board77

The Last Homely Site on the Web

VOTE OVER: Member-owned Board

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Please state your preference among the following choices:
I approve the full text in the first post
  
100% [ 13 ]
I only approve the first sentence of the text, which reads It is the intention of board77 to eventually become a member-owned messageboard/internet/online community.
  
0% [ 0 ]
I do not approve of either the full text or the first sentence only.
  
0% [ 0 ]
Total votes: 13
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Voronwë_the_Faithful
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Posted: Sat 04 Jun , 2005 4:32 pm
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Prim, that would be my best guess as well. Particularly after learning that they require that she retain admin status.

But Holby, the plan to move to our own site long predates my being invited to join this board. You act like I've hatched some kind of plot to push the board in a direction that it would not otherwise be going. It is others, with much more technical knowledge then I have, who declared that we would be better off if we moved to our own site then if we just stayed in a little corner of phpbb. I am more then happy to accept their superior knowledge and experience, and I do think that if it is our hope to create something lasting, that it does make sense to have our own site.

Also, I must say that while it is often difficult for me to tell when you are being flippant and when you are being serious, but I will tell you that I am sensitive to the charge that I am "a typical lawyer" particularly in the sense of being dishonest and conniving. I do not believe that I am that way, and it bothers me to be perceived as being so.


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Dindraug
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Posted: Sat 04 Jun , 2005 4:40 pm
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Voronwe_the_Faithful wrote:
but I will tell you that I am sensitive to the charge that I am "a typical lawyer" particularly in the sense of being dishonest and conniving. I do not believe that I am that way, and it bothers me to be perceived as being so.
I for one do not see you that way Veronwe, so please don't take that from me or anybody *angry glance at people thinking that way*

However, I really do not trust lawyers as a profession. Various reasons not worth going into, but I do not. It is the same with Financial advisors.

As an individual, I do think you have the best interest of this board in mind. :)

But I am really worried about the implications that are going on here and I really do need reassurance. Hope you understand.

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Voronwë_the_Faithful
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Posted: Sat 04 Jun , 2005 4:54 pm
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Din, I feel the same way about lawyers myself, which is why I am so sensitive to be considered typical of the breed.

As for seeking reassurance about the implications of what is being proposed, I completely understand that, and I will continue to do my best to help people understand the implications of what is being proposed.

Last edited by Voronwë_the_Faithful on Sat 04 Jun , 2005 5:02 pm, edited 1 time in total.

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Dindraug
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Posted: Sat 04 Jun , 2005 4:58 pm
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Thank you, that is all I ask :)
:cheers

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Jnyusa
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Posted: Sat 04 Jun , 2005 5:04 pm
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Voronwe - the notification question that IS is asking about has, I believe, to do with notifying the 'voting members' of the actions of the board, especially when those actions require a vote. We have a slight problem here in that anyone who registers becomes a voting member (if it's set up that way) but they may only lurk and then disappear forever without ever participating as is typical on the internet. That is why, in RL, membership dues are so often required (and I KNOW we don't want them) but it helps identify who considers themself a member requiring notification.

One of the things we should do during this discussion, imo, is lay out the ways in which an internet community functions differently from an
RL organization so that we can identify the kinds of questions we should be asking.

Din - corporations are registered in a particular State and attornies are licensed to practice law in a particular State. The only reason Voronwe is rgistering the corp. in California is because that's where he is licensed.

There would be no problem leaving Lidless with the liability for the site if we also gave him complete control over the site. Since we want the members to have all the control, then the members should have the liability also, as a matter of principle. Separation of accountability and control is problematic, both as a fairness issue and in terms of what we wanted the site to become.

Jn

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Holbytla
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Posted: Sat 04 Jun , 2005 5:31 pm
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Voronwe_the_Faithful wrote:
Prim, that would be my best guess as well. Particularly after learning that they require that she retain admin status.

But Holby, the plan to move to our own site long predates my being invited to join this board. You act like I've hatched some kind of plot to push the board in a direction that it would not otherwise be going. It is others, with much more technical knowledge then I have, who declared that we would be better off if we moved to our own site then if we just stayed in a little corner of phpbb. I am more then happy to accept their superior knowledge and experience, and I do think that if it is our hope to create something lasting, that it does make sense to have our own site.

