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CHARTER RATIF.: Ownership - VOTE 'till end of Jun 26 GMT

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Do you approve this preliminary plan as written?
Yes.
  
96% [ 44 ]
No.
  
4% [ 2 ]
Total votes: 46
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Voronwë_the_Faithful
Post subject: CHARTER RATIF.: Ownership - VOTE 'till end of Jun 26 GMT
Posted: Mon 06 Jun , 2005 7:11 pm
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Friends,

We are now opening the discussion and ratification of a preliminary plan for Member Ownership of board77. Please note that the final plan will need to be approved by the then full membership before it is implemented. The preliminary plan is listed below and can also be read in context here, 1st post:Actual Document

We will discuss from Mon Jun 6 ~7:00pm GMT to Thur Jun 16 ~7:00pm GMT. We will vote from Thur June 16 ~7:00pm GMT to Sun Jun 26 11:59pm GMT. Ratification requires a quorum of at least 39 votes and a super-majority of at least 2/3 of the votes.

The purpose of the discussion is to uncover controversial items and remove them before voting. Please speak freely. Thanks, V.

Ownership of board77

¶1. It is the intention of board77 to eventually become a member-owned internet community. 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 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 Sun 26 Jun , 2005 11:32 pm, edited 4 times in total.

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Anthriel
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Posted: Tue 07 Jun , 2005 3:33 am
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Quote:
I mean, what do I know, I'm only a company director.
I saw this quote by Lidless in another thread and am wondering what this means, exactly... I have been away for almost a week so I'm sure I have missed a bit of news.
:oops:

When I read this:
Quote:
• 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


it sounds like perhaps it answers my question... has Lidless been voted as the current mayor (which looks like another name for company director, perhaps), or is he the mayor sort of by default since he currently owns the domain name?

I doubt there's been a vote (I wasn't gone THAT long ;) ), so Lidless is probably just referring to something else completely that I just haven't been plugged in enough around here to catch.

And this confuses me:
Quote:
• 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
It sounds in the first bullet point that there will be one mayor... who is the sole member of a "board of directors", which sounds odd... and then in the second bullet it sounds like three people will also be mayor.

Sorry I'm so confuzzled. I think I got too much sun and too little sleep in Key West...


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Primula_Baggins
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Posted: Tue 07 Jun , 2005 3:36 am
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Poor confuzzled Anthy! :hug: I hope you had a fabulous time. (I love the picture—very appropriate for these times here!)

I'm glad you're back, though—things are hopping!

Lidless wasn't talking about the board—he was talking about RL.

And the Mayor plays all four roles on the Board of Directors. There's still only one person in the Mayor job. Apparently this is quite proper and normal in the world of business. :Q

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Anthriel
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Posted: Tue 07 Jun , 2005 3:48 am
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Quote:
Apparently this is quite proper and normal in the world of business.
You have SO got to be kidding.

:Q

One person has 4 jobs? (Guess I shoulda taken a couple of business classes in college... :oops:) Could the wording of this reflect that a bit better, for us poor ignorant easily confuzzled lab rat types?

:help:

Actually, I'm going to get my sunburnt hiney over to Jury Room, before I say too much more in THIS thread. This stuff has probably already been addressed!

And of COURSE Liddy was talking about RL! :oops: :oops: :oops: Sorry, that thought never dawned on me. Silly Anthy...

I like the b77-ish significance of the "end of the road" pic, too! I'm trying to come up with a good caption for it... any ideas? :D


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Jnyusa
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Posted: Tue 07 Jun , 2005 4:37 am
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Anth - I'll take a stab at explaining how one person can be four or more people in a business setting :)

A corporation is like a fictitious person. It is a legal person - real under the law but fictitious in every day life.

That person - the corporation - is actually the sum of a bunch of real people who own and control the corporation. In for-profit corporation, the stockholders own the corporation and the board of directors represents the stockholders, so every corporation is required by law to have a board of directors to represent the ownership interests of the corporation. The board of directors does not run the corporation from day to day. They hire officers to do that, and the officers hire employees. The board watches over the officers to make sure the stockholders don't get screwed, and then once a year the officers and directors report to the stockholders.

