Thanks for approving this post so quickly! This is a big moment for MetaFilter. This document is a draft of the bylaws, the rules by which the MetaFilter Community Foundation will be run and governed. This is a good time for folks to ask questions, suggest modifications, and make recommendations.

Just as a point to consider, it's usually best if bylaws say as little as possible - just enough to be a strong skeletal framework to allow the organization to do its work in a legal and protected way. They aren't the place to enshrine every detail of policy or get into the minutiae of job descriptions or staffing or site management. Instead they specify at a high level who will be legally responsible for overseeing the organization and ensuring it meets its charter. The things that probably most concern members here have to do with how board members will be nominated/elected, how many board members there will be, how they will be able to vote/take action, how "member" is defined, and what information (financial and minutes, for example) must be shared in public form. The officers specified here are the standard minimum officers for a nonprofit.

In the thread where these were originally posted, I made the comment copied below. Just re-including it here where it may be easier to find.

***
I've given them a first pass. As written, they're definitely set up to empower the IB and their designees, and we might want to recommend changes to that. Some of these areas need further discussion and/or definition, while others are pretty straightforward.

2.4 Annual Meeting. The annual meeting of the Member, for the appointment of Directors and the transaction of any other business which may be brought before the meeting, shall be held not more than 120 days after the end of the Corporation’s fiscal year, the date to be determined by the Board.

So this is actually a hard timeline. By 120 days after the end of the current FY, there needs to be an annual meeting. By then, we need to have defined "member" and conduct elections. Can anyone inform us when the fiscal year ends so we can work back from that? That will determine the date by which we need to hold the members' Annual Meeting.

3.2 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.

So though this allows for between 3 and 12 Directors (board members), the actual number of Director roles will be determined by the 3 people on the IB (the "Incorporators"). I think it would be fair to say the membership is interested in not having a board that's 3 Incorporating Directors, 3 people hand-picked by the Incorporating Directors, and only 3 member-elected Directors. If we'd like to see some equitable representation of general members that have not been handpicked by non-transparent processes, we do actually need a board of 12.

3.4 Removal of Directors has no criteria or method of action. The process by which this would happen needs to be specified. Who can initiate a removal, who needs to vote on a removal to make it official (full board, quorum, members), what requirements are there to determine that removal is appropriate.

3.13 Compensation of Directors. I would argue to strike the first paragraph of this. Though I've seen exceptions, those generally occur in nonprofits that primarily serve and are governed by people with a history of economic marginalization and are based on social justice/equity concerns. In general, nonprofit board members should not be compensated for their service as it can create a perverse incentive.

4.10 Secretary; Powers and Duties. This needs to specify how long after a meeting the Secretary has to publicly post minutes.

4.11 Treasurer; Powers and Duties.: This needs to specify that the Treasurer will report statements of financial position and a ledger of transactions not just to the Board but to the Members.

8.1 Amendments: This needs to specify the means of action (for example, "by a vote of the Board meeting the requirements outlined in section 3.10, 'Quorum'").

ARTICLE IX : MEMBERSHIP REQUIREMENTS This needs a lot of work. "Members" remains undefined. Right now, we have "users" but those users are not meaningfully "members" of anything. It could be that we want to define all individual users (who are "natural persons," i.e., not socks) as members, or it could just as easily be that we want to create a category of membership to MCF that involves an actual registry as a member and maybe even a membership fee. It can't be left undefined.
posted by Miko at 12:19 PM on May 24 [11 favorites]

To clarify, as I understand Rhaomi's comment, these are in fact the current bylaws of the MetaFilter Community Foundation. Based on past discussion on MeTa, I understand that new draft bylaws that would replace these also exist, but have not yet been shared with us. These are the boilerplate bylaws that the foundation was incorporated with, but the new draft bylaws are the ones that we should be discussing, as these would be the bylaws that will cover who is a member of MeFiCoFo, how elections might work, etc.

Rhaomi, can you please share the draft bylaws that have been referred to in past discussions, but not yet shared with the community? In the meantime, I don't think there is much point in the community wasting our time suggesting revisions to these bylaws as they are just boilerplate.
posted by ssg at 12:28 PM on May 24 [3 favorites]

The Board may add to the corporate title of any officer (other than the President) a functional title in word or words descriptive of his or her powers or the general character of his or her duties

tribune?
posted by HearHere at 12:30 PM on May 24

They are boilerplate but they are the bylaws under which we are currently legally operating. If we are talking about elections any time soon, they'd presumably be under these rules.
posted by lapis at 12:31 PM on May 24 [3 favorites]

Agreed, we should hold an election under these rules (though I don't love that these bylaws essentially give automatic board seats to the interim board members, I think moving forward quickly is better than waiting to revise the bylaws). To hold an election, we need the members to be defined with some kind of membership policy, per Article IX. It does not require us to modify the bylaws otherwise.
posted by ssg at 12:37 PM on May 24 [3 favorites]

I wouldn't have put the automatic board seats in the bylaws but I'm fine with it for now, since anyway there is going to be a decent amount of handing-things-off that will need to happen.

I'll put a marker down that I think all current Users (persons with at least one open Metafilter account) as of whatever date, "sixty days before the date of the election" or whatever, should be eligible to become a Member of the Foundation with voting rights if they have registered by the Nth day before the date of the election.

Working out the Sockpuppet-Sussing Issue is separate to that: myself, I'd say that an attestation at registration that you have not previously registered as a Member is sufficient -- but I think I'll probably be in the minority here. I don't know enough about the tools available to suss out sockpuppets so I can't say anything further about how that might work, anyway.

Re the current legal bylaws vs: the ones the Board is in the process of drafting: I'd like to see the latter, but think we're probably going to do better to work off the current ones for the purposes of this conversation, since that is the document which will ultimately be amended as needed by the Board so that the election can be run properly.
posted by tivalasvegas at 12:54 PM on May 24 [7 favorites]

Brandon or another mod, can you share some details on how the sussing out of sock puppets might work? Is there anything in the database that indicates known or potential sock puppets? Or are we just working off of email addresses used to sign up and other similar data?
posted by ssg at 12:58 PM on May 24

ssg: "To clarify, as I understand Rhaomi's comment, these are in fact the current bylaws of the MetaFilter Community Foundation. Based on past discussion on MeTa, I understand that new draft bylaws that would replace these also exist, but have not yet been shared with us. These are the boilerplate bylaws that the foundation was incorporated with, but the new draft bylaws are the ones that we should be discussing, as these would be the bylaws that will cover who is a member of MeFiCoFo, how elections might work, etc.

Rhaomi, can you please share the draft bylaws that have been referred to in past discussions, but not yet shared with the community? In the meantime, I don't think there is much point in the community wasting our time suggesting revisions to these bylaws as they are just boilerplate."

