:46] <janrinok> I think that ag is referring to was sep's journal
[21:26:00] <notkolie> https://soylentnews.org
[21:26:21] <notkolie> https://soylentnews.org is the actual entry.
[21:27:19] <audioguy> He was criticsingstuff we had already changed - that is what I mean by confusion.
[21:27:19] <Fnord666> Ah, ok. Thanks.
[21:27:37] <janrinok> chair, is that all comments compete now?
[21:28:20] <mechanicjay> I guess so, Jan, please proceed
[21:28:48] <janrinok> ty. I ask that you save questions for the end, I will yield when I have finished...
[21:29:25] <janrinok> The Draft was just that. A draft for discussion. I am assuming that the staff are on this committee because they know how things work....
[21:29:46] <janrinok> So that is what we have written. The structure that we have today.....
[21:30:26] <janrinok> Sep has made some interesting comments, ty. Some of them are really cosmetic and can be actioned very quickly....
[21:31:07] <janrinok> Others are suggesting that the Team Leaders and the Mangement Committee have stepped way out of line. I disagree but it is a view....
[21:31:41] <janrinok> If we HAVE, then somebody has to decide what the new structure will be for management. I do not know it....
[21:32:35] <janrinok> I do not know how training will be completed, or how a leader should accept somebody into his team, or lots of other things that have been questioned....
[21:33:28] <janrinok> I respectively suggest that, kolie and sep get together and sort out suggested bylaws to cover the changes to any management that they intend or even think will be necessary...
[21:33:32] <janrinok> I yield
[21:33:49] <notkolie> It seemed like the suggestions where not throwing it out but rather making modifications which delineate the powers and roles more cleanly and evenly. I don't think the entire structure was objected to. We can also resolve that the training be documented and published in a later document.
[21:34:06] <janrinok> IT IS DOCUMENTED.
[21:34:14] <notkolie> In the proposed bylaws.
[21:34:20] <notkolie> That's what we are discussing right?
[21:34:25] <audioguy> For the Editors :-)
[21:34:30] <janrinok> It is pages long - you don't mean that
[21:34:40] <audioguy> The sysadmins have always been looser.
[21:34:57] <Bytram> I am here.
[21:34:59] <notkolie> What I am saying is that the bylaws will say to follow a published editor criteria / training.
[21:35:01] <audioguy> In practice
[21:35:05] <notkolie> And that can be tbd.
[21:35:13] <notkolie> But the bylaws will reference it and use it.
[21:35:42] <notkolie> The specifics of which do not need to necessarily be put into the bylaws verbatim.
[21:35:46] <janrinok> That doesn't answer my questions but we can discuss it later elsewhere
[21:35:55] <notkolie> What was the question?
[21:36:17] <janrinok> There isn't one question.....
[21:36:33] <janrinok> There is not point in tying this meeting up with it now
[21:37:52] <notkolie> I think they are a fine draft and treating htem as fluid is gfine.
[21:38:06] <notkolie> I'm good to move on.
[21:38:22] <mechanicjay> As am I. Jan, are you done?
[21:38:38] <janrinok> yes
[21:39:00] <mechanicjay> OKay. Thank you for the update
[21:39:18] <mechanicjay> As we have no item 4 because the chair can't count, we'll move on to 5a)
[21:39:29] <mechanicjay> Kolie, you have the floor
[21:39:50] <notkolie> Right so - continuation of early discussions.
[21:40:08] <notkolie> My motion is that we see the golden path going forward as forming a new entity and installing bylaws into it.
[21:40:19] <notkolie> If we second it then we are open for discussion.
[21:40:47] <janrinok> what do we gain by doing that?
[21:40:50] <audioguy> too early
[21:41:12] <notkolie> I want to finish the discussion that we need to seek to gut and use the PBC.
[21:41:19] <requerdanos> I would think that we would gain direction and purpose. Right now our mission is to explore, like cpt. kirk and co.
[21:41:29] <notkolie> I don't think that needs to be considered - it's a corner case - we aren't necessarily limiting it.
[21:41:44] <notkolie> But we need to focus on what is to become.
[21:42:05] <notkolie> If we have any compelling reasons to gut and use the PBC let's hear them now.
[21:42:06] <mechanicjay> I think we've been doing that with the bylaws work, and with the corp structure research work
[21:42:15] <janrinok> but you are committing us to creating a new entity - when we don't even know how we will get there.
[21:42:33] <mechanicjay> notkolie: It's been my understanding that reusing the PBC is a non starter for the current owners?
[21:42:47] <Deucalion> not agreeing to the motion as it precludes the possibility of there being no entity at all
[21:42:54] <notkolie> mechanicjay, Just about - I mean I can think of creative things to change that but I don't think its fruitful and I talk to them ALOT.
