board77

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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 ]
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Voronwë_the_Faithful
Post subject: VOTE OVER: Member-owned Board
Posted: Fri 03 Jun , 2005 11:54 pm
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Friends, here is the text that I want to have an up or down vote on, subject to continued discussion.

Ownership of board77

¶1. It is the intention of board77 to eventually become a member-owned messageboard/internet/online community [this should parallel the language in the mission statement]. To that end, member Voronwe_the_Faithful has offered to prepare and file the necessary papers to form a non-profit corporation, organized under the laws of the State of California, once the following has occurred:
• the Charter has been completely finished and ratified.
• 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.


¶2.When formed, this corporation, subject to applicable laws and feasibility as determined by the members at that time:
• will be named board77, unless that name is taken
• will be formed as a mutual benefit nonprofit corporation
• will seek tax-exempt status if feasible
• will have voting members consisting of 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
• will have a Board of Directors consisting of a single director who will be the current Mayor, who will be elected by the voting members
• will have CEO, secretary, and Chief Financial Officer, all of whom will also be the Mayor, who nonetheless will be prohibited from taking any action in any of these roles that is not otherwise specified in the Charter without the authorization of a majority of voting members who vote on any issue
• will have regular Board/Member meetings at which the Mayor can report to the membership on issues affecting the community, the members can inform the mayor about any issues he or she needs to know about, and the members can communicate directly with each other, with the threads in which these Board/Member meetings occur being archived as the official minutes of the meetings
• will not collect membership dues but will have a donation fund from which miscellaneous expenses will be paid

¶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.

Last edited by Voronwë_the_Faithful on Tue 07 Jun , 2005 12:14 am, edited 5 times in total.

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Voronwë_the_Faithful
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Posted: Fri 03 Jun , 2005 11:54 pm
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Friends, this is the last subject that we need to discuss before we can open. Once we vote on this issue, we can take the break that TORN suggested before we finish the remaining miscellaneous items. I'm going to ask that you read through this carefully (perhaps twice) before responding.

Back in April, as most will no doubt recall, I began a discussion in the business room called Member-Owned Board? in which I proposed that the board eventually form a non-profit corporation that would make us a truly member-owned messageboard. There was wide approval of the general idea (including by Lidless, who currently "owns" the board77.com domain name), though there was much healthy debate regarding some of the particulars of implementing the idea.

I also offered at the time to research, prepare, and file the corporate papers pro bono. I later clarified that the offer was contingent on resolving the governance issues that we have been discussing here and in the business room, but I now consider that to be virtually a fait accompli. I have gone ahead and done the initial research stages sufficient to propose a basic plan.

Under California law, there are three types of non-profit corporations: public benefit corporation, mutual benefit corporations, and religious corporations. We would clearly be filed as a mutual benefit corporation - we would maintain the corporation for our mutual benefit.

One of the things that I stated in the course of the discussion was that it was my belief that under California law, even a non-profit corporation that had voting members is required to have a Board of Directors and certain officers. I have confirmed that this is in fact true. If we had decided on a structure in which admins (Rangers) were elected by the members, I would suggest that the admins constitute the board of directors. With the structure that we do have, it still would be possible to have the admins be the board, but I think it would not be advisable. Generally speaking, if a non-profit corporation has voting members, the Board of Directors should be elected by the voting members. However, while the law states that there must be, in addition to a Board of Directors as well as a President/CEO, a Secretary, and a CFO, it also explicitly states that one person can fill all of these roles. Since there is only one person that we are planning to elect, my proposal is that the Mayor fill these roles.

I can already see the expressions on some of your faces as you leap out of your seats to type as quickly as you can that we cannot possibly vest so much power in the hands of one person. However, before you do so, consider this. When I file the corporate papers, I will file by-laws. The charter that we are working on will essentially be those by-laws. There is nothing in the law that says that we can not include as part of those by-laws a statement saying something like "other then performing the specific duties enumerated herein, the Mayor (in his or her capacity as a Director or Officer of the corporation) may take no action without the approval of the voting members." In essence, we would not be giving the Mayor any additional powers then the ones that we have already assigned to the office.

This leads to the other question that caused the most dissension in the previous discussion: the question of what qualifications would there be to be a voting member. The law says that we can specify the qualifications for voting membership, which can but does not need to include membership fees. It also specifies that we can have different classes of members, and even refer to people who are not voting members as "members."

