#governance | Logs for 2023-10-25

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[18:18:01] <Bytram> Hi! Reminder: SoylentNews Governance Committee - Next Meeting is on Wednesday Oct 25th at 21:00 UTC | This channel IS logged and publicly displayed here https://logs.sylnt.us
[18:20:42] <Bytram> FYI: I may need to leave early... please ping me ~30 minutes before the meeting :^)
[18:26:56] <janrinok> ok
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[18:59:05] <k0lie> Hey governance dudes. Heard back from my legal contact just this AM.
[19:00:04] <k0lie> Basically boiled down to based on the previous call we had - using a non-stock corporation in delaware ( or a few other states, doesn't really matter too much ) addresses all the concerns and avoids the weirdness with the ownership question.
[19:01:06] <k0lie> He ran through and found a set of standard non-stock bylaws. I told him we wanted to modify them a bit and the extent of what that could look like - as long as it has some standard stuff those additions we envision having are fine.
[19:04:42] <k0lie> He mentioned the bylaws arent even required, but they do spell out how to handle certain corporate procedures, and should be limited to those items, and so if you do declare them there is some boilerplate expected.
[19:04:48] <k0lie> Based on that discussion - I think we can put in provisions for the board structure, community voting, and declare but leave the specific staff definitions for a seperate staff document - to be ratified by the board.
[19:05:52] <k0lie> To that end, I believe I now have enough information to take the draft bylaws we saw last week, and incorporate them into a working and viable bylaws draft for next week.
[19:07:03] <k0lie> I'm going to put in the hooks to handle the staff document in the bylaws - but as far as fleshing them out and voting on them and stuff - it needs to be done but doesn't need to hold back this process.
[19:10:16] <k0lie> I'm going to have to include some thresholds for voting and other parameters in the bylaws regarding time and notification. I'm just going to wing that and when we review we can refine and structure that as needed. Stuff like how the community comes to a vote, how much time, what is required to even call a vote, what percent is needed to carry a vote. I'll put in something and we can go from there.
[19:19:22] <janrinok> OK, did you see my response to your comments last week?
[19:34:28] <k0lie> Yea I did.
[19:36:33] * janrinok is online from his bed!
[19:38:49] <k0lie> I see your point, and I think the issues you have are either compatible or addressed with the line of action. The only real area we fall apart on is that having 4 community votes on the board is enough of a regulation without putting the option of a community vote above the board.
[19:39:15] <k0lie> I wasn't proposing that everything go to the community, so the first part of your response was regarding that.
[19:40:42] <k0lie> To address the stand still issues, that criteria needs to be considered but, for example, it could require a certain number of votes to pass a threshold, or another and possibly coexistent criteria could be X # of votes, or endorsement by 1 or more staff or board members to refer to the community.
[19:40:52] <k0lie> And I was intending on drafting it as such.
[19:41:45] <janrinok> I have no strong feelings on specific numbers.
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[19:42:05] <k0lie> I'll put in the controls and did envision their necessity so lets see how it comes together.
[19:42:14] <k0lie> But I did see exactly those situations you called out.
[19:42:19] <janrinok> sounds reasonable
[19:42:42] <k0lie> And re: amount of work in having a community vote
[19:42:55] <janrinok> I think we are all guessimating to a degree anyway
[19:43:03] <k0lie> I was hoping to have more insight into the voting mechanisms we said may be existing.
[19:43:28] <k0lie> I know that's an issue and, in specifically the case of elections of empty seats / reelections, it's going to require technical support.
[19:44:25] <k0lie> audioguy has that knowledge right now correct? and I believe he is otherwise unavailable due to health concerns atm.
[19:45:30] <k0lie> Yes/no votes are likely fully addressed in the current setup.
[19:47:31] <janrinok> If I understand what you mean - I will give you a quick answer. Decision to hold a vote - decide the account uid cut-off (this is not straight forward) - publish the Meta, giving the voting window start and end dates. (some people only log on at weekends etc) - AG and others prepare the vote template - the vote is held - check for voting irregularities - pass the results to (the board?) - prepare a Meta with the results and decision.
