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Draft of the Collaborative Media Foundation Bylaws

By rusty in Meta
Wed Nov 27, 2002 at 03:25:47 PM EST
Tags: Kuro5hin.org (all tags)

As long promised, here is a draft of the CMF bylaws for your perusal and public comment. I apologize in advance for the crappy word-processor html.

This document will ultimately be the basic platform which describes how the organization elects Directors and conducts business. It can be amended if that becomes necessary, but it would be better to think of as many contingencies as we can now and plan accordingly, hence this public comment draft. I suppose I could ramble on, but I think the document speaks for itself, so have at it.


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Draft of the Collaborative Media Foundation Bylaws | 223 comments (207 topical, 16 editorial, 0 hidden)
Mr. Rusty (4.16 / 6) (#1)
by marcos on Wed Nov 27, 2002 at 12:54:02 PM EST

I don't think we really need this whole CMF thingy. Every heard of the 'simple things work' principle? Don't make complex what need not be complicated.

That's fine (4.75 / 4) (#3)
by rusty on Wed Nov 27, 2002 at 12:58:19 PM EST

You are free to not join. The "simple thing" that's running K5 is me, right now. I can't do it forever. After that, the simple solution will be that K5 goes away. I would rather try to find a workable way to avoid that.

Not the real rusty
[ Parent ]
and then some...... (5.00 / 1) (#34)
by thekubrix on Wed Nov 27, 2002 at 01:40:23 PM EST

I think by FAR the biggest problem with K5 is the horrific bandwidth/lag....this site is always the laggiest that I visit every single day for weeks on end,..........and I don't see how this "cfm" is going to solve it. Trollings are a very distant second when it comes to the problems we have here........

[ Parent ]
The lag (5.00 / 1) (#37)
by wiredog on Wed Nov 27, 2002 at 01:43:10 PM EST

It comes and goes. Actually, it seems worst from 8AM to 6PM EST.

More Math! Less Pr0n! K5 For K5ers!

[ Parent ]
I have no lag (none / 0) (#42)
by rusty on Wed Nov 27, 2002 at 01:50:40 PM EST

We had some yesterday, when google was crawling at peak traffic hour (5PM EST). But otherwise, it's been fast every time I've been on in recent weeks. Is anyone else having predicatble, repeated lag issues?

Not the real rusty
[ Parent ]
Yes (none / 0) (#47)
by DesiredUsername on Wed Nov 27, 2002 at 02:03:41 PM EST

Every afternoon. From about 1:00 to around 3:00 it gets worse and worse. I check only sporadically between 3:00 and 7:00 but it is almost uniformly terrible (i.e. click a link, walk away and come back and read it later). This isn't a Known Issue?

Play 囲碁
[ Parent ]
Well, it's that time now (5.00 / 1) (#55)
by rusty on Wed Nov 27, 2002 at 02:16:17 PM EST

And I've got no lag. The DB is calm and the scoop servers are ticking over fine. Do you perhaps have your "Replies" watcher selected? That is slow as hell, which is a known problem, and could cause that kind of lag. I only use it sporadically, and at off-peak times myself.

Not the real rusty
[ Parent ]
Nope (none / 0) (#67)
by DesiredUsername on Wed Nov 27, 2002 at 02:38:00 PM EST

I leave mine on Hotlist and only occasionally check Replies. Here, I have a second window open to submit a comment. I'll time it. ... Bah, that took 4 seconds. It seems to be intermittent but the avg degrades over the day.

Play 囲碁
[ Parent ]
Me neither (none / 0) (#73)
by wiredog on Wed Nov 27, 2002 at 02:58:57 PM EST

I don't even have anything hotlisted. In the peak times I can click on "Your Comments" and it takes a couple minutes to open. IE or Moz, doesn't matter.

Often I hit post (once), it sits and spins for a couple minutes, and then I get the 'formkeys, you have hit post twice' error message. But the comment does post.

Yesterday it took about 5 minutes for my diary to post, and the last entry in the poll disappeared.

More Math! Less Pr0n! K5 For K5ers!

[ Parent ]

Submitting stuff (5.00 / 1) (#75)
by rusty on Wed Nov 27, 2002 at 03:01:50 PM EST

Posting stuff is, IME, always slow. There are a lot of indexes to update, and it (I think) has to wait to get a write lock to update them. So you're generally stuck in line till everyone who wants to read gets done first. If that's what you're talking about I know what you mean.

But the indexes do make reading faster. It's a trade-off. I have no doubt someone out there could make it more efficient. Hopefully the CMf can find that person. :-)

Not the real rusty
[ Parent ]

Peak hours on your loop (none / 0) (#107)
by Kintanon on Wed Nov 27, 2002 at 05:09:51 PM EST

Some of that (though probably not all) may be related to the sudden surge in people getting online around as they get home from school and work progressively during the day. If you have cable in an apartment building or subdivision your service will almost CERTAINLY go to shit around those hours because all of the high school kids and their parents are jumping online to steal your bandwidth and whatnot...

If it's DSL or something it might be a similar situation where your upstream ISP has oversold their bandwidth and during peak hours they can't handle it.

Probably not the total cause of the slowdowns, but I know I don't see any slowdowns to K5 when I'm at home between 6 and midnight.


[ Parent ]

Data points (none / 0) (#115)
by DesiredUsername on Wed Nov 27, 2002 at 07:00:52 PM EST

First, I have Verizon DSL. Second, the slowdown happens starting around 1:00, that doesn't sound like people coming home from work or even high school kids. Third, no other sites are slow. In fact, to test this out I manually reloaded Slashdot 26 times while waiting for the Post Comment page here to come up.

I don't know what 6 to midnight translates to in my time, but I don't think the issue is over here.

Play 囲碁
[ Parent ]

Yeah (none / 0) (#140)
by Kintanon on Thu Nov 28, 2002 at 12:19:30 AM EST

Sure doesn't sound like it's an issue with people suddenly saturating your local bandwidth...
6 to midnight is Eastern time for me. GMT -5.
How odd.


[ Parent ]

Another data point (none / 0) (#181)
by wiredog on Thu Nov 28, 2002 at 11:15:07 AM EST

I'm reading quite a bit from work, and we're on high speed lines.

More Math! Less Pr0n! K5 For K5ers!

[ Parent ]
Quorum (4.66 / 3) (#5)
by ageing hippie on Wed Nov 27, 2002 at 01:01:07 PM EST

I'd be a little wary of defining a Quorum as you have, it could leave you open to a clique 'take-over'
Fool me once shame on you, Fool me twice shame on me
Not a clique (4.75 / 4) (#10)
by wiredog on Wed Nov 27, 2002 at 01:06:10 PM EST

A Cabal.

Remember, this is a technically oriented site, so it's important that we get our terms correct.

More Math! Less Pr0n! K5 For K5ers!

[ Parent ]

Lawyer's thoughts on that (5.00 / 2) (#12)
by rusty on Wed Nov 27, 2002 at 01:08:18 PM EST

I asked the lawyer about that on the first draft, and she said quorum could be changed, but that it would be a bad idea because it would make it much harder for anything to get done. I'm inclined to agree with her, mostly because of the rules governing the calling of directors meetings. Directors can attend by phone, so it seems fairly unlikely that a clique could seize power unless half the directors were seriously asleep at the wheel. And any such clique would have to include at least one elected director, since a majority must be present to constitute a quorum, and the board is five to four in favor of class M directors (elected).

Not the real rusty
[ Parent ]
seriously asleep at the wheel (2.00 / 1) (#15)
by wiredog on Wed Nov 27, 2002 at 01:13:08 PM EST

But, as dopehead pointed out, the director's terms are "designed to achieve a staggered effect, i.e. drunk. If the directors are designed to be drunk....

p.s. When did dopehead get all funny and insightful? Wrong account, perhaps?

More Math! Less Pr0n! K5 For K5ers!

[ Parent ]

Drunken Directors (none / 0) (#198)
by Majromax on Fri Nov 29, 2002 at 01:47:33 AM EST

If the directors are designed to be drunk....

Oh! Oh! Oh! I want to be a director! Pick memememe!

[ Parent ]

I don't get it (4.00 / 2) (#16)
by DesiredUsername on Wed Nov 27, 2002 at 01:15:49 PM EST

You have a membership meeting with one person present. He elects himself a Class M director. He then de-elects the Class D's and elects himself as a Class D. Then he appoints himself president. That can't happen?

Play 囲碁
[ Parent ]
A quorum (4.00 / 1) (#20)
by wiredog on Wed Nov 27, 2002 at 01:21:38 PM EST

is a majority, at least, of the members. In some organizations it's 2/3 or even 3/4 of the members.

More Math! Less Pr0n! K5 For K5ers!

[ Parent ]
Except a quorum is defined here as (4.00 / 1) (#26)
by DesiredUsername on Wed Nov 27, 2002 at 01:30:54 PM EST

"anybody who shows up". For the membership meetings, anyway. And since members can elect Class M and Class M can elect Class D....

Play 囲碁
[ Parent ]
that turns out to be standard language (none / 0) (#126)
by aphrael on Wed Nov 27, 2002 at 10:16:33 PM EST

that's actually pretty standard language for associations and clubs. i don't know if it's standard for non-profits.

I'm pretty disturbed in general by the membership meeting talk as the by-laws do not make it clear how non-physical attendance works, and implies quite forcefully that you have to be physically in attendance to vote.

I would prefer a re-working which specifies (a) voting rules and voting for directors by mail-in ballot (as well as director nominating procedure); (b) that 'attendance' of the membership meeting by something like teleconferencing (my preferred method: web feed with an irc chat where non-attending members can talk) shall be allowed, and that the membership meeting must be in a location which can support that; (c) a clear statement that issues for discussion in the meeting can be proposed by members and not just by directors.

[ Parent ]

Well (5.00 / 2) (#25)
by rusty on Wed Nov 27, 2002 at 01:27:48 PM EST

If all of the rules for meeting notification were followed, and not a single other member shows up at a meeting (either in person or by mailing in a ballot) then I suppose this could happen. If that was the case, and there was only one person interested in being involved, why would you say that that shouldn't happen? If one person votes in a presidential election, their vote will determine the winner. That's how voting works.

I don't think it's likely. Basically, if that happens, the organization is already screwed, and it will hardly matter.

Not the real rusty
[ Parent ]

Well, OK (4.00 / 1) (#36)
by DesiredUsername on Wed Nov 27, 2002 at 01:42:47 PM EST

You DID say to think of all contingencies. That puts me into Evil Overlord Simulation mode.

And, while I think it's unlikely, I don't think my scenario requires an apathetic membership. The notification for meetings can be via email and the members don't have to RSVP. An evil hacker could take advantage of this by, say, causing the notices to be sent to a black hole and then showing up for a meeting that only he knows is taking place.

Play 囲碁
[ Parent ]

Effectively secret meetings (none / 0) (#43)
by rusty on Wed Nov 27, 2002 at 01:52:01 PM EST

In such a case, I think anyone could challenge the legitimacy of such a meeting. And, ok, it's worth considering, but I think this problem is a dead-end. :-)

Not the real rusty
[ Parent ]
Muahahaah! (none / 0) (#110)
by Kwil on Wed Nov 27, 2002 at 05:52:11 PM EST

Too late! I already did it! Pre Ipso Facto!

What.. you mean nobody cares and so it doesn't mean a damn thing?


Remember that really this is just a formalization of what a group of people say they will go by.  If there is a dispute (One guy saying, "I'm the leader now! Ha ha!", and nobody else in the group agreeing), the one guy is basically screwed.

That Jesus Christ guy is getting some terrible lag... it took him 3 days to respawn! -NJ CoolBreeze

[ Parent ]
Think again (none / 0) (#116)
by DesiredUsername on Wed Nov 27, 2002 at 07:02:21 PM EST

My understanding is that the bylaws are legally binding. Sure, members don't have to "obey" me, if I took over. But I'd be totally in the clear if I wanted to empty out the bank account, sell off all the assets and besmirch the good name of the organization.

Play 囲碁
[ Parent ]
Well (none / 0) (#128)
by rusty on Wed Nov 27, 2002 at 10:59:04 PM EST

Except that instead of selling off the assets, you'd have to give them to another nonprofit or the government.

Not the real rusty
[ Parent ]
Yes (none / 0) (#220)
by vectro on Thu Dec 19, 2002 at 12:04:47 AM EST

But he could pay himself an outrageous salary as the new president.

“The problem with that definition is just that it's bullshit.” -- localroger
[ Parent ]
crappy word-processor html (3.00 / 2) (#7)
by wiredog on Wed Nov 27, 2002 at 01:02:11 PM EST

Other than being all bold it looks good to me. But maybe Moz 1.2 renders it better than Galeon.

Members of the Corporation shall be invited to meet annually at a time and place within or without the State of Maine as set by the Board of Directors.
place within or without the State of Maine... Might I recommend Jamaica? Or Hawaii? Or are we going to be stuck driving to some frozen northern isle in February?

Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary.
A suitable seal? Will he have the logo stenciled on his side?

More Math! Less Pr0n! K5 For K5ers!

Suitable seal (5.00 / 1) (#70)
by Happy Monkey on Wed Nov 27, 2002 at 02:51:29 PM EST

A suitable seal? Will he have the logo stenciled on his side?

No, it will be on the suit, of course. Not only is the seal suitable, it is also corporate.
Length 17, Width 3
[ Parent ]
*groan* (4.00 / 1) (#78)
by wiredog on Wed Nov 27, 2002 at 03:04:38 PM EST

Jumpin' Jesus on a Snowboard.

More Math! Less Pr0n! K5 For K5ers!

[ Parent ]
Another question (2.75 / 4) (#8)
by wiredog on Wed Nov 27, 2002 at 01:03:58 PM EST

The Board of Directors?

More Math! Less Pr0n! K5 For K5ers!

Jeesus fucking Budha (none / 0) (#163)
by Rogerborg on Thu Nov 28, 2002 at 06:40:11 AM EST

What scares me most is that I recognise that I used to be one of the spods in the foreground, and that one day I'll be the bearded wizard in the background.

Oh FUCK, I've already got the beard, and there's bits of white in it.  KILL ME NOW.

"Exterminate all rational thought." - W.S. Burroughs
[ Parent ]

The important bits of the draft: (2.95 / 21) (#9)
by dopehead on Wed Nov 27, 2002 at 01:05:21 PM EST

Section B. Duties. Every Director in exercising his or her powers [shall] exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.

Translation: Slashdot users are not invited.

Section C. Dues. Members shall be required to pay dues in such amounts as are from time to time established by the Board of Directors. Only those who have paid dues shall be entitled to membership benefits.

Translation: Rusty has figured out a new way to make money off K5.

The initial Class D Directors shall be composed of those Directors appointed by the Incorporator, and each such Director shall serve an initial term designed to achieve a staggered effect, as follows

Translation: The directors are to be drunks

Section D. President. The President shall be the principal executive officer of the Corporation.

Translation: Yes Mr. President and Command in Chief of the armed forces, sir Rusty!

Section A. Investments. The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a director is or may hereafter be permitted by law to make or any similar restriction

Translation: Rusty can invest all money you contribute in a new Porche Boxter (with quadruple exhausts), and ain't nuttin you can do bout that, so there.

Inurement Prohibition; Interest in Contracts. No Director, officer, committee member, or employee of, or any person connected with, the Corporation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation and reimbursement of expenses as shall be fixed by the Board of Directors for services rendered to or for the Corporation in effecting any of its purposes; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation.

Translation: Yeah sure, the directors do a lot of work, but that does not mean they have a right to take the presidents stuff away when there is a tiff, does it? Notice that the supreme commander is not part of the list.

Section B. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article X.

Translation: Rusty does not have medical insurance, and would like K5 to pay for it.

Finally, let me translate the whole thing for you:

K5 belongs to Rusty, and always shall. If you don't like it, leave it. If you don't want to spend money, don't give money. Fin.

Give a man a compilation tape and he'll dance for a night. Teach a man to scratch, and he'll be dancing for generations!

Officers (4.00 / 2) (#18)
by davidduncanscott on Wed Nov 27, 2002 at 01:19:15 PM EST

No Director, officer, committee member, or employee of, or any person connected with, the Corporation,
Translation: Yeah sure, the directors do a lot of work, but that does not mean they have a right to take the presidents stuff away when there is a tiff, does it? Notice that the supreme commander is not part of the list.
Isn't the President an officer of the corporation?

