Seconding this, but also noting that the board could effectively appoint as many people to the board as they like, so there is no need to limit this to the top three vote-getters. I think we should aim for 7-9 directors, in order to spread the work around.

The bylaws say: "Initially, the number of Directors shall be fixed by the Incorporators, and thereafter it shall be such number as shall have been last specified by resolution (if any) of the Board."

They also say: "Vacancies in the Board, including vacancies resulting from an increase in the authorized number of Directors, shall be filled by the Board (to the extent the vacancies are for Board-Elected Directors, even if the number remaining on the Board is less than a quorum) or by an election by the Members (to the extent that the vacancies are for Member-Elected Directors)."

This means that the board (either the current interim board or the new board of three members that they appoint) could simply pass a resolution setting the number of Directors at 7-9. Then they would be able to vote, as the only members of the foundation at that moment, to elect the remaining winners of election, in order to fill the vacancies.

I urge the interim board to move forward with an election this month, in line with the clear wishes of the community.
posted by ssg at 9:29 PM on June 3 [13 favorites]

Good points, ssg. I do agree with adding more members and your logic of how to do so.
posted by NotLost at 9:32 PM on June 3 [1 favorite]

I agree. While there are lots of opinions about how things should be run, specific bylaws and many other things, there is clear agreement that the community wants an elected board in place as a matter of absolute priority. I've copied below (from the current bylaws thread) a couple of ways I think this could happen under the existing bylaws and with existing functionality.

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.

If it's not clear, I'm suggesting the functionality previously used to vote for steering committee members be used to conduct the vote. Also, the 'voting confers membership' part is based on participating in the vote for board members, not some previous activity - this also defines who can vote, being anyone with an account (it's already been identified that sock puppet accounts can be readily dealt with). I would suggest ranked-choice voting, but that's a decision the board can make with no more than 5 minutes of discussion.

Establishing the first elected board in this way does not (and should not) create any obligation to act in the same way for future elections, which can be held after proper bylaws and policies have been established. This would be a one-off quick and dirty election to put a much-needed representative board in place.
posted by dg at 9:33 PM on June 3 [11 favorites]

I concur with the need and the urgency. We have a list of potential candidates and an existing voting system that was used previously.

I’m less sure we’re in a position to hold elections in June, but I think we can use June to establish the initial process and hold elections in July. I tried to plot out a timeline (acting under the assumption that we would create an election committee of volunteers to help make this happen) and there are a lot of tasks to be completed.

extremely rough, straw-man timeline
posted by samthemander at 9:48 PM on June 3 [8 favorites]

eager to hear from the election committee on that time line. (extremely rough, straw-man timeline)
posted by clavdivs at 10:21 PM on June 3 [1 favorite]

The interim board needs to comment, soon, indicating they support the community’s will on this.
posted by umber vowel at 10:28 PM on June 3 [10 favorites]

Clavdivs, what election committee?
posted by Pre-Taped Call In Show at 10:57 PM on June 3 [4 favorites]

Yes, please. Let's get this done.
posted by Joakim Ziegler at 12:28 AM on June 4 [1 favorite]

Grandfathering in the unelected group to the new board means that the new members of board will burn out at a rate that a 2025 Metafilter can not replace. They will be as frustrated in their attempts to do anything as the whole community is now.
posted by Ashenmote at 1:37 AM on June 4 [3 favorites]

Here's how you could have an election in June:
* One week for an actual official call for candidates.
* One week for "campaigning" -- candidate statements, Q&A.
* One week for voting.
posted by NotLost at 4:53 AM on June 4 [5 favorites]

Here's how this could work under the current situation the board has created:

1. The board decides the new board will have 7 members
2. The board decides its members will not have to run as candidates but are automatically part of any new board.
3. The board uses the power it gave itself without any discussion by the larger community to appoint 3 members.

Result: Metafilter has a 7-person board with 1 elected member, the 3 current interim unelected board members, and 3 members hand-picked by the current interim unelected board.

It seems like madness to me to hold an election with that outcome a possibility.

Is that what the interim unelected board will do? I guess that depends how much faith you have left in the folks who've delayed and obfuscated the process of an election for months. We still haven't heard from any of them about whether they want to continue as board members, which, you know, would be nice to know.

But the current bylaws certainly allow the scenario above.
posted by mediareport at 5:12 AM on June 4 [2 favorites]

What do you suggest instead, mediareport? It seems like under any other scenario, the community will be waiting indefinitely.
posted by NotLost at 5:16 AM on June 4 [1 favorite]

But the current bylaws certainly allow the scenario above.

The issue is that any option has to go through the current board - whether it's amending the bylaws or approving an election on terms the community actually agrees to.

The board has been asked multiple times in multiple threads this month to commit to holding elections soon. Or even to state their current position on holding elections soon. They're actively choosing not to respond. (This is not okay.)

Rhaomi et al., if you're seeing this: You didn't like the "nice site, shame if something happened to it" comments in previous threads. You're not wrong, they suck. In so many ways. But if they're the only way to get you to actually respond to things the community asks for - which, insane as it is, seems to be the case - then that really is on you. Stop waiting for arson to light a fire under your asses.

What you need to come out and say is "We're committed to holding elections by end of June ideally and end of July at the absolute latest. Technological challenges? We'll make it work. Not enough time for us to handle it? We'll recruit and empower assistance. Minimal restrictions on Metafilter members voting aside from sockpoppet votes, which are forbidden. We promise to honor the results of the vote. We promise to not take advantage of the clause we inserted* into the current bylaws that allow us to handpick three members of the new board. We will report on progress towards the election on a weekly basis at minimum."

* secretly, never bothering to inform anyone in the community we supposedly are acting on behalf of until absolutely cornered to do so. 6 months after the fact.
posted by trig at 6:09 AM on June 4 [13 favorites]

June of what year?
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 6:14 AM on June 4 [6 favorites]

Oh, good catch! (Gotta laugh so I don't cry...)
posted by trig at 6:17 AM on June 4 [3 favorites]

For the sake of clarity, I mean that a board election should be held this month, in June of 2025.
posted by NotLost at 6:19 AM on June 4

It is in the interest of the foundation to have a board elected by whatever users of the site wish to become members of the foundation. If the interim board wants to propose candidates, let them do it, and add those candidates to the pool that are being voted on. If any members of the interim board want to stand for election, let them add themselves to the pool of candidates to be voted on. Every single person on the first elected board should be elected by the community.

We don't want to taint the first elected board with the stench of the interim board and their questionable actions/inactions. That's not a way to move forward. If all three members of the interim board and every person they propose for the board get elected by the community, then that's a clean slate as far as I'm concerned.

