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posted by janrinok on Friday November 15, @05:15PM   Printer-friendly
from the mission-accomplised dept.

We've Done It

After almost 2 years and a lot of hard work by many people, we have finally achieved what we set out to do. On Wednesday, the Linode servers were decommissioned, and the site is now completely independent and running on its own hardware. All the site data and the domains belong to the community - yes, you own this site.

It could not have been possible without the dedication of quite a few people - some of whom have not made it to today. It wasn't pleasant and it wasn't easy. There were numerous meetings to create a new set of Bylaws. That in itself took many months of often acrimonious debate. Everyone wanted the same end, but they were not happy with how it was being achieved. In the end, as is always the case, it required a lot of compromise, and it meant we needed to say goodbye to the old way of doing things. So to all of those who participated in those meetings: mechanicjay, AudioGuy, Deucalion, Fnord666, MartyB, Separatrix, cmn32480, kolie, hubie, mrpg, requerdanos, fab23, chromas, fliptop, dx3bydt3, tedious, cosurgi, Runaway1956, and even aristarchus, and many that I have probably missed out, a huge thank you from me. And if I have missed you out then that is entirely my fault and I apologise!

The Bylaws dictate how the business will be managed. They do not contain any rules about how the site will be used, or what is permitted in submissions or discussions and what is not, or any of those things that tend to interest the community. But there are some unique differences in our Bylaws from those previously. The Board (which I will get to in a moment) manage this site on your behalf. While they handle routine matters as appropriate to their post, many actions require them to seek the agreement of the community. You will have a say in major decisions. After all, you own the site. The data cannot be used for any purpose other than maintaining this site without a majority decision of the community.

So having created the Bylaws, we could apply to create a company. This was necessary so that the new company (Soylent Phoenix) could receive whatever assets the original company (SoylentNews PBC) was prepared to transfer. For legal reasons, the Board members cannot be anonymous; they have to sign various pieces of legal documentation to create the company. So I asked for volunteers from the community. More than we needed stepped forward and so the business was created. The Chairman of the Board is OregonJohn (6105), the Treasurer is Dale (539) (and he is actually a qualified accountant!), and the Secretary is holeinone (17639). They have also been working hard on your behalf setting up the company, creating Stripe accounts, managing the current funds, and filling in the paperwork that is associated with a business. Technically the Board is a temporary one because they do not yet have the approval of the community. But that is built into the Bylaws, and it allows us to keep moving forward until their posts are confirmed by the community, or challenged by someone else who believes they should be allowed to do the job.

Next came the transfer of assets. Like all things this did not go as smoothly as everyone had hoped it would. Quite understandably, it was necessary for everything to be accountable and legal, and to look after everyone's interests. Again, it was only by having some tough discussions and making compromises on both sides that anything has actually been achieved. So another thank-you to NCommander and Matt Angel. I think we have a solution which, while not meeting all of our initial dreams, is one that we can live with for the future. The site never squandered money and there is nothing to suggest that your donations have been misused.

You will probably now all be aware that two people have donated hardware and a data connection at no cost to the site. Those people are kolie and fliptop, and they have my sincere thanks. Kolie's server is the one that you are using at the moment to read this Meta. In fact, it is handling all of the site including email, IRC, DNS, Varnish, the database, etc. etc. Fliptop's server is currently an off-site backup for our data but will probably require a bit of expansion before it will cope with the full Docker installation. You will also be aware that, over the recent weeks and months, kolie has built the entire software infrastructure into Docker containers, moving each function one by one from the Linode servers and incrementally adding it to our own hardware. He has put many man hours into this task and I for one have enjoyed working with him - although my contribution has been considerably less than his! Again, I offer my grateful thanks.

Finally, none of this would have been possible without the community being tolerant and understanding as we have encountered each unexpected obstacle. The community has, in fact, grown slightly in the last 2 years, but it remains at roughly 10% of what it once was. I thank you all for making this possible. Welcome to your site.

And now for something completely different....

Community Representatives

To provide the community with more visibility regarding the actions of staff and the reason and justification for those actions, we have created 3 posts which will act as Community Representatives. Their prime role is to provide the community with the assurance that management is behaving responsibly and within the rules governing the site, and for the community to have a focus when they have concerns regarding what is going on behind the 'curtains'. They will act as your voice in discussions and decisions. They will have full access to staff discussions but will only have limited access, and then only when absolutely necessary, to the data stored in the database. We have had 3 volunteers for these posts for many months, but I will provide more details once I have confirmed that they are still volunteering for the role, and when we have hammered out the working procedures that must be adopted for this system to function correctly.

TOR

We now have TOR up and running again - we had it quite a few years ago and then it disappeared. Eventually, the link will be in the SoylentNews side panel on your screen, but for now it is cut and paste:

http://soylentqarvi3ikkzpp7fn4m5pxeeonbv6kr4akgkczqethjfhmalhid.onion

Elections

As I mentioned earlier, technically the current board is temporary. If you wish to stand for a post then you may do so. We will be asking for nominations in the near future. However, remember that you cannot remain anonymous as your name has to be recorded on the official business records.

We will provide you with a Meta page should you wish to explain to the community why you believe that they should vote for you. The method of voting will be 1 vote per active account, which must be in good standing (i.e. meet a minimum karma level and not be currently banned). The software that will be used is still under consideration as the original voting software was written and operated by audioguy who is not currently taking an active part in the site management.

You cannot nominate someone else for a post. They have to put themselves forward as a candidate. You can of course vote for them should they do so.

realDonaldTrump Account

Accounts that have been dormant for over 5 years quickly attract attention when they suddenly re-appear. In recent years we have seen attempts to resurrect old accounts, sometimes by people other than the original owner. There is an option built in to Rehash which is named "Force User to Verify Account" (FUVA) and it appears on the user's administration page. It simply resets the password and sends the new password to the email address that we hold for that account in the database. The account holder can then reset the password to something of their own choosing and everything works as it should. Currently, it is invoked automatically after the 5-year point if the account becomes active again. About a week ago the "realDonaldTrump" (rDT) account suddenly sprang back into life, having been dormant since 2019, and for the most part it was welcomed by the community. However, by making a comment the FUVA triggered.

I think that the account holder has either forgotten how to access his email or the email address has lapsed for some other reason. So the account is now stuck in limbo. Without a working email contact we cannot send the new password to the account holder. I do NOT want to know who the account owner is. However, they must provide a working email address, which can be a temporary or throw-away address, and they must provide sufficient detail about the account to prove that they are the true account owners. The site can be reactivated as a parody account which will have specific restrictions associated with it.

Community Involvement

Although the site is now independent and 'under new management' there is still much that remains to be done.

  • For the present the rules that we have inherited will remain in force, but they will have to be rewritten and approved by the community to take us into the future.
  • We will need people to assist with the sys-admin role - which is more Docker management than anything else. Interested people do not have to currently know or use Docker, I am sure that we can provide guidance on acquiring those skills and then explaining the current site structure. It is much simpler than it once was.
  • We are investigating how to create a separate environment for both testing code before it is integrated into the main site and as a training facility.
  • As ever, we need your support by providing submissions and by participating in the discussions. There are 23 submissions in the queue but 17 of them by one of our 2 submission bots which many people dislike.