Also, I must say that while it is often difficult for me to tell when you are being flippant and when you are being serious, but I will tell you that I am sensitive to the charge that I am "a typical lawyer" particularly in the sense of being dishonest and conniving. I do not believe that I am that way, and it bothers me to be perceived as being so.
Yes I was being flippant and I am sorry about the remark.
However you still have not answered my question.
And I am not accusing anyone of anything. Merely asking questions and thinking out loud. What can we gain from opening, and what can we lose from opening? Can we register this board in another place outside of the US? Can we register in the Caymans? What are the options and what are the consequences?

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truehobbit
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Posted: Sat 04 Jun , 2005 6:03 pm
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Voronwe, thanks for answering my questions - it does indeed sound feasible! :)

As to the questions why we are doing this, I'd like to attempt to answer Holby and Din, and please correct me if I'm wrong in any of this:

Holby, it seemed to many members ages ago that phpbber would only allow us a limited growth, and even more limited means to design the board according to our own wishes - we tried, but could not find out, I think, how much space on their servers, simply, phpbber allows to a single board - we assumed there were limits. That's why lidless bought the b77.com address for us, so we could move somewhere when we outgrow phpbber.

So, as far as I understand, that's why we plan to move in the first place - leaving the question of how to organise the new place, which is what Din was asking about, I think, and it seems there are these two options: either one person owns the board, which is the normal practice, or we find a way to have the membership own the board.
I don't know the first thing about legal questions, but what Voronwe explains about how an organisation can own a messageboard is very convincing to me.
I'm sure similar possibilities exist in all countries, and if we had people skilled in these things from England, Germany or wherever, in addition to the US, they could just get together and find out where the law offers the best opportunities, and register the board under the laws of that place. But through coincidence, Voronwe is the only person who can help us here, and it seems that we are lucky and Californian law offers a viable solution - so, that's why we are heading in that direction.
(And I should add that I have the greatest trust in Voronwe, so that makes it even more lucky, for me. :) )

But now that I've said all this, I have another question - not sure if I can explain the problem I've been thinking about, that's why the question is so long:

What Voronwe proposes sounds wonderful - for now! What would happen if the board's membership changes significantly?
Even now, some of the people who were most active three or four months ago, are, whether through RL obligations or because interest has slackened, not all that active any more.

So, I'm wondering, what if, in a year or so, the membership has changed so much that slowly all the current, politically highly aware members will move on and leave behind a board of happily unaware posters?
What if Voronwe decides it's time for an alternative lifestyle and moves to the North Pole, without Internet access?
What if Mayors repeatedly resign prematurely simply because they can't be bothered to continue their duties?

If Jonathan and Ted on TORC decide they've had enough, they can close the place and that's it. If there is one owner, and that owner gives up, the place closes, nobody else has anything to do with it.

So, what I'm thinking about is: with no real owner who is a personal entity, how can "the board" ensure the duties of the organisation are fulfilled or, if they can't be fulfilled, makes sure the place is closed?
Is it possible for us to leave without putting any "next generation" of posters in a legal fix or would the board have to close if some - who/how many - of us were to leave?

Last edited by truehobbit on Sat 04 Jun , 2005 6:07 pm, edited 2 times in total.

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Jnyusa
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Posted: Sat 04 Jun , 2005 6:04 pm
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(Edit: cross posted with TH - the following is response to Holby)
Lidless at one point suggested taking us offshore. :D But I don't know if he was being serious or not ... we were talking about how accountants tackle issues as opposed to how lawyers tackle issues.

Presumably there are other options, but we need someone with a great deal of expertise advising us in these matters. Voronwe is a capable lawyer, and unless someone gives us a funky alternative and tells us how to do it, we'll have to choose a plan that fits the expertise we have available to us.

Edit: TH - your explanation is quite correct

Jn

Last edited by Jnyusa on Sat 04 Jun , 2005 6:51 pm, edited 1 time in total.

