MeFi Business/Legal Update October 3, 2023 7:52 AM   Subscribe

Thanks for your patience as I have worked through talking with lawyers who talk with their experts. This is a substantive update with some news and some questions for the community. The short form is: everyone on the team of people I spoke with agrees that MeFi could potentially be a non-profit organization (with the ultimate determination being made by the IRS). Now we need to decide how to move forward and make MeFi into a community-run organization. I'll give some backstory and a "where we are with this" situation inside.

I wanted to speak to the team and give a heads-up to the Steering Committee before putting something in MeTa. Here's some backstory--feel free to skip if you know this part--and some suggested next steps.

Backstory

MeFi was an Oregon-registered corporation, owned by mathowie and then by cortex, until September of last year. cortex had worked with a Transition Team to help outline a plan for him to no longer be running the site. A lot of work and decisions were made and they have my gratitude. That plan was to create a Steering Committee to oversee large-scale site stuff, have loup manage the mod team and development, and me do "legal and paperwork" and be the on-paper site owner with a new single-owner LLC. This was bumpy for a number of reasons:

- Transfer of documents and "assets" took a while, which led to a "who is in charge?" period.
- Partly as a result of that, the SC was tossed into a situation where an immediate fundraising effort was necessary. While they rose to this challenge approximately a year ago, and the site continues today entirely due to their work during this time, it was a bad situation for them, unsustainable, and they specifically have my apologies for that as well as my supreme thanks.
- During the time that would normally be SC election time, the issue was raised about whether we could even have volunteers doing work for a for-profit company and the legal answer was "No." The SC structure was suspended while I worked through alternative options.

Current Situation

While I was not privy to the discussion about MeFi and non-profitness before (except as a site member), I decided to give it another go based on community input. I enlisted my lawyer and we consulted with other lawyers as well as accountants and think it should be viable. This could have some concrete benefits.

1. Actual community-run site. A non-profit board would have actual power over money, staffing, development, and decision-making
2. Donations could be tax deductible, giving more options for donors, soliciting funds, etc.
3. Less expensive productivity tools (Slack and Google tools become free for example) leading to lower site costs
4. Volunteers can help with the site legally

It's similar to the SC role except the one major part where the people on the board have legal ownership of and obligation to the business entity. I wanted to run this by both the mod/dev folks as well as the SC and give them a chance for feedback before talking about this here. I'm aware this will not be a panacea for all of MeFi's issues, but it could set us on a path that is sustainable.

MeFi is in a strong position now compared to a year ago at this time. There's money in the bank, there's a legal organization with documentation and clear ownership lines. I feel like our main issue is one of capacity as well as a related issue of follow-through. Addressing the former means we can work on the latter.

Nitty Gritty

(Some of this is copied from my email to the SC) What this would specifically mean is that a new business entity would be created. That business entity would apply for non-profit status both with the state and with the IRS. I have excellent legal advice and help for this part, though it will take some time. If non-profit status is approved, MeFi LLC (the current structure) would transfer its assets to MeFi Community (or Friends of MeFi or whatever a name should be).

Since the new entity is NOT MeFi LLC, volunteers can be involved in the start-up process for this new entity. This would include getting a bank account running (MeFi LLC could offer some startup money for expenses), setting up accounts to prepare for transfer of stuff, spinning up committees, and that sort of thing. The good work the SC has already done can be a foundation for this. To my mind, the SC can be involved if they choose to be. The other major question is who would like to be involved?

This is where we are. I have some FAQ-type answers below in the first comment and I'll be available to answer questions, though there will definitely be some lag time.
posted by jessamyn (staff) to MetaFilter-Related at 7:52 AM (182 comments total) 113 users marked this as a favorite

A few faq-type things for people who have questions.

- Can people from non-US locations be part of this entity?

Yes. My lawyers indicated that while it's probably important for the majority of board members to be from the US, that doesn't preclude non-US folks from being on the board or serving in other capacities.

- What happens to MeFi LLC?

It would stay a legal entity until the transfer of all assets took place and then it would dissolve.

- How involved are you (jessamyn) going to be?

I'd like to be hands-on in helping with the transfer in my usual "legal and paperwork" way and I can provide guidance and work with the non-profit setup since I have access to lawyers who are well-versed in the situation. I would prefer not to be on governance of the new entity since I think the community needs to see this as an actual transition, but I am happy to still advise and be as involved as seems practical. MeFi is my home and that's not changing.
posted by jessamyn (staff) at 7:55 AM on October 3, 2023 [70 favorites]


One more I remembered

- What would be the restrictions of a non-profit entity?

The really big one is a ban on political campaign intervention. You can read more about that by the IRS here. This would restrict the business from campaigning for or against a person. This doesn't mean there can't be conversations about political topics or people, just that the site, as an entity, can't tell people how to vote. Conducting voter drives is fine. I'm not sure if MeFi has ever done this in the past (I vaguely recall there was some "MeFi says vote for Obama" thing perhaps?) but I don't see it as a major restriction that would materially change things here.
posted by jessamyn (staff) at 8:32 AM on October 3, 2023 [36 favorites]


This is great news! Thank you so much for everything you have done. A new structure is certainly not a cure-all but it would go a long way to clarifying responsibility and authority.
posted by rpfields at 8:42 AM on October 3, 2023 [8 favorites]


Thanks for putting in all the hard work on this Jessamyn — and everyone else.
posted by terrapin at 8:43 AM on October 3, 2023 [25 favorites]


Thank you so much for this hard work, Jessamyn.

For the political campaign aspect, I don't see any reason why Metafilter couldn't hold itself to the same standards as, say, the League of Women Voters. You've gone over the paperwork more recently than I have, Jessamyn; is that a reasonable comparison to make for Metafilter's level of political engagement?
posted by sciatrix at 8:46 AM on October 3, 2023 [2 favorites]


As much as I love them, The League of Women Voters has a slightly different legal structure, they are a 501(c)(4), and donations to them are not tax deductible. The structure we'd be looking at is 501(c)(3), as an educational organization, and you can read more about the specific restrictions here. So users can say whatever they want (within the limits which already exist on the site), but if the organization speaks AS the organization there are some restrictions.
posted by jessamyn (staff) at 8:53 AM on October 3, 2023 [27 favorites]


As they say, better late than never. Glad to hear non-profit status wasn't such a crazy idea after all!
posted by bitteschoen at 9:09 AM on October 3, 2023 [13 favorites]


Ah, I see that! That's actually less restrictive than I was presuming, so that works quite well. Thank you for the clarification!
posted by sciatrix at 9:10 AM on October 3, 2023 [1 favorite]


Thank you, Jessamyn. I know I’ve been vocally grumpy and skeptical on meta, but I really appreciate this update, both for the content (cool!) and for, well, having it at all.
posted by Alterscape at 9:14 AM on October 3, 2023 [5 favorites]


Thanks for your work on this, Jessamyn.
posted by grouse at 9:17 AM on October 3, 2023 [4 favorites]


I really appreciate your leadership, on this issue and in general. Thanks.
posted by eirias at 9:22 AM on October 3, 2023 [18 favorites]


That’s a great update, thank you. I’m sure you want them to speak for themselves but are there any members of the SC who have expressed interest and time in doing the work of/taking a leadership role in starting up a/the non-profit?
posted by warriorqueen at 9:22 AM on October 3, 2023 [5 favorites]


Solid plan and nicely written up!
posted by michaelh at 9:23 AM on October 3, 2023 [4 favorites]


I'm quite new to MetaFilter but I appreciate this as a pivotal moment for the community

an emphasis on community coordination and governance comes with its share of questions/challenges, but from what I can tell it's the natural progression of things.. we live or die based on what we're putting into this community
posted by elkevelvet at 9:37 AM on October 3, 2023 [6 favorites]


Great news! Thank you for the update and clear explanation.
posted by *s at 9:42 AM on October 3, 2023 [1 favorite]


Fantastic! Excited for the future! Thank you for all the hard work on this.
posted by tiny frying pan at 9:47 AM on October 3, 2023 [2 favorites]


What state would Metafilter Community be registered in? I know how to do some stuff for Washington State, but no-where else. I imagine there are others with state-specific knowledge.
posted by bq at 9:50 AM on October 3, 2023 [1 favorite]


This is great news, thank you!

Perhaps it might be worthwhile putting a link to this post on the banner, for better visibility?
posted by siskin at 9:57 AM on October 3, 2023 [9 favorites]


Wow! This is great news.

I'm very glad to hear that none of the concerns raised previously turned out to be valid.

So, just for the record: FUCK TRUMP. Vote Democrat.
posted by bondcliff at 10:17 AM on October 3, 2023 [28 favorites]


I really appreciate this news, and I also want to share my perception that everything jessamyn touches on the site gets better, and the whole community benefits. I appreciate you.
posted by Snarl Furillo at 10:17 AM on October 3, 2023 [30 favorites]


this is cool and good
posted by dismas at 10:26 AM on October 3, 2023 [2 favorites]


I'm very glad to hear that none of the concerns raised previously turned out to be valid.

It sounds like the IRS still gets to weigh in.
posted by paper chromatographologist at 10:28 AM on October 3, 2023 [4 favorites]


I'm very glad to hear that none of the concerns raised previously turned out to be valid.

Ok but can we get This WHOLE GODDAMNED WEBSITE is a prohibited political campaign activity. bumper stickers or t-shirts?
posted by Nonsteroidal Anti-Inflammatory Drug at 11:08 AM on October 3, 2023 [33 favorites]


I'm very glad to hear that none of the concerns raised previously turned out to be valid.

That whole comment sure is something.... And that's from a lawyer ?
posted by Pendragon at 11:10 AM on October 3, 2023 [9 favorites]


Also huge appreciation to jessamyn for continuing down this path of discovery. It's obviously had a lot of complications along the way and I think the fact that she's sticking with it reflects how strongly she believes in this vision of what MeFi could be. Thank you!
posted by Nonsteroidal Anti-Inflammatory Drug at 11:13 AM on October 3, 2023 [13 favorites]


Just also wanted to say thanks, jrssamyn, SC, and everyone else involved in examining this option.
posted by EvaDestruction at 11:17 AM on October 3, 2023 [2 favorites]


This is great news! Will the new nonprofit entity be formed in Vermont or in another state? (Just curious; no opinion either way.)
posted by ohneat at 11:34 AM on October 3, 2023


might be worthwhile putting a link to this post on the banner

Good point, will do.

And bq/ohneat, I am not sure. It's one of the things that I think would be good to have a conversation about. My lawyer has offered to register it or help me register it in Vermont which would be the simplest, but I'm going to reach out to a few of our community's local non-profit-knowledgeable folks to make sure there's nothing I am missing in this regard.
posted by jessamyn (staff) at 11:35 AM on October 3, 2023 [10 favorites]


Adding my thanks to Jessamyn and the SC and everyone else keeping this place running!
posted by gentlyepigrams at 11:36 AM on October 3, 2023 [1 favorite]


Ok but can we get This WHOLE GODDAMNED WEBSITE is a prohibited political campaign activity. bumper stickers or t-shirts?

I am enthusiastically pro-this-idea, especially if we can get it on the "Doug Burgum through the eras" background from yesterday's FPP.

If this is anyone but Taylor Swift, you're stealing my bit.
posted by Mayor West at 11:38 AM on October 3, 2023


Back in the day.
Miko for President! (Or is that not allowed?)
posted by Ideefixe at 12:14 PM on October 3, 2023 [7 favorites]


“I am enthusiastically pro-this-idea...”

It's probably not a good idea to taunt the IRS, especially since I'd imagine some of the people who don't like MetaFilter will be regularly filing the Tax-Exempt Organization Complaint (Referral). I'd expect the IRS to not care and have bigger fish to fry, but that bumper sticker or whatever sure wouldn't help.

Taunting EM is fine, though.
posted by Ivan Fyodorovich at 12:30 PM on October 3, 2023 [3 favorites]


Can you address what legal or financial liabilities the members of the board could possibly incur personally?
posted by DanSachs at 12:33 PM on October 3, 2023 [4 favorites]


This all sounds great, Jessamyn!

The one potentially scary thing is there no longer being a long-trusted community member acting as a backstop in case things were to go totally off the rails.

If nothing else, I'd imagine the board being run on consensus (or consensus-minus-one, etc.) should be written into the initial set of bylaws, itself only alterable by consensus (or etc.).
posted by nobody at 12:43 PM on October 3, 2023 [1 favorite]


If I understand this, the board would be the legal owners of Mefi?

If that's the case, I'd really like to know more about governance. How big is the board, how is it selected? Is it simply the SC? In what way is the board responsible, or not, to the community as a whole? What happens when real life intervenes and a board member can't participate?

FWIW my wife is president of our condo association, and a lot of the same issues come up, and are addressed in some pretty lengthy documents and state laws. I would not underestimate how much work the board needs to do. And there really need to be mechanisms for accountability.
posted by zompist at 12:46 PM on October 3, 2023 [10 favorites]


Can you address what legal or financial liabilities the members of the board could possibly incur personally?