[21:42:58] <audioguy> The reason yo gut and us the PBC is to gain complete controlof it to avoid complications later.
[21:43:09] <Deucalion> and why are we discussing it the motion is not seconded?
[21:43:14] <notkolie> I am open to no entity and can ammend it as such
[21:43:32] <audioguy> Right now all we habe is an indication that it might sell us 'some' assets. Not good enough.
[21:43:44] <requerdanos> well, we have more than that
[21:43:48] <notkolie> Everything under the PBC
[21:43:52] <mechanicjay> Deucalion: I think we're trying to figure out if we want to second the motion. A little discussion seems approrpiate
[21:43:53] <audioguy> We cannpt have two orgs using the same name.
[21:43:54] <notkolie> I speak for the board on what's included.
[21:43:55] <requerdanos> we have their non-cooperation on using the existing pbc
[21:44:16] <notkolie> The organizatin name is meaningless. They will transfer the domain.
[21:44:23] <notkolie> They will not be using the soylentnews name.
[21:44:47] <audioguy> The NAME of the PBC is Soylent News PBC!
[21:44:48] <notkolie> The terms of the transfer would include the wind down / termination of the PBC as an entity.
[21:45:00] <janrinok> I would like to see that in writing first
[21:45:01] <audioguy> It woud be a legal nightmare.
[21:45:03] <notkolie> Ok? That doesn't mean anything. Anyone can register any entity name they want at any time.
[21:45:20] <audioguy> This one has ahsitory though.
[21:45:31] <notkolie> Ok well part of the deal is to include the wind down of the PBC.
[21:45:33] <mechanicjay> audioguy: I don't understand why that matters?
[21:45:39] <notkolie> I don't either mechanicjay.
[21:45:46] <notkolie> But they will wind down / not use it.
[21:45:52] <notkolie> That will be part of the terms.
[21:46:08] <janrinok> in writing?
[21:46:13] <requerdanos> Seems to me we should form an organization, incorporated or not, to receive the assets belonging to soylentnews, to operate and maintain same
[21:46:18] <notkolie> There will be a legal agreement to the assets and wind down yes.
[21:46:25] <Fnord666> They will need to transfer all IP including trademarks, copyrights, etc. related to SN.
[21:46:25] <notkolie> It will be part of the transfer of the domain and ip.
[21:46:39] <notkolie> There is no trade mark.
[21:46:46] <notkolie> But it will include all IP and assets.
[21:46:49] <notkolie> They've stated as much.
[21:46:50] <janrinok> requerdanos, we can do that. We just don't have to commit today to specifically doing that when there are still unknowns
[21:46:54] <audioguy> If they are to close up the pbc permanently, remome it altogether and put that in writing, THEN I would consider it.
[21:46:58] <janrinok> so not in writing
[21:47:08] <notkolie> audioguy - I speak for the board - that is agreeable terms.
[21:47:36] <notkolie> That was never not their intent but we have discussed exactly that.
[21:47:36] <mechanicjay> Okay. So notkolie is there a motion? (or one to be restated)?
[21:47:46] <audioguy> Fine, put it in writing.
[21:47:54] <notkolie> It will be part of the sale agreement.
[21:47:58] <janrinok> show me the document and i will agree to the creation rather than exploration
[21:48:12] <janrinok> until then we have nothing
[21:48:16] <audioguy> Still we should wait on this until the appropriate time.
[21:49:00] <janrinok> it hasn't been seconded?
[21:49:05] <audioguy> no
[21:49:25] <notkolie> I withdraw the motion. I will get an email documenting the intent and propose again.
[21:49:36] <mechanicjay> Okay.
[21:49:42] <notkolie> If that's what some would like to see.
[21:49:45] <audioguy> Great, kolie
[21:49:50] <notkolie> But I speak for the board already on that - so you have it from the board.
[21:49:51] <janrinok> copy the original email to us all pse
[21:50:08] <mechanicjay> Is there any other new business before opening up to community questions?
[21:50:23] <audioguy> Past board verbalpromises have not been kept. We are past that.
[21:50:55] <notkolie> Which is why the terms will be in a signed agreement.
[21:51:15] <notkolie> Discussing what terms are ok to agree on - that's part of building the agreement.
[21:51:33] <notkolie> Thats why I want to stop bickering over the board and its decisions and just set a direction.
[21:51:34] <janrinok> when I see the original email......
[21:51:41] <Deucalion> motion to move on
[21:51:45] <notkolie> One second.