[ Parent ]
jesus... (4.00 / 1) (#30)
by trener on Wed Nov 27, 2002 at 01:34:53 PM EST

you put a lot of effort into something that turned out pretty unfunny, didn't you?

[ Parent ]
If it wasn't for the last line (2.00 / 2) (#32)
by wiredog on Wed Nov 27, 2002 at 01:37:49 PM EST

it'd be pretty funny. It wasn't as bad as the '1' Rusty gave it.

More Math! Less Pr0n! K5 For K5ers!

[ Parent ]
Meh (4.40 / 5) (#40)
by rusty on Wed Nov 27, 2002 at 01:48:38 PM EST

I could see the attempt at humor, but I thought it was ultimately dumb. Not to mention that it gets tiresome being criticized for working to give up my unwanted power over the site. Ha ha, monocle jokes and all, but the sad truth is that I'm not rich and I'm just trying to to good here. I appreciate the slack that the vast majority of you cut me, as much as I don't really appreciate jokes like the above.

Not the real rusty
[ Parent ]
Rusty, you know I love you (5.00 / 2) (#58)
by dopehead on Wed Nov 27, 2002 at 02:25:41 PM EST

Yeah sure, I've picked on you often, but then, I'm a bitter and grouchy young man, ain't I?

You know what you should do? Just post a big "Fuck you to all whining lusers who keep complaining as if their $7 bought them the right to control what I do" story. And then kick everyone who votes it down off K5. That'll show them.

Anyways, don't bother with me and my group of scoffers. There are always a number of playa-haters who is jealous cos a brotha made it. Don't you be mindin em, no way brotha. Just let them see da ice on your rists, and drive by them in your s-kalay, and let that jealousy cause them to have acidic stomachs, which will give them stomach ulcers, and will lead to those mfuckers dying a nasty death.

You just visit them in that penitentiary hospital, and as the stomach ulcers is killing em, you go "die n!gga, die! uh, uh, uh!". And they is gonna die, knowing that rusty made it, and they didn't, and that all them playa hating got them nuttin but 6 feet underground, know what I'm sayin?

Give a man a compilation tape and he'll dance for a night. Teach a man to scratch, and he'll be dancing for generations!
[ Parent ]

Preach it bro (none / 0) (#64)
by rusty on Wed Nov 27, 2002 at 02:34:09 PM EST

I knew my rating would get overruled. It was merely my tiny peep of protest. Fo' shizzle.

Not the real rusty
[ Parent ]
silly (none / 0) (#208)
by turmeric on Fri Nov 29, 2002 at 11:02:30 PM EST

silly silly silly

[ Parent ]
Charter (4.00 / 2) (#11)
by El Volio on Wed Nov 27, 2002 at 01:07:54 PM EST

Do bylaws normally include a charter (or statement of purpose, or whatever the proper name for it is), or does that go in a different document? Just curious.

OK (4.00 / 1) (#13)
by DesiredUsername on Wed Nov 27, 2002 at 01:10:00 PM EST

I guess a topical comment in this story ranks as an editorial comment for the bylaws, eh?

II.A says there's a "single class" of members but II.B mentions "categories" of members. Probably lawyer-talk, but I'd like to know what kind of members wouldn't have to pay dues, especially since II.C's definition of when and how much dues are is pretty vague. Then again, maybe specific numbers don't go in there, I've never by'd a law before.

III.E. I propose the first act of the CMF be to set up an educational foundation for the purpose of versing everyone in Robert's Rules of Order because I doubt more than 3 people on K5 know more than what they've seen on CNN. Presumably you mean the most recent edition, btw. Isn't that the default?

IV.G. What's the purpose of Honorary Directors if they have no special powers?

IV.M. Class M directors too, according to IV.E.

III.C and IV.I (which also seems to be repeated in IV.K) don't seem to agree, unless you are saying that there will be meetings where only Directors can vote and members won't even be told that those meetings are taking place. I don't like that.

II.D and IV.L have a similar problem. Could you maybe define the difference between a "membership meeting" and a regular meeting?

X. The members can't vote on amendments?

Play 囲碁

IV.G (none / 0) (#19)
by wiredog on Wed Nov 27, 2002 at 01:19:43 PM EST

Honorary Directors are there to provide the benefit of their extensive experience and (hopefully) wisdom to the Board. When the someone on the Board in the year 2025 says "Hey! Let's add a 'Wit and Wisdom of ESR' Section to K5" The Honorary Members, grizzled and gray by that time, can say "Ummm, we tried that in 2005 and got atacked by the String Cheese and Randy Goat Liberation Front. Let's not go there again."

Well, that's how it works in other organizations I've been in.

More Math! Less Pr0n! K5 For K5ers!

[ Parent ]

Sure, put it with the "American Culture" (1.00 / 1) (#49)
by czth on Wed Nov 27, 2002 at 02:08:38 PM EST

[ Parent ]
Some answers (none / 0) (#22)
by rusty on Wed Nov 27, 2002 at 01:21:55 PM EST

Section II A defines the "class" of members: There is one class, which has the right to vote for directors. In theory, different classes of members could have different rights. Like one class could have the right to vote for Class P Directors and another class could have the right to vote for Class N Directors. In this case, there's just one class of members -- everyone -- who can vote for Class M directors.

Section II B is language to reserve the right to waive or reduce the membership dues for "categories" of members. Specifically, this language is there so we can provide reduced-dues memberships for students, and for people for whom the normal dues are too expensive. Like if you're in Argentina right now, $20 for a year is probably totally out of the question. The language is there so that the board can define exemptions as needed to maintain the goal of membership being as open as possible. Ditto II.D and IV.L.

As for II C, the amount of dues is fixed "from time to time as needed" by the Board. You do't want specific numbers in the bylaws, because the value of $X changes over time.

IV.G: Honorary Directors can be ambassadors of goodwill for the organization. Basically, famous people who we want to speak for us, but who have no interest in running the thing. We may not have any, but it's worthwhile to allow for them since it can't harm, and could be useful.

IV.M: I don't understand your comment.

III.C and IV.I are talking about different meetings. III.C is about membership meetings, where members vote for things members vote for (i.e. elect directors, and anything lse that it's determined members should vote on). IV.I is talking about Board meetings, where the directors conduct business. What we're setting up here is a representative democracy, basically. Most of the business of the Foundation is run by the board, at board meetings where members do not attend or vote. This is standard practice, and trying to run a Board by direct democracy (i.e. members vote on every action) would be suicidal.

X: Not currently. Maybe that should be considered?

Not the real rusty
[ Parent ]

Ah and oops (5.00 / 1) (#31)
by DesiredUsername on Wed Nov 27, 2002 at 01:36:39 PM EST

I didn't mean IV.M. I meant IV.H. "An annual meeting of the Corporation shall be held each year for the purpose of electing Class D Directors..." But I think I understand the difference between membership meetings and "real" (heh) meetings now so my question is moot.

X: A strictly representative democracy would work that way, where all the business is conducted by the reps. But I think The People would be more confortable if they have some means of direct action in the case that the reps don't actually rep them anymore. Perhaps not amendments, that's a little too low-level. Maybe members should be able to call a membership meeting or something. The way it is set up now the Directors run things with only occasional input from the members. Since this is a collaborative media foundation, it seems like grassroots activity should be built-in.

Play 囲碁
[ Parent ]

Membership stuff is tricky (none / 0) (#38)
by rusty on Wed Nov 27, 2002 at 01:45:22 PM EST

In thweory, it would be nice if members could call meetings. But then you get into the possibility of membershp meetings being called often, for frivolous purposes. Even if you allow members to propose meetings, then the CMF has to send out ballots or something to see if a majority of members believe a meeting should be caled. It rapidly gets onerous, not to mention expensive.

The way it's written now, there is definitely at least one members meeting every year. The Directors can set the time and place, but cannot avoid calling one. Additionally, if you believ there should be a meeting, you can lobby a Director to call a special meeting. I feel like that's assurance enough of representation. And given the organization's focus and goals, I'm not too worried about a lot of secrecy happening.

About the amendments, I think you have a good point, actually. I don't see any reason off the top of my head that amendments shouldn't be ratified by the membership. I will ask the lawyer for advice on that.

Not the real rusty
[ Parent ]

No offense (none / 0) (#52)
by DesiredUsername on Wed Nov 27, 2002 at 02:11:10 PM EST

but "frivolous membership meetings" sounds a lot like "it doesn't scale", the reason CmdrTaco gives for not allowing users any power over content and the reason why K5 is, IMO, better than /.. Preventing individuals from wasting our time is important, but I don't think the solution is to deny rights to individuals.

How about this: Any member can call a meeting but a) they have to say who they are, b) they have to say what it's about and c) a majority of members has to participate (unlike a director-called/scheduled meeting where it doesn't matter how many show). That way people can decide if they want to come to Yet Another Turmeric Meeting. Or better yet, anybody can put a meeting proposal up for a vote of all members. Of course, by the time you have notification and a vote, the next annual meeting rolls around...

I guess it hinges on just how Robert's Rules works, which I don't know much about. Can Joe Schmoe bring up Pet Topic X at a meeting and call for a vote on it right then? If so, then annual meetings are probably fine. But if only directors can propose topics at meetings, or if you can propose at one meeting but have to wait a year to actually vote on it--that's no good.

Play 囲碁
[ Parent ]

Calling the meetings (none / 0) (#59)
by rusty on Wed Nov 27, 2002 at 02:25:51 PM EST

I'd be fine with that, except for the problem of how meetings are called. According to the bylaws, members must be notified by mail. My questions are:
  1. Do you want to get mail every time turmeric wants to call a meeting (no offense, turmeric, just going with the example here :-))
  2. Do you want your dues to pay for a mailing to all members every time someone wants to call a meeting?
We could alternately allow for using email as meeting notification, perhaps only in the special case of user-called meetings. But then you're conceivably going to get email every time someone's got a problem.

I don't want this to be an "it doesn't scale" argument, but in some sense, it doesn't scale. I mean, some things don't, whoever has used it as an excuse in the past. If we can come up with good answers to the questions above, maybe it can be worked in.

Not the real rusty
[ Parent ]

It doesn't scale (none / 0) (#66)
by DesiredUsername on Wed Nov 27, 2002 at 02:37:19 PM EST

First, there are those who would say that letting everybody submit stories to the queue "doesn't scale" but in fact we have very little problem there. I can't explain why, but we don't. Of course, the cost would be low if someone did start causing a "major" problem--we'd just grumble for a while. Whereas if we got a lot of frivolous meeting requests that could add up to actual money wasted, what with mailings and commuting and so on.

OTOH, I don't think "it might be abused" is a good reason to keep individuals from creating referendii. Perhaps the existing Real Life referendum mechanisms could be looked to on this? Pay a fee and you can call a meeting or submit something to be voted immediately?

Again, this might be moot if the annual meeting can see the proposal AND voting on of an issue raised. Or maybe I have the wrong model in mind. I was thinking of the CMF as kind of a free-wheeling media club, but you might be thinking of members as company stockholders--technically owners but essentially irrelevant in the day-to-day running of things.

Play 囲碁
[ Parent ]

The last bit (none / 0) (#72)
by rusty on Wed Nov 27, 2002 at 02:58:18 PM EST

That kind of is how I saw the CMF operating. I.e. members elect directors, who are the ones to implement policy and do the grunt work. I guess the question is the proper balance between direct democracy and representative democracy. I welcome anyone else's opinions on this. It's definitely something we should work out beforehand.

Not the real rusty
[ Parent ]
My confusion (none / 0) (#76)
by DesiredUsername on Wed Nov 27, 2002 at 03:02:06 PM EST

I think I've been subconsciously misparsing the org name. It's ((Collaborative Media) (Foundation)) not ((Collaborative) (Media Foundation)).

Carry on then.

Play 囲碁
[ Parent ]

I like the balance (none / 0) (#86)
by gauntlet on Wed Nov 27, 2002 at 03:29:59 PM EST

With membership the way it is, I think it makes more sense to give the majority of the power to the directors. That said, and as I've suggested elsewhere, I think there ought to be a mechanism by which a certain percentage of the membership could force the board to consider a particular amendment or set of amendments to the constitution. Set the limit high. If the limit isn't reached, the directors may still do it on their own.

Into Canadian Politics?
[ Parent ]

his real-world example (5.00 / 1) (#125)
by aphrael on Wed Nov 27, 2002 at 10:10:14 PM EST

his how-do-real-world referendi work suggestion is a good one. allowing a meeting to be called by a petition signed by [x] percentage of the membership, where x is a sizable enough number that it's obvious that it's a real issue, and a small enough number to not be prohibitive, would work, and it would suit both the aim of keeping the bar high enough to prevent the turmeric-meetings, while allowing real member control over an errant board.

[ Parent ]
A solution for calling the meetings (none / 0) (#139)
by QuickFox on Thu Nov 28, 2002 at 12:15:17 AM EST

  1. Do you want to get mail every time turmeric wants to call a meeting (no offense, turmeric, just going with the example here :-))

  2. 2. Do you want your dues to pay for a mailing to all members every time someone wants to call a meeting?
I'd say if members want to call a meeting, it's up to these members to organise their own campaign to get people to come to their meeting, and also to arrange the meeting itself (arranging large meetings can be expensive).

They can make their campaign on K5, on the website of the CMF, on other sites, whatever they feel is useful.

I think the bylaws should say that if a meeting is arranged in this way, and if at that meeting more that 50% of the total membership of CMF (not just 50% of those attending the meeting) vote to remove or replace a Director of the Board, then that Director has been officially removed or replaced. And similarly with votes on other issues.

If during the campaign for such a meeting it seems likely that more than 30% of the members of the CMF will attend the meeting, then the CMF must inform all its members about the campaign and the meeting, through the routes used for calling to ordinary meetings. Note that informing everyone is in the sitting Board's interest anyway, to prevent a coup through faction propaganda.

During and after the meeting, if more than 10% of the members of the CMF attend the meeting, then the CMF must arrange prominently visible space on its website where the meeting can publish extensive information about the meeting, any declarations that it makes, etc. Officials from the CMF should comment on the meeting's procedures, whether they seem duly democratic or not.

This way members have to make a big and serious effort to arrange such meetings, so it can't happen on a whim, but it's possible, just in case the members should ever feel that it's necessary.

Considering the goals and activities of the CMF I'm sure the details I'm proposing are unnecessary, but even so I think it's better to have such rules, explicit and clearly stated.

Give a man a fish and he eats for one day. Teach him how to fish, and though he'll eat for a lifetime, he'll call you a miser for not giving him your fi
[ Parent ]

interesting (none / 0) (#141)
by aphrael on Thu Nov 28, 2002 at 12:24:07 AM EST

that's an interesting idea, but totally incompatable with the 'any membership constitutes a quorom', and in practice totally at odds with any desire to prevent the degeneration of the CMF membership into competing cliques. A meeting which can theoretically make binding decisions for the organization should not be held without all of the members being notified, or without a serious attempt to notify them (some will always be unreachable, given a large enough sample size).

[ Parent ]
That kind of thing... (none / 0) (#142)
by rusty on Thu Nov 28, 2002 at 12:34:48 AM EST

...makes me really feel like representative democracy is better for the purposes of this organization. I already arranged it so the elected Board members have a majority. I think people are thinking of this as something you might want to do more than once a year, which just isn't going to happen. We're not talking about running a website here, we're talking about running a corporation. I like the fact that there's inertia in the system, and I'm more comfortable at the very least starting off with something that's familiar to the legal system and not particularly complicated to organize or operate.

I guess what it comes down to is I don't feel that direct democracy is a sane way to try to organize this. In a couple cases, as discussed, I think there should be more direct-democracy exemptions (like bylaw amendments, for example). But as an operating principle, I don't like it much.

The other thing to keep in mind is that this is version 1.0. I feel like simplicity and workability are more important than experimentation at this point. Experimentation can come later, when it makes enough sense and can have the kind of ordered debate it needs to overcome the inertia built into the initial organization. I feel like we owe it to the future of this thing to make it work now, and the best way to do that is to stick wherever possible and reasonable to known-good ways of doing things. Does that make sense?

