Thank you for posting these.
posted by tivalasvegas at 7:19 PM on May 30 [5 favorites]

Thank you.

So I see this:

Three of the Directors shall be elected by the majority vote of the Board (the “Board-Elected Directors”). The remainder of the Board shall be elected by the majority vote of the Members (the “Member-Elected Directors”),

Was not revised or removed. What on earth could be the rationale for this? I want to strongly urge you to remove this from the draft bylaws, and allow 100% of the board to be elected by the members in general.

Otherwise, the membership "points" system isn't a horrible idea, but I doubt it really matters, because it's really easy to meet, and it also excludes lurkers. I also think the six-month user registration before being considered a member is way too long.
posted by Joakim Ziegler at 7:31 PM on May 30 [5 favorites]

Points?
ok. no.
not at all.
nope.
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 7:35 PM on May 30 [9 favorites]

There seem to be very few substantive changes to the current bylaws, other than the addition of the membership section. If there are substantive changes otherwise that aren't obvious, can those be highlighted in the document?

There are some obvious issues:

• Quorum is still set at 25% of members for the annual meeting, this is not practical.
• The points system for determining who is a member does not seem to be supported by folks here based on the thread on the current bylaws.
• The board should not be able to appoint themselves or others, rather the members should be able to vote for the entire board.
• The board should not have the power to strip membership.

Given that these bylaws do not seem to have changed significantly from the original bylaws, despite being apparently in progress for many months, I think it is time to step back from trying to change the bylaws. Let's hold an election immediately via an independent election committee, with commitments from the current board members to appoint those who are elected so we don't have to formalize anything right now. Then the new board can review the bylaws as needed and consult with the community to make changes.
posted by ssg at 7:46 PM on May 30 [27 favorites]

Another voice against the points system. In the election planning thread it was pretty unanimous that just being a user (not a sock) is enough. Did I miss a one person one user account requirement?

The other thing I missed on a quick read is how members are appointed? How does one say "yes I want to be a member" ?
posted by freethefeet at 7:47 PM on May 30 [8 favorites]

Thank you for sharing the current proposed draft! I will review.

For clarity by newcomers who don’t follow Metatalk regularly:
1) can you please update the current adopted bylaws to indicate the date at which they were adopted?
2) can you please update the language at the top of the proposed draft to remove the word “adopted” (or maybe add “proposed for adoption” or “draft”)
posted by samthemander at 7:51 PM on May 30 [4 favorites]

These aren't final, and there's some flexibility in the details, but keep in mind this text has been run through multiple NP volunteers, two lawyers, and involves a lot of technical provisions and requirements, so it's important to make sure everything is on a sound legal footing and works together smoothly without setting things up for gridlock or other problems down the road!

Buddy, we can't even get an election setup and run, and you're already five steps ahead worrying about gridlock in the future.
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 7:54 PM on May 30 [4 favorites]

I find this document very odd. Membership points! Board members selected by the board! 25% of members to have a quorum! Let’s just do elections and have the real board do real bylaws.
posted by snofoam at 8:04 PM on May 30 [13 favorites]

I think that having a small number of directors elected by the board is reasonable because there are parts of running a nonprofit that are not sexy and don’t play well to campaigning for a seat. Sometimes you need someone with specific skills that the general public doesn’t really understand, and being able to bring them onto the board without making them campaign on their spreadsheet formulas or whatever can be useful. Since they would be far outnumbered by member-elected board members, I don’t think this is an unreasonable way to achieve that.

This isn’t unusual btw, many member led organizations have half the directors selected by current ones, and the other half elected by members. It allows for continuity of organization’s mission while bringing in new perspectives and the will of the people. This is heavily skewed towards giving members power, because the board-selected directors max at 3, but member-selected max at 9. So any board-selected directors will be in the minority, and I believe can be voted off by the rest of the board if they aren’t working out, but my meds are kicking in now so I am starting to glaze over the document.

I agree the point system should go. If we want some kind of limit, I think “anyone who has logged in in the past year” should be sufficient. That tracks with other nonprofits that use “anyone who has attended one of our events in the past year” as eligibility criteria. While this does exclude people who left more than a year ago from this election (assuming they don’t login before whatever cutoff dates), they would be able to easily participate in next year’s election. But honestly, would be fine with the basic “any Metafilter account” right now.

Any amendment of these Bylaws shall be subject to a veto of the Members, which may be noticed in the same manner as a Special Meeting convened in the same manner as II.7, supra. A 2/3 vote of a quorum of Members shall be required to veto an amendment to the Bylaws by the Board.

I like this a lot, though as mentioned we will maybe need to rework what quorum means. But members being able to veto changes is important.
posted by brook horse at 8:18 PM on May 30 [36 favorites]

Yes to brook horse. And besides using the appointed seats for particular skills, those appointments could also be used for demographic or geographic diversity.
posted by NotLost at 8:23 PM on May 30 [3 favorites]

brook horse: "Since they would be far outnumbered by member-elected board members"

This is in no way a given, since the bylaws state that the board can have anything from 3 to 12 seats in total. It's entirely possible, by these bylaws, for the board to appoint three people and then just not have any more, as I read it. At the very least, they should be amended so that the member-elected directors are a 2/3 majority by themselves, that is, the board needs to have at least 9 members.
posted by Joakim Ziegler at 8:28 PM on May 30 [6 favorites]

I've got to agree, the points system seems unnecessarily restrictive and I'm not sure what the goal would be to restrict somebody from being a member.

I'm not very good at understanding these things because they're so wordy. I realize that making things as legally airtight as possible is one of the reasons why there's so many words in bylaws but I sure would love it there was some sort of unofficial Cole's notes for those of us who aren't fluent in bylaw language.
posted by ashbury at 8:28 PM on May 30 [2 favorites]

I think the board could appoint three people, and then the phrasing is that the members elect the rest: so if the members don’t elect anyone, yes, that could happen, but I don’t see a mechanism for board members to prevent members electing more members until they hit the limit. But truly getting off. now because the z-drug hits,
good luck all 🫡
posted by brook horse at 8:34 PM on May 30

snofoam: "I find this document very odd. Membership points! Board members selected by the board! 25% of members to have a quorum! Let’s just do elections and have the real board do real bylaws."

This is the reasoning " keep in mind this text has been run through multiple NP volunteers, two lawyers, and involves a lot of technical provisions and requirements"
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 8:37 PM on May 30 [1 favorite]

I think part of the concern is about unelected board reps getting to choose any of the new board members.

Instead, could the newly elected board be allowed to appoint up to 3 people (to cover whatever nonprofit expertise is missing from their elected number?)
posted by nat at 8:37 PM on May 30 [12 favorites]

Elegant solution from nat!
posted by NotLost at 8:58 PM on May 30 [1 favorite]

Regarding the ability of the current Board to elect three new Board members, there is a legitimate interest that is served by this practice, to make sure that the new Board has identified competencies represented, as brook horse has mentioned. (The new Board might not have clear insight into what competencies are the most needed to carry forward, since they might not have been involved in the most critical discussions to date.)

However, in this case, it needs to be weighed alongside the provision that permits the Board to remove a Director only with a 2/3 vote of the Board. Which means that, if the new Board is less than 9, then the interim Board could — hypothetically — elect themselves to the new Board and stymie any Board attempt to remove one or more of them should it — again, hypothetically — become advisable to do so. Even with a Board of 9, this would require unanimity among the member-elected 6 in order to remove one of the Board-elected 3. Which seems to be an unrealistically high bar.

I might instead propose a board of 7, in which the interim Board gets to elect 1. This enables the interim Board to have the opportunity to ensure that some critical competency and continuity is provided on the new Board, if needed. But it doesn’t give the interim Board a large voting bloc on the new Board. (1/3 of a Board is a large bloc, in my experience.) And it doesn’t give them practically perpetual rights to Board membership.

A 2/3 vote would require 5 of 7 Board members to vote another member off of the Board, which is still a high bar, but not practically unattainable.
posted by darkstar at 9:03 PM on May 30 [4 favorites]

The above having been said, it is certainly within the prerogative of the interim Board members (or anyone else) — upon seeing the slate of candidates — to remark upon which competencies are especially needed and which candidates might have them. The voting membership can take that feedback into consideration or ignore it, as they consider for whom to cast their votes.
posted by darkstar at 9:12 PM on May 30 [1 favorite]

First, a couple substantive comments:

I think these bylaws might be granting too much individual discretion to the President. For instance, it sounds like if the foundation were to hire an ED, the President could fire the ED at any time at their sole discretion. Same for individual mods, assuming the foundation continues to have a staff of paid mods: the President could, at their own whim, fire any of them. (This is in section IV.6.)

I also personally think that maintaining metafilter.com as an ongoing public forum website should be enshrined somewhere as something that requires more than a mere majority of the board to circumvent. It's the reason for doing any of this work, after all.


And then some typos, since I can't help myself:

III.4 "which may be described in a separate policy by the Board, by the Board at a meeting called for that purpose" -- superfluously doubled "by the Board"

III.8 "If the Secretary shall neglect to issue such call within seven (7) of its delivery" -- missing word: "days."

III.11 "by means of which all persons participating in such meeting______can communicate with each other" -- Something weird's going on with those six underscored blank spaces.
posted by nobody at 9:32 PM on May 30 [4 favorites]

922257033c4a0f3cecdbd819a46d626999d1af4a: "snofoam: "I find this document very odd. Membership points! Board members selected by the board! 25% of members to have a quorum! Let’s just do elections and have the real board do real bylaws."

This is the reasoning " keep in mind this text has been run through multiple NP volunteers, two lawyers, and involves a lot of technical provisions and requirements""

Maybe the lawyers and “NP volunteers” (?) would also like the doc if it was updated with the more commonly desired suggestions from the community. It’s worth asking. And there’s no better crowd to give a highly technical document to than a bunch of cranky MeFites :)
posted by Vatnesine at 10:06 PM on May 30

This is in no way a given, since the bylaws state that the board can have anything from 3 to 12 seats in total

Finding it hard to believe at the moment that there will be more than twelve candidates for the board.
posted by atoxyl at 10:07 PM on May 30 [1 favorite]

Oh now now, that thread was posted at nighttime on a Friday and you know any respectable prospect for future Metafilter volunteer is out right now living their full life.
posted by phunniemee at 10:09 PM on May 30 [4 favorites]

Another voice against the points system. In the election planning thread it was pretty unanimous that just being a user (not a sock) is enough

Requiring nonzero activity seems fine but the points system just seems like a pointless complication.
posted by atoxyl at 10:11 PM on May 30 [4 favorites]

Yeah posting the call for candidates on a Friday night wasn't ideal, which is why it is important that Brandon or one of the other mods follow up on this comment suggesting they'd be happy to add a link to a call for candidates to declare to the sidebar, banner and all of the subsites.

I'll send an email via the contact form now.
posted by mediareport at 10:13 PM on May 30 [1 favorite]

Also, this particular interim unelected board has absolutely not earned the right to appoint any members to a new board.
posted by mediareport at 10:14 PM on May 30 [4 favorites]

These aren't final, and there's some flexibility in the details, but keep in mind this text has been run through multiple NP volunteers, two lawyers, and involves a lot of technical provisions and requirements

Has the foundation paid lawyers to review these changes to the bylaws, before checking if the bylaws make sense to the members of the site?
posted by ssg at 10:16 PM on May 30 [6 favorites]

brook horse, I don't know much about nonprofits so this is a genuine question. Why does bringing in people with specific capabilities require making them board members? Why can they not act as consultants to the board (like these lawyers and "NP volunteers", or the anonymous community member who apparently/supposedly helped the board with the financial info), or project leaders (like Kybard and warriorqueen are/were)?