[21:51:45] <mechanicjay> seconded
[21:51:47] <janrinok> agreed
[21:51:48] <notkolie> mechanicjay
[21:51:49] <audioguy> AS we have been trying to get the board to do since the first proffere was submitted.
[21:51:58] <notkolie> Can I ask you based on your research
[21:52:04] <notkolie> What org structure you preferred?
[21:52:08] <mechanicjay> Yes, and I have a question for the board as well.
[21:53:04] <Fnord666> agreed. Let's move on.
[21:53:18] <mechanicjay> As I was researching, I really caught on to the idea of a coop, and how similar it is to the way we've run for years.
[21:53:49] <audioguy> I had exactly the same reaction.
[21:54:06] <mechanicjay> The idea of a body of voting members is something we've been aspring to, but never quite reaching.
[21:54:39] <Fnord666> Are coops too tied to geopgraphical location or could we adapt it for our needs?
[21:55:07] <mechanicjay> There would be some details to work out as to what constitutes a voting member, but it seems to me something like, "Hey you sub'ed, congrats here's your voter ID card for the next year"
[21:55:28] <mechanicjay> Fnord666: So like any busness, you're first governed by the rules of the state you're in, then by any Federal Tax Stuff.
[21:55:50] <mechanicjay> I don't believe there are any restrictions on memberships, which is a big win as we have members everywhere.
[21:56:31] <Fnord666> I assume there are physical coops that span states so it should work.
[21:56:36] <mechanicjay> There may be restrictions on the corporate officers, but those duties are perfunctory in this setup
[21:56:47] <audioguy> Paer of what caught my eye was when I read the bylawsfor the coop here, and how it uses 'shares' - not stock. If the coop accidentally make a profit it can go into those users shares.
[21:57:36] <Bytram> Are we talking US or European coop?
[21:57:42] <audioguy> US
[21:57:57] <Bytram> TY!
[21:58:24] <mechanicjay> Okay, that's my take on this -- happy to discuss this at length and continue the research on coops if the comittee wills it.
[21:58:28] <audioguy> Ifthere is a reson to look at a euro base, let us know Bytram?
[21:59:09] <janrinok> mechanicjay, you had a question for the board?
[21:59:25] <mechanicjay> Okay, my question for the board surrounds the dollars.
[21:59:26] <Bytram> audioguy: Was just wondering
[21:59:45] <Deucalion> I would welcome further investigation of co-op
[22:00:26] <requerdanos> I also would welcome info on a coöp
[22:00:31] <mechanicjay> Actually, I withdraw the question, I can't quite form it properly.
[22:01:03] <audioguy> Don't worry, that willcomethe moment the meeting is adjourned.
[22:01:07] <Fnord666> Agreed re additional research on a co-op as a boverning structure.
[22:01:24] <Deucalion> Damn now we have coops and bovines?
[22:01:25] <mechanicjay> Okay, I'll take that as an action item
[22:01:32] * janrinok notes it is tomorrow
[22:01:45] <Bytram> agree: "I also would welcome info on a coöp"
[22:01:51] <mechanicjay> Okay, I move to open this for community discussion.
[22:01:56] <audioguy> Just - no chicken coops please.
[22:02:00] <Deucalion> seconded
[22:02:11] <mechanicjay> All in favor:
[22:02:14] <janrinok> aye
[22:02:17] <requerdanos> aye
[22:02:18] <mechanicjay> aye
[22:02:22] <Bytram> aye
[22:02:23] <Deucalion> aye
[22:02:27] <notkolie> aye.
[22:02:28] <Fnord666> aye
[22:02:47] <audioguy> aye, but we still have to finish the bylaws
[22:02:57] * Fnord666 has a hard stop at this point and must depart.
[22:03:05] <audioguy> Before anything gets too serious.
[22:03:08] <mechanicjay> farewell Fnord666!
[22:03:21] <Bytram> Fnord666: Laters!
[22:03:22] <Deucalion> Fnord666 o/
[22:03:37] <Fnord666> Thanks. Later.
[22:03:44] <janrinok> Can I ask for more help with the bylaws pse - the more contributors the easier the work becomes. I have lost 3 weeks of spare time so far...
[22:03:54] <mechanicjay> audioguy: I think corp structure has a little influence on the bylaws -- I don't think either thing should be happening in isolation.
[22:04:16] <audioguy> Yes - cmn32480 still has not submitted his?
[22:04:33] <Deucalion> Is the floor in here open for community discussion yet or no?
[22:04:54] <audioguy> Parts of the bylaws, yes.