Why wouldn't Rhaomi have posted those if they existed?
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 1:10 PM on May 24

They are boilerplate but they are the bylaws under which we are currently legally operating.

I am not sure this is the case. Draft/boilerplate bylaws aren't automatically empowered just by existing--the board has to vote on adopting them. In the other thread Rhaomi said the board has not had a meeting yet, and the document has "date adopted" blank, so I assume they haven't been adopted.
posted by brook horse at 1:21 PM on May 24 [4 favorites]

This thread is really premature if we don't even know what the document is.
posted by Klipspringer at 1:31 PM on May 24 [1 favorite]

Klipspringer: "This thread is really premature if we don't even know what the document is."

Yep. And posted over a US Holiday weekend as well.
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 1:33 PM on May 24 [1 favorite]

brook horse: "I am not sure this is the case. Draft/boilerplate bylaws aren't automatically empowered just by existing--the board has to vote on adopting them. In the other thread Rhaomi said the board has not had a meeting yet, and the document has "date adopted" blank, so I assume they haven't been adopted."

Ah, good point. Clarification there is needed then, too.
posted by lapis at 1:35 PM on May 24 [1 favorite]

The document is titled Current MCF Bylaws (11.01.2024) (Nov 1st is the day that the foundation was established) and Rhaomi wrote when posting them: This is a copy of the current bylaws drafted by our counsel based on feedback from the original volunteer group and used for incorporation.

That seems pretty clear that these are the current bylaws, created on incorporation of the foundation, which are in force now. There has been quite a bit of discussion about draft bylaws since then, so I assume there is a document of draft bylaws that exists otherwise and hasn't been shared, but who knows.
posted by ssg at 1:43 PM on May 24 [2 favorites]

Bylaws aren’t necessary upon incorporation in Delaware. They may have created this draft at the time of incorporation, but that doesn’t mean they were voted on and adopted by the board. The adopted date is blank, so it’s certain this specific document has not been adopted and is not in force. If there is another document that includes a date of adoption, then maybe that is in force, but this version isn’t.
posted by brook horse at 1:47 PM on May 24 [2 favorites]

For context, we were told that the boilerplate bylaws would be used for incorporation, and then the draft bylaws would be posted for "for comments/feedback in the next two to three weeks as well". That was on Oct 15.
posted by ssg at 1:50 PM on May 24 [3 favorites]

Right, but it looks like they weren’t actually adopted. Probably because they realized that isn’t required for incorporation.

Creating the bylaws and adopting them are two different processes. If the latter had happened, “[date] adopted” would not be blank.
posted by brook horse at 1:53 PM on May 24 [5 favorites]

If there are no officially adopted Bylaws, then I strongly urge that the first official Bylaws NOT include that the next elected Board be composed of a minimum of 50% current interim Board members and their hand-picked appointees. That’s the effect of the current draft’s “3+3, max 12” stipulation.

Codifying that policy in the Bylaws is just asking for long-term Board domination by entrenched interests.
posted by darkstar at 2:10 PM on May 24 [7 favorites]

It would be helpful to clarify whether this document is the current set of (boilerplate) bylaws in use / in effect as of incorporation, and/or whether it is a draft that also incorporates the original pre-incorporation interim board’s (the original larger volunteer group, headed by first NotLost and then dorothyisunderwood) work on the document.

From my time in the pre-incorporation group, I remember substantial work/discussion done on drafting the bylaws (e.g. defining foundation membership, incorporating an additional tier of membership as suggested by the BIPOC Board) that doesn’t seem to be included in this current document - it would be useful to clarify the status and purpose of the document that’s linked here.
posted by aielen at 2:26 PM on May 24 [7 favorites]

To clarify, here is the excerpt RE Directors:

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 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.

So it seems that if we stipulated 7 Directors, the current interim Board could elect three of them, and the remaining four would be elected by the membership at large. It isn’t clear to me that the interim Board ALSO gets to continue to serve as new Directors, as was suggested upthread, unless they use their three Board-elected Director slots to elect themselves. But I confess to only having skimmed the text, so perhaps someone else has another perspective.
posted by darkstar at 2:32 PM on May 24 [3 favorites]

This whole bylaws discussion would be so much easier if the foundation had some kind of interim board who could clarify whether these bylaws were actually adopted and in use, and if any other draft bylaws exist that should be reviewed.
posted by snofoam at 2:33 PM on May 24 [3 favorites]

The interim board can appoint themselves, but we can elect up to nine other board members, as these bylaws are written. That seems bearable as long as there are nine people willing to step up.
posted by ssg at 2:35 PM on May 24 [1 favorite]

Meeting minutes, snofoam? In this economy???
posted by tivalasvegas at 2:37 PM on May 24 [2 favorites]

in effect as of incorporation

Incorporation doesn’t put bylaws into effect. I think that’s where some of the confusion is coming from. If the bylaws weren’t formally adopted at a board meeting they aren’t in effect, even if the Metafilter Foundation had them and then incorporated.
posted by brook horse at 2:43 PM on May 24 [2 favorites]

I haven’t yet had a chance to read the linked bylaws.

But FYI, just to note a couple things that were discussed while I was on the board:

1. We had planned to have some minority of members appointed. This was not at all intended as a power grab. It was intended to help ensure diversity of various types and possibly to get more or different expertise on the board.

2. Besides requiring members (those eligible to vote) to have joined the site 30 or 60 days before a vote, we had planned to require members (the people eligible to vote) to have had a basic level of activity on the site. I am not sure of the details, but it was something like 20 (or maybe 50) “points”. A comment would be worth 1 point, and a post was worth 5 or 10 points. This activity could have taken place at any time after joining. That rule could go in the bylaws or a separate document, or it could not exist at all.
posted by NotLost at 3:01 PM on May 24 [1 favorite]

Ok that makes sense and is helpful context NotLost, thanks.

But now my primary question is whether these (or any) bylaws have been adopted or whether the Board is currently still without bylaws. I think that in effect there's not much difference since they're going to be changed anyway, but still we need to know what the starting point is.
posted by tivalasvegas at 3:17 PM on May 24 [4 favorites]

Thanks Brandon. Do you think you could ask someone who does understand (frimble presumably) to explain? The interim board has been clear that being able to integrate the sock puppet data with the voting records is very important, so it seems like we're going to need a shared understanding of that context to move forward.
posted by ssg at 3:18 PM on May 24 [5 favorites]

Totally fair Brandon, as a fellow non-techie I would hesitate to go there as well.

That being said, advice from someone who is familiar with the general options open here would be useful as we try to think through what makes sense to implement.

(On preview: yeah, that)
posted by tivalasvegas at 3:19 PM on May 24 [1 favorite]

Incorporation doesn’t put bylaws into effect.