I can see some advantages to such people being official board members - for example, anonymous contributions can be helpful but also potentially problematic, especially in cases where the assistance doesn't seem to have led to good results as in the case of the apparently still-fucked-up financials. On the other hand, those don't seem like particularly large advantages; making contributors board members isn't the only way of providing them; and it's not like "campaigning" for the board involves much more than making a statement describing why you should be on the board.

What are the reasons that appointing such people as board members without election makes more sense than the alternatives (for Metafilter specifically, not nonprofits in general)?

Has the foundation paid lawyers to review these changes to the bylaws, before checking if the bylaws make sense to the members of the site?

Part of what concerns me is that the current board, like the leadership before it, has been operating with a mentality that does not put "community-led" first. (Honestly it feels like it puts it in a disused cabinet in the cellar.) I would like to see the actual decision-making leadership of Metafilter have a clearly "the community leads / we're here to represent the community" orientation, and having the board appoint people without the community having a say in it, and where these people might not have any interaction or familiarity with the community or any history thereof, or any sense of accountability to them, seems like a step in the opposite direction.
posted by trig at 1:49 AM on May 31 [8 favorites]

posted at nighttime on a Friday

This, like every other part of our timeline, was completely the board's choice, so I hope they participate here over the weekend like responsible community members, without grumbling and frustration.

(I will be shocked if anyone but Rhaomi says boo, and absolutely floored if boo is said without paternalism and resentment.)
posted by trig at 1:53 AM on May 31 [5 favorites]

SSG: Let's hold an election immediately via an independent election committee, with commitments from the current board members to appoint those who are elected so we don't have to formalize anything right now.

Yes this 100% this. Is there any reason not to proceed in this way? It sounds like the current bylaws can accommodate this if the current board agree to make it work.
posted by Pre-Taped Call In Show at 2:22 AM on May 31 [3 favorites]

I think you normally want a lawyer on the board so you are not paying a bazillion dollars an hour for legal advice every time you need it. Per the MeTa containing brief bios of the interim board, 1adam12 is one. I would imagine he is providing his expertise as part of his “time, talent, and treasure” that board members are meant to share with their nonprofits but I guess I don’t know for sure.
posted by eirias at 2:39 AM on May 31 [5 favorites]

Hmm, I was under the impression that the board has been paying for legal advice.
posted by trig at 3:40 AM on May 31 [2 favorites]

Can't both be true? A generalist and a specialist?
posted by NotLost at 4:29 AM on May 31 [2 favorites]

for those of us who aren't fluent in bylaw language

"(the “Specific Purpose”) is to educate the public on the importance of community-oriented, human-moderated internet spaces for thoughtful discussion and meaningful connection"
posted by HearHere at 4:43 AM on May 31

"(the “Specific Purpose”) is to educate the public ...

But we don't do that.
posted by NotLost at 4:46 AM on May 31 [1 favorite]

🙂
posted by HearHere at 4:55 AM on May 31 [1 favorite]

The interim board had a lot of bonus time to ensure continuity and be an outstanding influence on the future of the site, through the delays to the formation of the actual board. So don't let them populate the first board with their picks too.

I would argue they chose to spend that capital in a different way, and that is fine. But I don't know if your site can afford to wait for the board after the board and it looks like this is where it's going.
posted by Ashenmote at 5:40 AM on May 31 [4 favorites]

What are the reasons that appointing such people as board members without election makes more sense than the alternatives (for Metafilter specifically, not nonprofits in general)?

Board membership places a certain amount of responsibility that general volunteering does not, and it gives the ability to comment and discuss during board votes. The way board activities are structured, particularly without an ED to run day to day operations through, it makes more sense for people to be part of the board if they are going to be expected to play a significant role in advancing the mission and vision of the organization. There are also some positions we are required to fill, like Secretary, that are simply not sexy to campaign on (okay, there may be a unique exception for Metafilter at this present moment in time, but the point still stands). If we elect everyone and then no one is reliably able to take and post meeting minutes, we’re in trouble. Beyond that role, though, there’s just like… the people that are really good at ordinance and nonprofit compliance stuff (and you really need to have at least one person like this on any Board) do not tend to be the people that are good at pitching themselves to the public, and relying on them being able to do that well enough to get enough votes just puts Metafilter in a precarious position where every year we risk finding ourselves with no one with that expertise because of how the votes fell.

I don’t think it’s necessary to make every single role with any power whatsoever an elected one to achieve the goal of it being a member-driven organization. Changing some of the requirements around to make it easier to remove an unelected position totally makes sense, but having a small amount of unelected positions on the Board gives room for various kinds of sorely needed expertise while leaving members still entirely in charge due to numbers and ability to override their decisions—unless there aren’t enough candidates, in which case there’s a different conversation to be had about if the community does want to be a member-driven organization, and what to do if that’s not the case; but I’ll leave that discussion for later.
posted by brook horse at 5:44 AM on May 31 [12 favorites]

I get that there is no trust in the current board right now—I’m talking about how Metafilter operates going forward, not necessarily the specific people in charge right now. If the board were willing to tell us who they plan to elect, that might give us an idea of what they’re thinking and whether that’s acceptable to the community, and actually would be very good for us to take into consideration before elections. If we, say, are going to have three lawyers on the board already, then we might not be as interested in electing someone who runs on their expertise as a lawyer… but if there are no lawyers, then we would. So that seems like something that should be announced prior to an election, and probably actually in the future prior to the call for candidates too so we know what expertise we are missing and someone might step up that otherwise wouldn’t have.
posted by brook horse at 5:51 AM on May 31 [8 favorites]

I think it would be really helpful (for people who don't follow Metatalk religiously) if there was a brief overview of what the responsibilities of board members are in general, what are the critical issues facing upcoming board members of Metafilter (including the fact that the actual role of the board versus staff and volunteers remains to be established), what the current budget situation is (cash on hand, average monthly income and expenditure) and what kind of specific skills might be useful to have on a board.

There might be lots of people who would be great candidates but who would bounce off this message as it stands because it's effectively a content-less job description.
posted by quacks like a duck at 5:54 AM on May 31 [13 favorites]

To clarify: I'm perfectly happy with measures that stabilize the boards once they are formed, but I see no good reason to extend these measures backwards into the Dark Age before any vote took place.
posted by Ashenmote at 5:54 AM on May 31 [1 favorite]

I second quacks like a duck’s suggestion.

Ashenmote, I think that’s another good reason for the board to announce who they plan to elect. Then we can see if there’s a good reason for it or not, and adjust accordingly.
posted by brook horse at 6:03 AM on May 31 [2 favorites]

darkstar: "Regarding the ability of the current Board to elect three new Board members, there is a legitimate interest that is served by this practice, to make sure that the new Board has identified competencies represented."

Can these competencies be identified in this thread?
posted by Vatnesine at 6:30 AM on May 31 [3 favorites]

The board added a couple of sentences at the end of Article VIII, AMENDMENT OF BYLAWS:

Amendments. These Bylaws may be altered, amended, supplemented, or repealed by the 2/3 majority vote of the Board provided that notice of the meeting contains a statement of the purpose of the meeting. Any amendment of these Bylaws shall be subject to a veto of the Members, which may be noticed in the same manner as a Special Meeting convened in the same manner as II.7, supra. A 2/3 vote of a quorum of Members shall be required to veto an amendment to the Bylaws by the Board.

So...in addition to keeping the process of amending the bylaws solely in the hands of the three interim unelected board members, these new revised bylaws have *added* the ability for any 2 of those members to veto any amendment of the bylaws. So any two of Rhaomi, 1adam12 and Gorgik, who, remember, are defined as the only members right now, can veto any amendment.

This whole process of solidifying a set of highly questionable bylaws (while hiding highly questionable financial documents) without giving the larger MetaFilter community any meaningful input and now only "some flexibility in the details" as a treat, because, you see, it "involves a lot of technical provisions and requirements" that two still-unnamed lawyers have apparently declared necessary, has been controlling, secretive and top-down - the exact opposite of the direction the site is supposed to be going in.
posted by mediareport at 7:01 AM on May 31 [3 favorites]

For instance, this part cracks me up:

Nothing contained herein shall prevent any Director from being elected to any number of successive terms nor shall anything contained herein prevent any Director from nominating themselves as a successor Director and voting for themselves as a successor Director.

Is there really any compelling reason to allow Board members for a community site like MeFi to nominate themselves for further Board seats?
posted by mediareport at 7:06 AM on May 31

mediareport: "Is there really any compelling reason to allow Board members for a community site like MeFi to nominate themselves for further Board seats?"

That just means that board members can have successive terms and are able to nominate themselves and allowed to vote for themselves (which makes sense, because they're also voting members). It's not additional seats, it's additional terms.
posted by lapis at 7:19 AM on May 31 [6 favorites]

My edits to Brandon's suggestion above for text to be posted to the various subsites asking for folks interested in declaring candidacy:

Hi, all. Metafilter is electing a new Board to run the site and replace its Interim Board.

Currently we have a three member Board, but the new Bylaws being discussed and amended here include a possible range of 3-12 members. While we're figuring exact details (like the process for holding an election being discussed here), it would be helpful to know how many MeFites are interested in running for a seat on this new board. If that interests you, please declare your intentions in this MetaTalk thread. Note: declaring interest is not a commitment to serve on the Board.

I think this is more concise and more honest, not least because this:

Brief reminder that MetaFilter is a community run site

is clearly not yet true.
posted by mediareport at 7:22 AM on May 31 [3 favorites]

It's not additional seats, it's additional terms.

I got that, lapis, and sure, no objection to anyone voting for themselves, but it's the nominating themselves that should be eliminated. No need for that. ETA: "No board member can nominate themselves for a board seat" is perfectly reasonable.
posted by mediareport at 7:26 AM on May 31

Can these competencies be identified in this thread?

fiduciary duty
posted by HearHere at 7:36 AM on May 31 [1 favorite]

mediareport: "My edits to Brandon's suggestion above for text to be posted to the various subsites asking for folks interested in declaring candidacy"

Posts made to main page, Ask, and FF!
posted by Brandon Blatcher (staff) at 7:37 AM on May 31 [2 favorites]

"No board member can nominate themselves for a board seat" is perfectly reasonable.

Yeah I just don't understand that. It sounds like you want Board members to not be able to run, because by announcing that they're willing to serve another term, that would be nominating themselves. Are we using different definitions of "nominate"?
posted by restless_nomad (retired) at 7:43 AM on May 31 [6 favorites]

A lot of this is typical practice language. Board members can usually nominate themselves because in most organizations people are not this invested in the board member selection process. We can totally talk about making those changes for Metafilter’s specific situation, but this isn’t wildly out of standard practice or anything like that.

So any two of Rhaomi, 1adam12 and Gorgik, who, remember, are defined as the only members right now

That isn’t true of this draft. If these bylaws went into effect they would no longer be the only members.
posted by brook horse at 7:43 AM on May 31 [11 favorites]

Are we using different definitions of "nominate"?

Do we actually need nomination language at all? No one in the call for candidates is nominated, for example, at least in the way I think is being described here? Maybe we just remove that part entirely.
posted by brook horse at 7:45 AM on May 31 [5 favorites]

Every board is supposed to have a lawyer. Every board also needs someone who understands money. This may be multiple someones, someone who understands investing and someone who understands nonprofit fundraising/courting donors, maybe. Some other competencies will be mission specific. I assume that both the interim board and the transition team already spent a lot of time thinking about this and I agree that it would be super helpful for them to weigh in on what these are and whether, indeed, the semi-self-perpetuating structure they have proposed is intended to solve this problem.