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Voronwë_the_Faithful
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Posted: Sat 04 Jun , 2005 6:35 pm
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Holby, I apologize that I am not making myself clear. I will try again. :)

I am not proposing that we move from phpbb. What I am proposing is what to do if we do move from phpbb. I was under the impression that that decision had already been made. But if we were to say yes to what I am proposing now, but never actually moved form phpbb, what I am proposing would never be implemented. So the question of what we gain or lose from moving from phpbb is irrelevant to this discussion; it is a separate discussion in and of itself.

As for whether there would be other options other then what I propose, I sure there would be, but you would need to find someone else to implement them. What I have proposed is what I would be able to implement. I did not want to emphasize this, but I see that I really have no choice. Please keep in mind that I would be doing at a minimum several thousand dollars worth of legal work for free. It may be difficult to implement any alternative plan without having to spend at least that much on someone else's services.


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IdylleSeethes
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Posted: Sat 04 Jun , 2005 6:54 pm
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TH,

Your dissipation statement is probably close to what the reality will be, which is why I have been interested in a strong identity and statement of who we are, how we think we should relate to each other and what our intentions are for the future. We should be trying to counter the forces of entropy which you describe.

I expect Voronwe will include an exit strategy for closing down the board, but I'm not sure it really matters a lot since closing down relates to distribution of non-existent assets.

There are frequent allusions to old discussions and relationships that I am unaware of.

At the moment, what I think I know is that Lidless owns the URL and whatever arrangement of services exists with the provider is between the provider and Alandriel. That makes both of them targets for legal action with Alandriel probably carrying the risk with the most consequences.

What we should all want is to end personal exposure and transfer responsibility to some entity that protects us as indiviuals. There are many forms of that.

I have heard the desire for being member run and member owned since before I was invited. I'm not sure those are the goals of everyone.

If we want to claim to be member run, I think we also need to be member owned. Otherwise it is an illusion, since we are really only here at the pleasure of whomever owns the board.

Where we physically reside is pretty much irrelevant. The reponsibilities of the owners are much the same whether we own our own facility, rent from a hosting company, or an angel donates the host. In some sense the name (URL) associated with us doesn't matter much either, although changing it can be confusing.

What we need to focus on first, is who we want to be legally responsible for the board. The consequent owner then needs to decide our physical arrangement.

There are as many different legal possibilities as there are possible mission statements. Similarly, many of them are good choices. We have to trust someone to guide us through this and not question their legal judgement. If we all don't fully support Voronwe on the legal aspects of this we will flounder forever. He is the expert we have and he needs to work in the environment with which he is familiar.

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Voronwë_the_Faithful
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Posted: Sun 05 Jun , 2005 3:46 am
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I have posted the draft of the text that I want to vote yes or no on, subject to our further discussion. Please share your further comments.


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Cerin
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Posted: Sun 05 Jun , 2005 4:26 am
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:banana:

I think this is so freakin' cool.


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Voronwë_the_Faithful
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Posted: Sun 05 Jun , 2005 5:00 am
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Thanks, Cerin.

:cheers


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Jnyusa
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Posted: Sun 05 Jun , 2005 5:31 am
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This looks votable, Voronwe.

There are two things I want to ask you if it makes sense to add:

• the messageboard has moved to the www.board77.com domain name, which is currently owned by member TheLidlessEyes, who has offered to transfer such ownership to a non-profit corporation formed for that purpose under terms acceptable to both TheLidlessEyes and the other members.

I would not like to imply a gratuitous transfer ... either we reimburse Liddy, or if he donates the domain names to the corp. then it should show in our books as a contribution and he should receive 'credit' for it, whatever that means in our context

• ¶2 subject to applicable laws ...

You mentioned 'feasibility' in the bullet point about tax exempt status and I am thinking it might be a good idea to put it in the title of this paragraph as well ... "subject to applicable laws and feasibility as determined by the members at that time"

And there are two issues I want to raise as principle issues:

• will have voting members consisting of all persons who register a primary screen name at board77

We have not yet written the by-laws concerning binding votes, and clearly they will have to coincide with the applicable state laws. I hesitate to write in stone "all persons who register" when we are talking about a virtual community. It occurs to me that eligibility may in fact require some discussion, especially with the notification issues that Idylle raised and our quorum requirements.