Potential Return of Anonymous Cowards to the Full Site

Over the last week or two the level of spamming and abuse has significantly reduced. However, the reasons for this are unclear, and it might not indicate a permanent or even long-lasting change. If the low level continues for a significant period (certainly into the New Year) then it might be possible to re-admit ACs to the whole site again. This is something that is we all want to see, and it would be a welcome enhancement to the site. However, it depends entirely on those few individuals who account for the vast majority of the spam and abuse.

If ACs are allowed back onto the full site then any permanent return is entirely dependent on the spamming remaining at a very low level, and for personal attacks to be rare events.

Withdrawn - It didn't even last until we got this Meta out. JR

posted by janrinok on Monday October 28, @07:06PM   Printer-friendly
from the you-dump-the-data-out,-you-load-the-data-in,-you-do-the-hokey-cokey... dept.

Over the coming days and weeks we will be switching servers from Linode to our own hardware. The first switch will take place tomorrow. This will also require some DNS changes but you just keep using the same URLs that you are using today. Other than that services should look and behave exactly as they do now. There may well be minor disruptions to connections and we ask you to please bear with us if they occur. There will be pauses of a day or more in between each service being switched over, while we continue to monitor that everything is working as expected.

Moving the data from a live server to a new server means that there will be a finite time between making a backup and installing it on the new server. The site will indicate that maintenance is being carried out. That implies that posts made during this interval will be lost. The process will begin around 1600 UTC on Monday 28 October. We will attempt to make the switch over as quickly as possible and there should always be a live server online. If you lose access to the site completely remember that you can still contact us via email ('nickname' [@] soylentnews.org), on IRC, or by shouting VERY loudly.

If your comment is lost please do not believe those in the community who will no doubt claim that comments are being intentionally deleted. They are not (unless you are one of our small number of persistent spammers).

Once each switch is completed I would hope that we can inform you immediately. However, that might not always be possible - everyone has to sleep sometime! Please make any observations regarding problems, or even compliments if the system is responding better than before, in the comments for this Meta. However, our testing so far indicates that the new servers are more responsive than the existing servers but of course they have not yet been placed under quite the same load.

UPDATE: You should all be accessing the new server. Please let us know if you experience any problems. A big thank-you to kolie!.

posted by janrinok on Tuesday October 22, @09:15AM   Printer-friendly
from the still-a-meta,-and-it-is-not-changing dept.

It is a long time since we issued a Meta regarding the situation of the site. Much has been happening, but nowhere near as quickly as we had imagined or had hoped. But we are now almost there.

The handover of assets is taking place. The new Board has been instrumental in this and, when the transfer is finally complete, I know that NCommander wishes to write his own Meta to you, the community. Details of who is in which seat will happen once the handover is complete because, until that point, the current site is the one that has existed since 2014, and it is still headed by NCommander.

New hardware is being set up which will allow us to drastically reduce the running costs of the site. Two people, fliptop and kolie, have donated the use of servers and internet connections free of charge to SoylentNews. This is an extremely generous donation on their part and one for which the new Board is extremely grateful. Contracts, where requested, are being actioned as I write this Meta. There will still be annual costs for domains etc.

The new hardware will have a new software structure installed on it, based on Docker containers. These will provide a significantly easier system to manage and, hopefully, will also take care automatically with many of the disruptive issues that we have seen in recent months. I do not claim that there will not be any initial hiccups but the site will still be running on Rehash and will look and behave exactly as it does today. There will be issues regarding updates to software for which new procedures will have to be produced and documented, but that is a task for the future and it need not delay the transfer.

Regarding changes to software, there is an incident that took place last weekend. A community member informed us that the moderation system, under certain usages, could compromise the identity of both the moderator and the moderatee. I passed the information to NCommander and kolie who, despite it being a weekend, identified and confirmed the problem, and subsequently identified a potential fix. The software change was made by kolie first thing on (his) Monday morning, which means that a serious problem was identified and the fix implemented in a fraction over 24 hours. I don't think anyone could have done it any faster bearing in mind that this is an all-volunteer site and considering that it occurred at a time when most people would rather be having some private time with their families. The team we have at the moment is much smaller than we have ever had before but it is still capable of managing the site and keeping the stories flowing. It is only right that I acknowledge on your behalf the contribution made by, and offer my thanks to, the community member who reported the issue (who may identify themself if they wish), NCommander and in particular kolie, who is very much involved in the new site just as he has been for the last 18 months or so.

However, not all problems are under our control. The current issues with IRC have resulted in a ticket being raised by NCommander for support action to be taken by Akamai/Linode. The problem occurred immediately after some routine maintenance, and it appears to be related to DNS and IPv6 as a result of changes that have been introduced by that maintenance. I do not have all the details to hand but it is being actioned.

For this site to remain active and interesting we rely on community support. Whether that be by making submissions (you should know the sort of topics that we are looking for, and we can always put some things under the 'random' topic), or by offering to assist with one of the teams, or just by commenting as many of you are doing now. I realise that this is an important time in the run-up to an election but please discuss TFA and not bring politics into every discussion. You can discuss politics as much as you wish in your journals. In fact, there is no 'politics' topic, nor has there ever been one.

I have been asked numerous times when will ACs be allowed back onto the front pages? There is only one person stopping that from happening now, and it is not me. There will always be occasional spamming and that can be managed quite effectively by community moderation. When the excessive spamming and abuse stops for good then ACs can return to full discussions. But spamming will not result in closing down this site.

🍆

posted by martyb on Friday October 18, @03:50PM   Printer-friendly

Sometime last Tuesday, our IRC went offline. If you made any changes prior to that, could you please reverse them?

In the meantime, we have a backup server that you might want to use:

irc.libera.chat/6697 channel: ##soylentnews

This can always be used to contact staff when, as now, our own IRC is having problems. It is thought that the problems might not be internal to our servers and I am told that a ticket has been raised with Linode.

You can always use this IRC channel for general chat at any time.

posted by janrinok on Friday August 02, @12:54PM   Printer-friendly

Just to give you advance notice that the continual problem with the renewal of SSL certificates is due to occur on Monday 5 Aug.

Nobody in the new team has the necessary access nor knowledge of the current hardware configuration, and control remains with NCommander. The transfer of assets has been initiated but as one of the two members of the current Board is out of the country everything has temporarily ground to a halt. We cannot reconfigure the existing structure as legally we do not yet 'own' the database or existing hardware assets.

I have requested that NCommander assist by renewing the certificates but that depends upon his availability. He has been kind enough to help in the past. There is nothing more I can do at the moment.

I know that this is easily fixed - but until the formal exchange of the assets takes place we are on very shaky ground with regards to liabilities and responsibilities.

posted by janrinok on Monday June 17, @08:34AM   Printer-friendly

Although it might seem that the site is not progressing there is nothing that could be further from the truth...