Yes - it’s true Delaware doesn’t require nonprofits to file bylaws when incorporating. At the same time, applying for 501(c)(3) status - which I think the foundation is pursuing - would require bylaws filed. My impression is that - given the time constraints last year and urgency to incorporate, there was intention to have a boilerplate set of bylaws that would be in use at the time of incorporation and filed when applying for 501(c)(3) status after Delaware incorporation. A more permanent set of bylaws would be adopted and filed later (as an amendment to the boilerplate), and this permanent set would include the more extensive work done by the pre-incorporation group, the input from the BIPOC Board (that also advised and consulted on the bylaws last year), and also community feedback.

I stepped down from the pre-incorporation group in July last year though, so it could be that things changed in some way. Either way it would be good to have some clarification on this if just to streamline the discussion here.
posted by aielen at 3:24 PM on May 24 [7 favorites]

3 people hand-picked by the Incorporating Directors

Yow. That absolutely needs to change before we hold any elections and needs to change as quickly as possible. On what planet was it decided that the interim board should have that power?
posted by mediareport at 3:33 PM on May 24 [6 favorites]

What I want to know is, can we even have an election independently of the annual meeting? When exactly is the meeting due?
posted by Previous username Jacen at 3:38 PM on May 24 [1 favorite]

In the 21st century, with a global membership, is there any reason to tie any election to any meeting?
posted by NotLost at 3:40 PM on May 24 [1 favorite]

Yeah, we're going to need some seriously important and rapid changes to this boilerplate set of bylaws. It would be great if a lawyer (the lawyer we used to file them?) could tell us exactly what the process is for changing them, for clarity in this thread.
posted by mediareport at 3:43 PM on May 24 [2 favorites]

I just submitted a post to discuss non-bylaws aspects of a board election.
posted by NotLost at 3:49 PM on May 24

The annual meeting is a vital piece of public accountability. It does not have to be synchronous, but it does have to be annual:
posted by Miko at 3:55 PM on May 24 [6 favorites]

I am not arguing against a meeting. I just don't see a need to tie that and the election.
posted by NotLost at 3:58 PM on May 24

It's fairly standard to do so, for the exact reasons we see here: without being tied to a calendar date stipulated in bylaws, an organization can just let it slip for too long. There needs to be a scheduling anchor for elections.
posted by Miko at 3:59 PM on May 24 [8 favorites]

But you could just say, for instance, "Elections will be held every June."
posted by NotLost at 4:00 PM on May 24

You could, but there is a certain amount of minimum business that an NPO has to do in public, and it usually most efficient to do so in a single meeting rather than a string of such meetings at different and unpredictable times.
posted by Miko at 4:03 PM on May 24 [8 favorites]

Previous username Jacen: "What I want to know is, can we even have an election independently of the annual meeting? When exactly is the meeting due?"

From the bylaws:

1.6 Fiscal Year. The fiscal year of the Corporation shall be as the Board may determine; provided, however, that in the absence of such determination, the fiscal year of the Corporation shall be the calendar year.

2.4 Annual Meeting. The annual meeting of the Member, for the appointment of Directors and the transaction of any other business which may be brought before the meeting, shall be held not more than 120 days after the end of the Corporation’s fiscal year, the date to be determined by the Board.

If the board hasn't designated a fiscal year, then the fiscal year ended on Dec 31. That would mean the deadline for the annual meeting has passed and the foundation is not complying with the bylaws. In that case, the annual meeting should be held as soon as possible.
posted by ssg at 4:07 PM on May 24 [4 favorites]

Oh and not least, state incorporations often require an annual meeting. Delaware does, unless the election is entirely done in writing. Requiring a calendared performance of regular duties is one of the tools a state has to determine whether an organization is alive or defunct or potentially fraudulent.
posted by Miko at 4:08 PM on May 24 [1 favorite]

Miko: Obligatory YANM(etafilter’s)L, but are you able to interpret this section at all?

(b) Unless directors are elected by written consent in lieu of an annual meeting as permitted by this subsection, an annual meeting of stockholders shall be held for the election of directors on a date and at a time designated by or in the manner provided in the bylaws. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting.

I think it might also stipulate that written consent can only replace an annual meeting if consent is unanimous, but I got lost in some of the grammar.
posted by brook horse at 4:13 PM on May 24 [1 favorite]

NotLost: "I just submitted a post to discuss non-bylaws aspects of a board election."

Posted!
posted by Brandon Blatcher (staff) at 4:15 PM on May 24 [1 favorite]

The issues of holding the annual meeting, holding elections, conducting voting etc - doing all this across a membership mostly online and global, and how each piece would relate to (while not hindering) the other were also sections that were researched, discussed and drafted within the pre-incorporation group - hopefully this can be shared here so that community discussion can build on work already done/drafted.
posted by aielen at 4:17 PM on May 24 [6 favorites]

On finding out that these bylaws may never have been actually adopted, we do need to clarify the following questions:

1. What is the status of these bylaws? Were they formally adopted?
2. If so, when did that happen?
3. Where is the documentation that the bylaws were adopted? That should have resulted in documentation, because the bylaws call for a Secretary to do so (4.10).
4. So, who is the Secretary?
5. Can we see the minutes, please? "In addition, the Corporation shall provide the Members, upon request, a copy of any report described in these Bylaws and such other reports as may reasonably be requested by the Members in accordance with any policy established by the Board." So, in case it exists, I am officially requesting a copy of the minutes of the meeting at which these bylaws were adopted, if that happened.

If these have not actually been adopted, they either (a) need to be adopted so we can amend them, or (b) we need to amend them in such a way that they can be immediately adopted. (A) is the more expedient path, and that means elections need to be very soon. Then, the process to amend the bylaws happens like this:

ARTICLE VIII
AMENDMENT OF BYLAWS
8.1 Amendments. These Bylaws may be altered, amended, supplemented, or repealed by the Board provided that notice of the meeting contains a statement of the purpose of the meeting.

Miko: Obligatory YANM(etafilter’s)L, but are you able to interpret this section at al

As near as I can follow, it says:
1. There has to be an annual meeting of members, except:
2. If all the offices are currently vacant, and
3. If 100% of the members agree that we can do an election by written method

This seems like boilerplate to allow a new org to elect its first slate of officers by written consent of the membership, since at the beginning of the org all these offices are vacant.

To do anything at all useful here, we really need to know the status of these bylaws we're looking at.
posted by Miko at 4:24 PM on May 24 [4 favorites]

2.8 Place of Meetings. R ta ta.. Delaware... or (place of) to be determined by members of the board.

precursory, I cannot see mention of a physical meeting nor do I see a corporate jet going to Delaware, perhaps pencil in Zoom or whatever application the board folks see best...and to be recorded or transcribed, that too should be determined by the board also to its publication.
posted by clavdivs at 4:28 PM on May 24

In the 21st century, with a global membership, is there any reason to tie any election to any meeting?