Obviously every aspect of the foundation is in the complete control of the interim board, by design. It's up to them to let the community have a real election or they won't. If they actually care about the community, they will.
posted by snofoam at 6:30 AM on June 4 [6 favorites]

Board members and their last site activity:

Gorgik - Mefi comment on April 19
1adam12 - Mefi comment on May 12
Rhaomi - MeTa comment on June 3

Might be worth pinging them about the existence of this thread if they show up on other subsites.
posted by Diskeater at 6:51 AM on June 4 [8 favorites]

NotLost: I’m not convinced we have enough information about the shape of board terms to post more than a preliminary call for applications. Although maybe I’m wrong.

Diskeater: great point. Maybe some of our board have effectively left the organization without notice.
posted by samthemander at 6:55 AM on June 4 [1 favorite]

Current bylaws say terms are one year.

A new board could (and should) amend the bylaws in any way they agreeed on, so the term could be changed (which is always going to be true). But right now they're one year.
posted by lapis at 6:59 AM on June 4 [3 favorites]

Might be worth pinging them about the existence of this thread if they show up on other subsites.

I tried this for an earlier thread. Also sent them a link to this summary. The only response I got was a snippy one from Adam. (Is Gorgik still alive?)
posted by trig at 7:01 AM on June 4 [3 favorites]

With the caveat that they could amend the bylaws to say that certain portions (e.g., ones covering issues relating to the Board's size, time and manner of elections, handling vacancies, etc. require something other than a simple Board majority, for instance a vote of the membership or a Board supermajority).

But anyway, as has been noted many times by many people, the current bylaws offer a path to an elected Board by virtue of the Board committing to run an informal poll and abide by its results. That is all that needs to happen right now.
posted by tivalasvegas at 7:03 AM on June 4 [7 favorites]

Might be worth pinging them about the existence of this thread if they show up on other subsites.

If you want to be accused of harassment.
posted by snofoam at 7:03 AM on June 4 [7 favorites]

While the community action these past few weeks has been great to see, the amount of overthinking things has also been over the top. Part of that is the impedance mismatch between input to and output from the interim board, but part of it is also just the Metafilter site culture of overthinking a plate of beans. The truth is that there are very few meaningful rules to follow or consequences to be concerned with here.

If the interim board just appointed the 6 or 7 people who showed interest in running in that other thread I think that could be a great step forward. It would certainly meet the informal criteria of a good faith effort to involve the community. The people who really care about this are the people reading and commenting in these Metatalk threads. It's safe to assume that most users who have something to say have already said it at this point. So just appoint the people who have expressed interest in being board members and start moving forward. Six new board members will make everything else happen more smoothly, including future bylaw revisions and elections.
posted by grog at 7:04 AM on June 4 [20 favorites]

If you want to be accused of harassment.

That would count as site activity so as long as they do that in this thread I'm fine with that.
posted by Diskeater at 7:05 AM on June 4 [3 favorites]

Grog, I really appreciate the reality check. Like, we could skip the election basically.
posted by samthemander at 7:07 AM on June 4 [5 favorites]

What do you suggest instead, mediareport?

Come on, I've suggested it over and over, but trig has it above: the board announces they are candidates (if they choose to run) and publicly commits to abide by the results of an election using a very similar process to the Steering Committee vote (which Rhaomi was also prepared to use for the 2nd Steering Committee vote that didn't happen). Requirements to vote are minimal; the board publicly renounces its ability to appoint any new board members; a third party not involving any current board members or staff tallies the votes, and we get a fully elected new board.

All of this depends upon us putting enough pressure on Rhaomi, 1adam12 and Gorgik that they feel no choice but to abide by what the community is asking of them. We have no ability right now to force the board to do the right thing, so must solely rely on ramping up public pressure, which they've shown is the only thing that works to get them to stop their delays and power grabs and get on with actually turning MeFi over to the community.

Absent that loud, ongoing pressure I have no faith in the current interim unelected board to do the right thing here. Instead of rushing to hold an election under conditions the current untrustworthy board has created and can easily abuse to stay in control of the site, we need to keep up the pressure.

Honestly, the next move if the IUB fails to give us the most basic courtesy of telling us their own plans to either 1) run as candidates, 2) grandfather themselves in to any new board and/or 3) reserve the right they gave themselves to appoint 3 new members of the board is simple:

A posting and commenting strike that starts as a one-day event and continues until the IUB actually responds to those issues.
posted by mediareport at 7:08 AM on June 4 [5 favorites]

I guarantee that would get their attention.
posted by mediareport at 7:10 AM on June 4 [2 favorites]

mediareport: "I guarantee that would get their attention."

Why would it?
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 7:42 AM on June 4 [1 favorite]

Why can’t the election just be held without the interim board? I was on the interim board for a short stretch in the fall / winter of 2023 / 2024 until life got in the way and I just didn’t have time anymore. NotLost was on it much longer. Nobody ever gave me any magical special MeFi Board Powers - just a slack channel. There’s no scepter and ring. NotLost can probably get the new Board members on the slack. If you say you’re the Board, you’re the Board. Honestly I think it’s just that simple. I don’t see why you can’t hold elections, mediareport and snofoam and whoever else wants to do it. Just do it.

Rhaomi, Gorgik and 1adam12 are all good people, just snowed under as are we all in this worst of all possible timelines. Maybe running an election right now is more than they want to deal with. It’s certainly more than I would want to deal with. So just do it and tell everyone the results and there you go, the winners are the bosses now and good luck to them.
posted by mygothlaundry at 9:08 AM on June 4 [6 favorites]

. Nobody ever gave me any magical special MeFi Board Powers

Unfortunately this has since happened, with Rhaomi et al. now being the legal owners of the Foundation.
posted by phunniemee at 9:10 AM on June 4 [17 favorites]

1. I don't have access to the board Slack anymore.

2. FYI: Shadow cabinet.

3. The community could plausibly hold an election. Whether that would be accepted by the board is another question. Most things are another question.
posted by NotLost at 9:18 AM on June 4 [2 favorites]

I think regardless of what we call things (election committee or just volunteers or whatever), we will need an informal group of 2-7 people, including one person who can act as the “voice”/point-of-contact for the group, who will spearhead and move the election process forward.

It’s clear the existing board is not interested in taking on this task.

Should we begin by defining this group of people? That group can then meet (separate from MetaTalk), discuss, and bring a more unified proposal to MetaTalk for the community to review.
posted by samthemander at 9:34 AM on June 4 [4 favorites]

And NotLost: I want to say, I think you’re basically doing this already. I just think it would help if we pigeonholed a few people to directly support you over the next month to make this happen.

