MeFi Nonprofit Update, April 30, 2024 May 1, 2024 7:25 AM   Subscribe

The board setting up the MeFi nonprofit met on April 4 and April 25.

We are working on hiring a lawyer. 1adam12 is taking the lead on that, and we hope to have more to report soon. We have also started developing bylaws. The finance team and the team for the executive director search have started meeting.

We have had a few more resignations: Mrsmsurly resigned April 12. Bwerdmuller resigned April 25. NotLost gave notice that she is resigning effective May 15.

FRESH VOICES NEEDED – Due to a number of resignations, the interim board encourages nominations for new board members. You may nominate yourself or someone else. If you nominate someone else, you should gain their permission first.

We typically meet every other Thursday, from 8 to 9:30 p.m., U.S. Eastern Time. Besides participating in board meetings, nominees are expected to commit to helping with one of the following:
* Administration – backup for tasks such as scheduling Zoom meetings, maintaining databases, compiling meeting recordings, and updating agenda with links.
* Communications -- update log of major decisions and post MetaTalk updates, act as backup for minutes.
* ED search committee – mainly help develop job description and compensation plan.
* Finance – still working out scope, may work on tasks such as budgeting and financial controls.
* Fundraising – potentially needed for some expenses.
* Governance – developing bylaws and setting up first permanent board.

If you have questions, you can raise them here. Please submit nominations to Nominations basically just need to be an expression of interest, along with what specific area the nominee is volunteering for.
posted by NotLost to MetaFilter-Related at 7:25 AM (31 comments total) 3 users marked this as a favorite

So of the 13 people who have served on the Interim Board, 6 have resigned over the last few months, including the board chair who was only in that role two months?
posted by NotMyselfRightNow at 8:52 AM on May 1 [8 favorites]

I haven't counted recently, but those numbers sound about right.

Some of us realized we didn't have the time we thought we did, and some of us had other things come up. Speaking for myself, when we started, I had hoped we would finish in about six months, and that's what I posted at the time. I have another major project I need to devote my attention to.
posted by NotLost at 9:15 AM on May 1 [5 favorites]

Unfortunately I don't currently have sufficient time to contribute as a board member myself.

I'd like to recommend that the notice at the top of Metafilter be updated to mention the need for board members, the latest linked nonprofit update is from march.
posted by Chrysopoeia at 10:27 AM on May 1 [7 favorites]

Don't want to name names yet, but we've connected with a great MeFite lawyer who's well-versed with this process and was generous enough to meet with us gratis recently to answer all our questions and outline how everything works. Adam is collaborating with Jessamyn to make their representation official, and we spent some hours in a sidebar on the 20th workshopping the necessary bylaws for them to include in the application.

The board meeting schedule hasn't been a good fit for everybody that initially signed up -- kids, work, international timezones, JHarris pulling double-duty hosting MST3K Club, not to mention NotLost running for office (I'd vote for her!). I had to rearrange my own work schedule to fit, but not everybody had the flexibility -- some have reluctantly resigned, others have transitioned to non-board volunteer roles in focused areas like finance. We really appreciate everyone who has been able to participate, though, and thanks to those efforts we're close to having something ready for the IRS approval process. That takes a while on its own (several months, according to our lawyer contact), but the good news is that once the paperwork is submitted there are things that the org is empowered to do even before it gets federal approval. I'm hopeful we'll be able to reach that goal by the site's big anniversary in July.

(Also, special thanks to aielen and the BIPOC Board, who have been providing thoughtful guidance to ensure the nonprofit well represents MeFites everywhere in the world, not just in the US.)
posted by Rhaomi at 10:28 AM on May 1 [27 favorites]

I have asked for a note to be added to the banner link that the interim board seeks new members. Thanks for the suggestion, Chrysopoeia .
posted by NotLost at 11:10 AM on May 1 [2 favorites]

I'm hopeful we'll be able to reach that goal by the site's big anniversary in July.

Cat scans all around!!!! Thanks for all the great work you do.
posted by Melismata at 11:22 AM on May 1 [4 favorites]

I just want to tell you all good luck. We're all counting on you.
posted by grouse at 7:21 PM on May 1 [11 favorites]

No-one has resigned due to arguments but due to scheduling issues.

We’d love to see more people so we can reduce the load per person making it even easier for other people to join and move faster to the permanent goal of a community-led Metafilter.

Not to dis the amazing people already on the board, but you do not have to be a rockstar to join. We need mefites who underwhat makes this a great place and who have their own ideas and opinions to share - no special skills required but all skills welcomed.
posted by dorothyisunderwood at 10:53 PM on May 1 [9 favorites]

What's the deal with funding the salary of an ED? Presumably there's a very big chunk of fundraising required before the ED can be hired?
posted by quacks like a duck at 11:31 PM on May 1

About ED compensation -- It's too early in the process for us to discuss that, or even really to have anything to say. The finance and ED search teams have just started meeting. The current plan is for each of them to meet with the full board on May 9.