U.S. law governing 501(c)(3)s, I believe, at least heavily favors this formula. That's where the Foundation is incorporated, so it doesn't much matter if it makes sense elsewhere--compliance does. And yes, they can be virtual or by phone, etc. I imagine there are also asynchronous ways to do it.
posted by sickos haha yes dot jpg at 4:30 PM on May 24 [3 favorites]

perhaps pencil in Zoom

That's what the "phone conference" line is about (2.9). Most bylaw documents these days have a line for electronic communications because that's how it's done now. No change needed here to allow that.

Abusing edit window, the transcription of minutes is also stipulated here as the job of the secretary, and members have access to that report.
posted by Miko at 4:32 PM on May 24 [3 favorites]

At this point, Miko, I'm hoping they weren't adopted, guessing they'd then be easier to make changes to, like removing that absurd notion that Rhaomi, 1adam12 and Gorgik should get to hand-pick 3 of the new board's members.

In the absence of the ability to remove that bylaw, we would absolutely need Rhaomi, 1adam12 and Gorgik to promise the community their 3 hand-picked board members would, in fact, be the top three vote-getters in any election, leaving the other slots to be filled by the next X top vote-getters.

Do we have thoughts about whether the 3 interim board members should themselves have to declare candidacy and stand for election along with the other candidates?
posted by mediareport at 4:35 PM on May 24 [3 favorites]

Yeah, if they haven't been adopted, that's not great, but the silver lining is that we could amend them pre-adoption.
posted by Miko at 4:46 PM on May 24 [1 favorite]

Article IX Membership Requirements
As of the date that these Bylaws are adopted, the members of the Corporation are the Directors.

A couple of comments above seem to be assuming Mefites (perhaps defined in some way as to exclude sockpupets) = Members, and of course that was the ultimte intention in creating the current ownership structure. However, if this document was indeed adopted by the Interim Board, they became (all of the) Members too. For all we know, they had a General Meeting already. They may even have circulated the minutes, changed the by-laws, or done any of the things the Members can do. They don't have to tell us; only the Members (i.e. themselves).

Deciding on a definition of "Member" and getting it into the by-laws seems to be more urgent than even holding elections.
posted by GeckoDundee at 4:50 PM on May 24 [4 favorites]

If the board hasn't designated a fiscal year, then the fiscal year ended on Dec 31. That would mean the deadline for the annual meeting has passed and the foundation is not complying with the bylaws.

Only to stave off anyone coming in and, as in the prior thread, ominously suggesting (threatening?) that "someone" ought to file complaints with regulators: if these bylaws were adopted after January 1st, then I'm not so sure they require an annual meeting / election before next April, in 2026.

Waiting that long would obviously be just silly, but also: cool your legal jets, people. The shared goal here is site survival, regardless of what visions different groups might have for ensuring that, right?

(But maybe I'm overreacting to what was really just one person taking things a bit too far.)
posted by nobody at 5:02 PM on May 24 [2 favorites]

Separately, another thing to iron out is section 2.7 on Special Meetings. Once membership is (presumably) redefined to include at least some large subset of the userbase, the current 40%-of-members requirement for calling a Special Meeting will be too high to ever be functionally met.

By comparison, my housing co-op has that number set at 10%. I'm not sure what percentage number would make the most sense here, but I feel pretty confident that 40% is too high, unless the goal is to make member-requested Special Meetings simply nonexistent.
posted by nobody at 5:06 PM on May 24 [2 favorites]

If these have not actually been adopted, they either (a) need to be adopted so we can amend them, or (b) we need to amend them in such a way that they can be immediately adopted.

If the bylaws haven't been adopted, there could conceivably be brand-new bylaws that get drafted and adopted.
posted by NotLost at 5:48 PM on May 24 [1 favorite]

What I mean is there is no need to amend anything, if there are no bylaws adopted in the first place.
posted by NotLost at 6:16 PM on May 24 [1 favorite]

Yeah, that's what I mean by my comment up above: regardless of whether they have or have not formally been adopted, what's been posted is probably the starting point here. The Board will need to adopt something soon if it hasn't, because otherwise there's no way to hold an election.

But regardless of whether it's technically "adopt the boilerplate bylaws as amended" or "adopt the amendments to the boilerplate bylaws, along with those bylaws", it boils down to the same thing.
posted by tivalasvegas at 6:42 PM on May 24 [2 favorites]

But to follow up on that, I just want to be super clear here. Rhaomi wrote in the other thread:

This is a copy of the current bylaws drafted by our counsel based on feedback from the original volunteer group and used for incorporation. I couldn't just share the original because it's collated with some forms with personal information, but this is a direct excerpt from that file.

The link goes to a google document which is named "Current MCF Bylaws (11.01.2024)" and which starts with the text:

-------

BYLAWS
of
METAFILTER COMMUNITY FOUNDATION
(a Delaware nonprofit nonstock corporation)
ADOPTED
______________, 202___

-------

The question here is: has the Board actually adopted these bylaws?

This is a simple yes or no question.

Rhaomi or one of the other Board members should respond as soon as possible with a copy of the minutes from the Board meeting which shows that it did adopt these bylaws, or else should respond to say that the Board did not adopt those bylaws or that they don't know whether the bylaws were adopted. If we're going to have a productive discussion here, we need to know definitively what bylaws have (or have not) been adopted by the Board as of this moment.
posted by tivalasvegas at 7:19 PM on May 24 [8 favorites]

ominously suggesting (threatening?) that "someone" ought to file complaints with regulators

lol that is not quite what i said, and it was neither ominous nor threatening. after months of not seeing the fuckin bylaws with people actually begging to see them, it’s reasonable to say “they may be publicly available information” and “in failing to furnish them, the board members may not be upholding their responsibilities, in contravention of the legal requirements. if you think “hey, you can look up these public documents” is an ominous threat, you should run for the board. you’ll do great.
posted by sickos haha yes dot jpg at 7:36 PM on May 24 [2 favorites]

I've emailed the Board address asking them to answer the questions in Miko's comment, saying that I'd prefer they answer in this thread but that I'd post their response if they just email me back.
posted by lapis at 7:36 PM on May 24 [1 favorite]

Rhaomi also said, two days ago, that there is another version of the bylaws:
re: bylaws, we've already incorporated with a basic set recommended by our lawyer, and have worked on an updated version with policy document based on advice and feedback from brook horse and Not Lost. This isn't final (waiting on the eventual format of the registration/voting system), but we'll share when it's ready.