In a not-for-profit corporation, which is what we would be, you don't need quite the same oversight capacity because the 'owners' in this case are members, and they are not investing money and hoping for a profit. In a small corp. like ours there aren't employees and multiple managerial functions so we don't need a complicated structure. The law recognizes that there are lots of small non-profit groups like ours, so it allows us to have a much simpler management structure. It allows us to have one person be our director, our president, our secretary and our finance officer, as long as that person is elected by the members, so that the 'owners' (the members) have the final say.

All those functions still exist on paper - (some non-profit corporations really do need to have different people in every role so all the roles exist on the forms we file) - but we are allowed to fill in the same name on all the lines if we want to.

We don't need a corporation right now because we are posting on a site that someone else owns - the phpbber people. They are the ones who are legally responsible for what happens here. But if we move to our own site and Lidless owns the domain name, then Lidless will be legally responsible for what happens on board77. Making b77 become a corporation at that point prevents Lidless from being the sole legal owner. It's a matter of prudence, a matter of caution to do it that way, because the legal liability of a corporation is restricted to the assets of the corporation - which in our case will be close to zero - whereas the legal liability of a real life person (like Liddy) is not restricted at all. It is unlikely, but not impossible, that someone could sue b77 for something and take away everything that Liddy owns.

You're in the U.S., right? So you know what wackos Americans are about lawsuits. We've been referring to the TOE in all these conversations, but I am more concerned about things like ... a young adult spending a lot of time here talking about their use of alcohol, or about their depression or their mania, and then ending up in a DUI accident or committing suicide. If Liddy owned the place alone, he might appear to be ripe fruit for the picking by some litigious family ... heck, if they could blame Marilyn Manson for Columbine they can blame anyone for anything, and Americans love to sue ... so having a corporation makes it impossible for that to happen.

Jn

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Anthriel
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Posted: Tue 07 Jun , 2005 5:39 am
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Quote:
if they could blame Marilyn Manson for Columbine
I first read this as "blame Marilyn Monroe for Columbine". Now that would be a stretch! :LMAO:


Jn, thank you for all that detail. I guess, to me, it would be more clear if we were to say:


• will have a director (herein referred to as Mayor) who would function as CEO, secretary, and Chief Financial Officer, who will be elected by the voting members

instead of:

• will have a Board of Directors (which implies to me more than one person) consisting of a single director (which then makes no sense) who will be the current Mayor, who will be elected by the voting members

• will have CEO, secretary, and Chief Financial Officer, (which REALLY sounds like more than one person) all of whom will also be the Mayor, (which sounds like a bad case of multiple personality disorder) ;) .


I do understand something of the structure of corporations, but I appreciate your detailed explanations. ;)

My concern was simply that the wording seemed odd. (And then I made a joke about it... I need to corral my tendency to address problems with humor! :roll:)

To many of you, this probably seems very common phrasing, and quite straightforward. While it didn't actually take me very long to puzzle out what was being said, it seemed like it could be said more directly.

The second part of your post addressed why we need to be a corporation, which I not only already understood, but very much agree with. Liddy does not need to carry such a huge responsibility personally. I am glad that we have decided to go in this direction.




I haven't thoroughly perused all of the threads in Business and Jury Room yet, to catch up on the discussions, so please ignore me if this is the improper venue or time to suggest alternative wordings.

Thank you again, Jn.

:D


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Jnyusa
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Posted: Tue 07 Jun , 2005 6:09 am
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You're welcome Anth. I hope I didn't sound like I was talking down to you ... with all our Europeans, whose corps. are set up a bit differently, I thought it better to explain from A instead of starting at G or H.

Voronwe may be willing to change the phrasing if it is confusing to other people as well. What you wrote is equally accurate. I'm pretty sure V. went down the form and said what we would be putting on each line ... which is crystal clear to those of us who have seen those forms before, but might be harder to follow for those who have not.

Jn

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Voronwë_the_Faithful
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Posted: Tue 07 Jun , 2005 6:45 am
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Jn, what my dear friend Anthy suggested really would not be accurate. The law requires that there be a board of directors. The law allows that board of directors to consist of as few as one person. If we just say "we will have a director" without mentioning a board of directors it becomes nonsensical from a legal point of view. Similarly, the law requires that we have certain officers: a CEO, a secretary and a CFO. The law allows the same person who is a sole director to also act in these capacities as well. However, officers play a different role then directors, so we can't just say that the "director" will function as the CEO, secretary, and Chief Financial Officer because that blurs the distinction between the two roles. But we can say that the Mayor will function as the sole director and also say that Mayor will function in each of the officer roles.