I sit on a self perpetuating board and from this vantage point I can see what a complete cluster it would be not to have our disciplinary experts. My own expertise is nice-to-have, but not as critical as the money people and the law people. If we were elected, 1) I expect turnout would be very small in normal years, judging by the approximately 0% of stakeholders that show up to our open meetings, and 2) I expect turnout would be large but the voting unpredictable and emotionally-driven in a crisis. The first situation might be okay where getting the right experts was concerned because the few people that cared would probably know enough to put a lawyer etc in. The second situation could be kind of a shit show. And I think we at Metafilter are in the second situation now. Of course it is no help to have an unskilled, uninvested, or malicious lawyer on the board either. I am very curious how other small, member-focused organizations like churches ensure their own stability in this regard while remaining true to their members. Maybe someone here can speak up? Is it SparkyButtons that has this experience?
posted by eirias at 7:51 AM on May 31 [10 favorites]

My religious organization has a 12-ish member board (we're flexible) who are entirely community-elected. Same for my past UU church. There were no particular provisions for needing a lawyer seat or an accountant seat or whatever. The UU church did have a nominating committee, though it may not have been called that, who solicited people to run, though, and I think pre-vetted candidates in some way. My current organization does not. We do have things like a finance committee, which by definition attracts people who like to, and presumably have skills in, auditing the books, and a communications committee, which by definition attracts people who like to write and edit newsletters and such. Those committee members are chaired by the appropriate board officer (Treasurer, Communications Officer) but contain a mix of board and non-board members.
posted by lapis at 7:59 AM on May 31 [7 favorites]

Also, our board meetings are open to all members to attend (though non-board members can't vote) and we often get volunteers for projects that way. If agendas are published in advance, people can see if there's an item that interests them so they're alerted to attend. It obviously also helps with the trust and transparency piece. We don't get a ton of non-board attendance, but even a smattering of members is nice. That also allows them to see how the board works and kind of passively develop the skills and knowledge if they want to run for the next time (which is mostly how I ended up on the board -- I was regularly attending meetings anyway because I was interested in how things were decided, and after a while I really wanted to have a vote, too).
posted by lapis at 8:03 AM on May 31 [8 favorites]

Thanks lapis, exactly the kind of info I was looking for. Is your church part of a parent org you can go to if someone sues you?

My own history as a board member is very like yours. I started attending meetings during a crisis because I wanted a heads up if the org was really at risk (we weathered it fine). I actually do not think meetings were open before I pointedly asked if they were open. After two years of attending and learning, I got nominated. I notice that these draft bylaws suggest that the board meetings are open in that there is a provision for closing them as needed (this is appropriate, if a staff member is in crisis we do not all need to know the details) but I do not think it specifies a notice period to all Members for Board meetings — just a notice period to the Board itself. I propose that we add a notice period for Members.
posted by eirias at 8:21 AM on May 31 [3 favorites]

It sounds like you want Board members to not be able to run

At this point I'd be happy if they announced they intended to run, and consider themselves as needing to run. But yeah, brook horse has it: there's really no nomination process involved, so no need for that language at all.

At every step in this process, starting from the initial bylaws the IUB refused to let us see for far too long, the IUB has reserved to itself new powers without any discussion or input. That process has continued with these new top-down revisions. I'm actually surprised, restless_nomad, that you've not been calling this kind of thing out more vocally.
posted by mediareport at 9:26 AM on May 31 [1 favorite]

Every board is supposed to have a lawyer. Every board also needs someone who understands money.

It's definitely good to have someone who understands money, but I don't think every board needs a lawyer, by any stretch. It can be nice to have one in some cases, but it is not something that is required at all.

The foundation is a very small non-profit with an annual budget of about a quarter of a million dollars. There are many similar non-profits out there (and much bigger ones) that get along just fine without a lawyer on their board.

If someone is a lawyer and wants to run for the board, they can let members know that and I'm sure there are a lot of people who would vote for them on that basis (just as they would for someone who has accounting experience, has worked at non-profits or has AWS experience). We don't need to have some special mechanism to handle this.
posted by ssg at 9:29 AM on May 31 [6 favorites]

I'm actually surprised, restless_nomad, that you've not been calling this kind of thing out more vocally.

Nah, most of these things are entirely normal for nonprofit boards. The election part is actually the weird part and I'm not at all sure I can visualize what an ideal outcome looks like.
posted by restless_nomad (retired) at 10:21 AM on May 31 [7 favorites]

eirias: "Thanks lapis, exactly the kind of info I was looking for. Is your church part of a parent org you can go to if someone sues you?"

Nope. We're a pagan group, registered as a church with the IRS, but not part of any larger organization. We did the paperwork ourselves. Presumably we'd hire a lawyer if someone sued us.
posted by lapis at 10:59 AM on May 31 [2 favorites]

eirias: "Thanks lapis, exactly the kind of info I was looking for. Is your church part of a parent org you can go to if someone sues you?"

Nope. We're a pagan group, registered as a church with the IRS, but not part of any larger organization. We did the paperwork ourselves. Presumably we'd hire a lawyer if someone sued us.

mediareport: "It sounds like you want Board members to not be able to run

At this point I'd be happy if they announced they intended to run, and consider themselves as needing to run. But yeah, brook horse has it: there's really no nomination process involved, so no need for that language at all."

A user saying "I plan on running" is nominating themself. The language is saying current board members can do that, rather than waiting for someone else to say, "I nominate Current Board Member to run."

There has to be some mechanism for candidates to let people know they're running. That's a nomination, and generally a self-nomination. I don't understand how an election would work otherwise.
posted by lapis at 11:03 AM on May 31 [4 favorites]

I am going to stop trying to use the quote button on my phone because apparently I cannot manage it appropriately.
posted by lapis at 11:11 AM on May 31 [2 favorites]

The issue with the wording in the bylaws about board members nominating themselves is that it uses the term "successor Director" without it being clear what that term refers to. Does this mean a board member can nominate themselves and vote as part of the board for themselves as a "Board-Elected Director", i.e. they can use their position on the board to elect themselves to continue on the board? That's what I think the intent is, but it isn't entirely clear. It could also just mean that they can run to be elected by the membership again (though in that case, I don't think it needs to be specified in the bylaws as you'd just assume they could do so, which is why I think the first interpretation is the right one).

This is the sentence in question:
Nothing contained herein shall prevent any Director from being elected to any number of successive terms nor shall anything contained herein prevent any Director from nominating themselves as a successor Director and voting for themselves as a successor Director.

In any case, the board should clarify their intent here, so we know what we are talking about and then the eventual bylaws will need to be adjusted to be clear.
posted by ssg at 12:29 PM on May 31 [1 favorite]

I also hadn't realized that the new draft gives the board continued power to appoint three seats. The current bylaws say that's true only for the interim board for the first election, which makes some sense to me, or at least didn't seem to be enough of a big deal to block things in my mind. This draft changes that to an ongoing process, and so increases my discomfort with that idea.
posted by lapis at 1:52 PM on May 31 [2 favorites]

It has mostly been addressed above, but these are some of the more common/pertinent skillsets you might be interested in having on the Board:

1. Legal and regulatory compliance
2. Finance and accounting
3. Technology specific to the entity’s operations
4. Outreach and development (i.e. fund raising and government/community relations)
5. Industry-specific knowledge and expertise
6. HR if you hire staff
…and a few others…

As has been mentioned, you don’t necessarily need these skill sets on the Board. You can definitely pull in these competencies through Advisory Boards/Committees or hiring consultants. But if the entity is going through a major transition that will require considerable engagement in one or more of these functional areas, it can be helpful to have a Board member with that expertise.

This doesn’t get into all of the other executive knowledge, skills and attitudes you would be looking for, of course.
posted by darkstar at 2:02 PM on May 31 [3 favorites]

can anyone clarify this pertaining to the 6th month requirement....

"Article IX MEMBERSHIP REQUIREMENTS
The members of the Corporation are individuals who (i) meet the requirements set forth
below, and (ii) are listed as members in the records and books of the Corporation.
Members need not be residents or citizens of the United States and may be
pseudonymous, but must be over the age of 18 to vote in any matter pursuant to Article
II of these Bylaws. As of the date that these Bylaws are adopted, the members of the
Corporation are the Directors.
VII.1 Eligibility. Natural persons are eligible for membership in the Corporation
upon meeting the following criteria:
a) Registration as a user on the website metafilter.com for at
least six continuous months prior to their date of admission
as Members..."

... and as it pertains to

c)The six-month requirement may cover MetaFilter Website users whose user name changes, based on approval by staff.
or the board of directors.
posted by clavdivs at 2:58 PM on May 31 [2 favorites]

my interpolation is that one must be a member of metafilter for 6 months before becoming a member of the corporation qua the board of directors.

section c covers those members who joined in that 6-month period and changed their username for example, three months into the six months, member has notified the board or staff of this and have received some sort of answer.
posted by clavdivs at 4:47 PM on May 31

post edit.
this really does need clarification because I see a potential issue already.
posted by clavdivs at 4:49 PM on May 31

I don't remember where, but there has been some talk of a higher level of requirement for candidates than for voters. If you agree with this, favorite this comment and please elaborate.
posted by NotLost at 7:21 PM on May 31 [6 favorites]

I don't remember where, but there has been some talk of a higher level of requirement for candidates than for voters. If you do not agree with this, favorite this comment.
posted by NotLost at 7:21 PM on May 31 [8 favorites]

how can I discern the two when I don't have proper criteria to make such a decision. talk may encompass what others have said about the bylaws but what in specificity do the bylaws require concerning these higher requirements.
posted by clavdivs at 7:27 PM on May 31

I'm fine with requiring candidates to have had user accounts for at least six months. I think voting members should just need to be registered with an account in the least amount of time possible to make the voting logistically possible.
posted by lapis at 8:04 PM on May 31 [1 favorite]

"No board member can nominate themselves for a board seat" is perfectly reasonable.

I understand the lack of trust happening here, but in my experience that's sort of a normal board thing. For the org I was involved with a person would be asked at the end of their term if they were interested in another. If they said yes, they would need to be nominated, but it was a formality to comply with bylaws/procedures. If Board Member Brad's coming to the end of their term, what's the big deal if they choose to stand for election again? If Brad has done such a bad job that no one was going to nominate them, odds are no one's going to vote for them either. I suppose Brad could do a shitty job, nominate themself, run unopposed, and win by acclamation, but if such a poor candidate is running unopposed either the job their doing can't be that bad or the community gets what they deserve.
posted by Alvy Ampersand at 1:26 AM on June 1 [6 favorites]

I'm a bit concerned, knowing the pace of things at Metafilter, about yearly terms. I think overlapping two or three year terms would give some stability to the board.
posted by freethefeet at 3:39 AM on June 1 [6 favorites]

how can I discern the two when I don't have proper criteria to make such a decision. talk may encompass what others have said about the bylaws but what in specificity do the bylaws require concerning these higher requirements.

Any such higher requirements should be discussed here.

My reading of the current bylaws is that:
* They don't directly address this.
* The only actual current members are the current board of directors -- Rhaomi, 1Adam12, and Gorgik.
* The requirements for candidates are not addressed.
* They don't explicitly state whether there are any requirements for candidates.