NotLost, thank you for all of your commitment and work on this so far.
posted by samthemander at 9:36 AM on June 4 [6 favorites]

samthemander: "We have a list of potential candidates"

That post is full of comments from people who are not running. I am reiterating the request to have a list of people who are actually running, no jokes, and their platforms, with no other commentary. If they want to include their former usernames, that would be useful to me as I cannot keep track of that kind of thing.
posted by soelo at 9:55 AM on June 4 [6 favorites]

I am reiterating the request to have a list of people who are actually running, no jokes, and their platforms, with no other commentary.

At some point, we had talked about each candidate having a MeTa with their candidate statement and a Q&A, and one MeTa linking to all of them. I think the situation is working toward that.

The current list of potential candidates was intended to be preliminary to get an idea of the field. Things are evolving.
posted by NotLost at 9:58 AM on June 4 [4 favorites]

I’ll start.

I volunteer to actively participate as a member of the election committee/team, with the goal of executing an election of members to join the MeFiCoFo board.

FMy availability will be dramatically narrowing approximately August 12 (baby #3 forthcoming!). If there are sufficient volunteers who can serve longer if needed, I can step back.
posted by samthemander at 9:59 AM on June 4 [4 favorites]

I think an elections team will need to make two slightly different proposals, to account for whether the interim board chooses to cooperate with the team during the process.
posted by NotLost at 10:57 AM on June 4 [3 favorites]

Good grief people. I understand the frustration, but creating another committee with zero authority is going to do absolutely nothing.

The only thing that can be done to move things forward is for the Board to present a definitive plan and timeline. They are the sole members of the Foundation and have full decision-making authority over it, subject only to the laws of the great state of Delaware. We are all just people with user accounts on the Foundation's website.
posted by tivalasvegas at 10:57 AM on June 4 [10 favorites]

I support board elections right away. I also feel like anyone who wants to be on the board and receives more than one vote should be elected. The attrition rate for people who have attempted to be on various steering committees, advisory bodies, boards, and other voluntary positions here has been brutal. So we should have the largest possible board even though that’s potentially awkward. But there needs to be a way to clear out members who have become inactive without allowing for one faction to illegitimately oust another.
posted by rikschell at 10:58 AM on June 4 [4 favorites]

The only thing that can be done to move things forward is for the Board to present a definitive plan and timeline.

i am announcing my candidacy for the new Moving Forward Committee
posted by secret about box at 11:27 AM on June 4 [3 favorites]

Tiva, I hear you 100%. But they’re not doing anything. They don’t have bandwidth, which is human and understandable, so my hope is that by standing up a framework we can create something that the board can just “bless”/accept.
posted by samthemander at 11:57 AM on June 4 [1 favorite]

I agree that we should have elections as soon as possible.

But realistically, a June deadline isn't someone one member of the interim board can just agree to, and then tell us in the thread. I think all three would have to agree on a date.

Also, casually setting deadlines and then not meeting them has been a huge source of tension on the site. I assume frimble would have to set up the voting on the old site, so they also have to ensure that's possible at a minimum.

This thread is less than 24 hours old. I think we have to allow more time than that for the interim board to meet with each other and consult with technical staff before committing to a workable election date.
posted by TheophileEscargot at 12:09 PM on June 4 [4 favorites]

I say continue to plan and talk about the election but until we hear from the board and clarifications of the bylawsI think it would be rushing a June election.

and it would be really helpful if an election committee was formed real quick.
posted by clavdivs at 12:41 PM on June 4 [1 favorite]

I can serve on an election committee. I'd like to see at least one more person join, but the more the merrier.
posted by NotLost at 12:49 PM on June 4 [2 favorites]

Tiva, I hear you 100%. But they’re not doing anything. They don’t have bandwidth

Right but they're already whining about having to wade through "hundreds" of comments. All the information they really need is already contained within these threads, whether it's things that have broad consensus (elections ASAP being the main one obviously), things where there's a few options that just need to be settled on (e.g., what voting platform to use, whether to have a separate registration or an integrated vote/register situation, how many seats should be on the Board) or things like "what date should the election be".

Standing up a committee to rehash these things all over again is just going to be more things that they'll feel they need to wade through before making, god forbid, a decision.

It's my opinion that as annoying as all of this is and as much as we would like to figure out some way to make them move, there's simply not much more to be done at this moment. Ball is in their court. Once they've made some of these calls, then I think they ought to ask for help on various things and that's where it makes sense to spin up a few working groups from the community.
posted by tivalasvegas at 1:59 PM on June 4 [3 favorites]

Standing up a committee to rehash these things all over again is just going to be more things that they'll feel they need to wade through before making, god forbid, a decision.

You have a good point. what I purpose is a flash committee, formed by the twin Wonder Powers consensus. committee would have days or week to go over the pertinent information one more time and address document the questions which are many, some very important, if not addressed by that time. this would be a ramrod committee, basically creating both documents would encompass community concerns.

I'm about to throw up a serious flare. but I don't want to bog down Adam with the tedious question, so I'm going to go to my local rep. or if need be, Brandon and I don't want to use his him as some sort of courier.
posted by clavdivs at 3:05 PM on June 4 [1 favorite]

Yeah, my intention is less to “hash things out” and more to “compile feedback into categories, identify the leading option per category, and write out some draft language for the board review and approval.” I just suspect the board doesn’t have bandwidth to do this alone. If they can chime in and say are already doing this, then fantastic.
posted by samthemander at 3:07 PM on June 4 [3 favorites]

I retract my above comments. I would love to join the clavdivs twin wonder powers flash ramrod committee. I don't know what it is but I want to be there.
posted by tivalasvegas at 3:10 PM on June 4 [5 favorites]

That's fair. I still think it's best to wait a bit to see how the Board responds to all of this, but yes that will likely be helpful sooner or later.
posted by tivalasvegas at 3:12 PM on June 4 [1 favorite]

I can serve on an election committee.
posted by joannemerriam at 3:33 PM on June 4 [3 favorites]

I strongly support the clavdivs twin wonder powers flash ramrod committee for election excellence!
posted by Vatnesine at 3:35 PM on June 4 [1 favorite]

committee would have days or week to [do the stuff]

Yes please.

This site's staff and leadership have almost always done things in one of two ways: baroquely overcomplicate tasks and drag them out interminably (and let them fall between the cracks half the time), or declare deadlines but treat them like loose suggestions.

Setting short tight deadlines for small, doable tasks - and doing what it takes to meet them, for once - is what needs to happen.