[19:48:10] <k0lie> Sure. And I expect those to not the norm for decision making.
[19:49:31] <k0lie> The policies for voting irregularities and uid cut off - those are probably important to spell out in the bylaws
[19:49:44] <k0lie> How would we articulate the current policies for those?
[19:55:19] <janrinok> You cannot just pick out a uid and say nothing after that uid will count. There are existing sock puppets which also have to be checked that they haven't been hiding. There are also accounts that don't have a vote - usually bots etc. Currently we have done this (not recently) without having a specified policy. We usually have already had a community discussion which has not resolved the issue so we have to go for a vote. The rest has been managed 'on
[19:55:19] <janrinok> the fly' so to speak. The vote counting is automatic of course but there is a lot of work surrounding the voting procedure.
[19:56:41] <janrinok> However, it is a long time since we needed to do a formal vote - community discussions are a far more common way of resolving issues and coming to a consensus.
[19:57:29] <k0lie> yea I mean 99% of the site is going to be the normal path.
[19:57:49] <k0lie> Which is, staff are doing the right things, board doesnt need to do shit other than hold its scheduled meetings and pay bills, and life goes on.
[19:58:03] <janrinok> historically yes - but that was functioning without a board at all for 4 years or more
[19:59:38] <janrinok> The other potential problem with having fixed board meetings - or any meetings for that matter - is that people think that they have to justify the meeting by making changes or unneeded decisions. They van
[20:00:16] <janrinok> can fall into the trap of changing things unnecessarily to justify their existence or post.
[20:01:28] <janrinok> Hold meetings when meetings need to be held, and accept that a meeting that simply studies results and accepts that nothing needs to be done is perfectly all right.
[20:01:40] <k0lie> My best board meetings are the quickest, we did what we said, stuff is on target, nothing to report. Or even better, we had an issue, this is what is going on to rectify it, we expect business as usual regardless.
[20:02:58] <janrinok> agreed!
[20:03:25] <k0lie> The board itself is the best regulator for its members trying to spin wheels.
[20:03:35] <k0lie> If that becomes an issue.
[20:03:55] <janrinok> it is easy for everyone to get caught up in the same belief though...
[20:04:20] <k0lie> Getting all board members on the same page? lol.
[20:57:24] <janrinok> ping 2 minutes
[20:59:12] <Bytram> I am here.. getting food!
[20:59:25] * janrinok is here too
[21:00:14] * Deucalion hangs upside down from the ceiling
[21:00:29] <janrinok> do not crap!
[21:00:32] * requerdanos is here
[21:00:51] * k0lie i shere.
[21:01:30] <janrinok> Fnord666, has sent his apologies....
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[21:02:32] <Bytram> here
[21:02:55] <janrinok> missing a Chairperson again?
[21:03:28] <Deucalion> missing quorum so far I think
[21:03:30] <k0lie> do we have enough quorom anyways?
[21:03:43] -!- mode/#governance [+o requerdanos] by Deucalion
[21:03:45] <requerdanos> we are five of nine, a quorum, and lack only a chair
[21:04:52] <Bytram> I prefer 7 of 9 <grin>
[21:04:55] <k0lie> In lieu of a chair and, perhaps unknown to be, missing any items outside of just an agenda template, I motion to wave roberts for this meeting?
[21:04:58] <janrinok> requerdanos, have you heard from cmn32480 or mechanicjay ?
[21:05:06] <requerdanos> I have not.
[21:05:17] <Deucalion> W
[21:05:27] <Deucalion> "wave roberts" ?
[21:05:36] <janrinok> ignore the rules...
[21:05:40] <Deucalion> waive
[21:05:45] <k0lie> Lets have a regular chit chat session.
[21:05:54] <k0lie> Unless a chair materializes or there is serious agenda items.