Also, we encourage volunteers for any of the committees, even if you don't join the board.
posted by NotLost at 4:42 AM on May 2 [2 favorites]

In my view a small group of formal interim board members is not necessarily bad (and smaller groups can be helpful sometimes), provided that there are enough people to do necessary tasks. If there are areas the board could spin off and delegate to volunteers, that might be worth exploring. The degree of commitment to join the board or committees is more than many people may be capable of, whereas defined one off tasks or even ongoing administrative tasks might be able to be spun off into a dedicated volunteer role to be delegated to? If the board can find any areas where a smaller defined time commitment could help, I'm sure those with the relevant skills might be open to taking that on. At present, it's a bit daunting.

I'm also curious about the need for fundraising. My understanding would be that the operational costs of the current Metafilter entity will be reallocated and assets eventually transferred. Is there a barrier to the current management beginning to reallocate operations funding to remove any barriers to the formation of the new entity by covering any expenses as necessary and allocating staff time towards tasks such as additional fundraising for significant expenses, coordination and communications? I personally would understand if moderation resources were less available during a transition period and until decisions are made by new leadership. Apologies if this was covered elsewhere.

If there is a need for fundraising, I would consider identifying the amounts involved and what they are for and giving an opportunity for donors who are interested in making significant contributions to a given expense. I would also consider reaching out directly to those who have previously made significant lump sum contributions, if the data is available. For example, hiring a consultant for a defined term or number of hours to do project management, help with the ED search, do financial administration and bookkeeping, or other critical functions requiring expertise for which the day to day work does not require decision by committee.

I would predict that ideally the formal retainer of the lawyer will create a timeline for formation of the legal entity that will naturally push the critical path items along.

Thank you to all of you and this is not a criticism, simply what comes to mind. I'm sure much of this has already been considered, and no one should feel the need to respond to this or other messages in lieu of focusing on what matters. This stuff is hard and it's easy to have thoughts from the sidelines.
posted by lookoutbelow at 5:51 AM on May 2 [5 favorites]

and smaller groups can be helpful sometimes
The time taken for a meeting is the square of the number of people present ...
posted by dg at 4:48 PM on May 2 [2 favorites]

Is there a nationality restriction? i.e. do you require members to be US citizens, or any other similar restrictions? Or does this matter on a pragmatic level in terms of cultural barriers? (I’m in the UK.)

I have taken into account what you have said about the time zone and what @Rhaomi said about non-US representation.

posted by Erinaceus europaeus at 11:24 PM on May 2 [1 favorite]

we’ve intentionally worked on making it possible for non-US citizens to be involved, and working on recognizing barriers to help people who can’t participate due to home country issues to have a voice.

Re: fundraising not speaking formally, but our primary focus has been legal and structural so we can get smart capable people into fundraising etc with a clear legal and financial understanding of what’s possible. We are not the rocket but the launchpad builders for the rocket I guess!
posted by dorothyisunderwood at 1:04 AM on May 3 [6 favorites]

We do have some board members, and non-board volunteers, from outside the USA, and we'd be happy to have more.

We would also be happy to have more people of color.
posted by NotLost at 5:03 AM on May 3 [2 favorites]

Thank you to all of you for the work you're doing. I know this kind of thing often takes much longer than anyone expects, but you are laying a strong foundation that will bring huge benefits to this community going forward.
posted by rpfields at 6:54 AM on May 3 [2 favorites]

In my view a small group of formal interim board members is not necessarily bad (and smaller groups can be helpful sometimes),

Endorsing this point. A full board and committees are not necessary right now. You need a minimum of three people to stand up the nonprofit, no more. I’d focus on that and leave board recruitment and committtess and ED hire to a later stage. Trying to reach for more thinking at this stage may ve slowing stuff down.
posted by Miko at 8:24 PM on May 3 [8 favorites]

I am in a time zone that is six hours ahead of eastern so I’m asleep when the board meets. That’s not a complaint, that’s an explanation of why this non-rockstar member is unable to nominate herself for the board. If volunteers are needed in June, I could do some volunteering then. I’m fully booked until then, alas.

I’m not surprised that people have had to step down because of scheduling issues, but I am surprised that nobody has stepped down because it just got too hard so kudos to everybody who has been a part of this process for however long. That is amazing and I truly appreciate it and I know many others do as well!
posted by Bella Donna at 9:12 AM on May 4 [3 favorites]

Besides the time set aside on Thursdays for meetings, is there some sort of estimate as to how much time per week or month each board member could expect to devote to the Administration, Communications, Finance, etc. tasks in total?
posted by The Pluto Gangsta at 3:46 PM on May 4 [1 favorite]

Is there some sort of estimate as to how much time per week or month each board member could expect to devote … in total?

