MeFi Business/Legal Update Follow-Up October 18, 2023 9:20 AM   Subscribe

Hi folks -- here's a thread to talk about constructive next steps after this thread from two weeks ago.

I apologize in advance if I am bandwidth-limited this week but I wanted to open up a thread for discussion since the other thread is more for... getting the news out. A few things that probably need to be figured out sooner-rather-than-later.

I would encourage people to read Iris Gambol's comment and warriorqueen's and dg's and rebent's and NotLost's and Miko's with links in terms of what to think about. Per NotLost's other comment in the thread, I can say that I've reached out to all the previous SC members and a few indicated they'd be interested in continuing to be involved, a few can't, and a few I didn't hear from. I'll let them speak in this thread.

1. Paperwork As was noted in the other thread, registering a non-profit is one of the simple parts. My lawyer has offered to do this and would be happy to be the address-of-record, this is not that unusual since this information, once you've decided on the state of registration, does not matter that much, it does not give them any ownership or leadership. However an initial board would need to be selected. This is traditionally 3, 5, or 7 people and doesn't have to be a forever thing. Once this is in place other paperwork like applying for non-profit status can start. MeFi LLC will still be running things at this point, this is laying groundwork not an immediate transfer of power, money, "the keys," anything. Getting non-profit status would probably be the starting point where discussions of this sort of transfer would happen. And that will take some time (a few weeks to a few months). You have my promise that I will do the MeFi LLC part of this.

2. Committee work. MeFi LLC can not have volunteers doing anything which is "the work of the site" but a non-profit could. People agreeing to be on committees, within whatever boundaries you'd like to put on them (and deciding on what those committees would be, NotLost had some good suggestions in the previous thread) is another good early step. People being on committees of a new non-profit are not people doing the work of MeFi LLC, so this is okay. Death by Committee is not what we want. How can we be effective but also make sure we're listening to folks? How do we decide when and how to make decisions?

To be very clear: I can not be the ED of a new organization and also should not have a leadership position on the board. I can advise, be an omsbudsperson, continue to do paperwork including for the new organization, and otherwise be accessible and available and/or be part of my own supercommittee if the new organization wants that.

If people would like to speak to the first two items and start a discussion, I think that would be good. If you're offering to help in one of those two capacities (initial board and setup work, or committee membership or formation) my suggestion is to indicate that in the first line of your comment and then place your thoughts below. Thank you, again, for caring and for doing the complicated work to help MeFi be community-run.
posted by jessamyn (staff) to MetaFilter-Related at 9:20 AM (123 comments total) 45 users marked this as a favorite

You should probably update the banner link.
posted by bowbeacon at 9:40 AM on October 18

I don't have deep experience with non-profit governance, so take this with a grain of salt. Would it make sense to establish a small board, and undertake a search for an experienced ED with a good values fit, before coming to any firm ideas about committees?

It strikes me that such a person might have an important perspective on what would work well. It also might impede that search process for such a person if they fear death by committee, and the board is distracted by a big governance conversation.

Having found an appropriate candidate, we would have clearer leadership of more detailed governance discussions, if only just from an administrative perspective.

I may be misunderstanding what has already been planned, so again, grain of salt.
posted by lookoutbelow at 10:12 AM on October 18 [7 favorites]

I volunteer for any (not all) of the following:
* Helping write bylaws, possibly policies.
* Possibly helping with anything data related.
* Serving on transition board or rebent’s “How” team.
* Helping with communications, mainly editing or proofing.
* Possibly helping with recruiting, selecting, etc., the executive director.

My qualifications:
* Former journalist.
* Former data analyst.
* Served as officer of national professional association.
* Helped in a few capacities with 2022 Mefi fundraiser.
* Helped write or revise bylaws for two political groups. One of those was a statewide group I helped found.
* Serving as chair of my local housing agency, where I implemented a formal system for evaluating the executive director.

The link for dg’s comment actually goes to one by Iris Gambol. There are a couple of comments by dg, so I’m not sure which one jessamyn meant to link to.
posted by NotLost at 10:18 AM on October 18 [8 favorites]

Yay! The best of luck for all of us! We're doing what Reddit does not!

I could help a bit I guess? I don't have many qualifications other than being on the first go-round of the Steering Committee and helping with last year's fundraiser, and having some ideas.

My impression of being on the Steering Committee was a lot of people with good opinions, a little drama, and on my part bringing forth a lot of ideas that no one really had time/energy to talk about. My favorite parts of being on the SC, coming up with new ideas for updating the look and features of the site, were things that people didn't have a lot of feedback for. Rhaomi had some cool ideas there too. But it's easy and fun for us to come up with ideas when we're unmoored to reality, heh. We could spend hours building sandcastles that would break apart with the first good wave to hit them. Maybe those ideas would be best discussed in a Talk thread?

Helping with the fundraiser auction was fun, although a bit time consuming. I liked doing the crouton meter, although I understand it was not universally loved, heh. It has not escaped my attention though that the croutons in the meter were pretty generic, and didn't reflect the full diversity of those in the Garden. I apologize for that: honestly, I had barely gone to the Garden before. If something croutony were done in the future that would change, but it's okay if not. Maybe instead of croutons in the future, something related to beans?

I often felt like I was one of the slackers on the SC. I apologize for that too, but the fact is, as a freelance writer, I have a certain number of spoons that are claimed ahead of time; that whole keeping-myself-fed thing. I do have some spare spoons, just not a huge number. So, I could help out a bit on one of the committees to come.
posted by JHarris at 11:14 AM on October 18 [2 favorites]

You should probably update the banner link.

posted by jessamyn (staff) at 11:52 AM on October 18 [2 favorites]

I would suggest a 7 person board, with 4 person quorum. I absolutely can't help at the moment with continuous ongoing work, but would possibly be willing to help with discrete time-limited stuff. I've sat on a number of non-profit boards and executive boards, as well as on executive director hiring committees. I have written and revised bylaws. Much as I despise it I am obscenely familiar with Robert's Rules. I am definitely not a lawyer and definitely not your lawyer but am somewhat familiar with nonprofit law and compliance.

Jessamyn, additionally - there are a number of law students on Metafilter, including myself. If and only if you think it's worth the lawyers' time, it might be worth asking if there is a benefit/capacity, once the nonprofit is incorporated, in which we might be able to volunteer legal time and maybe save Metafilter money for scut work. Under the supervision of the attorney hired by Metafilter? Under the supervision of an attorney volunteering for Metafilter?
posted by corb at 12:11 PM on October 18 [7 favorites]

So, for clarity, will the end form be that MeFi LLC will no longer exist, and so Jessamyn will exit from any ownership in whatever form MetaFilter takes after that, or that this non-profit will be overseeing the running of MetaFilter with MeFi LLC operating as a bills-and-paperwork company but without a governing structure outside of that?

I'm probably asking the right question with all the wrong words. But I'd like to understand what the final form of MetaFilter will be once all these transformations have taken place.
posted by hippybear at 1:31 PM on October 18 [2 favorites]

From the previous MetaTalk:
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).
posted by zamboni at 3:33 PM on October 18 [4 favorites]

How can we be effective but also make sure we're listening to folks?

I suggest that we have a dedicated role on the board of something like Member Representative. Basically, a central point for anyone with a Metafilter account to bring concerns and questions to that they would then bring to the board during meetings. Crucially, this would not be a complaints box or a replacement for MetaTalk. If a user wants to get involved in a committee or group that already exists, the rep can direct them accordingly and direct them towards being a volunteer more generally. If a user has a question that has a straightforward answer, the rep can send that on to the relevant person and then be the middle man for answering the user so things aren’t duplicated. If a user has an idea but doesn’t want to do the work (hi, it’s me, I’m the user) the rep could keep track of these ideas and bring them up during meetings and to the relevant people to see if it’s viable or not.

