from the you-are-your-future-overlords dept.
Meeting Announcement: The next meeting of the SoylentNews governance committee will be Friday, August 18th, 2023 at 20:30 UTC (1:30pm PDT, 4:30pm EDT) in #governance on SoylentNews IRC. Logs of the meeting will be available afterwards for review, and minutes will be published when available.
The agenda for the upcoming meeting will be confirmed pending confirmation of who will be attending. The SoylentNews PBC board has been invited to attend and clarify some things about the transition in structure. We also plan to work on the future bylaws of SoylentNews.
Minutes and agenda, and other governance committee information can be found on the SoylentNews Wiki at: https://wiki.staging.soylentnews.org/wiki/Governance
Per usual, the community is encouraged to observe and participate and is hereby invited to the meeting. SoylentNews is People!
(Score: 5, Informative) by cmn32480 on Thursday August 17 2023, @07:26PM (10 children)
My apologies to the community for not getting this out sooner. RL has been a touch busy lately.
Additions to the below are welcome.
The Current Proposed Agenda :
1) Previous Minutes
2) Proposed Agenda
2a) Current board questions (See Below)
3) Committee Member Reports on previously assigned tasks
4) Old / Outstanding business
- Stock issues
- Chair for the meeting
- Board attendance
- Pros/Cons of 501c3 vs PBC vs NFP
- Working draft of bylaws.
- Name for the new entity
- Additional Tasks?
5) New Business
6) Adjourn
Questions for the existing board:
1) What is the price of the turnover ($1 buyout has been mentioned) including all assets, but not limited to the list below:
a) Database
b) Current infrastructure (and all contents) and accounts to manage it
c) Bank Accounts
d) Current domain and registration
e) Any copywrites and digital copies of graphics/logos/etc
f) Existing backup copies that are outside of the infrastructure noted above.
g) Any additional records or technical details that might help in the continued operation of the site.
2) What is the turnover timeline and conditions from the current board and stockholders?
3) What guarantee (beyond the word of the board and shareholders) do we have of turnover once the new entity is up and running?
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?
"It's a dog eat dog world, and I'm wearing Milkbone underwear" - Norm Peterson
(Score: 2, Interesting) by separatrix on Friday August 18 2023, @05:36AM (7 children)
I've been following the governance crisis with interest, and have tried to contribute my share. I have a number of thoughts about today's meeting that I hope will get included in the discussion today, in order of the proposed agenda above:
Item 2: While I don't think this comment is particularly harsh, I'm saving my harshest comment for first. I believe that either, janrinok, Audioguy or both should remove themselves as a voting member of the Governance Committee if they are going to continue challenging the Board about Audioguy's proffer. When they agreed to serve on the GC -- an entity authorized by the Board to develop a new agreement -- that did not give them license to hijack the GC's purpose by continuing to demand that the Board accept their proffer. They already have a tacit response to their proffer; if the Board wanted to accept it, they wouldn't have authorized the GC. JR and AG, who are demanding fealty to agreements made (poorly) nine years ago, also agreed to join the GC and understood its mission, and should act like they're working with the other members to a mutual end, or step off and let the rest do the work. The proffer is outside the GC's scope and is not on the agenda.
Barring that, I would strongly urge janrinok to at least stop complaining about "wasted time" on procedural matters, especially when he and Audioguy were the source of most of the 40-minute delay in addressing substantive issues last week. Again, they are part of the GC, not separate from it, and must focus on working with all the other members.
Item 2a-1: Taking the Board's recent words at face value (which more angry Staff should do), they have no reason to withhold the various assets from a new entity. The sole exception to this seems to be if one or more Board members feel they need compensation for their prior individual considerations, but I understand this would not be a high cost (low four figures US) and kolie or others are willing to shoulder them. It would behoove the Board to release a written statement on this point before the meeting to explicitly acknowledge this question.
Items 2a-2 and 3 have been asked and answered by the Board. Staff's demand for a "guarantee" is inimical to continued negotiation; if Staff moved on, they'd have their answer (i.e., the Board has said they want out immediately upon the conclusion of an agreement).
Item 2a-4: The current board and shareholders should under no circumstance be willing to turn the assets to a single individual no matter how trusted. This leapt out at me as the number-one reason to reject Audioguy's proffer. It's the worst possible precedent to set in an organization full of distrust. Such an action would be repeating if not compounding the mistakes by the organization that led to the crisis. The Board should be turning the assets over to an entity larger than their failed 2-3 members. It should be to a new board with at least five members.