The draft bylaws explicitly state that board members would not be required to be members. This was my suggestion, although I realize that could be less community-driven. My rationale was that it could give valuable expertise or other background. For example, we could add a person well connected with donors or familiar with organizations similar to ours.
posted by NotLost at 4:23 AM on June 1 [2 favorites]

There are important qualifications to being a board member that we can’t easily put in the bylaws in a meaningful way, but I want to mention them here (so that I don’t succumb to temptation to derailing the candidate thread). Board members need to be able to put the specifics of their own history with the org aside when dealing with emergent challenges. They need to be able to cooperate with others, even when they disagree with the majority, and not descend into factional battles in public settings. They need to have a sense of when other people are the experts, of when it is time for them to listen vs talk. When it comes time to vote, those are the kinds of traits I’m going to be looking for.
posted by eirias at 5:22 AM on June 1 [15 favorites]

And to know, when someone addresses them in a way they find rude, to look beyond that and really listen to the actual issues the person is raising.
posted by trig at 5:55 AM on June 1 [9 favorites]

If the points system is kept, this phrasing might need adjusting:

"One point is earned for all other interactions on metafilter.com"

I'm guessing that this means "One point is earned for each other interaction on metafilter.com," because as it is, it sounds like if you posted, for example, 1 front page post and 999 comments, you'd still only have 6 points (5 points for the FPP and then "1 point for all other interactions").
posted by Bugbread at 6:15 AM on June 1 [2 favorites]

I believe the general consensus has been not to have a points system and to allow anyone eligible to vote to stand as a candidate for the Board. Happy to be corrected if there is not consensus there.
posted by tivalasvegas at 6:54 AM on June 1 [6 favorites]

RE membership: if you want to encourage folks who have buttoned to come back to participate in the community through the election of the new Board, then having a closed account in the six month leading up to the election would have to be addressed.

I buttoned in late ‘24 to get some emotional distance from the site — it worked! — and re-engaged as it looked like the Board election might actually happen. With the current wording of the draft Bylaws, I think I would not be eligible to be considered a “member” of MeFi, and thus ineligible to vote or stand for election.

If that’s the ultimate determination, I’m personally okay with that — emotional distance FTW! — but just mentioning it in case anyone thought the election itself might be an enticement to now-buttoned members. (Presumably my membership would “re-validate” within six months, so I’d be able to vote in the next election, anyway.)
posted by darkstar at 7:29 AM on June 1 [8 favorites]

If I'm reading it right, the intent is that having a Metafilter account with sufficient activity automatically means the owner of that account is a member, and closing that account starts a 30-day timer that revokes that membership. I feel like coming at it from this way is a much more confusing way to explain it, and doesn't really cover a lot of possibilities (like, if you close one of your Metafilter accounts, does that start the timer?) as having the membership be something people have to affirmatively enroll for with the criteria being ownership of an open account in good standing.
posted by restless_nomad (retired) at 7:56 AM on June 1 [3 favorites]

Just in case there isn’t enough consensus about it, I’d like to add another vote for “everyone with an active account is a member and can vote”. The points system doesn’t add enough value to justify disenfranchising quiet people.
posted by Vatnesine at 8:18 AM on June 1 [7 favorites]

It's just going to lead to pre-election open threads where everyone who wants to vote posts twenty comments.
posted by restless_nomad (retired) at 8:21 AM on June 1 [6 favorites]

I think no comments on MeTa, outside possibly the board, have favored the points idea.
posted by NotLost at 8:22 AM on June 1 [3 favorites]

I agree, these bylaws are very strange. I've been on several Boards before and reviewed a lot of bylaws, and these are weirdly complex. I also agree that the 3 Board members appointed by the elected Board members is a bad choice.

I think that having a small number of directors elected by the board is reasonable because there are parts of running a nonprofit that are not sexy and don’t play well to campaigning for a seat.

This is why you had advisory roles and officers. The only reason to have a small number of directors elected by the Board is to consolidate power.
posted by Toddles at 8:47 AM on June 1 [6 favorites]

Does anyone happen to know of a nonprofit with an elected board with publicly-available bylaws that we could look at for comparison? None of my experience with nonprofits has involved elections and the experience I do have just... doesn't translate at all. (We spend a fair amount of effort begging, wheedling, and bribing-with-baked-goods people to please please join the board, instead.)
posted by restless_nomad (retired) at 8:52 AM on June 1 [2 favorites]

Here's one set of bylaws. And another. These are political groups. I'm not sure whether they are actually nonprofits, but they might still be informative.

The first set was initially drawn up by myself and two lawyers. I helped revise it also. I don't know the origin of the second set, but I was also involved in the revision.
posted by NotLost at 9:28 AM on June 1 [1 favorite]

This is why you had advisory roles and officers. The only reason to have a small number of directors elected by the Board is to consolidate power.

Yes but as far as I understand it (maybe this varies by state? I haven’t looked at Delaware for this yet) you are required to have a secretary and a treasurer, and chairs for each committee. Even under a three committee structure, that means you need to have a governance, an internal affairs, and an external affairs chair. People who are very good at governance are not usually also the favorites in any race. Leaving it entirely to a vote would mean, perhaps, you get all people who are really good at one skill—because it’s the most popular one—and then they find themselves with no one who has the rest of the skills they need to fill the functions that are required of the board.

Actually hang on, this is so easily solved—instead of having the outgoing board select these people, have the incoming board do it. Once they know the composition of the board, they can fill in any missing gaps by picking up an extra three folks who have the skills they need (which is absolutely a reason to do this that has nothing to do with consolidating power). I assume that people who elected them would trust them to make such a selection.
posted by brook horse at 9:39 AM on June 1 [11 favorites]

Here are the Park Slope Food Coop bylaws. We have about 16,000 members, a board of 6 (5 elected to 3 years terms), and a variety of officers and committees.
posted by casaubon at 9:45 AM on June 1 [1 favorite]

Like for example I would not want to be on a board without confirmation there is also someone on the board who can understand and manage finances, from a legal responsibility standpoint. Having someone in an advisory role would not be enough for me. And if 100% of the roles are elected, I could find myself elected to a board with no one with that background, with no recourse for adding anyone with that background to the board for another year. I would step down immediately from such a board, or rather simply not run at all because of that concern. But if there were the option to add a small number of people to the board, regardless of how the chips fell, it’s less of a concern.
posted by brook horse at 9:46 AM on June 1 [6 favorites]

For the board I'm on, the board is fully member-elected, and officers are elected by the board. Officers don't, however, have to be board members (though they do need to be members of the org). If we needed a treasurer and no one on the board had that experience, we could encourage someone from the general membership to run and then elect that person. Right now all the officers are board members, but the last term at least one of them was not.
posted by lapis at 10:02 AM on June 1 [2 favorites]

I don't understand having any officers who aren't board members. Haven't heard of that before and am unsure how it would operate, etc.
posted by NotLost at 10:04 AM on June 1 [3 favorites]

Hmm, okay. I've only been in orgs where the officers are board members but totally fine with non-board officers at least conceptually. Would have to research more on the practicalities though.

Can you just call an election for another board member at any time? If that's the case then that would not be an issue--the board can put out a statement saying "we need someone with x skill" and then let people vote on an election framed/focused around that. I guess just handle it like a vacancy? But you could only do that if you didn't elect the max board, I think, if I'm understanding the bylaws correctly.
posted by brook horse at 10:10 AM on June 1 [1 favorite]

For the Park Slope Food Coop I mentioned above, there are four officers - a President and Vice President, whom must also be Directors, and a Secretary and Treasurer, whom are elected from the general membership. This document describes the different roles.
posted by casaubon at 10:22 AM on June 1

Oh, co-op corporations work differently from nonprofits. As far as I can tell, your org is not a 501c3 nonprofit (but correct me if I’m wrong). Nonprofits and esp. 501c3’s generally have higher requirements for accountability, so I’ve never seen a nonprofit where an officer was not also a board member.
posted by brook horse at 10:29 AM on June 1 [1 favorite]

I don't understand having any officers who aren't board members. Haven't heard of that before and am unsure how it would operate, etc.

well, in the sort of case case lapis cites--if you can't find someone for the board who will take on the role, you sometimes find someone for the role who is not on the board. some bylaws specify that all officers be board members, but some don't.
posted by sickos haha yes dot jpg at 10:36 AM on June 1 [1 favorite]

It's just going to lead to pre-election open threads where everyone who wants to vote posts twenty comments.


no, you're guessing it will. we actually don't know what would happen in many of these scenarios, and--respectfully--i think having worked for metafilter isn't a qualification that makes you any better at guessing than anyone else. if you also have extremely robust nonprofit experience, that's different. but i haven't seen you say that you do. apologies if i missed it.
posted by sickos haha yes dot jpg at 10:39 AM on June 1 [2 favorites]

also,

Purpose. The purpose of the Corporation shall be as stated in the Certificate (the “Purpose”). Without limiting the generality of the Purpose, the specific purpose of the Corporation (the “Specific Purpose”) is to educate the public on the importance of community-oriented, human-moderated internet spaces for thoughtful discussion and meaningful connection; to advance knowledge about them; to promote social welfare through their support; and to combat their deterioration. The purpose is also to foster education, appreciation, participation, and community, by curating and creating content from across the world and supporting inclusive, thoughtful discussion.

is by no means the product of consensus, and as far as i can tell, something generated without meaningful community input.

Though I could do without the "nice site, be a shame if anything happened to it" talk

idk, at this point i think you're the one throwing it around, rhaomi
posted by sickos haha yes dot jpg at 10:42 AM on June 1 [2 favorites]

Obviously our perceptions of how the board should be structured and function are coloured by our experiences, mine are in a labour union, and conveniently I think it's a good model for this place. Our local has 400ish members and finances in the low six figures and the Officers are Prez, Vice, Secretary, Treasurer, and three Trustees (Trustees periodically review the books with the Treasurer). The Exec Board is the Officers minus the Trustees and the Exec Committee is the Board and 9 stewards representing various depts.

Experience is useful for an Officer, but there are no lawyers on the board, and while the Treasurer works in the finance dept., I don't think they're a CGA. There are six committees, three of which actually matter. If there is a vacancy, by-elections should be held ASAP, but the Board is empowered to make appointments if need be. Membership is "Do you work here?".
posted by Alvy Ampersand at 10:57 AM on June 1 [2 favorites]

the Board is empowered to make appointments if need be

What about if the bylaws define specific circumstances under which the Board can make an appointment (missing skills, not enough people, etc.) but the appointment still needs to be confirmed with a community vote?
posted by trig at 11:02 AM on June 1 [1 favorite]

(the last discussion I'm aware of regarding the "purpose" statement is here. I do think the current statement is inaccurate.)
posted by trig at 11:05 AM on June 1 [1 favorite]

NotLost: "I don't understand having any officers who aren't board members. Haven't heard of that before and am unsure how it would operate, etc."

They attend all board meetings, make reports, and don't get a vote on items before they board. They function more like an employee and/or consultant, bringing their expertise to the subject matter and making recommendations, but ultimately carrying out the will of the board.
posted by lapis at 11:08 AM on June 1 [1 favorite]

As a member, a set up where non-member-elected board members don't get a vote in how the organization is run feels more democratic to me than one where they do.
posted by lapis at 11:09 AM on June 1 [2 favorites]

As a member, a set up where non-member-elected board members don't get a vote in how the organization is run feels more democratic to me than one where they do.

For the sake of clarity, I think what was being discussed above is having officers who aren't board members. Not how those officers were selected.
posted by NotLost at 11:15 AM on June 1

What is a CGA? Is that like a certified public accountant?
posted by NotLost at 11:15 AM on June 1

Related to the history of the organization's purpose, see this.
posted by NotLost at 11:17 AM on June 1

NotLost: "For the sake of clarity, I think what was being discussed above is having officers who aren't board members. Not how those officers were selected."

Yes, sorry, I should have explained better. I meant that if the argument for having non-elected board-selected members (whether selected by the previous board or the incoming board) was that certain expertise was needed that may not be reflected in the outcome of the popular vote, then I would prefer that any board-(s)elected members not have a vote in board business.
posted by lapis at 11:21 AM on June 1 [1 favorite]

A few thoughts:

1. As discussed before, getting 12 members of a board together across multiple time zones is pretty hard. I think a board of 7 is a good number, with a quorum of 4.