What they would not do is be a place for any user to complain to about specific incidents on posts (that would be a mod thing), or for making final calls on issues before bringing them to the board. I am imagining someone who is very good at communication, who is approachable for a reticent mefite to be easy to send a message to, and who can keep good notes so as to collate duplicates and detect bad actors. Perhaps they would work closely with whatever kind of volunteer wrangler position ends up existing, but I think they should not be the same person because that is easily a conflict of interest. I think this rep should definitely be on the board but not also be responsible for something else big because they should be focused on user communication and needs foremost, while everyone else on the board would be in the “being effective” role.

The idea behind this is so that everyone on the board doesn’t end up being a general contact group for everyone’s questions and ideas - the board members focus on their specific tasks and areas, and the member rep focuses on getting the right board member or committee to look at the questions and ideas from the userbase. Maybe it should be a couple people: someone who is experienced with multilingual communication so our ESL members feel welcomed to reach out to them, and someone who can definitely attend all the meetings and effectively and efficiently speak during them.

I’ve been in a few organizations with roles like this and they seem to make people feel heard, but it would take some judicious boundary setting to start off with.
posted by Mizu at 5:22 PM on October 18 [4 favorites]

I wish I could volunteer for something, but all my time is well and truly spoken for :-(

The link for dg’s comment actually goes to one by Iris Gambol. There are a couple of comments by dg, so I’m not sure which one jessamyn meant to link to.
I think this one is where the link should go.

Would it make sense to establish a small board, and undertake a search for an experienced ED with a good values fit, before coming to any firm ideas about committees?
Definitely. An experienced ED will be able to develop a governance structure they know works and a 'clean slate' would be much more attractive to the right person than having to, potentially, dismantle a structure that already had some momentum but maybe isn't going to work well in the longer term.
posted by dg at 6:00 PM on October 18 [1 favorite]

Thanks for staying on this, Jessamyn -- the progress is so encouraging to see.

As I said over email, I'd be happy to participate in whatever way is helpful, from a volunteer role up to one of the required board spots if needed. I'm proud of everything the SC was able to do but there was the problem of scope mismatch/mission creep and the urgent fundraising/budgetary needs kind of taking over everything else; it would be nice to stay involved in a way that is a better fit (and not legally questionable). Specifically, I'd love to explore implementing some donated code that would really improve the UI, as well as some changes to expand FanFare.

As far as structure goes, the SC was largely organized around a number of working groups (code, bizdev+bizops, fundraising, site culture), plus monthly Zoom meetings to supplement asynchronous chat. The working groups helped organize discussion but the work was pretty ad-hoc. Hashing out a more rigorous organizational and decisionmaking structure was an early goal, but got overtaken by events pretty quickly. The budget included funding for an admin position to help improve the resulting organizational and communications issues; imho it would be smart to make this paid role into an overall administrator/coordinator/ED for the new entity, somebody who can reliably schedule and chair meetings, identify and parcel out tasks, and keep tabs on progress to report to the community.

This is kind of similar to what loup and previous site owners have done, but they and the mods were in many ways siloed from community involvement, and had the added pressure of them being solely responsible for making site decisions. Having a community nonprofit board foster community discussion, gather feedback, and make those decisions as a group will help, but it's important to retain an executive function to provide needed structure and ensure those decisions are implemented and communicated consistently. That and a new tech hire will be the key to harnessing volunteer energy in a focused, productive direction, imho.
posted by Rhaomi at 7:14 PM on October 18 [7 favorites]

I can not be the ED of a new organization and also should not have a leadership position on the board

Jessamyn, can you clarify what this means? Do you mean that as the owner of the LLC you are legally not allowed to be part of the ED and should avoid for legal simplicity being a board member? Or is it more about your having other jobs and a life and limited bandwidth etc. (which is also entirely reasonable, just trying to understand which it is).
posted by If only I had a penguin... at 8:32 PM on October 18

I have zero experience in what you have undertaken but as a long-time user/contributor/supporter, I thank you, all of you, for doing what I can't and ensuring the continued viability of this site and this community.
posted by From Bklyn at 2:38 AM on October 19 [8 favorites]

Or is it more about your having other jobs and a life and limited bandwidth etc. (which is also entirely reasonable, just trying to understand which it is).

From the previous MeTa:
- 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 zamboni at 5:35 AM on October 19 [2 favorites]

An experienced ED will be able to develop a governance structure they know works and a 'clean slate' would be much more attractive to the right person than having to, potentially, dismantle a structure that already had some momentum but maybe isn't going to work well in the longer term.

I don’t understand how that would work. You would need to have some structure before hiring the ED. Could you outline more about how you envision this working, what the actual steps would be before and after the hiring?
posted by NotLost at 6:36 AM on October 19

Jessamyn, can you clarify what this means?

Sure, and thanks all for participating. I've been an unpaid ED-ish person (and with a lesser role for the six months before that) now for over six months and it's been a lot. Again, I don't mind the paperwork and tough-decisions and lawyer-interactions aspects of it, and interacting with mods/frimble has mostly been just fine, but doing that AND feeling like I have some responsibility for people's satisfaction in MeTa (like, I have my own boundaries but that doesn't mean there's not some pressure for me to do something about a number of issues at a speed that isn't possible and sometimes for people who are very angry) is a little much for me.

I am mostly happy to do this work but I need some time not doing that for a bit. Legally I should not be transferring the business to.... myself. But also just for clean-break reasons. I have a great deal of institutional knowledge that I'd like to be able to offer and share (and MeFi is my home) and I might be able to be a good member representative or a silent board member.

I think the SC was a good structure. I like to think the SC without the chaoticness of an impending financial crisis, some boundaries around time expectations, "point people" for various aspects of their work, and maybe a little more in terms of staff responsiveness (as Rhaomi says above) might have made that easier. A non-profit structure is one in which that structure could actually work and could be built, is the way I see it.

An ED sounds like a big job because I think for a lot of us we've worked with bigger non-profits doing wider-ranging things that may have been more mission-critical, but it could be a variant on an admin position, reporting on the workings of the website to the board, interfacing with mods/devs and committees and maybe making regular updates here (the way loup does now - those might be better done by a board in some sort of MeFiFuture). We're mostly trying to keep a website running, legally and sustainably. I think that's within our reach collectively, it's just not within my grasp personally.
posted by jessamyn (staff) at 8:08 AM on October 19 [53 favorites]

Thanks for answering that, Jessamyn, and for everything you’re doing and have done for MetaFilter.

I agree with NotLost that the board needs to be sufficiently established before bringing in an executive director. If the ED is to be an employee of the nonprofit then the nonprofit has responsibilities and obligations for the selection and hiring process, supervision, payroll and benefits, etc. If the ED is to be a contractor then the nonprofit has to manage the contracting process. In either case the nonprofit needs a bank account and appropriate oversight of its finances.

Maybe I’m suffering a failure of imagination, but I think there will need to be a founding board with some minimal bylaws that can be revised later.
posted by Songdog at 8:21 AM on October 19 [1 favorite]

Also note the non profit needs to exist to have money to hire.
posted by warriorqueen at 8:30 AM on October 19 [3 favorites]

I am willing to join an initial board and help with project management and paperwork.
posted by rebent at 8:40 AM on October 19 [4 favorites]

as I was with the SC, I'm willing and happy to join any initial board and/or any committees that can use the support of a project-manager generalist with some specific but not deep webdev, UI, and accessibility expertise

notably though I have supported nonprofits in my career I have little to no expertise on the actual governance or logistics of a nonprofit, and think the initial board should probably prioritize that experience above all else to minimize any unnecessary reinvention of wheels
posted by Kybard at 9:52 AM on October 19 [3 favorites]

Jessamyn, this right here: Legally I should not be transferring the business to.... myself. is really the key part of all that, although I fully respect that also this bag of cats we call the membership is ... a lot.

