SoylentNews

All -- Below is a proposal to amend the Bylaws that I've thrown together for today's meeting. As I said in my reply to AudioGuy's latest journal, the Bylaws are ill-suited for the needs of the PBC, but can be patched.

If the Board accepts these changes, they will be converting the idea of "stock" in the PBC to an indication of the voting rights of a "member" of the PBC. That means you...anyone who feels that they've contributed some minimum amount of work to keep the site going over the past 12 months. Each person who has done that work gets exactly one share of stock. Which suddenly makes them a stockholder. Which means they can vote on the Board of Directors.

Other changes in the Amendment include setting five as the minimum number of the Board Directors (Section 3), requiring board vacancies between annual meetings to be filled by the Membership in a special election (Sec. 4), creating 3-year terms for Directors and staggering them (Sec. 5), and striking the vast majority of the rules about handling shares of stock (Secs. 6-10).

If approved, the very next steps at today's meeting should be to

• open nominations for a new interim Board of Directors. (The interim Board's tenure will last long enough to finish fixing the Bylaws...or adopt an entirely new set).
• schedule a follow-up special meeting in 30 days' time to
  • adopt Bylaw changes
  • determine the new number of Directors, and
  • elect new Directors.

CAUTION. This may be too complicated for everyone to absorb at today's meeting. Like I said, I threw this together tonight, and time is not anyone's friend here. If this is so, the Board should call another meeting in 1-2 weeks' time to make a determination.

Best regards all == separatrix

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AMENDMENT TO THE BYLAWS OF THE SOYLENT NEWS PUBLIC BENEFIT CORPORATION

WHEREAS the SoylentNews PBC ("Corporation") is in crisis, and its continued existence is in question; and

WHEREAS a great deal of rancor has been expressed at the Board of Directors regarding management of the Corporation by regular users of the site and volunteer "staff" who have been responsible for the site's operations since its founding in 2014 (hereinafter "the Membership"); and

WHEREAS the current Board of Directors has expressed its desire to transfer ownership of the Corporation to the Membership; and

WHEREAS the existing Bylaws appear to have been designed to serve a for-profit corporation in its concern for the maintenance of stock, are inadequate for the not-for-profit goals of the Corporation, and 501(c)(3) corporations among others under U.S. tax code are allowed to exist without issuing shares; and

WHEREAS the task of writing new Bylaws will take more time than is available before the special meeting of the stockholders, Board of Directors and Membership scheduled for July 31; and

WHEREAS a temporary management agreement is urgently required to settle the differences between the Board and the Membership and to continue the existence of the Corporation; and

WHEREAS this proposal converts the Corporation's stock, which does not really need to exist, into an indication of participation by the Membership, and democratizes the Corporation;

NOW, THEREFORE, BE IT RESOLVED by the Board of the Corporation that its Bylaws be amended as follows (new text in bold; stricken text in [---italics and brackets---]:

SECTION 1. A new Article II "Stockholders" §1 "Definition" be added before the current §1:

Art. II. Stockholders. §1. Definition. A stockholder is defined as any person who has volunteered not less than ___ hours of time performing operations on behalf of the Corporation in the 12 months prior to the Corporation's annual meeting. The Corporation's common stock has no par value. Such person shall earn one (1) share of common stock, shall possess that share and shall be considered a stockholder, eligible to vote on matters before the Corporation, for at least twelve (12) months or until the next regular meeting of stockholders, whichever comes last. A separate document of specific operations that determine eligibility for a share of stock ("Eligibility Criteria") shall be drawn up by the Board of Directors or their designee and approved by current stockholders as the first item of business at the next annual meeting.

SECTION 2. The previous Article II "Stockholders" §1 "Annual Meeting" be renumbered to §1.5, and be amended as follows:

§1.5. Annual Meeting. The annual meeting of stockholders shall be held each year at the place, date and time determined by the Board of Directors or the President. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Certificate of Incorporation (as may be amended or restated from time to time, the “Certificate of Incorporation”) or by these Bylaws, may be specified by the Board of Directors or the President, although approval of the Eligibility Criteria document shall be the first order of business after establishing quorum, and the last order of business for the previous year's stockholders. If no annual meeting has been held in any fiscal year, a special meeting in lieu thereof may be held or there may be action by written consent of the stockholders on matters to be voted on at the annual meeting, and such special meeting or written consent shall have for the purposes of these Bylaws or otherwise all the force and effect of an annual meeting.

SECTION 3. Article III "Directors" §2 "Election and Qualification" be amended as follows:

Art. III. §2. Election and Qualification. Unless otherwise provided in the Certificate of Incorporation or in these Bylaws the number of Directors which shall constitute the whole Board of Directors shall be determined by vote of the stockholders at the annual meeting, but shall be a minimum of five. Directors need not be stockholders.

SECTION 4. Article III "Directors" §3 "Vacancies" be amended as follows:

§3. Vacancies[---: Reduction of Board---]. Unless otherwise provided in the Certificate of Incorporation or unless otherwise determined by vote of the stockholders[---, a majority of the Directors then in office, although less than a quorum, or a sole remaining Director, may fill---] Vacancies in the Board of Directors occurring for any reason and newly created directorships resulting from any increase in the authorized number of Directors shall be filled by a special election at a special meeting of stockholders to be organized by the Board of Directors no later than 30 days from the official date of the vacancy. [---Unless otherwise provided in the Certificate of Incorporation, in lieu of filling any such vacancy the stockholders may reduce the number of Directors.---]

SECTION 5. Article III "Directors" §5 "Tenure" be amended as follows:

§5. Tenure. Directors shall be elected to three-year terms. Terms shall be staggered so that not more than half the seats are up for reelection each year. Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, Directors shall hold office until their successors are duly elected and qualified or until their earlier resignation or removal. Any Director may resign by delivering his written resignation to the Corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

SECTION 6. Article VII "Restrictions on Transfers" §1 "General Restrictions on Transfers" be amended as follows:

Art. VII. Restrictions on Transfers.
1. [---General Restrictions on Transfers. Except as expressly approved by the Board of Directors, which approval shall not be unreasonably withheld, n---] No shares of Common Stock shall be sold, exchanged, assigned, transferred, gifted, distributed, bequeathed, encumbered, pledged, hypothecated or otherwise disposed of (directly or indirectly through an agent, executor, heir, administrator, trustee, receiver, conservator or other representative), including by operation of law (including upon death, dissolution of marriage, bankruptcy, legal incapacity or otherwise) [---, except as otherwise provided in these Bylaws, including Section 2 below of this Article. The Board of Directors, in its sole discretion, may waive any prohibition on any specific transfer or other disposition, may impose restrictions on any permitted transfer or disposition, or may waive the transfer or disposition but subject to certain other provisions of these Bylaws. Any permitted transferee shall receive the transferred shares subject to all provisions of these Bylaws, and as a condition to such transfer or disposition, the Corporation may request that the transferee acknowledge acceptance and agreement to these Bylaws---].

SECTION 7. The remainder of Article VII be stricken.

SECTION 8. The entirety of Article VIII "Right of First Refusal" be stricken.

SECTION 9. The entirety of Article IX "Repurchase Rights" be stricken.

SECTION 10. The entirety of Article X "Drag Along Rights" be stricken.

SECTION 11. Article XI be renumbered accordingly.

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Submitted by separatrix on July 31, 2023 for consideration by the Board.