2. I don’t understand the necessity of the interim board appointing new members. I do think that the board terms should be longer than a year to reduce the danger of a total board turn-over, with the initial election being a mix of one- and two-year terms. I suppose converting 2 interim members to one-year positions would be in the spirit of maintaining continuity.

3. I get the idea that voting rights and board membership should be limited to people with “skin in the game” — this was a central feature of early modern representative government for a variety of reasons (some of them quite bad). In the MetaFilter situation it’s complicated by multiple aliases, BNDs, etc, and I’m not sure that “length of time as a MeFite” or “points” really gets at it. For the sake of simplicity, I would suggest minimal voting limitations. I suspect that less-active members may have trouble getting elected, but some of the hardest-working members of the Steering Committee weren’t “household names” on the site.
posted by GenjiandProust at 11:38 AM on June 1 [5 favorites]

Is that like a certified public accountant?

Certified General Accountant, yeah.

RE: Officers But Not Board Members, in my union the three Trustees are Officers but not Board members. They are essentially an audit committee who review finances with the Treasurer at least once a year and file a report. My local derives most if not all of its bylaws from the national union so I assume it's fairly common practice at least among Canadian public sector groups.

What about if the bylaws define specific circumstances under which the Board can make an appointment[...] but the appointment still needs to be confirmed with a community vote?

If you're speaking about something specific in the Draft Bylaws, I've only skimmed it so don't know what you're referencing, sorry. In the case of my org my understanding is the Board can unilaterally make the appointment but it is a stop-gap until a by-election is held. Example off the top of my head is my local effectively takes the summer off, no General or Executive meetings are held in July or August. Treasurer quits and someone's needed, Vice-Prez works with Donna in payroll and she says she can do it so she fills in until the next General Meeting in September when she can stand for election if she wishes.
posted by Alvy Ampersand at 12:03 PM on June 1 [2 favorites]

For example, we could add a person well connected with donors or familiar with organizations similar to ours.

I like this idea alot. notlost, I apologise, my comment sounded clippish. I'm just a little frustrated that I can't figure out section c as it pertains to the eligibility requirements.
posted by clavdivs at 12:58 PM on June 1

Does anyone happen to know of a nonprofit with an elected board with publicly-available bylaws that we could look at for comparison?

bylaws of the NewYork state society of CPAs.

which looks slightly familiar.
posted by clavdivs at 1:20 PM on June 1

What about if the bylaws define specific circumstances under which the Board can make an appointment[...] but the appointment still needs to be confirmed with a community vote?

> If you're speaking about something specific in the Draft Bylaws, I've only skimmed it so don't know what you're referencing, sorry.

I wasn't referencing the draft - just proposing a kind of compromise where the Board would be able to appoint people if really necessary, but not without some level of community approval. (I'm under the impression - which may be wrong - that we're trying to draft a better set of bylaws.)

Regardless of what we decide, given the way the interim board has gone about things I think it's necessary that the bylaws actually spell out various seemingly obvious expectations. For example, if the bylaws enable the board to tap someone to fill a spot at any point, the bylaws should also require there to be a community announcement about that. Or community approval vote or whatever - the point is to limit what actions or decisions the board can take without notifying the community, and enforce a certain level of transparency.
posted by trig at 1:21 PM on June 1 [3 favorites]

I think overlapping two or three year terms would give some stability to the board.

Absolutely not. Few people are going to be willing to deal with this shitshow for more than a year and having to deal with deposing people that flake is more trouble than just having one year terms is worth.
posted by Candleman at 1:29 PM on June 1

having to deal with deposing people that flake

Not sure what you mean here.
posted by NotLost at 1:34 PM on June 1 [1 favorite]

About term lengths and staggering, I am of two minds. There is value in staggering. But few people have been able to stay in a leadership position here for even a year.

I don't remember who or on which thread, but someone suggested having three elections a year, each for a term of a year. That's very novel and somewhat more complicated, but it might be the best solution.
posted by NotLost at 1:36 PM on June 1 [1 favorite]

Maybe after the election, we should have a bylaws committee to develop a proposal.
posted by NotLost at 1:38 PM on June 1 [2 favorites]

Absolutely not. Few people are going to be willing to deal with this shitshow for more than a year and having to deal with deposing people that flake is more trouble than just having one year terms is worth.

It’s not hard, you can include automatic conditions that result in removal from the board. Where I work, those include absence from two consecutive meetings without advance notice and absence from four scheduled meetings in any calendar year. You don’t have to depose them, you just say “okay you’re no longer on the board” and elect another board member.
posted by brook horse at 1:46 PM on June 1 [9 favorites]

someone suggested having three elections a year, each for a term of a year. That's very novel and somewhat more complicated, but it might be the best solution.

My god, no.

One thing to carefully avoid is codifying bureaucratic processes to address a situation that may be relevant now, but which may turn out to be hugely inconvenient and unhelpful later on.

My co-op is in a state where amending the bylaws takes a membership vote subject to a roughly ninety-day notice period. Beyond state law, our bylaws also require quorum of 2/3rds of the membership casting ballots for a vote to be valid. In a small co-op like ours, this has the effect of making quorum very hard to achieve if someone's outta town, someone else refuses to vote in protest, and another person is in the hospital, etc. It's a situation in which our long-ago best intentions — thirty years ago when everyone involved was new to co-ops and idealistic, and bylaws were much less onerous to amend — keep shooting us in the foot. So in short, be careful not to get overly prescriptive to solve hyper-specific situations happening right now. Let state law determine the basics, and leave the rest as loose as possible.
posted by knucklebones at 3:10 PM on June 1 [8 favorites]

I guess I don't understand the point system. In previous threads, it seems like people most definitely did NOT want that. Yet here it is.

Why don't I comment much? Honestly I get intimidated; imposter syndrome. Does that make me less valuable as a member? I guess if activity is how you judge worth here, than no. Maybe, like others, I need to rethink my monthly donation.
posted by kathrynm at 3:18 PM on June 1 [13 favorites]

I don’t think that this draft of the bylaws has incorporated feedback from the other threads—it’s just a collation of the previous suggestions from lawyers and volunteers.

Having all of the feedback collected in one thread here will be useful for further revision, though. Whether that happens under the current board or the next.

So in short, be careful not to get overly prescriptive to solve hyper-specific situations happening right now.

Yes, even if you don’t trust this board, you need to weigh that against making it harder for a board you DO trust to do their jobs. That doesn’t mean make no changes, but to try and take a broader view of the how and why.
posted by brook horse at 3:31 PM on June 1 [10 favorites]

Kathrynm, my understanding is that lurkers are absolutely valued members here. It's been fairly unanimous in the discussion here that the points system is not favoured by the user base.
posted by freethefeet at 6:07 PM on June 1 [3 favorites]

(Plus, in case you were assuming otherwise, under what they had drafted up, someone with even less than 1% of your site activity, kathrynm, would still cross the eligibility threshold. But I get the idea of objecting to it on principle, and it does sound like it's likely to be scrapped entirely.)
posted by nobody at 7:02 PM on June 1 [2 favorites]

I'm not sure if I've suggested self-hosting Loomio (or possibly Consider.it, which isn't threaded or as smooth a UI) for cooperative discussion & informal polling of complex, multifaceted projects like a bylaws rewrite. Loomio has a free, open-source option & allows for forking proposals to further refine them — which would be perfect for this kind of community-scale discussion in which success is dependent on getting buy-in, collaborative help, and feedback over the course of an iterative process.
posted by knucklebones at 10:12 PM on June 1 [4 favorites]

Like others, I don't see a great deal of change, apart from the membership part.

I completely understand the lack of trust in the current board, but there has to be a certain amount of trust extended to get this election done, or we will spend the next year arguing about specifics of the bylaws that don't matter too much in the short term and still not have an actual board in place. Remember at all times that perfect is the mortal enemy of good in this case.

I can see a couple of deal-breaker issues in the current draft, though. First, there has been a lot of agreement that being a 'member' must be an opt-in process and the current draft makes it mandatory - if you have an account, you are a member whether you want to be or not. I'm not sure there's anything we can do about that in the first instance, simply because we don't have a mechanism for people to declare themselves a member.

Following on from that, if every person with an account is a member, it is absolutely impossible for a quorum to be formed, so nothing can be decided anyway, including the election of a board. Off the top of my head, calling an election that invites everyone with an account to participate and including a statement that, by participating in the election you are declaring yourself a member may just resolve the situation?

I note that there has been an amendment aimed at preventing the board from arbitrarily changing the bylaws, but this has a fundamental problem - that it doesn't change anything because it only provides a veto power to members and, as things stand, there is no way on Earth or any other planet that 2/3 of the members as currently defined will ever vote. So, in reality, the board can change the bylaws as the whim takes them. It also conflicts with the reserved powers of members in section 11.2.

I don't see an issue with the board being authorised to remove members etc and this is a perfectly normal approach. I can't for the life of me see why being removed as a member would not also close the relevant account and vice versa - this would be a far higher bar than is currently in place anyway. Similarly, revocation of an account should result in revocation of membership (which it will, but only after 30 days). Again, understanding the current trust issue, the board must be authorised to run the organisation and it is absolutely unworkable if they have to ask the members every time they make a decision.

If we ever get to the stage of actually holding an election, there needs to be a very clear way of people nominating and having a chance to respond to members about their intentions. The current 'open call' is useful as an initial sounding board, but I suggest, when actual nominations are appropriate, a MeTa thread be started for each nominee where they can respond to questions and/or spell out why they are suitable. Anyone who wants to nominate must be allowed to, provided they meet the technical requirements and there must not be any vetting beyind that or any kind of veto from anyone.

Let's hope this is the only time we have to run an election with nobody taking any real leadership!
posted by dg at 12:34 AM on June 2 [2 favorites]

I feel like, to resolve the question of what a "member" is for the purposes of elections, and to see what could be workable to actually get a quorum, we'd need management to share some statistics. Let's start with, for instance:

* How many total registered users are there, who can still log in to the site (that is, excluding closed/banned accounts)?

* How many of those users have logged in in the last year? In the last six months? In the last month? The last week?

Knowing this will help us define a cut-off where it's actually likely that a majority of the users in that group will even see the announcement for the elections. I don't like excluding anyone, but a cut-off on having logged in lately as an absolute minimum might be necessary for forming a quorum, and besides, we can advertise the elections as much as we can, and allow users to just log back in to the site at any time to become eligible to vote. This could just be updated every election.
posted by Joakim Ziegler at 3:24 AM on June 2 [3 favorites]

Oh! The by-laws making a user-account a member is the "brigaded by socks" issue.

Here's a suggestion:

Members of the foundation
Natural persons with at least one user account of the website Metafilter.com may choose to enter membership of the foundation. The board will maintain the membership roll. this leaves the way that this happens open.

Persons with more than one user account must choose a "main account" to use for association purposes and must not use alternative accounts for any foundation purpose, such as the casting of votes. Any such usage will result in the termination of membership of the foundation and permanent bans from the website Metafilter.com

Ceasing membership
A member may notify the board in writing in order to resign their membership.
Members may be removed from the roll (in such cases such as using multiple user accounts for foundation purposes) so long as the board notifies the community, with the community of members able to object to such removals.
Members shall also be removed from the roll in the event of their death.

It's a bit clunky right now but might be useful?
posted by freethefeet at 3:44 AM on June 2 [6 favorites]

Membership needs some sort of automatic expiration. Otherwise, as once-active members lose interest or just drift away from the site, the voting rolls could gradually fill up with inactive members until eventually quorum becomes impossible. One possibility: enrollment lasts for (say) one year, but any interaction at all with the site will reset your clock. Maybe you get a few automatic reminder emails towards the end of the year saying “hey, log in if you want to remain a voting member.” If someone does get de-enrolled this way, they can always opt in for the next election anyway.
posted by moonmilk at 6:08 AM on June 2 [4 favorites]

For membership, I like the suggestion made earlier that, once a year anyone with a MeFi account (barring sockpuppets) can opt in/register/renew, and the people doing so are the members for that year.