I'm really happy this is happening. I wish I could help with the startup but cannot. Perhaps at some point in the future....
posted by anastasiav at 10:00 AM on October 19 [1 favorite]

After some thought, I'm volunteering to be on the initial board, to help write the by-laws, and find the new ED.

  • 20+ year career in tech, currently Director of Site Reliability Engineering for a well-known (in the US) commercial website. Happy to disclose the name of the company privately.
  • From 2009 to 2011, volunteer ED of The Mankind Project of Northern California, the now-defunct local chapter of ManKind Project USA
  • From 2010 to 2013, volunteer board member and Treasurer of ManKind Project USA
  • From 2004 to 2013 a whole bunch of other volunteer positions and committee memberships with MKPUSA.
  • MeFite since 2006 (originally under a different username). I "buttoned" in 2019 (I think?) and then came back in 2022, encouraged by the move to more community-based governance. I'm excited to help move that even further along.
posted by Frayed Knot at 10:24 AM on October 19 [9 favorites]

I don't remember what the diversity was like on the SC so this isn't saying anything about the past. Just a thought I want to share with the community.

Generally speaking, board diversity in as many dimensions as possible from among the many competent candidates of metafilter will help ensure continued diversity in the future.
posted by aniola at 3:40 PM on October 19 [9 favorites]

This is a musing/question for the mifians that deal in non profit orgs. If when this place becomes a full fledged not for profit 501c-ish something, will it be possible to go for grants? Seems like it's ripe for funding having a serious track record of forward thinking for the underserved communities. Or is pre-metamorphosis, this is not a topic not to be brought up?
posted by sammyo at 6:29 PM on October 19

What has Metafilter done for underserved communities that's forward thinking? Are there specific activities or projects that you have in mind?
posted by Sebmojo at 7:57 PM on October 19 [4 favorites]

sammyo, I brought up grants in the last thread when talking about where the nonprofit should be formed ["... 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"].

I think that jessamyn's willingness to do paperwork for the new organization makes Vermont a strong candidate for the state of incorporation. The LLC's registered there, too.
posted by Iris Gambol at 10:41 PM on October 19 [1 favorite]

Thank you for doing this work and getting the ball rolling on planning for transition, jessamyn. Like many, I'm not in a position to step up for a service/leadership role, as I already have (too many) other such roles, and I'm grateful for those who can.

As to grants, I also think that might be worth pursuing down the road. MetaFilter is truly a sea of contrasts, in terms of the perspectives members share about the site, depending on where they're coming from. From my perspective, I see an org that aspires to:

* well-moderated conversation
* international membership
* explicit care for BIPOC members
* explicit care for LGBTQIA+ members
* open/no-paywall access to information

Members regularly disagree about how well those aspirations are met, but many, many organizations do not begin to approach MetaFilter's level of effort toward meeting these goals. Granting organizations supporting any of those goals might be worth approaching, though grant seeking and administration are of course time-consuming. (And, of course, there are orgs I'm not going to name here that claim to support X and actually/functionally support X's opposite.)
posted by cupcakeninja at 5:30 AM on October 20 [7 favorites]

Grants are down the road, I agree. I think right now it's initial board - "traditionally 3, 5, or 7 people and doesn't have to be a forever thing. Once this is in place other paperwork like applying for non-profit status can start" - and committees. jessamyn referenced NotLost's excellent suggestions in the previous thread; they mentioned:

"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.)"

Are there other committees needed in this phase?
posted by Iris Gambol at 1:59 PM on October 20 [1 favorite]

I think 5-7 people could stand this thing up pretty quickly and then committees and subcommittees and all else could follow. I think mapping out a lot of committees at this stage does not help with concrete plans and may make them more difficult. Elect a board (or the board should just band together themselves), form the entity, and then figure out what will be helpful and how people can participate. We need a vanguard of the revolution, in other words.
posted by Mid at 7:07 PM on October 20 [5 favorites]

To the barricades!
posted by Meatbomb at 9:06 PM on October 20 [3 favorites]

I have seen a group lose a lot of potential volunteering because it didn’t strike when the iron was hot. When you’re talking about volunteers, there is only so much planning you can do. You need to be open to receiving people’s gifts of time and talents when they are ready to offer those gifts.

Are there other committees needed in this phase?

The only other committee I can think of for the preliminary phase is a search committee for the executive director. This team would also write the job description, etc. I expect this team would have at least some membership from the transition board.

The preliminary phase might also be a suitable time to write a few policies, mainly conflict of interest, which might be done by the bylaws committee. At some early point, there should be financial controls laid out (in either the bylaws or a policy) and a structure for the ED evaluations.

Maybe not a committee, but a good role for a potential volunteer would be that volunteer coordinator.

And, of course, it could be helpful to know whatever the working groups were of the steering committee.
posted by NotLost at 10:51 PM on October 20 [3 favorites]

Most of the work that needs doing can be done in a full board of 5-7 people. Committees and bylaws can definitely wait until later. Full Board Governance (what the SC was attempting, kind of) is fine.

If when this place becomes a full fledged not for profit 501c-ish something, will it be possible to go for grants

Possible, yes; likely, less clear. There are grants for all sorts of things, not just "underserved communities," among them civic and democratic projects, educational projects, internet-freedom projects, discourse projects, etc. But I'd also caution not to get dollar signs in eyes about grant support because: the grants MeFi would qualify for are few; they are competitive; and chasing grant money can often distract from an organization's core purpose, especially when it's a small organization trying to sustain a specific enterprise. It's worth exploring at a later date but MeFi NPO should plan on being largely self-sustaining through donations/gifts and earned revenue. It would be very unusual if grants ever supplied more than 10% of the operating budget averaged over a 5-year-span.
posted by Miko at 6:27 AM on October 21 [9 favorites]

Proposal - let’s set a date for an election and figure out the rest when we have a group of leaders selected who can say what they think will help get us off the ground. The election will be informal in the sense that there is no legal entity yet, so it won’t be an official legal board, but it will be consensus-building and will identify the group to take on the next stage with some clearer direction.
posted by Mid at 8:56 AM on October 21 [1 favorite]

Brief reminder that frimble did create a voting mechanism for previous elections, so it could be used again.
posted by Brandon Blatcher (staff) at 9:29 AM on October 21 [1 favorite]

It seems like we need an intake/application form for board and committee formation.

What information would the intake form need to collect? Maybe:
username, country where you are located, time zone (or perhaps “working/awake hours”), best contact information (phone/email/etc), an open ended box for you to submit your qualifications, a pick list for you to select what you are volunteering for, and an “other feedback” box.

I propose that the pick list for what you’re volunteering for could be “board of directors - 2024” (ie a one-year timeframe, at least to start) and then the committee options listed by NotLost/reposted by Iris Gambol above.

I think we’d then focus on board selection and leave committee selection for a future 2024 timeline. As far as board selection… any thoughts on that? Once we have a pool of applicants, then what?

As far as timing/deadlines: when can the board officially take office? Maybe an application deadline of one month before then (unless we need to wait until the NPO exists?)
posted by samthemander at 10:17 AM on October 21

I’ve counted volunteers and so far I don’t think we need an election.

I can’t volunteer for the next 6 months but will be up to help, especially with specific comms or marketing tasks, at a later date.
posted by warriorqueen at 11:04 AM on October 21 [1 favorite]

"once you've decided on the state of registration," per the post, is the first step -- even "transitional phase" boards need to know what will be expected of them, and the registered agent, with a physical address (not a P.O. box), is in-state.
Vermont gets my vote. Are there other contenders?
posted by Iris Gambol at 11:06 AM on October 21 [1 favorite]

I don't have anything to offer here (besides appreciation for those stepping up to help), but thought it might be worth pointing out that something seems to have gone wrong with Feedly's parsing of the MetaTalk RSS feed, with the most recent post it sees being back on October 10th (despite the feed itself looking like it properly continues up through the most recent post this week).