I vote for letting Rhaomi, Adam, and Gorgik have 1 full week from today to catch up on whatever information they've been ignoring and discuss whatever they need to. There's no reason for their discussion to take longer than that, and every reason to believe that if given longer they'll still drag things out beyond that. (They've had weeks now to follow along, if they cared to.)

At the same time let's use this week to clarify what essential questions actually need to be settled for an election to happen, and whether we already have a consensus on them. "We" can be a committee discussing offline, but I'm not sure that it can't also happen as an open discussion here if we set up tight, focused threads with short timelines.

If by next Thursday the board hasn't managed to come out with a non-vague commitment on holding elections with an approach and timescale acceptable to the community, then it's time for us to assume they will continue to obstruct. In which case we should give ourselves another week's deadline to discuss and get a consensus on answers to whatever questions are still open. At that point we should have a solid plan to present to the board with a short deadline for them to consider it. If the board rejects that, then it's time to take a day to figure out if we're witholding donations or going on strike or what.

Thoughts?
posted by trig at 3:41 PM on June 4 [10 favorites]

I've only commented a few times in these threads. It's possible that there is a MeFi consensus around quickly holding elections and I'm just weird in... not having that urgency? Like I'm fine continuing to donate as is. I'll keep making the occasional post. Earlier elections would be better than later, but waiting longer for them is not going to be enough for me "go on strike" or anything.

Ever since the consensus of needing elections right away started to explicitly declare itself, I've been a little nervous about saying anything counter to it, but eh, I lived through the megathreads, I guess I can say this.
posted by a faded photo of their beloved at 3:51 PM on June 4 [11 favorites]

As far as I can tell the questions that need to be answered for an election to happen are are:

Policy:
--- Which accounts gets to vote? (consensus is hovering around "any account that is not a sockpuppet")
--- What happens to sockpuppet voters? (consensus seems to be "permanently ban them")
--- How many board members will there be?
--- Any requirements that candidates need to meet?
--- If there are as many or fewer candidates as the number of seats to be filled, do those candidates all get elected, or do they need to get some minimum number of votes to make it through?
--- What happens if seats remain unfilled?
--- Can interim board members run? (consensus seems to be "yes")
--- Can interim board members handpick members of the future board without community confirmation? (consensus seems to be "no")
--- When will the newly elected board take over?
--- What will the handover process be like, if interim board members don't carry over?
--- What documentation does the interim board need to provide the incoming board?

Technical:
--- What platform to use for voting? (consensus seems to be "same one as was going to be used for 2nd Steering Committee election")
--- How will votes be counted?
--- How will sockpuppets be weeded out? (needs an answer from frimble or possibly kirkaracha)
--- How should candidates present themselves? Separate AMA-style threads here on Metatalk for each one?

Scheduling etc.
--- Draw up the quickest achievable schedule to follow with intermediate stages and deadlines for each stage
--- How should members be notified about each stage?


What's missing?
posted by trig at 3:55 PM on June 4 [6 favorites]

It's possible that there is a MeFi consensus around quickly holding elections and I'm just weird in... not having that urgency?

There does seem to be a consensus around it. I think this is for 3 reasons:

1) If the board had said "We'll have elections in August, and that's a firm commitment" that would have been one thing. Instead the board said "we'll have elections at some point after the site rewrite is finished". The site rewrite is a nebulous and ambitious project with no realistic projected end date that I'm aware of. On top of which there's no reasonable reason for those to things to even be connected in the first place.

2) If the board had been operating all this time openly and with transparency, communicating and engaging with the community, that would have been one thing. (People would probably have been begging them to stay on.) Instead they've been even less open and engaged than the previous leadership, which is saying something. And when finally pinned down and made to do even the most basic things they'd promised over and over to do like, oh, release the bylaws they've been legally operating under all this time, it turns out they've done some massively anti-community stuff, like define the three of them as the only members of the nonprofit (and therefore the only ones who get any input into how its run, or any ability to vote), give themselves the right to handpick new board members, and so on. The thought that maybe the community should be kept aware of things like this appears to not have even occurred to them - and that's the best-case scenario.

3) If the board had shown basic competence in things like straightening out the site's finances -- not even raising funds, just untangling the amateurish and hopefully not illegal accounting mess we've got -- people would probably have given them a lot more leeway. Instead we've gotten the usual dragged out timelines and missed deadlines followed once again by incomprehensible financial reports and a refusal to answer straightforward questions in a straightforward way. We still don't know how much money the site has, how long it can realistically keep running for, or whether funds are available to hire anyone to do things like proper accounting or admin or management.

Add to that the contempt with which they've been engaging over the last several months (to the extent that they've been engaging with anyone at all), the way they've dropped the ball on accepting offers for help, the way they've been deadweight at best for the site rewrite project and the moderator oversite committee, and so on. And the awareness that this is how this group has seen fit to act after seeing the pretty awful, and predictable, results of the exact same behavior by loup+jessamyn and, before that, cortex.

All of these things together make it hard to trust (a) that they see their role as serving the community, and (b) that the site can actually survive having them in charge for too much longer, whether because of their financial and operational incompetence or because of members continuing to leave the site out of frustration with their behavior.

And hard to trust that they'll leave within a reasonable timeframe without massive pressure to do so.

It's fine if not everyone agrees, but this isn't some random bunch of members making a ruckus for kicks.
posted by trig at 4:28 PM on June 4 [17 favorites]

--- If there are roughly the number of candidates as open spots (or even if not), what is the threshold vote for being elected? Sorry if I'm dumb but I haven't seen this brought up before. I'd like to think anyone being on the board should be able to get a check mark on >50% of ballots cast.

OK, it turns out I'm dumb and this is the fifth point above. I haven't seen it brought up before that.

In this context, I expect voters are going to be approving the whole ballot more or less so putting up a majority requirement shouldn't be a problem. Maybe the newly elected board could, at its discretion, invite sub-50%'s if they need more people.