That keeps an opt-in process and avoids deadwood. And it's pretty simple.
posted by NotLost at 6:16 AM on June 2 [8 favorites]

Yes. Then the act of registering is what counts as site participation for the year, it creates an opt-in list, and it avoids anyone needing to pull data on site activity.
posted by lapis at 7:25 AM on June 2 [3 favorites]

This is quite different from where the bylaws were at just prior to incorporation. We had a detailed elections and ethics section, and a lot of the points raised in the comments above were addressed by the then-bylaws.

I am surprised by the depth of the changes.
posted by dorothyisunderwood at 7:32 AM on June 2 [9 favorites]

Unless it is prohibited by law, I would suggest doing away with the quorum requirement for general membership voting and instead replace it with an adequate notice requirement and a sufficiently flexible voting procedure that allows asynchronous voting. The approval threshold can then set relative to the total number of votes cast by eligible voters on a given issue or in a given election.

There can be quorum requirements for the board's own votes, as that is a known group of people at any given time.
posted by jacquilynne at 7:56 AM on June 2 [15 favorites]

This is the 29 Sep 2024 bylaws as last drafted for comparison.

I'd like to know:

- removal of elections entirely
- removal also of HR ethics, major issues for conflict of interest and financial policy
- shortening of all notice periods for events
- addition of committee controls
- reduction in specifics for board duties, increase in president's controls
- term down to 1 year instead of 2, plus removal of term limits
- why is proxy voting allowed
- amendments % and quorums changed or removed
posted by dorothyisunderwood at 7:58 AM on June 2 [15 favorites]

I appreciate dorothyisunderwood's comments - really helpful in getting more visibility on the bylaws work that had been done right before incorporation. (As I understand, dorothyisunderwood was the Chairperson of the pre-incorporation Interim Board from May 16, 2024 until the nonprofit was incorporated (upon which the pre-incorporation IB was dissolved and the current incorporated nonprofit IB was formed).)

Looking at the most recent version posted at the top of this MeTa, I also see some differences (omissions, changes) in this document from what the pre-incorporation group discussed and voted on up until July 2024 (when I was there), and also what the BIPOC Board requested/suggested to the IB. I've asked Rhaomi whether I can post/comment on what I have of the changes/differences I see (based on the motions passed and work done while I was in the group) and Rhaomi has agreed (thanks Rhaomi!). I'll do that soon.
posted by aielen at 8:25 AM on June 2 [7 favorites]

Wow, I'm surprised the September '24 draft had at that point landed on the userbase only getting to elect 50%-minus-one of the board seats, with the majority-plus-one being appointed spots.

Were the table columns accidentally reversed in section III.3? I'm having trouble understanding how anyone could have decided that self-perpetuating majority control was the right choice. (I guess the term limits were meant to restrain that?)
posted by nobody at 8:32 AM on June 2 [1 favorite]

I'm not throwing shade at anyone because yeah there are a lot of open threads and stuff. But I would like to point out that nearly all of the issues/suggestions/solutions made in the last 15 comments or so have already been identified, discussed and suggested over the last few weeks.

Can we please, please have the Board weigh in with some concrete plans for addressing the issues and doing an election as soon as possible? Again I really am not calling out users in this thread because people cannot be expected to read every word of the last two weeks' worth of MeTas before jumping in to offer comments. But it's just going to keep going in circles until, and I don't know how many different ways I can say this, the Board makes some definitive proposals.
posted by tivalasvegas at 8:37 AM on June 2 [22 favorites]

Aside from the content, the bylaws draft linked by dorothyisunderwood is written more clearly and concisely.
posted by NotLost at 8:43 AM on June 2 [2 favorites]

Unless it is prohibited by law, I would suggest doing away with the quorum requirement...

Yeah, I've started and deleted several comments regarding bylaw stuff largely because I am unclear what needs to be there because of Delawarian/American law and what isn't and don't want to muddy the waters by throwing out takes that are non-starters for legal reasons of which I am unaware.

There are hundreds of thousands of existing accounts, a small percentage of which are actually active accounts, and even smaller amount of members who are interested in site governance. Tying quorum requirements to account totals is unrealistic or requires a lot of work to establish eligibility. More practical to have as expansive a definition of member so as many people who want to can participate, but more realistic to have quorum set at something like >50% of the board and, like, 20 members (And even 20 might be too high, honestly).
posted by Alvy Ampersand at 8:54 AM on June 2 [3 favorites]

Again, the membership and quorum things can probably* be deferred until after the election if the Board agrees to name the winners of a not-legally-binding election to the Board. That seems to be the easiest and community-preferred approach since then the set of electors and rules for this first election can be determined however the Board feels is simplest. It's a kludge but frankly the US system for electing a President is even kludgier and, well, it still sorta works.

*but I would like the opinion of a law-talker with expertise in the field, ideally
posted by tivalasvegas at 9:07 AM on June 2 [2 favorites]

To my read (and I must say up front that while reading and interpreting regulation is my job, I don't have experience with Board by-laws specifically) doing away with activity requirements for Members (unless replaced with a proactive self-registration process with regular re-registration as some have suggested) and/or doing away with some sort of quorum dilutes the power of the Members in favor of the Board.

Per II.5, the Members can take any action requiring a simple majority without calling a meeting. If the Membership includes inactive but unclosed accounts, this may become (or already be) impossible for the Membership to achieve, and they must rely on a meeting being called. And to that latter...

Per II.7, 40% of the Members can call a Special Meeting. As above, if the Membership includes inactive but unclosed accounts, this may become (or already be) impossible, leaving only the Board and the President with this power.

Per II.8, a once a quorum is met at a meeting, the decision of a majority of that quorum is taken as a decision of the majority of Members. If you remove the quorum definition entirely, you would still need a majority of the full set of Members to make decisions, no matter who actually participates in the meeting, in which case see above points. If you make any officially called meeting a de facto quorum with no minimum, then a nefarious Board could call a special meeting with only the minimum 5-day requirement in a way they know will be inconvenient to most Members, perhaps even invoking their powers of II.6 and designating a place/time they know most/all Members CANNOT attend, and then vote however they want if no or too few Members are available for the meeting.

There is no agreement that cannot be manipulated by persons of bad enough faith. At some point, you have to just judge the impact of the risk against the likelihood that a person will behave badly and decide what is good enough. And frankly, this thread is demonstrative of a danger of community-led decisions, there is nobody who CAN say "this is good enough and we are stopping here; we are not accepting further input at this time." I mean, technically the Board could under their current by-laws, but only if they were in turn willing to accept the risk that everyone participating in these threads quit MeFi, and I really don't think they are.
posted by solotoro at 9:51 AM on June 2 [3 favorites]

I think it's pretty unlikely that the Members would need to call a Special Meeting against the wishes of the Board, if things come to that then the project has probably already failed.

The main check on the Board, as with pretty much any elected body, is going to be regular elections to ensure that Board members are generally aligned with and responsive to the will of the electorate.

And frankly, this thread is demonstrative of a danger of community-led decisions, there is nobody who CAN say "this is good enough and we are stopping here; we are not accepting further input at this time." I mean, technically the Board could under their current by-laws, but only if they were in turn willing to accept the risk that everyone participating in these threads quit MeFi, and I really don't think they are.

Right. That is what I'm calling for. There's a number of things that have general consensus, and a number of things for which I think there are multiple broadly acceptable options, but someone (*cough* the Board) has to step up and say "ok, here's our plan, any last objections or issues before we implement it?"
posted by tivalasvegas at 10:23 AM on June 2 [4 favorites]

doing away with activity requirements for Members (unless replaced with a proactive self-registration process with regular re-registration as some have suggested) and/or doing away with some sort of quorum dilutes the power of the Members in favor of the Board.

As written, the activity requirements are one-and-done, so that leaves potentially tens or hundreds of thousands of accounts counting as Members, which all by itself roundly fucks the concept of a quorum.
posted by restless_nomad (retired) at 10:25 AM on June 2 [4 favorites]

in every direction: bad faith assumed
posted by Didymus at 10:38 AM on June 2 [1 favorite]

Assuming good faith is for dealing with people. When designing systems, it's critical to assume bad faith. That's how you build robust error-handling and edge-case processes in.
posted by restless_nomad (retired) at 10:48 AM on June 2 [3 favorites]

Um. I guess, but Metafilter's failure state tends to be more along the lines of bikeshedding edge cases to death and therefore never accomplishing anything.
posted by tivalasvegas at 11:40 AM on June 2 [4 favorites]

Bylaws aren’t for edge cases. That’s the policies and operating manual.
posted by brook horse at 12:11 PM on June 2 [2 favorites]

Well, and we're mostly not talking about edge cases here. We're talking about pretty major unintended consequences, like the definition of "member" making the use of "quorum" in the same section functionally impossible.
posted by restless_nomad (retired) at 12:19 PM on June 2 [4 favorites]

Well, yes. Those aren’t issues of good/bad faith, they’re practicality and ability for the organization to function even if people use it in good faith. So maybe the discussion of faith is not the right angle anyway.
posted by brook horse at 12:27 PM on June 2 [3 favorites]

For determining membership, why not put a checkbox in everyone's profile alongside an attestation affirming membership. It can expire annually, or when the box is unchecked, whichever happens sooner.

There can be an attestation saying something like "By checking this box, I affirm that regardless of how many Metafilter accounts I hold (active, closed, sockpuppets, etc), only one will be used for voting in Metafilter Community Foundation elections," as well as anything else relevant.
posted by knucklebones at 12:29 PM on June 2 [7 favorites]

Whoops — hit post before I'd proofread that, but I think my meaning's clear.
posted by knucklebones at 12:50 PM on June 2

That's why I prefer the option where the Board offers an election plan (based on the community input here) and agrees to name the winners as Board members. Personally I would be fine with some or all of the current Board serving for a year or whatever if they want. I have not seen anyone say that this isn't legally possible under the current bylaws; so the new, elected Board can figure out all of these other issues.
posted by tivalasvegas at 3:57 PM on June 2 [3 favorites]

My understanding was that one could be a metafilter website member by paying $5 and joining *without* automatically being a metafilter foundation member.

You had to choose to join the foundation as a second opt-in to vote, hence the assumption that you could assume anyone who could vote intended to vote. This is largely based on the successful Archive of Our Own model where most users don’t enroll, but enrolled users can easily opt to vote with high participation.
posted by dorothyisunderwood at 4:32 PM on June 2 [7 favorites]

I think it's pretty unlikely that the Members would need to call a Special Meeting against the wishes of the Board, if things come to that then the project has probably already failed.

I mean, are we not in pretty much that situation now? I'm sure that if we were members of the foundation and someone thought they could get a special meeting, they'd absolutely be going for it right now. So does that mean the project has already failed? I don't think so, but I sure would like to have the option to call a special meeting if needed.
posted by ssg at 5:05 PM on June 2 [5 favorites]

absolutely need the mechanism to call a special meaning especially if it is against the wishes of the board.
posted by clavdivs at 5:26 PM on June 2 [2 favorites]

knucklebones: "For determining membership, why not put a checkbox in everyone's profile alongside an attestation affirming membership. It can expire annually, or when the box is unchecked, whichever happens sooner."

After my long comment above, I had the same thought. Having every single account determine membership (potentially against the wishes of the person attached) is completely unworkable, particularly for quorum purposes, but also for the important when-all-else-fails ability for members to call a special meeting if the board is misbehaving relative to the community's wishes. Having continued to be frustrated by this whole process and particularly the almost complete lack of communication from the board, I seriously considered advocating for a special meeting to be called. But, of course, at the moment the only members are the board so that important check that allows members to hold the board to account is missing at present.