Not the real rusty
[ Parent ]

totally. (none / 0) (#143)
by aphrael on Thu Nov 28, 2002 at 12:58:13 AM EST

My only *major* objection has been to the fact that the by-laws don't address voting sufficiently and seem to imply that you have to be at the meeting to vote. Otherwise, I think you're spot on about trying to adhere to something which is known to work, and allow experimentation to come later, except in those areas where we know off the bat that the well-trodden solutions do not apply.

I was originally skeptical of the membership fee as a bar to ensure that people are serious, but the more I think about it, the more I agree that that's the right way to go. However, i'd also prefer that the means be there for more democratic control --- we don't necessarily need to use them but it would be comforting to have some of that infrastructure waiting in the woodwork.

I think there's a delicate balance here that has to be struck between being representative enough to make people want to be members and being so representative that the whim of the crowd prevents the board from getting any work done --- and that's the core problem in any representative democracy.

[ Parent ]

Aye (none / 0) (#147)
by rusty on Thu Nov 28, 2002 at 02:53:05 AM EST

We're on the same page. The voting, it should be clear, may be done by mail. And probably it will end being all done by mail, actually. There is a really good suggestion elsewhere here for how to handle that.

Not the real rusty
[ Parent ]
The inertia is extremely heavy (none / 0) (#152)
by QuickFox on Thu Nov 28, 2002 at 03:31:12 AM EST

It would be extremely unlikely that any member-called meeting as described in my post would ever take place, unless there are some extremely strong feelings about some issue. If the CMF has a total of 1000 members, a dissatisfied member who wants a change (and can't wait for the ordinary meeting) would need to convince at least 501 members to travel to one place and agree on the issue and vote the way he wants. I'm guessing that the CMF will have several hundred members in many countries, and in that case campaigning and convincing so many people that you can get a majority of the entire membership to spend the time, and pay the travel costs, and vote the same way, this is huge work. I'm sure it's quite impossible, unless there are some really strong and widespread feelings about some very important issue. So the inertia is very heavy.

You do have a very strong point when you prefer well-known solutions that have been proved to work. But I think my proposal has all the conventional ingredients. All members get notified through normal routes. A majority of all the members must agree and vote the same way. The only difference is who takes the initiative and arranges the practical details of the meeting. These practical details are arranged to make member-called meetings quite difficult, but still possible if the members really want one strongly enough. It's also fair, those who want it pay the costs.

I strongly agree that representative democracy is far better (and that's why inertia is so important). In my view the so-called direct democracy is not just inefficient but also undemocratic, because people like me who are very busy don't have time for all the details, and therefore we get almost no influence. I get far more influence if I can elect representatives whom I trust.

Give a man a fish and he eats for one day. Teach him how to fish, and though he'll eat for a lifetime, he'll call you a miser for not giving him your fi
[ Parent ]

Some clarifications (none / 0) (#154)
by QuickFox on Thu Nov 28, 2002 at 03:36:13 AM EST

totally incompatable with the 'any membership constitutes a quorom'

The proposal applies only to member-called meetings, not to ordinary meetings. The two types are very different. Member-called meetings should be far more difficult to arrange, so that they can't happen on a whim.

and in practice totally at odds with any desire to prevent the degeneration of the CMF membership into competing cliques

Since you'd need a majority of the entire membership it can't be a small clique. If the CMF has a total of 1000 members you'd need at least 501 members to agree and convene and vote the same way. Not a clique but a majority.

A meeting which can theoretically make binding decisions for the organization should not be held without all of the members being notified, or without a serious attempt to notify them

But of course. That's why my proposal guarantees that all members will be notified through the normal route, if you get anywhere near the number required for such changes.

Give a man a fish and he eats for one day. Teach him how to fish, and though he'll eat for a lifetime, he'll call you a miser for not giving him your fi
[ Parent ]

the problem is (5.00 / 1) (#124)
by aphrael on Wed Nov 27, 2002 at 10:08:10 PM EST

the problem with randomly called meetings is that, if meeting announcements are required to be sent out to the entire membership, and the entire membership chooses to recieve snail mail rather than electronic mail, you spend thousands of dollars per announcement.

Which is problematic.

However, this brings up a side issue: what happens if for some reason the CMF is broke and can't afford to send out announcements of a meeting designed to figure out how the hell to fix the problem? Should the board have the power to, say, unanimously suspend the notification requirement, with the provision that any meeting with such a suspended notification have a significantly higher-than-normal quorom requirement?

[ Parent ]

Frivolous meetings (5.00 / 1) (#138)
by marx on Thu Nov 28, 2002 at 12:09:20 AM EST

In thweory, it would be nice if members could call meetings. But then you get into the possibility of membershp meetings being called often, for frivolous purposes.
This problem is solved in most democracies by requiring a certain number of signatures (a few percent of the voting body) to call a referendum (which are a kind of analog to membership meetings I guess).

I also miss more grass-roots elements of the decision process (a la K5), but they would probably require voting over the net, and I guess that has been purposefully left out of this initial stage.

Join me in the War on Torture: help eradicate torture from the world by holding torturers accountable.
[ Parent ]

modifying the rules (none / 0) (#123)
by aphrael on Wed Nov 27, 2002 at 10:05:08 PM EST

right now you've got a situation where the elected-and-appointed board can modify the bylaws but the membership at large cannot. it seems to me that there are significant ... power concerns ... relating to that; the board could hijack the foundation. now, granted, if the members elect a board that will do that, it's their own fault ... but it's still something that the system should have tolerance for.

i would recommend both allowing the directors, by supermajority and not by simple majority, to change the bylaws; and allowing the membership as a whole to change the bylaws, again by supermajority.

The supermajority provision is pretty much standard for amendments, by the way --- the bylaws are a fundamental document and *should* be difficult to change.

[ Parent ]

Robert's Rules of Order (none / 0) (#46)
by czth on Wed Nov 27, 2002 at 02:03:02 PM EST

III.E. I propose the first act of the CMF be to set up an educational foundation for the purpose of versing everyone in Robert's Rules of Order because I doubt more than 3 people on K5 know more than what they've seen on CNN. Presumably you mean the most recent edition, btw. Isn't that the default?

When I was staff at Imprint (the University of Waterloo's student-run newspaper), we (albeit probably fairly loosely) used Robert's Rules of Order at our weekly staff meetings, as did the board when they met.


[ Parent ]

Imprint (3.00 / 2) (#82)
by fhotg on Wed Nov 27, 2002 at 03:14:10 PM EST

Is the most political-correct, administration-bowels exploring, proactively authority obeying and self-censoring student newspaper in existence.

I hope this doesn't say anything about R.'s Rules.
Gitarren für die Mädchen -- Champagner für die Jungs

[ Parent ]

and its editors (5.00 / 1) (#186)
by fhotg on Thu Nov 28, 2002 at 01:28:13 PM EST

will rate "1" critical comments on K5 instead of replying, guess what they are doing with UW - critical letters to the editor.
Gitarren für die Mädchen -- Champagner für die Jungs

[ Parent ]
do you mean (none / 0) (#215)
by gbroiles on Sun Dec 01, 2002 at 09:33:31 PM EST

like you did here?

[ Parent ]
exactly (2.00 / 1) (#216)
by fhotg on Sun Dec 01, 2002 at 10:26:05 PM EST

while this comment shows imho a hardly excusable ignorance on your side as explained by QuickFox and is marked as topical while being editorial in nature it contains enough gramatically correct sentences loosely related to the topic to deserve a "2". Corrected.
Gitarren für die Mädchen -- Champagner für die Jungs

[ Parent ]
Interesting (4.66 / 3) (#21)
by kjb on Wed Nov 27, 2002 at 01:21:49 PM EST

I'm not any sort of lawyer, so I can't comment on any of the legal-type aspects of the draft, but I do have a (potentially dumb) question about this.

What's the difference between a K5 'subscription' and membership in the CMF?

Now watch this drive.

Difference (none / 0) (#23)
by rusty on Wed Nov 27, 2002 at 01:24:30 PM EST

A K5 subscription is a purchase of features on K5. A CMF membership is paying dues to the CMF for the right to be a member and vote. The two may end up being linked in some way ("CMF membership included with one year K5 subscription" or something) but that would be up to the board and the K5 commitee to decide. They are not necessarily linked in any way.

Not the real rusty
[ Parent ]
Also (none / 0) (#24)
by wiredog on Wed Nov 27, 2002 at 01:26:44 PM EST

I suspect that CMF membership would be tax deductible, and k5 subscription would not. That's how it works with National Geographic and Smithsonian magazines. Because I get something of value (the magazine) the membership (being a Smithsonian Associate or NatGeo member) is not fully tax deductible.

More Math! Less Pr0n! K5 For K5ers!

[ Parent ]
Maybe not (none / 0) (#28)
by rusty on Wed Nov 27, 2002 at 01:33:00 PM EST

The CMF dues should be tax-deductable. As part of the CMF, K5 will also be a nonprofit. Generally when you buy stuff from a nonprofit you can deduct the amount you pay above the cost of the item. That is, if you bought a t-shirt that cost us $4.00 and you pay $15.00 for it, you can deduct $11.00. It could be argued pretty convincingly that the cost of a K5 subscription is $0.00, so it ought to be fully deductable as well. We would need to get legal advice on this -- I'm just speculating based on what I know.

Not the real rusty
[ Parent ]
Hmmm (5.00 / 1) (#35)
by wiredog on Wed Nov 27, 2002 at 01:41:51 PM EST

The IRS probably has an impossible-to-parse-without-PHD-in-accounting table for figuring the 'actual cash value' of a membership to a free website. Probably related to the cost of the ads we may or may not be seeing.

More Math! Less Pr0n! K5 For K5ers!

[ Parent ]
thanks (none / 0) (#33)
by kjb on Wed Nov 27, 2002 at 01:38:41 PM EST

for the explanation.

Now watch this drive.
[ Parent ]

Who the hell is this Robert guy? (4.33 / 3) (#39)
by Pac on Wed Nov 27, 2002 at 01:47:09 PM EST

Section E. Rules. Membership meetings shall be conducted in accordance with Robert's Rules of Order or such other rules as the membership shall adopt, but no rule change will be effective until the next subsequent meeting after passage of the change.

Who is Robert and why the meetings must follow his rules nd not Peter's or Yamal's or Antonio's?

PS: I realise this must be some sort of local (as in American or English) name for some traditional way of conducting meetings. I just don't know what it means.

Evolution doesn't take prisoners

Google is your friend. (1.50 / 6) (#41)
by rusty on Wed Nov 27, 2002 at 01:49:08 PM EST

Not the real rusty
[ Parent ]
That would have lost you my vote... (3.33 / 6) (#51)
by Pac on Wed Nov 27, 2002 at 02:10:31 PM EST

Had I not voted your article to the Front Page, such a blank answer to a reader question would have made me abstain. As a matter of fact, any regular author around here would probably face a barrage of criticism for answering a legitimate question (it isn't spam, is it? Too ironic to deserve an answer?) with such a polite "fuck off, you lazy ignorant".

And more important, it is your article, your draft and your plan for a foundation I am interested in being a member of. If you are not willing to answer "stupid" questions, just say so and we ignorant foreigners may refrain from asking...

Evolution doesn't take prisoners

[ Parent ]
Get over it (2.66 / 3) (#61)
by TurboThy on Wed Nov 27, 2002 at 02:28:40 PM EST

You were lazy. You were discovered. Now you must pay the price. Be responsible. YHBT. YHL. HAND.
'Someone will sig this comment. They will. I know it.' [Egil Skallagrimson]
[ Parent ]
I am pretty much over it, thank you (none / 0) (#71)
by Pac on Wed Nov 27, 2002 at 02:52:03 PM EST

As I said elsewhere, I already voted for this article and I am even considering being a member of the foundation.

I dispute the "lazy" accusation: were the author someone else, it would be considered natural for him to answer questions about the linked text (something he eventually did, after reinforcing again that one should not waste his precious time with questions he consider meaningless or irrelevant). And since I did not know at time what the Robert rules were, I could or could not have found the relevant Goggle links the author already had. As a matter of fact, not knowing what they were would make it very hard for me to decide a question about them was "irrelevant to the discussion".

Evolution doesn't take prisoners

[ Parent ]
Argh...I can't resist... (none / 0) (#98)
by TurboThy on Wed Nov 27, 2002 at 04:35:01 PM EST

...Goggle links...
Does this in any way have anything to do with monocles?
'Someone will sig this comment. They will. I know it.' [Egil Skallagrimson]
[ Parent ]
Did you look for it? (3.50 / 4) (#62)
by rusty on Wed Nov 27, 2002 at 02:31:08 PM EST

I was only trying to help, without, perhaps, having to write an essay on Robert's Rules of Order. If you're blocked from Google or something, you can find a lot of information here. What you asked was unrelated to the CMF bylaws, and a basic factual question which you could much more easily and more completely have answered for yourself. I wasn't trying to say "fuck off, you lazy ignorant..." Merely to point you to a good way to find the answer to your question.

Not the real rusty
[ Parent ]
God you're an asshole. (3.09 / 11) (#53)
by Arkayne on Wed Nov 27, 2002 at 02:13:38 PM EST

The guy asks a legitimate, intelligent question and you act like a prick in response. So much for leading by example. How about we all take your suggestion a little further and use Google for EVERYTHING, instead of coming here to question/discuss/debate? Get off the high horse and get a grip - a firm one, if possible.

[ Parent ]
If we are getting this picky... (none / 0) (#80)
by belldandi on Wed Nov 27, 2002 at 03:12:33 PM EST

I don't know if this holds for legalese, but because Robert's Rules of Order is the title of a book, is it not customary to underline or italicize the title of a book when it is referenced?


Every time I hear an OO purist talk, I want to pick up my bat object, come to their house object, and start bashing their skull object. -- hardburn[ Parent ]
Robert's Rules (none / 0) (#83)
by rusty on Wed Nov 27, 2002 at 03:15:52 PM EST

Actually, it appears that Robert's Rules come in several different versions. I could hazard a guess that the bylaws are referring to the rules as a protocol, not as a specific work. I doubt it matters though.

Not the real rusty
[ Parent ]
You should say which copy of the book its from. (none / 0) (#191)
by dram on Thu Nov 28, 2002 at 03:59:13 PM EST

I would suggest you state clearly that you intend to follow Robert's Rules of Order Newly Revised, 9th Edition. It, to the best of my knowledge, is the most current edition. Otherwise there might be discrepancies between the different editions that people could exploit or at least argue over.


[ Parent ]
Google is thine enemy (4.00 / 1) (#56)
by squigly on Wed Nov 27, 2002 at 02:23:52 PM EST

But I guess he's talking about this:

Which would appear to be printed here:

[ Parent ]

Thou hast written thy charter (4.00 / 7) (#45)
by The Mouth of Sauron on Wed Nov 27, 2002 at 01:54:50 PM EST

And spread it to the four corners of Kuro5hin. I have a question for thee, however.

I can provide an address for membership in thy association, but I would not be able to give thee my legal name, for no legend records it, and I myself have forgotten it. Would "The Mouth of Sauron" be acceptable, or would "Lieutenant of the Barad-dûr" be better? I await thy advice.
I am the Mouth of Sauron.

Unfortunately (4.50 / 2) (#50)
by rusty on Wed Nov 27, 2002 at 02:09:03 PM EST

I believe legally we'd need a name. You may, perhaps, appoint one of your trusted lieutenants, possibly one of the Nazgul, to vote for you. I would be glad to make a note in hs membership "Speaks for Lord Sauron."

Not the real rusty
[ Parent ]
Keep holding out... (4.25 / 4) (#60)
by dissonant on Wed Nov 27, 2002 at 02:27:20 PM EST

...until he promises to give you a ring. (-8

[ Parent ]
Yes, but "legal name" (none / 0) (#160)
by Rogerborg on Thu Nov 28, 2002 at 06:16:45 AM EST

Must we bow to the lawyers so?  And how on earth would you verify that my legal name isn't "Rogerborg"?  OT, there's a guy in the UK that changed his name to "Barclay's Bank Are A Bunch Of Thieving Bastards" and had them issue him cards and a chequebook with that name on it.

I believe that "legal" name is just lawyerly mumbo jumbo in this instance, and (having just been strongarmed into signing a new contract of employment written in Lawyerese) I abhor all such things.  It does nothing for CMF... except make it clear that it's no different to any other lawyer-licking wannabe megacorp.