The New Company and Transfer Of Assets

A new company has now been formed, along with IRS agreement that we are a registered as a 501(c)(3) company (donations will be tax deductible for anyone under the US IRS system) , and we have our own bank account and Board. Therefore, I informed the current Board of this at the end of last week requesting that we initiate the transfer of site ownership and its assets. I also proposed a way that we could do this with the minimum of disruption to the site itself. Ideally, it should from the community point of view be nothing more than a redirection of URLs to different IP addresses. The proposal has to be studied and accepted by the current Board, or they might suggest an alternative proposal. NCommander is moving home for much of this week and so I do not expect a response in the next few days.

Site Downtime

We are experiencing a recurring problem with a drive that keeps filling up. Several of our community have offered suggestions which have been implemented but they do not appear to be having the desired effect. Further investigation is ongoing but, for now at least, the problem has been resolved by freeing up space by moving files that did not have to be on that particular drive to a different drive on that server. I would like to thank the community for their patience but there are only 3 people who have easy access to that particular server, and I am one of them. The configuration of the infrastructure is not straightforward, and I am not a sys-admin. So to some extent we are still reliant on NCommander and kolie for some of the technical expertise or advice that is sometimes necessary, and to whom I am grateful for any assistance that they can give.

Submissions

We have had a small number of our community helping by making submissions that meet our stated interests and topics of discussion. There has also been a handful of submissions on the '/dev/random' topic which have also received a very healthy number of comments. But for the majority we are still relying on upstart and Arthur (both bots) to bring fresh material to our submission queue. Any relevant submissions from the community would be welcome and I encourage you to think about the more unusual and loosely-tech-related topics that you would like to see discussed. A fully prepared submission would be ideal but if all we get is a URL then that is just putting a greater workload on the small number of active editors that we currently have. Try to at least provide some kind of summary and perhaps ask your own questions to prompt the community to respond. We can do all of the formatting to meet the site's needs for you. But if all you have is a URL then we will try to make a submission from it. Off-topic submissions that are just a URL will probably not be processed.

Spamming

There has been a significant reduction in the amount of spamming anywhere on the site over the last few weeks. It hasn't gone completely but it is currently manageable by normal moderation by the community, and occasionally by the staff.

Complaints

Complaining about things you don't like on the site by means of public comments is not recommended and is usually a waste of your time and ours. If it is something that can be rectified immediately then we will, of course, do so but anything more significant takes a lot of time for the few staff that we have. Complaining anonymously will not be actioned. If you wish to make a complaint then we must have a way of contacting you privately. This can be any email address that you choose, providing that it lasts until the problem can be investigated and any necessary action taken to remedy the problem. We will probably have further questions to help us resolve the Issue and we will also need to inform you of the progress of our investigations and the final decision. That will be at least several days as an absolute minimum. If you keep repeating the same complaint anonymously in different threads and over a period of time it will be treated as spam - as was explained about 3 years ago in a Meta by Martyb.

If it is not important enough to justify an email then it is possibly your personal problem and not something on the site that must be changed. Any alternative response could result in the staff being tied up in malicious anonymous complaints which we have not got the resources to address.

posted by janrinok on Tuesday May 07 2024, @07:31AM   Printer-friendly

Audioguy was one of the original team who created the existing SoylentNews site. He has stayed with us since that time and has served the community as a sys-admin for over 10 years. It is no exaggeration to say that over the last year or two he has played an almost single-handed role in keeping this site working.

Audioguy has suffered a series of significant personal and medical events over the last 6 months or so. He is now about to commence ophthalmic surgery tomorrow (Wednesday) and is facing other potentially life changing medical issues in the near future. He has, quite understandably and reluctantly, been forced to stand down from his role which was effective from late last week. Unfortunately that has meant that we have lost the ability to correct the current certificates problem. Access to the Linode servers is still controlled by the existing Board and we have experienced additional problems accessing one of our servers by the usual methods. This appears to be common to many staff and has further exacerbated the current problem.

I have written an email to NCommander requesting his assistance in updating the certificates so that the site becomes fully operational again. Your patience is appreciated. What might appear to many in the community to be a relatively minor issue is, behind the scenes, a major blow to the existing team. We have other sys-admins who are ready to pick up the challenge but they do not yet have the necessary access, nor are they yet experienced in managing the beast that that is Slashd.

Returning to audioguy, I am sure that the entire community would wish to join me in thanking him for a decade of support to the site, and to wish him well for the upcoming surgery. He remains one of this community and evidence of his past contributions can be found in numerous bits of code and associated documentation. He has also, for example, been the manager of the technical wiki which has been vital to the support team for all of that period. We are indebted to him.

Good luck for the future, audioguy. Take it easy. Best wishes to you and your family.

posted by janrinok on Thursday March 28 2024, @10:01AM   Printer-friendly

Outages

I would like to thank you all for your patience during the recent outages. Something is causing a problem with the database itself. It appears to be running out of room and thus having problems when creating backups. This is not a new phenomenon - NCommander observed that the database was corrupted in Nov/Dec 2022, and he fixed the corruptions that were present at that time. I know that others have done similar 'repairs' over the years. Those of you who have been with us a while will know that we have had various site outages since the site's inception in 2014. We try to get the site up as quickly as possible but we currently have a single active sys-admin who has to find the time to fix the site in between running his own business and having a decent work/life balance. The cause of these corruptions has not been identified despite speculation by some individuals.

New Site

The administration associated with creating a business continues and we think that we are now at the final stage. The paperwork has to be signed by several people and this means sending mail around the USA in order to get real signatures from specific individuals. However, we think that this should only take a week or two.

Deleting Spam

For the last month or so we have been deleting Spam from the Polls and journals. Deleting content is not new. Spam, doxxing, abusive material, CEOS, inappropriate ASCII art etc has often been deleted in the last 10 years. In fact, most of our registered community have the ability to delete some material (their own journals for example), and this has happened from time to time in the past. We also delete outdated submissions on a daily basis. The site software provides a means of making such deletions and it can cope with them. The software that is being used is not new - it has been in Rehash since the site became active. We have received some positive feedback regarding this measure - the Polls and journals are looking much tidier as a result. Unfortunately, we are going to temporarily suspend this measure to simplify the investigations into the database corruption problems. So, as unsightly as they are, we will be returning to the use of Spam moderations on a hopefully temporary basis. We have, of course, also received some negative feedback but it only seems to have come from a couple of Anonymous Cowards, one of whom is our most prolific spammer.

Participation

Finally, I would like to thank the staff for their continued efforts in keeping the site online and active. The participating user count continues to climb, as does the number of pages served each day. Many usernames that have existed for a long time but appear to have been inactive for a while are reappearing and participating in the discussions. I hope that we will soon be able to restructure our site in an affordable yet more robust structure in the very near future.

Jan

posted by janrinok on Wednesday March 20 2024, @10:41AM   Printer-friendly

Just a brief update - but welcome news for a change.

After a long wait (and after a query to the IRS regarding the progress of our application), fliptop has received news verbally that we have been approved by the IRS for Not For Profit status. The essential paperwork should be with fliptop by the end of the week. Once it has been received we can then move ahead to create a company. Again, we cannot guess how long this process will take but it is the final step required before the community can take control of the site and its assets.

My grateful thanks to fliptop for his efforts.

posted by NCommander on Thursday March 07 2024, @09:19AM   Printer-friendly
from the thanks-guys dept.