There are 264 others following that feed on Feedly, and while surely not all of those are active, some of them might otherwise be seeing this thread. Not sure if that's a bug on Feedly's end or something that's gone wrong with the formatting on MeFi's side.

(Spot-checking a bit further through the feeds I don't follow, the MeFi and Ask feeds are working as expected, as are the Music, Jobs, popularX, and AskCategory feeds, but the FanFare feed -- with just 68 followers on Feedly -- also stalled out after the last post of October 11th, as far as Feedly sees, even though the feed itself also looks like it continues up until today.)
posted by nobody at 12:20 PM on October 21 [2 favorites]

but thought it might be worth pointing out that something seems to have gone wrong with Feedly's parsing of the MetaTalk RSS feed...

Have passed this onto frimble, they'll take a look!
posted by Brandon Blatcher (staff) at 12:39 PM on October 21 [2 favorites]

Confirming that Feedly is out for Metatalk; the last post I got there was Oct 10. I found out about this post from the header.
posted by donnagirl at 2:16 PM on October 21

Thanks for bringing that to our attention, nobody. Before making any decisions, maybe we should wait at least 24 hours after the Feedly problem is fixed.
posted by NotLost at 3:42 PM on October 21

When it comes to deciding on a state to incorporate in, it’s worth some research. It doesn’t need to be a state in which any owner or director resides.
posted by Miko at 9:04 PM on October 21 [3 favorites]

One question is how long the transition board should be in place. Some options are:
* Until nonprofit is stood up, with registration, bylaws, ED and next board.
* Six months.
* One year.

My choice would be either six months or until nonprofit is stood up. But I don’t know how long IRS approval usually takes.
posted by NotLost at 6:06 AM on October 22 [1 favorite]

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 6:20 AM on October 22 [1 favorite]

I suggest posts in Ask, MetaFilter, and Fanfare, from the mod team to make it clear, and then closing nominations in one week. I’d forgotten the quiet SC members so at that point it could go to the voting module if it’s over 7. Not sure how the number could otherwise be determined to be smaller unless there’s a vote on that too.
posted by warriorqueen at 6:51 AM on October 22 [1 favorite]

I also think more people will throw their hats in if there is a broader announcement. I think 6 months is a good idea for this transition group. They could come back for a vote of confidence from the members if they need more time. These folks would make a recommendation on things like state of incorporation. The idea is to empower a small group to make some decisions/recommendations rather than just us batting stuff around on MeTa. If we only have 7 or 9 or 11 candidates or something like that we can just say that’s the group. This would be an “unofficial” group in the sense that it would not have formal legal power, but it would have a community blessing to go forth and figure this stuff out.
posted by Mid at 6:56 AM on October 22 [3 favorites]

I volunteer to help with initial board and setup work and/or committee stuff (from Iris Gambol's list, I have the most experience with bylaws, communication, and governance, though I'm also interested in DEI and recruitment/retention).

I've served on the board of a couple small nonprofits, and I work at another nonprofit, where my responsibilities include project management, policy/procedure creation, and attending board meetings.
posted by box at 7:11 AM on October 22 [4 favorites]

Given that the transition board would not be part of MeFi LLC, does that mean it would need to be divorced from any staff support?
posted by NotLost at 9:50 AM on October 22

What kind of support? I think making some links/posts is pretty de minimus and would be fine.
posted by Mid at 9:58 AM on October 22

I was just asking in general.
posted by NotLost at 10:04 AM on October 22

I don’t know how long IRS approval usually takes.

The time I did it in the past, it's took about three months, possibly a bit shorter. It was mostly a short amount of paperwork (again, this is a part I am offering to do) and waiting. My suggestion is that a transition board be the one which does the non-profit application with themselves on the board with some sort of timeframe for electing another board with a call out to the larger community and paying attention to DEI issues.

And agree with Miko, the state of incorporation is not set in stone I have legal advice and support for doing this for Vermont and could set up a bank account here. If there is a person or group who feels strongly about that being elsewhere, that is also fine with me. My lawyer can be the registered agent. I can also give people more information about him if that helps.

does that mean it would need to be divorced from any staff support?

Sort of? Basically we can do things on-site, like set up elections if people need it, offer the use of moderation for threads (or not, if people choose) and set up some basic report type things (like "we need these records" kinds of things) but we don't have the ability to do major overhaul-ish stuff though we might have more capacity once there's an additional person who can work with the code which is in the works but not finalized.

Basically it's mostly important that volunteers don't work for the LLC, but paid staff can assist, to the degree which we have capacity, which is not a ton, but some, for a non-profit.

Thanks again, all, it's really gratifying to have a constructive discussion about this.
posted by jessamyn (staff) at 10:16 AM on October 22 [9 favorites]

I'd like to volunteer for front- and backend coding.
  • Over 20 years web development experience
  • Experience with MetaFilter codebase
  • Here since 2001
posted by kirkaracha at 1:47 PM on October 22 [13 favorites]

An experienced ED will be able to develop a governance structure they know works and a 'clean slate' would be much more attractive to the right person than having to, potentially, dismantle a structure that already had some momentum but maybe isn't going to work well in the longer term.
I don’t understand how that would work. You would need to have some structure before hiring the ED. Could you outline more about how you envision this working, what the actual steps would be before and after the hiring?

Yes, there would need to be something in place in order to actually make decisions about hiring an ED (technically, jessamyn could just do this, but I don't think that would be ideal). I envisage:
1. an interim board is established for the principal purpose of hiring an ED and to be listed in the start-up paperwork. This will require some thinking about things like what responsibilities and authority the ED will have (a job description, basically) as well as financial matters like hours per week and expected remuneration (if any)
2. ED is recruited and commences in the role
3. ED develops (in consultation with the community) a 'roadmap' of what a more permanent board will look like and the non-profit's governance structure. Things like the number of board members, how they are selected, any specific skills or characteristics that need to be included in the board (eg is this to be an 'expert' or a 'representative' board) and (importantly) the lines of authority. This needs to include a financial model that outlines how the non-profit is going to become and remain financially viable
4. the "permanent' board is selected and replaces the interim board
5. ED guides the establishment of policies and procedures in conjunction with the board and, of course, in consultation with the community
6. 'Business as usual' mode commences.

I think we should not go down too many rabbit-holes before having an ED in place because a competent, experienced ED will already have a good idea of what works and what doesn't. Rather than spending months agonising over what policies and procedures are needed, better to let someone start with a 'clean slate' and put in place arrangements that will actually work. Tying someone up in a bunch of half-finished policies and procedures would not be a kindness.
posted by dg at 3:02 PM on October 22 [11 favorites]

ED develops (in consultation with the community) a 'roadmap' of what a more permanent board will look like and the non-profit's governance structure. Things like the number of board members, how they are selected ...

I strongly disagree with that plan. That is not community driven; that is ED driven.

The board’s duty is to oversee management and governance. It is not for management to oversee the board and governance. See this from the Foundation Group.
posted by NotLost at 4:04 PM on October 22 [3 favorites]

For volunteering, I can help with writing/reviewing documents or web pages.

I'm heartened by the idea of a community-elected board; not so heartened by the idea of a "clean slate" or a board of "experts." Those with experience in such things, can you explain what kind of nonprofits these were and why Mefi can be run the same way?

We are a social media site, whose content is entirely provided by members, whose audience is largely composed of those members, and whose funding is mostly from those members. And those members expect (oh boy, do they ever expect) close consultation with the community.