"Exterminate all rational thought." - W.S. Burroughs
[ Parent ]

Names (none / 0) (#183)
by rusty on Thu Nov 28, 2002 at 11:51:10 AM EST

Part of the requirement for being a nonprofit (the kind we definitely want to be, anyway) is having broad-based member support. To prove that, we need names of people who support us with money. I don't particularly care what your name is. But Uncle Sam is not going to accept "Rogerborg" as a legit donor. It isn't something I can work around, here.

Not the real rusty
[ Parent ]
Could just ask (4.00 / 1) (#81)
by LJ on Wed Nov 27, 2002 at 03:14:10 PM EST

Eru Iluvatar (pardon the lack of accent). He sees all, knows all. Not even Morgoth could stand up to him, and Sauron is small potatoes compared to Morgoth. Just goes to show that the Mouth of Sauron is a very minor character, so while it is possible that Eru may have forgotten about him, it's highly doubtful.

"A feature is a bug the programmers don't want to fix"
[ Parent ]

Seeding the Board (4.00 / 1) (#68)
by adiffer on Wed Nov 27, 2002 at 02:38:42 PM EST

I'm inclined to think the Class D directors are a good idea for awhile.  However, I suggest you have a plan in the back of your head for phasing them out starting in year five or six.  

If your Foundation does well, you won't need the early protection they offer by then.  
If your Foundation does well, they are the underlying vulnerability that could be used by power hungry people.
If you phase out the Class D directors, you make a visible statement of trust in the newer generation.  This statement is required in order to ensure the survival of any non-profit past the seed stage set up by the Founders.

I'm not suggesting changes to the Bylaws.  I am suggesting you keep this plan in the back of your head and deploy it when the time is right.

-Dream Big.
--Grow Up.

Proxies? (3.00 / 1) (#77)
by _Quinn on Wed Nov 27, 2002 at 03:02:09 PM EST

Did I miss how people who can't attend a meeting might be able to vote?

- _Quinn
Reality Maintenance Group, Silver City Construction Co., Ltd.

III.D (none / 0) (#79)
by rusty on Wed Nov 27, 2002 at 03:06:06 PM EST

III.D says that "any number of members present, in person or by proxy..." I'm not sure if the bylaws need to spell out what constitutes a proxy, or if that's part of Robert's Rules. The simplest proxy will probably just be a mailed ballot. I'll find out if we need to specify that.

Not the real rusty
[ Parent ]
I would strongly recommend specifying it. (5.00 / 1) (#122)
by aphrael on Wed Nov 27, 2002 at 10:02:28 PM EST

The document as currently written says that the membership meeting can adopt different rules which go into effect after the subsequent meeting. Which means that if we discover after incorporation that robert's rules of order aren't appopriate for a given usage, they can be changed *only* by a membership meeting, and we have to live with the rules in the meantime. That could be problematic; I would think that any area where we know we're going to deviate from robert's rules should be spelled out in advance.

[ Parent ]
Not in Robert's Rules (none / 0) (#175)
by gauntlet on Thu Nov 28, 2002 at 09:57:18 AM EST

I can say with absolute certainty that Robert's Rules will not tell you how proxies work. According to Robert's Rules of Order, proxies violate a fundamental principle of parliamentary procedure, that everyone be in the same room at the same time. So, they pretend they don't exist.

However, the bylaws already say that the group can adopt its own rules, which would imply that it can adopt rules to implement proxies.

Into Canadian Politics?
[ Parent ]

the problem with that (none / 0) (#180)
by aphrael on Thu Nov 28, 2002 at 10:46:50 AM EST

is that it says that the rules don't go into effect until the next meeting, so it has to have at least one meeting without proxies.

[ Parent ]
I don't think so. (none / 0) (#190)
by dram on Thu Nov 28, 2002 at 03:15:16 PM EST

Since the bylaws say something about proxies I think it is safe to use them at the first meeting. In this case I do not think rules will ever need to be specifically passed, whatever happens at the first meeting will set the precedent and every meeting after that the method of proxy voting will be expected to be the same. At least that's the way I see it.


[ Parent ]
Precedent doesn't count for anything (none / 0) (#193)
by gauntlet on Thu Nov 28, 2002 at 05:49:03 PM EST

That is to say, where precedent and written rules disagree, written rules win as soon as an objection is raised. If there is anything in Robert's Rules that could be used to prevent proxies from being used, as soon as someone objects on that grounds the proxies are out the window.

Into Canadian Politics?
[ Parent ]

True, but. (none / 0) (#195)
by dram on Thu Nov 28, 2002 at 11:47:50 PM EST

As your own comment says here "[Robert's Rules] pretend [proxies] don't exist." If this is truly the case, as I believe it is since I do not see anything about proxies as I look through the Rules. Then we will not have a conflict between precedent and written rules.

On a more general note, when there are no written rules precedent does count for something. If an organization has been doing things in a certain way and then changes the way things are done so as to exclude people that were not excluded before a suit can be brought against the organization for discrimination. Of course intent would still need to be proven in a criminal court, but still, the precedent counts in this case.


[ Parent ]

My Comments (LONG) (5.00 / 6) (#85)
by gauntlet on Wed Nov 27, 2002 at 03:22:24 PM EST

Oh, dear goodness, I'm going to have so much to say:

OK, here we go:

Article II, Section A

This should end after "persons". One of the principles of interpretation of things like bylaws is that if you include a list of things, thigns not included in that list don't apply. Therefore, by saying "race, color, religion, age, national origin, sex, or sexual orientation", you're allowing discrimination based on height, and intelligence. It also limits the ability of the Board of Directors to set membership fees by nationality. Just get rid of it.

Articlle II, Section B

OK, first of all, I don't like the numbering here. It makes it seem like the sentence beginning with "The Corporation" is a part of subsection (2), which it's not. Furthermore, the phrase "categories of members" might be interpreted to conflict with the first sentence of Section A. Also, by using the word "members" it's saying that the Board of Directors can't reduce fees for people that aren't already members, which I think is not the intent. The intent would be better expressed by removing the sentence, and adding something to the next Section, although as long as you remove the extra stuff from section A, I don't think it's necessary. A Board of directors authorized to set membership fees is authorized to set more than one fee. Particularly, the plural "amounts" in section C supports this.

Article II, Section C

This section implies that any member whose membership dues were waived by the Board of Directors won't get membership benefits. I'm not sure that was the intent. The second sentence should be changed to read, "Only those who have paid the required dues shall be entitled to membership benefits."

Article II, Section D

It is unclear as to where this vote can be exercised, and how often. More appropriate language might be, "Each member in good standing shall be entiteld to one vote on any votable motion at a general meeting or election of the Corporation."

Article III, Section A

This is a purely political thing, but I think officers ought to be required to present reports at annual meetings. It's just good governance.

Article III, Section C

It should be stated somewhere in the bylaws that the actual receipt of notification of the meeting is not required for the meeting to be valid, to ensure that a bunch of people whose e-mail addresses changed cannot claim that the annual general meeting was held illegally.

Article III, Section D

Any number of members present is an insufficient requirement for quorum. Again, this is more an opinion thing than an interpretation thing, but I think it's important that if only one person shows up on time for the meeting, that they can't do whatever they like.

Article III, Section E

I have become rather uncomfortable with Robert's Rules of Order, after having gotten into a long debate with one of the editors of the current version. Basically, while it claims to be subject to the bylaws of the organization, it also claims that the fundamental principles of parliamentary procedure cannot be overruled except by the organization's constitution and/or bylaws, regardless of how it was adopted. For instance, if you adopt them as your rules of order in a standing rule, and there is another standing rule or action of the board that allows something that goes against fundamental principles of parliamentary procedure (e.g. teleconferencing), Robert's Rules are always authoritative.

In reality, the problem would arise to seldomly as to be unimportant, and there is little to replace them effectively (although I'm working on something), so I'm not going to get hung up on it.

Article IV, Section F

Any vacancy among the Class D Directors may be filled for the unexpired portion of the term by the Directors (both Class M and Class D) then serving, although less than a quorum, by an affirmative vote of the majority thereof, and any Director so elected shall hold office until the election and qualification of a successor.
"Filled" is open to interpretation here. It doesn't explicitly say that the directors have to get someone else to fill the position, and leave them open to "filling" it themselves.

Article IV, Section G

Should indicate that Honourary Directors do not count in determining what Quorum should be, neither do they count in determining whether or not it has been acheived.

Article IV, Section I

The Board of Directors may authorize the President to fix the exact date and place of each regular meeting, in which case notice of the time and place of such regular meetings shall be given in the manner provided in Notice of Meetings.
Again, according to the rules of interpretation, there is a difference between the "date and place" and the "time and place". This would allow the President to set the date, but disallow him from setting the time. It would also disallow him from notifying people of the date. Minor problem, but worth fixing.

Also, Section K of the same article was appended to this section by mistake.

Article IV, General

You may want to consider indicating that Class M directors can't run for election in Class D positions, and/or vice-versa, or whatever.

Article V, Section A

This allows the board of directors to appoint non-directors and non-members to officer's positions. That is not uncommon, I just want to make sure it's the desired result.

Article V, Section C

This states that the board has to select an officer to fill a position. The president can also be the secretary, so if the president/secretary dies, the treasurer cannot be both secretary and president, leaving the organization without a prez. It should state that it should elect a "director" to fill the "office".

Article V, Section G

Again, this section doesn't specify that members of the board need to fill these offices. That may or may not be the intent.

Article V, General

There is a popular (and in my mind, effective) form on non-profit governance out there called "Policy Governance." It is contrary to policy governance that a board member be responsible for day-to-day business dealings. What I would suggest, just so that the consitution doesn't need to be changed in order to adopt policy governance, is that the authority of the officers by delegatable (if that's a word), in the same way that the powers of the board are.

Article VII, Section B

The unfortunate victim of an errant copy and paste, I'm afraid.

Article X

Again, just a political thing, but I think members ought to have the right to change the bylaws. At the very least, they ought to have the ability to force the board to consider certain amendments.

Into Canadian Politics?

Whoops... Missed a big one. (5.00 / 2) (#89)
by gauntlet on Wed Nov 27, 2002 at 03:34:37 PM EST

It's more difficult to criticise what's missing than it is to criticise what's there.

What you're missing is an election procedure for the board of directors. The default provided by Robert's Rules of Order is a disaster waiting to happen. This alone is more important than all of the other changes I've suggested.

Into Canadian Politics?
[ Parent ]

Yeah (5.00 / 1) (#93)
by rusty on Wed Nov 27, 2002 at 04:03:15 PM EST

That's been mentioned too. I guess we should have the voting procedure discussion.

Not the real rusty
[ Parent ]
Thanks (5.00 / 1) (#92)
by rusty on Wed Nov 27, 2002 at 04:01:49 PM EST

These are great comments.

II.A: I think I agree.

II.B: The specifying multiple amounts stuff was my suggestion, originally. It used to just say "the board may fix dues." I thought this perhaps wasn't clear enough that dues can be different for different poeple. I answered someone else below ont he difference between "Class" of members and "categories" of members. I thought that difference was clear. Nevertheless, maybe it's worth just assuming that a board that can set fees can by definition set multiple fees and make it less complicated.

II.C: I think that's a stretch. If your dues are $0.00, and you sent in your paperwork, then you've paid them. "Required dues" seems a little niggling.  

II.D, III.A: I agree.

III.C: It should probably specify that notification be sent to the address of record for a member, and members are responsible for keeping the CMF up to date with that info. As it does not, now, make any claims about receipt, I don't think that needs to be added. It specifies what it specifies: that notice has to be sent.

III.D: DU pointed that out too. What do you think should constitute a quorum?

IV.F: I will ask about this.

IV.G: Yes.

IV.I: Should both be "time and place?"

IV: About classes of directors. Why can't a director of one class be elected/appointed to the other class, provided they are not holding two seats at once? I.e. if I'm a D director, can I run for M and vacate my D seat?

V: I'll ask about the implications of non-directors being officers. Do you have any thoughts on the desirability of this?

X: See below for more discussion of this point. I agree that voting should be at least considered on amendments.

Not the real rusty
[ Parent ]

You're welcome (none / 0) (#97)
by gauntlet on Wed Nov 27, 2002 at 04:30:27 PM EST

For III C, I'd check with a lawyer. The laws can be pretty picky about whether or not reasonable effort was made to provide notice, and things like that. SOmething to consider, though.

Set quorum at 10 members, or something. Just don't set it so low that things can happen without ANYONE knowing. :)

IV I: I would make both of them "date, time, and place". It's a shame that there's not a more general applicable word... like "parameters" or something.

IV: Come to think of it, what I might have meant was that Class Ds cannot fill other Class D positions, or soemthing. Basically, the idea is to avoid having to hold consecutive elections to fill a single vacancy. Y ou could also foresee a popular director running against a particular candidate to ensure that he didn't get into office, and continue to do the same thing until that particular candidate refused to run again. If I come up with any other reasons, I'll let you know. :)

V: My thoughts on non-directors being officers is that it's a damned good idea if you're not using policy governance. Why the hell not hire a professional to be VP Public Relations? They get a nice title, an honorarium, and you get someone that actually knows what they're doing.

That said, the policy governance option is better, and basically eliminates the need. Policy governance strictly defines the relative roles of the board and its employees, which could be considered equivalent to the legislative and executive of the US, except that instead of electing a president, you hire a CEO. Google it for more information, and read the books. It is REALLY REALLY worthwhile.

I have to kind of warn against my own suggestion, here. Trying to implement a method whereby people can bring their own amendments is problematic, because it can swamp memebers' meetings. Another idea that has worked for some organizations (or so I've heard) is to say in the bylaws that a committee must be formed each year by the board of directors to consider proposed amendments to the bylaws from members, compile the alternatives into those they think are necessary, and present that as a non-amendable debatable motion at the members' meeting.

YOu have all the options in the world, really. Just a small matter of balancing democracy with efficacy.

Into Canadian Politics?
[ Parent ]

Policy governance (4.00 / 1) (#100)
by rusty on Wed Nov 27, 2002 at 04:39:48 PM EST

Can you describe policy governance, and/or give me some links to read up on it?

Not the real rusty
[ Parent ]
Heh (5.00 / 1) (#101)
by rusty on Wed Nov 27, 2002 at 04:40:39 PM EST

I should probably take my own advice huh? :-)

Not the real rusty
[ Parent ]
heheh (4.00 / 1) (#104)
by gauntlet on Wed Nov 27, 2002 at 04:49:44 PM EST

yeah, that would work, too. :)

Into Canadian Politics?
[ Parent ]

Policy Governance (5.00 / 1) (#103)
by gauntlet on Wed Nov 27, 2002 at 04:48:37 PM EST

Basically, it divides the legislative and executive functions of an organization. The board is the legislative. They have the following responsibilities:
  • Write Policy
  • Hire a CEO to implement it
  • Ensure the CEO does his or her job
They're policy is divided into four categorizations:
  • What the organization is trying to accomplish
  • How the organization may NOT accomplish it
  • How the board relates to the executive
  • How the board does its own job
There are more descriptive terms for these, but this is the gist of it.

It allows the board to focus on long-term, sustainability, social contract-type goals. By specifying how not to accomplish it, the board places boundaries around those things the CEO may not allow to happen. ANYTHING else the CEO does is allowed, and it's efficacy is dependent on whether or not the goals have been advanced. These rules are hierarchical, the top one usually being that the CEO may not do anything imprudent or unethical.

The CEO doesn't have to get the permission of the board to spend money. The board doesn't have to be involved in minutiae they don't understand, and the board still holds responsibility for the effectiveness of the organization.

It is also called Carver governance, after the husband and wife that documented it. See here for a better description, and a list of the books you'd want to read to really understand it. I should say that the main author is very accessible via his web forums, and more than willing to argue in favour of his method, and to help people in their implementation of it.

Into Canadian Politics?
[ Parent ]

Google is your friend. (5.00 / 1) (#120)
by devon on Wed Nov 27, 2002 at 09:12:03 PM EST

Call yourself a computer professional? Congratulations. You are responsible for the imminent collapse of civilization.
[ Parent ]
And yet (none / 0) (#137)
by Spendocrat on Thu Nov 28, 2002 at 12:06:51 AM EST

If someone wants me to read up on something, I'm betting they have the better links than I'm going to come up with through google (even if that's true only half the time).

And if someone wants me to read up on something, they can do the leg work. Chances are they already have.