I could, I am sure, clean up the language to make it clearer if enough people are confused by it. But I am reluctant to do that unless there is a clear need for it, because I think editing text already approved by the committee would open us up to a possibly very steep slope.

One thing that I want to try to explain is that what I am proposing here is to some extent fitting a square peg in a round hole. If we decide to set up a non-profit corporation to help avoid having one person be the fall guy if there ever was something bad that happened, then we would need to follow the letter of the law. But we would not really have need for a real board of directors or a real CEO or a real CFO. The Mayor's job as we have defined is really more analogous to a corporate secretary's job because it is very record-keeping intensive. The way I have devised this, the power that would normally be wielded by the board of directors is ceded back to the membership itself. That is, to my mind, the really critical part of this.


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Anthriel
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Posted: Tue 07 Jun , 2005 6:53 am
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If we just say "we will have a director" without mentioning a board of directors it becomes nonsensical from a legal point of view.
See? These are the things I didn't know.

I will (quite gratefully ;) ) leave legal stuff to legal people, and bow out of this discussion.

:)


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TheEllipticalDisillusion
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Posted: Tue 07 Jun , 2005 5:58 pm
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I thought it was pretty clear since mayor was singular. If it's really confusing maybe you can add something to one of the bullets before the different jobs about the mayor being just one person at a time.

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Wilma
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Posted: Tue 07 Jun , 2005 6:12 pm
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Uh, I was confused too, but now I understand. For all the legal stuff it will have to be explained to me very carefully. I just do not understand it most of the time. But I do understand it is necessary to protect the members of the board by having it done correctly (in the legal sense).

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Anthriel
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Posted: Tue 07 Jun , 2005 6:17 pm
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Yeesh. :roll:

Once and for all, I understood it. Clearly. I get that singular mayor is one. I got that there would be four hats on one head. I just thought it could be more clearly stated. There were certainly other instances in these processes in which streamlined wording was proposed; this, to me, was another instance where someone could speak up if the wording looked awkward.

Now I understand the legal basis for wording it the way that it is currently worded.


It looks great. Thanks for the time everyone's put in to answer my (one, small) question!



:D


Edit: Thank you, Wilma. :)


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Lidless
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Posted: Thu 09 Jun , 2005 2:13 pm
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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.

The terms do not have to be acceptable to me. I'm merely baby-sitting it on behalf of the members anyway.

And yes, Anth, in RL I'm a company director of two of our subsidiaries - one in Philadelphia, and one, would you believe, in Dubai.

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Anthriel
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Posted: Thu 09 Jun , 2005 2:59 pm
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And yet you live in Florida.

Hmmmm.

Business is not as straightforward as science, it's just not!

:D


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Frelga
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Posted: Fri 10 Jun , 2005 3:59 am
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It took me a moment to figure out that the Mayor will serve all four roles. I am not offering any alternative wordings, :D I am just mentioning it to provide Anthy company in the "ain't straightforward" corner.

Voronwe, thank you very much for generously providing your time and expertise to settle this issue. :bow:

A donation fund is a great idea, IMO.

I'm curious about the Board/Member meetings. Would those be online meetings of the entire b77 community? If so, do we have to provide transcripts to anybody official?
* imagines some county clerk reading through 22 pages, which include Tolkien allusions, etymological discussions of a curious sort, and a fierce argument about the sound that Evenstar made when it hit the floor *
:LMAO:

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Voronwë_the_Faithful
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Posted: Fri 10 Jun , 2005 5:03 am
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Frelga, this is something that I will have to confirm, but my understanding is that we just need to keep records of board meeting and that we don't actually need to file them with anyone.

And I completely agree that its not really very straightforward. Its not quite full-out legalese, but its definitely moving in that direction.


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Voronwë_the_Faithful
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Posted: Thu 16 Jun , 2005 7:23 pm
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Voting is open. :)

Voted. ;)


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IdylleSeethes
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Posted: Thu 16 Jun , 2005 7:25 pm
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Voted,

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Frelga
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Posted: Thu 16 Jun , 2005 7:34 pm
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Voted

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Posted: Thu 16 Jun , 2005 7:52 pm
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Voted

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