So, maybe that is the version we should work on doing any improvements to.
posted by NotLost at 7:38 PM on May 24 [1 favorite]

and if making those suggestions helped light a fire under rhaomi’s ass, then good! great! 10/10, no notes or regrets.
posted by sickos haha yes dot jpg at 7:38 PM on May 24 [1 favorite]

lol that is not quite what i said and it was neither ominous nor threatening

Sorry, ominous and/or threatening wasn't referring to your comment one bit. Doesn't seem worth drawing extra attention to the series of comments I had in mind, but they were in the previous thread, not this one (and I thought I made that clear, but I guess I should have done extra clarifying. Sorry about that.)
posted by nobody at 7:48 PM on May 24

So, maybe that is the version we should work on doing any improvements to.

Probably not. Unless I see some actual evidence otherwise, I'm working on the assumption that the Board has been stonewalling because they don't want to admit that they didn't do much work on this. Which is not even necessarily a bad thing, my understanding is that bylaws aren't required at this stage and there's certainly plenty of other stuff that they've had on their plate -- my annoyance is that they can't just say that and move forward.

In the meantime I'd mostly just like to know whether the document that was posted is, in fact, the legally binding bylaws as adopted by the Board or if it's just... an earlier version of the working document and there are no bylaws at all right now.
posted by tivalasvegas at 8:17 PM on May 24 [4 favorites]

Unless I see some actual evidence otherwise, I'm working on the assumption that the Board has been stonewalling because they don't want to admit that they didn't do much work on this.

tivalasvegas - if it helps, the set of drafted bylaws that NotLost, myself and others worked on during our time in the pre-incorporation group (that was later pared down to the current incorporated Interim Board) was more extended and detailed than the document currently shared, and discussed/addressed many of the areas/questions being raised in the current MeTas. I'm not sure what the eventual decision was on those drafts and the work that was done, but a more substantial version did exist.
posted by aielen at 9:44 PM on May 24 [12 favorites]

tivalasvegas: "my understanding is that bylaws aren't required at this stage"

I disagree. They aren't required for tax purposes in Delaware, true. But, the Interim Board has one purpose only; to arrange for its replacement by an elected board (while keeping the lights on). The first step in that process would be to have a provision in the by-laws for members (not just in the technical sense of the Board themselves or whoever they decide are members, but in the sense of a fair representative body of community members) to elect a new board.
posted by GeckoDundee at 9:48 PM on May 24 [3 favorites]

Sorry, I did not get back from work until almost midnight and it takes time to catch up on these multiple threads!

Yes, the bylaws have been in effect since late last year, adopted via a circulated signed consent (not a discrete meeting) on November 20th. The text is from a local copy saved as an exhibit from the email exchange with our lawyer the day of incorporation (hence the fill-in-the-blank date), but the text is the same.

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. (This does not preclude holding another such meeting later.)

Following the original bylaws adoption there was extensive discussion about further additions and changes. This included the eligibility criteria NotLost mentioned plus work on our lawyer's advice of separating certain policies out from the current bylaws to make them easier to change if needed ("walls vs. furniture" was the metaphor). All this isn't as easily shareable because it's scattered across multiple email chains, Slack chats, comments, etc. This effort was not yet finished because the election process itself had been on hold for the new site launch; in order to move things up, 1adam12 wants to collect these into a single revised draft to share here in the next day or so. This is the product of many hours of debate and input across months from many volunteers; while we appreciate the enthusiasm of kickstarting this thread (albeit not doing so on a holiday weekend), that will be the basis of the updated version. We don't want to simultaneously reinvent the wheel and discount the work of everybody who spent their time on this last year.
posted by Rhaomi (board member) at 12:22 AM on May 25 [12 favorites]

Thanks, Rhaomi, especially for your time on a holiday weekend after what sounds like a full on week at work. I note the confirmation that members currently = board. I might also note that the "walls v furniture" remark sounds to me like it means "the board (once it is separate from the members) should be able to move the furniture around without running it by the pesky walls (i.e. actual members). That might be good for the non-interim board, but I'd say leave the furniture in place until we can all have a say on what it is, and, again, the IB's role is to abolish itself and make way for the elected board (which may well include the same people of course).
posted by GeckoDundee at 1:23 AM on May 25 [2 favorites]

Thanks for answering, Rhaomi!

1adam12 wants to collect these into a single revised draft to share here in the next day or so.

Excellent.

Also - is this the first appearance of a "board member" tag? Also excellent.

Status on the 3 major requests from the What Brigading? thread:

1. Posting of current bylaws -- done

• Posting of draft amended bylaws -- promised above

2 . Posting of full, accurate financials -- promised by end of month

3. Commitment to quick election timeline independent of site development -- no response as yet
posted by trig at 1:34 AM on May 25 [6 favorites]

Thank you for the communications, Rhaomi. I appreciate it. I know meta can seem demanding and angry, but even answers of "working on it, but we acknowledge the questions are important " goes a long way to soothing emotions.
posted by Previous username Jacen at 2:42 AM on May 25 [6 favorites]

Thanks aielen and Rhaomi, that's helpful clarification.

GeckoDundee, I don't read the walls-and-furniture metaphor that way. I read it as the lawyer recommending to keep the bylaws as parsimonious as possible and to establish more tentative things or things that are likely to be significantly changed over time as policies or whatever where you can, instead of enshrining them in the bylaws -- in the same spirit as Miko's first comment upthread.
posted by tivalasvegas at 3:32 AM on May 25 [4 favorites]

(Oh, and regarding my comment about bylaws not being required at this stage, I agree with you. I only meant that bylaws appear not to be legally required as of this moment, not that we shouldn't get bylaws relevant to the election worked out asap. That was my own ambiguity, apologies.)
posted by tivalasvegas at 3:49 AM on May 25 [3 favorites]

tivalasvegas, employers are often advised (here in Australia, which has a legal system way more pro-employee than say, the USA) to have very little in a contract of employment (which usually needs consent for any changes) and to push everything to policies, which can be changed unilaterally by the employer. That gives them way more power to make changes without having to get consent. Maybe that leads me to read too much into the advice, but it still sounds to me like "just have the big picture changes able to be made by the members, and leave yourselves the power to make changes to the details". Perhaps I'm reading too much into it.

Regardless, I still think the power to change the furniture should still rest with the members (properly defined). Some of that furniture is very important.
posted by GeckoDundee at 4:20 AM on May 25 [1 favorite]

But, yeah, I agree, the lawyer was saying leave the stuff that frequently needs to be changed in a form that makes it easy to change. I just think that election stuff, and the definition of membership, should not be in the control of three un-elected people. That stuff *should* be hard to change (once properly set up).
posted by GeckoDundee at 4:44 AM on May 25 [1 favorite]

Quoting myself from the election thread:

The bylaws do not require any of the interim board to stand for election, and also give the interim board the power to hand-pick 3 new members of any new board, in addition to their own seats. This is completely unacceptable, a shocking power grab that no one asked for or gave the interim board the right to do, and must change before any election.

And, from Rhaomi above:

Currently, the legal definition of "membership" defaults to the board.

