#governance | Logs for 2023-11-01

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[19:15:50] <mechanicjay> I'm here, I've remembered that we moved the meeting to Wednesday!
[19:19:22] <janrinok> I'm here too
[19:20:13] <janrinok> Bytram, Governance meeting in 1hr 40 mins!
[20:07:43] <cmn32480> I'm here as well... time zones confuse me
[20:30:13] <janrinok> Bytram, Ping 30 minutes
[20:53:20] <janrinok> Bytram has still not connected - I wonder if he has forgotten....
[20:54:50] <janrinok> The clocks changed here last weekend - this is now a better start time for me. I am still in bed but won't be losing as much sleep (providing the meeting doesn't last forever....)
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[20:58:38] <Deucalion> Present. Just plating dinner, 5 mins
[20:59:02] <janrinok> I hope you made enough for two...?
[20:59:26] <Deucalion> More than enough :D I intend to scoff it all myself though, famished. brb
[21:00:11] <cmn32480> Roll call
[21:00:16] <k0lie> my boizzz
[21:00:19] * janrinok is here
[21:00:26] * requerdanos present
[21:00:40] <janrinok> Deucalion, is getting his dinner back in a minute
[21:01:16] <cmn32480> mechanicjay, ?
[21:01:51] <janrinok> he was here over an hour ago - seems to have wandered off again
[21:02:17] <janrinok> mechanicjay, Ping
[21:03:36] <mechanicjay> YO!
[21:03:41] * mechanicjay here
[21:04:00] <cmn32480> OK. that makes 5ish
[21:04:10] <cmn32480> Let's get this done so JR can go to bed
[21:04:22] <janrinok> I'm already in bed - take your time!
[21:04:23] <Deucalion> here
[21:04:50] <cmn32480> I have a scout meeting at 7... so... yeah, no dilly dallying
[21:04:55] <cmn32480> Call to order.
[21:05:07] * Fnord666 is here
[21:05:09] <cmn32480> We seem to have 5 here for a quorum
[21:05:16] <Deucalion> ack
[21:05:50] <cmn32480> Motion to accept the minutes from last meeting?
[21:05:57] <Fnord666> seconded
[21:05:59] <k0lie> Aye.
[21:06:05] <janrinok> With the corrected spelling - Aye
[21:06:08] <mechanicjay> aye
[21:06:10] <Deucalion> aye
[21:06:29] <cmn32480> carries
[21:06:35] <cmn32480> Excellent.
[21:06:46] <cmn32480> Standard fair for the agenda
[21:06:49] <cmn32480> Minutes
[21:06:55] <cmn32480> Reports
[21:07:00] <cmn32480> Old business
[21:07:02] <cmn32480> new business
[21:07:06] <cmn32480> dismissal to RL
[21:07:15] <cmn32480> Any objections?
[21:07:15] <Deucalion> 2nd
[21:07:30] <k0lie> All good here. Ill fit in where appropriate RE: bylaws.
[21:07:31] <cmn32480> Moving right along.
[21:07:38] <cmn32480> Reports:
[21:07:41] <cmn32480> Who is up first?
[21:07:52] <cmn32480> kolie?
[21:08:10] <k0lie> Yea so, I mean draft 5 of the bylaws was put up on my journal.
[21:08:15] <k0lie> Not sure who's had a chance to review.
[21:08:20] <janrinok> I have
[21:08:22] <k0lie> Janrinok did submit some notes.
[21:08:42] <k0lie> The majority of them I feel are consistent with our previous talk and are good to go.
[21:08:59] <k0lie> There are some points I feel require further discussion.
[21:09:22] <k0lie> Right now I'll defer to any questions re the bylaws as posted.
[21:09:24] <cmn32480> OK. Specifically?
[21:10:13] <k0lie> Janrinoks notes on 3.06 or 3.08
[21:10:14] <janrinok> I have no more questions - just the suggestions that I have offered. I think we are nearly there.
[21:10:34] <k0lie> 3.06 was the proxy voting concerns.
[21:11:07] <k0lie> 3.08 was board of directors acting without a meeting.
[21:11:19] <k0lie> And I have a clarification on the text of 3.08
[21:11:26] <janrinok> They are both open to abuse IMO
[21:11:34] <Deucalion> not had a chance to review the latest. Will endeavour to do so by next meeting.
[21:11:38] <k0lie> So 3.08 speifically
[21:11:58] <Fnord666> https://soylentnews.org for those who want to play along
[21:12:00] <k0lie> It was meant to get a majority of board memebrs for approval. If anyone wasn't available for a vote, that was what the text was originally referring to as board members without a vote.
[21:12:03] <k0lie> NOT the non voting members.