So, just a follow up. According to matt, we got around $2,000 USD right now in the PBC overnight, and there are still more payments processing. I paid the Linode bill this morning. So, funding problem: solved. We should be set for the foreseeable future as far as money goes!

Seriously guys, you stepped up, and I am thankful. Since I'm here, a quick update on what's going on: Right now, we're mostly just waiting for paperwork to go through as far as handing the site to a newly-created, not-for-profit. It's slow work and I'm not directly involved, but I've seen that there has been a fair number of articles on the subject so I'm pretty happy that everyone is aware of what's going on.

I could write more, but I think I'm going to keep this short and sweet for now. Once I have a final total, I'll post it.

- N

Addition: We have been asked if people can donate anonymously without having an account. The answer is "Yes". Click the subscription link and then make a gift subscription to another account (It defaults to NCommander but you can choose any account). Pay via stripe using an anonymous username.

posted by NCommander on Tuesday March 05 2024, @11:26PM   Printer-friendly
from the help dept.

So, in the background, the owners of the PBC have been working with staff to get the site moved over to a new legal entity and continue operations. This process is moving slowly, but it is moving, with the expectation that we should be able to fully hand off SN in the next month or so. However, the PBC has burned through its cash reserves, and we have an overdue Linode bill as is for $268 USD. I could write more, but the tl;dr, without money, SN will disappear off the Internet.

Most of the subscriptions understandably stopped due to the uncertainty with site ownership and management. However, we're not able to pay the bills with the trickle coming in. At this point, everyone involved has agreed with and are working towards a solution to move SN to a not-for-profit and 501(c)3, but we do need the communities financial support to get there. If we can raise $500 USD via subscriptions, direct donations, or other means, that would keep the site up past May. As such, if you have let your subscription lapse, or otherwise are able to support SN, please do so now.

Any funds raises will be donated to the *new* NFP as soon as it is able to accept funds. We'll run an update if/when we reach our funding goal.

- NCommander

posted by janrinok on Tuesday February 06 2024, @04:16PM   Printer-friendly

In order to create a new company it is necessary to provide bylaws which state how that company will be governed. Draft 8 of the bylaws received one suggested change when it was presented to the community. However, there were a few problems that have been identified since Draft 8 was published in a Meta. One was the waiving of anonymity by anyone who wished to serve on the board. As the idea behind all seats on the board was that they should be elected by the community from volunteers in the community, and would periodically be replaced by subsequent volunteers and election, over time many of our community would have had their anonymity compromised. This was unpopular and made it difficult to envisage the long-term support of the community for such roles.

The board has, as a minimum, three members. The President, a Secretary and an Accountant. These posts must waive anonymity as their identities have to be declared at incorporation and periodically thereafter. There is no escaping this requirement. However, the Governance Committee was also formed from community members and they have not had to waive their right to anonymity. The solution to the problem is relatively straight forward. The board will be established to fill the 3 necessary posts by volunteers, and will be responsible for fulfilling the legal requirements that such posts require. The operational control will be vested in a new group (or committee if you insist) which will comprise of a board member, the Team Leaders and the 5 Community Representatives, and others with specialist knowledge where necessary, thus removing the need for these people to be identified. They can use their regular usernames. The Management Group will provide operational guidance to the board. The community will be represented by their chosen representatives who will be looking after their interests and they will have direct access to the board during all discussions and communications. The Management Group will not hold regular meetings as issues that need resolving occur frequently and irregularly. They will use email and IRC as we have always done, thus removing the burden of meetings that, no matter when they were scheduled, proved to inconvenient to many members to say the least and have taken lot of man hours that could have been more usefully spent.

To see us over the transition we need to have a set of bylaws (Draft 9) approved by the community. We have volunteers who will create a temporary board and community representatives, while we sort out policy and prepare for the election process so that the community can be involved in the election of all posts. This will be a temporary arrangement and the bylaws below - which are very heavily based upon Draft 8 which was provided by k0lie/replic8tor - can and will be changed over the next few months to reflect whatever is deemed to be the best arrangement for the long term.

Please remember that the bylaws are only concerned with the board and site governance. Policy matters, management of the site on a daily basis, etc are not part of the bylaws and you will all have your chance to give your views once the transition has taken place. I welcome your comments but I will repeat - these bylaws are temporary and can be changed over the coming months as people see fit. I am more concerned at the moment with getting something that will work and allow us to move forward rather than reflecting each and every nuance of our future operation.

Time is of the essence. Please make your comments promptly because as soon as we know that we have something that will work we would like to move on to incorporation.

I gratefully acknowledge and thank k0lie/replic8tor for Draft 8. To ease the problem of assessing the bylaws I can identify the following sections as having been edited to reflect what is possible rather than what might have been ideal under other circumstances.

  • Sections 1.01 and 1.02: There may be benefits from incorporating in the State of Oregon. We are still looking into this.
  • Sections 5.01, 5.12, and 5.14.
  • Section 7.02, 7.06, 7.07 (deleted in toto)

START ---------------------------------------------------------------------------------------

BY-LAWS OF XXXXX

A XXXXX NON-STOCK CORPORATION QUALIFYING FOR NONPROFIT, TAX-EXEMPT STATUS

ARTICLE I

REGISTERED AGENT AND REGISTERED OFFICE; OFFICE LOCATIONS

Section 1.01 Name; Registered Agent and Registered Office. The name of the organization is XXXXX Corporation (the "Corporation"). The registered agent and registered office of the Corporation in the State of XXXXX shall be as set forth in the Certificate of Incorporation, as it may be amended.

Section 1.02 Principal and Other Offices. The Board of Directors of the Corporation (the "Board" or "Board of Directors") shall determine (and may change) the location of the Corporation's principal office in its reasonable discretion; the Board may also cause the Corporation to have such other offices within or without the State of XXXXX or the United States as it deems appropriate, in its reasonable and good faith discretion.

ARTICLE II

PURPOSE

Section 2.01 The purposes of the Corporation shall be those set forth in the Certificate of Incorporation (the "Certificate"), as it may be amended.

ARTICLE III

MEMBERS

Section 3.01 Membership; Classes of Membership. Membership in the Corporation shall be available on such bases and terms, and subject to such qualifications and criteria, as the Board determines, in its reasonable and good faith discretion.

Section 3.02 Meetings. The annual meeting of the Director Members (the "Annual Meeting of the Director Members") for the election of Directors and delivery of a financial statement, shall be held each year at the place (including by electronic means such as a website providing conference services), time, and date, as may be fixed by the Board. Special meetings of the Director Members shall be held whenever necessary called by resolution of the Board or the Secretary. The Secretary or another officer tasked with such role shall, upon receiving written demand or resolution, promptly give notice of such meeting as provided in Section 3.03, or, if the Secretary fails to do so within five (5) business days thereafter, any Member signing such demand may give such notice. The Chairman of the Board (the "Chairman") shall preside at the meetings of the Members, or in the absence of the Chairman, an acting Chairman shall be chosen by and from among the Members present. The Secretary of the Corporation or another officer designated for such role shall act as secretary at all meetings of the Members, or, in the absence of the Secretary or the appropriate designated officer, an acting Secretary shall be chosen by the Members present.