It's typical for non profit board members to be insured by the non profit.
posted by aniola at 12:48 PM on October 3, 2023 [14 favorites]


jessamyn: My lawyers indicated that while it's probably important for the majority of board members to be from the US, that doesn't preclude non-US folks from being on the board or serving in other capacities.

For a MeFite who isn’t an American, I don’t quite know how to feel about this. On the one hand, it’s nice we won’t be excluded, on the other, it’s a bit worrisome to hear that a majority will always be American.

Now, I recognize that the majority of the userbase is American, and probably always will be, so it’s kind of a moot point, but it’s uncomfortable to hear that this new ownership model will legally restrict participation in MetaFilter governance by MeFites who don’t live in the US.

All that said, I do think this is probably a good step, and that no ownership structure will ever be perfect, and I don’t want perfect to be the enemy of the good.
posted by Kattullus at 1:21 PM on October 3, 2023 [17 favorites]


Now, I recognize that the majority of the userbase is American, and probably always will be, so it’s kind of a moot point, but it’s uncomfortable to hear that this new ownership model will legally restrict participation in MetaFilter governance by MeFites who don’t live in the US.

There can be ways around this so that the board does not equal the governance structure. For example, I was a part of a small collective who really wanted to be fully consensus-based. The legal solution for that was to make the board of directors unable to have any power as board members beyond the legal bare minimum (filing some annual paperwork, for example) doing what they were directed to do by the consensus-based decisions of the meetings (and anyone was allowed to attend meetings).
posted by aniola at 1:26 PM on October 3, 2023 [12 favorites]


Thanks for the update, and for all that you do.

For Vermont: Chamber of Commerce guide nonprofit primer (Common Good), board member responsibilities (Vermont Attorney General), & taxes (Vermont.gov). Nonprofits and independent audits required by state law, at Council for Nonprofits; Vermont has an SOS reporting requirement (11 V.S.A. § 16.22).

NonprofitHub.org has general resources, including guides, courses (nonprofit accounting essentials), & an annual conference w/ virtual attendance.

Will continue to vote #1 quidnunc kid in my heart.
posted by Iris Gambol at 1:52 PM on October 3, 2023 [17 favorites]


Those of us who've worked in nonprofits, cooperatives, and collectives know that good governance processes are essential. (For instance I cringed at the mention of full consensus, and at the idea that the directors will just handle paperwork and leave all decisions to the community as a whole. These aren't necessarily bad ideas, but there's a lot of nuance and detail that needs to be worked out to avoid hamstringing the community later on.) I beg and plead Metafilter to hire a consultant, someone like Miko perhaps, who has experience not just with nonprofits but in establishing the bylaws, community governance procedures, etc as they embark on this transition.
posted by knucklebones at 2:15 PM on October 3, 2023 [59 favorites]


Good point about consensus, knucklebones (and the other issues to be worked out too). A while back I made a comment with some info about consensus - an often-misunderstood principle - that is worth reviewing.

Also fully agree that having someone guide MeFi through its formation phase is a good idea and will save a ton of wheel-inventing time and guard against burnout. Appreciate the props, knucklebones, but that shouldn't be me. Someone totally disinterested will do a lot better.
posted by Miko at 2:21 PM on October 3, 2023 [42 favorites]


I like Miko's primer on various consensus types.

All I'd want to avoid is large site-direction changes being voted in by a bare majority of board members, especially if at some point down the road (and we may be nearly there already), the number of people volunteering to run for board member spots ends up being barely larger than the number of seats.

Whatever the actual procedures put in place, I'd just hope that goal/concern is kept in mind.
posted by nobody at 2:49 PM on October 3, 2023


it’s a bit worrisome to hear that a majority will always be American.

Oh, come on now, when has America ever let anyone down?
posted by bondcliff at 2:49 PM on October 3, 2023 [13 favorites]


This is great news, thanks for your work and update Jessamyn! I will note that Jessamyn did not mention “full consensus” or otherwise and so it’s a bit premature to think that’s what would happen.
posted by adrianhon at 3:02 PM on October 3, 2023 [5 favorites]


If I understand this, the board would be the legal owners of Mefi?

Non-profits don’t have owners. They have employees - which includes the executive director, the people who do stuff, etc. They also have board members - who are often unpaid volunteers. Board members have a fiduciary duty to the public to oversee the operations of the nonprofit and make sure that the funds being donated are being used appropriately. To that end they meet periodically to hear from the Executive Director, possibly review financial statements, and approve important actions like loans. It’s also their job to remove the ED if necessary.
posted by bq at 3:22 PM on October 3, 2023 [18 favorites]


Ultimately, the people "own" nonprofits, through their charters with the state. The board are the stewards on behalf of the people.
posted by Miko at 3:24 PM on October 3, 2023 [11 favorites]


Though even that doesn't make anyone an actual owner. It's just a public responsibiity structure, not an ownership one.
posted by Miko at 3:25 PM on October 3, 2023 [5 favorites]


I am not speaking for or against nonprofitizing MeFi. There are, however, a few things I do want to make sure are on people's radars.

1) It is really, really important that whoever is on the Board of Directors have at least some experience in nonprofit governance, and that includes the boring shit, like Robert's Rules of Order, how to run a meeting, and how to take minutes that contain the legally required information.

2) The BoD will have to run in some ways in accordance with nonprofit/business law and for the love of god cannot work on consensus, trust me, I fucking swear it. In some ways this is good; in other ways it will absolutely annoy people.

3) Directors, even on nonprofit boards, have fiduciary duties to the corporation as well as to the public. Sometimes that is going to mean that things can't be transparent. People are going to freak out really hard the first time that comes up, but it doesn't necessarily mean anyone's doing anything wrong.

4) It would in fact be possible to have an advisory board that consulted with the BoD to avoid having totally US-centric focus. However, US law would still need to be followed. Take that for what you will.
posted by corb at 3:28 PM on October 3, 2023 [40 favorites]


I’d recommend that the org join whatever Association of Non-Profits is state -appropriate - mine has some free professional development content for board members and other nonprofit leaders.
posted by bq at 3:34 PM on October 3, 2023 [2 favorites]


I guess this means the dream of jessamyn as benevolent dictator is dead. Totally understandable that she doesn't want to take on that role, though of course that's a big part of why she'd be perfect for it.

Nevertheless, I'm interested to see where this community-led approach takes us.
posted by otsebyatina at 3:43 PM on October 3, 2023 [2 favorites]


Mixed feelings on this. I feel like this could either save or kill Metafilter. Time will tell!
posted by Larry David Syndrome at 3:44 PM on October 3, 2023 [4 favorites]


I feel like this could either save or kill Metafilter.

At this point it's kind of like a parachute. Sure, you can die while parachuting but if the plane is going down in flames anyway...
posted by bondcliff at 3:46 PM on October 3, 2023 [14 favorites]


(But...it's not going down in flames.)
posted by nobody at 3:54 PM on October 3, 2023 [4 favorites]


Ok, fine, the passengers keep disappearing and the ones who are left are fighting with each other. The guy in Seat 7A accused the first officer of being a Russian bot!
posted by bondcliff at 3:58 PM on October 3, 2023 [19 favorites]


As someone who's been very lightly involved with a nonconventional nonprofit since its inception and so seen some of the bumps in the road hit at top speed, I can't stress enough that there needs to be a professional, even if only part-time, ED, hired by the Board, who themselves should handle primarily existential issues. Mefi is much smaller than that nonprofit's operations are now, but the expertise is needed. Like, do you know what to do if volunteers start getting spammed with child pornography (not a made-up example)? What if the board member responsible for budget just...doesn't make one for a couple of years (another not made-up example, although in some ways less terrifying)?
posted by praemunire at 4:04 PM on October 3, 2023 [26 favorites]


A board with ~5-7 volunteer members, some volunteer advisory subcommittees that are more open participation, and a paid executive director (even part time) sounds very workable and sensible to me. I agree that the board and ED will need to generally follow governance rules and practices, but I also know first hand that most small businesses and small nonprofits do not slavishly hew to every technical requirement. I.e., nobody really needs Roberts Rules of Order. It will be OK!
posted by Mid at 5:02 PM on October 3, 2023 [8 favorites]


Wow, this is just too excellent. I'm barely holding my fudge over here.
posted by Meatbomb at 5:05 PM on October 3, 2023 [3 favorites]


Glad to see this development. A good non-profit board is a real Ocean's Eleven in terms of the skills and networks they bring to bear, and with the added bonus that you can source members (all or a subset) specifically with fundraising in mind.
posted by kensington314 at 5:05 PM on October 3, 2023 [2 favorites]


Or is that not allowed?

That's okay.

it’s a bit worrisome to hear that a majority will always be American.

That was my lawyer's suggestion based on my specific question along those lines, nothing is set in stone. This does not preclude the executive director (as one example) from not being from the US or someone or a group from outside the US doing the work to determine an entirely alternate structure that was more internationally inclusive.

A lot of this is about risk tolerance. There's a slim chance the IRS will not agree with what my lawyers have decided and what I think is worth trying and going ahead with, but also best not to taunt them.

How big is the board, how is it selected?...

These are questions that haven't been decided yet and ideally would be decided with a combination of me and other people who want to be part of hammering that out including potentially consultants. And yes, having board members be insured against personal liability would be a fairly normal thing to have be part of this process.
posted by jessamyn (staff) at 5:05 PM on October 3, 2023 [10 favorites]


This is wonderful news!

If you get this figured out, my earlier offer still stands.
posted by cheapskatebay at 5:45 PM on October 3, 2023 [12 favorites]


I have no experience of US 501(c)(3) non-profits, but amongst other things I founded, and was on the board of on-and-off for a decade, a physical community space incorporated as a UK not-for-profit company limited by guarantee. Prior to that, I was on the managing committee of another venue that was set up as an offshoot of a UK charity. Both were groups very keen on consensus decision making, and not keen on formal hierarchy, and I've been part of many other groups with those values.

In my experience, there is a strong tendency for such groups to want to create a structure in which the board exists for formal purposes, but actually everyone in the organisation has equal power and the board only exercises power on behalf of the consensus of the membership. There are already some comments above in this direction.

I just want to get out ahead now and warn you that I have tried this, multiple times, and it is a terrible idea.

It is a terrible idea for the people on the board, because you end up having all the legal responsibility but in practice you have no ability to do anything to address problems, without lots of people getting very annoyed with you for exercising your power without their approval.

And it is a terrible idea for the membership, because in practice not all members are equally engaged, and so the reality of how decisions are made gets out of sync with how it's supposed to work on paper, and inevitably you end up with the sorts of undocumented, informal power structures that Jo Freeman addresses so well in The Tyranny of Structurelessness. And then people start feeling like things are going on behind their back, and they get mad at each other, and OH BOY does Metafilter already have enough of that problem.

So I would like to gently suggest that people try to nip these sorts of ideas in the bud, right now, and try to accept that for this to work it's going to require that there be designated people who have power and responsibility. They can be elected, they can listen to input, and there can be subcommittees and processes to help members guide things, but at the end of the day those people are going to make the decisions and other people are going to have to be able to trust them to do that.

That doesn't mean that the organisation can't have community values, but it means that effort needs to go into designing how those values can be reflected in formal governing processes.

There's my tuppence. Thanks to jessamyn and everyone else involved for this great update.
posted by automatronic at 5:56 PM on October 3, 2023 [75 favorites]


I have seen non-hierarchical organizations run well and run poorly. I have seen hierarchical organizations run well and run poorly. Structure is important, but it's not the only thing.
posted by aniola at 6:19 PM on October 3, 2023 [7 favorites]


Great update! Jessamyn, thanks for all of it. This feels right.
posted by heyho at 6:21 PM on October 3, 2023 [2 favorites]


for the love of god cannot work on consensus, trust me, I fucking swear it.

If you’re assuming “consensus” means 100% agreement on everything by everyone, then no. But if you haven’t read the links in the comment I made above, do that first. I’m part of two organizations that use one or another form of consensus, and they work.

Also, on transparency: there are very few things that by law can’t be transparent, and most of them come down to employment and personnel matters. An expectation of high transparency on almost anything else (budget, expenditures, vendor selections, nominating processes, organizational records) is appropriate.
posted by Miko at 6:41 PM on October 3, 2023 [23 favorites]


Thanks for the update and this all sounds promising. I very much appreciate the effort that has gone into getting this right.

As a non-US person, I understand the desire to not have everything decided by people in the US, but it's important to remember the majority of the community is based there, not to mention possible issues with a US legal entity being run from overseas. I don't think it's a problem, although I do think it's important to have representation from other countries (not volunteering!).

The concerns about a board or whatever having to have actual authority are real and valid. Having been part of various non-profits over the past few decades brings up similar concerns that others have raised. Governance by member consensus is largely impossible and a board (or whatever) has to have the authority to make actual decisions, not just be a rubber stamp. Sometimes those decisions will not be popular with everyone - that is something the community has to accept and should be clearly communicated from the start.
posted by dg at 6:43 PM on October 3, 2023 [8 favorites]


Re: ohneat's "Will the new nonprofit entity be formed in Vermont or in another state?" question & jessamyn's "My lawyer has offered to register it or help me register it in Vermont which would be the simplest" reply -- an organization's registered agent (authorized to accept official mail, service of process, etc.) files a physical address with the state (not a PO box).