[ Parent ]

question on voting (4.33 / 3) (#87)
by infinitera on Wed Nov 27, 2002 at 03:30:00 PM EST

Nowhere is voting procedure described, so I have to conclude that CMF/the lawyer presume plurality. This is disappointing. Firstly, the point was brought up before [albeit not eloquently], and secondly, plurality is just not fair. I'm not advocating approval voting because it's a 'pet' idea of mine.. but because I just don't think the other systems are fair. Period. As geeks, good sir, we expect a technically justifiable and fair voting process; I'm sure dr k can produce the math to confirm that approval is this process ;) Regardless, is this topic even open for debate? If it's not, then I'm not even going to bother with CMF; it's stillborn in my mind, at least as a democratic institution.

Robert's Rules (5.00 / 3) (#88)
by gauntlet on Wed Nov 27, 2002 at 03:33:14 PM EST

The bylaws adopt Robert's Rules, and Robert's Rules set out how elections will happen. Not plurality, as a matter of fact, but something so much worse as to be worthy of massive disdain. I'm going to add that to my criticisms.

Basically, you nominate people, and there's a show of hands. First person to get a majority show of hands wins. Rules on who gets nominated first depend on who stands up first, and who the chairperson notices, subject to obscure appeals. It's a disaster waiting to happen.

Into Canadian Politics?
[ Parent ]

Ok (4.00 / 1) (#94)
by rusty on Wed Nov 27, 2002 at 04:04:31 PM EST

Given that, what voting procedure should we have?

Not the real rusty
[ Parent ]
Tough Question to Answer Quickly (4.00 / 1) (#96)
by gauntlet on Wed Nov 27, 2002 at 04:16:28 PM EST

If you want a serious suggestion, I might be willing to take some time to write an article for the bylaws, that you could vet with your lawyers.

If I were to do it, it would have the following characteristics:

The Board of Directors would hire a person responsible for the running of the election according to the rules in the bylaws. There's a title for this sort of position I can't remember. Something about returning officer, or something.

They are given a set number of resources with which they have the opportunity to employ and contract as necessary for the purpose of the running of the election.

Nominations and voting begin on predetermined dates set and announced by the Board of Directors. Nominations follow a standard procedure, available to all members. Only members not currently serving on the board or in an office may be nominated (assuming that officers need not be directors, as the bylaws currently allow).

Nominations are announced at the end of the nomination period. Voting takes place using a dual envelope system. The votes are received in envelopes marked with the member's name. Those members are marked as having voted, and the envelopes are placed aside. If another vote comes in for the same name, that name is added to a list of problem votes. Once the timeframe for the receipt of votes has passed, the election workers go through the votes, moving those that have the names on the list of problem votes to a different pile. Those that are not problem votes have the exterior identifying envelope removed, and the interior unmarked enveloped placed in a box. Once this has been done to all unmarked envelopes, the votes are counted.

My personal preference is that the ballots be preferential, and that the result be calculated using Single Transferrable Vote, but that's a political decision to be left to the group as a whole, and any decision could be implemented in this strategy.

Votes would be counted, calculated, and the returning officer would report the results at the membership meeting which would occur AFTER the election was complete. The bylaws would be changed to indicate that the presentation of the results at the meeting ended the current directors' terms, not the completion of the vote.

For problem votes, contact information provided with the envelope would be used to contact the voters. If, in the returning officer's opinion, it is possible to determine the vote that accurately reflects a particular user's desires, that vote can be counted. Otherwise, the votes are not counted.

It would also have some method for determining the result in the case of a tie, perhaps by random draw of a single ballot.

It would also likely include a more sophisticated method of determining the origin of the voter, and it would allow for electronic delivery of the ballots, if possible.

I hope that gives you an idea.

Into Canadian Politics?
[ Parent ]

re-election (none / 0) (#117)
by aphrael on Wed Nov 27, 2002 at 07:20:33 PM EST

Only members not currently serving on the board or in an office may be

Do you mean only members not currently serving may nominate, or are you intending to exclude re-election as a possibility?

[ Parent ]

Good point. (none / 0) (#174)
by gauntlet on Thu Nov 28, 2002 at 09:51:39 AM EST

What I had intended to say was that people whose terms would not be complete couldn't run for election for the same sort of position. Shifting class D directors around doesn't do anything to ensure that vacancies are filled, you see.

Into Canadian Politics?
[ Parent ]

oh, ok, that makes sense. :) (none / 0) (#177)
by aphrael on Thu Nov 28, 2002 at 10:23:12 AM EST

a minor massaging of the words should accomplish that. :)

[ Parent ]
Vote for it! (4.00 / 1) (#105)
by ToastyKen on Wed Nov 27, 2002 at 04:53:11 PM EST

Clearly, we should have a vote to determine the voting system to be used! :)

[ Parent ]
Voting (4.50 / 2) (#90)
by rusty on Wed Nov 27, 2002 at 03:35:40 PM EST

The voting procedure is not defined in the bylaws. Any procedure may be adopted by the board. I agree that voting procedure is something that should be considered carefully, and I think plurality voting is probably one of the weakest contenders. Don't give up based on an assumption!

I will ask the lawyer if she thinks voting procedure should be included here. Alternatively, it could be defined by an amendement at the first members meeting.

Not the real rusty
[ Parent ]

Can it? (4.00 / 1) (#91)
by gauntlet on Wed Nov 27, 2002 at 03:38:28 PM EST

I thought only the board of directors had the power to change the bylaws? Members meetings are a different beast.

Into Canadian Politics?
[ Parent ]

CMF (2.50 / 2) (#95)
by janra on Wed Nov 27, 2002 at 04:15:34 PM EST

Not strictly related to the bylaws, but related to the CMF...

Rusty, I seem to recall you mentioning that you needed somebody to set up the CMF website - have you found anybody yet?

Discuss the art and craft of writing
That's the problem with world domination... Nobody is willing to wait for it anymore, work slowly towards it, drink more and enjoy the ride more.
Yes, sort of (none / 0) (#99)
by rusty on Wed Nov 27, 2002 at 04:37:56 PM EST

I think I'll probably go with X-Lan, as they've done a fine job hosting scoop.k5 so far. They've volunteered to do it, and useless git that I am I haven't responded yet. But it's next on my CMF list of things to get moving. The site should help a lot in mobilizing volunteers for other important tasks like writing the mission and goals, and things like that. Also in moving CMF functions out of the domain of K5-specific and into the realm of "anyone who's interested".

Not the real rusty
[ Parent ]
cool (none / 0) (#108)
by janra on Wed Nov 27, 2002 at 05:19:24 PM EST

They do webmastering stuff too?

Discuss the art and craft of writing
That's the problem with world domination... Nobody is willing to wait for it anymore, work slowly towards it, drink more and enjoy the ride more.
[ Parent ]
stuff inside (none / 0) (#145)
by coryking on Thu Nov 28, 2002 at 02:40:51 AM EST

You may want to talk with hurstdog. It might be the best case to just put your CMF on the same box as scoop.kuro5hin.org. I mean, why not? I don't see it ever being hi traffic (well, it will probably get slashdotted at least once but that will be no problem when we move into our new colo space).

If you want it on a "real" server, thats fine too. Just let me know via email and well get it all set up.

[ Parent ]

Thanks (none / 0) (#146)
by rusty on Thu Nov 28, 2002 at 02:51:35 AM EST

I'm sorry I didn't get back to you privately. I'll send you an email.

Not the real rusty
[ Parent ]
Cool (none / 0) (#149)
by coryking on Thu Nov 28, 2002 at 03:15:29 AM EST

I was wondering if you had either dropped of the face of the earth or just found somebody else.

Let me know what you have in mind and we will make it work.

[ Parent ]

Amendments needing just simple majority (5.00 / 1) (#102)
by ToastyKen on Wed Nov 27, 2002 at 04:47:16 PM EST

I'm just curious.. Is the simple majority needed for amendments common practice?  I'm not familiar with non-profit corporations, of course, so I don't know if a tougher amendment system would be good or not.  I'm just interested in the reasoning.

Not so common (none / 0) (#106)
by gauntlet on Wed Nov 27, 2002 at 04:53:46 PM EST

Robert's Rules of Order say that making amendments to the constitution should be the most difficult sort of motion to pass, so typically, a majority of the board of directors can't do it. No reason they shouldn't be able to, though.

Into Canadian Politics?
[ Parent ]

More notes. (5.00 / 2) (#109)
by eann on Wed Nov 27, 2002 at 05:48:09 PM EST

Didn't see these below (when I started writing), so here are a few more comments on draft 2:

Article IV, Section D:
Does "Incorporator" need to be defined?
Article IV, Section F:
Should probably be "vote of two-thirds of all the members present". But I wonder how members call special meetings, or does the rabble have to convince some number of directors to call the special meeting to remove a Class M director?
Article IV, Section I:
"within or outside the State of Maine" is inconsistent with "within or without the State of Maine" elsewhere in the document.
Article VII, Section D:
"... 501(c)(3) of the Code" should have a capital C.
Article IX, Section B:
Should end with "Article IX".
Article IX, Section C:
You probably don't need to define "Code" again.

Also, I support amendment only by directors' vote, as written in Article X. I wonder if you want to up from majority to two-thirds, though. Or something sorta like the U.S. Constitutional process--simple majority goes to membership vote, 2/3 majority is automatic. I also like the ide some states of of requiring the vote at two consecutive meetings before the laws are amended.

Our scientific power has outrun our spiritual power. We have guided missiles and misguided men. —MLK

$email =~ s/0/o/; # The K5 cabal is out to get you.

Ammending Procedure (none / 0) (#159)
by La Camiseta on Thu Nov 28, 2002 at 06:15:17 AM EST

How about this process for an ammendment?

1. Ammendment has to be proposed by board member
2. Open discussion for at least one week by regular members.
3. Vote by regular members with at least a 50%+1 vote to continue
4. Vote by board of directors, with a 2/3 majority vote to become ammendment.

[ Parent ]

A few bits (5.00 / 1) (#111)
by imrdkl on Wed Nov 27, 2002 at 06:34:23 PM EST

First off, congratulations on getting this far with the work. Cranking this stuff out is pretty grueling, I reckon, especially when one wishes to simultaneously say something meaningful. In that spirit then, here's a few bits off the top of my head.

One question that comes to mind right away is, Are you going to try to get tax-exempt status? If you're not, and never will consider it, then some comments below may be taken with that in mind. However, as a 501c3, you'll be "observed", especially if collaborative media ever takes off as a concept... :) Also, it's been my notion that (at least for you personally) Collaborative Media Foundation implies more than just k5. So, maybe I'm seeing the bigger picture here, or maybe not. In any case I hope to avoid repeating comments which are already made.

First of all, regarding investments (7a), I think you need to say a lot more here. This is pretty boiler-plate stuff, considering the type of assets which the CMF may acquire and hold, as well as other potential revenue-generating activities. Consider specific mention of licensing revenues perhaps, along with the use and disposal of other intellectual property which may be acquired by the foundation. I realize it's tricky to stay within the 501c3 in this statement, but I believe it will be worth the time to consider this in more depth here and now.

Payments and services rendered - how to pay, who shall be paid, etc. Your articles consider these issues in a rather roundabout way in 7b, and it seems longish. Also, donations are great, but keep exact records. You should specify that you'll use accrual accounting, and forget about the silly waivers. If someone wants to join, they pay, even if it's only an accounts receivable (perhaps with a willingness to work it off). This is important for acheiving true tax-exempt status. Waivers are more time consuming and costly to account for, as well. Also, any services should be tallied, billed, and recorded as payable, even if the agreement calls for the service to be donated.

An aside - it just seems natural that the Collaborative Media Foundation should specify and allow and possibly even promote more than just the standard meeting techniques. Phone-conferencing just seems so... nineties. What about specifying netphone, for example, or IRC, or even scoop, as a meeting forum? (If member identity can be established, of course. Wink, wink, public CA... ) Meh, just a thought, I guess. You have some room to maneuver, now.

Finally, Director classes. I think I see your desire for a short term strong influence by yourself, with a slow withdrawal to full control by the board. I like that you are going to step out. We'll try to get you a nice watch, or something, when you leave.

More on tax exempt status (none / 0) (#118)
by imrdkl on Wed Nov 27, 2002 at 07:28:44 PM EST

Tax-exempt status is rarely awarded right away by the IRS. If I recall correctly, you'll have to operate for some time as an ordinary corporation, while waiting for your exemption. However, 7a does seem to indicate the intent to operate "like" a 501c3, even though the indemnifications indicate "periodic" operations according to section 509.

In general, if you're going to be a foundation, it indicates a charitable (thus 501c3) classification, even if you do earn money. And speaking of earning money, how will you redistribute all of the fantastic profits from scoop-licensing? What are to be the corporations favorite charities?

[ Parent ]

501(c)(3) (none / 0) (#132)
by rusty on Wed Nov 27, 2002 at 11:42:47 PM EST

The CMF will seek tax-exempt status, under 501(c)(3). There's usually a bare minimum of six months while the IRS reviews a tax-exemption application. It can be much longer than that. That's the bad news. The good news is that once you've filed the application, you may do business as a tax-exempt nonprofit while the government reviews your application. I.e. they do it on their time, not yours, and the presumption is that it will be granted.

The lawyer (who does specialize in nonprofits, by the way -- this is all she does) sees no reason we will not eventually be granted tax-exempt status, provided we jump through all the proper hoops.

As for Scoop licensing, there is no such thing. I own the copyright to Scoop, and it is under the GPL. That won't change. And our favorite charity will be the CMF. :-)

Not the real rusty
[ Parent ]

quick bits (5.00 / 1) (#112)
by aphrael on Wed Nov 27, 2002 at 06:51:29 PM EST

  • is ten days a reasonable warning for a physical meeting for a body with international membership? unless attendance is allowed via technological remoting, allowing special meetings is going to cause problems for people from other countries.
  • 'any number of members present' is, in effect, a statement that there are no quorum rules. why are we adopting that policy, and is it what we want?
  • the membership may adopt rules of order varying from roberts' rules of order. *BEFORE* adopting that as the guiding set of rules for the first meeting, someone should look at them to see if they are what we want. the nomination and voting rules are cumbersome, in particular.
  • why are membership meetings not allowed to remove a class d director? granted, they're selected by the board, but if the membership is truly pissed at them, the membership should have a way to forcibly remove them. this proposed set of rules would make that difficult. (not impossible, as the members could force out the class M directors to get the result they wanted, but ...)
  • what purpose do honorary directors take?
  • the telephone meeting section would seem to exclude internet/video conferencing. is that intentional?
  • is it appropriate for the board to be able to amend the articles, but *not* the membership? eg., should the amendment power not be vested in *both*?

About Roberts Rules of Order. (none / 0) (#155)
by dram on Thu Nov 28, 2002 at 03:37:49 AM EST

The thing with Roberts Rules is that everybody uses them. And no, voting does not have to be cumbersom. All it takes is a "Is there any discussion?" *pause* "Are there any objections?" *pause* "Seeing none the motion passes." For those of you who don't believe me (I know you are out there) please look at §4 of Robert's Rules of Order Newly Revised, 9th Edition (page 52).

In addition, there might be legal reasons to adopt the Rules. I know in college we had to use them because to Title 9 (I believe thats what title it was, I could be wrong.) So there might be issues like that as well.


[ Parent ]

for motions, yes. (none / 0) (#176)
by aphrael on Thu Nov 28, 2002 at 10:20:41 AM EST

I was speaking specifically of rules for elections of officers.

[ Parent ]
Questions and suggestions (long) (5.00 / 1) (#113)
by I am Jack's username on Wed Nov 27, 2002 at 06:57:29 PM EST

English is my second language, some explanations please.

Why articles and sections (Article IV, Section C), and not just numbers (4.3)?

3.1 Should the info in 4.3 not precede this, to make it easier to read? Is it a legal requirement that "within or outside the State of Maine" be mentioned?

3.3 Huh?

3.4 Did I understand this correctly? Is zero members, or one, enough to be a quorum? Why "any meeting at which there is a quorum present" if quorum can be zero or only one person?

4.2 Seems a bit too vague to be meaningful.

Should 4.4 and 4.5 not be 4.3.1 and 4.3.2, with renumbering for the rest of 4?