So, a simple check-box that can be manually ticked saying 'I wish to be a member of the foundation', ideally that re-sets after a certain period of inactivity (ie logging in) would be an ideal and low-impact way of determining actual membership. But that's not going to happen for this election, so the board needs to get off their arse and call an election (however imperfect) because the foundation is in a downward spiral until that election occurs. The three members of the board have all the power at present and are entirely responsible for the future of MetaFilter. I'm not assuming bad faith, but failure to act is indistinguishable from bad intent at this point.
posted by dg at 6:00 PM on June 2 [2 favorites]

What happened to the plan that voting in the election makes one a member?
posted by CtrlAltD at 6:35 PM on June 2 [3 favorites]

I think that 'voting makes one a member' is the only workable solution for this first election. I don't think it works longer term though. There needs to be a register of members maintained, so there needs to be a way of identifying foundation members from the user database.
posted by dg at 7:41 PM on June 2 [5 favorites]

What happened to the plan that voting in the election makes one a member?

Several ideas have been up for discussion by MeFites here, and that is as far as they have gone.
posted by NotLost at 7:47 PM on June 2 [1 favorite]

CtrlAltD: "What happened to the plan that voting in the election makes one a member?"

The thing I like about this idea is that from a user experience standpoint, it’s SO EASY. And intuitive! MeFites who care enough to vote are allowed to, zero barrier to entry. (Sockpuppets acknowledged)
posted by Vatnesine at 8:32 PM on June 2 [2 favorites]

(I'm under the impression - which may be wrong - that we're trying to draft a better set of bylaws.)

I fully expect Rhaomi to soon announce that there can in fact be no major changes to the bylaws at this time, attributing that to yet more discussions happening with unnamed lawyers.

Once again, I am hoping to be wrong, but not holding my breath on that.
posted by mediareport at 12:02 AM on June 3 [2 favorites]

Just want to voice support for the idea of opt-in Membership tied to the election, as I think it resolves a lot of problems. I also think this discussion has clarified for me a bug in the stance that we’ll hold the first election after the new site goes live, using tools embedded in that site: if we are still hammering out what it means to be a Member, we need to resolve that before committing to a particular technical solution for the election!
posted by eirias at 4:01 AM on June 3 [2 favorites]

The version of the bylaws linked by dorothyunderwood - the pre-incorporation Board's bylaws document right before incorporation - is more comprehensive than the "updated draft" linked at the beginning of this post, and addresses much of what has been discussed here in the comments.

Perhaps it might make more sense if we and the current Interim Board could consider using the version linked by dorothyisunderwood as a base/starting point for drafting the permanent set of bylaws - at the very least there might be less editing/changes required (relative to the "updated draft").

If it helps for any additional clarity around the bylaws discussion / work on permanent bylaws, I compiled a list of the bylaws-related decisions and work by the pre-incorporation Interim Board (up until July last year).
I'm not sure how much of this is now useful, although there may be some things addressed there (e.g. associate tier membership) that haven't been mentioned in this MeTa. I figure people may take whatever might be useful now, and set aside what isn't - whatever works best for the priorities and goals we have now.
posted by aielen at 8:20 AM on June 3 [9 favorites]

Favorite this comment if you would like to use as a base the bylaws draft linked by dorothyisunderwood, from the summer of 2024.
posted by NotLost at 10:48 AM on June 3 [9 favorites]

Favorite this comment if you would like to use as a base the current, in force, bylaws Rhaomi linked to at the top of the thread.
posted by NotLost at 10:52 AM on June 3 [1 favorite]

Favorite this comment if you would like bylaws work to start from scratch, with the various comments provided, but not based on any previous docs.
posted by NotLost at 10:53 AM on June 3 [3 favorites]

One of those meant to say, favorite this comment if you prefer we use as a base the working draft that Rhaomi iinked to at the top of the thread.
posted by NotLost at 10:57 AM on June 3 [2 favorites]

I have had an account here since 2014, reading as a lurker long before that. I have donated money at various points. I make about one comment every one or two months or so, or more if there's something on FanFare that I'm really excited about. I've never done an FPP. Anyway, all of that is to say, I'm about the smallest deal possible here, although I'd like to think there's maybe one or two people that recognize me?

In any version of the bylaws I've seen that features a "participation points" system, it doesn't appear that I meet the threshold to vote. I'm not sure how many other folks are like me, or if more active users might assess my sporadic level of participation and say "working as designed," but I thought it was worth pointing out. Of course, I would personally prefer a system that didn't disenfranchise me or motivate me to game the points system in order to avoid disenfranchisement.
posted by jordemort at 12:28 PM on June 3 [14 favorites]

from everything I've seen to date, and from every response to the participation threshold questions, people seem to be firmly on the side of minimal barriers/threshold to vote

like, if there is pluralistic and majority consensus on anything, it's on that thing

I'll stick my head out on a limb and say that if a vote was called tomorrow and for some shit reason jordemort didn't qualify to vote, it would be an end to MetaFilter. not even joking, I just think people feel that strongly about the so-called points threshold
posted by Didymus at 12:36 PM on June 3 [5 favorites]

In any version of the bylaws I've seen that features a "participation points" system, it doesn't appear that I meet the threshold to vote.

Wait, am I the one misreading those guidelines? By my count, someone with less than five percent of your site activity would reach the threshold set by the first draft we saw.

(It was written as 20 points ever, not 20 points per month or year or whatever, right?)
posted by nobody at 1:42 PM on June 3 [1 favorite]

> (It was written as 20 points ever, not 20 points per month or year or whatever, right?)

Hm, upon initial reading, I thought it was saying that those 20 points must have been earned within the past six months, but upon closer inspection it seems to only be saying that one must have been a member for at least six months.
posted by jordemort at 1:47 PM on June 3 [1 favorite]

Yeah, I’d be fine with a very low threshold like “has made a comment at some point in their membership”.

Isn’t there some minimum activity to do a post (in order to reduce spam), like one or two comments? I think that’s totally fine.

I’d also favor a “has had an account for a month before vote is called”, plus a “must check this box to be counted as a member” for quorum purposes.

For the first I suppose I’d like buttoned members to still count as having had an account for long enough.

But the most important criterion is ease of use, so that this gets done asap.
posted by nat at 2:11 PM on June 3 [2 favorites]

Thanks nobody for catching those errors; I'd done a pass for typos, but I guess missing words are easier to gloss over.

re: dorothyisunderwood's link, that working draft was from before sending everything to our attorney, who recommended paring it down to the boilerplate text shared earlier and leaving finer details to separate documents that would be easier to change (the standard conflict-of-interest policy got its own separate filing, for example). The bylaws are intended more for broad structural matters, not so much operational specifics that may need to be fiddled with as needed without a complicated amendment process; there can be some of this in the bylaws themselves (and this updated draft does include some from the post-incorporation discussions), but the more you specify there the more of a PITA it is to change down the line if needed.

From our lawyer at the time:

If we think of a Delaware nonprofit corporation as a house, the certificate of incorporation is the concrete foundation that everything rests on. Bylaws are load-bearing walls that rest on the foundation and define the indoor living space. Policies are furniture in the house. If people keep running into the couch on the way to the kitchen, then the couch is straightforward to move – and you move the couch, rather than knocking down a wall or pouring new foundation.

These bylaws have a lot of “furniture” level decisions, especially in the stuff about membership, financial operations, and record-keeping.

i. Contrast this membership section with, for example, the membership section in the bylaws for the nonprofit behind Archive of Our Own, which is another big online community where members vote on directors and governance issues. I think Dale has mentioned it before.
ii. Link here: https://www.transformativeworks.org/reports_docs/otw-bylaws/

Questions, edge cases, and process issues inevitably come up in the course of operations (do favorites count? what if a comment is made, then deleted by a mod? what about deleted posts?), and Metafilter will want to be able to make decisions on that more frequently than once or twice a year, especially with a community like the one we have.

Bottom line, in well-run nonprofit organizations, decisions on the level of “shall we have debit cards?” and “how long do we keep records?” are in the policies, rather than bylaws. The three initial board members can adopt these policies immediately as part of the first resolution by which they adopt bylaws or the policies can be adopted later.

Yes, the thresholds are meant to be total, not ongoing, to discourage spinning up throwaway accounts or reviving old ones.

We're all reviewing the (hundreds!) of recent comments and suggestions and will meet to work through them as soon as we can, thanks.
posted by Rhaomi (board member) at 2:17 PM on June 3 [3 favorites]

There it is! The lawyers told us!
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 2:26 PM on June 3 [2 favorites]

A lot of people, like Miko, have already been saying the same thing about the bylaws being kept as minimal as possible, so I don’t find that surprising at all.
posted by umber vowel at 2:39 PM on June 3 [14 favorites]

Questions, edge cases, and process issues inevitably come up in the course of operations (do favorites count? what if a comment is made, then deleted by a mod? what about deleted posts?), and Metafilter will want to be able to make decisions on that more frequently than once or twice a year, especially with a community like the one we have.

It's hard to tell if there's some formatting missing from the cut-and-paste, but does the "we" here mean that the lawyer is a Metafilter member? (And who is Dale?)

We're all reviewing the (hundreds!) of recent comments and suggestions and will meet to work through them as soon as we can, thanks.

If I understand correctly (people who have been discussing, let me know if I don't) I think to the extent that there's consensus it's that:

- right now the priority is making elections happen asap, and apart from anything needed to make that happen asap, any bylaw amendments can and should be made by an elected group

- two exceptions to the above: the ability to vote should be minimally restricted, and unelected interim board members should almost certainly not be able to handpick members, as section 3.2 in the current bylaws currently allows.

(By the way, the current bylaws say "The remainder of the Board shall be elected by the majority vote of the Members participating in the Annual Meeting of the Members (the “Member-Elected Directors”), with the first such election of Member-Elected Directors occurring at the first Annual Meeting of the Members." (Emphasis mine.) Rhaomi, in the previous thread you said "Currently, the legal definition of "membership" defaults to the board. Since annual meetings are for the benefit of the membership and we were already meeting regularly anyway, we did not undertake scheduling one (with all the required member notices etc.) just for ourselves. But we do have a signed unanimous consent which legally satisfies the requirements for holding one this year, including reaffirming the existing bylaws and titles." Could you confirm that what you guys did in lieu of an Annual Meeting did not in some way conflict with that section of the bylaws? I'm assuming it doesn't, but your description was vague enough that I can't tell.)
posted by trig at 2:57 PM on June 3 [4 favorites]

(If you do want to add a clause to the bylaws, I personally would be fine with one requiring the Board to publicly post minutes of all Board meetings no more than 1 week after they take place; should decisions regarding bylaws, Board composition, or other matters of public interest be made outside of Board meetings, these should also be made public within 1 week.

No more behind the scenes stuff, please.)
posted by trig at 3:10 PM on June 3 [7 favorites]

Rhaomi, to repeat one of trig’s points: It seems clear that people want an election as soon as possible. What are your thoughts on that?
posted by umber vowel at 3:15 PM on June 3 [5 favorites]

I think getting hung up on bylaws revision right now is less important than getting an election happening. The new board can amend the bylaws.
posted by lapis at 3:43 PM on June 3 [8 favorites]

And, ironically, the board being able to directly appoint board members means we can hold elections and the interim board can say "we appoint the candidates elected at Metafilter.com as board members" - right?
posted by freethefeet at 3:57 PM on June 3 [5 favorites]

Rhaomi, there have been serious questions raised over in the monthly update thread. If it's going to take longer to answer them satisfactorily, there are still things you (or the other two members) can say in the meantime to dispel the feeling of radio silence from an irresponsible board.
posted by trig at 4:16 PM on June 3 [6 favorites]

Joakim Ziegler: "Thank you.