Otherwise someone like me could say, "I'd like to be on the board", put someone popular's nomination statement through ChatGPT, and be on the board with 10% of the ostensible boy-band-permaband-Rogan-watching-belt-notching group voting for me. The were quietly watching me for years and understood that, as well as obviously being one hell of a lady's man, I was 50% more open to Eating Old Food than average here. Spoiler: eating old food correlates with conservatism in a number of senses (cf. 1. Wilson, Norbert Lance Weston, and Ruiqing Miao. 2025. “Food Waste, Date Labels, and Risk Preferences: An Experimental Exploration.” Applied Economic Perspectives and Policy 1–29. 2. Oleniuch, Iwona & Cichocka, Izabela. 2018. "An Attempt to Determine the Scale of Food Conservatism – Results of the Pilot Study." Humanities and Social Sciences Quarterly. 25(4))

You don't want that and neither do I. They and I are the very ostensible security threat that has held up this election for months, and you are this close to not having me, and the malign influence of them, who I totally acknowledge will be sockpuppeting me (I think they call it meat-puppeting, but I just hate to write that; even worse, old meat-puppeting, we're grilling steaks we threw on the roof of the frat last year, and I don't think that stuff ever comes out), on the board, with reasonable voting requirements.
posted by sylvanshine at 4:52 PM on June 4 [4 favorites]

Trig- for first point- one person, using one user account, has one vote. I don't think we need to ensure that socks don't vote, as long as people only use one account to vote. One person one vote, no matter how many accounts/brand new days/socks you have.
posted by freethefeet at 5:13 PM on June 4

Ever since the consensus of needing elections right away started to explicitly declare itself, I've been a little nervous about saying anything counter to it, but eh, I lived through the megathreads, I guess I can say this.

Thanks for saying this. I don't agree, for the reasons trig gave in response to you, but I think it's a valid point of view and I'm glad you felt comfortable to voice (what is probably) a minority opinion.
posted by tivalasvegas at 5:45 PM on June 4 [7 favorites]

What's missing?
questions on membership eligibility.
posted by clavdivs at 5:54 PM on June 4

What's missing?

That seems fairly comprehensive to me, thanks for putting it together. Off the top of my head, the only thing that I don't think has actually been addressed is the question of the voting structure itself. I assume that we're looking at everyone having N votes where N is the number of open seats, but I don't think that's actually been discussed. My thinking on that is that we don't need to get fancy with any single transferable vote kind of thing, it sounds from the other thread like we'll have somewhere in the low double digits of candidates which is fine for seven or nine seats (which I think are the two most mentioned number?). The other thing we might consider is approval voting, where you can vote for as many people as you approve of (which could be just a few, or everyone).

Realistically, though, I think outcomes are likely to be about the same with any system, and probably the same system that we used in the previous election is the easiest to implement.

I think it is fair to set one week as a deadline for substantive board action. I don't really know whether, like, a boycott or something would really help at that point though if they continue to be unresponsive.
posted by tivalasvegas at 5:55 PM on June 4 [1 favorite]

questions on membership eligibility

No, that isn't required. Under this plan, the membership will continue to be the three Board persons who are at this time the only legal members of the Foundation. In their capacity as Board members, they agree to name the winners of the election as Foundation members and Board members. The new board (which is either majority or fully elected) then works on issues like fixing the bylaws, establishing membership criteria and so on, in conversation and consultation with users of Metafilter (us).
posted by tivalasvegas at 5:58 PM on June 4 [5 favorites]

so the 6 month eligibility requirement is only for the three board members currently and not for members running for the board.
posted by clavdivs at 6:09 PM on June 4

The existing Board members can choose to name themselves / stay or not (and really, I'd prefer they did at least for a while in order to be able to help transition things over). But the post-election Board would (continue to) have the power to amend the bylaws however they like, which they would be doing in consultation with all of us. So that would extend not only to amending bylaws to establish a process for becoming a Member of the Foundation but also to establish how the Board is constituted -- election process, terms of office, number of Board members and so on. Ultimately, the goal would be to have that all hammered out and then start conducting business based on those rules (bylaws).
posted by tivalasvegas at 6:19 PM on June 4 [2 favorites]

If only there were some way we could harness all this energy for some useful purpose!
posted by snofoam at 6:35 PM on June 4 [5 favorites]

I don’t have strong feelings about an immediate election. I want Metafilter to survive more than I want it to be led by particular people. I am curious why three successive creative and competent people/teams have taken the helm and then gone silent. I wonder whether there is something I don’t know that would make that make sense. I am also a little skeptical about how much of the little-m membership actually is feeling this urgency, since I know we in MetaTalk are not a random sample of users. I fear some of what I am seeing character-wise in the self nominations is the opposite of what a functioning board needs, and it makes me sad. I also know there’s no way I’d volunteer for this role myself and so I feel guilty too. I feel a lot of things, in other words, I care about this problem and this place, but I want things to happen well more than I want them to happen now.
posted by eirias at 6:39 PM on June 4 [22 favorites]

MeFiCoin... every comment gets put on the blockchain... new MeFiCoin created on commit. Hodl.

There, useful purpose.
posted by one4themoment at 6:40 PM on June 4

While the community action these past few weeks has been great to see, the amount of overthinking things has also been over the top... The truth is that there are very few meaningful rules to follow or consequences to be concerned with here. -grog

Thanks for that comment, it really clarified thoughts and concerns I had while considering standing for election. I kept running into hurdles: "Well, if I were on the board, I'd like to see this bylaw changed, and really, this should be set in stone before there's any sort of election, blahblahblah..." and just going around in circles playing with hypothetical policies.

If there is any substantial reason why the Interim Board cannot use their authority to sanction an election and appoint the winners to the Elected Board/Foundation I've not seen it. The only things needed are agreements on the number of seats, eligibility, and a date set for voting.

(Personally I like 9 elected with the three IB members grandfathered in. 12 may seem like a lot, but life happens and too big a number attrition-proofs the board and oh god I'm doing it again.)
posted by Alvy Ampersand at 6:57 PM on June 4 [1 favorite]

I am curious why three successive creative and competent people/teams have taken the helm and then gone silent.

I am not sure I agree 100% with the specifics, but I do see what you are saying. I think there are people who want to do stuff and then there are people who want to fiddle with the theory around how to do stuff. Somehow, this site filters out the do stuff people and leaves the meta people in charge.
posted by snofoam at 7:01 PM on June 4 [10 favorites]

Honestly, my sense of urgency about the elections is 90% related to the budget. From what I can tell, we are not on a trajectory to continue paying our moderators for much longer, and an uncontrolled/accidental manner of losing our mods or tech support by “oops check bounced” seems like the death of this place.

I donated monthly for years…
posted by samthemander at 7:01 PM on June 4 [10 favorites]

samthemander: "Honestly, my sense of urgency about the elections is 90% related to the budget. From what I can tell, we are not on a trajectory to continue paying our moderators for much longer, and an uncontrolled/accidental manner of losing our mods or tech support by “oops check bounced” seems like the death of this place.

I donated monthly for years…"

Bingo, this exactly, and add basically what I said before here.
posted by phunniemee at 7:04 PM on June 4 [6 favorites]

I, and a lot of others, stopped monthly donations when it became clear our money was going into a mysterious black hole. Financial is also my main concern here.

But also, can we please finally start doing some of the things we were doing when the first Steering Committee was active?