4.5 Change the order so that the shorter term directors are listed before the longer term ones, like in 4.4.

4.6 I don't understand the last sentence.

4.9 Add "(4.11)" after "provided in Notice of Meetings". Everything after "provided in Notice of Meetings.", except for the phantom "of this Bylaw." at the end, is already in 4.11.

4.12 What is the quorum for meeting of the board of directors?

4.14 Bummer for people who can't afford international conference phone calls, or may only citizens of the USA be directors/members. "origin".

Are the following 3 phrases not redundant?:
5.1 "with such powers and duties not inconsistent with these Bylaws"
5.2 "and shall continue until the next annual meeting of the Board of Directors of the Corporation"
5.3 "by death, resignation, retirement, disqualification, or any other cause,".

5.4 "instrument"?

6.1 Change "ex officio" to "by virtue of position". I'd suggest as much plain english as possible, and/or good translations.

7.2 Change "pecuniary" to ""pecuniary" (twice). "arm's length"? The second last sentence is a duplication, and the phantom last sentence: "of this Article.", is a duplication of the duplication.

8.1 Under the bridge :)

8.3 Isn't "correct" redundant?

A binding none of the above voting option (long live Inoshiro!).
Inoshiro for president!
"War does not determine who is right - only who is left." - Bertrand Russell

7.2 monetary (none / 0) (#114)
by I am Jack's username on Wed Nov 27, 2002 at 07:00:00 PM EST

7.2 Change "pecuniary" to "monetary" (twice).
Inoshiro for president!
"War does not determine who is right - only who is left." - Bertrand Russell
[ Parent ]
..of this of this Article. of this Article. (none / 0) (#119)
by childlike on Wed Nov 27, 2002 at 07:45:27 PM EST

Is it just me, or is Article VII, Section B "Inurement Prohibition; Interest in Contracts" about twice as long as it should be?

Heh (none / 0) (#129)
by rusty on Wed Nov 27, 2002 at 11:07:30 PM EST

Yes, it is. Heh. Yes, it is.

Not the real rusty
[ Parent ]
All the best (5.00 / 1) (#121)
by bayankaran on Wed Nov 27, 2002 at 09:56:56 PM EST

CMF seems to be a great idea. And I am sure K5 will continue to grow with fresh ideas and new perspectives and members.

I am not in a position to pay or subscribe to CMF or K5 and I hope K5 will keep giving users like myself the present privileges.

International membership (5.00 / 2) (#127)
by QuickFox on Wed Nov 27, 2002 at 10:54:34 PM EST

It seems very possible that the CMF will have international membership. Here are some points considering this.

  • The bylaws should probably mention that the CMF is based in Miami and its activities are based on the laws of Miami and the United States, and that any legal disputes that might arise will be resolved by these laws in courts of Miami, as far as legally possible.
  • III.E: Where you mention Robert's Rules of Order, try to specify this in a way that is meaningful to an international audience. As it stands, to me as a Swedish reader it sounds like "We'll do whatever Bob wants", and for a while I wondered if Bob was Edna Graustein's husband. It must be possible to refer to some document or version number or something that clarifies what the expression means for international readers.
  • III.C: For membership meetings, 10 day's notice is far too short for international members, if you want to go there physically. You have to arrange free time with your employer, arrange things at work so you can leave without disrupting things, make travel arrangements, hotel arrangements, etc. I'd say give an absolute minimum of 30 day's notice, and try to give at least three month's notice whenever this is easily possible (that should be quite easy in many cases).

    If shorter notice than 30 days may be necessary in special cases, then make special rules about emergency meetings with shorter notice.

    I don't know if it's likely that international members will want to attend physically, considering the costs and the hassle, but I really think it should be possible, in part because I don't think this has any important disadvantages.

Give a man a fish and he eats for one day. Teach him how to fish, and though he'll eat for a lifetime, he'll call you a miser for not giving him your fi
Thank You (3.20 / 5) (#130)
by Fictional CMF Audit Commission on Wed Nov 27, 2002 at 11:20:12 PM EST

The Fictional CMF Audit Commission welcomes this opportunity to to review an early draft of the CMF bylaws.

With regard to the language of the document itself, we have nothing to add at this time, as our initial concerns have already been addressed in several excellent comments.

With that said, we find ourselves somewhat puzzled.

With one notable exception, which we will discuss at length herein, the provisional board of the CMF has not addressed or even acknowledged the two recommendations that we made in our first quarterly report.

Once again, those recommendations are:

1.     The CMF should immediately make an archive of the email list of the provisional board publicly available, in accordance with stated policy. Alternately, if the provisional board has decided to conduct its deliberations in secret, then this new policy should be announced and explained.

2.     A summary of the current fiscal status of the CMF should made available, together with some plan for securing funding for the CMF independent of K5 revenues.

To the question of funding plans, we now have at least a partial answer, but it is a somewhat surprising one. In previous statements from Mr. Foster, we had assumed that the phrase "member dues" referred to fees to be paid by CMF board members. We made this assumption because we did not believe that the CMF would attempt to raise revenues via an instrument that can, regrettably, be described accurately as a poll tax.

The phrase is a nasty one, conjuring as it does the twin spectres of Jim Crow and Margaret Thatcher, but we are of course sensible enough to put aside these historical bugbears and examine the present case on its own merits.

The Fictional Commission understands, of course, that the greatest complaint usually levelled against a poll tax, that it disenfranchises the poor, is addressed by the provision for the waiving of dues in individual cases at the CMF's discretion.

We understand, further, that it is quite commonplace for charitable organizations to require their members to pay dues, but the circumstances of the present situation are rather different from those of the average non-profit company.

At present, the vast majority of prospective CMF Members are K5 users who wish to have some say in the governance of the site. If they could accomplish this via a poll tax (adjustable for financial circumstance) with revenues going back to K5, the Fictional Commission would see no reason for complaint.

Revenues from the poll tax are not, however, going to K5, but rather to the CMF. If these revenues were earmarked solely for internal operations of the CMF, the Fictional Commission would again see no reason for complaint, as such costs are, after all, a component of the operating costs of K5.

At present, however, there is no restriction on how Membership dues may be spent, barring the requirements of section 501(c)(3). We have every reason to believe, as detailed in our report, that the CMF will fund new projects unrelated to K5. Though we would welcome an official statement to the contrary, it would appear at present that a K5 user wishing to vote on the governance of K5 will be forced via the poll tax to help pay for new, as yet unspecified CMF projects.

With an established charity, members join because they believe in whatever cause the organization is founded on, and they pay dues knowing that they will be spent in support of that cause. With the CMF, however, members will at least intially pay dues because they want some say in how a web site they use is run.

The Fictional Commission thus has a new recommendation:

3.     Language should be added to the CMF bylaws requiring all Membership Dues be spent solely on expenses related to internal operations of the CMF.

membership dues (5.00 / 2) (#133)
by aphrael on Wed Nov 27, 2002 at 11:49:42 PM EST

Based on previous conversations i've had with rusty on this topic, in irc, i am pretty certain that the point to membership dues is not to function as a poll tax, but to ensure that the voting membership is actually in some way committed to the foundation and feels a sense of ownership. Dues can be waived for hardship cases, but requiring *some* form of demonstrated commitment is a useful thing to keep the CMF from falling victim to what would be, in essence, a hostile takeover.

I am not sure that money is the only means that can perform that task ... but it's a better alternative, especially if dues are a token, than nothing at all.

[ Parent ]

The number I have in mind (5.00 / 2) (#136)
by rusty on Thu Nov 28, 2002 at 12:02:08 AM EST

What I have in mind right now for dues is $20 a year. I feel like if you can't cough up twenty bucks, or spend some of your time explaining why you should be exempted, you're not very serious about wanting to join. A no-name account complaining about it doesn't really move me much. As far as I can tell, I'm virtually the only one who's even strongly committed to the principle of allowing exemptions as warranted.

Not the real rusty
[ Parent ]
Different country, different dues. (3.00 / 1) (#173)
by mumble on Thu Nov 28, 2002 at 09:36:27 AM EST

I would like to suggest, rather than a blanket $US 20, that you have a membership fee based on country (you know which country a member comes from because you have their address. Only someone motivated enough to rent a post office box in another country can bypass higher dues for smaller dues. If that makes sense.)

For example. $US 20 is roughly $A 40. Which in my opinion is very expensive. (I would however be happy with $A 20.) And there are many, many other countries out there were this is an even worse problem. So instead of exempting poor people from having to pay a due, just set a due which is at a realistic level for that country.

Working out what is and is not a realistic due for each country is left as an exercise for the reader :)

stats for a better tomorrow
bitcoin: 1GsfkeggHSqbcVGS3GSJnwaCu6FYwF73fR
"They must know I'm here. The half and half jug is missing" - MDC.
"I've grown weary of googling the solutions to my many problems" - MDC.
[ Parent ]

This is a good idea (5.00 / 1) (#179)
by aphrael on Thu Nov 28, 2002 at 10:41:44 AM EST

This is a good idea in theory with a fairly nasty practical problem: how does Rusty, or the CMF board for that matter, know what is an amount equivalent to US$20 in some other country's economy? I'm not talking about exchange rate (which is easy enough to calculate), i'm talking about purchasing power parity --- how do we know that AU$20 is anywhere close, in terms of its purchasing power locally, to US$20?

But there's another problem. The intent is for the CMF to end up as a registered non-profit under US law, which would make membership dues and other donations tax decductable in the US. But what about outside the US? It seems to me that in order to have tax-exempt status in the UK, or Australia, or whatever, the easiest thing to do would be to have a local affiliate organization, which could (presumably) set its own dues.

However, the by-laws should specify in some measure how affiliate organizations affiliate, and whether or not members of affiliate organizations can vote, and what the rules are for ensuring that an affiliate is a bona-fide affiliate, etc, etc. Otherwise, I don't see affiliation being possible, and I question whether we can get non-profit status in other countries.

[ Parent ]

Different tariffs in different countries (4.00 / 1) (#184)
by QuickFox on Thu Nov 28, 2002 at 11:56:36 AM EST

how does Rusty, or the CMF board for that matter, know what is an amount equivalent to US$20 in some other country's economy?

For this they might look at the solutions used in a movement that has dealt with this problem for many decades, the Esperanto movement.

It becomes impractical to have a separate tariff for each country. Instead they divide the countries into a small number of groups, and have one tariff for each group. The ambition there is not to reach equivalence, it's just to make it a little more reasonable for people from poor countries.

A simple solution would be for the CMF to just copy a suitable set of groups and tariff percentages, and use that for the starting period, and see how it works, and for the next period adapt the lists as needed.

Give a man a fish and he eats for one day. Teach him how to fish, and though he'll eat for a lifetime, he'll call you a miser for not giving him your fi
[ Parent ]

The Economist's Big Mac index? (none / 0) (#192)
by I am Jack's username on Thu Nov 28, 2002 at 04:32:42 PM EST

Or something like it? The cheapest Big Mac in the world.
Inoshiro for president!
"War does not determine who is right - only who is left." - Bertrand Russell
[ Parent ]
Why not just... (none / 0) (#221)
by vectro on Thu Dec 19, 2002 at 12:17:20 AM EST

Let the membership dues be the price of 5 Big Macs at the McDonald's nearest you?

“The problem with that definition is just that it's bullshit.” -- localroger
[ Parent ]
Disclaimer (none / 0) (#222)
by I am Jack's username on Fri Dec 20, 2002 at 03:45:02 PM EST

Disclaimer: I'm in South Africa. Our currency collapse has apparently been stemmed, we're not the cheapest place to buy Big Macs anymore.

Anyone know of a more global index, and something that doesn't mention the arched ones?
Inoshiro for president!
"War does not determine who is right - only who is left." - Bertrand Russell
[ Parent ]

Hostile takeovers (4.00 / 1) (#162)
by Rogerborg on Thu Nov 28, 2002 at 06:22:54 AM EST

Best example I've seen is my college Gay and Lesbian Society joining en masse the British National Party society (aka neo-Nazi's, but they had to promise to take anybody to be allowed to incorporate) then voting it out of existence.  Nice.

On the other hand, nasty.  I could see some of the bottom feeders of the net doing it to K5 just to generate a story for Slashdot.

"Exterminate all rational thought." - W.S. Burroughs
[ Parent ]

Answers (5.00 / 2) (#134)
by rusty on Wed Nov 27, 2002 at 11:57:43 PM EST

preamble: Still not at all impressed by the puppet account. Becoming less impressed all the time.

I apologize for the archives not being up. I have just sent a message to Inoshiro reminding him.

Secondly, the CMF does not yet exist. It has no financial status. I'm disappointed to see you trolling about a "poll tax." Members will pay dues, people who wish to be members and can't afford dues will have them waived if they follow procedures determined by the Board. The users who have expressed an opinion on this are notably more in favor of it than I was. The CMF needs operating income, and it also needs broad-based membership income to qualify for ongoing tax-exempt status. This is by far the simplest way to ensure that voting members are serious about their membership, that the CMF will be able to pay for the costs of running the organization, and that the US government will continue to recognize us as a 501(c)(3).

"Internal operations of the CMF" is meaningless, in my opinion. Running K5 is an internal operation of the CMf. Nevertheless, membership dues will used as the Board designates them to be used, which is the board's job. I think it would be foolish to start writing restrictions like that into the bylaws.

Not the real rusty
[ Parent ]

Please, let's be civil (4.00 / 4) (#144)
by Fictional CMF Audit Commission on Thu Nov 28, 2002 at 02:35:43 AM EST

Preamble: We are not trying to impress you, rusty.

Your apology is accepted.

Though the CMF does not exist yet, the money raised by the K5 fund drive certainly does, and we assume some of it has been spent on consultations with lawyers and accountants. This is perfectly reasonable, of course, just as it is perfectly reasonable to ask how much of that money is left.

If you do not like "trolling" about a poll tax, then we suggest you take steps to make sure the CMF membership dues do not resemble one.

If the CMF will need a broad-based membership income to qualify as a 501(c)(3), then perhaps it could charge a very low fee for voting rights, and ask that members provide a donation for other activities. Ten cents for the vote, and a suggested $19.90 donation, for instance.

We do not think that the phrase "internal operations of the CMF" is meaningless. We think you have a good idea of what we mean by it, and we suspect you understand that we do not mean it to include the operation of K5 (though it does of course include the governance of K5).

With that said, we appreciate the fact that such distinctions might be difficult to express in legally binding language.

Our concern is a broad one, Mr. Foster, but it encompasses a issue rather more specific to yourself. To put it bluntly, we do not think that K5 users who want some say in the governance of K5 should be obliged to fund Rusty's Nifty New Web Project before they are allowed to vote.

There are many ways to raise money for new projects. A good one is to simply ask for it. I'm sure if you just ask directly, many K5 users will be willing to help fund your new foray into Collaborative Media. Charging a high CMF membership fee to people concerned about K5, and then dipping into the money collected for this new venture would, in the long run, sour a lot of people on the CMF. We don't want that to happen.

We have no reason to believe that you were planning to finance your new project through voting fees collected from people concerned only with K5. We are certain, moreover, that you are wise enough to take the steps necessary to make sure you can not possibly be accused of anything so underhanded.

As to the issue of insuring that CMF members are "serious," we suspect that providing real names and addresses will go a quite a long way. Beyond verification of identification, however, we would observe that more money does not indicate greater "seriousness" on the part of any particular member.

We are making every effort to be even-handed in our ongoing Audit. We have every confidence that the members of the provisional board will return the favor.

[ Parent ]

Blah (3.40 / 5) (#148)
by rusty on Thu Nov 28, 2002 at 03:01:06 AM EST

This is an annoying position to be in.

You make good points, which I appreciate. But I don't appreciate the irritating tone you've chosen to adopt. All this "Mr. Foster" this, and the royal "we" sprinkled throughout. It's obnoxious. It makes you sound like snooty fifteen year olds.

I'm sorry, but I'm not going to argue with a secret collective. I will gladly answer any and all of your concerns if you simply act like human beings. It's not hard. Pick a name, be a person, talk to me. I'm here, talking to you with my real name right there above my post. Please afford me the respect I give you. Until then, I appreciate your posts but I won't be responding to them.

Not the real rusty
[ Parent ]

Heh (1.00 / 1) (#150)
by richardo on Thu Nov 28, 2002 at 03:23:02 AM EST

Secret Collective my ass. Substitute "We" for "Lame ass to scared to post under their own name" and you might be onto something. Actually, this reaks of the same tone and writing style used by our antagonist friend(s?) in the vlad wars. Hmm... People are really pathetic.