That's a huge problem, once again centralizing control in the bylaws to an unelected group of three people, and needs to change immediately. Which means that this, also from Rhaomi above, is an utterly unacceptable excuse for not allowing anyone in this thread to have any meaningful impact at all on the just-released bylaws:

This is the product of many hours of debate and input across months from many volunteers; while we appreciate the enthusiasm of kickstarting this thread (albeit not doing so on a holiday weekend), that will be the basis of the updated version. We don't want to simultaneously reinvent the wheel and discount the work of everybody who spent their time on this last year.

Rhaomi is clearly stating that, despite months-old promises that meaningful input into the final bylaws would come after the interim board (finally!) posted them to MetaTalk, well, actually, no one in MetaTalk is allowed to have any input into the bylaws after the interim board delayed posting them due to ridiculously inflated fears about sock puppets.

To the folks favoriting Rhaomi's comment above: Do you really agree with him telling us the time for meaningful input into the bylaws is now past?
posted by mediareport at 5:22 AM on May 25 [5 favorites]

p.s. Can anyone point me to the part of the provisional-but-really-set-in-stone-for-now bylaws that talks about the process for amending the bylaws? My eyes glaze over quickly at legalese. TIA!
posted by mediareport at 5:28 AM on May 25 [2 favorites]

mediareport: "p.s. Can anyone point me to the part of the provisional-but-really-set-in-stone-for-now bylaws that talks about the process for amending the bylaws? My eyes glaze over quickly at legalese. TIA!"

8.1 Amendments. These Bylaws may be altered, amended, supplemented, or repealed by
the Board provided that notice of the meeting contains a statement of the purpose of the meeting.
posted by Sparky Buttons at 5:37 AM on May 25 [4 favorites]

It's article 8 on page 13 and it's not a process outline as much as it's a "yep they can be amended" boilerplate. In article 2 way back at the front of the doc it says bylaw amendment requires approval by the members, which right now is just the board.
posted by phunniemee at 5:38 AM on May 25 [2 favorites]

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.

I kinda thought the community in “community governance” would have been more than the three people on the board.

I am glad we are finally getting more information from the board and as we do, it becomes increasingly clear why they have been keeping this information from the users.
posted by snofoam at 5:39 AM on May 25 [7 favorites]

To that point, I would like to see (either in the bylaws, or as explicit policy) something to the effect that the Board shall publish minutes on the site no later than X days after they are accepted, and a minimum number of Board meetings per year.

Not only does that establish expectations for transparency, but it also helps to set expectations for prospective Board members around what their time commitment will be. The Board can always go in camera if sensitive issues need to be discussed.
posted by tivalasvegas at 5:52 AM on May 25 [5 favorites]

mediareport: "Quoting myself from the election thread:


To the folks favoriting Rhaomi's comment above: Do you really agree with him telling us the time for meaningful input into the bylaws is now past?"

Without re-litigating the whole, "no, Matt, bookmarks should not be called 'favourites'" malarkey, some people are "favouriting" posts so they can find them easily.
posted by GeckoDundee at 6:08 AM on May 25 [5 favorites]

And, for the avoidance of doubt, I favourited the comment by snofoam above because I agreed with it, not so I could find it.
posted by GeckoDundee at 6:10 AM on May 25 [1 favorite]

What will it take to satisfy the requirement of an annual membership meeting once the definition of “member” is broadened? Will some fraction of the voting-eligible user base need to attend? Will a meeting that is held virtually count for this purpose?
posted by eirias at 6:13 AM on May 25 [1 favorite]

These bylaws say meetings require 25% of the members to be present to constitute a quorum, and yes people can participate via technology.(Presumably everyone would be participating virtually. There's no in-person requirement.)
posted by lapis at 6:18 AM on May 25 [2 favorites]

These bylaws say meetings require 25% of the members to be present to constitute a quorum

That’s a big issue for an Internet forum - getting 25% of people who have posted or commented alone would be a significant challenge.
posted by warriorqueen at 6:23 AM on May 25 [9 favorites]

There is so much in these newly-released bylaws that strikes me as questionable at best, and we definitely need to have a discussion with meaningful input into their final form before any election, despite Rhaomi's claim that this would be too inconvenient, or (most hilariously) too disrespectful of the community to allow.
posted by mediareport at 6:23 AM on May 25 [2 favorites]

Members can also consent for someone to vote by proxy in writing. Writing being the one thing that we all are used to doing here, this seems like the most reasonable path to find a working process.
posted by phunniemee at 6:23 AM on May 25 [4 favorites]

Rhaomi is clearly stating that, despite months-old promises that meaningful input into the final bylaws would come after the interim board (finally!) posted them to MetaTalk, well, actually, no one in MetaTalk is allowed to have any input into the bylaws

[and followup comments taking the above as groundtruth]

I think you're misreading Rhaomi's comment there. Pretty sure he was saying that there's little value in everyone chiming in with proposed changes to the boilerplate bylaws when they might as well wait a couple days to see the work that's already been done on the (I'd guess pretty sketchy, since apparently spread across multiple email chains, and never yet consolidated?) draft bylaws, lest they "reinvent the wheel" in reproducing effort that's already been exerted.

It's totally silly that it's taken this long to show any of this work, but I think you might also be spinning out on a least-charitable-interpretation right now (which, for the record, I don't think is in bad faith; it makes sense that your trust would be frayed by the delay alone).
posted by nobody at 6:26 AM on May 25 [6 favorites]

I hope you're right, nobody, and that this promise from Rhaomi:

1adam12 wants to collect these into a single revised draft to share here in the next day or so.

comes to fruition soon, but I absolutely reserve the right to be highly skeptical of the interim board's intentions to allow a real election, given the bizarre, new, inexplicable part of the current bylaws that allows the three of them to appoint their own choices to any new elected board, which, since there's nothing in the bylaws I can see about them having to stand for election themselves, gives them total control over 6 of the 12 members of any new board.

Absurd. Appalling. Unacceptable.

Feel free to keep giving them the benefit of the doubt if you like. It'll make up for me not doing so.
posted by mediareport at 6:32 AM on May 25 [4 favorites]

Ha, fair. And do I have all that much faith that "next day or so" won't stretch out into longer, and potentially ridiculously longer again? Not really.

(But continuing along those lines, I read the boilerplate bylaws as reserving 3 seats in total for the current board to appoint, not 3 spots in addition to their own current seats. But it really is moot if the in-progress version we haven't seen even a glimpse of says anything otherwise anyway.)
posted by nobody at 6:38 AM on May 25 [2 favorites]

I read the boilerplate bylaws as reserving 3 seats in total for the current board to appoint, not 3 spots in addition to their own current seats.

I would certainly appreciate clarity on that point coming directly from the interim board, along with clarity on whether they expect to have to stand for election themselves. Like, now.