I do have experience with one nonprofit, our condo board (my wife is the president). Very different thing, yes, but it has some useful lessons:
* the building is owned by the owners and must be run for their benefit
* the board is directly elected by and from the owners
* if members are harmful, they can be removed by the members (with difficulty); or you can wait till elections and elect someone new
* you can hire professional management (good luck!); you can also fire them

I'm certainly not recommending community consensus, or government by Metatalk. In fact I think members often have unrealistic expectations on how fast things can be done, or how to handle disagreement. But I don't want to hear "just trust the ED." No, I don't trust an unknown person who designs their own power structure. I would like to know before we have an ED how much the ED answers to the board and how much the board answers to the members.
posted by zompist at 4:07 PM on October 22 [5 favorites]

I read that as: the executive director will have crucial experience w/r/t meeting this community's goals within a nonprofit framework. The community has a mission, and the executive director has the tools to make it happen in the new-to-MetaFilter, legally-defined, 501(c)3 nonprofit structure.

Executive directors run the day-to-day operations in a highly visible position. BUT executive directors answer to the Board (the ones who hired them), while the Board answers to the community (which selected the members of the Board). MetaFilter remains community-driven.

TechSoup breakout of a Nonprofit Executive Director's key areas of responsibility: leadership; fund development; board support and development; financial management; human resources; operations and technology; programs and advocacy; community relations and communication; and compliance and best practices. Maybe think of those nine categories as nine departments, with the executive director as manager? They will still report to/collaborate with the Board, which is drawn from the community, and all wish to further the community's objectives.
posted by Iris Gambol at 7:14 PM on October 22 [3 favorites]

Also, FWIW, I think "committee work" and linking to NotLost's comment with list (which I then pasted, above) appear in this update because when seeking an executive director for this sparkling nonprofit (with its long, uneven history), showing candidates that there are some supports in place for those nine key areas is a good idea. There isn't a huge F/T staff to help usher in this new form of the site, nor endless monies for bringing on new employees.

This is an... unusual ED position. Having certain resources (like an established volunteer base, familiar with back-office workings) helps attract, and retain, an effective executive director.
posted by Iris Gambol at 8:05 PM on October 22 [1 favorite]

I've written to ask a mod to place recruiting announcements for the transition board, along the lines suggested by warriorqueen.
posted by NotLost at 8:35 PM on October 22 [3 favorites]

That is not community driven; that is ED driven.

No, I don't trust an unknown person who designs their own power structure. I would like to know before we have an ED how much the ED answers to the board and how much the board answers to the members.

cosigning/echoing these sentiments

Those with experience in such things, can you explain what kind of nonprofits these were and why Mefi can be run the same way?

and especially cosigning this sentiment. I would imagine that many if not most nonprofits don't quite look like MeFi in ambition or scope, and I think we need to sort out which parts of which models for governance actually make sense in our context before we're handing off or delegating any responsibilities anywhere. key work for a transition board, I would think?

hoping for the voting/election/establishing process to happen soon and fairly quickly -- exciting times!
posted by Kybard at 6:41 AM on October 23 [6 favorites]

ED develops (in consultation with the community) a 'roadmap' of what a more permanent board will look like and the non-profit's governance structure.

Another strong disagree here. This is the job of the Board, full stop. Said structure should then be ratified by the Membership (i.e. our community) in some way. Then the Board then finds an ED who fits well in the structure defined.

But I do agree with those who think this is the job of a short-lived 'starter' Board, one I imagine that exists for 6ish months before being replaced by the 'full' board (though some individuals might be on both). Ideally this all gets done before Jessamyn transfers ownership to the 501(c)3, but that's a conversation the 'starter' board and Jessamyn need to have.

I also want to point out that "Member driven non-profits" are very much a thing, and not something we need to invent from scratch.
posted by Frayed Knot at 7:35 AM on October 23 [7 favorites]

I have asked loup to pass on to the BIPOC board that we would like the transition board to diversity, and ask whether they would like to join or have any suggestions.
posted by NotLost at 10:08 AM on October 23 [2 favorites]

I've written to ask a mod to place recruiting announcements for the transition board, along the lines suggested by warriorqueen.

Here's a brief note that was workshopped in the mod Slack, please suggest any edits:
Hi everyone,
MetaFilter is beginning the transition to becoming a non-profit (seee this thread ) and to begin that process, a temporary transitional board is needed. This board of volunteers would establish some a basic framework for the future site, along with defining what to look for in an Executive Director

We have several volunteers already, but most are based in the United States and have similar backgrounds, so we’re casting our net wider to encourage a more globally diverse board.

Interested? Let us know in the current MetaTalk thread about changing the site to nonprofit.
posted by Brandon Blatcher (staff) at 12:15 PM on October 23 [3 favorites]

Brandon Blatcher, that looks good! Thank you!
posted by NotLost at 12:23 PM on October 23

I'd recommend having at least a few others from that volunteer list chime in, just to get several opinions. Then a mod will post it to the various subsites, hopefully by tomorrow. Does that sound like a plan?
posted by Brandon Blatcher (staff) at 12:45 PM on October 23 [4 favorites]

+1 from me.
posted by Frayed Knot at 12:53 PM on October 23

There will be a balance of power between the executive director, the board, the general membership, and the lurkers. There will also be a balance between the technological aspects of the site, the social aspects of the community, and the administrative aspects of the staff.

None of these aspects can be determined in a metatalk thread, because they have to be explored in the context of the balance with the other parts. In fact, they should be determined through a community conversation, where many voices have a chance to offer their wisdom, desires, concerns, and support for the future solution that we will create together.

This is a professional project that requires time and effort to do right. I agree that they should not have free reign to do whatever they want. But, I also don't believe that the interim board should be expected to collaboratively and voluntarily perform the duties of a skilled professional.

The initial board will probably be tasked with deciding what the initial role for themselves, the interim ED, and the general membership will be. There may be a need for another round of board election/nomination after those roles are determined.

Along with volunteers, I recommend we nominate or recruit people to join this work.
posted by rebent at 1:03 PM on October 23 [3 favorites]

Frayed Knot, about "Membership" nonprofits: Per Jessamyn's previous post, the new organization will apply for tax-exempt status as a 501(c)(3) educational nonprofit.* 501(c)(6) nonprofits have a capital-M membership structure (think of local chambers of commerce), but they aren't charitable organizations by IRS lights and donations are not tax-deductible. Here's a compare and contrast of the two types at, scroll down for chart.

*The tax-exempt purposes under Internal Revenue Code section 501(c)(3): charitable, religious, educational, scientific, literary, testing for public safety, fostering national or international amateur sports competition, and the prevention of cruelty to children or animals. More on National Taxonomy of Exempt Entities (NTEE) Codes / IRS Activity Codes; please see "B" category for "Educational Institutions and Related Activities" codes and definitions. Sampling: Alliances & Advocacy = B01, Universities = B43, Adult Education = B60, Libraries = B70, Education N.E.C. = B99 ["Use this code for organizations that clearly provide education services where the major purpose is unclear cannot be accurately assigned."]
posted by Iris Gambol at 2:45 PM on October 23

Does that sound like a plan?

posted by Kybard at 3:21 PM on October 23

A 501(c)3 can be “member driven,” Iris Gambol. A church letting the congregation vote on a mission statement, for example.

The IRS designations are mostly focused on what the org can do with their money (e.g. can the org donate to a political campaign?), less in how the org is run.
posted by Frayed Knot at 5:20 PM on October 23 [3 favorites]

Brandon Blatcher, I realized there is an extra word in your draft. The word "some" can be deleted in "This board of volunteers would establish some a basic framework ... ."
posted by NotLost at 6:17 PM on October 23

The BIPOC board meets tomorrow, and loup will pass on the invitation to join the transition board or to suggest how it might diversify itself.
posted by NotLost at 6:19 PM on October 23

Yes, nonprofits can be member driven, Frayed Knot, but they're not all structured the same or serve the purpose. Given the capitalization of Member in your original statement, and that your nolo link never mentions the 501(c) designation at all, but has:

"Many nonprofits are public charities, which further a charitable cause such as an educational, religious, or scientific pursuit. Because of the difficulties in creating and managing membership nonprofits (discussed below), and because charities serve the general public instead of a limited number of members, public charities are commonly nonmembership organizations"

it wasn't clear to me what you meant -- since we're forming an educational 501(c)3. And in your example, a church isn't "letting" its congregation vote, it's following procedures laid out in a set of governing documents, one of which defines membership and voting eligibility (a Unitarian Universalist example). If the membership is required to vote on the matter, then that mission statement cannot move forward (finalization, publication) without holding that vote as defined by organizational policy.
posted by Iris Gambol at 7:59 PM on October 23

I'd also like to volunteer for coding and related technical stuff (if that's not premature).