Edit to add, for historical context: They had a lot of great energy and momentum, and had to stop doing things because it was determined volunteers couldn't work for a for-profit. So now we're a non-profit, let's get some of the enthusiastic visionaries back in charge.
posted by umber vowel at 7:08 PM on June 4 [7 favorites]

I love that idea, umber vowel. I'm afraid that we might have lost those people, or burned them out. That's part of what I'm worried I don't understand, that I wish I could understand before pushing for a specific remedy.
posted by eirias at 7:19 PM on June 4 [1 favorite]

Lots of people are offering to help at MeFiCoFo. The vibe from the Interim Board feels like “nah we got this”.
posted by umber vowel at 7:32 PM on June 4 [2 favorites]

The existing Board members can choose to name themselves / stay or not (and really, I'd prefer they did at least for a while in order to be able to help transition things over)

I also hope that the Interim board will hold themselves available to advise the new board and help with the transition.

But there is no need for the old board to BE on the new board to do that.
posted by Ashenmote at 9:07 PM on June 4 [4 favorites]

If we are scheduling weekly goals for the interim board, is there anyone that wants to communicate that to them directly?
posted by NotLost at 10:43 PM on June 4 [1 favorite]

I have written to the other volunteers for the election committee to get their e-mail addresses. Then we can get the ball rolling among the team. We will report back in a timely manner.

If anyone else wants to join us, please send me MeMail with your e-mail address.

Thanks to the other volunteers, and to everyone who is contributing to the discussion, including with favorites!
posted by NotLost at 11:08 PM on June 4 [1 favorite]

So now we're a non-profit, let's get some of the enthusiastic visionaries back in charge.

But we're still not community governed, which is another aspect that becoming a nonprofit was supposed to accomplish.
posted by NotLost at 11:09 PM on June 4 [1 favorite]

About the future of the current board members: The bylaws put terms at one year. When their terms started is open to interpretation. But one way to look at it is that the terms started with the approval of the bylaws in November 2024. So I can see their terms running out in November of 2025. Getting everything aligned is a matter that can be left until later.

And there is an argument to keep them on, such as for some continuity.

The bylaws say we can have up to 12 total directors. So I think we should elect nine, especially to make up for past and expected attrition.

I think we now have slightly more than nine candidates. Possibly we could get more with more publicity and more of an election plan.

I am leaning toward approval voting. But I would also be fine with ranked-choice voting.
posted by NotLost at 11:31 PM on June 4 [1 favorite]

Favorite this comment if you prefer ranked-choice voting.
posted by NotLost at 11:32 PM on June 4 [7 favorites]

Favorite this comment if you prefer approval voting.
posted by NotLost at 11:32 PM on June 4 [15 favorites]

Favorite this comment if you prefer some other electoral method.
posted by NotLost at 11:32 PM on June 4

I'm just weird in... not having that urgency?

the rainy season...
posted by HearHere at 1:27 AM on June 5

If we are scheduling weekly goals for the interim board, is there anyone that wants to communicate that to them directly?

If we're okay with doing this then I'll MeMail them, and maybe someone else can email them.

Are we okay with it? "It" being giving the interim board a full week's time to discuss whatever they need to discuss amongst themselves and give us a concrete statement on whether they commit to having elections on a timescale acceptable to the community and agree to abide by its results.

(If they don't respect that deadline or make a statement that they refuse the above, we can go from there in terms of working to force the issue. If they do - great, we've finally got a starting point.)

Again, the reason for this approach is to prevent things from dragging out interminably and get a clear answer on the basic question that anything else depends on.

It's 7-10am now continental US time, which as far as I know is where the mods are. I'll send the MeMail in two hours unless people prefer I don't.
posted by trig at 7:09 AM on June 5 [2 favorites]

It's 7-10am now continental US time, which as far as I know is where the mods are. I'll send the MeMail in two hours unless people prefer I don't.

I like your optimism! Send that email!
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 7:24 AM on June 5

I'll send the MeMail in two hours unless people prefer I don't.

Maybe we should give 24 hours from when you posted the schedule, to better ensure opportunity for community feedback. But I am in.
posted by NotLost at 7:25 AM on June 5 [1 favorite]

I posted it at 4pm Pacific Time yesterday according to the timestamp. I'm not going to be available at that time today, but if someone else can do the emailing/memailing around that time I'm fine if it waits until then.
posted by trig at 7:32 AM on June 5 [1 favorite]

Ultimately, the goal would be to have that all hammered out and then start conducting business based on those rules (bylaws).
posted by tivalasvegas at 9:19 PM on June

I think it's really neat for you to tell me that it's not necessary. that's how all productive boards and meetings go. when a person is not sure of the answer, they ask a question. they called this feedback. did you answer the question. Ahah..did you answer the question. no, you did not I have no idea what you're talking about pertaining to bylaws in the future. so I'm not going to restate the question. I'll just wait for it to show itself. I understand not hearing from the board in a timely manner and even I'm wondering what's going on. maybe what's going on is up to us and not them but that sounds like a convenient way to compartmentalize the problem.
so far in this election thing I've seen more problems than actual solutions or progress.
I think coming to the conclusion that one can't be nice to communicate with the board and even suggesting some sort of strike is facile and I won't have anything to do with it. go ahead and strike if you want there'll be more than enough members to make up contributions. hell take it over to Reddit. those folks are funny.
posted by clavdivs at 7:43 AM on June 5 [1 favorite]

I don't know why you're mad at me, clavdivs. You raised the question of whether member eligibility needs to be worked out before elections can happen and I explained why that isn't the case as clearly and simply as I could.
posted by tivalasvegas at 7:55 AM on June 5 [1 favorite]

I do agree that threatening to / going through with having a strike or whatever is unlikely to be productive, but if people feel like they want to do that then that's up to them. I guess cancelling recurring donations is probably somewhat more useful, but I cancelled mine a long time ago so at least in my case it's kind of moot.
posted by tivalasvegas at 7:58 AM on June 5 [2 favorites]

The only people who would participate in a strike are the people who 1) pay close attention to MetaTalk and are 2) het up about things, which means all a strike would accomplish is that the yappers [inclusive] stop yapping. Which would be a benefit exclusively to the people who are annoyed by us yapping.

Board/mods watching a "strike" happen.
posted by phunniemee at 8:49 AM on June 5 [5 favorites]

I'm more angry at the proposed actions that yourself don't quite agree with.

upon a third review, I do believe you have answered the question the best of your ability. however, it does not satisfy the questions I have with the wording of the bylaw.
I'm beginning to believe that the original bylaw concerning membership would just be a general caveat to cover the three existing board members for purposes of nonprofit stuff or what have you.