But thats ok, the collective that controls this account already is onto the collective that controls that account.

May your thanksgiving be a splendid one!

[ Parent ]

Very well, then (5.00 / 1) (#151)
by Ed Slocomb on Thu Nov 28, 2002 at 03:26:29 AM EST

I am a member of the Fictional CMF Audit Commission.

Does this make things better? Can you respond to our concerns now?

[ Parent ]

sure. you mean to silence you within our means? (none / 0) (#194)
by sye on Thu Nov 28, 2002 at 06:03:56 PM EST

commentary - For a better sye@K5
ripple me ~~> ~allthingsgo: gateway to Garden of Perfect Brightess in CNY/BTC/LTC/DRK
rubbing u ~~> ~procrasti: getaway to HE'LL
Hey! at least he was in a stable relationship. - procrasti
enter K5 via Blastar.in
[ Parent ]

Don't indulge (none / 0) (#157)
by medham on Thu Nov 28, 2002 at 05:02:59 AM EST

These rheumatic curs.

The real 'medham' has userid 6831.
[ Parent ]

"Blah" Indeed (4.00 / 3) (#187)
by Fictional CMF Audit Commission on Thu Nov 28, 2002 at 01:30:45 PM EST

If you find yourself in an annoying position, Mr. Foster, then we suggest you've played no small part in putting yourself there.

We understand that you find our tone overly formal, and this is a complaint with some merit, as is our complaint that your treatment of the K5 readership with regard to matters of the CMF has been overly casual.

Though it might be amusing to claim some deliberate connection between your complaint and ours, the truth of the matter is that we had simply hoped at the outset that a wry but polite approach might mitigate some of the sting in our call for greater (and promised) openness on the part of the provisional board of the CMF.

As to the use of the "royal we," please direct your attention to your communiqué of 17 June 2002, which you chose to title "We're broke: The Economics of a Web Community." At that time, the K5 bandwidth was donated, the hardware was donated, the content was supplied free of charge by the users, the software was developed by a team of volunteers, and several people were doing administrative work on a volunteer basis as well.

Given these facts, together with your intermingling of the first person singular with the first person plural in your opening paragraph, the Fictional Commission concludes that the "we" in the title of that communiqué referred to one Rusty Foster, rather than the cast and crew of K5.

Once again, we do not begrudge you a bit of cash for all your hard work, rusty. We merely suggest that you examine your own record before levelling any particular charges of stylistic excess.

The Fictional Commission is somewhat baffled by your stated refusal to respond to our valid concerns until they are delivered by a singular persona in language you approve of. We are at a loss for words to describe such behavior without stooping to terms like "petulance," but we do think the phrase "it makes you sound like snooty fifteen year olds" might work, if you'll let us borrow it :)

[ Parent ]

Good enough is good enough (5.00 / 1) (#158)
by QuickFox on Thu Nov 28, 2002 at 05:38:33 AM EST

Membership fees are a very ordinary solution for this, very conventional. It's so ordinary that you can take it for granted beforehand. There is no reason to treat it as something unexpected.

In my opinion things are developing the way you could expect from the start, except for only the long time between reports and the long time everything takes.

We don't need a solution that gets everyone a completely even democratic influence regardless of their economic status. What we need is a general solution that allows trustable people to do their work as efficiently as possible while ensuring that they are indeed trustable people.

The solution should guarantee that Microsoft can't buy the CMF. It does not need to guarantee that you and I have the same influence. And it must not allow you and me to vote democratically on the color of the logotype.

I probably won't be able to afford a membership, so I won't be able to vote, but I see no reason to worry about that. It's enough that the solution ensures that good people will vote and arrange good solutions.

Rusty is doing a good job to even out the economic difference with his insistence that people who explain that the can't pay should be able to get a membership that way. Also, given that it's about collaborative media, people who can't vote can still get quite some influence, simply by discussing with those who do vote.

It's a website and a media project. It's not a country. It's not an issue of people's civil rights.

Give a man a fish and he eats for one day. Teach him how to fish, and though he'll eat for a lifetime, he'll call you a miser for not giving him your fi
[ Parent ]

Very good. (2.00 / 1) (#164)
by Fictional CMF Audit Commission on Thu Nov 28, 2002 at 06:45:19 AM EST

You bring up an interesting point when you suggest that "Microsoft" should not be able to "buy" the CMF.

This can be interpreted as an argument for lower membership fees.

If some entity with very deep pockets wanted to influence the CMF, they could simply make an offer to a large number of otherwise uninterested people, in which the wealthy entity would offer to pay the membership dues, perhaps together with a bounty paid to the individual, in exchage for an agreement that the wealthy entity would be delegated to vote as a "proxy" for that individual.

We estimate that given present esitmated interest levels and projected subscription rates, less than US$100,000 would be required to "buy" the CMF in this fashion. Microsoft, for one, certainly has that kind of money to burn, if they decide it's worth it.

This sort of "bounty" system is still possible with lower dues, of course, but with lower dues, the individual is more likely to take the vote into his or her own hands.

The Fictional Commission is frankly less concerned with the possibility that the CMF might fall into the hands of a monolithic "Microsoft-like" entity than it is with the chance that the CMF might find itself beholden to a dispersed population of teenagers with wealthy parents willing to give their offspring US$20 to be part of some sort of web-site-club-thingy.

[ Parent ]

I'm not seeing it (none / 0) (#165)
by Rogerborg on Thu Nov 28, 2002 at 06:49:08 AM EST

We don't need a solution that gets everyone a completely even democratic influence regardless of their economic status.

Why not?  Because it's too difficult a problem to solve?  Because it's never been done before?

The solution should guarantee that Microsoft can't buy the CMF.

Why?  What's wrong with that?  Oh, I see, you don't want that do happen.

It's enough that the solution ensures that good people will vote and arrange good solutions.

And it ensures that how exactly?

Rusty is doing a good job to even out the economic difference with his insistence that people who explain that the can't pay should be able to get a membership that way

His suggestion, not his insistence.  All I see here is an intention to look at the possibility of doing that.

It's a website and a media project. It's not a country. It's not an issue of people's civil rights.

Quite right, we shouldn't care about that.  So, why should we care about CMF then?  Remind me, because what I'm seeing here is a bunch of good intentions stifling under a raft of legalese and "good business practice" mumbo jumbo.  K5 is working right now.  If it - sorry, sorry, if "CMF" - changes to become this psuedo-corporate talking shop, it'll shrivel up in a cloud of cynicism and hair splitting and disappear up its own /dev/null faster than you can say "Boo.com".

Rusty makes a very benign dictator. I'd far prefer that to a faux-democratic, psuedo-corporate kludge.

"Exterminate all rational thought." - W.S. Burroughs
[ Parent ]

in good standing (5.00 / 2) (#131)
by btherl on Wed Nov 27, 2002 at 11:31:09 PM EST

How is "in good standing" defined?  In what ways is it possible to go in and out of good standing?

Legalese (5.00 / 2) (#135)
by rusty on Wed Nov 27, 2002 at 11:58:31 PM EST

"In good standing" means dues paid, basically, in whatever capacity it is determined dues are owed.

Not the real rusty
[ Parent ]
Section A (5.00 / 2) (#153)
by boxed on Thu Nov 28, 2002 at 03:35:41 AM EST

I have two beefs with section a:
  • First of all, it should be "gender" not "sex", unless you're implying that it doesn't matter what sexual positions I prefer.
  • I am rather annoyed at the word "race" being used like that. I know you've heard me rant about this before, but RACE DOES NOT EXIST. There is no such thing as race, and the sooner we all realize this, the sooner we can get on with our lives. Or are you meaning Vulcans can also join the CMF?

Race (3.00 / 1) (#161)
by Rogerborg on Thu Nov 28, 2002 at 06:19:39 AM EST

Did you know that New Zealand grants a subset of human rights to primates (chimps, bonobos, urang utans and gorillas) and that (last I heard) they are considering extending that to ceteceans?

There are non-human intelligences right here on earth right now, and some of them could probably write better trolls than turmeric.

"Exterminate all rational thought." - W.S. Burroughs
[ Parent ]

species (none / 0) (#167)
by boxed on Thu Nov 28, 2002 at 07:29:50 AM EST

Well then, if they'd replace "race" with "species" in the wording, that'd be fine. The word "race" is just way too ambigious and misused in modern English.

[ Parent ]
Agreed (none / 0) (#169)
by Rogerborg on Thu Nov 28, 2002 at 07:48:14 AM EST

After all, one of the (correct, biological) synonyms for race is "subspecies".  Let's not go there.

"Exterminate all rational thought." - W.S. Burroughs
[ Parent ]

yea, and subspecies is also rejected... (none / 0) (#171)
by boxed on Thu Nov 28, 2002 at 08:49:42 AM EST

...as a concept that models reality. The terms race and subspecies have no more place in science than "luck" och "god".

[ Parent ]
Umm (none / 0) (#200)
by Rogerborg on Fri Nov 29, 2002 at 06:07:34 AM EST

Subspecies is useful when talking about animals.  You do need some language that distinguishes between beasties.

The problem, as you rightly point out, is that applying animals terms to humans is at best meaningless and at worse badly divisive.

"Exterminate all rational thought." - W.S. Burroughs
[ Parent ]

how is it useful? [nt] (none / 0) (#202)
by boxed on Fri Nov 29, 2002 at 07:02:37 AM EST

[ Parent ]
Or not (none / 0) (#204)
by Rogerborg on Fri Nov 29, 2002 at 01:41:48 PM EST

IANAB.  It seems to have a fairly clear definition but I don't know if it's actually used.  We need to find a biologist and feed him hot fudge sundaes until he blabs.

"Exterminate all rational thought." - W.S. Burroughs
[ Parent ]

actually (none / 0) (#205)
by boxed on Fri Nov 29, 2002 at 06:34:17 PM EST

I just had a rather long argument with one of my cousins who just happens to be a biology systemizer (or whatever it may translate to in english). This means he is one of the people who analyzes dna from different animals and draws up the diagrams of in which order they split off from one and other. It would seem that he does not agree with my definition on species (which is the same as the one listed in the dictionary you pointed to coincidentially). There are multiple examples in nature of two different species that CAN interbreed genetically but there are other means of keeping the species boundary intact. Pretty much all orchids for example, can genetically interbreed but the difference in pollination method is so great that hybridization practically never happens, and when it does the resulting hybrid will have a pollination method that is unique and thus will have no one to procreate with and dies.

He affirmed that whichever definition one chooses for the word "species" it will end up bogus in some way or another. There are for example circular species where individuals can interbreed with other individuals a certain distance from their own home, but not too far. The dominant definition of species seems to be "if two groups have, over time, genetic intermixing then they are the same species". This definition also has some issues of course, but it is a definition that makes the word most meaninful to a biologist.

He brought up one interesting point to show how my definition of "species" is not a good one: we don't really know if humans and chimpansees can interbreed, because we haven't tried. It's rather nasty to even think about, and it's obvious that we have a very powerful species boundary in effect (e.g. human penises are grossly overdimensioned compared to other primates, so any attempt for a human male to fertilize a chimpansee female *shudder* would either not physically work at all or would probably be fatal to the female). It's all very messy, not at all the neat world Lineé tried to give us.

[ Parent ]

Genetic intermixing (none / 0) (#209)
by marx on Sat Nov 30, 2002 at 01:51:00 AM EST

The dominant definition of species seems to be "if two groups have, over time, genetic intermixing then they are the same species".
Since we now have transgenic pigs, this means that humans and pigs are the same species. So now I can finally claim that those who eat pork are cannibals.

Join me in the War on Torture: help eradicate torture from the world by holding torturers accountable.
[ Parent ]

actually no (none / 0) (#212)
by boxed on Sun Dec 01, 2002 at 09:06:48 AM EST

There must be some significant intermixing of genes. There is always a small drift of genes across all species boundaries (even from plant to animal) due to bacterial and viral agents. This is not significant enough and not regular enough to constitute as "gene flow" as it's called.

[ Parent ]
Thanks, very interesting (none / 0) (#211)
by Rogerborg on Sat Nov 30, 2002 at 07:15:42 AM EST

I've had thoughts along these lines myself.  For example, the assertion that all dog breeds can interbreed.  Uh, when's the last time anyone saw a chihuahua / great dane cross?  If we're talking about doing it artificially, then (pushing that principle) eating pork is indeed cannibalism.

"Exterminate all rational thought." - W.S. Burroughs
[ Parent ]

well (none / 0) (#213)
by boxed on Sun Dec 01, 2002 at 09:09:14 AM EST

the thing with grate danes and chihuahau is that over time there WILL be gene flow between the two populations. It will go through the mixing of other artificial "races" of dogs though since that perticular combination is not physically possible, but the gene flow is very real indeed.

[ Parent ]
gender is a euphemism (5.00 / 1) (#168)
by c4miles on Thu Nov 28, 2002 at 07:41:55 AM EST

Until the 19th Century, gender was a purely grammatical term. It was applied to people because talking about "sex" in polite society became less acceptable during this time.
I think my source for this was Bill Bryson's "Troublesome Words", but am not sure.

For the Snark was a Boojum, you see.
[ Parent ]
yep... (none / 0) (#182)
by The Shrubber on Thu Nov 28, 2002 at 11:41:29 AM EST

The Language Instinct by Stephen (?) Pinker has a little rant on this as well.  Personally, seeing "gender" something other than the grammatical term kinda annoys me, gives me images of people who can't say "sex" without going "tee-hee", but i guess if that's what people are used to seeing, shrug

[ Parent ]
You are correct about gender v. sex (5.00 / 1) (#178)
by aphrael on Thu Nov 28, 2002 at 10:32:02 AM EST

However, when it comes to race, you have to realize that a no-discrimination-on-basis-of-race policy is standard boilerplate language in the United States ... and that it may be extremely difficult to get official non-profit status without such a disclaimer.

[ Parent ]
Don't be silly (5.00 / 1) (#188)
by Josh A on Thu Nov 28, 2002 at 02:18:30 PM EST

I like it when people say how things "should" be and then don't give us even a hint of a clue as to why they hold such opinions.

Perhaps it should include both "sex" and "gender expression"...

Thank God for Canada, if only because they annoy the Republicans so much. – Blarney

[ Parent ]
rcae might not exist but racism sure as hell does (none / 0) (#207)
by turmeric on Fri Nov 29, 2002 at 10:58:22 PM EST

and that is kind of more relevant to peoples lives.

[ Parent ]
true, but continuing to behave as if race exists.. (none / 0) (#214)
by boxed on Sun Dec 01, 2002 at 09:11:08 AM EST

... is a sure way to make everyone THINK it exists, which is a sure way to keep racism alive. If the concept of race is riduculed and later forgotten, racism will be hard pressed to survive.

[ Parent ]
Sex vs. Gender (none / 0) (#217)
by kestrel13 on Mon Dec 02, 2002 at 06:54:03 PM EST

In my understanding, in academic circles at least, the term "sex" is used to refer to biological sex, ie, I am female because I have ovaries and whatnot, and the term gender is used to refer to the social construct of differences between the sexes, such as how men and women are thought/expected to act differently in the same situation. So at least according to this definition the term "sex" would be correct. Also, it's "sexism" when you discriminate based on biological sex, not "genderism."

[ Parent ]
True: in academic circles.. and only some of them (5.00 / 1) (#223)
by mordant1123 on Wed Apr 30, 2003 at 03:22:37 PM EST

The Sex:'male/female' ignores the existence of intersexed individuals, questions of whether sex is based on chromosomal evidence (XY versus XX? What about double Y's? etc.) or sexual characteristics (if I have a hysterectomy, am I still a woman?), not to mention how either of these definitions conflict with such legal matters as a 'sexual reassignment' changing the legal status and presentation of an individual.

As well, gender isn't simply the social construct of 'differences between the sexes'-- it's both more complicated, and more general. Gender's not just the differences between the sexes, but the societal expectations that are applied to a gender that often percolate onto the sexual stereotypes for those of a given gender, thus giving rise to this misconception.

And I'd argue that while sexism is the discrimination based on biological sex, often 'sexism' is conflated with attempts to impose roles (i.e. a gender).