I am hoping that we’ll hear more from one or more other people. But here is my best estimate, on top of the roughly three-hour commitment for monthly board meetings --

Admin: Once some training is out of the way, little needed generally. Possibly could just fill in if the main person had something come up, which hasn’t happened yet.

Communications: Maybe about an hour a month, in addition to board meetings. That is, unless needed to fill in for regular note-taker. That hasn’t been needed yet.

ED Search Committee: I am hoping to hear more details from the committee. I think they meet irregularly and have a somewhat limited scope, probably until the permanent board is seated.

Finance: The scope of this committee might be decided at the board meeting on Nov. 9. They could have one of the bigger jobs, but it also has four people. I don’t yet know how much time they have been putting in so far.

Fundraising: Very open. It’s not yet clear on how much money we might need to raise. But this aspect would likely have the shortest duration. That is, we’d likely be in fundraising mode for only a limited period of time. It could be good to fundraise in conjunction with either the MeFi anniversary in July, or with attaining nonprofit approval from the IRS. And any fundraising by the new organization should likely be coordinated with any fundraising by the LLC, to avoid stepping on toes.

Governance: This committee typically meets for 60 to 90 minutes on the Thursdays that the full board doesn’t meet. So, usually, two to three additional hours per month. It could be more if the committee member does anything extra, such as research.
posted by NotLost at 10:34 AM on May 5 [1 favorite]

Trying to reach for more thinking at this stage may ve slowing stuff down.

I don't think it's more thinking, rather it's a few more hands on deck to assist with necessary tasks, with an eye toward trying to drive down costs by doing as much of the work in-house as we possibly can.

There are more things I could be doing if I had the time, but with a newborn at home this isn't as easy as it might otherwise be - sometimes just attending the meetings is about as much as I can manage in any given week. Generally speaking, people with legal drafting, copyediting, or other professional / technical writing experience might be helpful.
posted by 1adam12 at 12:50 PM on May 7 [2 favorites]

What are the tasks? Consider outsourcing; holding an office doen’t have to mean authoring everything. What do you need?
posted by Miko at 9:04 PM on May 12 [2 favorites]

Miko! So nice to see you here again, and yes outsourcing is a big consideration - we just went through a list of what we do and what could be outsourced more easily for running the board meetings. We've covered almost all the dull-but-necessary groundwork and this coming meeting I will be proposing a T-minus timeline for incorporation and handover to a non-profit in 3-6 months so we can start making visibly rapid progress.

Our time to contribute is pretty limited, and I'm super grateful to the people who have been able to do meetings +additional time, as like 1adam12, sometimes that's all I can do during a hard workweek. aieleen has been amazing and I imagine they are possibly an ageless immortal who doesn't need to sleep to be that productive!

If you'd like to see my proposed timeline, happy to meet up online and discuss - weekends are easiest for me to arrange timezone-wise.
posted by dorothyisunderwood at 8:55 PM on May 15 [2 favorites]

1:1 reviews sound time consuming, would it be possible to post a list or a subset of a list as a GDoc so people can scan and see if they’re a good fit for a needed task?
posted by Miko at 7:38 PM on May 18

We will be sharing the public list of specific volunteer projects/tasks with info, plus the timeline. It is in draft now and will be finalised over the next 1-3 weeks to be shared.
posted by dorothyisunderwood at 12:20 AM on May 19 [2 favorites]

Does/will Metafilter carry D&O insurance?
posted by carmicha at 11:57 AM on May 19

carmicha, I can find out. May I ask why?
posted by 1adam12 at 7:54 PM on May 19

I'm not carmicha but I'm guessing that like many people they aren't sure about joining a board if there isn't d/o (directors and officers) liability, because otherwise things like HR decisions can put personal assets at risk.
posted by warriorqueen at 7:58 PM on May 19 [3 favorites]

That’s awesome. Sharing a list and allowing people to contribute as they can is an efficient way to get things done.
posted by Miko at 9:16 PM on May 20 [1 favorite]

Yeah the board totally needs D&O insurance - tha’s a basic thing that I feel sure counsel will have advised.
posted by Miko at 9:17 PM on May 20 [3 favorites]

I wonder if there is also any risk of liability from the site publishing users' posts and comments? Would any board members domiciled outside the US be at risk in their own jurisdiction?

Not a lawyer so not sure if those are the right questions to ask! (Also aware this is not necessarily priority number one...).

This was just prompted by the thought that, if I were board member subject to the jurisdiction of England and Wales, I might be a little bit nervous about one particular recent thread about someone who is the defendant in live criminal proceedings in the Court of Appeal. Speaking publicly or posting online about a live case, including saying whether you think a person is guilty or innocent, can be a criminal offence under the Contempt of Court Act 1981.
posted by Klipspringer at 3:42 AM on May 21

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