There was much debate about whether we should require some kind of nominal fee as a requirement for voting membership, or some other standard. However, if the proposal that I am making is adopted, I believe that the only real choice that we have is to have everyone who registers here be a voting member, with no other qualifications. If the vote for the Mayor is also the de facto vote for the Board of Directors (with a board of one director), and all registered members are allowed vote for the Mayor, then all registered members must be voting members.

As for fees, I don't think that we should have any mandatory fees. Instead, I think that we should have a donation fund in which members voluntarily contribute to paying what should our very minimal expenses. The only expenses that I can think of would be the cost of the filing fees (which will not be much, since there will be no associated legal fees) and possibly the cost of hiring an accountant to do our taxes (although our finances should be so simple even that may not be necessary). My guess is that we would have more then enough money donated to cover those expenses and the excess could go to any number of fun possibilities.

My intention is to open this up to discussion, but then eventually put up a yes or no poll. The parameters of what I put up for approval will obviously be limited by what can or cannot be done under California law. But first, I want to know what people think is either not clear, or problematic.

Thanks!


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truehobbit
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Posted: Sat 04 Jun , 2005 12:18 am
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First of all :clap: and :bow: for doing this, Voronwe!

It's quite a bit to digest, so just one question to start with:
Quote:
However, while the law states that there must be, in addition to a Board of Directors as well as a President/CEO, a Secretary, and a CFO, it also explicitly states that one person can fill all of these roles. Since there is only one person that we are planning to elect, my proposal is that the Mayor fill these roles.
No, don't worry, it's not about power! ;)

I'm wondering what these roles are - what does one actually have to do in these capacities? It sounds terribly daunting to me - it's one thing to keep a few files, but it seems quite another to be President, Secretary, Director and whatnot of an organisation all in one.

(Oh, and another short question: we'd have to do taxes? :Q )

Sorry, I'm just completely green when it comes to those things! :oops:

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IdylleSeethes
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Posted: Sat 04 Jun , 2005 1:12 am
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Imperious Leader,

Thank you for researching and presenting this. We have entered an area where there isn't much freedom of movement and I hope everyone understands we will be bound by laws and regulations outside of our control. This could get very tedious if we all don't put a lot of faith in Voronwe's judgement.

I've been involved in quite a few businesses and a few non-profits. None had such dispersed ownership and my concerns are related to that characteristic. As examples:

Do you forsee any record keeping complications related to ownership?

What are the legal requirements for notice to owners of official actions?


Is this the beginning of the coup?

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Cerin
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Posted: Sat 04 Jun , 2005 2:25 am
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Thank you, Voronwe! You are really doing a magnificent job moving us forward.


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Primula_Baggins
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Posted: Sat 04 Jun , 2005 2:42 am
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To streamline the process, maybe we should agree in advance to the following:

If Voronwe tells us we have no choice about something, then rather than argue further because it ought to be different in any rational world, we will simply say, "Yes, Imperious Leader," and allow the discussion to move to the next point. :P

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IdylleSeethes
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Posted: Sat 04 Jun , 2005 2:50 am
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Just so we don't have to :bow: :bow: :bow:

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Jnyusa
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Posted: Sat 04 Jun , 2005 3:16 am
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Very clear explanation, Voronwe. Thank you!

And I will :bow: :bow: :bow:

Jn

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Holbytla
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Posted: Sat 04 Jun , 2005 4:12 am
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Primula_Baggins wrote:
To streamline the process, maybe we should agree in advance to the following:

If Voronwe tells us we have no choice about something, then rather than argue further because it ought to be different in any rational world, we will simply say, "Yes, Imperious Leader," and allow the discussion to move to the next point. :P
With me around? Are you kidding?
My motto in life is "Question Authority". I hope the V man is prepared to be put under the microscope. :P

Legally speaking, can you detail for me the difference between what we are now and what we hope to become? Meaning is there really a positive to this? Aren't we now as liable as we will become? If not then are you saying that Phbb is now liable? If so then why not keep them liable instead of us?

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Jnyusa
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Posted: Sat 04 Jun , 2005 4:51 am
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Holby, Voronwe will correct me if I'm wrong, but I think all of this is mainly with an eye to that time when we move to our own board. Then the question will be: Is Liddy liable for all of us, or are we liable for ourselves?

Jn

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IdylleSeethes
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Posted: Sat 04 Jun , 2005 6:09 am
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I'm not an attorney, but it is my impression that if it turned out that Prim was really 12 years old and yovargas seduced her in ToE, and met her in Toronto next year to consumate it, the prosecutor in Walla Walla probably wouldn't succeed in putting Lidless in jail, but he would cause him to run up enough legal bills to cause him financial discomfort.