[21:05:58] <k0lie> Its a formality right now.
[21:05:58] <Bytram> wave
[21:06:10] <requerdanos> note that you don't get coherent minutes from a chit chat session.
[21:06:28] <k0lie> Well, keep it on discussion.
[21:06:33] <janrinok> we will forgive you
[21:06:35] <k0lie> Its not a free for all :)
[21:06:46] <k0lie> we are unanimous then?
[21:06:59] <janrinok> go for it
[21:07:29] <k0lie> We have quorom, any objections to the previous minutes?
[21:07:45] <k0lie> Im fine with them if everyone else here is comfortable.
[21:07:49] <janrinok> nope, and I thank requerdanos for doing them so promptly
[21:08:00] <Deucalion> probably not, haven't had time to read them (sorry)
[21:08:25] <k0lie> Out so outstanding business or new business? I have spoken with my legal friends and have an update, which I outlined in this channel prior to the meeting.
[21:08:51] <k0lie> Any other items to discuss?
[21:09:06] <Deucalion> Do all committee members have bouncers in here with which to read the scroll back?
[21:09:20] <requerdanos> what are our steps to perform re: legal advice?
[21:09:49] <k0lie> I'm willing to discuss it and take questions.
[21:09:58] <k0lie> Just checking for other topics before I plow on.
[21:10:17] <janrinok> nothing from me
[21:10:43] <k0lie> Alright so how we left it last time was, we got a lot of direction, and none on the big question, but had some ideas around that.
[21:10:52] <k0lie> I circled back with him, we spoke at length this morning so its fresh in my mind.;
[21:11:02] <Bytram> PRIOR MINUTES:
[21:11:12] <k0lie> I'll wait for bytram.
[21:11:13] <Bytram> <mechanicjay> Proposed minutes for today:
[21:11:13] <Bytram> <mechanicjay>   1) Minutes
[21:11:13] <Bytram> <mechanicjay>   2) Agenda
[21:11:13] <Bytram> <mechanicjay>   3) Reports
[21:11:13] <Bytram> <mechanicjay>         3a) Draft Bylaws
[21:11:14] <Bytram> <mechanicjay>         3b) Lawyer Questions
[21:11:16] <Bytram> <mechanicjay>   4) Old business
[21:11:18] <Bytram> <mechanicjay>   5) New Business
[21:11:20] <Bytram> <mechanicjay>   6) Adjourn
[21:11:22] <Bytram> END
[21:11:23] <k0lie> lmk when you are good bytram.
[21:11:39] <requerdanos> ah, the agenda called minutes but which was really an agenda :)
[21:11:52] <Bytram> good
[21:12:15] <k0lie> Ok so noting bylaws discussion as well, which tails into this.
[21:12:30] <k0lie> Anyways - re: ownership going to the community, that was the big wtf.
[21:12:47] <k0lie> If we give up ownership, non-stock corporation fits, and he is confident that is the correct choice given all our input.
[21:13:06] <k0lie> We can specifically outline the "ruling parties" in that structure.
[21:13:17] <k0lie> And it doesn't come up with big legal wtfs.
[21:13:45] <k0lie> So to answer - what type of corporation should we use - its specific to a "non-stock corporation" - of which each state has statues for .
[21:14:13] <k0lie> He also provided me with a legal template for a non stock corp bylaw, which contains all the legal requirements for such.
[21:14:24] <k0lie> Its boilerplate, normal board structure.
[21:14:25] <Bytram> k0lie++ thanks for your work!
[21:14:34] <k0lie> I inquired to him about hte changes we are anticipating to them
[21:14:44] <k0lie> It seems like, as long as we have the boilerplate in there, the extra stuff is OK too.
[21:15:10] <k0lie> To that end, I believe I can take the document he provided, and add content relevant from the bylaws 4 draft + my recommendations.
[21:15:22] <k0lie> And have that for general comments next meeting.
[21:15:26] <k0lie> Questions?