So I see this:

Three of the Directors shall be elected by the majority vote of the Board (the “Board-Elected Directors”). The remainder of the Board shall be elected by the majority vote of the Members (the “Member-Elected Directors”),

Was not revised or removed. What on earth could be the rationale for this? I want to strongly urge you to remove this from the draft bylaws, and allow 100% of the board to be elected by the members in general.

Otherwise, the membership "points" system isn't a horrible idea, but I doubt it really matters, because it's really easy to meet, and it also excludes lurkers. I also think the six-month user registration before being considered a member is way too long."

Here allow me to answer
" two lawyers, and involves a lot of technical provisions and requirements, so it's important to make sure everything is on a sound legal footing "
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 4:53 PM on June 3

We're all reviewing the (hundreds!) of recent comments and suggestions and will meet to work through them as soon as we can, thanks.

oh come on. Just read the threads, summarize them and have a meeting.
posted by tivalasvegas at 4:58 PM on June 3 [6 favorites]

This:

We're all reviewing the (hundreds!) of recent comments and suggestions and will meet to work through them as soon as we can, thanks.

is unacceptably vague.

Rhaomi, exactly what plan do you, 1adam12 and Gorgik have for incorporating the "recent comments and suggestions"? Everyone should bookmark trig's May 23rd summary of the timeline of the interim unelected board's failed promises about the bylaws, and keep in mind that at every step, Rhaomi has continued to carefully control what goes into them.

The bylaws are intended more for broad structural matters, not so much operational specifics that may need to be fiddled with as needed without a complicated amendment process; there can be some of this in the bylaws themselves (and this updated draft does include some from the post-incorporation discussions), but the more you specify there the more of a PITA it is to change down the line if needed.

Which is exactly why so many of us are demanding you immediately remove the bylaw that allows you to hand-pick three members of a new, supposed-to-be-elected, board. That's appalling and it will not stand, Rhaomi. You had no right to add that crap.
posted by mediareport at 5:53 PM on June 3 [4 favorites]

922257033c4a0f3cecdbd819a46d626999d1af4a: "There it is! The lawyers told us!"

The advice from lawyer/s is absolutely sound and should be adhered to. It's completely unfair to point fingers and shout 'aha' about the relaying of this advice. Bylaws are not the place for nitpicking about tiny specifics, but about laying the foundation for policies that guide the operations of the foundation. At this point, we don't seem to have any of those policies, but that's no reason to try and jam them into the bylaws.

To be honest, the noise around wanting to change bylaws is little more than a distraction at this point. What really matters is getting a board in place that is willing and able to move the foundation forward in a manner consistent with the community's wishes. Their first order of business should be to draft and adopt a workable set of bylaws, followed closely by relevant policies to support them. If we continue to insist that perfect bylaws be in place before holding an election, we will never get an election and the foundation will continue to spend away the remaining reserves until it dies an undignified and unnecessary death.

The existing board can make this happen, if they have the will. Here's how it could happen:

1. Board adopts a membership policy consisting of the following words - 'A member of MetaFilter Community Foundation is any natural person that participates in a vote conducted through the MetaFilter platform for the purpose of electing directors'
2. Board determines to conduct an annual meeting on a specified date
3. Board determines to conduct an election via the MetaFilter platform, with the voting platform to be open for one week prior to the annual meeting date
4. Board sends out a notice via MetaFilter of the relevant dates and voting and meeting arrangements, as well as the mechanism for nominating as a director
5. Voting is conducted, votes tallied and results presented at the annual meeting
6. Members present endorse the election results and the Board is formed
7. (non) Profit!

A simpler method could be:

1. Board determines that the number of directors shall be X (I suggest 9)
2. Board determines to conduct an election on MetaFilter as quickly as can be arranged, allowing time for nominations etc
3. Board appoints the required number of persons to fill the vacancies resulting from 1, in accordance with the outcomes of the election and the Board is formed
4. (non) Profit!

I'm not a lawyer and don't even play one on TV, but I believe either of the above would be in accordance with the existing bylaws. In any case, the only real risk is if someone were to lodge a complaint with the relevant government agency that the board was not properly elected. I believe that risk is very low and more than worth taking. Some will no doubt be upset that the existing board members may choose to remain, but that should be the least of our concerns at this point.
posted by dg at 6:32 PM on June 3 [10 favorites]

Rhaomi: "We're all reviewing the (hundreds!) of recent comments and suggestions and will meet to work through them as soon as we can, thanks."

Maybe you could use AI to synthesize the hundreds of comments to help speed things up.
posted by bluloo at 6:48 PM on June 3

I think the current bylaws stipulate that the board appoints three members of the board. In that case, there could be an election and the top three vote-getters could be appointed. Then work could proceed on new bylaws, along with work on clear and accurate financial reporting, fundraising, etc.
posted by NotLost at 6:54 PM on June 3 [1 favorite]

For those that want make membership dependent on voting: Possibly there would be situations where membership is desired but new person is part of the MeFi site but hasn't yet had a vote come up.
posted by NotLost at 6:58 PM on June 3

Membership would be dependent on voting in the upcoming vote, not any previous vote. That is, membership would be conferred at the point of voting for board members.
posted by dg at 7:37 PM on June 3 [2 favorites]

dg: "To be honest, the noise around wanting to change bylaws is little more than a distraction at this point. What really matters is getting a board in place that is willing and able to move the foundation forward in a manner consistent with the community's wishes. Their first order of business should be to draft and adopt a workable set of bylaws, followed closely by relevant policies to support them. If we continue to insist that perfect bylaws be in place before holding an election, we will never get an election and the foundation will continue to spend away the remaining reserves until it dies an undignified and unnecessary death.

The existing board can make this happen, if they have the will. Here's how it could happen:"

dg's proposed options for a quick election, and for the elected board to iron out the bylaws, make sense to me and I think that's what we should advocate for. Otherwise we'll end up in an endless back-and-forth about bylaw revisions. Bylaws can be changed at any time and don't need to be figured out before an election. What we need (and what people seem to want more) is an elected board. Let's concentrate on making that happen.
posted by lapis at 7:56 PM on June 3 [9 favorites]

I have submitted a post calling for an election in June.
posted by NotLost at 8:16 PM on June 3 [6 favorites]

Membership would be dependent on voting in the upcoming vote, not any previous vote. That is, membership would be conferred at the point of voting for board members.

But a person who hadn't yet voted wouldn't be able to help call a special meeting, for instance.
posted by NotLost at 8:24 PM on June 3

Correct. At this point, the only people who can do this are the current three board members, as they are the only members.
posted by dg at 8:32 PM on June 3 [1 favorite]

Urgh. Thanks and I will try again. I am glad I saved a draft.
posted by NotLost at 8:56 PM on June 3

(Brandon, that's the kind of responsiveness people have been crying out for, thank you!)
posted by freethefeet at 3:39 AM on June 4 [6 favorites]

To be honest, the noise around wanting to change bylaws is little more than a distraction at this point.

So, an election where the three folks who've most delayed and obfuscated the process of an election, during which those three folks also get to choose 3 *un*elected members of the new elected board, without first clarifying if they themselves will be required to run as candidates or intend to automatically become part of the new board, which they could also unilaterally decide will have as few as three to six members, seems okay to you?

I think it's madness. All of that absolutely needs to be clarified before any election.
posted by mediareport at 4:56 AM on June 4 [3 favorites]

The intentions need to be clarified but the bylaws don’t need to be changed. The current board can poll all site members, then (as the only three members of the actual nonprofit association) they can appoint the winners as association members and then as board members. Then the existing board can resign (or not, if they put their names up for the poll and get the votes). Then the new board can go on to resolve the bylaws.

Yes, the board need to state their intentions. But it would be good if they could do that in any case…

I think finalizing the bylaws first is just a recipe for further delay, will impose a set of regs which were not designed with the community, and will fix a membership model that then makes the updated bylaws much harder to amend due to quorum issues.
posted by Pre-Taped Call In Show at 6:03 AM on June 4 [8 favorites]

Setting up a board now with the same general tools and methods as the Steering Committee seems like a good way to get to a point where the site has leadership with a community mandate. Making this happen does require that the interim board be willing to bind themselves to the will of the community without being legally required to do so, but it does get things moving without all the extra paperwork. And right now they ain't legally required to do shit, so it's not a change from the status quo.
posted by restless_nomad (retired) at 6:15 AM on June 4 [11 favorites]

Making this happen does require that the interim board be willing to bind themselves to the will of the community without being legally required to do so

Will you add your voice to those who've been calling for the interim unelected board to immediately make their willingness clear to do just that? You've seemed oddly reluctant to prod them to do what's needed, and as an ex-staff member, your voice arguably carries extra weight.
posted by mediareport at 6:48 AM on June 4 [3 favorites]

Extra weight in both directions. Some people take me more seriously, some people get oppositional. I'm trying to walk a line here where I participate like a regular member while being mindful of the tag after my name, so participating in the discussion seems fine but making explicit demands does not.

(I also am profoundly unconvinced of the value of making demands in MetaTalk, speaking as someone who was on the receiving end of them for years. The problem is not, almost ever, that whoever's being demanded of doesn't know what people want and that people want it.)
posted by restless_nomad (retired) at 7:31 AM on June 4 [6 favorites]

I also am profoundly unconvinced of the value of making demands in MetaTalk

Eh, it seems to have worked just fine to get rid of the board's highly unpopular decision to withhold elections until after the new site redesign went live.

In fact, loudly and repeatedly "making demands in MetaTalk" seems to have been the only thing that worked to move elections forward against the board's reluctance.
posted by mediareport at 7:41 AM on June 4 [3 favorites]

I also am profoundly unconvinced of the value of making demands in MetaTalk

What do you suggest instead?
posted by NotLost at 7:43 AM on June 4 [2 favorites]

Opening MeTas, having lively discussions, and everyone presenting their opinions and observations to the best of their ability has vastly, vastly more value than everyone figuring out the ideal imperative form to state their opinions in.
posted by restless_nomad (retired) at 7:45 AM on June 4

Instead of making demands in MetaTalk please open a MetaTalk, got it.
posted by phunniemee at 7:50 AM on June 4 [7 favorites]

*grumble*. I am saying that I don't see a point in restating all of my comments in the imperative. We are here! We are talking about what we want! The board knows about it and may or may not read them! Making explicit demands that my opinion be the one the board follows doesn't make my opinion any more valuable in anyone's eyes.

(And yeah, I don't think MetaTalk is a great place for this kind of many-to-one conversation, and I think it should be seriously rethought in the process of figuring out how an elected board would best serve the community. But that's a conversation for a later day.)
posted by restless_nomad (retired) at 7:53 AM on June 4 [5 favorites]

restless_nomad: "We are here! We are talking about what we want! "

Well some of us are here.
Those with the actual power to implement the things...are not.
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 8:38 AM on June 4 [4 favorites]

Asking nicely has definitely not worked at all with the interim board. Increasing the level of directness and making demands has resulting in us finally being able to see the bylaws and other small movements. I think we should keep making demands if we want to get anywhere.
posted by ssg at 9:11 AM on June 4 [3 favorites]

The demands will continue until our morale improves.
posted by phunniemee at 9:22 AM on June 4 [10 favorites]

Hey, I just posted this set of bylaws recommendations in the elections thread. Truth me told I meant to post it here but I was going to cross-link it anyway. This is a small bunch of suggestions intended to get us to elections faster by not including things that require a future board some study and consideration (and a couple things that just really should be fixed or not be there at all).
posted by Miko at 2:39 PM on June 5 [2 favorites]

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