I have been caught standing too closely to people who have ended up in lawsuits who usually weren't guilty of anything, but because of my proximity, some attorneys made money protecting me.

It's those gray areas of uncertainty that are the killers. Most of the work I've done over the last 25 years has been owned and/or protected by the Federal government. I recently started working in an area that, although Federally funded, is much more exposed to litigation over intellectual property rights. So, about 10% of my time now goes to researching whether or not I'm infringing and if I'm not, how to make it so no one else can infringe on our rights. Just the possibility of a lawsuit is distracting me from my work.

It doesn't seem to matter whether or not you are guilty these days, its a matter of whether or not you are likely to be accused.

I think Lidless is far too exposed :Q and we need to correct that problem soon.

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Primula_Baggins
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Posted: Sat 04 Jun , 2005 6:24 am
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:Q

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Voronwë_the_Faithful
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Posted: Sat 04 Jun , 2005 6:58 am
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Quote:
If Voronwe tells us we have no choice about something, then rather than argue further because it ought to be different in any rational world, we will simply say, "Yes, Imperious Leader," and allow the discussion to move to the next point.
But I will certainly do my best to explain WHY we may not have a choice. I would much prefer that people understand what I am proposing and are comfortable with it. So, here are my attempts to answer people's questions (and in the course of doing so flesh out my proposal a bit more).

Quote:
I'm wondering what these roles are - what does one actually have to do in these capacities? It sounds terribly daunting to me - it's one thing to keep a few files, but it seems quite another to be President, Secretary, Director and whatnot of an organisation all in one.
Great questions, Hobby! In theory at least, it is the duty of the Board of Directors to set the direction of the corporation, and to direct overall policy. It is the duty of the Chief Exectutive Officer to oversee the day to day operations of the corporation. The secretary's job is basically one of record-keeping (sound familiar?). One job of the secretary would be to keep minutes of Board meetings (more on this in a bit). The CFO, of course, is responsible for the corporations finances.

In practice, how the Mayor would conduct these various tasks is almost entirely laid out already in the Charter. The direction of the community is what we are agonizing over now in the Mission Statement discussion. Basic policy is also set by the charter. As I discussed above, we would specify that the Mayor would have no power to change any of this on her own; the most she could do would be to suggest changes, which any other member would have an equal power to do (we still need to discuss exactly what the process for amendments to the by-laws will be, but obviously it will require approval by the members).

Most of the day to day operations of the board would be delegated to the Rangers, as is appropriate (after all, how many CEO actually do the hands on work at a company). Other tasks would be delegated as needed by the Mayor to people to act as spokespersons or as Loremasters overseeing the procedure of any hearings if a jury so requests.

Most of the Mayor's day to day tasks would really come under his role as the secretary, since most of those tasks are recordkeeping in nature. Which brings us to the issue of of Board meetings and minutes thereof. One of the things that the law requires is that the Board of Directors hold regular meetings, and that minutes be kept of those meetings. That sounds onerous at first until you think about the possibilities.

These meetings (perhaps held quarterly) would be an opportunity for the Mayor to report to the membership on what has been going on with the board, and any decisions that may need to be made. It would also give the members an opportunity to inform the Mayor of anything that he needs to be aware of (such as a situation where a spokesperson might be needed). And it would give the members in general an opportunity to keep other members informed of concerns they have, etc.

And here's the beautiful part about it that keeps it from getting to onerous: the thread in which such a meeting occurred would then automatically become the minutes of the meeting, without any further work being necessary!

The final item of keeping track of the board's finances also should not be terribly onerous under the proposal as I have outlined it. Which leads to your other question,Hobby:
Quote:
we'd have to do taxes?
I am not yet sure whether we would be able to file for tax-exempt status. But I'm almost certain that it would not even be necessary for us to do so, and that we would have so little money going through us that we would not need to pay any taxes (although we would likely need to file tax forms anyway).
Quote:
Do you forsee any record keeping complications related to ownership?
Idylle, I think I have already answered this question as much as I am able to do at this point.
Quote:
What are the legal requirements for notice to owners of official actions?
I'm afraid I'm not sure I understand this question. Notice from whom, and to whom? Of official actions by the corporation, or by officials outside the corporation?
Quote:
With me around? Are you kidding?
My motto in life is "Question Authority". I hope the V man is prepared to be put under the microscope.