If the nonprofit incorporates in Vermont, listing the lawyer & their business address (or hiring an agent) is a good idea, as part of "legal services" in the annual budget.
posted by Iris Gambol at 6:57 PM on October 3, 2023 [1 favorite]


If you’re assuming “consensus” means 100% agreement on everything by everyone, then no. But if you haven’t read the links in the comment I made above, do that first. I’m part of two organizations that use one or another form of consensus, and they work.

I'm deeply familiar with pretty much every way that consensus can be either fully or partially implemented. I did read your comment to see if it was a novel form; it's not. I would submit that while I can't speak to your organizations, I have been part of multiple large organizations that have absolutely had failure points around bringing some form of consensus to the Board of Directors, and I plead, absolutely implore, for people not to do it with Metafilter, despite the good intentions of everyone involved arguing for it.

Being on a Board of Directors is hard, y'all. I have been on several of them over the past two decades, and I am being as sincere and vulnerable as I can when I say it's really, really fucking hard even when people are skilled at governance, and it gets exponentially harder the more you care about the thing that you're running, or the more people you care about do. And adding bells and whistles, like consensus processes or really cool ideas about ideal forms of how things should work, or uber-transparency, are absolutely stretch modes that can be accomplished only once people are already good at making the bare bones of an organization work.

And one of the hardest things about consensus work on boards is that it avoids some of the hard skill-building and skill-development of working on a board where people deeply and fundamentally disagree, and it allows schisms and problems to deepen further than it would if the conflicts were actually out in front and being directly voted on. Because people who are well meaning think, "Well, I don't care that much, I'm not going to block even when I disagree, because I only disagree a little" and by the time it gets to a time when they disagree a lot, the skills at conflict resolution have not been developed on the small disagreements, and then you have to bring in a conflict resolution specialist.

Automatronic is spot on when it comes to the failure points of a lot of really well meaning member-style nonprofit organizations. Because the thing is - every single thing that's proposed is going to have to be done by individuals actually doing the work. And it is really, really easy to underestimate how much time gets put in by board members, and really easy to pile on more and more things that would be nice to have, until everything grinds to a halt. It's easy to say transparency. It's harder to ask things like: are board meetings open or closed? If they are open, how much do non-board members get to speak? How much is publicly available? Where? To who? To everyone with a Metafilter login? What about salary information? Healthcare costs?

And even small things like vendor selections can easily get bogged down by the need to have formalized ideal processes that have to be done by volunteer labor. Because Metafilter can't pay their board, and because boards over 9-11 people tend to collapse (leaving aside the quorum issues alone). So who is going to be doing what? How are evaluations going to be handled? There are so, so many problems that need to be addressed for this. I love Metafilter, I want to see this continue, but I'm getting more and more worried about the nonprofit idea if the first board is not sat by people who actually know how to make boards work. I have sat on boards where only two or three people knew how to make things work and they were brutal. We need to not do that.
posted by corb at 7:22 PM on October 3, 2023 [20 favorites]


A lot of people have a little experience with nonprofit governance. Organizations vary, and opinions will proliferate. I’m sorry your experiences were so terrible, corb, but they aren’t the norm. At least not in professionally managed organizations with knowledgeable boards.

I really do hope MeFi can find a good, experienced ED immediately and a small group can get to work on setting up the organizational structure posthaste. The only way to work out what works for any org is to get to work designing it, with knowldegable help. When bylaws aren’t working, the board will have the power to change them. I doubt it will get hashed out very well in threads based on the organizational trauma wounds of hundreds of users.
posted by Miko at 7:32 PM on October 3, 2023 [17 favorites]


There is no reason salaries and healthcare costs can’t be shared. Overall, the move sector wide is open salary info. Gets the skeletons right out of the closet.
posted by Miko at 7:33 PM on October 3, 2023 [11 favorites]


Just because Metafilter CAN legally be a non-profit doesn't necessarily mean that it's the best model. I am not stalwartly for or against, but I do think that expectations for nonprofits are often misunderstood.

/Hi, I am a nonprofit career professional.
posted by desuetude at 9:54 PM on October 3, 2023 [15 favorites]


This is great news! Jessamyn thanks for all your work on this!

My perspective: move forward as quickly as possible on this, with an org structure aimed at effective delivery rather than perfect democracy.
posted by TheophileEscargot at 10:24 PM on October 3, 2023 [7 favorites]


What is the likelihood that the new 501(c)(3) retains Eyebrows McGee as part of its legal counsel?
posted by riverlife at 10:33 PM on October 3, 2023 [5 favorites]


Ok, fine, the passengers keep disappearing and the ones who are left are fighting with each other...

Life imitates John Varley in other words.
posted by y2karl at 11:24 PM on October 3, 2023


I’m someone with a long history here but who missed all of the transitions in the last 2 years. I just now got caught up on (some) of the earlier nonprofit discussions. I am happy that it’s starting to seem like we can move beyond that history. Many thank yous to Jessamyn for the hard work and for setting the tone (and to Mizu for continuing to graciously engage).

I’m so excited for this new path for Metafilter!
posted by samthemander at 12:56 AM on October 4, 2023 [4 favorites]


WHOOT! That's such a huge step forward - and I want to shout out to cortex and mathowie who made decisions about metafilter in what was the information available at the time with both good intentions and the huge responsibility of having to find a good solution rather than a perfect solution.

Non profit work can be as brutal - the best non-profits I know have decently paid staff who do the core work and use volunteers thoughtfully to do non-core work. I really hope the first move here is to identify what should continue to be done by professional paid staff and what can be expanded/contracted out to volunteers.
posted by dorothyisunderwood at 1:04 AM on October 4, 2023 [6 favorites]


Many thank yous to Jessamyn for the hard work and for setting the tone (and to Mizu for continuing to graciously engage).

I think you mean Miko? Gosh I hope nobody ever comes to me for organizational legal advice, I have a BS in fine art.

Anyhoo I’m gonna jump on this opportunity to say hooray, seems like things are heading in a good direction, and now I will be much more comfortable offering some of my copious free time to help MeFi endure.

My first order of business as Metafilter Grand Poobah is to immediately change the term favorites to the term beans. All use of the word favorite and its derivatives will be automatically swapped, which will not cause any confusion, link rot, or outcry. I’m sure my board of puppet directors will be unanimous in their felted support for this gesture towards a more reasonable Mefi.
posted by Mizu at 1:34 AM on October 4, 2023 [25 favorites]


first order of business as Metafilter Grand Poobah

As King of the n00bs, I am going to give you the benefit of the doubt and assume you you are just engaged in lighthearted joking. But we would caution you that pretending to this non-existing "Poobah" role does not amuse us at all.
posted by Meatbomb at 2:22 AM on October 4, 2023 [2 favorites]


What is the likelihood that the new 501(c)(3) retains Eyebrows McGee as part of its legal counsel?

HAS it been expressed that this will be a 501(c)(3)? I think that Jessamyn merely mentioned it to explain the difference between one model and another.
posted by EmpressCallipygos at 3:59 AM on October 4, 2023




This is great news! Thank you, jessamyn.

A governance thing -- I'm part of an organization that just spent a year thinking about whether to abandon Robert's Rules of Order in favor of either Martha's Rules of Order or a consensus model. We tried both models, couldn't decide which worked best, and have just reverted to Robert's Rules, in spite of a significant fraction of the group detesting them. We reverted because Robert's Rules are in the bylaws. We may yet change, but the discussion about what to do covered a lot of territory, and tied in to issues that may or may not be about governance.

All of that to say--I think it would be good to choose well regarding the governance model. Some things are harder to change than others.
posted by cupcakeninja at 5:55 AM on October 4, 2023 [3 favorites]


Re: League of Women Voters. Historically, Leagues have qualified as tax exempt under §501(c)(4) as a “social welfare” organization. Over the years, the national organization, most state Leagues and larger local Leagues have formed a “sister” Education Fund entity which is qualified as tax exempt under §501(c)(3).

For example, the League of Women Voters of California, as a nonprofit 501(c)(4) organization, advocates on issues and sometimes makes recommendations on ballot measures; the League of Women Voters of California Education Fund (LWVCEF) is a 501(c)(3) nonprofit educational organization and never advocates. LWVCEF partners with MapLight on Voter’s Edge in California, "a comprehensive, nonpartisan online guide to elections covering federal, state, and local races."
posted by Iris Gambol at 9:49 AM on October 4, 2023 [3 favorites]


About 15 years ago I spent several years on the board of a 501(c)(3) (https://mkpusa.org). Prior to that I was the Executive Director of my local chapter of the same organization, which was it's own, independent 501(c)(3).

I want to endorse this with as many +1s as I am allowed:

In my experience, there is a strong tendency for such groups to want to create a structure in which the board exists for formal purposes, but actually everyone in the organisation has equal power and the board only exercises power on behalf of the consensus of the membership. There are already some comments above in this direction.

I just want to get out ahead now and warn you that I have tried this, multiple times, and it is a terrible idea.

You need a strong Executive Director to run the day-to-day. That ED is, without question, answerable to the Board, and the Board to the Members. But without the ED you run a very high risk of chaos, analysis paralysis, and 'shared unaccountably' which is in fact no accountability. The ED can be a volunteer (I was), but paid or not, it's a vital role.

Also, to address a few things from up thread:

1) There is no 'owner' of a 501(c)(3). Instead, the board acts as the Fiduciary of the corporation and needs to act in the best financial interest of the "Friends of Metafilter."

2) The people who sit on the board (at least in California, but probably everywhere in the US) have substantial legal exposure. "Director and Officer" insurance exists to limit this, but the people who serve on the board need to do so with their eyes open.

3) IRS filings from 501(c)(3)s are public information, and the IRS doesn't redact any information. The Friends of Metafilter would be wise to use a Tax Account who knows how to do a 990 properly.
posted by Frayed Knot at 11:33 AM on October 4, 2023 [30 favorites]


Thank you thank you thank you for your hard work and excellent discernment on MetaFilter’s behalf.
This makes me so happy, and I’m beginning to see a much brighter future for MeFi.
I thinks it’s far too early to speak to consensus yes/no issues (but I do Have Opinions).
I look forward to our evolution to a healthy, thriving non-profit!
posted by dbmcd at 12:13 PM on October 4, 2023 [4 favorites]


jessamyn has shown time after time that she not only deeply cares about metafilter but is also an amazing human being who is wise in ways that I can only aspire to. So, while I don't know anything about anything with regards to non-profits, I do know that I have implicit trust in what jessamyn decides to do, at any time, all the time.

Saying thank you to everybody involved (those on committees, staff, mefites giving advice, mefites being emotionally invested) in keeping Metafilter afloat up to this fantastic decision doesn't seem like enough considering all the work that has come before it - the decisions, conversations, consultations, the arguments, the tears, the schisms, the frustrations, the angry words, the patience...but it's all I have. Thank you.

All hail everybody's bean, Mizu the Grand Poobah!
posted by ashbury at 7:32 PM on October 4, 2023 [9 favorites]


Would there be any advantage to forming the non-profit outside of the US?
posted by signal at 4:34 AM on October 5, 2023 [2 favorites]


Thank you so much to the Steering Committee, Jessamyn, and volunteers for all their hard work. I am not deeply invested in the governing structure of MetaFilter, although I think a nonprofit would be cool. I am invested in MetaFilter, in whatever form, hiring a professional Executive Director, ideally. But much more will be needed to keep this place going, of course.

According to BoardSource, one of the key responsibilities of nonprofit boards is to choose, evaluate, and support the executive director. I think board members choose and evaluate the ED, but often fail to provide support due to a lack of understanding of the difficulties of the ED position. In the face of these challenges, coaching and mentoring can provide a powerful, cost-effective strategy for developing, supporting, and retaining current and future leaders.

Summary: Board members can make sure their executive director is set up for success by providing support and professional development in the early years. Some boards fear that leadership development investments will walk out the door but recent research suggests the opposite. Staff members who feel their growth is supported stay longer than those who don’t.


I have spent way less time on MF over the past 12 months or so than earlier because I was so tired. The possibility of becoming a nonprofit is exciting. But MF members and volunteers will still be humans acting human, so there will not be one simple trick for avoiding future conflicts and hurt feelings. I believe those with experience making recommendations to do X, Y, or Z. Y'all certainly know more than I about how to build a viable governance structure. Whatever gets decided, some folks will hate it. That is just life. For all I know, I may be one of them.

We cannot please everyone. Attempting to is doomed to failure. But attempting to honour community values as best we can may, perhaps, be feasible. I hope so.

Oh, come on now, when has America ever let anyone down?