* 25+ years of engineering experience, back-end, front-end, infrastructure
* Used to write a lot of ColdFusion

I could also be on a tech-related committee, should one be formed. I don't have any experience in that but I do have a lot of patience and a sunny disposition.
posted by whir at 11:42 PM on October 23 [6 favorites]

The post about volunteers has been, um, posted on the main page, AskMe, and FanFare.
posted by Brandon Blatcher (staff) at 5:50 AM on October 24 [4 favorites]

The initial board will probably be tasked with deciding what the initial role for themselves, the interim ED, and the general membership will be. There may be a need for another round of board election/nomination after those roles are determined.

This is more or less exactly what we (transition team) intended for the Steering Committee originally, so I hope as part of this effort those folks are contacted and asked for some honest feedback on what went right/wrong the first time so the community isn't repeating past errors.
posted by curious nu at 5:53 AM on October 24 [10 favorites]

Hi, I would like to throw my hat in the ring for board members, starter, transitional or what have you. I do not, sadly, bring much diversity, being a bog standard white early gen xer in Oregon, but I do have years of experience in a wide variety of nonprofits ranging from museums to DV advocacy to community college. I have been an educator, a communications manager, an office manager and an EA to the Board, as well as all the other jobs that have to get done when you have a staff of six, so I know all kinds of random stuff that may end up being useful. I am also what is euphemistically referred to as between jobs, so I currently have time. And, this is my internet home and has been for going on 20 years and more if you count the several years of lurking before the $5 N0ob floodgate opened, so I know and love this place.
posted by mygothlaundry at 7:07 AM on October 24 [5 favorites]

public charities are commonly nonmembership organizations

"Commonly" doesn't mean "required." A great many of the nonprofits people interact with regularly are member-centered and member-driven in many ways. Museums and libraries - both educational nonprofits and 9.5 times out of 10 (c)3s - routinely have robust membership programs. As do public radio organizations, many of which are almost wholly member-supported. Nonprofit publications have subscriber/members. There is nothing about centering activities focused on and driven by the membership that's inconsistent with a (c)3.

Also, I would argue that MeFi does have public benefit. Without any hard data at my fingertips (maybe the SC has this), it stands to reason that MeFi is searched and read by many more people than use it. It's open-access to read, and given the generally good, human-traceable quality level, that's actually quite a public benefit. I think especially of the useful information in AskMe here.

Also, as to the projection of fears around an ED: rebent is quite right. An ED is a staffer and a board is a volunteer body. As staffer, the ED works very closely with the board, often a board chair/clerk, to raise questions for investigation, prioritize, prepare meeting agendas, and gather data. The board has the power to hire/fire the ED, but/while the ED has a certain recognized scope to lead the organization and manage day-to-day matters according to their discretion, within the strategic parameters set by board. It's wise for a board not to micromanage an ED and get involved in meddling in managerial matters, but also, especially in MeFi NPO's infancy, it will be highly collaborative and hands-on. Over time there will be different needs and different people involverd with different capacities, and the board/ED/member/volunteer relationships will evolve in accordance. The key thing here is that in comprising a board, it's very important to understand that it holds the trust of the membership and the public, and their way of working with an ED and choice of a specific ED are critical infrastructure. But trust is going to be involved in all directions.
posted by Miko at 7:44 AM on October 24 [6 favorites]

I'm curious what folks would see as a desirable / reasonable timeline for creating mefi nfp.

My gut tells me it would be better to plan out a clear 24- 36-month timeline, than to push for it to all get done in 6 months and burn out or under-perform.
posted by rebent at 8:06 AM on October 24

6 months is fine to set up the legal entity, make the IRS application, draw up basic bylaws, and plan for a formal board election. Lots of other things (like committees, hiring staff, etc.) can be done after that initial stand-up. Trying to plan out a multi-year timeline will itself take months and will likely generate more wheel-spinning than progress. People set up companies and charities and neighborhood associations in less than one year - there is no reason this group can't do that.
posted by Mid at 8:22 AM on October 24 [4 favorites]

I've been a member since 2006 and a lurker since 2001 or so. I'm also an attorney who works on issues related to corporate governance, although not specifically not-for-profit entities. With two kids and one more on the way I don't have endless free time, but I can volunteer for either menu option 1 or 2, if my participation would be useful.
posted by 1adam12 at 8:34 AM on October 24 [2 favorites]

I don't post much, but I've been a member for well over twenty years, and MetaFilter is one of my most treasured places on the web.

I'm an engineer, non-profit tech leader (formerly CTO at The 19th, now helping out at ProPublica), former mission-driven investor, open source founder, and tech and business advisor to media organizations with about two decades' experience at the intersection of tech and media.

If I can be useful in any way, I'd really love to be. This place is precious.
posted by bwerdmuller at 10:20 AM on October 24 [15 favorites]

Hey, I'm happy to help out. Member since '02 - love his little corner of the web and want to see it thrive.

I've done lots of Board work and board governance work, including currently founding Chair of the Flickr Foundation and board member of VotingWorks, a technology non-profit building open source voting machines. I was Secretary to the Board of the Mozilla Foundation from 2010-2013, and I've done lots of other board work since, including member of the Creative Commons board when I was CEO (2014-2019), and board liaison to Wikimedia Foundation.

Happy to help with exploring models for structuring the org, governance, community advisory, membership, or other governance models, setting bylaws, evaluating tax status models, accountability and audit, policies, HR, etc. Stuff to get the thing up and running and coach the initial staff as they take on operations and management.
posted by mrmcsurly at 11:53 AM on October 24 [18 favorites]

These people have volunteered for the transition board:
* box,
* Frayed Knot,
* JHarris, former SC member,
* Kybard.
* NotLost.
* rebent,
* Rhaomi, former SC member

These people volunteered in generally, and I think their backgrounds would be especially valuable for the transition board:
* bwerdmuller,
* mrmcsurly,

I just wrote to jessamyn to ask whether there were any other members of the steering committee who were also interested in joining the transition board.

These people volunteered to help in other ways:
* corb,
* kirkaracha,
* warriorqueen, after about six months,
* whir,
* zompist.

And jessamyn has offered to advise, fill in IRS paperwork, or help in other ways.

Did I miss any volunteers?

DIVERSITY – This morning, I wrote to loup about whether anyone from the BIPOC board is interested in joining the transition board or has other suggestions about diversifying it. So far, we still appear to have little diversity. Unless that changes, or maybe even if it does, I suggest that meetings of the transition board be open to at least members of the BIPOC board to attend and that there is dedicated time on the agenda to hear from any members of the BIPOC board.

PROPOSAL – Unless the situation changes, I think we should move toward getting started. That is, to use the group listed above and start working on any logistical infrastructure within about 48 hours after this comment or the last person volunteers, whichever is later. And the first meeting about two weeks after. And that our goal be to be done with the transition board and have the nonprofit stood up and have its first board no later than May 1, 2024.

Sorry, I need to get ready for work and don’t have time to do the linking I hoped to do.
posted by NotLost at 6:40 AM on October 25 [15 favorites]

I love the concrete plan and timeline!
posted by Mid at 8:10 AM on October 25 [2 favorites]

In theory we could have some kind of election for more community buy-in, but I think given the numbers and circumstances we could also do this by acclamation. I hereby acclaim!
posted by Mid at 8:14 AM on October 25 [1 favorite]

I'll throw my hat in the ring as someone interested in being part of community relations, communications, member representative, social media, marketing, sounding board, and general ideas. Was a member of the first Transition Team, and obviously currently work here.