Legally speaking, can you detail for me the difference between what we are now and what we hope to become? Meaning is there really a positive to this? Aren't we now as liable as we will become? If not then are you saying that Phbb is now liable? If so then why not keep them liable instead of us?
Holby, please do question anything that you think needs questioning. I think that is very helpful.

As for your specific question, Jn has already answered it. If in fact we intend to stay here at phBB then all of this is academic. My understanding is that it is generally accepted that the desire is for us to move to our own site. We would certainly have more options to do different things, and to grow into whatever it is that we are going to grow into.

This whole idea stemmed out of the thought that I had that Lidless should not be saddled with the responsibility of being the "owner," something that he agreed with fully. And it seemed to me to be the natural progression from this democratically governed messageboard community that we are trying to create.

As Idylle pointed out, ownership that is this dispersed is unusual to the point of uniqueness. But it is ownership of a different kind then that which is normally associated with that word. It is not ownership in a material sense. It is not even intellectual property in the legal and economic sense of that term. Instead, it is common ownership of a common idea, of an amorphous, undefined vision (yes, dammit, the dirty word itself!) that we would each doubtless define differently and yet which we nonetheless all share.

*swoons theatrically*


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Primula_Baggins
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Posted: Sat 04 Jun , 2005 7:04 am
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<wild applause>

Thank you, Voronwe!

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Alatar
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Posted: Sat 04 Jun , 2005 7:23 am
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Voronwe, first I'd like to add may applause for what you're doing here. I do have one question.

In IS' hypothetical case of Yova seducing a 12yo Prim, what would happen? Would the board of directors be held legally accountable?

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IdylleSeethes
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Posted: Sat 04 Jun , 2005 7:37 am
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Voronwe,

My experience with publicly held companies is that there are a lot of notification requirements related to board of directors activity. In small privately held companies, everyone usually receives notice of board of directors activity anyway. I don't know what notice is required to be given to member/owners when board of directors activity is planned, as an example.

Editted for clarity

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Voronwë_the_Faithful
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Good question, Al. The answer is no (unless Yov was the Mayor and therefore was the Board of Directors, but he would only be potentially liable as himself, not as the Board). If there were anyliabilityattached to "owner" of theboard, it would only be the corporation itself that would liable. And since the corporation itself would likely have virtually no material assets, that would be a completely moot point.

The only possible exception would be a situation where the Mayor somehow actively used his or her office to help facillitate the unlawful act. And if that were the case, he or she would deserve to be liable. Or if the Mayor completely combined his or her resources with that of the Board's. Let's say the Mayor used the board bank account (if there was such a thing) for all of his or her own personal finances, and someone started using his or her position to facilitate his or her own private business. In that case, that might be enough to, as we say "pierce the corporate veil." In that situation it could be said that the corporation had become the "alter ego" of the Mayor. And again, in a situation like that the Mayor would deserve to be held liable. But I can't even imagine a situation where it would be possible for someone to do that, even in the extremely unlikely event that someone would actually want to.

That's the main reason to pursue incorporating


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Holbytla
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Posted: Sat 04 Jun , 2005 11:22 am
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Typical damned lawyer. :P
You flounced all around without answering the questions.
Let me try again.

Who at this very moment in time is liable?

If the answer is phpbb, then why would we want to remove that "blanket of protection" for our own server and software?

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Primula_Baggins
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Posted: Sat 04 Jun , 2005 4:15 pm
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I am sure that the terms of setting up this board included a statement that we're liable for what we do here. phpbber would be nuts not to have such a statement.

As for who "we" is, I am not sure. Alandriel?

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Dindraug
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Posted: Sat 04 Jun , 2005 4:31 pm
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Just a question because the 'needs' being expressed here have me cold, but why are we discussing the implications of this under Calafornian law?

I for one am not in Calafornia, and have no intention of ever going there, why should it bother me?

And if Lidless is the owner of the domain, he is based in Florida!

Now I know you still execute people in Florida, but I am still unsure as to why there is this 'need' to set up this place as a Californian corporation? Is the death penalty not imposed for crimes that may or may not be commited on this messageboard by the majority of members who are not Californians, or Americans.

Sorry to be blunt, but I really do not understand the need. I am also less than happy to open myself or anybody on this board up to the potential abuse by the US legal system that appears possible if we declare ourselves a corperation.

So before we go to far down this route, can somebody please tell us what the implications of this are to us, and if you can try to avoid leagalistic terms, that would help.

Thank you. :)

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