[21:12:19] <k0lie> So I can clarify that portion of the text, and require all board members to be notified
[21:12:32] <k0lie> But its more of a operational/practical matter, that the board can do things without a formal meeting.
[21:12:40] <k0lie> And that's how boards almost universally function.
[21:12:50] <k0lie> I understand the board has pwoer and can use it, that is the point.
[21:13:06] <janrinok> It is boilerplate - we do have do adopt it
[21:13:08] <k0lie> Furthermore, I believe the abuse concerns are mitigated by having a larger 7 member board, four of which represent the community directly.
[21:13:23] <janrinok> we do NOT have to adopt it
[21:13:25] <k0lie> Certainly, there is less abuse potential than the old standard.
[21:13:46] <k0lie> I believe it would make serving as a board member and servicing the corporation impractical.
[21:13:47] <janrinok> Get rid of it and there is no potential
[21:14:20] <janrinok> without a meeting means that the community cannot view it
[21:14:31] <k0lie> They can view it, and the actions would be recorded and published.
[21:14:43] <k0lie> If the board does something that people don't like, there is recourse, and they were elected.
[21:14:48] <janrinok> Too late if you have just shut the site down
[21:15:13] <janrinok> That is exactly what NC was doing until you stepped in.
[21:15:18] <requerdanos> without that section, may the board not cheerfully act without meeting anyway as they see the need and expediency for day to day things, just not in a codified way?
[21:15:22] <k0lie> Isn't that the point of having the community with a majority of voting seats AND the ability for the community to overrule that?
[21:15:22] <Deucalion> As if anyone would threaten that!
[21:15:36] <k0lie> requerdanos- perhaps, if it was given to them by the bylaws.
[21:15:42] <cmn32480> I'd tend to agree. There should be no actions without a meeting.
[21:15:44] <k0lie> The delegated authoity of previous rulings.
[21:16:29] <k0lie> If the concern is the publicity, then incorporate that directly in.
[21:16:29] <Deucalion> agree with cmn32480 in agreement. No casual BS being rammed thru
[21:16:30] <Fnord666> I dislike this part also. "In the event action is taken by written consent, the Members not voting thereon or not solicited to vote thereon shall be given prompt notice of actions taken by written consent without a meeting." It implies that action can be taken without notifying all board members?
[21:16:36] <cmn32480> The section might actually read somethign like "The board may not take any actions without a meeting that has a quorum of members.
[21:16:38] <janrinok> I am trying to prevent future Chairmen from doing the same thing again in years to come.
[21:16:46] <k0lie> Fnord666, it would be all board members.
[21:16:59] <k0lie> The voting members, knew of it, the non voting members ( and this is the part I was clarifying )
[21:17:06] <k0lie> WOuld be infomred of it.
[21:17:09] <k0lie> If there was quorom
[21:17:32] <Fnord666> Who are "not solicited to vote thereon" then?
[21:17:35] <janrinok> But if the voting members cannot all attend - then the person holding the proxies has a lot of voting power
[21:18:12] <k0lie> Ok so limit proxies to one person?
[21:18:17] <k0lie> One person can hold one proxy.
[21:18:26] <k0lie> Problem solved. proxies allowed, one person can't vote everything.
[21:18:39] <janrinok> I read this in conjunction with the Chairman's ability to fill empty posts with people he chooses. We simply do not need ti.
[21:18:49] <k0lie> Yea, the chairman post was a revert
[21:18:54] <k0lie> That's supposed to be a community filled seat.
[21:19:11] <janrinok> Even so, they cannot just fill seats
[21:19:16] <k0lie> They wouldnt fill seats.
[21:19:18] <k0lie> The community would.
[21:19:43] <k0lie> That's the intent and was missed in the update.
[21:19:50] <janrinok> You are thinking what we would do - I am thinking what somebody like NC might try to do.
[21:20:15] <k0lie> No. I will change the languae to say the community will fill the seat via election.
[21:20:27] <janrinok> Make the bylaws watertight - they are the only legal recourse we have. Policy cannot be used in a court of law
[21:20:28] <k0lie> Any open seat should be that way.
[21:20:52] <k0lie> It's not for the chairmen to fill.
[21:21:10] <janrinok> It is not for the Board to fill either - only the community
[21:21:19] <k0lie> That's what i've been saying.
[21:21:44] <janrinok> say that in a simple sentence and I can accept that. But not decisions without public meetings please
[21:22:55] <k0lie> Making the decisions public or not doesn't change the effect they can have - and they can be made public and not without a meeting - if that is the intent.
[21:23:30] <k0lie> I don't see how making them public mitigates that, but, sure we can change the language.
[21:23:47] <janrinok> Nobody - unless served with a warrant - should be able to take any significant action without the community having the opportunity to have heard the logic and reasoning behind it
[21:23:52] <k0lie> I'll revise and have it out in a little bit.