Totally cool if people prefer that current employees, or me in particular, not be part of this, there will be no hard feelings either way!
posted by Brandon Blatcher (staff) at 9:29 AM on October 25 [6 favorites]

I hereby grant my imprimatur to these proposals. I have full confidence.
posted by Meatbomb at 10:07 AM on October 25 [2 favorites]

6 months is fine to set up the legal entity, make the IRS application, draw up basic bylaws, and plan for a formal board election.

Yep just chiming in here that I agree that a six month window for this part of the process seems like a good timeline. In my dream world, there would at least be a direction chosen by the end of the year if not sooner. Just getting a list of people to be on a starter board so we can get paperwork going for that part (mainly the IRS application) and maybe a MeFi bank account is the only thing I feel a little impatient about and that's mainly because I am both excited and nervous about a change.

Also, a weird lateral question but since it goes along with the paperwork, what should a new entity be called?
posted by jessamyn (staff) at 10:39 AM on October 25 [2 favorites]

Brandon, you're the best. I think employee volunteer work would need to be well-defined and documented, per the FLSA.

Q. Can public sector employees volunteer to work in the public sector?

A. Yes and no. The FLSA allows public sector employees to volunteer for other civic, charitable, or humanitarian organizations or even their own organizations when that volunteering meets three requirements:

- There is no promise, expectation, or receipt of compensation for the services rendered. It is acceptable to pay expenses, reasonable benefits, or a nominal fee.
- The employee offered his or her services freely and without coercion, direct or implied, from the employer
- The individual is either not employed by the public agency for whom the services are being performed or the individual employee is not performing the same type of services that that employee is otherwise employed to perform.
[§ 553.103 "Same type of services" defined]

(Via the nonprofit employer association MRA's When Volunteering is Allowed at Work)

The American Society of Employers' Can Nonprofit Employees Volunteer for Their Employer? also notes:

- the volunteer work being done by an employee does not displace a regular employee position &

- the nature of the work is in keeping with typical types of volunteer work.
posted by Iris Gambol at 12:03 PM on October 25 [1 favorite]

Totally cool if people prefer that current employees, or me in particular, not be part of this, there will be no hard feelings either way!

Not a preference per se, but a caution - when you provide support to two organizations that are forming a relationship (and/or are employed by one of them), no matter how well-aligned the two organizations are in their goals, there will come a point when their interests do not fully align, and you would do much better to abstain from participating in any conversations of that nature than to try to represent one or the other or even worse be the person to find the compromise that both orgs can live with. Compromises will be found, but they are best found by the people from each org that are representing the interests of only that org, ever.

I almost made a comment about this earlier when someone suggested that the ED of Metafilter 501(c)(3) could start by being hired by MetaFilter LLC - it is, or has the potential to be, a major conflict of interest to be hired by one organization to work for another. That's not the same as what you're suggesting, but what you're suggesting is also much more concrete and immediate, which is why I decided this time I would pipe up with my two cents.
posted by solotoro at 12:10 PM on October 25 [7 favorites]

I thought current LLC employees would become employees of the new nonprofit, when the org was established, and the expected new hire for the 501(c)3 is an executive director?
posted by Iris Gambol at 12:50 PM on October 25

I think it would be 100% OK for Brandon to be part of this informal group. I do not think there is any FLSA problem because: (1) Brandon's job at MeFI isn't asking him/telling him to be part of the informal group; (2) the informal group is not affiliated with any entity and is not employing anyone or conducting any business - it's just people talking, at this stage.

I also do not think that serving as one of ~9 people on an informal group of people makes for any legally or ethically significant conflict of interest. If the whole group, or a majority, was comprised of people with personal financial interests in MeFi, OK maybe, but this isn't that. It will all be OK!

With respect to who becomes an employee of the new entity - that's really for the new entity to decide, after it is formed and there is a board and other decisionmakers in place. There's really no point in kicking it around here other than to express one's opinion about what should happen (which is fine) - nothing said here is binding on an entity that isn't even started yet.

Jessamyn - in terms of the formalities of submitting an IRS form or filing organizational papers for the new entity, I would put down you alone or another trusted person as the initial member or trustee. This would be purely a "caretaker" role to hand the new entity over to the permanent board, once it is identified. After the entity is stood up, then a permanent board would come in and the documents would be amended. I would not throw all of the informal group into the formal paperwork at this stage, because those folks may or may not be the actual permanent board.

As far as the name, probably something like Metafilter Foundation is going to make the most sense to potential donors and the IRS. Though I would not be opposed to a joke name if someone came up with a really good one.
posted by Mid at 1:00 PM on October 25 [2 favorites]

Calling the 501(c)3 "The Cabal" is a bad idea, right?

I don't strongly object to the name "Metafilter Foundation" but I also think it misses the mark. "Foundation" to me implies endowment.

Why not just call it "Metafilter"?
posted by Frayed Knot at 1:50 PM on October 25 [2 favorites]

I think Metafilter Foundation sounds just fine. (Wikimedia Foundation, for comparison.)
posted by nobody at 2:16 PM on October 25 [2 favorites]

So why not go full on 501...religion? Popette jessamyn has something of a ring, and it certainly seems not a few posts have religious level furor! (!!!!!!!!!!)

popette jess, just let it roll off your vespers
posted by sammyo at 2:55 PM on October 25 [1 favorite]

popette jess, just let it roll off your vespers

My Grandma Ruth would plotz!

I thought current LLC employees would become employees of the new nonprofit

What I have said to current mods/devs is that while I don't think there's any immediate plan for their jobs to change--mods MAKE MeFi after all, and frimble builds/maintains it, such as it is--I agree entirely, it's not my decision to make.

I would put down you alone or another trusted person as the initial member or trustee.

I can just have my lawyer be the person who is the initial person who registers a new entity and I can shepherd the paperwork, but the new entity needs a board and that board shouldn't have me on it in any voting role. I don't want to center myself in this discussion except to say that after managing the transfer of MeFi Inc. to MeFi LLC (which was... not great) I'm not going to be be involved in being part of more than one more transfer. And an initial registration needs a board but it can be very short term. My lawyer suggests 3, 5 or 7 people.

So here's what I see as "order of operations."

- MeFi LLC exists and is running things currently
- Paperwork is filed to create MeFiFoundation (or whatever) with an initial board
- Paperwork is filed with the IRS
- Bank account is created by MeFiFo which could accept start-up money which could pay for initial starting-up stuff (paperwork/lawyers, support account setup, not sure what else). MeFi LLC can offer some money for this, not a lot, but some.
- That initial board and anyone else who they'd like to participate (volunteers okay!) can work on what they think would be a good short-term (1-3 years? just saying short term so people don't get too bogged down in forever-plans) structure
- Hopefully, IRS 501(c)(3) application/status gets approved.
- We start planning actual steps for "handing over keys" and that sort of thing.

Thanks everyone.
posted by jessamyn (staff) at 5:24 PM on October 25 [16 favorites]

Just a couple steps I would add maybe.

Before paperwork is filed to create MeFiFoundation, articles of incorporation need to be created. Those can be very simple and boilerplate, but someone needs to do them. Honestly, I would suggest that Jessamyn take the pulse of what everyone kind of wants, then make a judgment call, and then tell the lawyer, and have the lawyer alter an existing template to make some. The biggest deal I think is going to be the membership structure issue - people have talked about 'should we have it, should we not' - that will need to be addressed *before* moving forward because that affects the *corporate* structure. The details of how that all gets done don't need to be worked out, but what the organization *is* do.

Bylaws need to exist while that structure is being worked on or nothing can get done, I would suggest ruthlessly stealing and adopting someone else's bylaws in the meantime.
posted by corb at 6:10 PM on October 25 [4 favorites]

I will get started setting up our logistical infrastructure.