Item 4a: I will continue to insist that stock is wholly unnecessary to the ownership of an NFP, that the organization can be owned in whole by a community led by a democratic board, as U.S. law expects to see such governance in NFP bylaws, and that any structure or discussion of an organization using the terms "stock", "shares" or "stock/shareholders" is counter-productive.
Item 4b: cmn should continue to chair if they're willing. While I think kolie was being quite aboveboard as the initial chair, for the sake of trust, neither a current Board member nor someone from the trio of vocal staff represented by janrinok, Audioguy and Bytram should be chairing.
Item 4c: Staff should expect answers from the Board. Staff should not expect the Board should or will be willing to speak in the GC. If anything, Board was being so yelled at by Staff that they graciously agreed to not have a say in the work of the GC. Staff is not unreasonable, however, to expect explicit answers in writing (not merely offhand comments in IRC that do not reflect a formal Board action). Even if the answers are a brief no, it should be a resolution of the Board, so as to put aside the incentive for the repeated questions that are delaying an agreement. Once Staff receives such a resolution or other formal statement of rejection of proffers, the GC should move on, and its most vocal members should focus on proceeding forward only, to the terms of a new agreement.
Item 4d: A 501(c)(3) is the formal, IRS-recognized version of an NFP. If someone can demonstrate the difference, I'd like to see it. Re a PBC, see my response to 4a above.
Item 4e: I'll address this in a separate message below. Let me just say here that no one authoring draft bylaws, in a situation which is tantamount to a constitutional convention, should expect an answer before at least one full week has passed for people to review the bylaws.
I wish the Governance Committee serenity in attending to its duties today.
(Score: 3, Informative) by janrinok on Friday August 18 2023, @11:37AM (1 child)
I joined the Governance committee by invitation. Feel free to vote me off. I have continued to support the Committee's stated aims. I, along with other staff, have written Bylaws which you have seen and commented on in an email. You and kolie both have access to our work, and I have explained why it has to be done in the way that it is being done. I have provided input to the Committee. Who are the "rest that do the work"? Where are those draft Bylaws being written? When will we be allowed to see them? Who has access to them?
You are having a discussion in your journal. Have you reported your findings to the committee? Has the committee decided which form of Board they want to recommend to the community? When will that be put to a community vote? How will the committee manage that vote? Who will be entitled to vote? (Can you guess who wrote the software to enable voting to take place across the community?) Who will actually be doing that work - almost everyone seems to have multiple tasks already?
How close is the committee to actually realising another entity? Please somebody give me an estimated date because, until they do, this is still many weeks or even months away.
Which is precisely why we are in this mess. Two people bought their way into a Board. They were never elected. Now kolie is offering to do the same? We also offered to do the same several weeks ago but we are being described as being obstructive yet kolie is being helpful. Forgive me if I appear a little cynical.
So you have read the draft Bylaws that we have written. Can I take it that you approve that part of them at least?
I am seeing a committee that is saying a lot of words but not generating any actual work that moves us forward. As usual, some of us have just got on with it and are awaiting the next steps in the process. They cannot be completed until a form of Board has been agreed, but we are doing what can be done.
The new Board must then be elected. Or will someone just step in as a 'Caretaker' for a while? Who will be eligible to stand for election? It seems that there is time for much more talking yet......
I am not interested in who people are or where they live. My interest starts and stops at our servers.
(Score: 2) by separatrix on Friday August 18 2023, @08:18PM
There's not time before the meeting at 4:30 to give this response its due rebuttal. I'll say as much as I can.
The Board invited you to the committee to show good faith that they meant what they said about being willing to step aside. They expected that you would join in good faith to work with the organization as a whole. The first thing you and Audioguy did was demand Kolie's resignation. That he stepped aside was another sign of their good faith.
Since then you've continued questioning the Board's good faith, even while you've complained about how long the process is taking. Audioguy made no bones about demanding that he be made temporary dictator in his proffer; I don't care how well-meaning he is, you can't claim the current Board isn't well-meaning, constantly questioning their motives, and expect equal treatment.
You two and Bytram lead the interest group called "Staff", who claim that they and only those who "do the work" that requires system privileges should be allowed to decide the fate of the whole organization. You make up a third of the committee. Do you now propose to speak for the rest of the committee besides Kolie? If so, why are you and the committee wasting my time, if Staff has the new organization all locked up?
And now you ask if *I* have reported my findings to the committee? I haven't been invited to. I'm commenting through the channels that exist: my journal, comments in other Meta threads.