Would it be sufficiently open-ended to say instead, "all persons who register a primary screen name at board77 and are eligible to vote for the Mayor under the by-laws regarding a binding vote of the membership" so that this text will be bound by the by-laws we write later rather than having the by-laws bound by this text?

• Should this text concerning ownership be a separate section, like Mission Statement and Key Principles? It does not look to me like it belongs in the by-laws. If a separate section, where would you like to position it? My own weak opinion is that it logically comes before Administrative and Governance procedures (by-laws) but I am open to suggestions.

Finally, if the members of the committee find this a bit scary to vote on with so little discussion :) it is also possible for us to write this section with less detail, i.e. a simple statement that we intend to form a mutual benefit corporation if we move to our own site so that ownership and control will be vested in a single entity, namely the membership, and no individual will be liable on behalf of all.

Jn

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Voronwë_the_Faithful
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Posted: Sun 05 Jun , 2005 7:04 am
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Jn, I have no problem with those suggestions. As for the outstanding questions from Idylle, I can not give comprehensive answers to them beyond stating me belief that we can work through them based on my preliminary research. My only intention at this point was to present a basic plan. I am going to add an additional paragraph that I hope and think will help allay people's concerns.

¶3. This is only a basic outline that is the result of preliminary research only. Before the corporation is actually formed and ownership transferred to it, a comprehensive plan will be presented to the then current membership, a majority of which must approve it for the plan to then go forward.

As for where it goes: I don't care. :)


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IdylleSeethes
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Posted: Sun 05 Jun , 2005 7:32 am
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Voronwe,

That satisfies me.

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Jnyusa
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Posted: Sun 05 Jun , 2005 7:45 am
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Yes, I think that ¶3 takes care of any concern I might have, because we really can only express an intention at this point. The actual formation of the corp and making all the relevant decisions will take months.

Jn

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*Alandriel*
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Posted: Sun 05 Jun , 2005 9:34 am
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Awesome :Q simply awesome :bow:

Most of my questions have already be answered though I still would love to see what different 'options' would be created if we went offshore. Voronwe you have my deepest regards and heartfelt thanks for having poured so much effort into this :bow:

One wee thing though: re quarterly meetings. Is quarterly a legal necessity (California law) or could the timeframe be potentially less?
I'm asking - well, more out of 'experience' where trying to organize official quarterly board meetings is a pain to say the least to get everybody into the same room at the same time. Would twice a year (or even once) suffice?

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Impenitent
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Posted: Sun 05 Jun , 2005 11:49 am
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V, I am so very appreciative not only of the amount of work you have put into this but also your willingess to donate your professional expertise to facilitating this process. Thank you very, very much!

My questions relate to the issues already brought up by TH and Jn: what happens when attrition affects the membership and two-three generations down the members are disconnected from the originators, our desires/plans/knowledge? Do we bequeath them trouble and strife?

And secondly, the registration list of members is not a true reflection of who the membership are at any given time. Does this matter?

With regards to the ballot when we actually vote, I'm in agreement that the full text is necessary, rather than an outline summary. Makes it much easier to argue transparency later if anyone jumps up and down crying that they didn't know.

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Axordil
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Posted: Sun 05 Jun , 2005 2:28 pm
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I do know from dealing with one 501c3 out of CA that regular meetings are necessary...Voronwe may have updated information as to exactly how often that actually means.

As to the question of the future...in my experience, if a structure is robust enough that people respect it for working and surviving and doing what it is supposed to, it can long survive the passing of its architects and builders, ESPECIALLY since we aren't dropping off of the face of the earth right away. There will be a period during which some aspects of the Charter and everyday maintenance WILL need tweaking...but so long as the ur-members are around to explain things, that period should run smoothly.

By the time the third or fourth "generation" of memebers is here, the Charter will look as if it had been graven in stone by the finger of JHVH, and will be ready to enshrine in the public space of your choice. :D

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