[22:04:59] <mechanicjay> We got a lot of ayes, the floor is open for community dicsusion
[22:05:07] <Deucalion> ty
[22:06:50] <janrinok> not much noise yet
[22:07:47] <audioguy> There was one more type I haven't looked at at all yet, a 'close corp' - probably unsuitable bu that should be confirmed.
[22:08:21] <notkolie> A close corp is not a fit for us. It's similar to an llc.
[22:08:22] <mechanicjay> I did take a quick look at that as well, my brain was melting about 1:00am at that point, but it didn't strike me as particular suitable.
[22:08:31] <mechanicjay> In that it a small number of private owners
[22:08:35] <notkolie> Close corps have restriction on share transfers.
[22:08:40] <mechanicjay> which is something we're trying to get away from.
[22:08:44] <audioguy> Thats what I thought,jst wanted to confirm that.
[22:08:51] <Deucalion> Give it 10 minutes then if nothing from the community adjourn? Time now: 22:08 UTC
[22:09:06] <notkolie> It's not a problem having shares perse either - we just have to define how those shares function in a share holding corp.
[22:09:19] <audioguy> IF we adjourn we can get back to work :-)
[22:09:20] <janrinok> mechanicjay, good job, it is getting short each week!
[22:09:37] <notkolie> Motion to adjourn :)
[22:09:43] <audioguy> Yes, and under hard cicumstances.
[22:09:55] <mechanicjay> seconded
[22:10:02] <notkolie> aye baby.
[22:10:05] <janrinok> aye
[22:10:07] <audioguy> aye
[22:10:32] <requerdanos> aye
[22:10:44] <mechanicjay> aye
[22:10:51] <mechanicjay> we are ajourned
[22:10:53] <mechanicjay> thank you everyone
[22:10:57] <Bytram> aye
[22:11:12] <mechanicjay> I'll be in channel for a bit for further discussion if anyone is interested
[22:12:05] <aristarchus> Thank you to the Governance committee for paying attention to the meeting-discuss channel!
[22:12:28] <notkolie> aristarchus, whats up man
[22:12:32] <Bytram> I apologize for being late. I had some financial matters I needed to attend to.
[22:12:56] <mechanicjay> Bytram: not a problem!
[22:13:02] -!- soylentil68 has quit [Quit: Client closed]
[22:13:56] <Bytram> Understood but I want it known *why* I was absent.
[22:14:16] <Deucalion> Next meeting Next Meeting Friday Sept 1st 20:30 UTC ?
[22:14:27] <mechanicjay> damn, yes!
[22:14:36] Deucalion changed topic of #governance to: SoylentNews Governance Committee - Next Meeting Friday Sept 1st 20:30 UTC | This channel IS logged and publicly displayed here https://logs.sylnt.us
[22:14:52] <mechanicjay> I have failed in my duty as chair to set the next meeting officially
[22:15:03] <mechanicjay> This is what you all voted for!
[22:15:05] <Deucalion> oops :D
[22:15:27] <Deucalion> I think you did a fine job having been chucked in the deep end with no notice - so thank you
[22:15:39] <mechanicjay> :D
[22:15:51] <Bytram> agreed!
[22:16:02] <mechanicjay> Seriously, I spent an hour prepping for last time
[22:16:07] <janrinok> goodnight gang!
[22:16:18] <Deucalion> And good luck requerdanos making minutes of that wandering path :D
[22:16:26] <Deucalion> night janrinok
[22:16:27] <mechanicjay> bonne nuit!
[22:16:33] <Bytram> janrinok: Sweet dreams!
[22:16:51] <janrinok> they wil be - just not enough of them :)
[22:18:17] <Bytram> janrinok: Hope they they are extra sweert!
[22:19:32] <Deucalion> Time for me to hit the hay also, working tomorrow. Thanks all and laters o/
[22:19:43] <audioguy> Some of the formality even of Roget cold be reduced. Like what the US congree does, a LOT: "Unless there is an opjection, The minutes will be taken as read and approved" - glare around the room fo 5 seconds - "Hearing no objection, the minutes are approved"
[22:19:45] -!- aristarchus has quit [Quit: Client closed]
[22:20:07] <mechanicjay> ooh, I like that!
[22:20:20] <audioguy> I mean 'Roberts' :-)
[22:20:54] <mechanicjay> God help us if we get to the point of needing a parliamentarian.
[22:21:21] <audioguy> Yeah they do that for amazing stuff "Without objection, Serbia will be bombed"
[22:21:26] <notkolie> rogers works better in person when you can see people.
[22:21:33] <notkolie> irc its a little slower
[22:21:43] <notkolie> That's why I make it clear when I'm "idle/good"
[22:24:03] <audioguy> SSSSH - don't say parliamentarion out laoud, janrinok willput it in the bylaws.