Rhaomi: Are you, 1adam12 and Gorgik planning to accept modifications to the bylaws from these new MeTa conversations?

That this happened over a U.S. holiday is accidental (no one planned any of this; whatever push that finally got the interim board off its ass has happened organically. I haven't emailed or otherwise spoken with anyone on MeFi, or off of MeFi, about anything I've written, except asking the mods on Thursday to unbutton this account). That doesn't change the fact that after 8 months of delay we need answers on this stuff immediately.
posted by mediareport at 6:50 AM on May 25 [6 favorites]

The bylaws do not require any of the interim board to stand for election ... .

... There's nothing in the bylaws I can see about them having to stand for election themselves ... .

I haven't seen anything in the bylaws about the interim board staying on after a board is elected.
posted by NotLost at 7:01 AM on May 25

I haven't seen anything in the bylaws about the interim board staying on after a board is elected.

You mean you haven't seen anything in the bylaws about the interim board staying on after a board is elected that includes three members the interim board gets to hand-pick themselves, right?
posted by mediareport at 7:02 AM on May 25 [2 favorites]

These bylaws say meetings require 25% of the members to be present to constitute a quorum

That’s a big issue for an Internet forum - getting 25% of people who have posted or commented alone would be a significant challenge.
posted by warriorqueen at 10:23 AM on May 25

Depends how we define "member" for the purposes of voting/quorum.

If we had a requirement that "member"s constitute natural people who have posted or commented on the site in the last 12 months (and haven't buttoned since, I guess)* it would still be pretty challenging—maybe impossible. [If we define members as all-time commenters/posters (who have not closed their accounts) then it would definitely be impossible.]

*If we did adopt a definition like this then I'd suggest that anybody who hasn't posted/commented in the previous 12 months could re-up their membership simply by posting or commenting.

The system somebody suggested (apologies for not giving attribution, I can't find the comment in the previous thread) where people affirm their intent to vote in some way e.g. by commenting in a custom thread for that purpose, would make a 25% quorum quite do-able I would think.
posted by joannemerriam at 7:05 AM on May 25 [1 favorite]

Which would also make it possible for special meetings to be called (2.7: "“Special Meetings” of the Members may be called at any time by the Board, the President, or upon the written request of no less than forty percent (40%) of the Members delivered to the Secretary.").
posted by joannemerriam at 7:08 AM on May 25 [1 favorite]

I absolutely reserve the right to be highly skeptical of the interim board's intentions to allow a real election, given the bizarre, new, inexplicable part of the current bylaws that allows the three of them to appoint their own choices to any new elected board, which, since there's nothing in the bylaws I can see about them having to stand for election themselves, gives them total control over 6 of the 12 members of any new board.

I hear that. That's why my follow-up ask is for the board to set a firm date for elections so that, working backward from that, we can figure out what's essential to be set up in terms of manner of elections, and have the bylaws amended as needed in time to open up nominations and start the election period.

To that point, I do trust Aielen and am heartened by his comment that

the set of drafted bylaws that NotLost, myself and others worked on during our time in the pre-incorporation group (that was later pared down to the current incorporated Interim Board) was more extended and detailed than the document currently shared, and discussed/addressed many of the areas/questions being raised in the current MeTas.

and I think that if we can use those as a jumping-off point in conjunction with a good and productive conversation here, we can give the Board a pretty well-fleshed out set of amendments to the extant bylaws. Ideally they really won't have to do more than pass that with a minimum of back-and-forth on their part, and then we can commence the election process.
posted by tivalasvegas at 7:12 AM on May 25 [5 favorites]

That this happened over a U.S. holiday is accidental (no one planned any of this; whatever push that finally got the interim board off its ass has happened organically.

The opening note of this crescendo happened sometime between May 11 and May 18 when out of complete desperation after months of being ignored (including, if I understand correctly, over email), donnagirl posted "Hey Rhaomi, can we get a board update on the financials?" in a Fanfare thread where he had been recently active and therefore likely to at least see it. The method, while dramatic and putting her in line of fire for "bans of increasing length," was ultimately effective.

Next time someone on Team Whinge decides to play the long harassment game we'll calendar it out and try to aim for a month without a holiday.
posted by phunniemee at 7:15 AM on May 25 [14 favorites]

Doesn't seem worth drawing extra attention to the series of comments I had in mind, but they were in the previous thread

I think you're talking about my comment in that thread about filing a legal complaint re: the delay in making the bylaws of the organization available to the userbase of the organization. Eh, I regret making that comment, and don't think it had as much to do with the interim board finally releasing the minutes (lol I mean bylaws) as my *other* comment inviting the mods to anonymously leak the bylaws to one of the site's members. Not sure if either was a factor, of course, but if I had to guess it would be the 2nd one.
posted by mediareport at 7:16 AM on May 25 [1 favorite]

The system somebody suggested (apologies for not giving attribution, I can't find the comment in the previous thread) where people affirm their intent to vote in some way e.g. by commenting in a custom thread for that purpose, would make a 25% quorum quite do-able I would think.

That section is about annual meetings of the membership, as opposed to elections for the Board. In the settings I'm familiar with, the annual Meeting does include those elections but I don't know how that works out in the context of an online community with global membership. If it's legally and practicably possible, I'd suggest that the two events not necessarily be tied to each other. Certainly issues of member meeting time, place and manner as well as establishing how to establish quorum is something we do need to address now.
posted by tivalasvegas at 7:17 AM on May 25 [2 favorites]

Thanks for the clarification, tivalasvegas, I misread that.
posted by joannemerriam at 7:21 AM on May 25 [1 favorite]

It’s helpful to tie elections to annual meetings because annual meetings are typically where things like the next year’s and last year’s budget, goals, changes to bylaws etc. are approved. It’s crappy to have the past/outgoing board members in charge at a time when the future is being laid out. That’s what they are typically in concert. That doesn’t mean the election couldn’t take place before the annual meeting, but it’s just so much cleaner if big transitions all happen together and in an orderly way. Otherwise, you saddle new people with decisions made immediately before an election by people who have left/been voted out. It basically minimizes the lame duck period.
posted by Miko at 7:38 AM on May 25 [7 favorites]

I don't think the bylaws assume that any member of the interim board will stay in office.

I do think it would be great to have that explicitly clarified sometime in the next few days.
posted by mediareport at 7:54 AM on May 25 [2 favorites]

would make a 25% quorum quite do-able I would think.

Having tried to schedule meetings with MeFites I’m still extremely skeptical. I think online asynchronous tools should be emphasized.
posted by warriorqueen at 8:02 AM on May 25 [10 favorites]

Yeah, drawing from orgs I currently work with, meetings can be set at a published time, held via zoom and recorded for later review by members. It does mean those members lose the chance to comment real time. But if comments on things are wanted then there could be a means to submit comment/questions during a comment period previous to the meeting.