Section 3.03 Notice of Meetings. Written notice of the place, date, and hour of any meeting shall be given to each Director Member entitled to vote at such meeting by mailing the notice by first class mail with postage prepaid, by personal delivery, or by email not less than ten (10) nor more than fifty (50) days before the date of the meeting. When such preference is provided, each Director Members preferred method of notice shall be used. Notice of any meeting other than the Annual Meeting of the Director Members shall indicate the person or persons calling the meeting, and notice of any special meeting shall also indicate the purpose(s) for which it is called. Director Members may waive the prior notice requirement expressly or by attending the meeting (other than for the purpose of contesting appropriate notice and calling thereof).

Section 3.04 Quorum. At all meetings of Director Members, all Director Members eligible to vote, present in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, the Director Members present in person shall adjourn the meeting from that time until a quorum is present. Notice of the new meeting is not required if the time and place for the new meeting is announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called.

Section 3.05 Voting. Except as otherwise provided by statute or these by-laws, the vote of all of the Director Members shall be the act of the Director Members. At any meeting of the Director Members, each Voting Director Member present, in person or by proxy, shall be entitled to one (1) vote. The record date of eligibility of voting rights shall be set by the Board no less than one (1) day before the date of the meeting. At all elections of Directors, the voting may but need not be by ballot and a plurality of the votes of the Director Members present in person or represented by proxy at the meeting and entitled to vote on the election of directors shall elect.

Section 3.06 Proxy. Every Director Member entitled to vote at a meeting of Director Members or to express consent or dissent without a meeting may authorize another person or persons to act for such Director Member by proxy. Every proxy must be in writing and signed by the Director Member or the Director Member's duly authorized agent, or by email setting forth information from which it can be reasonably determined that the proxy was authorized by such Director Member. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Director Member executing it, except as otherwise provided by law. For the purposes of conducting meetings, all proxies shall be delivered to the Secretary of the Corporation or, upon the absence of a Secretary, the presiding Director Member appointed to act as secretary of the meeting. Authorization for a proxy shall be valid only for a singular meeting identified directly in the proxy authorization. Each natural person shall only be able to represent a single proxy vote per issue.

Section 3.07 Action without a Meeting. Action may be taken without a meeting on written consent (which can be solicited by the Corporation to all Director Members and returned by the Director Members in electronic form, such as email) setting forth the action to be taken, signed by such Director Members as would be required to take the relevant action at a meeting. Such consent may be written or electronic. If consent is electronic it must be able to be reasonably determined to have been sent by the Director Member. In the event action is taken by written consent, the Members not voting thereon shall be given prompt notice of actions taken by written consent without a meeting. The request of such consent shall be made publicly before the request is made as a Meta posting on soylentnews.org or on an earmarked journal entry from an account earmarked for such publications. The results of such a request shall be similarly published as a Meta posting on soylentnews.org or on an earmarked journal entry from an account earmarked for such publications.

Section 3.08 Community Members. As noted in Section 3.01, Community Members shall have their own distinct voting rights for substantive management, governance, or control rights over the Corporation. The Board of Directors may elect to call a meeting of the Community Members, in its discretion, on such terms as it deems fit. The Board may further seek the informal, non-binding guidance of the Community Members in connection with any issue, topic, or decision to be made, or may form a temporary or ongoing advisory board with respect to an issue, topic, or decision to be made, or to ensure an independent decision in the case of a decision or transaction involving a conflict of interest affecting one or more Board members. Formal voting exercised by the Community Members under the provisions provided for them in the bylaws, or in instances of voting specifically requested by the Board Members, shall be considered binding and the results of such a vote shall have higher precedence and authority than any other voting class.

ARTICLE IV

Community Members

Section 4.01 Definition. The Community Members shall consist of registered users of the SoylentNews.org website who maintain an active account in good standing of the site policy. Each unique natural person who qualify is entitled to one vote as a Community Member. The Secretary shall be responsible for overseeing the maintenance of such a record of users and for determining who qualifies for eligibility as a Community Member during voting by the community members.

Section 4.02 Voting Procedures. The election of or replacement for any Director Members shall be conducted by a vote of the Community Members. Any natural person willing and legally able shall be eligible for election. Elections shall use proportional ranked choice voting using the Droop quota for voting calculations. In cases of election or positions being voted on, the community members shall be given a period of one week before any voting to submit names to be voted on. Community members shall be given a period of voting of four weeks for any vote before them. A super-majority of the board may vote to change an individual case of the communities' voting period duration but may not do so if the duration would be less than one-hundred and sixty eight (168) hours. The total vote of the community members shall be the number of votes cast by all eligible Community Members for each vote. Voting for changes to the bylaws may be accomplished by a simple vote requiring the supermajority of the total vote of the Community Members. All other voting shall require a simple majority of the total vote as its quota. Changes to the bylaws may only be made through a Community Member vote.

Section 4.03 Vote Qualification. Community Members shall be considered eligible for a vote if they qualify under the definition of a Community Member as defined in Section 4.01 for a period of not less than thirty (30) days prior to the start of the voting period. The topic of a vote may be proposed by any Community Member. For such a proposal to be considered by a vote of the community it must be either (a) sponsored by any Director Member or (b) have the approval of a minimum of 10% of the active users of the website in the last weekly report as recorded by the SoylentNews platform. Technical measures may be used to ensure the integrity of the voting. The Secretary shall oversee that these criteria and measures are used to maintain a list of valid voting Community Members for each vote as appropriate.

ARTICLE V

BOARD OF DIRECTORS

Section 5.01 Board Powers and Number. The affairs and property of the Corporation shall be managed by or under the direction of the Board of Directors (the "Board"), subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and herein. The number of voting directors shall be three (3). The numbers of directors can be increased or decreased from time to time, by resolution of the Board, but such action by the Board shall require a vote of a majority of the Entire Board and no decrease shall shorten the term of any director then in office. As used in these by-laws, the term "Entire Board" shall mean the total number of directors entitled to vote which the Corporation would have if there were no vacancies on the Board. The board shall consist of three (3) Voting Director Members consisting of the President, Secretary, and Treasurer.

Section 5.02 Election and Term of Office. The initial directors shall be the persons named in the Certificate of Incorporation and shall serve until the first Annual Meeting of the Director Members. Thereafter, to become a director, a person shall be nominated and elected by the community members as detailed in Section 4.02 at a meeting of Director Members for the purpose of the annual election of Directors. Directors shall hold office for a term of one (1) years, and each shall serve for such term and until the election and qualification of a successor, or until such director's death, resignation, or removal. Directors may be elected to any number of consecutive terms.

Section 5.03 Qualification for Directors. Each director must be a natural person and shall be at least 18 years of age. The Board may set such other qualifications for directors as it deems necessary or appropriate, in its good faith discretion. Any director must be a Director Member, and should a director no longer be a Director Member (or vice versa), he or she shall be immediately removed as a director and shall no longer be a Director Member, receiving no compensation for his or her membership interest.

Section 5.04 Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the authorized number of directors, and vacancies occurring for any reason, including any vacancy occurring by reason of the death, resignation, or removal of a director, may be filled by holding community election for the available position(s) as specified in Section 4.02. Each director so elected shall serve until the next Annual Meeting of the Director Members or until such director's successor is elected or appointed and qualified.