Thanks for the comic relief, Bondcliff! Sending y'all virtual hugs from Sweden.
posted by Bella Donna at 6:09 AM on October 5, 2023 [15 favorites]


Just want to chime in to say that I'm grateful to be part of a place that has so many passionate people contributing/running/etc.
posted by Gorgik at 7:50 AM on October 5, 2023 [3 favorites]


Re: it’s a bit worrisome to hear that a majority will always be American and others, plus Would there be any advantage to forming the non-profit outside of the US?

FWIW, I have been tangentially involved in setting up a non-profit in another country, one that is not ultimately based on UK common law but the French legal system, and there was a similar requirement. So if one of the advantages being sought by registering elsewhere is a limitation from having a majority of the board be nationals of that particular country, there will likely be limited options.
posted by solotoro at 7:57 AM on October 5, 2023 [2 favorites]


I’ve been struggling with how to express this, but here goes:

First, question for loup/Jessamyn: Do we know what our financial runway is currently? I saw the fundraising numbers but I didn’t see an analysis of where this places the site for reserves vs. running costs vs. ongoing/subscription donations and other revenue sources. (Apologies if I missed this.) for me that would seriously impact on next steps.

I think a non-profit is a great way to go. I worry that the time and effort in proper set up will result in:

A) site-killing arguing and bad feelings that burn people out before the start and
B) a lengthy (year, plus) delay in addressing what to my mind is the most existential issue which is new member growth (and to some degree retention, but I feel that maximizing retention has had an outsized emphasis in some ways)

So I would suggest:

1. Can we recruit for and if numbers permit, vote on, a team non-profit task force to tackle these issues in a working group and seek input as appropriate, as this would be a separate entity (Friends of…)? We did create a voting system for the SC
2. I asked this above but would current SC members, recognizing the massive work they did, plus that we were heading into a new term when we had to stop, consider sitting on/running for that group at least to transfer knowledge?

I would suggest trying to have this group in place by mid-November or the end of the year, depending on our financial runway. Then that group can do research and report back on recommendations or needs or time frames from there.

I also wonder if given that it sounds like we are forming a non-profit, and work on that non-profit’s birth, so to speak, can start any time, would it also be possible to form an interim team on fundraising and membership perhaps led by cheapsakebay, and perhaps starting with a special fund to hire expertise in governance models. Again, depending on where we really are survival-wise.

As an additional note: I would very much caution about the perfect being the enemy of the good. As an example, I think the board should be based in the US. The site just plain is American-dominated, which comes across at every turn. While I agree a more international format would be best (perfect), trying to sort that out on top of everything else when the reality is that visitors to the site will encounter an American dominated discussion in almost every thread, it may be best to make an early decision and create a really solid non profit in that vein (good) that can put a more international focus into a 2-3 year out plan.

I’m not sure how we decide any of this but maybe we could start a thread to collate ideas to vote on including mine above. (Recruiting and voting on a start up task force.)
posted by warriorqueen at 9:10 AM on October 5, 2023 [17 favorites]


We cannot please everyone. Attempting to is doomed to failure. But attempting to honour community values as best we can may, perhaps, be feasible. I hope so.

a song lyric has been stuck in my head of late. The band is Badfinger, the song Perfection.

There is no real perfection
There'll be no perfect day
Just love is our connection
The truth in what we say

There's no good revolution
Just power changing hands
There is no straight solution
Except to understand

So listen to my song of life
You don't need a gun or a knife
Successful conversation
Will take you very far


I would simply say that the community value that keeps me coming back to this place is something to do with successful conversation. We obviously don't always achieve it, not even close. But I very much do think we value it big time. And when this place does work for us, it's because, in spite of all the chaos and convolution of the age, we're actually managing to successfully communicate.
posted by philip-random at 10:52 AM on October 5, 2023 [4 favorites]


warriorqueen: As an additional note: I would very much caution about the perfect being the enemy of the good. As an example, I think the board should be based in the US. The site just plain is American-dominated, which comes across at every turn. While I agree a more international format would be best (perfect), trying to sort that out on top of everything else when the reality is that visitors to the site will encounter an American dominated discussion in almost every thread, it may be best to make an early decision and create a really solid non profit in that vein (good) that can put a more international focus into a 2-3 year out plan.

This kind of thinking is exactly what I worry about. MetaFilter is an international community, has been since the beginning. It cannot be that when the discussion turns to how to change site governance non-US MeFites are told to wait two to three years for our concerns to be heard.

When I talked, above in this thread, about perfect being the enemy of the good, I meant that if the available legal framework meant that a majority of the board had to be American, then that would be an understandable issue. Americans kicking everyone else out of any new site governance is not good. It is bad. It is very bad.

I’ve been posting on MetaFilter for nearly two decades, and started reading it long before I started posting. MetaFilter, as a community, has always been welcoming of outside perspectives. It’s not always perfect in that regard, and no community is, but it’s always been the overarching attitude.

It can’t be that those of us who live outside the US should just wait for two to three years until American MeFites have worked out how to invite us in. The internet has no borders, and the only thing that a person needs to be a MeFite is five dollars and a decent grasp of written English. If we want to keep growing, we need to be open to anyone who fits that discussion.
posted by Kattullus at 11:09 AM on October 5, 2023 [18 favorites]


Will this mean it's more likely that metafilter will continue to exist?

Really, that's the fundamental thing I care about.
posted by plonkee at 11:09 AM on October 5, 2023 [13 favorites]


Something we could do is create a “Non-US Advisory Board” structured a bit like the “Global BIPOC Advisory Board” and empower each to appoint a certain number of members to the Steering Committee/Executive Board/whatever it gets called. There would still be issues with representation, but there would be a clearer path to ensure a minimum of representation.
posted by GenjiandProust at 11:33 AM on October 5, 2023 [7 favorites]


Non-US citizens and non-US residents can serve on NPO boards, but you're at risk if non-US people are in the majority on a board. There are a great many US-based nonprofits that work with and serve non-US audiences. Whatever the determination is regarding primary residence, I have every faith that MetaFilter can continue to welcome, solicit opinions from, and be advised by non-US people, whether they have seats on the board or not. (Not for nothing, I'll just also note that projects with participation from around the world run into meeting-time problems swiftly). Anyway, I think a task force/SC/planning group can take this all into account, with good advising.
posted by Miko at 11:52 AM on October 5, 2023 [13 favorites]


Good summary & rationale
posted by Miko at 11:55 AM on October 5, 2023 [1 favorite]


Will this mean it's more likely that metafilter will continue to exist?

What amount of change to Metafilter can Metafilter make and still be worth the name? Is it still Metafilter if non-Americans are second class members?
posted by biffa at 12:05 PM on October 5, 2023 [2 favorites]


It can’t be that those of us who live outside the US should just wait for two to three years until American MeFites have worked out how to invite us in. The internet has no borders, and the only thing that a person needs to be a MeFite is five dollars and a decent grasp of written English. If we want to keep growing, we need to be open to anyone who fits that discussion.

I think those are good points, but as a Canadian of American descent living in Canada I just have given up (mostly…I did post in the recent Nazi bar MetaTalk). Most threads involving Canadian politics or issues are overtaken by American viewpoints. For me, it’s much better to accept that rather than attempt to conduct Canadian conversations here.
posted by warriorqueen at 12:22 PM on October 5, 2023 [4 favorites]


I'm personally happy with MeFi having an international community (most of the mods aren't in America) and firmly believe it will continue in that vein, no matter what legal framework is decided upon. If anything, I'm expecting the international audience to grow.

Most threads involving Canadian politics or issues are overtaken by American viewpoints.

Please flag those with a note, so mods can be made aware of that issue.
posted by Brandon Blatcher (staff) at 12:24 PM on October 5, 2023 [10 favorites]


Please flag those with a note, so mods can be made aware of that issue.

Fair, although I often avoid them or are late on them. I will mildly note one that I got to really late was the moderation of the lentils comment in the Assassination thread which to me was clearly a mod missing that lentils are not a racial slur in Canada but a really important export crop…not a huge deal but that falls squarely into the category of “explaining this is more trouble than it’s worth” territory.

But happy to take that example out of my post if we can swing it. :)
posted by warriorqueen at 12:46 PM on October 5, 2023 [2 favorites]


And just to clarify though, since I just had a cranky moment, I’m talking about exploring placing the non-profit in a different country - not saying there should be no representation.
posted by warriorqueen at 12:50 PM on October 5, 2023 [2 favorites]


The board should be diverse, as the committees, advisory boards, and other groups focused on improving MetaFilter have been diverse. But directors on US nonprofit boards have certain legal responsibilities (if the position is voluntary, there's less personal liability), and any national and international community members interested in serving on the eventual MetaFilter Board should know what they're getting into.

Forming a nonprofit is a process, with some elements probably already in place from creating the limited liability company, ironing out accounting issues, updating the site guidelines, and so on. The current owner, Jessamyn, resides in Vermont and created the LLC in Vermont. A new nonprofit organization takes several steps before submitting an application and supporting documents to the Internal Revenue Service. If the IRS agrees the organization meets requirements for tax-exempt status at the federal level, the nonprofit receives a determination letter; if the IRS disagrees, the organization can appeal. Nonprofits with paid staff still withhold federal and state income taxes from employee paychecks and remit taxes to the IRS and the state, and some federally-exempt nonprofits are responsible for other state and local taxes.

The IRS evaluation of the application can take months.

Under Vermont law, a “director” and “trustee” are identical and both serve on a board. In Vermont, a board of directors of a charitable nonprofit org meet AT LEAST annually; quarterly is better. The meetings can be conducted via electronic means, but must be synchronous. A board can be no smaller than three individuals but should have at least seven members. For a charity, no more than 49% of the board can have a financial interest in the organization’s work. This means more than half the members of a board (as well as those individual’s close family members) do not receive payment or compensation directly or indirectly from the organization and have not received such compensation in the year prior to joining the board. A board must have, at minimum, a president, a secretary and a treasurer. The same individual may hold more than one office, except that a person cannot act as both president and secretary. One of the officers must be responsible for preparing minutes of the directors’ meetings.

Legally, Board members in Vermont have a Duty of Care, and a Duty of Loyalty ["requiring them to exercise their authority in good faith and in a manner the director reasonably believes to be in the best interests of the corporation ... this means a director has a duty to ensure that the nonprofit follows the law"]. Generally, Board members of US nonprofits also have a Duty of Obedience [to ensure that the nonprofit obeys applicable laws and regulations; follows its own bylaws; and that the nonprofit adheres to its stated corporate purposes/mission].

I'm saying all this because it's a long process which must be set up correctly to avoid issues down the line. Complications abound because this is MetaFilter: a business becoming a 501(c)3 educational nonprofit, as a decades-old online community (no physical address) with international membership, employees in various locales (with various tax implications), and a history of employees and members covering multiple roles within the organization.
posted by Iris Gambol at 12:52 PM on October 5, 2023 [10 favorites]


A last, crass thing: if most of the membership is based in USA, I would think most of the charitable contributors are, too, and forming the nonprofit in a US state to simplify donors' taxes makes sense. (If the largest regular donor is anonymous and uses an offshore bank, disregard.)

Moreover, if MetaFilter-the-educational-nonprofit seeks grant funding at a later date, it's likely those grants will be from US-based organizations making awards to US-based entities.
posted by Iris Gambol at 12:53 PM on October 5, 2023 [13 favorites]


I think this is wonderful news!

I understand that people outside the US may have concerns about the eventual structure. But US nonprofits can definitely have board members that are not US citizens or residents and there are countless US nonprofits dedicated primarily to work outside the US. It seems extremely unlikely that the membership outside the US would have less input under a nonprofit structure than they do now. As mentioned, there may be some big benefits to keeping the legal entity of Metafilter in the same country as the majority of users, like access to funding and tax-deductibility of donations for the largest donor pool. This also doesn't preclude starting a Metafilter association loi 1901 in France or something, but on a practical level Metafilter probably isn't a big enough org to warrant multiple legal entities around the world.
posted by snofoam at 1:05 PM on October 5, 2023 [5 favorites]


Too complex an undertaking for this small message board. Much simpler to hire someone empowered to drive change, and just start getting things done.

I've seen enough Meta posts to be pessimistic about the notion that users can come to an accord on much of anything without outsized drama. I think I'd rather have a single person to be mad at for making choices I disagree with on site direction. Much easier to deal with feeling upset when I know I don't actually have any real power to change the situation.
posted by otsebyatina at 1:36 PM on October 5, 2023 [12 favorites]


this is such awesome news!
posted by JimBennett at 1:58 PM on October 5, 2023


I hate to say it, but I kind of feel like otsebyatina. I really have no faith that this will work out well, not because it's not well-intentioned but because we can't even have a simple announcement thread saying "this is the new direction we're considering" without people arguing and squabbling and doubting and throwing up all kinds of possible roadblocks and ideas to make a complicated situation even more difficult.

If this goes through, I can only envision every little decision-making exercise turning into a massive set of never-ending Metathreads that don't resolve anything and that result in people storming off in a huff because their suggestions weren't deployed.

Maybe I'm just cynical, but I've (kind of) been down this road before about two decades ago, where I and others got all invested in an online forum, volunteered, tried to help the owner out, before watching it get sold off to a corporate entity because the owner couldn't keep it going financially.

