SoylentNews

The Q&A

• cmn32480 asked: Why have there been no responses to any of the buyout offers that were sent to the shareholders?
• • NCommander responded "Ultimately, the proposal was sent to matt_ and I, and discussed breaking up the shares. As I discussed with you in DM, that ultimately didn't solve the issue in regards to the general ownership problem, but I was agreed to at least using it as a starting point point. I did send it to matt, and got no response, which I did tell you on Discord, there was no follow-up over it, and I didn't talk with matt_ from [before] that discussion until now... communication on the backend has ... well let's just say its a known problem, and one that def. needs a better solution."
• Veyrdite asked, There are lots of opinions about which parts of the org structure are problematic (and I suspect this will get brought up in the meeting), so instead I am curious as to which parts of the org structure work well? What should new aspiring communities potentially copy?
• • NCommander responded in part, "Ultimately, while I was in the role in project manager, I also held the role of president. And I acted as executioner of the communities wishes. There's *a lot of very long posts to that*. However, after I stepped down in 2021 from that role, there essentially became a large disconnect to this. The problems had been building well before that, but the wheels essentially fell off when the business/legal side became detached from the operations/community side of things."
• Veyrdite asked, It sounds like having the org worked at first. Would you suggest other (new) projects do an org the same way, or something different?
• • NCommander answered in part, "For the new org? It needs to be specifically defined who is responsible for who does what. And there needs to be a clear way to change the guard. No one should be stuck in a position they don't want to be, and people need to be replaceable; any of us can be hit by a car tomorrow."
• Veyrdite asked, I have heard "NDA" been mentioned. This seems dissonant for a public site with volunteers. Can you explain what is going on here?
• • Kolie answered, "I approached NC when the shutdown happened. We were discussing the site, its data, etc. I agreed to an NDA to not disclose anything. As an outsider - I was given access to the internals of the data, pbc, etc. The purpose of the NDA was to safeguard the PBC from liability given access to someone outside of everything. It was overly broad, generic NDA. It has since been removed and is not in effect. It was from legal zoom - it's purpose literally for liability and there was no nefarious background being discussed behind it. Everything discussed at that time has since become public."
• Another question from Veyrdite, Are there any other NDAs currently in force in this organisation?
• • Kolie and NCommander both said that they knew of no other NDAs.
• For the final question of the Q&A session, Deucalion asked, What are the next steps? Proposed first step is to contact the suggested committee members to see if a committee can indeed be formed as suggested.
• • The result of the question was discussion among the potential governance committee members about forming the committee.

The governance committee

As of this writing, the governance committee consists of kolie, audioguy, mechanicjay, requerdanos, Deucalion, and Fnord666, with possible other new members added from among staff/editors within the next few days.

Of the committee, kolie says "The committee is to self govern and determine its own fate. I want a call to those who haven't accepted yet to answer - and to those interested to come around. [For] the community to participate in #governance and to work with myself as the chair or committee members to include their input and set up whatever's coming next."

The business of the governance committee will happen in the #governance channel on SoylentNews IRC and in their expected upcoming meta and/or journal posts.

You may have noticed that Soylent News has no ads. How is that possible? It is possible because Soylent News was founded as a community, not a business. Our 'staff' is actually just unpaid members of the larger community, who step up and volunteer their time, because they support the idea of a purely user run news and discussion site. And that staff changes over time, sometimes people just burn out and decide to just go back to being normal members, some find themselves with increasing commitments or medical problems, or any number of other reasons. And its all fine, because others step up from the larger community and take up the tasks. Some later come back as well, when circumstances permit.

Since we have no paid staff, our expenses are pretty low. So others, perhaps without the time to contribute, help provide funds so we can continue to operate. These are members of the community who strongly support the idea of a community run site, free from the kind of corporate influence that has destroyed so many communities over the years.

And for years, this amazing community approach has worked, it has kept the site going. The group has fended off two and a half attempts by corporations or monied interests to destroy it. The first was Dice, for Slashdot. The second was a person who held the name the community had selected hostage for money.

The third...well, we THOUGHT we had fended that one off. It turned out to be a ticking time bomb, as some, including me, had warned about.

Six months ago, that time bomb went off.

At this point in time, all access by admins to our servers has been cut off. ONE person is making all admin decisions.

The editors have just enough access to edit stories.

All decisions are handed down from the top, the two -only- stockholders, and board members, who are the same people as the stockholders.

An outside 'fixer' was called in with no consultation with staff under an agreement we have not seen and which was kept secret, when staff protested.

From the top, there has been talk of adding advertising. Of looking for outside investors.

It needs to be understood that much of what is being presented now is a sham. Elections for 'a' board seat or 'maybe' more? What good is that going to do?