Section 5.05 Removal. Any director may be removed at any time by a vote of a majority of Director Members (excluding from the numerator and denominator the director(s) to be removed). Removal by voting of the Community Members need not to be with cause.

Section 5.06 Resignation. Any director may resign from the Board at any time by giving prior written notice to the Board. Unless otherwise specified in the notice, the resignation shall take effect at the time of receipt by the Board or such officer. The acceptance of such resignation shall not be necessary to make it effective. No resignations shall discharge any accrued obligation or duty of a director. As set forth above, resignation as a director shall terminate the former director's Director Member status.

Section 5.07 Meetings. The annual meeting and regular meetings of the Board shall be held at such times and places as may from time to time be fixed by the Board or may be specified in a notice of meeting. Special meetings of the Board may be held at any time upon the call of the President or as determined by the Board in each case at such time and place as shall be fixed by the person or persons calling the meeting, as specified in the notice thereof.

Section 5.08 Notice of Meetings. Notice of a meeting may be sent by mail, telephone, facsimile transmission, telegraph, courier service, electronic mail or hand delivery, directed to each director at his or her address or contact information as it appears on the records of the President. Each director's preferred method of communication shall be used if one has been provided to the Corporation. Such notice shall state the time and place where the meeting is to be held and to the extent possible, the purpose(s) for which the meeting is called. Notice shall be deemed to have been given when sent, and if by mail, when deposited in the United States mail with prepaid postage thereon. Notice of any regular meeting for which the time and place is not fixed by the Board must be given to each director not less than three (3) days before such meeting. Notice of a special meeting of the Board must be given to each director not less than three (3) days before such meeting, provided, however, that notice of special meetings to discuss matters requiring prompt action may be given no less than forty-eight hours before the time at which such meeting is to be held if given personally, by telephone, by facsimile transmission or by electronic mail, unless the meeting relates to an emergency which must be resolved within forty-eight hours, in which case notice shall be given as promptly as possible. Notice of a regular or special meeting need not be given to a director who submits a signed waiver of notice before or at the meeting's commencement, or who attends the meeting without protesting (not later than the commencement of the meeting) the lack of notice to him or her. The community members shall be notified of all meetings in the form of a Meta article to SoylentNews or to a specific SoylentNews journal earmarked for the committees use. The notification to the community members shall be made at least three days in advance of the meeting.

Section 5.09 Quorum. At each meeting of the Board, the presence of a majority of the Entire Board shall constitute a quorum for the transaction of business or any specified item of business. If a quorum is not present at any meeting of the Board, a majority of the directors present may adjourn the meeting to another time without notice other than by announcement at the meeting, until such a quorum is present, except that notice of such adjournment shall be given to any directors who were not present at the time of the adjournment.

Section 5.10 Voting. Except as otherwise provided by statute or these by-laws, the vote of a majority of the directors present at the time of a vote, if a quorum is present at such time, shall be the act of the Board.

Section 5.11 Meeting by Remote Communication. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone, video conference, internet-based meeting forum, internet relay chat (IRC), or similar communications equipment. Participation by such means shall constitute presence in person at a meeting provided that all persons participating in the meeting can hear and or otherwise materially participate with each other at the same time and each director can participate in all matters before the board, including, without limitation, the ability to propose, object to, and vote upon a specific action to be taken by the board or committee. The preferred method of remote communication for meetings shall be a publicly visible and accessible internet relay chat service. In the event that the preferring method is unavailable, the board shall use free and open alternatives when such alternatives are recommended or visible for all official business to remain inclusive and transparent to the Community Members.

Section 5.12 Action without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. The resolution and written consents thereto by the members of the Board or such committee shall be filed with the minutes of the proceedings of the Board or such committee. Additionally, the community shall be informed of any such Actions by publication in an agreed place which provides access to all community members.

Section 5.13 Director Compensation. Generally, the Corporation shall not pay compensation to directors for services rendered to the Corporation in their capacity as directors, except that directors may be reimbursed for reasonable expenses incurred in the performance of their duties to the Corporation. However, the Board may determine to compensate one or more of the directors for their services as such, in its discretion. In addition, a director may receive compensation, in the Board's discretion, for the performance of services provided to the Corporation in any capacity separate from his or her responsibilities as a director such as, without limitation, service as an Officer of the Corporation.

Section 5.14 Staff Delegation. The board shall create and ratify a staff policy detailing the structure, description, operations, and policies of a staff group. The staff group shall consist of one or more teams as determined by the staff policy each with its own team leader. The team leaders and five (5) Community Representatives shall be collectively referred to as the ("Management Group") as referenced in Section 5.01, and they shall provide operational direction to the board. The Management Group shall be responsible for the daily operations of SoylentNews as outlined in the staff policy. Director Members are ineligible to be concurrently serving the role of a Director Member and that a team leader / member of the management group. The membership of a Director Member on the staff team shall be at the sole discretion of the team leader and is otherwise fully encumbered by the duties, responsibilities, and qualifications of the staff policy.

ARTICLE VI

COMMITTEES

Section 6.01 Executive Committee and Other Committees of the Board. The Board, by resolution adopted by a majority of the Entire Board, may designate from among the directors an Executive Committee and other committees of the Board consisting of three (3) or more directors. Each committee of the Board shall have such authority as the Board shall by resolution provide; and the Executive Committee shall have all the authority of the Board, except that no such committee shall have the ability to address those matters prohibited to be addressed by the full Board under the relevant statute or state laws.

Section 6.02 Quorum and Action by Committee. Unless otherwise provided by resolution of the Board, a majority of all of the members of a committee shall constitute a quorum for the transaction of business and the vote of a majority of all of the members of a committee shall be the act of the committee. The procedures and manner of acting of the Executive Committee and of the committees of the Board shall be subject at all times to the directions of the Board.

Section 6.03 Alternate Members. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member or members at any meeting of such committee.

Section 6.04 Reporting. The official business and meetings and resolutions of the committee shall be documented and made publicly available for official record. Notifications of meetings shall be given to the community a minimum of 72 hours in advance of the meeting, however reasonable effort shall be made to post these meetings as soon as they are scheduled, and shall be made in the form of a Meta article to SoylentNews or to a specific SoylentNews journal earmarked for the committees use.

ARTICLE VII

OFFICERS, EMPLOYEES, AND AGENTS

Section 7.01 Officers. The officers of the Corporation shall consist at least of a President, a Secretary, and a Treasurer. The Board may from time to time create vacancies for such other officers, including one or more Vice Presidents, as it may determine. All officers shall be elected by the Community Members from slates of candidates eligible and willing to serve, the composition of which may be determined by the Board or the President or such other Officer to whom the Board delegates such task. While the President, Secretary, and Treasurer shall be Director Members, any other officer may but need not be a director or a Community Member.

Section 7.02 Election, Term of Office, and Qualifications. The officers of the Corporation shall be elected annually by a majority vote of the Board at the annual meeting of the Board, and each officer shall hold office until such officer's successor is elected and qualified or until such officer's earlier death, resignation, or removal. Except as may otherwise be provided in the resolution of the Board choosing an officer, no officer need be a director. One person may hold, and perform the duties of, more than one office, except that the same person may not hold the offices of President and Secretary. All officers shall be subject to the supervision and direction of the Board. The Board may set such qualification requirements for officers as it deems appropriate.