As much as I loved to think of that site as my place on the Internet, and as much as I hated to see things change, I eventually came to realize that at some point that nothing is perfect, I'm just one person who isn't in control of anything, that sometimes decisions have to be made for reasons that aren't evident to me or not in accordance with my priorities, that there will be good along with the bad, and that I should just make the best out of the situation as possible and do what I can to enjoy the time I spent there. At times, I was tempted to walk away due to what was happening. My participation ebbed and waned, but that's entirely natural, and I've learned that there is no point in getting all worked up over matters outside of my immediate control. That's a hard lesson to learn when you love a place (or a movement or an organization), but it's one I think most people should take to heart. Just as they shouldn't be so quick to leap to judgment, or assume ill will, or make mountains out of molehills.

Look, I'm not saying MeFi is perfect. It's not. It can't be. Nothing ever can be. I'm not denying people, especially those with the least privilege, haven't been hurt by what has happened here. I'm sure they have been. I know how much MeFi means to some people.

But in the end, it's only a website run by people who care about it (whatever that means to them) populated by people who find value in the community. Not everything has to be a life and death battle over an insurmountable obstacle, even though we always tend to end up in that kind of a fight.
-------
On a side note, I knew the lentil comment had been removed, but I couldn't figure out why. I had no idea it could be seen as a slur, and I can't even fathom what kind of insult it could be.
posted by sardonyx at 2:07 PM on October 5, 2023 [11 favorites]


As a Brit, I can't get too upset over the majority of board members being Americans given that 100% of owners have been Americans so far; just my two pennies.
posted by adrianhon at 2:15 PM on October 5, 2023 [23 favorites]


Point of clarification - Does a majority of the board need to be resident in the USA or do they need to be American?

In my jurisdiction to show mind and management it's helpful to have a majority of directors (or equivalent depending on the structure) live in the jurisdiction, bit they don't need to be a citizen or anything like that.
posted by Braeburn at 2:45 PM on October 5, 2023


If this goes through, I can only envision every little decision-making exercise turning into a massive set of never-ending Metathreads that don't resolve anything and that result in people storming off in a huff because their suggestions weren't deployed.
This is a real risk and one that needs to be tackled head-on at the earliest opportunity. Many people have mentioned the need for a good ED (by whatever title) and this is both a big change and a critical thing to get right. The whole idea of 'governance by MeTa' is not feasible at all and members of the community are going to have to get used to the idea of one person making decisions on the basis of what their expertise tells them is right, even though some will be opposed to the decision. Obviously, engagement with the community is important and that is done via the board as a (to the extent possible) representative body. Ideally, both a representative and expert board, but you can't have everything.

There's been lots of talk about how things should be structured and very little agreement, which is perfectly normal in this situation. While the legal process gets worked out and the actual entity gets created, spending some money on getting someone to put together a structure and a 'day one' set of guiding policies would be a good investment so the process of recruiting an ED can begin. Once the decision is made on what that entity will look like in legal terms, there's nothing to stop work commencing on building an organisation to put that into practice.

1. Make the decision to move to a 501(c)(3) entity, get the paperwork started and that gives some guidance as to what is needed to be in place for day one.
2. Appoint a board (or pending board, whatever) and start the process of getting an ED in place. Either appoint the existing SC as an interim board or elect a new one. Not everything needs to be perfect on day one, but there will be legal requirements that have to be met - don't aim for anything more at this stage.
3. The right person as ED will mean that, from day one, they will know what needs to happen next.
4. Then comes the hard part - we all need to step back and let the board and ED do their thing.

I would definitely want jessamyn to be on the board, at least initially to smooth the transition, preferably as chair, but that's their call.
posted by dg at 3:45 PM on October 5, 2023 [12 favorites]


i don’t think there’s been much arguing or squabbling in this thread honestly (certainly not by usual Metafilter standards), just people with lots of ideas, some of them conflicting. it’s going to be impossible to get through this process with zero strife but this thread actually has me optimistic that with the right voices at the helm we can work through those conflicts. count me as “cautiously optimistic”!
posted by JimBennett at 3:59 PM on October 5, 2023 [11 favorites]


What amount of change to Metafilter can Metafilter make and still be worth the name? Is it still Metafilter if non-Americans are second class members?

second class citizen is an extremely overblown reaction to there being more americans than not on the governing board.
posted by Sebmojo at 6:41 PM on October 5, 2023 [32 favorites]


I understand that people outside the US may have concerns about the eventual structure. But US nonprofits can definitely have board members that are not US citizens or residents and there are countless US nonprofits dedicated primarily to work outside the US. It seems extremely unlikely that the membership outside the US would have less input under a nonprofit structure than they do now.

This is a weird framing - if we decided that all right-handers should be entitled to sixty days' paid holiday a year, but left-handers only 30, then what would left handers be complaining about? After all, they'd get more paid holiday entitlement than they do now...
posted by Dysk at 9:16 PM on October 5, 2023 [1 favorite]


Apologies, I can't work out a way to phrase this delicately but it's important:

jessamyn, when you stepped up to keep this place going last year, you paid good money for a failing business. If the site transitions to nonprofit status, is there any way for you to recoup your financial investment? I'm not asking for specifics, ever; I'm saying that goal should be part of this planning, and please, talk with your lawyer and accountant.
posted by Iris Gambol at 9:54 PM on October 5, 2023 [6 favorites]


I've assumed that in each transfer of ownership the site has already greatly reduced in value and that it kinda worked out for cortex because it paid his bills, at least, and (hopefully) jessamyn paid little or nothing for it.

I mean, what assets does it have? Once upon a time, the intangibles of the engaged userbase was valuable, but those days are long past. And it's losing money. It's not really worth anything and I sure wouldn't have paid anything for it, myself. Taking ownership meant taking on significant practical and financial responsibilities. Someone should have paid jessamyn, really.

But, yeah, I've worried that jessamyn has really been putting her neck out there, or however the expression goes.
posted by Ivan Fyodorovich at 10:07 PM on October 5, 2023 [7 favorites]


I thought it was generally understood that jessamyn (graciously) took over ownership as pretty much a legal caretaker, and probably with the intention of being much more hands-off than it's currently ended up needing to be. (Cortex's first announcement, months prior to jessamyn being publicly named, already mentioned splitting up ownership from day-to-day responsibilities, setting up a steering committee, etc.)

Even the first transfer from mathowie to cortex I'm pretty sure didn't involve cortex buying mathowie out (though mathowie did leave with a certain amount from the site's own funds, in exchange for relinquishing ownership). This was already five years after the Google apocalypse; no one was looking at the site as, like, a small business investment opportunity (except, well, mathowie on his way out, I guess, but it's to his credit -- and our benefit -- that he didn't sell out to an investment-type when those offers were coming in). I'd thought the general understanding even then was that cortex was acting more as a caretaker-owner (and general manager) than as an entrepreneur.

Here's where the first transfer to cortex was announced, and here's cortex's initial resignation announcement.

(Looking that first one over, I guess negotiating mathowie's buyout to something low enough for the site not to be in immediate financial crisis could theoretically have involved cortex paying some amount himself, but if so I don't think that was ever even hinted at. To my eye, these post-mathowie ownership-roles have really been kindness-of-their-hearts positions here, acts of service, etc.)
posted by nobody at 11:41 PM on October 5, 2023 [2 favorites]


Well, sure. But it's still buying an ongoing business with bills and liabilities. There's significant legal exposure. Anyway, it's an LLC, not a secondhand couch.
posted by Ivan Fyodorovich at 12:08 AM on October 6, 2023 [1 favorite]


Look, I think it would be cool if Metafilter were the first nonprofit to be incorporated on the Moon. Or maybe a team of international lawyers could work out how to place the servers in the UN building and somehow be subject to no particular nation's jurisdiction. But if you'd like this to happen, you know, within the next couple centuries, and not in the far-future fully-automated luxury queer communist world, then the nonprofit will have to be incorporated somewhere particular and thus subject to those particular laws. And while I am not a lawyer at all, I strongly suspect there is no jurisdiction that treats all citizens of the world equally.
posted by secretseasons at 5:35 AM on October 6, 2023 [11 favorites]


No one is asking to find a jurisdiction which treats everyone in the world equally, but that we keep in mind that a large proportion of the userbase doesn’t live in the United States, and think of ways to account for that, because in every discussion we’ve ever had on the concerns of non-US MeFites, someone treats us a joke.
posted by Kattullus at 6:19 AM on October 6, 2023 [7 favorites]


I'm outside the US, but I think the nonprofit should be incorporated in the US. The bulk of the members, staff and donors are in the US. Whatever extra bureaucracy is involved, there will be less of it if they're dealing with the US.

I think a major thing is that US donors will be able to claim back against their taxes: the US seems to have a relatively generous tax deduction system, and presumably the biggest share of the donations comes from the US.
posted by TheophileEscargot at 6:28 AM on October 6, 2023 [12 favorites]


Thank you for all the work on this, and I’m hopeful it’s a good step for metafilter! I don’t know if this is any of my business, but it’s something I’m wondering… Is there an underwood reason that before, all the lawyers and experts consulted said it was impossible and now all the lawyers and experts consulted say it is possible? And a reason to have faith in the latter?
posted by daisyace at 6:43 AM on October 6, 2023 [2 favorites]


If there's a non-US user here who wants to buy the property from Jessamyn and establish a non-profit in their own tax domicile for it to run there - by all the local rules including health insurance coverage for international employees, payroll taxes and withholding, etc - they should absolutely speak to Jessamyn privately about that.

I am not aware of any country that would let an American citizen do that - at least one that's not megarich and actually hiring a local infrastructure team so it's not even their actual liability - but if someone knows that it is an option somewhere they should toss it out as a suggestion.

I have not, at least not in the modern era of Metafilter, seen any of the Metafilter leadership dismissing the value of non-American users, and if current leadership are saying they have heard the concern we can probably believe that they mean it, though they will also have to observe the applicable laws of the jurisdiction in which it is established because the consequences of not doing so would really really suck for all of us.
posted by Lyn Never at 6:45 AM on October 6, 2023 [3 favorites]


Nobody is saying that non-US people will have no say, or will not be invited to participate, or will be second-class citizens. Jessamyn said that non-US people can be on the board, just not a majority of the board. Other people have pointed out that there can be subcommittees or advisory boards that can have non-US people participating and being heard. I think there is maybe a single comment out of 120 that expresses a somewhat negative/unclear view about whether non-US people should be able to participate in governance; every other comment is positive and in favor of participation. It seems to me there is this game of telephone where someone reacts to one random comment that is out of step with the consensus view, then someone reacts to that, etc., and then people are arguing about something that the vast majority of participants do not actually disagree about. This is a systemic problem with MeTa.
posted by Mid at 7:06 AM on October 6, 2023 [35 favorites]


Is there an underwood reason that before, all the lawyers and experts consulted said it was impossible and now all the lawyers and experts consulted say it is possible? And a reason to have faith in the latter?

I don't think lawyers/experts previously said becoming a non-profit was impossible. Rather, the advice was that all the extra organizational complexity/overhead required wouldn't clearly put Metafilter in a better place than it had always been under a benevolent single owner (assuming one could trust the owner not to just shut the place down and pay themselves whatever's left in the bank account, I guess, but I doubt anyone ever considered that a serious concern, if anyone even considered it at all).

What changed now was the decision -- upon cortex's resignation -- to shift to a more community-run model (steering committee, etc.), and then the realization that a bunch of the work the steering committee ended up doing and planned to do would be breaking labor laws if the site remained a for-profit business. (That's when the steering committee was temporarily disbanded.)

It's still going to be a huge hassle, but now it's been deemed a necessary one if the community's going to be able to legally donate its time and labor, so now that's being worked out.
posted by nobody at 7:26 AM on October 6, 2023 [12 favorites]


> "I don't think lawyers/experts previously said becoming a non-profit was impossible. "

Technically correct, I suppose, they just said it about becoming a particular (very common) kind of non-profit:

Emphasis in the original:
I am a currently-licensed attorney who has done work with non-profits. I am not MetaFilter's attorney, but I assist MetaFilter in liaising with its outside attorneys. It is my professional legal opinion that it is impossible for MetaFilter to become a 501(c)3. We have discussed the possibility of a transition to a non-profit with MetaFilter's actual attorney, licensed in Oregon. They believe it is impossible for MetaFilter to become a 501(c)3. I have talked about it with friends who are attorneys, and bounced it around my professional network. They believe it is impossible for MetaFilter to become a 501(c)3.
And later: "This WHOLE GODDAMNED WEBSITE is a prohibited political campaign activity."
posted by secretseasons at 7:34 AM on October 6, 2023 [10 favorites]


Lawyers often disagree about things. Especially when it comes to tax and regulatory issues, often the answer is not 100% clear and how someone wants to handle the issue will turn on their risk tolerance. The mistake EM probably made was being overly certain about one particular answer in a somewhat vague area. I don't think anyone is now saying it is 100% clear that the IRS and/or state authorities will be 100% on board with a not-for-profit MeFI, or that it is unreasonable to think that there may be risks and uncertainties. I think probably what Jessamyn's lawyer is saying is that it will probably work out, but there are risks and uncertainties. So, you shouldn't think of it like a binary thing where some lawyers said it was 100% no and then other lawyers said 100% yes (putting aside EM's overly certain statements that have been quoted above).
posted by Mid at 7:49 AM on October 6, 2023 [7 favorites]


"This WHOLE GODDAMNED WEBSITE is a prohibited political campaign activity."