CONTACT INFO – Will jessamyn and everyone who has volunteered for the transition board please memail me your e-mail address, so I can e-mail you all at once?

TELECONFERENCING – Do any board members have a teleconferencing account with which they would be willing to host meetings?

BRANDON BLATCHER’S OFFER -- I agree that there is no problem with labor laws, because he would be dealing with two different entities. Maybe “member liaison” would be the best slot for now? It’s a small wording difference, but that seems like less potential conflict of interest than “member representative”.

BOARD NAME – I have been calling our nascent group the transition board. But Brandon reminded me of the previous Transition Team. To avoid confusion, maybe we should call this new board either the “starter board” as jessamyn mentioned, or “interim board”. Any preference?

NONPROFIT NAME – I am ambivalent about “MetaFilter” or “MetaFilter Foundation”. But jessamyn’s “MeFiFo” is hilarious and worth points.

On the other hand, it could be good to have clearer indication of what we do or what we are. Such as, maybe by including one or more of the following:
* Collaborative
* Communication(s)
* Community
* Conversation(s)

Thank you all! I look forward to this adventure with you.
posted by NotLost at 9:42 PM on October 25 [4 favorites]

PS, thank you to whichever mod put the links in the comment I made this morning.
posted by NotLost at 9:43 PM on October 25 [1 favorite]

Culture? Maybe once it's decided how the nonprofit meets its 501(c)(3) designation, and there's a mission statement, the new name will reveal itself.*

Please consider keeping the full "MetaFilter," as there are several "Meta" something-or-others in the IRS database.

After the state of incorporation is chosen, its .gov site will have any local naming requirements and a database to check for business-entity name availability.

Besides "be mindful of acronym-friendliness" (and nicknames), some other considerations.

*for example, on 501(c)(3) educational nonprofit Khan Academy's annual 990 filing, Question 1's "Briefly describe the organization’s mission or most significant activities" has:
posted by Iris Gambol at 11:37 PM on October 25 [2 favorites]

Bank account is created by MeFiFo

The Metafilter Foundation Fund, or MeFiFoFun.

(Great work, all, keep it up!)
posted by restless_nomad (retired) at 4:54 AM on October 26 [18 favorites]

what should a new entity be called?

20 dollars, same as in town
posted by whir at 5:20 AM on October 26 [3 favorites]

posted by tiny frying pan at 5:34 AM on October 26 [3 favorites]

I just Googled "MetaFilter", and there are a few other things with that name.

That doesn't mean we should lose "MetaFilter" but that maybe we should add one or more words to the name of the new entity.
posted by NotLost at 6:31 AM on October 26

thanks for moving things forward, NotLost!

I have a paid-for Zoom account we can use.

"Interim Board" is the best phrase, IMHO.

And I LOVE MeFiFo!!!!
posted by Frayed Knot at 9:49 AM on October 26 [2 favorites]

Stay away from “Foundation.” A foundation is a fund that makes grants to other orgtanziarkosn, not an organization that mainly funds itself.

Be careful about current staff joining a new NPO entity that may eventually hire them. It’s not illegal if parameters are observed but it it has a hint of double dealing. Being on the new entity is a leadership role and someone who might become their staff may have more weight in planning than others. Cleaner: If the new entity/interim board so chooses it can liaise with current staff for fact finding and planning and once it’s stood up, make positions available that they can be considered for.

Re: lack of diversity among volunteers: yes. Perhaps ask if the BIPOC board can nominate someone to sit on the interim board.
posted by Miko at 9:34 PM on October 26 [8 favorites]

Metafilter Forum, still MeFiFo
Metafilter Fellowship - MeFiFe
Metafilter Community Group - MeFiCoGro
Metafilter Society - MeFiSo
Metafilter Assembly - MeFi… well you know how I’d shorten this one I think
posted by Mizu at 3:06 AM on October 27 [2 favorites]

Stay away from “Foundation.” A foundation is a fund that makes grants[…], not an organization that mainly funds itself.

This might be a question for the lawyer based on the rabbit hole I ended up going down when trying to confirm this, but in my experience this is not always necessarily true. I know of at least one non-grantmaking 501(c)3 organization with “Foundation” in the name, so MetaFilter Foundation could possibly still be a thing. Possibly as a private operating foundation, but again, this is a legal classification too far down the rabbit hole for me to understand completely.

I kind of like “Friends of…” personally but that is a whole other rabbit hole and looks like it’s typically connected to foreign or government-owned organizations so probably not quite right here.
posted by KatlaDragon at 9:28 AM on October 27

Being in Vermont where every organization has a Friends arm, I am for Friends of Metafilter.
posted by terrapin at 9:47 AM on October 27 [1 favorite]

"Friends" groups are typically fundraising organizations who raise money in ways their partner entity can't - like, a county park that's funded mostly by the government and can't or doesn't have capacity to do private fundraising. IRS considers them supporting organizations.

Not that some group can't call itself "Friends of" even if it's not supporting another org - that does happen - but it can be misleading.

Technially all 501(c)3s are foundations. "Foundation" in an org's name, though, typically means they give to someone else. See Council on Foundations discussion of terms.
posted by Miko at 10:17 AM on October 27 [6 favorites]

I love MeFiFo and would like to endorse the name Metafilter Forum even though that may not have a specific meaning. Other FO- names:

Metafilter Founders
Metafilter Fortified
Metafilter Forward
Metafilter Followers
Metafilter Forged
Metafilter Formalized
Metafilter Forth
posted by samthemander at 1:12 PM on October 27 [1 favorite]

I smell smoke in the auditorium.
posted by Too-Ticky at 2:14 PM on October 27

I smell paint on the bikeshed.
posted by automatronic at 3:03 PM on October 27 [7 favorites]

Because this thread has veered from the original point, I just submitted a post for a few early next items, including the name.
posted by NotLost at 12:16 AM on October 28 [5 favorites]

NotLost: thank you for driving this forward.
posted by samthemander at 9:48 AM on October 28 [6 favorites]

Thanks NotLost, we should be approving it today or tomorrow.
posted by jessamyn (staff) at 8:40 AM on October 29 [3 favorites]

A lot of discussion here about hiring an ED. What I wonder about is if there is a budget to hire an ED as is being discussed and also to presumably continue employing all current staff.

I've certainly seen some non-profits that have put a lot of their resources into hiring an ED with a lot of focus on the board, committees, structure, etc, leaving very little for actually delivering their mission. Sometimes in a small organization, an ED that is more inwardly focused isn't what the organization needs. That's neither here nor there with respect to MeFiFo, but it's something I've observed in the non-profit world that might be relevant.

Maybe it would be good to have it be more explicit what kind of financial resources are or aren't available for the ED role?
posted by ssg at 10:42 PM on October 29 [3 favorites]

Presumably not many, given the $35/hr rate being offered the developer.
posted by knucklebones at 12:06 AM on October 30 [5 favorites]

My personal opinions:
* A budget for any executive director will need to worked out relatively early.
* The interim board should develop an overall budget for the first six to eighteen months.
* The interim board will focus on the structure, but anything following will have a broader remit.
* Any executive director should put a good amount of attention to fundraising and possibly member recruitment and retention.
posted by NotLost at 4:31 AM on October 30 [4 favorites]

New thread here.
posted by NotLost at 7:09 PM on October 30 [2 favorites]

Perhaps ask if the BIPOC board can nominate someone to sit on the interim board.

Not specifically speaking as a board member, but as someone who has a finger in the MeFi pie here and there: I'm generally at capacity but willing to poke my nose into goings-on at some level of informal involvement.
posted by majick at 7:13 PM on November 4 [2 favorites]

Thanks, majick. I expect one of the board to be in touch as we make progress.
posted by NotLost at 9:29 AM on November 11 [1 favorite]

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