If there needs to be a vote of the membership that should be asynchronous too.
posted by Miko at 8:10 AM on May 25 [7 favorites]

phunniemee: "Next time someone on Team Whinge decides to play the long harassment game we'll calendar it out and try to aim for a month without a holiday."

Well that leaves August then, all the rest of the months have holidays.
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 10:44 AM on May 25

Well that leaves August then
oh
posted by phunniemee at 10:55 AM on May 25 [1 favorite]

Yeah, that's the issue I was thinking about Miko... I agree that the real-time zoom format, recorded, makes sense but we would, I think, need to have a vote be held open for some length of time to allow Members who can't be present due to time zones / life in general to be able to vote.

I'm not familiar with how that gets done in an online setting in a way that complies with Robert's Rules of Order and gets spelled out in bylaws and so on, but I imagine you and/or other people have experience there.
posted by tivalasvegas at 10:59 AM on May 25 [2 favorites]

Following the original bylaws adoption there was extensive discussion about further additions and changes.

This is where things seem to have gone off the rails for me. Instead of releasing the bylaws and starting the community input process, you kept the bylaws secret and initiated a closed, private set of revisions to the bylaws... why exactly?

And now you are claiming that your operational revisions were so poorly organized ("scattered across multiple email chains, Slack chats, comments") that you can't possibly reveal who was involved or what input they had in the process. None of that seems in line with the community governance model of Metafilter that you agreed to implement when you were granted a seat on the interim board in the first place.

It really feels like you are treating your position on the interim board as a burden of authority, rather than as a privilege of community trust. I understand that it is a lot of invisible work, but that's true of every non-profit volunteer board position. People don't volunteer for non-profit boards because they get to be in charge, they volunteer because it is an honor to be trusted and respected enough to be asked into such a position. It really is a privilege. That's why people volunteer to do it uncompensated.

Having watched you squander that privilege over many Metatalk threads the past many months is really disheartening. I hope you still have enough of a healthy sense of what community governance means that you can lean into getting input from the actual community moving forward. But these recent updates, in spite of being full of useful new information, don't give me the sense that you are really interested in community governance at all. The actual attempt at community governance is happening all around you (even right here in this very thread), and as far as I can tell you are simply refusing to participate.
posted by grog at 11:12 AM on May 25 [14 favorites]

By the way, if people aren't familiar with Robert's Rules of Order, it's the usual basis (adapted as needed) for running formal meetings. This is a good introduction.

It's not strictly germane to this conversation, but it's good to keep in mind that the boring work of establishing things like "who puts agendas together" and "what are timelines that Members can expect to receive agendas and minutes on" do need to be considered if we're going to be a democratically-run organization, where everyone has a chance to receive in a timely way the information they need to think about any issues that will be considered so that decisions are made fairly.

As grog just spoke to, when things aren't documented properly all kinds of delays, frustrations and miscommunications will happen and that ends up snowballing over time to lead to... well, you've all been here in these threads, you can see as well as I can how everyone ends up feeling chewed up and spat out.
posted by tivalasvegas at 11:16 AM on May 25 [3 favorites]

grog: " The actual attempt at community governance is happening all around you (even right here in this very thread), and as far as I can tell you are simply refusing to participate."

It's a long US holiday weekend.
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 11:39 AM on May 25

That's absolutely true and I agree with the various people who have said we should be patient over the long weekend.

Do keep in mind the other side of the coin in mind, though. Attempts by this community for communication and actual community governance have been ongoing for months. Attempts to get the board to communicate and listen have been ongoing for months. For the first time in my life I'm to use the word "behoove" unironically and say that if the board wants to not be pinned down at inconvenient moments, it would behoove it to be responsive and transparent and fulfill its commitments before things get to that point.

That this dynamic has been one of if not the major point of grievance between users and leadership for like a decade, absolutely exploding before and during the talks on transitioning to a nonprofit, is what makes it so amazing to me that the board decided to replicate it.
posted by trig at 12:03 PM on May 25 [11 favorites]

Yeah this didn’t have to unfold on a holiday weekend. It could have been introduced on a planned, calm schedule signaled ahead of time. The IB was in control of that timeline: This wasn’t users’ choice, either:
posted by Miko at 12:32 PM on May 25 [15 favorites]

Yeah, lol, Rhaomi states above "the bylaws have been in effect since late last year, adopted via a circulated signed consent (not a discrete meeting) on November 20th."

There is zero good reason the interim board has waited to share those bylaws with this community until the Saturday of Memorial Day weekend six months later.

Zero. Rhaomi's weird overblown fears of sock puppet brigades do not count as a valid reason to have delayed sharing the bylaws until yesterday.
posted by mediareport at 12:45 PM on May 25 [6 favorites]

mediareport: "here is zero good reason the interim board has waited to share those bylaws "

Maybe? I dunno. We'll have to wait to see if Board had a reason.
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 2:32 PM on May 25

Yeah, lol, Rhaomi states above "the bylaws have been in effect since late last year, adopted via a circulated signed consent (not a discrete meeting) on November 20th."

I mean, if they could have posted it any time since then it sounds like a long time, but actually there were half a dozen long holiday weekends during that period.
posted by snofoam at 2:43 PM on May 25 [2 favorites]

Miko mentioned the possibility of a membership fee, what do people think about that? If we did it, I would like there to be an option to have it waived or refunded upon request so that people experiencing financial hardship wouldn't have to bear the burden, but either something fairly nominal (US$5) or substantive (US$50-ish) would both go some way toward minimizing the risk from Sockpuppet Brigandry and would give us a definitive list of Members eligible to vote, and secondarily it would provide a little bit of income (500 Members at USD$50 would be $25K less processing fees, which is nothing to sneeze at).

I'm not at all married to the idea but I don't hate it, either. Note that this is basically the model Talking Points Memo uses (though they fund "free" memberships using other donations, and in our case I assume we'd just have a form saying "please state briefly why you are requesting a waiver/refund" or something).
posted by tivalasvegas at 4:27 PM on May 25

Though, on reflection, I think I'd prefer a nominal fee at most for the first year because honestly I think people (including myself) have legitimate concerns about giving money to Metafilter at this point and those are very much the people whom we want to have a voice and vote here. Basically with a $5 fee you're not giving money to Metafilter so much as simply verifying your identity using email and a credit card.
posted by tivalasvegas at 4:30 PM on May 25 [2 favorites]

With respect to Miko and faith in the real world correctness of her ideas about nonprofits, not a dime from me until we see complete financials and have the assurance that no one who has mismanaged MeFi money in the past continues to have access to accounts. This includes current staff and, depending on what’s in the financials, the interim board.
posted by donnagirl at 4:58 PM on May 25 [4 favorites]

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