This is not legal advice, but this statement doesn't jive with my understanding of nonprofit law at all. Transitioning to nonprofit status will almost certainly involve restrictions on what official site positions can be and (likely more onerously in practice) on what directors and staff can say on the site. However, I do not believe that what members or others say on an entity forum is generally attributed to the entity. So it doesn't surprise me to hear that different counsel thinks differently.
posted by praemunire at 8:17 AM on October 6, 2023 [12 favorites]


I have found, in working with counsel for my workplace, that how one presents any question to them will have significant influence on the resulting advice.
posted by lapis at 8:45 AM on October 6, 2023 [12 favorites]


daisyace: Is there an underwood reason that before, all the lawyers and experts consulted said it was impossible and now all the lawyers and experts consulted say it is possible? And a reason to have faith in the latter?

From an outside-looking-in non-lawyer perspective, I much more strongly believe the latter conclusion than the former, although of course as mentioned previously it would be the IRS making the ultimate determination, for a few reasons:
  • EM's statement on permitted activity for 501(c)3 non-profits didn't seem to reflect the breadth of activity that other 501(c)3s scrupulous about regulatory compliance carry out (direct link to wording of IRS requirements), as others have also previously noted. MeFi is not an organization that only or mostly does advocacy work and it does not endorse or campaign for political candidates as an organization, which to the best of my understanding are the main political activities that would make 501(c)3 status truly impossible for MeFi.
  • As noted by nobody, independent of the political activity issue, the philosophy of how the ownership of MeFi would like to see the site run has changed greatly since that discussion. It might have been "impossible" to have MeFi be a 501(c)3 and be run the way that cortex envisioned running it at that point in time, and at the same time be very possible to run it in the way that jessamyn envisions imagines it being run now.
  • Others have also previously noted that the increasing shift to community funding vs. advertising funding has changed things in making non-profit status more practical, although I'm not sure when the exact tipping point for that would have been. It also makes transparency and accountability to donors, which is a legal requirement for non-profit organizations but not for for-profits, important to the health of the community whether or not we have non-profit status, so to community-governance-minded leadership, that work might feel less like an additional burden and more like something that should be happening anyway.
In fact, it seems that it is probably more possible for the site to be run in alignment with jessamyn's vision with the site as a non-profit than not, given that its existing for-profit structure was incompatible with her (greatly appreciated!) vision of community governance.

I'm so pleased to hear that MeFi is making progress on moving towards a possible non-profit future and grateful to jessamyn for taking these steps, to the SC for their contributions to keeping MeFi alive, and to future site leaders and volunteers.

I think it's also important to keep in mind that as others have noted, community governance does not equal governance by MetaTalk. One of the huge benefits of MeFi being able to accept volunteer support is being able to draw on a greater breadth of skills, expertise and lived experience than is possible when site leadership work can only done by a small number of staff, which is fantastic - however making sure people with organizational leadership skills are empowered to lead is also important.

MeFi's commitment to community conversation about site policy in MeTa is an integral part of the site's history - however the specific MetaTalk format is both not well-suited to decision-making (whether by consensus or majority) and also has many times been a challenging place to get harm addressed without adding to the pain of people speaking up about it and of others affected.

So I also wonder, as we think not only about how the technical details of being a non-profit would work but also about how governance change might help MeFi continue to grow into greater inclusion and welcome, if it might be worth thinking through what ways community members could provide input to site leadership beyond the current MeTa format.
posted by beryllium at 8:59 AM on October 6, 2023 [24 favorites]

I don't think lawyers/experts previously said becoming a non-profit was impossible. Rather, the advice was that all the extra organizational complexity/overhead required wouldn't clearly put Metafilter in a better place than it had always been under a benevolent single owner
This is how I always parsed cortex's statements on the matter: "describing it as 'doesn't really make financial sense', 'a bunch of work", 'immediate significant headaches', but also 'never been off the table'."

Why two former staff members chose to represent this differently is something you'll have to come up with your own conclusions about.
posted by grouse at 10:28 AM on October 6, 2023 [7 favorites]


Hi folks -- just checking in before I go off to a long weekend where I will not be checking in just to let people know that I am reading along and that nothing needs to be decided quickly.

I guess this means the dream of jessamyn as benevolent dictator is dead.

I wanted to make this part of my comment separate from my other participation in this thread because this is just me-as-person, not me-as-owner. When cortex took over this site in 2017, ownership was a job. I mean that in terms of "it was hard work" but also "it paid the bills." When I agreed to take over in 2022 it was with the understanding that it would only be a job like the first sense and not the second sense. I figured legal-and-paperwork would be my in-kind service to MeFi and I could make the occasional tough call decision which might fall to someone in a buck stops here sort of way.

Obviously that is not what happened for various reasons mostly already detailed dispassionately above and I want to thank everyone sincerely for trying to take this pivot, for a community that has weathered a lot of pivots in the past 3-5 years especially, in the spirit in which it is intended.

In terms of financial runway, when I took over we had less than a month's expenses in reserve and now we have more like 6-7. I know this means that some things that money was set aside for did not happen (yet) but once it was clear that the SC+mods+jessamyn model was not going to be the way forward, it seemed to make sense to save up for whatever WAS going to be the way forward. I'll check in with loup about other numbers more specifically.

I think warriorqueen's suggestions (above) are sensible and I'll check in after the weekend and see how people are feeling,maybe a separate MeTa thread about actual plans.

I will note that since the initial 501(c)(3) exploration, MeFi's revenue model has changed somewhat (less ad revenue, more self-supporting, lower payroll) and yet it's a lot of damned paperwork and talking to lawyers and processing time (like, there were a few weeks there when things were not actively in process since I started working on this, but not very many, things are just slow). This is, however, in my wheelhouse and it's where I'd like to be helping. I think it's worth people in this thread thinking a bit about where they'd like to be helping--whether it's financially, with skills and service, or just by being a good community member--as we move through this next phase.
posted by jessamyn (staff) at 10:52 AM on October 6, 2023 [77 favorites]


adding my voice to those happy to see things moving in this direction, and excited to find ways to help in the coming future, whatever that looks like.

jessamyn, you continue to be an excellent steward for the site through some truly rough and weird times. thanks for that.
posted by Kybard at 8:30 AM on October 7, 2023 [6 favorites]


This seems exceedingly positive, and I'm glad this pathway is being explored. There are great suggestions/comments above about the need for an ED position, and the need for care in setting up the initial structure, but those are just tasks to be done, not existential challenges.
posted by Dip Flash at 1:43 PM on October 7, 2023 [6 favorites]


I only drop by here very occasionally these days, but it's heartening to see jessamyn operating - as always - with grace and good intentions. It warms me cockles it does. Goodonya.
posted by peacay at 2:09 AM on October 9, 2023 [12 favorites]


Fantastic news.

I work as a strategy consultant, helping small teams figure out the pathway to success. Much of what I know comes from Ask Metafilter and from the perennially-recommended Managing to Change the World, which is about running an effective team in a nonprofit context.

An effective executive team understands and owns the process and context, and keeps energy focused on the chosen workplan by openly and frequently communicating the WHY to the rest of the org.

My suggestion is to spin up a small structure that will support the creation of the MeFi NFP. It would be comprised of:

1. A trusted executive, possibly hired from outside, who has a good track record of setting up effective nonprofit teams. They would oversee two teams:

2. The "HOW" team - this team would be a few trusted members who would design the nonprofit administrative structure, job roles, reporting processes, and design a 5-year roadmap for funding, capacity building, turnover, taxes, etc. IMHO this team is the most critical to organization longevity.

3. The "WHY" team - this team would plan and host multiple community engagements, conducting SWOT analyses, researching different online communities, and creating a story about "who we are and where we are going."

The executive would work with both teams to eventually create a mission statement, strategic plan, and operations plan that are all in alignment. I can't express strongly enough how worthless a mission statement is without planning how to implement it, or how painful an implementation plan is if there is not a clear mission.

These are two different parts of an organization, and they really shouldn't be done in the same conversation. They are binary stars that orbit each other, impacting each other, but they require a different type of thinking and conversation.

I would be absolutely delighted to support or consult on all three of these components. I believe the future of MetaFilter is bright. This transition has the potential to unlock the strategy and finances we need to do what we do best, even better, for more folks, and help inject enlightened loving-kindness back into the internet and its many denizens.
posted by rebent at 11:47 AM on October 10, 2023 [24 favorites]


I don't think I saw it above, but is there going to be a call for volunteers once the legal structure changes? I think the "no unpaid labor " issue is what put a stop to Steering Committee, and I suppose the previous volunteer form might also be superseded.

I am curious about where there are openings for people to get more involved or offer to help? If that's coming in a future update that's fine! I just don't want to lose track of it.
posted by pulposus at 12:25 PM on October 10, 2023 [1 favorite]


Well, if there is a call for volunteers, I am definitely volunteering for Team Why. I may not be accepted, which is totally fine, but that is absolutely where my heart is now that I know it’s a thing. Thanks, rebent!
posted by Bella Donna at 1:27 PM on October 10, 2023 [4 favorites]


I don't realistically think I can participate in a committee until I'm done with law school and my divorce, the level of intensity is kind of what caused me to drop out of the BIPOC board. However, I would be happy to assist with the HOW committee after that, so I hope that whatever volunteers are sought, that more are sought at various different time periods.
posted by corb at 6:09 PM on October 10, 2023 [2 favorites]


Will this mean it's more likely that metafilter will continue to exist?
Really, that's the fundamental thing I care about.


Think about what Metafilter is. It's a group of discussion boards with some extra stuff alongside, and a community around it. The site itself is important, it has a voluminous history that needs to be preserved, but not actually essential?

Even if Metafilter as a specific website or company stopped existing, Metafilter as a community still could, maybe at a different URL if need be. Websites can be protean, their culture surviving when the original site disappears. Brunching Shuttlecocks closed up shop in 2003 but they still have a community that keeps in touch, at brunchma.com until 2022; now I think they're mostly on Discord. In fact, different people have created their own little Metafilters over the years (for various reasons I certainly won't be getting into here).

I hope it doesn't come to that, but if it did, there wouldn't have to be a reason we stopped meeting, talking and finding cool internet things to show each other. Such a thing might not have paid moderation or development work, which would be sad, but still possibly viable, if it had to be that way.
posted by JHarris at 8:52 PM on October 10, 2023 [2 favorites]


Please note, in case I somehow didn't overqualify that comment enough, that I really hope it doesn't come to that. I just think that Metafilter is a lot more than its site software.

To weigh in on the switchover to being a non-profit, I've said it and before and I say it again, it's nice that we're doing it right, but also telling that Reddit is working on an freaking IPO, while having a gigantic volunteer workforce. I dearly hope that whatever law we're being careful to abide by will eventually fall down upon their executives' heads like a 16-ton weight.

But, to defend the old structure of the Metafilter company, remember, its in a weird kind of position? In the old days MeFi brought in amazing wads of cash, and if you have a genuinely benevolent owner then that's the company structure that gives you the most freedom. And there is a danger to doing things democratically on the Internet--there's always the possibility that some big band of internet idiots will move in, all pay their five dollars, and decide that they're the ones calling the shots now. It seems unlikely, more so now that Metafilter isn't as big a fish as it used to be (I mean why would they even bother?), but it's still possible.
posted by JHarris at 7:48 AM on October 11, 2023 [1 favorite]


Yes and...


Just because metafilter becomes a nonprofit doesn't mean it becomes a democracy.

I would much rather a metafilter that intentionally placed trusted, long-time members into 75 % of board seats, rather than the way we did open nominations and elections for the steering committee. A good goal would be less than 30 % turnover year over year.
posted by rebent at 9:01 AM on October 11, 2023 [12 favorites]


As a 20+ year member, I totally endorse this plan. It has seemed like the best outcome for quite some time and in reality the site has been a non-profit endeavor in fact though not in law.

I'm in Vermont and have experience with non-profit boards including starting a new one and the pitfalls that may entail. Holler if I can help in some way.
posted by beagle at 11:40 AM on October 11, 2023 [5 favorites]


rebent: Just because metafilter becomes a nonprofit doesn't mean it becomes a democracy.

THIS. Get a person in charge and empower them and trust them. The board is just a gentle hand on their shoulder.

I am on the board of two non-profits. One, a library, has a strong director who is a paid professional -- and who does an amaaazing job. They bring things before the board and we "advise and consent," only sometimes getting into long discussions that touch on existential issues. :7) Paying the director means we have someone whose job is it to make day-to-day decisions that fall under the bylaws. Those meetings are orderly and efficient, and the organization runs very smoothly.