[21:24:22] <janrinok> Thanks - They are not big changes and this is only a draft so far
[21:24:24] <k0lie> The other changes, feel fee to read and comment, they all seemed in line with what we are all doing.
[21:24:43] <k0lie> I will stand down for now and I have no further business to report on.
[21:24:53] <cmn32480> OK. Any additional discussion on the bylaws?
[21:25:06] <janrinok> Nope I have given my suggestions in the comment
[21:25:25] <cmn32480> OK. Any other reports?
[21:26:04] <cmn32480> OK.
[21:26:08] <janrinok> No from me. Unless there is any legal advice tht is new?
[21:26:30] <k0lie> No. Also I haven't heard from matt re subs.
[21:26:35] <k0lie> But thats not governance business directly.
[21:26:36] <cmn32480> OK. No additional reports.
[21:26:54] <janrinok> thanks for the update on subs
[21:27:00] <Deucalion> motion to move on to next agenda item
[21:27:05] <k0lie> second
[21:27:12] <cmn32480> Old Business?
[21:27:23] <Deucalion> should be
[21:27:39] <cmn32480> *Is there any* old business
[21:27:48] <janrinok> no from me
[21:27:56] <Deucalion> not me
[21:28:14] <cmn32480> OK. Any New business?
[21:28:33] <mechanicjay> not me
[21:28:39] <Deucalion> not me
[21:28:45] <janrinok> Nope
[21:28:51] <Fnord666> nope
[21:29:02] <requerdanos> aiui action item, kolie will further revise the bylaws and come out with ,what, draft 6?
[21:29:03] <cmn32480> Anything else for the good of the cause?
[21:29:25] <janrinok> or an amendment to draft 5
[21:29:26] <cmn32480> Going once...
[21:29:30] <k0lie> yea, I think six, and ill incorporate any changes
[21:29:34] <k0lie> And comments I see .
[21:29:36] <requerdanos> ok thanks
[21:29:45] <Deucalion> Date of next meeting, Wednesday Nov 8th at 21:00 UTC>
[21:29:48] <Deucalion> ?
[21:29:55] <k0lie> Good 4 me.
[21:29:59] <janrinok> sounds good
[21:29:59] <mechanicjay> yarp
[21:30:06] <cmn32480> Agreed
[21:30:06] <Fnord666> yep
[21:30:06] <Deucalion> good with me
[21:30:13] <cmn32480> Going Twice....
[21:30:31] <cmn32480> <gavels>
[21:30:33] Deucalion changed topic of #governance to: SoylentNews Governance Committee - Next Meeting is on Wednesday Nov 8th at 21:00 UTC | This channel IS logged and publicly displayed here https://logs.sylnt.us
[21:30:34] <k0lie> It would seem I solved my computer issue as well. New processor is behaving.
[21:30:36] <cmn32480> Meeting adjourned
[21:30:54] <k0lie> Imagine that a bad processor, basically a process of elimination because who thinks their proc is marginal?
[21:30:56] <janrinok> any idea what the problem was?
[21:31:02] <requerdanos> thanks very much all.
[21:31:06] <janrinok> ninja'd
[21:31:07] <k0lie> ive had DOA processors
[21:31:07] <Deucalion> Thank you cmn32480 for chairing
[21:31:14] <k0lie> never a 99.99% working one.
[21:31:35] <Deucalion> Thank you requerdanos for minuting if you did :/ :)
[21:31:40] <janrinok> thanks everybody, I'll just look at meeting-discuss in case there are questions
[21:31:43] <requerdanos> heh i got a page of notes so far
[21:31:48] <Deucalion> TY
[21:31:55] <Fnord666> To be fair Intel processors have been 99.9% working as built in the past. (See the floating point issue)
[21:32:37] <k0lie> lol
[21:32:46] <k0lie> Working as coded.
[21:33:50] <Deucalion> My laptop is much happier since its SSD implant - unrecognisably fast
[21:33:53] <janrinok> Ok - no questions on the other channel. We are in the start of a massive storm tonight and for the next 12 hours. I'll say goodnight and speak to you all later
[21:34:09] <k0lie> be save jan
[21:34:13] <k0lie> batten down the hatches.
[21:34:25] <Deucalion> It's coming my way for tomorrow I believe.... work will be fun :/
[21:34:43] <janrinok> All the shutters are closed. I can here things being blown about outdoors already
[21:34:48] <janrinok> hear!
[21:35:32] <janrinok> cheers guys!
[21:35:34] <Deucalion> Sounds like a good time for a kip
[21:35:37] <Deucalion> night jan
[21:35:42] <janrinok> night all
[21:36:43] * Deucalion is also off to the land of nod. cya
[21:40:40] <Fnord666> Good night to all on the east side of the pond
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