You complain about the lack of clarity in this ad hoc process the organization is making to resolve this crisis, while you invent other rules about how people should participate in this ad hoc process. These are not good faith arguments. I'm the one who should be asking you to give me an estimated date on when this will be resolved. I am literally an independent new voice here. You know full well I do not have standing to "vote you off". I'm appealing the better angels of your nature to stop pretending like you're acting in good faith.
I'm just going to come out and say this finally, now that I finally feel like I have the vocabulary to do so: I disagree with your belief that Staff alone should run SN. Staff should be subject to removal by a chief executive; the chief executive should be subject to removal by the board; the board should be elected by the participating membership. The participating membership should be everyone who cares enough about SN to have registered a username commented enough to have karma, and used moderation points to a certain degree in the past year. That is, if you really care about the "community" as an equal of the other members of it, and not as a superior because you "do the work."
(Score: 3, Insightful) by janrinok on Friday August 18 2023, @01:05PM
So the group that you want to make outcast now includes Bytram. Three of the original staff here who can remember what happened and can tell you that you are doing EXACTLY what NCommander and Matt Angel did 9 years ago - you want them to be silent? Are you going to be aiming at Deucalion next?
Yep, exactly what they did in 2014. They promised that they would give the domain to the site, as I am sure kolie will promise too if he forks out the money. But now you are saying that they 'might' want their money back. Will we be held to ransom just as Barrabas did to the site all those years ago?.
I find it hard to differentiate between the 2 groups now.
I am not interested in who people are or where they live. My interest starts and stops at our servers.
(Score: 3, Informative) by Fnord666 on Friday August 18 2023, @01:21PM (2 children)
While all 501c3 organizations are NFPs, not all NFPs are 501c3 qualified organizations. See for example this statement [donorbox.org].
SoylentNews could possibly be incorporated as a 501c4 (Social Welfare Organization) [irs.gov] or 501c7 (Social Club) [irs.gov] for example. IANAL and IANACPA so take this suggestion with a healthy dose of sodium chloride. My point is that there are many other types of NFPs than just 501c3.
(Score: 3, Interesting) by requerdanos on Friday August 18 2023, @02:00PM
There are many 501(c) organization types [irs.gov], such as 501(c)12 for a utility cooperative.
(Score: 3, Interesting) by kolie on Saturday August 19 2023, @12:08AM
501c7 doesn't apply. There are face to face requirements, and that membership be limited.
501c4 - It's possibly given the mission statement of the PBC - for journalism promotion etc, that it could be used - this could be a more creative interpretation of the 501c4 intent though.
(Score: 2) by cmn32480 on Friday August 18 2023, @02:37PM
Re 4b: I have an obligation with one of my children today that has come up and will prevent me from being on the meeting except possibly by mobile.
My wife and kids trump any other request for my time.
"It's a dog eat dog world, and I'm wearing Milkbone underwear" - Norm Peterson
(Score: 1) by separatrix on Friday August 18 2023, @06:28AM (1 child)
The GC's biggest task of many is to hammer out a new set of bylaws. This is essentially SN's long-overdue constitutional convention. It should be treated with the gravity such an event deserves, because the new bylaws will govern everything going forward. The previous bylaws weren't fully baked, and look where that got SN.
That's why no one should therefore be coming to the GC meetings expecting the GC to ratify anything on first look. Legislation that changes laws in the cities of most states requires at least two "readings" at least a week apart. The observing public should have time to digest, react to, and lobby their representatives to propose amendments if necessary.
Janrinok and Audioguy have frequently referred to the fact that Staff is working on bylaws. I first question why they're not actively working with the other GC members and not merely amongst the amorphous and opaque "Staff". Whether they've adopted any of the ideas from the template I posted I don't yet know, not having had a chance to read their draft. We may see the draft publicly for the first time today. But unless they actively solicit feedback from every other member of the GC, they're perpetuating their belief that Board and Staff is and should be separate -- that the former should have absolutely no say over the latter. This is bad for everyone.
What Staff has refused to say is how they'll determine who Staff is, and who will get to make those determinations. Unless specific criteria for doing that emerge, the implication can only be that they believe Staff as it is now should be in charge, arbitrary, and self-perpetuating, on their insistence that SN should be run by those who "do the work." But they also frequently invoke the SN "community", and claim they are trying to serve it.
This is why I believe that the solution must be that a group that is a far greater subset of the SN community should be from whom the Board, and the Staff in turn, derive their authority. In an anonymous organization whose users are distributed worldwide, accountability dictates that the unidentified not have authority. But SN's "We the people" can be identified: the class of users who fulfill the site's purpose by moderating and, yes, even commenting on posted articles. There would be no SN without commenters and moderators. Every editor and technical person doing work for the site started out as a reader, a commenter, a moderator. Both the Board and Staff should derive their powers from the consent of the governed. Registering a login should also be the first step to registering to vote for the Board, and the chief of State should be governed by the Board.