The other NP, a historical property & community farm, has an association with an elected board of directors, but no permanent director. Standing committees steer areas of interest, and the board receives their reports. The board meetings are less-structured and way more fun, but they are also longer and more contentious, and conversations spill out into the hallways and the fields. Everyone has an opinion, and -- since we run mostly on passion -- feels empowered to speak up. I love all of my Farm People, but it feels more like a raucous family meal than a board of directors acting in stewardship.

tl;dr: Set rules, get someone to run the shop, and hold the fun/passionate conversations outside of the day-to-day business.
posted by wenestvedt at 6:16 AM on October 12, 2023 [12 favorites]


I think there is a lot of room between an owner as a benevolent dictator and a totally loose-ends nonprofit.

Any executive director needs to report to the board. That person is the employee of the board.

And how do you expect the board to be chosen? If you want appointments, who would do the appointments? It would be a conflict of interest for the ED to do them, and maybe for any of the staff to do them.
posted by NotLost at 6:28 AM on October 12, 2023 [3 favorites]


It’s not a conflict of interest for a founding ED to appoint their own board. This is a common way that newly founded NPOs get going. After they have drawn up bylaws, the bylaws will normally specify how future board members will be selected.
posted by Miko at 12:29 PM on October 12, 2023 [11 favorites]


BoardSource: Building a Nonorofir Board for the First Time
posted by Miko at 12:37 PM on October 12, 2023 [3 favorites]


Hi folks -- in the interests of trying to set expectations I had fully expected to be here talking about posting a new MeTa about next steps on Tuesday but it's been a busy few days in my other jobs. I just know people in MeTa can feel weird when expectations are set and silently not met so giving a new update that I'm aiming for next Tuesday unless someone else wants to post something before then in which case I will enthusiastically participate. I think next step in this thread is seeing who is interested in helping with what and then maybe we can hammer out some "OK how do we want to talk about what we do next?" questions.

Again, very much appreciate people's thoughtful conversations about this.
posted by jessamyn (staff) at 2:27 PM on October 12, 2023 [17 favorites]


About conflicts of interest: When I Google “define conflict of interest”, the second entry is this:
“a situation in which a person is in a position to derive personal benefit from actions or decisions made in their official capacity”.

That would include a person appointing those people would evaluate the person’s work and set the person’s compensation.

About having some amount of democracy running the nonprofit Metafilter: Jessamyn said in the OP here, “Now we need to decide how to move forward and make MeFi into a community-run organization.”
posted by NotLost at 6:40 PM on October 12, 2023


I left out a word above. I meant "That would include a person appointing those people who would evaluate the person’s work and set the person’s compensation."
posted by NotLost at 7:04 PM on October 12, 2023


I am willing to help write bylaws.

I have been a member of the bylaws committee for two political groups, one of which I was also a co-founder of. I have also served as an officer of a national professional association. I think Metafilter resembles a membership association.
posted by NotLost at 7:33 PM on October 12, 2023 [2 favorites]


Conflicts of interest (The Council of Nonprofits), with sample conflicts of interest policies (which should be in writing, and reviewed by board and staff regularly).

Via the same source: One of the most important responsibilities for many boards is to hire and set the compensation of a talented CEO/executive director to run the day-to-day management activities of the organization, and then to provide supervision and evaluation of the CEO. When there are paid staff in place, rather than steer the boat by managing day-to-day operations, board members provide foresight, oversight, and insight.

The vast majority of board members for charitable nonprofits serve as volunteers without any compensation.


BoardSource has more on board members' fiduciary responsibilities
posted by Iris Gambol at 8:00 PM on October 12, 2023 [2 favorites]


One of the policies boards will usually develop and adopt is a conflict of interest policy. In the startup phase, this isn’t usually that relevant because the people involved and motivated to do the work to build the organization are likely already in relationship with one another and motivated by the same mission. As they craft the bylaws, they develop the protocols, guidelines and guardrails that will prevent any future questions or malfeasance or exploitation. But almost all nonprofits begin with a passionate group who does the setup work, often with the future ED among them and in some cases in fact seeding and handpicking the first board members. That is usually how the work begins. Once off the ground a COI policy can be put into place.

That said, one org I am on the board of only adopted a formal COI policy after more than 20 years of ethical operation. A COI policy is definitely good practice, but not mandated by any state I know oof.
posted by Miko at 9:36 PM on October 12, 2023 [1 favorite]


Well ther you go: NY state requires it, pee Iris gambol’s link. Still, in the formation phase, it’s not a conflict to file for recognition with the roles already set. any entity has to start with some organization in place.
posted by Miko at 9:41 PM on October 12, 2023 [3 favorites]


It’s not a conflict of interest for a founding ED to appoint their own board. This is a common way that newly founded NPOs get going. After they have drawn up bylaws, ...

This is not a "newly founded" organization, it's a 20-year-old community. Your proposal seems to be to hand it over to an unknown person, let them fill it up with their cronies, and write their own by-laws? Why not just fucking sell it to a billionaire if you want to crap on the entire idea of community?

It's clear from previous Metatalks that there are plenty of people who would like to contribute, and plenty more who deeply care about an organization that's more community-run. We're not an art museum or a charity where the members are just visitors or funders. The members here are the site: they provide both the content and the audience.

If you want to see what happens when a social media site gets treated as the property of outsiders and where the members have no power except to leave, there are plenty of very educational examples right now.
posted by zompist at 11:36 PM on October 12, 2023 [1 favorite]


I don't think Miko has a track record of crapping on the entire idea of community so maybe that's also not what's being pursued here, actually.
posted by away for regrooving at 12:42 AM on October 13, 2023 [16 favorites]


The members here are the site: they provide both the content and the audience.

This is the crux of it, and I do not think our current budget can support the sort of gold-plated CEO salary that would be the norm anyways. And I am not sure that the community would, as a whole, be super happy with an arrangement where some businessman type is calling all the shots?

Is there a middle way? A volunteer(ish) CEO role with more a stipend* than a salary? But then maybe this does not attract the skillset needed? Maybe 2 or 3 stipends for Operating Officer for Retention and Growth, Officer for Management and Operations, another task set I am not thinking of?

Also, with the need for professional work in management, I think we really need to revisit the paid / unpaid mod question. Our mods have historically been a really mixed bag! Our site claims that the "professional" moderation is part of what makes us so great, but I think a larger pool of stipended* volunteers, much more transparent in operation and much more accountable to managers, could fulfill the role we are currently pouring ~90% of our site's funds into.

*stipend meaning "some compensation but not what can be expected as a competitive salary". Such that people taking these roles are to a large extent volunteers and doing it out of their love for Mefi.
posted by Meatbomb at 3:02 AM on October 13, 2023


I have a week’s holiday coming up and would love to volunteer to pull together a list of volunteer profiles and some basic survey data to see what’s available as resources to get started. That is part of my day job setting up teams for collaboration, including remote. Please memail me if I can step up for this.
posted by dorothyisunderwood at 4:14 AM on October 13, 2023 [7 favorites]


Stipends, especially when it comes to mod work, sure sounds like a fancy way of asking people to work for free. I realise that exploitive work is how the vast majority of the internet operates but one of the reasons I contribute to Metafilter is we pay people to perform the hard heavy lifting work of moderation.
posted by Mitheral at 4:56 AM on October 13, 2023 [3 favorites]


Maybe we should brainstorm about potential roles for individuals or committees that will be needed either during the preliminary phase, on a continuing basis, or both. Here are some ideas, some of which have already been mentioned.

Staff
* Executive director (Might be part-time, might not be needed until somewhat down the road, such as when ready to make switch from LLC.)
* Mods
* Day-to-day administrator (Loup)
* Chief developer (Frimble)

Volunteer committees (Most of these could be composed of any mix of people on and off the board.)
* Board of directors (Including president or chair, vice president or vice chair, secretary and treasurer.)
* BIPOC (To be retained.)
* Bylaws (Would be needed in only preliminary phase. I volunteer for this.)
* Communications (I am open to being part of this.)
* Governance committee (Part of board. Focuses on board development.)
* Member recruitment and retention
* Money (One or more committees encompassing all or part of budget, finance and fund-raising.)
* Technical development (To help Frimble.)

Also, do we want the name of the organization to be just “Metafilter” or to be some variation on that?

And maybe we should have a thread focused on board composition.
posted by NotLost at 5:28 AM on October 13, 2023 [2 favorites]


A good individual role could be that of volunteer coordinator.
posted by NotLost at 5:41 AM on October 13, 2023 [4 favorites]


Actually, to make the most efficient use of our threads, because they can get long and go in many directions, maybe we should have a few dedicated threads, such as for"
* Board composition, such as how should it be chosen, etc.
* Brainstorming on roles and volunteering for those
* Staffing, such as thoughts about any executive director

If there is going to be debate about changing mod staffing, I don't know whether that should go in staffing thread, be its own thread, or wait until the dust is settled.
posted by NotLost at 5:48 AM on October 13, 2023 [3 favorites]


This is not a "newly founded" organization, it's a 20-year-old community.

The new entity will be an entirely new organization in the legal and financial senses. Starting a brand new 501(c)3 (or c4 or whatever incorporation structure it ends up in) is starting a brand new organization, even if it is entirely made up of people from the former organization.

Your proposal seems to be to hand it over to an unknown person, let them fill it up with their cronies, and write their own by-laws? Why not just fucking sell it to a billionaire if you want to crap on the entire idea of community

I'm confused. I don't see where I or anyone else made such a proposal.

I've started two nonprofits and been part of transitioning another org from a private business (started in 1928) to a nonprofit, now in its 23rd year. In both cases, you are creating a new entity and have to create the infrastructure from the ground up. That means nominating a board and officers, potentially hiring staff (though that can happen later), filing with the state and getting a federal tax determination letter, and then meeting state compliance demands. No matter whether you're asssuming the assets of a former organization or not.

In this case, just as with the org I was part of transitioning, we didn't sell it to a billionaire or "hand it off to an unknown person," and I'm not sure where that idea even came from. I imagine things will go something like:

1. A working group of volunteers who are part of the existing community is designated to work on the side(not as an official body of MetaFilter LLC) on crafting the structure of the new entity.
2. Those people either volunteer to serve as officers or board members of the new nonprofit, or create a nominating process to identify the officers and board members. I assume most if not all of those people will also come from the existing community. At the same time, it is a very good idea to think about bringing in some board members with expertise not represented in the volunteer group already. Legal, financial, programmatic, mental health, and organizational expertise (among other things more specific to the purpose of the org) are all good to have represented for critical guidance on issues related to their field of knowledge.
3. Those new officers and board members, having identified their starting staffing structure if such is to be the case, will plan to hire an Executive Director (best plan) or sometimes, begin by hiring a PT or FT admin first to help with executing their plans. They create a job description and solicit, nominate, or run a hiring process for the first ED. The first ED in a new nonprofit org is very, very, very often one of the people who has been part of the effort to found the organization, and so already comes from within the community. I suspect a new ED will be far more likely to be a MetaFilter "crony" than a billionaire crony.

gold-plated CEO salary that would be the norm anyways

Very few nonprofits pay a gold-plated salary. There are many places you can find salary studies online, but this gives a good idea: "an operating budget of a nonprofit organization under $500,000 corresponded with a CEO salary of $60,206." Adding fringe could bring that to $80K. If this is the structure the future MeFi board wants, that feels very doable for fundraising, especially if an ED is the only paid staff. The staffing model is of course yet to be worked out.

maybe this does not attract the skillset needed?

It's going to be a real consideration. I cannot overemphasize how big a job being an ED of a NPO is. It's very hard. One thing going for MeFi is it's totally remote work, and that's a huge plus. But it does need to be a meaningful salary to attract a smart persion with the right competencies.

One thing to guard against will be Death by Comittees. NotLost's list includes a lot of important functions, but not each needs its own committee. The more committees there are, the more meetings, the more minutes, the more recording, the more accountability tracking, the more demand for high-performing volunteers to lead each committee. Most boards will (or may be required to by state charter requirements) have a Finance committee to manage budget and investments, a Governance or Board Facilitation committee to deal with bylaws, board training, nominations, and officer slates, and a Development committee that deals with all things fundraising, including membership, grants, donation campaigns and annual and major gifts. Going far beyond that starts getting really weedy. A lot depends on how many staff members and what their oversight areas are; where there si a capable staff, the board should confine itself to oversight only and may not need a committee for that functio0n (for example, if there were a Membership & Marketing Manager as there is in many small member-based NPOs, they would create and manage plans for those areas and a baord committee may not be necessary).

There are some interesting emerging models out there that attempt to help boards streamline and work more efficiently. The NPO I'm on the board of right now is exploring these as alternatives because our committee structure has become unweildy. The Three Committee Model is really interesting; I like how it allows for a flexibility of board attention on the most pressing issues in each area at the time. The one we like even more is the Circle Model, but I think it's a better fit for orgs that have a clear annual cycle, like schools and camps, than for a place that operates mostly the same way year round. Anyway, the initial volunteer group can consider multiple committee-structure models with some research to inform them.