[21:15:54] <janrinok> will you be able to publish that before the meeting so that we can actually discuss it at the mtg?
[21:16:09] <k0lie> Note* more or less arbirtrarily, but has good reasons, but other states are fine to, delaware is more or less what I'd be going with.
[21:16:34] <k0lie> I will try to do so, the best I can guarentee that I'll have it ready by then, but I'll try to expedite that.
[21:16:51] <k0lie> I was trying to do it for today, but with him getting back to me late in the week cycle, it didnt work out.
[21:17:09] <k0lie> I'd handle this on the weekend normally, I got kids and parties and stuff, so ill do my best.
[21:17:22] <janrinok> well presenting it at the meeting means it cannot be discussed but if that is all the time that you have..... we will have to live with it
[21:17:53] <k0lie> I've said this before, we can talk in this channel of official business in between meetings.
[21:18:00] <Bytram> deleware++
[21:18:04] <k0lie> But yea the meeting as a touch point ill set as my hard stop, and ill try to have it before.
[21:18:35] <janrinok> thanks. I found lots of loopholes in previous boilerplate which I was not happy with
[21:18:43] <k0lie> Also we are already in delaware with the PBC, plus it has a lot of good reasons, I dont need to rock the boat, but delaware seemed fine to me. Arizona and nevada have decent tax laws and cheap corps as well.
[21:19:01] <k0lie> Ok well we can plug all those as needed, we just need to narrow it down for the purpose.
[21:19:10] <k0lie> I'll defer to the draft 4 when appropriate.
[21:19:30] <janrinok> sounds good to me
[21:20:17] <k0lie> Did we have an initial board makeup to shove in?
[21:20:33] <k0lie> secretary, treasurer, positions for filing purposes
[21:21:44] <janrinok> it is in the draft - secretary, treasurer, chair, 4 community reps
[21:21:58] <k0lie> actual people in those
[21:22:02] <janrinok> all elected by the community
[21:22:15] <k0lie> for filing, we need to put in a temporary one
[21:22:19] <requerdanos> I don't think we have a slate of names to populate those seats, no
[21:22:32] <k0lie> And then say " to be reelected immediately upon filing in 30 days by the community "
[21:22:44] <k0lie> It makes things a lot easier to have a temp existing board
[21:22:47] <k0lie> and then do a full reelection
[21:23:19] <Deucalion> As long as the reelection is set in stone
[21:23:24] <k0lie> I mean shit I can put myself, and then say pending full reelection, i dont care.
[21:23:32] <k0lie> But yea whatever we ant.
[21:23:46] <janrinok> this is going exactly the way I said it would back in July.... I am feeling uncomfortable
[21:23:55] <k0lie> Ok so the bylaws are set
[21:23:58] <k0lie> and someone has to be on the board
[21:24:01] <k0lie> so hold an eelction now I guess
[21:24:04] <k0lie> and let me know who those are.
[21:24:12] <k0lie> theres no data transferred in yet
[21:24:25] <k0lie> so the ip transfer
[21:24:28] <k0lie> can be pending the full board
[21:25:08] <janrinok> I would like to see the transfer of everything as quickly as possible.
[21:25:41] <k0lie> Ok well whatever - I dont need the names today, just something that we may need to write down soon or whatever, but the bylaws will call for a full election regardless.
[21:25:45] <janrinok> At the moment we cannot make decisions regarding the future of the site, and it will remain that way until we have control
[21:25:45] <requerdanos> for continuity, one or more members of this committee should, if possible, be on that initial temporary board if such a thing comes to be.
[21:26:54] <Deucalion> agree req
[21:28:44] <k0lie> Ok so ill put in a provision that everything is powerless, no bylaws can be amended, and that a full vote for board must progress to make anything happen.
[21:29:38] <janrinok> can we still purchase the existing site before a full election? A company will exist at that point
[21:30:19] <k0lie> Yes.
[21:30:26] <Deucalion> we'd have no treasurer to transfer funds on the company's behalf in that scenario
[21:30:43] <k0lie> There would be a board.