Section 7.03 Removal. Any officer elected or appointed by the Board may be removed at any time, with or without cause, by a vote of a majority of the Entire Board.

Section 7.04 Resignations. Any officer may resign at any time by giving at least ten (10) days' written notice to the Board. Unless otherwise specified in the notice, the resignation shall take effect at the time of receipt by the Board. The acceptance of such resignation shall not be necessary to make it effective.

Section 7.05 Vacancies. A vacancy in any office arising from any cause shall be filled for the unexpired portion of the term by Community Member voting.

Section 7.06 President. The President shall preside at all meetings of the Board and Director Members. He or she shall have the general powers and duties of supervision and management of the Corporation which usually pertain to his or her office, and shall keep the Board fully informed of the activities of the Corporation. The President shall perform all such other duties as are properly required of him or her by the Board. He or she has the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, but only with clear and explicit agreement of the Community as under Section 8.01, unless the Board shall specifically require an additional signature.

Section 7.07 Section Vacant.

Section 7.08 Secretary. The Secretary shall record and keep the minutes of all meetings of the Board and Director Members (or Community Members, if so called) in books kept for that purpose. He or she shall see that all notices and reports are given and served as required by law or these by-laws. He or she shall affix the corporate seal to and sign such instruments as require the seal and his or her signature and shall perform all duties as usually pertain to his or her office or as are properly required of him or her by the Board. All records of official meetings, actions, minutes shall be published on a publicly available and accessible platform for the community to read. The location shall be posted permanently in an appropriate location on the main website.

Section 7.09 Treasurer. The Treasurer shall have the care and custody of all the funds and securities of the Corporation and shall keep full and accurate accounts of all moneys received and paid by him or her on account of the Corporation. The Treasurer shall exhibit at all reasonable times the Corporation's books of account and records to any of the directors of the Corporation upon request at the office of the Corporation. He or she shall render a detailed statement to the Board of the condition of the finances of the Corporation at the annual meeting of the Board and shall perform such other duties as usually pertain to his or her office or as are properly required of him or her by the Board. The Treasurer shall be responsible for producing a yearly balance sheet and profit and loss statement reflecting the true status of the business as reported to the IRS. This report shall be made publicly visible and accessible to the Community Members in a place notified to the Community Members via the website or appropriate postings. Personal identifying information may be scrubbed from these reports but the services, role, and function or service such rendered shall not be obfuscated.

Section 7.10 Employees and Other Agents. The Board may from time to time appoint such employees and other agents as it shall deem necessary, but only with the clear and explicit agreement of the Community, each of whom shall have such authority and perform such duties as the Board may from time to time determine. To the fullest extent allowed by law, the Board may delegate to any employee or agent any powers possessed by the Board and may prescribe their respective title, terms of office, authorities, and duties.

Section 7.11 Compensation. Any officer, employee, or agent of the Corporation is authorized to receive reasonable compensation for services rendered to the Corporation when authorized by a majority of the Entire Board, in its discretion.

ARTICLE VIII

EXECUTION OF INSTRUMENTS

Section 8.01 Contracts and Instruments. The Board, subject to the provisions of Section 9.01, may, but only with the clear and explicit agreement of the Community, authorize any Officer or agent of the Corporation to enter into any contract, to execute and deliver any instrument, or to sign checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness in the name of and on behalf of the Corporation. Such authority may be general or may be confined to specific instances. No instrument required to be signed by more than one Officer may be signed by one person in more than one capacity unless called upon by the terms of such instrument. Any contract under consideration by the board and/or executed by the board shall be disclosed to the community members and the discussion of such shall be open to the public and recorded and published for public viewing.

Section 8.02 Tax Status-Related Filings. The Board, subject to the provisions of Section 9.01, may authorize any Officer or other agent to make, complete, and file (or cause to be filed) any document with any government agency, including the Internal Revenue Service and any filings necessary to cause the Corporation to become or to remain tax-exempt under the Internal Revenue Code.

Section 8.03 Deposits. The funds of the Corporation shall be deposited in its name with such banks, trust companies, or other depositories as the Board or any Officer, to whom the Board has delegated such power, may from time to time designate.

ARTICLE IX

INDEMNIFICATION AND INSURANCE

Section 9.01 Indemnification. The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding with any third-party by reason of the fact that he or she, his or her testator or intestate, was a director or officer of the Corporation, against judgments, fines, amounts paid in settlement, and reasonable expenses, including reasonable attorneys' fees. No indemnification may be made to or on behalf of any such person if, in the determination of the Board (excluding the affected director(s)), (a) his or her acts were committed in bad faith or were the result of his or her willful misconduct or active and deliberate dishonesty and were material to such action or proceeding, or (b) he or she personally gained or sought to gain a financial or other benefit or other advantage or opportunity to which he or she was not entitled in connection with his or her actions or inactions in connection with service to the Corporation.

Section 9.02 Insurance. The Corporation shall have the power, but not the obligation, to purchase and maintain insurance to indemnify the Corporation for any obligation which it incurs as a result of its indemnification of directors and officers pursuant to Section 8.01 above, or to indemnify such persons in instances in which they may be indemnified pursuant to Section 8.01 above.

Section 9.03 Indemnification Agreements. The Board may cause the Corporation to enter into agreements which provide for the contractual indemnification of directors, officers, employees, or third parties, including agents, service providers, consultants, tax advisors, and others. The Board may approve a form of such contract including indemnification (such as a form of employment agreement, consulting agreement, etc.) with implementation and execution of such agreements delegated to one or more Officers.

ARTICLE X

INTERESTED PARTY TRANSACTIONS

Section 10.01 Conflict of Interest Policy. The Board may determine to adopt a Conflict of Interest Policy governing situations where it faces a financial or other conflict or seeks to engage in an interested party transaction. For purposes of these by-laws, an "interested party transaction" is any contract or other transaction between the Corporation and (a) any present director or any individual who has served as a director in the five (5) years preceding the transaction ("past director"), (b) any family member of a present or past director, (c) any corporation, partnership, trust, or other entity in which a present or past director is a director, officer, or holder of a financial interest, (d) any present officer or any individual who has served as an officer in the five (5) years preceding the transaction ("past officer"), (e) any family member of a present or past officer, or (f) any corporation, partnership, trust, or other entity in which a present or past officer is a director, officer, or holder of a financial interest. If such a policy is adopted, in any instance where the Corporation proposes to enter into an interested party transaction, it shall follow the procedures and rules set forth in the Corporation's Conflict of Interest Policy.

Section 10.02 Approval other than Pursuant to Conflict of Interest Policy. If the Board does not or has not yet developed a Conflict of Interest Policy, the Board may approve an interested party transaction with the consent or approval of a majority of the directors that are not involved in the interested party transaction on a determination that the transaction (a) is in the best interests of the Corporation, (b) is fair to the Corporation and reasonable in its terms, (c) is in alignment with or not opposed to the Corporation's mission and charitable objectives, and (d) does not create an appearance of impropriety that might impair Member or public confidence in, or the reputation of, the Corporation (even absent any actual conflict or wrongdoing). The Board shall make a written record of its decision-making process in connection with an interested party transaction.