One thing to note is that people feel really different ways about volunteering. Is it exploitive? Or is it community service with the expectation of it being offered gratis? Of course, people with the privilege, support, and free time to offer service already overrepresent more privileged social strata. This is why I and others argued for a stipend as compensation for the BIPOC board: there is a strong movement to pay community advisors even within nonprofits rather than expect their voluntarism to fix problems which have directly harmed them. At the same time, of course in the USA there is a very longstanding tradition of voluntary association to produce cultural good, and so there may be reasonable expectation in many NPOs, from a hockey league to a theater company to a birdwatching group, that people volunteer to do the work of the organization. The question of who gets paid and for what is one of fundraising capacity, but also one of ethics. And a sensitive one, given the likelihood of organizational structure needing to change to make MeFi a sustainable entity and bring its payroll in line with its capacity to fund itself.

Finally, just a note about stipends: stipends are compensation and so they are governed by the Department of Labor/Fair Labor Standards Act, too. Stipends should not exceed 20% of what an employee in the same capacity would make. Stipends are also taxable and required to report, meaning they need to be in the budget.
posted by Miko at 7:35 AM on October 13, 2023 [29 favorites]


This is not a "newly founded" organization, it's a 20-year-old community. Your proposal seems to be to hand it over to an unknown person, let them fill it up with their cronies, and write their own by-laws? Why not just fucking sell it to a billionaire if you want to crap on the entire idea of community?

Miko hasn't proposed anything but instead rightly suggested this is how a lot of NPOs get started. She's providing information and expertise not proposing what anyone should do. She's also pointed out that there are other ways of doing things.

And, as another person with about two decades of non-profit experience, she is right - a lot of NPOs start in a transitionary state where a person is appointed to do the actual work to form an organization that can sustain itself. Interim ED is a thing because, generally, a volunteer board needs someone to actually deliver them things that they can deliberate and vote on. That person is often appointed on term and replaced once the organization has a board and processes - or is kept around if the board is happy with their work.

Also Miko is arguably the reason that a community-led organization is even on the table today. She absorbed a lot of pushback and harm from the site's former staff and a bunch of members for not accepting "no we can't" as an answer.

Suggesting she's here to crap on the idea of community is out of line and you should apologize for saying it.
posted by openhearted at 7:42 AM on October 13, 2023 [17 favorites]


I’d still like to suggest that a smaller group working a lot of this out - maybe Mike can volunteer, not to voluntell anyone - would be great because it does require research and expertise and trying to do that work on MetaTalk still feels counterproductive. Scolding people for their opinion or making options person ( is an example (and I’m sure I’ve done it, it’s kind of the nature of asynchronous online communication where I can’t see tone/body language.) is one example.

In a smaller group that can perhaps actually meet people can adhere to team formation norms and then make recommendations that are from a group, not an individual. Then it doesn’t land in the “MetaTalk wars” space as much (at least that was my experience on the TT) and it’s more easily focused on ideas.
posted by warriorqueen at 8:25 AM on October 13, 2023 [7 favorites]


Miko - sorry, autocorrected!
posted by warriorqueen at 9:21 AM on October 13, 2023


+1 to the idea of a smaller group drawing up some plans and recommendations. Attempting to brainstorm the plan on MeTa will be cacophony that goes nowhere at best and a rancorous button-fest at worst.
posted by Mid at 10:48 AM on October 13, 2023 [8 favorites]


The members here are the site: they provide both the content and the audience.

I agree with this. Which makes me wonder if it's time perhaps for another user questionnaire?

Much more limited than the previous one -- more fixed on trying to get a sense of what people want to see in terms of a new management and/or ownership (and/or whatever it ends up being) infrastructure. This gets back to rebent's thoughts on how essential it is to have a clear and lucid mission statement before moving forward on anything.

Your proposal seems to be to hand it over to an unknown person, let them fill it up with their cronies, and write their own by-laws?

Jessamyn is the current owner of the site. Wouldn't she be the one who ultimately hires an Executive Director whose key responsibilities are to get things functional as a non-profit org? I imagine if said Executive Director ends up being a version of the villain so described, she'd fire them.
posted by philip-random at 11:22 AM on October 13, 2023


I've seen mention of the idea that there could be a non-U.S. advisory board, and I think that's a great idea. Yes to that, and here's something else I think is important, given a battle one of my favorite 501(c)(3) nonprofits is going through right now. I skimmed the whole thread and I didn't see any call for a community advisory board, but I would highly recommend that one be included in the governance structure.

I'm not saying this issue would necessarily happen here, but here's a cautionary tale.

One of the things that's happening with one of my favorite 501(c)(3) nonprofits right now is that the executive director and board president, after coming under fire for DEI issues a few years ago, have begun to use DEI considerations as a flimsy rationale for firing or forcing into mediation any volunteers who disagree with them publicly (and/or were found to be making labor organization efforts at the nonprofit). This nonprofit used to have a board and a community advisory board, but the executive director and board president also used COVID-19 as a flimsy rationale to stop holding community advisory board meetings. A dear friend of mine stepped down from the community advisory board over this and asked them to take her name off of the org's website, since she felt it was being used as a prop. That's when I stopped donating.

The executive director and president of the board (who's a lawyer), working outside of community oversight, recently amended the organization's bylaws in ways that are hostile to the larger community of members and volunteers. Among other things, they made it harder for the community of volunteer DJs (this is a nonprofit community radio station) to nominate the board members it is allowed to nominate. There used to be a process whereby the community of DJs could select its own representatives on the board, but now all board appointments must be confirmed by the executive director. The board currently isn't filled as a result, because after all of this, two board members resigned, and the executive director and board president blocked nominees and have declared meetings of the volunteers to be "rogue" and outside of the bylaws. The organization is deeply suffering, including donations down about 28 percent, I believe, during their recent pledge drive, and only a few hours of non-robot-programmed shows each day.

Anyway, I sincerely hope nothing like that ever happens here. But one way to help prevent it from happening is to have a few checks and balances: a robust community advisory board with public meetings, a nonprofit board with some portion of members nominated by the community and/or community advisory board, and in the case of this site, a non-U.S. advisory board if that makes sense. It takes work to manage all of it, but given what I'm seeing right now with that other nonprofit, I highly recommend it.
posted by limeonaire at 12:03 PM on October 13, 2023 [3 favorites]


And if that seems like too much to manage, maybe those could be the same board: It's possible there could be a community advisory board that specifically is required to have a certain proportion of non-U.S. members (maybe also specific diversity and inclusion goals), and same for the regular board.
posted by limeonaire at 12:19 PM on October 13, 2023


Miko: especially if an ED is the only paid staff

I apologize if this is a dumb question, but does this mean that MetaFilter mods would be volunteers and not staff once it became a non-profit? Or does this mean that the executive director would be the only paid staff member of the non-profit before it assumes ownership of MetaFilter?
posted by Kattullus at 12:30 PM on October 13, 2023


DEI = Diversity, Equity, and Inclusion
posted by Iris Gambol at 12:32 PM on October 13, 2023 [2 favorites]


I imagine if said Executive Director ends up being a version of the villain so described, she'd fire them.

Could she? We were told above that "Non-profits don’t have owners", unless it's the general public.

Governance is really important, and the time to implement checks and balances is before they're needed, not after.
posted by zompist at 12:33 PM on October 13, 2023 [3 favorites]


yeah, I neglected to say, "while the transition was in effect".

I don't have much experience with how these things work. But I imagine Jessamyn wouldn't be signing off on anything until she had a sense of what the incoming Executive Director's plan was, and this plan would be in writing somewhere, and significant deviation from that plan would be cause for termination or whatever.
posted by philip-random at 1:14 PM on October 13, 2023 [1 favorite]


A breath of fresh air. Thank you Jessamyn.
If you want to briefly consider the non USA possibility you might want to cast an eye at what the Irish options are for Non Profits. The main advantage being that all governance is in the English language.
For 5 years I was chairman of UK registered non profit. We had no UK companies as members but did have a UK passport holder on the board as well as a UK treasurer.
Our executive director was an American based in Seattle. Our members ranged from Chile to Indonesia to UAE to Spain, France, USA + Caribbean nations and several more. I mention Ireland rather than UK as it is more friendly to anything internet based.
posted by adamvasco at 2:57 PM on October 13, 2023


Up above I made a comment that could have been construed as against democratically electing a board, like happened with the Steering Committee. And I do still think that's an opportunity for some malicious group to swoop in and buy votes, not that I think that would really happen to Metafilter at this stage of the game.

But then a few other people said they didn't think a democratically-elected board wasn't a good idea, and I'm not sure I am on board with that either? I think giving the community themselves a say in the governing of Metafilter makes sense. A Steering Committee with 12 members might be too many, judging by the difficulty we had in finding people to run for a second iteration of it. But a few people on the SC, myself included, had expressed interested in sticking around for a bit, at least to get the next group on board.

I also think the SC, last time, volunteered themselves for the fundraiser in a way that may have been long-term unsustainable, in our enthusiasm. And I think some outside people, seeing everything we were doing, might have gotten the impression that all of that was intended to be seen as part of the job, instead of things we were doing for the love of the site, and that might have discouraged nominees for that second election.

I mention all of this so it's in the air, as everyone decides what the site's governance will be. Any other former SC members, if you'd like to chime in, or amend/contradict what I said? I don't pretend to have a perfectly clear view of the situation, heh.
posted by JHarris at 3:54 PM on October 13, 2023 [5 favorites]


Given the consensus behind warriorqueen’s idea for a small group to oversee the transition, and the fact that we were just about to elect the next iteration of the steering committee when it was suspended, we could hold the steering committee election. This election would be for the group to oversee the transition, with a limited duration, such as six months.

We already have the basic structure in place for a committee and an election, as far as procedures. We would need to see whether any previous SC members want to renew, and get new nominations from others.
posted by NotLost at 5:47 AM on October 14, 2023 [6 favorites]


I briefly worked as EA to the ceo in a large-ish (400 staff) true nonprofit (NGO) where there was some risk of the board being taken over but the board was elected 1/3 new every year (3 year terms). So it never happened. They are still providing a cradle to grave range of services including transitional housing for hard-to-house adults

I also worked in a nonprofit where that was the structure but the c-suite and their kids were paid $$$ while the rest of us peons were very much not. With that one, they wanted to turn it over to a media guy (even some news reports said he “bought” it) and so they had the meeting to vote him the new CEO and his new board in at, I’m not kidding, 10pm on New Year’s Eve.

The lesson is - be thoughtful about structure but in the end intent matters.
posted by warriorqueen at 6:39 AM on October 14, 2023 [5 favorites]


This was exciting to read!

I suppose there could be a second entity in a non-US jurisdiction and the IP rights could be shared, letting the non-US entity exert some oversight on what can be done under the rubric of "Metafilter" if it's really that important to people. But overcomplicating things seems like a bad idea. Of course, I'm in the US.
posted by snuffleupagus at 8:30 AM on October 14, 2023


I apologize if this is a dumb question, but does this mean that MetaFilter mods would be volunteers and not staff once it became a non-profit?

I can quickly answer this one, I think. I don't think the existing business structure will change in the immediate changeover. A community-led group might, over time, decide on a different business structure but for now moderation and developer positions should be remaining paid positions unless a community-led group decides differently. I feel like that's a longer-term decision, not an immediate one. Back on Monday, thanks for people's patience.
posted by jessamyn (staff) at 9:16 AM on October 14, 2023 [10 favorites]


Stumbled upon this while looking for a used car.

This meatfilter thing seems like it can embiggen the smallest person or emsmallen the biggest one, if those are their wishes - not for me to judge - so am in favour of whatever flavour.

For what it's worth, which isn't much.
posted by UbuRoivas at 6:08 AM on October 16, 2023 [4 favorites]


[post is in the MeTa queue but I want to get a second set of eyes on it, so we're looking at posting tomorrow, thanks folks!]
posted by jessamyn (staff) at 4:23 PM on October 17, 2023 [3 favorites]


Update thread.
posted by jessamyn (staff) at 9:20 AM on October 18, 2023 [2 favorites]


We have these volunteers so far:
* corb, possibly some time-limited tasks, well versed in nonprofits;
* Frayed Knot, initial board, bylaws, ED search, deep experience with one nonprofit;
* jessamyn, advising;
* JHarris, strong in writing and ideas, previous SC member;
* kybard, initial board, project management;
* NotLost, a few options;
* rebent, initial board, paperwork, project management;
* Rhaomi, multiple options, interested in UI and FanFare, former SC member; and
* warriorqueen, can help after six months or so.


Of those, these people are willing to be on the transition board: Frayed Knot, JHarris, kybard, NotLost, rebent and Rhaomi. Plus whatever other former members of the steering committee who told jessamyn they would renew but haven’t said anything here.

Looking at the user profile pages of those who have volunteered for the board so far, it appears that we’re all in the United States. And we might have limited diversity in any other dimensions.
posted by NotLost at 6:17 AM on October 22, 2023 [2 favorites]


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