[21:30:45] <k0lie> It could act.
[21:30:53] <requerdanos> we are going to need a treasurer regardless.
[21:31:12] <janrinok> I'm not sure that transferring $1 requires much paper work
[21:31:14] <k0lie> Yea these aren't issues, we can make it happen and without tom foolery.
[21:31:47] <k0lie> So ill talk to the PBC board on the back end.
[21:31:50] <k0lie> Get everything in line.
[21:32:12] <k0lie> And ill get the draft bylaws perpared
[21:32:14] <k0lie> Anything else?
[21:32:25] <janrinok> no, thanks for your work
[21:32:40] <k0lie> I'm good if everyone else is good.
[21:32:42] <Deucalion> same time next week?
[21:32:45] <requerdanos> next meeting?
[21:32:53] <Deucalion> watch out for the dst changes
[21:33:44] <Deucalion> Propose: Wednesday Nov 1st at 21:00 UTC ?
[21:34:16] <janrinok> works for me
[21:34:21] <Deucalion> same
[21:34:53] <k0lie> will that be the same time for me next week lol
[21:35:32] <requerdanos> I think so. Unless DST ends.
[21:35:33] <janrinok> probably not - but I cannot say what time it will be for you. For me it is better!
[21:35:43] <Deucalion> dunno.... depends on your dst.
[21:35:54] <Deucalion> Better for me also
[21:36:19] <Deucalion> I think you can calculate out from UTC k0lie :P
[21:36:55] <Bytram> what is that in ET?
[21:37:22] <requerdanos> still 5pm EST.
[21:37:41] <requerdanos> daylight time doesn't end here until Nov 5th, after that it will be different
[21:37:53] <Bytram> requerdanos: thank you!
[21:38:09] <k0lie> we are either -7 or -8 depending on the time of year
[21:38:14] <janrinok> for myself and Deucalion it changes on Saturday - i don't know what happens on your side of the pond
[21:38:15] <Deucalion> remember remember
[21:38:20] <Bytram> ahh, right!
[21:38:37] <Deucalion> 2am Sunday here to be precise
[21:39:09] <requerdanos> let's say the magic word "Adjourned" and I'll put it in the log.
[21:39:11] <janrinok> I don't get up to watch the clock!
[21:39:26] <Bytram> is now 17:39, here
[21:39:30] <k0lie> yea still 2pm
[21:39:36] <k0lie> 9pm UTC on the 1st?
[21:39:48] <janrinok> I suggest that we adjourn to release our secretary!
[21:39:54] * k0lie adhourns
[21:40:13] Deucalion changed topic of #governance to: SoylentNews Governance Committee - Next Meeting is on Wednesday Sept 1st at 21:00 UTC | This channel IS logged and publicly displayed here https://logs.sylnt.us
[21:40:20] <Bytram> second
[21:40:24] <Deucalion> third
[21:40:34] <janrinok> Make that November!
[21:40:42] <Deucalion> lol
[21:40:54] Deucalion changed topic of #governance to: SoylentNews Governance Committee - Next Meeting is on Wednesday Nov 1st at 21:00 UTC | This channel IS logged and publicly displayed here https://logs.sylnt.us
[21:40:57] <janrinok> or are we having 10 months off?
[21:41:04] <k0lie> yea, new EU rules
[21:41:11] <k0lie> winter break is extended now.
[21:41:27] <k0lie> the torries get to pay for everyones leisure
[21:41:28] <Deucalion> sounds good as long as I still get paid
[21:41:53] <Deucalion> no chance of that k0lie.Their own perhaps
[21:44:20] * Deucalion falls from the ceiling and flutters out the open window. Night all
[21:44:41] <janrinok> Thanks everyone - I am going to sleep now. Night Deucalion !
[21:44:45] <requerdanos> good night
[21:45:28] <Bytram> good night!
[21:46:31] <janrinok> good night all!
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