I just have a problem exactly fitting in section c with article 9 as it pertains to membership. this too could be legalese in case the existing board members decided or have changed at their usernames.

Trig and others have done a marvelous job compiling the relevant questions in aggregate.to have one document for the board to purview concerning all these questions would be advantageous for expediency, in my opinion.
I'm not mad at you tiva, I would say I'm mad because I have not received the answer that I expect but this has to come from the board and not us at this point,.

if the board or someone on the board has stated the 6-month eligibility is not a requirement to run, I might have missed that comment and if it exists could someone throw me a link.
posted by clavdivs at 8:56 AM on June 5

Board/mods watching a "strike" happen.

(Will Gerr.gif)
posted by clavdivs at 9:02 AM on June 5

clavdivs: "if the board or someone on the board has stated "

The problem is...the board hasn't said much at all.
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 9:04 AM on June 5 [4 favorites]

Okay, this is what I have written. Sound okay?

If nobody volunteers to send it or some amended version to the board by let's say "the evening of June 5th, US time", I can MeMail it to them about 4 hours from now.

I'd rather not wait till tomorrow, since I'd like to reduce chances of getting into things like "We didn't see this until Friday afternoon/night/the weekend, we have full lives, etc."

If anyone objects, let me know. If you think we might as well extend the deadline to Sunday night so they have *2* full weekends, let me know.

--

Hi Rhaomi, Adam, and Gorgik,

As you know, there are currently a lot of conversations going on in MetaTalk about holding elections for a permanent board.

These conversations started several months ago and gathered steam about one month ago. They have also branched out into a variety of directions, which may be difficult for some people, and possibly the board, to follow.

Rhaomi previously commented that you are or will be going over the discussion on bylaws. However, a consensus has been emerging that we need to keep things as simple as possible.
Bylaws and other extraneous issues can be settled after elections are held, by an elected group. The current bylaws can accommodate an open election - if the interim board agrees to appoint a new board based on the result of the vote.

There are technological and methodological questions to figure out before holding an election, but the question everything depends on is:

Will the interim board commit to
(a) holding such an election, using methods and crucially a timescale that the community accepts, and
(b) appoint a new board based solely on its results?

We have been asking for concrete clarification on this question for weeks.

We recognize that it takes time to read through all the threads, and that the board is also dealing with other issues currently.

But to prevent this dragging on for yet more months, we request an answer to the basic question above. If we don't receive an answer to it by next Friday (let's say, end of day), we'll assume the answer is a negative.

If the board does commit to the above, we hope to discuss, research, and arrive at consensus as a community on the more down-to-details questions within a timetable that is as quick as can be reasonably achieved. If the board is too busy to participate in that process on a reasonable timescale (understandable), we are able to do so ourselves and present the board with the results for approval.

We feel a week is sufficient time for a board of three people to discuss and answer this question. If you feel otherwise, please let us know a concrete deadline by which you are willing to provide an answer.

Again, an answer to this question is the only thing we are asking for at this point.

Thank you for your time and consideration.
posted by trig at 9:37 AM on June 5 [15 favorites]

It's fine if not everyone agrees, but this isn't some random bunch of members making a ruckus for kicks.

I don't think anyone's here in MeTa discussing bylaws and elections "for kicks". It is my assumption that basically everyone here is operating in good faith and that they are operating with different ideas about what is true (or can be inferred) and what is effective.

People interact with this site at different timescales. I interact with the site at a faster timescale than the IB seems to, and there are many others that interact with the site at a faster timescale than I do. That seems like it would be more or less okay- if the situation that the IB confronted allowed them to act as slowly as they seem to. It's easy to appreciate the financial motivation for wanting things done quickly; if the site had, say, less than six months to live, then I'd be in that camp, too.

The financial state of the site has varied over time. The fragmented, disorganized reporting of that state has given site members a lot of uncertainty. I think MeTa narratives have understandably arisen to help make sense of that noise, but it is possible for narratives to become out-of-sync with the evidence. There have been situations when the site was in a really bad place, but also some successes, and it's possible that the effects of those successes have not fully been assimilated into our collective understanding.

A (former?) user who appears to be wise in the ways of finance (I'm not) has compiled a spreadsheet of MeFi finances over the last fifteen months. What the spreadsheet appears to say is that MeFi's revenues and expenses are reasonably well-balanced with each other- about $400 in the red per month. The sheet itself does not include information about cash reserves as far as I can tell, but the person that compiled it called Rhaomi's previous estimate of 18 months of reserves "conservative". With the caveat that, again, I don't know what I'm talking about, I would be a little concerned with the month-to-month variability here. But it just doesn't look like we're in "die within 6 months" territory.

I feel like Rhaomi et al are probably in a pretty defensive mode (not just in terms of communications in MeTa, but on a deeper level- trying to defend the stewardship of the MeFi nonprofit from some kind of subversion). I'm not super concerned about subversion. I can see possible reasons for Rhaomi et al to be moving slowly, and for people here to be pissed about that / at them. I can see why people want to say [we should depose the IB as soon as we can] and why that might exacerbate any potential concern the IB might have about creating a stable ongoing governance structure for MeFi. I wish people could extend the IB some more grace (if for no other reason than we might have more runway than you previously thought we did), and I wish that IB could trust in a simple system of bylaws and elections, administered transparently, to provide MeFi governance for the future. I can't magically change the dynamics that have arisen here. Anyway, that's where I am.
posted by a faded photo of their beloved at 10:09 AM on June 5 [10 favorites]

Trig, I like your email draft, although I suggest you add specific dates (eg, June 13 or 15) for clarity.
posted by samthemander at 10:44 AM on June 5 [1 favorite]

The problem is, being asked to step down at the end of your term isn't something anyone should feel defensive about. It's not a disgrace, it's not an insult or resolution of non-confidence, it's just what happens.
posted by Ashenmote at 10:51 AM on June 5 [3 favorites]

a faded photo of their beloved: I see that DIY spreadsheet as emblematic of the problem. It’s not actually based on direct knowledge of our accounts; it’s based on reports that have since been called flawed by the people that produced them. And it’s been months and months.

I would love to see substantive evidence of a healthy runway for Metafilter that I could feel confident in!
posted by samthemander at 11:04 AM on June 5 [2 favorites]

samthemander: "a faded photo of their beloved: I see that DIY spreadsheet as emblematic of the problem. It’s not actually based on direct knowledge of our accounts; it’s based on reports that have since been called flawed by the people that produced them. "

And obviously doesn't include any information at all on the mysterious old accounts that are apparently (?) collecting (?) and remitting (?) funds.
posted by phunniemee at 11:17 AM on June 5 [2 favorites]

trig, I think an editor May suggest to shore it up, about of us have gotten that, but I think every word fits the desired intent for the statement. though,

"Bylaws and other extraneous issues can be settled after elections are held, by an elected group. The current bylaws can accommodate an open election "

the committee I spoke of yesterday is everyone was responding in this thread.