The simple truth is that Soylent PBC is a corporation. The ultimate power resides in the stockholders, not the board. The current two stockholders are there because promises were made that power would -never- be used. The present bylaws actually make it trivial for the stockholders to do that. But now it has been used, and abused.

Until the bylaws are fixed the community is not in ultimate control of Soylent.

Date: Tue, 18 Mar 2014 20:37:45 -0400
From: Michael(NCommander)
To: The List for SoylentNews Staff Members
Subject: [Soylent-staff] On the topic of incorporation ...

The first, and perhaps most important bit is the topic of ownership, who owns the site. Well, the official position is that SN is owned jointly by the staff, and despite Jon's statements, he never legally owned what he sold, and essentially held us hostage. At no time did Jon have any legal basis to what he did, and this view is further compounded by the fact that he willingly stepped down, and then gave (followed by revoking) access to the DNS registrar and other services. What Matt bought from Jon was essentially a lot of hot air, and grounds for him to go off and stop bothering us; this act was neither endorsed by the staff, nor associated with us; it was an action he made of his own free will.

They are acting as if we have a vote for the board of directors. We don't. Here is the what the current bylaws say about this:

"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. Directors need not be stockholders."

There is more, but it all goes the same way - either the stockholders elect the board, or the board itself.

Only stockholders get a vote. In fact, any votes taken with anyone else are, at best, purely advisory. And current actions may be in direct conflict with the actual bylaws.

Show me where they advised everyone of that fact in the current metas?

The original plan in 2014 was that the bylaws would be re-written by the community.

That promise has never been fulfilled.

From: "Matt"
To:
Date: Wed, 19 Mar 2014 20:03:23 -0400
Subject: [Soylent-staff] FW: Plan for setting up a nonprofit for SN - Final
...

Step 4. NCommander coordinates the drafting of bylaws.
Step 5. The foundation's lawyer looks over the draft bylaws.
Step 6. Lawyer-approved draft bylaws are sent to Staff for their consideration.
Step 7. Staff sends lawyer-approved draft bylaws to their own horde of stealth lawyers for approval.
Step 8. Staff-approved draft bylaws go up for a community-wide up/down vote using new incorruptible voting system (coming soon!).
if(vote == fail){goto Step_4;}

It never happened, which is why we are where we are at now.

Until the bylaws are rewritten this is all nonsense, smoke and mirrors.

If you wish to have a say now in how Soylent is run, you must buy your way in.

I and another are trying to do exactly that, with full support of the admin and editorial staff. To restore control of this community back to its original and -rightful- owners, the community itself. You.

The whole sordid story can be read in my proffer, which is exactly as I have submitted it to the Secretary of the Board for consideration in their next meeting, July 31.

Proffer: A Proffer For Soylentnews PBC

With the single exception to this being I have changed the real names to the screen names most are more familiar with here, and in the interest of peoples privacy.

It's all there, folks:

• Greed
• Betrayal
• Broken Promises
• Authoritarian Control
• Secret Meetings
• Secret Contracts
• Lies
• Misrepresentations
• Utter Destruction

Everything we love to hate about the very worst of human nature.

Everyone should read at least the history section of that document. Read the rest to learn my plan. It the ONLY one that guarantees, with a legal and binding contract between all parties, that Soylent is restored FULLY and NOW to community control.

We have only two choices now, if we wish to keep our community together.

1. Somehow convince the board that they are WAY out of line, get them to change course, and restore power back to the community.

It's a small chance, but it IS a chance.

2. We once again start over. With a new domain. Which we CAN do, with your support.

What we badly need right now is for the community's voice to be heard. And loudly. Leave not a shred of doubt that the community wishes to regain control of its own site, and destiny.

Under the present circumstances, I cannot even guarantee this post will remain up. So speak up early.

I still have one of the domains from our original name vote - techmatter.org. If we are completely cut off, I will put some info there about where we are. There is nothing at all there now, the domain is dormant. It's just for emergency use.

-Audioguy

I highly encourage anyone who wants to participate and improve SoylentNews now and in the future to seriously consider pursuing involvement in the PBC as an officer, board member, or committee leader/member. At the very least get in touch with someone who is in such a position and offer them your suggestions.

I believe it is very important for the PBC and Community to discuss and begin to draft items for consideration by the PBC which will formalize the process and delegation of the community involvement and decision-making process. In my mind this takes the form of setting up a community governance committee which I volunteer to chair. This community should be tasked with exploring and proposing the very changes necessary to empower community involvement again.

As I am a member of the PBC I always am acutely aware that ultimately the PBC is beholden to the community of which we serve. To that end rather than I or PBC dictate solutions to the numerous problems we face let’s find a way that we can do so together.

~kolie