Otherwise, arbitrariness rules. A cabal among Staff could refuse to onboard new vols, or give them privileges in time for a close annual election. Unless all the rules for their service are written out, SN is still not protected from rogue actors.
The new bylaws should define "participating members" as the voting class of the organization. The GC should be debating how those members will be determined. I've suggested that they have been active a certain number of hours each year, with a minimum number of hours in a certain consecutive number of months greater than three. Proof of their activity will need to be easily validated. That's done in F2F orgs around the world and I know it can be done by this one too.
PMs should elect the Board, not merely Staff. Both Board and Staff members should be obliged to be PMs. They will come from the ranks of PMs. There must be a greater body to cultivate and recruit new Staff and Board than those two entities themselves. The Board is not an alien being! It should overseeing the executive! The activities of commenting and moderating responsibly (say by judging their karma) must be an explicit part of the new organization.
I hope we'll see that in the first real draft of bylaws since the misbegotten PBC in 2014. And I hope we'll have a minimum amount of time to evaluate them. Those are my expectations necessary for a successful reconstitution of the organization.
(Score: 2) by janrinok on Friday August 18 2023, @12:14PM
Firstly, please read 1320809 [soylentnews.org].
I have also answered this several times: community members become staff simply by volunteering. There is nothing magic about it. It is also in the new Bylaws:
All staff, no matter what role they have, have a minimum specific security level on the site. It is easy to identify staff - they have a 'seclev' of of a value of 100 or greater. It is not that we refuse to say - it is simply that you do not know. That is why we differentiate between different roles. Your speciality is Bylaws. Ours is keeping the site going.
Yeah - another thing that we agree on! We have said that the Board should consist of a governance element (not management), a staff element, and representatives of the community. We are so supportive of this idea that we have included it in the new draft Bylaws which you have read. The community element should be larger than either of the other 2 groups, IMO.
Exactly what we have written. You have read it, haven't you?
These are the bylaws that the committee have written, or that the staff have written?
I am not interested in who people are or where they live. My interest starts and stops at our servers.
(Score: 3, Funny) by kolie on Friday August 18 2023, @06:40PM (1 child)
I likely won’t be available to join the meeting this afternoon, but can share the following thoughts:
The idea is that the PBC is open to selling its assets (domain, data, etc.) to another entity. That entity could be a person or another company. The Board understands that a group of community members has expressed interest in acquiring these assets, and the Board would rather see the assets go to a new entity formed by the community rather than an individual or unrelated third party. The only missing piece is that that committee needs to form an entity to be the acquiring party. At the risk of sounding blunt, if the committee can’t form a new entity to take the assets, it is unlikely to be able to run the PBC if it were to somehow “take over”.
The simplest path would be for the committee to form a new entity and acquire the assets. This could be done very quickly as soon as the new entity is formed.
The acquisition would take the form of an Asset Purchase Agreement with typical representations and warranties of both the Buyer and Seller. I can provide a template once the new entity is formed. This agreement would address the first two of janrinok’s points above. Regarding the third point, my hope would be that the PBC’s shareholders would receive at least the amount that they invested to acquire the site in the first place, but, as with everything, that is open for discussion.
I hope this is helpful. Let us know how the meeting goes.
Best,
Matt
(Score: 5, Insightful) by janrinok on Friday August 18 2023, @07:45PM
So it was never about the 'community' for them - it was a possible way of making money. I think that the Board ceased to function in 2019/2020 timeframe when NCommander resigned to cycle across America, and it stayed that way until NC returned last November. That is why there are no minutes of Board Meetings. NCommander has only carried out the software changes that makes his 'update' something that he can boast about, and to perhaps get him another gig or two. He has never had any intention of restoring the site. He knew what he was doing from the day he returned.
I have warned for several weeks that this could happen. Some of you are fed up with my comments, and I am sorry for that. I could see this coming a mile away but hoped and tried to believe that they would never actually do it. Well, they have.
I am not interested in who people are or where they live. My interest starts and stops at our servers.
(Score: 2) by kazzie on Saturday August 19 2023, @07:45AM
The meeting time happens to be slightly inconvenient for me (such is life), so I'm sticking to reading the chat logs on logs.sylnt.us on the morning after for now.
Thanks to the committee for their work in the meantime: I look forward to seeing the public draft of your bylaws, and hope to contribute more at that point.