ARTICLE XI

AMENDMENTS

Section 11.01 These by-laws may be altered, amended, or repealed by the affirmative vote of the majority of the Entire Board present at any meeting of the Board at which a quorum is present, except a two-thirds vote of the Entire Board shall be required for any amendment to add or remove a provision of these by-laws requiring a greater proportion of directors to constitute quorum or a greater proportion of votes necessary for the transaction of business. Such action is authorized only at a duly called and held meeting of the Board for which written notice of such meeting, setting forth the proposed alteration, is given in accordance with the notice provisions for special meetings set forth herein. If these by-laws are altered, amended, or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of directors the by-laws so adopted, amended, or repealed, together with a concise statement of the changes made. Any such change under this section shall still be required to meet the requirements of Section 4.02 requiring a community vote to adopt such changes.

ARTICLE XII

NON-DISCRIMINATION

Section 12.01 In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, culture, national origin, marital status, sexual preference, mental or physical handicap, or any category protected by state or federal law.

ARTICLE XIII

REFERENCE TO CERTIFICATE OF INCORPORATION

Section 13.01 References in these by-laws to the Certificate of Incorporation shall include all amendments thereto or changes thereof as of the relevant time unless specifically otherwise stated by these by-laws. In the event of a conflict between the Certificate of Incorporation and these by-laws, the Certificate of Incorporation shall govern.

ARTICLE XIV

GENERAL PROVISIONS

Section 14.01 Fiscal Year. The fiscal year of the Corporation shall be the calendar year unless otherwise provided by the Board.

Section 14.02 Seal. The Corporation is not required to have a corporate seal. Should it determine to use a seal, the corporate seal shall have inscribed thereon the name of the corporation, the year of its organization, and such other terms as are required. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Section 14.03 Books and Records. The Corporation shall keep at the office of the Corporation correct and complete books and records of the activities and transactions of the Corporation, including the minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these by-laws and all prior versions thereof (if and as applicable), all resolutions and written consents of the Board and General Members, and all minutes of meetings of the Members and meetings of the Board and committees thereof.

Section 14.04 Records Retention and Destruction Policy. The Corporation may adopt such record-keeping policies and procedures as necessary for its business, regulatory, and tax-exempt status.

Section 14.05 Annual Returns; Necessary Filings. The Entire Board shall review the Corporation's annual filing(s) with the Internal Revenue Service prior to it being filed. The Board may delegate to one or more Officers the preparation of filings and reports related to the Corporation's tax-exempt status or any other matter, subject to the Board's oversight, and may employ consultants or advisers, including legal or tax counsel, in connection with the preparation and/or review of such material(s).

Section 14.06 Electronic Signatures. Wherever a written instrument is required to be executed hereunder, an electronic signature, to the extent permitted by applicable law, shall be deemed to be a written signature.

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posted by janrinok on Monday February 05 2024, @08:30AM   Printer-friendly

Many of you will have experienced the problems with the expired certificates. Unfortunately, our one remaining sysadmin is away from home until 1400 Monday (US time - tz unknown) and he has been away for a while.

We have requested NCommander and k0lie to assist. They have declined.

We all have real jobs and lives to live too and this is just one of those things.

Unfortunately it seems that the problem will continue for another 36 hours.

UPDATE: Audioguy has fixed the site. Thank you ag! Jan

posted by janrinok on Wednesday January 31 2024, @03:48PM   Printer-friendly
from the moving-forward dept.

We are running very short of time for creating a new site. We have one member of staff who has already volunteered for a post on the Board; other staff are already busy with their existing roles. We are looking for an additional 2 community members who wish to serve on a temporary Board so that we can create a new company and purchase the data, domains and other assets from the current site. But perhaps I should explain a little further....

The Board should, as a minimum, consist of 3 people, A Chairman, a Secretary and the site's Accountant. These people will be named at the creation of the new company and will each assume one of those formal roles. There are implications to this. Firstly, the company data is not publicised widely but we can make no guarantee that it will always remain hidden from public view, either by a change in US law or by, for example, the action of an hacker. Therefore, any volunteers must be prepared to waive his/her anonymity although as things stand it should never actually be compromised. Secondly, this is a temporary post. The latest draft of Bylaws is a very good starting point but it has become apparent that they are not perfect. There will be changes required to the Bylaws and, when they have been changed and accepted by the Community, all posts on the Board must be filled by people who have been elected by the community. You could, of course, stand for election at that time if you so wish.

Currently, we are only looking at putting names to roles so that we can create a company. Your experience and skill level are not the most important aspects. We will employ an professional accountant to produce the annual formal account reporting and it will not simply be left to our own 'Accountant'. Rather, the role is one of providing checks and balances for any expenditure and the management of the site's accounting records.

How long the 'temporary' role will last is not something that we can currently forecast. But I would estimate it to be weeks or months rather than a long term responsibility.

I think any sensible person would agree that we cannot simply pass control of the site and finances to unknown people so we must limit applications from those who have held an account for at least 6 months and have contributed to the site. The staff will treat all applications as sensitive data and we will only refer to individuals by their user name in any discussions or at subsequent meetings. We will, of course, need to know your true identity and contact details for the creation of the new company.

This is a chance for us to move the site to a new start and to ensure that we can provide continuity of stories each day for everyone to enjoy. We will all be involved - Board, staff and community - in producing new policy documents that are a reasonable balance between discussions and freedom of speech. We are almost at our 10th birthday. Many people did not expect us to reach our 1st birthday. I would like to see the site looking forward to many more birthdays to come.

We can only achieve this with your help. The are approximately 250 unique accounts, excluding ACs, active on the site each week although not all commenting in stories. We are only looking for 2 volunteers.

If you wish to volunteer please send your email giving your username to admin@soylentnews.org with the word "volunteer" in the subject. All emails will be treated in the strictest confidence. Time is of the essence so please don't delay in contacting us should you wish to volunteer.

UPDATE: 31 Jan 2004: We have the volunteers that we need to create a new company, many thanks to them for stepping forward. However, if you feel that you have something to offer and you wish to volunteer also then please do so.

There is still some preparatory work to be done but I am doing that as quickly as I am able within my current time limitations.

Another point worth noting which may, or may not, be related is that the number of active accounts has gone over the 300 mark for the first time in many months. There are probably many more who are lurking or posting solely as AC.

janrinok

posted by requerdanos on Tuesday January 09 2024, @11:59PM   Printer-friendly
from the still-yet-another-further-meeting-time dept.

Meeting Announcement: The next meeting of the SoylentNews governance committee is scheduled for Wednesday, January 10, 2024 at 21:00 UTC (4pm Eastern) in #governance on SoylentNews IRC. Logs of the meeting will be available afterwards for review, and minutes will be published when complete.

Minutes and agenda, and other governance committee information have a page on the SoylentNews Wiki at: https://wiki.staging.soylentnews.org/wiki/Governance

Expected topics include the formation of a new corporation and the peaceful transfer of assets. Committee members, you don't want to miss this one!

The community, welcome to observe and participate, is also encouraged to attend the meeting.