"There is no intellient opposition to white nationalism." - Johnny Walker
[ Parent ]

More thoughts on the by-laws. (5.00 / 5) (#156)
by dram on Thu Nov 28, 2002 at 04:18:13 AM EST

So I had written up a nice long comment and when I went to submit it Mozilla crashed on me. I guess 1.2 didn't get any more stable than 1.1. Anyways, let me start with things that I found while reading the by-laws and then go on to other thoughts I had after I read comments. I know I will be saying things that others have already said, but I also have things that I didn't catch in others comments, so give it a read through.
  • Article IV, Section I. "Regular Meetings of the Board of Directors may be held at such times and at such places, either within or outside the State of Maine, as may from time to time be determined by resolution of the Board." needs to say " Regular Meetings of the Board of Directors may be held at such times and at such places, either within or without the State of Maine, as may from time to time be determined by resolution of the Board."
  • Same section last three words need to be removed.
  • Article IV, Section J. "Special meetings may be held at such place, either within or outside the State of Maine, and at such time as shall be specified in the notice of meeting." should be "Special meetings may be held at such place, either within or without the State of Maine, and at such time as shall be specified in the notice of meeting."
  • Article V, Section A. "A Director may be elected an officer." Does this mean the can hold both posts simultaneously? Should be spelled out a bit better.
  • Article VII, Section B. Last three words of section must be removed.
Now for my other thoughts, hopefully I remember what I said in my other comment.

First off, I think that amendments should be changed to a 2/3rds vote in accordance with §43 of Robert's Rules of Order.

Secondly, the method of voting for Members of the Board should be specified. Say something like "Voting Ballots will be mailed to members address on file thirty (30) days prior to the annual meeting. All ballots must be returned to corporate headquarters no later than five (5) days prior to the meeting so as to be tabulated and verified prior to the meeting."

Lastly, I think the by-laws are sufficiently precise and vague to allow for the board and membership to build a foundation to their own liking, while keeping the vision of the founder.

One thing I would suggest Rusty do while he is still in firm control over the CMF is write out a vision statement or statement of purpose and have it adopted by the board and membership.

Other than that I think the by-laws are very good. Thank you Rusty for getting this out to us and letting us comment on it. I look forward to reading the next draft and finally getting this CMF thing off the ground.


Voting Ballots... (none / 0) (#185)
by aziegler on Thu Nov 28, 2002 at 12:10:39 PM EST

Because the CMF can have international members, the mail-in ballots should be sent out sooner than 30 days out; more like 45 - 60.


[ Parent ]

Ok, I'll believe this. (none / 0) (#189)
by dram on Thu Nov 28, 2002 at 03:07:11 PM EST

I have never sent anything through the international mail, so I don't know how long it takes. I just think of the mail taking 3-4 days each way. So good suggestion.


[ Parent ]
it depends on the country (none / 0) (#196)
by aphrael on Thu Nov 28, 2002 at 11:57:00 PM EST

first-class mail from the US to germany takes about a week each way. first-class mail from the US to Spain might take a month; the Spanish post office is notoriously slow.

[ Parent ]
What exactly is the problem (1.00 / 1) (#166)
by Rogerborg on Thu Nov 28, 2002 at 06:56:56 AM EST

With retaining rusty as a benign dictator, then letting K5 die when he decides to devote more time to sailing on the SS Kuro5hin?

rusty made K5, and he still makes K5 what it is.  Some para-legal psuedo-corporate quasi-democratic kludge isn't going to hack it.  All I see here are good intentions stifling under a soggy blanket of legalese and unclear intentions.  It's just too vague (and Legalese) for me as a K5er to identify with, and if I don't identify with it, why on earth would I care about it, other than for the nostalgia value?

K5 under rusty is superb, and I'll miss it when it's gone.  But let's give it a clean death, not this misguided zombification process.

You want an alternative that embodies the K5 spirit as I see it?  Set up the CMF to do nothing but sell shirts that say "I sunk $20 into the CMF and all I got was this lousy shirt".  That's the kind of artistry I expect from rusty, not doomed pretentions of sustainability for the beautiful folly that is K5.

"Exterminate all rational thought." - W.S. Burroughs

But Kuro5hin already has something similar (5.00 / 3) (#172)
by QuickFox on Thu Nov 28, 2002 at 09:30:46 AM EST

Kuro5hin already has a bunch of boring legalese somewhat similar to the one proposed here. The only difference is that this one is discussed publicly.

Boring wordy legalese exists behind everything. Behind every store and café and movie theater that you see, behind every cool CD and wonderful movie, and so on and on and on. For every establishment or whatever that you see, there is a bunch of boring legal paragraphs quite similar the ones proposed here, and a huge bunch of other excruciatingly boring papers, like bookkeeping and such. Also for every product there is a thick bunch of boring paper, though different.

Kuro5hin is no exception. Until now, and still for a few months more, Kuro5hin is an incorporated company or whatever it's called in the US, I don't remember the exact English term, but what it means is that already there is a bunch of legalese quite similar to the one proposed here, a bunch that regulates Kuro5hin as it is now, plus the death-defyingly boring bookkeeping.

You have this whenever a lot of people create some organization to do something together, and also whenever there is some kind of entity with a relationship with tax authorities and such. This is how you specify what the entity does, what responsibilities and expectations it has, who does what within it, and so on.

The reason is quite simple. The papers allow everyone to see and agree on what it's all about. Doubts and disputes and various problems are often solved quickly by looking at the papers and saying "Look, this is what we agreed on." If you don't have the boring papers in good order you'll spend vast amounts of time and energy on doubts and disputes. It may be boring, but in the long run it saves enormous amounts of time.

This is how society is built. It's how things are done. I think bylaws have been somewhat similar to this at least since Roman times, maybe much earlier. Pharaonic Egypt had elaborate bookkeeping. I think as soon as writing was invented it was almost immediately used for bookkeeping. It may be horrifyingly boring, but it really is very useful.

Give a man a fish and he eats for one day. Teach him how to fish, and though he'll eat for a lifetime, he'll call you a miser for not giving him your fi
[ Parent ]

Please don't be so patronising (none / 0) (#201)
by Rogerborg on Fri Nov 29, 2002 at 06:39:42 AM EST

I'm not a child.  We all know that this is the way it works elsewhere.  But why exactly should we do it here?  Because we want to be the same as everyone else?  Bzzzt, wrong answer.

You're ignoring the thrust of my argument, which is that rusty is K5.  Replacing him with a committee is simply delaying the inevitable, because if we change what k5 is by incorporating it, we'll lose many of those that like it fine the way it is.  I'd suggest that the first time an editor acting under the instructions of a CMF lawyer removes a potentially libellous or copyright breaching post, we'll start the slide.  Yes, I have read the current T&C, and yes, I know that rusty can already do that, but the point is that rusty doesn't do it (I know from personal experience), because he doesn't have a lawyer whispering in his ear.

Once that happens, good luck attracting new people, because we'll need something pretty damn special, the google of blogs.  Do you think a committee meeting once a year is more likely to produce that than rusty's 24/7 attentions?

If I can use your example of pointing out the bloody obvious, look at Slashdot.  It used to be a fun, constructive site.  Under OSDN, it's become an abode of trolls and bleating sheeple, run by a bunch of editors that would get fired from a high school paper for incompetence (four duplicate stories in the last week alone).  Explain that any way you like, but I track the decline from the moment that Rob Malda got tied up in legalistic red tape and stopped saying "Fuck you, it's my site and we're doing it this way."

I'll have your apology when 90% of k5's non-troll readers leave six months after rusty does.

"Exterminate all rational thought." - W.S. Burroughs
[ Parent ]

listening to lawyers (none / 0) (#203)
by aphrael on Fri Nov 29, 2002 at 11:16:40 AM EST

well, then, it all depends on who gets elected to the CMF board, doesn't it? :)

Basically, though, the problem is that Rusty can't pay attention 24/7; he'd like to have a life. And he could get killed on his yacht(tm). Where would K5 be if that happened? And isn't it worth putting together a structure to try and preserve it, in that case?

I understand your fear of a timid board caving in to lawyers. But I see no reason why things need to be that way; a board of honest people drawn from the K5 community could be just as likely to protect the interests of K5 as Rusty would be.

we'll need something pretty damn special, the google of blogs

That sounds like an excellent CMF project. :)

[ Parent ]

hrmph (none / 0) (#206)
by turmeric on Fri Nov 29, 2002 at 10:56:36 PM EST

i dont agree with your slashdot history. iirc mr. malda had several open 'debates' about where /. could go , to get rid of the trolls and hot grits and so forth. he tried several things, eventually coming up with a hand-picked team of 'moderators' (as opposed to a user picked team of moderators... ) which sort of reflects his final decision about the thing, he likes control.

this was iirc a few months (years) before OSDN took over, so i dont know, it seems to me like he ways saying 'fuck you im going to go to OSDN'.

anyways, whatever. this lawyer /libel thing fascinates me, esp the international aspect. in china its illegal to say alot of things, in europe its illegal to glorify hitler, in the US its illegal to talk about the president in a certain bad evil way. the lawyers would have to be experts in which jurisdiction? and what exactly are the lawyers going to do if the board decides 'screw you laweyrs'? ?? ? ? otoh i have to wonder how much shit rusty has got from various people trying to pressure him.

[ Parent ]

No, they won't replace Rusty (none / 0) (#210)
by QuickFox on Sat Nov 30, 2002 at 03:22:50 AM EST

Patronising? Oops, I'm sorry! I really didn't mean anything offensive. Maybe I get carried away, because I find it fascinating to think about things that span the generations back to the Romans and back to the invention of writing. So maybe I get carried away painting the picture.

Also note that there are lots of people here who show that they're not aware of these things. I can't know particularly about you. In fact the way you say it does make it sound like it needs explaining. It does sound like you mean that Kuro5hin could be maintained and survive without boring legalese.

But let's put that aside since it wasn't your main thrust anyway.

You're talking about the Board replacing Rusty, but that's not the intended goal, quite the contrary. Rusty expects to stay, he expects the Board to have him keep running Kuro5hin just like he's done until now. This has been clearly stated from the beginning. I'm sure we all expect this, because I can't recall seeing any dissent on that point.

He does give the CMF the power to remove him. It just doesn't seem likely that they will.

One reason for creating the CMF is precisely to avoid change. It solves problems and arranges formalities in such a way that Kuro5hin is likely to survive just like it's been until now, with Rusty at the helm and all.

I don't know why this is so. I don't know any details of what non-profit means in the US, and here in Sweden we don't have anything similar, there is no non-profit status that makes donations tax deductible. But I'm not particularly worried about this decision since it was thoroughly analysed by Rusty, together with his wife who is some kind of expert I think, and it was discussed quite thoroughly here on Kuro5hin.

If you're worried that the CMF will remove Rusty from the helm I suggest you check what the Kuro5hiners say about this, and if necessary explain to them that he must stay.

I do agree with you that Rusty must stay.

And no, I won't apologize for my opinions, except of course I do apologize if I sounded offensive, that definitely wasn't my intent.

Give a man a fish and he eats for one day. Teach him how to fish, and though he'll eat for a lifetime, he'll call you a miser for not giving him your fi
[ Parent ]

One Stone, Two Birds. (5.00 / 4) (#170)
by Ranieri on Thu Nov 28, 2002 at 08:03:51 AM EST

Members shall be admitted to membership upon (1) receipt by the Corporation of the member's legal name and postal address ...

Since membership requires a proof of identity, I suggest we kill two birds with one stone and give the aspiring member the option of submitting a public key fingerprint together with the membership request. The resulting CMF/CA could then be used for practical purposes, such as voting through electronic absentee ballots and lots of other wonderful things that can be accomplished through thoughtful use of cryptological primitives.

Of course this should be an option, not a requirement. Those unwilling or unable to use cryptographic software for whatever reason should never be prevented from participating in any CMF event.
Taste cold steel, feeble cannon restraint rope!

Question about the initial Class-D Directors. (none / 0) (#197)
by dram on Fri Nov 29, 2002 at 12:02:20 AM EST

My first question is, do you (rusty) need to be appointed by yourself to be a director?

The second question makes no sense if the answer is no, but if the answer is yes, which of the interm board members will get cut?

Of course I am assuming that you would keep the same people, this might be an erroneous assumption but I think it would be rude to pick other people if these same people would want the job.

Anyways, those are my questions.


rusty i put my trust on you... (none / 0) (#199)
by johwsun on Fri Nov 29, 2002 at 02:15:19 AM EST


A few comments (5.00 / 1) (#218)
by FlipFlop on Wed Dec 04, 2002 at 05:08:38 PM EST

The bylaws don't reflect CMF's online nature at all. Seeing as you're planning for an international membership, shouldn't meetings be conducted online? Shouldn't all official email (meeting notices, votes, etc.) be cryptographically signed? The bylaws should require all financial statements be posted on the CMF website (including salaries and other compensation to employees).

Members need some way to ensure their vote was counted. You could either go through a neutral third-party, or you could find some technological solution (like posting all votes on the web).

Article III. Section E. Rules

Should specify which edition of Robert's Rules of Order. Is there a public domain equivalent? Perhaps the forth edition (from 1915). It would be best if the rules were posted on the internet. Also, if CMF holds meetings via teleconferencing or IRC, are Robert's Rules of Order appropriate?

Article IV. Section L. a majority of the Directors shall be necessary and sufficient to constitute a quorum

If directors come from all over the world, how likely is it that a majority will show up at any meeting?

a majority of those present may adjourn the meeting from time to time without further notice to any absent Director.

If a meeting is going to be continued at a later date, it would be a good idea to post a notice on the CMF website.

Article IV. Section I. ..unless specifically required by law or these Bylaws. of this Bylaw.
Article VII. Section B. with the requirements of this of this Article. of this Article.
Article IX. Section B. who is or was serving at the request of the Corporation as a Director, director, officer, employee,

Needs to be reworded.

Article X. Amendments

Proposed amendments to the bylaws should be posted for public comment before they are voted on.

The board should not be able to amend the bylaws, unless the amendment was mentioned in the meeting notice. Also, amendments should require a super-majority of board members, and CMF members should vote to approve the amendment.

AdTI - The think tank that didn't

Online Voting and Meetings (5.00 / 1) (#219)
by cronian on Sat Dec 07, 2002 at 10:42:29 PM EST

I think it would be a good idea to try have voting and meetings online. ICANN pioneered online where they required a postal address where they sent information so that you could vote online. I see no reason why K5 couldn't do that same and it would help save on postage and time.

A new scoop site could created to facilitate the actual running of the organization where issues could posted and discussed. If an issue then needed to be voted on by the membership base, it would first have to get on the scoop site and then receive petition support from the membership which could be extraodanarily high since the petition process would be relatively painless. This would serve as a place to decide issues and meetings might be kept more as a formality.

Physically meeting can be really expensive especially if people don't live near each others. It would be better to have an IRC like meeting for the membership although if they are more a formality proxy voting might not matter. I think the board could meet only as well but conference calls would probably suffice since it would relatively small.

I understand that this organization would be an umbrella for many different projects. I don't if it necessarily needs to be part of the bylaws, but it might make sense to provide some sort of autonomy for the projects run by the organization. However, I think people should be able to be a member of the project itself would probably also involve membership in the CMF with a certain part of the membership going to CMF and some going to the individual project. You could probably set this up so that there would different membership fees for different projects but you would only pay the CMF fee once.

In order for CMF to further its goals, it would probably helpful if you made some simple process for various projects to join the CMF. I don't completely understand its aim, but if someone starts some innovative collaborative media projet it would be nice if they coud put it up for consideration for joining the CMF, and it is important to decide who will decide. Should the members decide themselves, the board, organization's staff?

You could even make some sort of charter requirements for associated projects that structure. If you did this then the individual projects would have their own governance structure. This could then be applied to K5 to give it some degree of autonomy. If Rusty is no longer involved in K5 then who decides when changes should be made to the site? Should K5's users decide directly and how should that be implemented?

I think if it is going to be the Collaborative Media Foundation then it probably makes sense for its operation to be collaborative. As far as finances are concerned, I think that they should all be posted to the web. I suggest using some web based accountng system and then just making it publicly available for scrutiny. Likewise, needs could be made publicly listed so that earmarked donations and cost saving ideas could be made. I think this is interesting project. Good Luck.

We perfect it; Congress kills it; They make it; We Import it; It must be anti-Americanism
Draft of the Collaborative Media Foundation Bylaws | 223 comments (207 topical, 16 editorial, 0 hidden)
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