I'm sorry but I still got hang up with article 9 section c.
so it's best if I ask the committee, which is all of us, what exactly are the requirements for a current member to run for a new seat on the board. this would be applicable to any who have declared candidacy in the open declaration thread.
posted by clavdivs at 11:31 AM on June 5

Okay, I just MeMailed them. I changed the date to EOD Sunday the 15th to try to maybe mitigate some of the expected defensiveness, and specified the date per samthemander's suggestion.

(And fixed a grammar mistake, added an "at this moment" to the "keep things simple" sentence, and unsplit an infinitive for the heck of it. This is Metafilter, after all.)

I will update if I get any response.

If anyone wants to email or otherwise contact them, please do!
posted by trig at 2:05 PM on June 5 [4 favorites]

They didn't respond to my last polite email sent on May 27th, a few days before they released the revised bylaws on the 30th, so it seems unlikely they'll respond to another. Here's what I sent on May 27th:

Hi, all. I know you're working on posting the revised draft of the bylaws, but just wanted to make sure that your next communication to Metafilter members also answers the questions below:

1. Do the three current members of the board plan to stand as candidates in the next election, or do they plan to automatically be part of any new board without needed to stand as candidates?
2. Is the current board willing to give up the part of the bylaws that give it the power to appoint 3 members of any new board?
Thanks,

The revised bylaws did not, in fact answer either of those two questions.
posted by mediareport at 2:11 PM on June 5 [4 favorites]

OK, this is progress, but really slow.

It seems like the main need right now is to enable elections this month.

In order to do so, we do NOT need to have perfect bylaws. This is to elect the first real (non-interim) board, and on assumption of office, that board will be able to amend the bylaws to their heart's content if they so wish. All we need right now are guardrails to ensure the first board can function. A few of these items require further research and processing of member sentiment before a reasoned decision can be reached; for that reason, we should not be wasting time on them now.

Below are my suggestions for a limited number of changes aimed at immediately enabling elections.

Section I.5: Change "educate the public on the importance of" to "to maintain." Because we cannot demonstrate that MeFi educates the public about online discussion, unless "the public" is just construed to be "readers." You don't want to be immediately out of charter.

Section II.8: Remove any quorum requirement for members in order to conduct the first election. This can be amended by the board at a later time if they see a need. It is rare for general member meetings/votes to have a quorum as the total number of voters is unknown.

Section III.2: The Directors need to clearly fix the number of Directors for the first election. After that it can of course change. It should not be left vague at this stage, because people need to know exactly what and whom they are voting for. This also entails the IB clarifying whether they intend to continue in a Board role.

Also III.2, delete some language "thereafter Directors shall be elected for terms of one (1) year or until their successors are duly selected and qualified." The future Board can determine what terms they want. The current board simply needs to fix the number to be elected for the first election.

III.13: Just strike this entire string: "No Director shall be compensated for services unless so authorized by a duly adopted resolution of the Board....shall be set by a committee composed of persons who have no financial interest in such determination." Right now, a good faith election means that no director should be compensated for services or anticipate the possibility of compensation, full stop. The future board can change that if they feel there is a good argument for director compensation.

III.19 Advisory Board - Totally unnecessary and does not need to be in bylaws at all. Have an advisory board whenever you want - it's not structural.

IV.I Officers Serious problem: there should be a provision that the Treasurer cannot hold more than one office. This is basic checks and balances to prevent self-dealing or embezzlement. Surprised to see this here.

IV.6 This is super aggressive. Typically, the senior employee (ED, Manager, whatever you want to call them) is given authority to handle all matters of the staff below them, and the board just hires/fires the Director. This may make sense for now given that there's no ED for MeFi, so the board is supervising everyone as acting ED; but it shouldn't last long. No one wants a situation where a Board member takes a dislike to an employee and summarily fires them over the ED's head. Great way to get some wrongful termination suits going.

VII.1 Eligibility: As many have noted above, scrap the six month requirement and the points system in order to have the broadest enfranchisement of MeFites with active accounts. Let's do the first election and if anyone on the Board then wants to introduce a points system, they could amend the bylaws.

Interim Board, I would be happy to volunteer to work more closely with you to shape final language for counsel review.
posted by Miko at 2:32 PM on June 5 [9 favorites]

I hope we can use the time until there's an answer (or until there is definitively no answer) to work on figuring out acceptable-to-the-community answers to the questions relevant to the election (prelim list here, plus a few notes in the subsequent comments).

I say "we" but I mean either the election committee that seems to be forming here, or all the participants in this discussion in general. samthemander, are there enough people in the committee that you feel that should be the way to go?

To the concern raised above that all the community planning in the world won't make a difference if the board rejects it - agreed. But we may as well come in with a clear and practical ask. I think it's much easier for the board to wave off endless threads of "hundreds of comments" than it is to wave off a solid plan that has community support behind it.

mediareport, I'm not really optimistic either. As I said I memailed Adam and Gorgik two weeks ago to summarize phunniemee's thread and hope they would join us there, and all I got was some "full life" sarcasm from Adam. All I could think was "imagine if he'd used the time it took to write this to write a quick placeholder note in the thread instead."

Which is why the message says "If we don't receive an answer to it by next Sunday (the 15th, let's say end-of-day), we'll assume the answer is a negative." Again, might not do us any good, but I think it would be a clear signal for us that we're going to need to come up with our own solid plan, build community support, and force the issue.
posted by trig at 2:32 PM on June 5 [3 favorites]

trig: "all I got was some "full life" sarcasm from Adam"

As a dickhead I feel pretty comfortable classifying this as a real dickhead move. Hell.
posted by phunniemee at 2:36 PM on June 5 [1 favorite]

OK, this is progress, but really slow.

What you proposed is ...like 30 mph to 55.
(80 highway)
agreed on the course on eligibility.
(thanks for pulling me out of traffic on that zoom thing)
posted by clavdivs at 3:01 PM on June 5

Well, it's worth not doing 80 because that would make more work for the new Board. This is more like how we get to a minimum viable bylaws without undoing too much of work already done.
posted by Miko at 3:09 PM on June 5 [3 favorites]

As I said I memailed Adam and Gorgik two weeks ago to summarize phunniemee's thread and hope they would join us there, and all I got was some "full life" sarcasm from Adam.

This is very disappointing to hear.
posted by easy, lucky, free at 5:12 PM on June 5

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