MetaFilter Community Foundation Nonprofit Update, 8/19/24

August 19, 2024 8:19 AM

An overdue update about the transition to a non-profit.

How we got here

-First and foremost, a huge and special thanks to Jessamyn for everything she’s done for MetaFilter to date!

-Lots of foundation work by the Steering Committee, BIPOC board, Transition Team and Interim Board. All of this work has been critical to getting us to where we are now, and positions us for success. Thanks to everyone who has contributed blood, sweat and tears so far.
-Governance Committee has been working with Attorney on bylaws and insurance questions

-Board insurance can’t be purchased (even quoted) until there is an actual incorporated entity with an address.

-The Finance committee's scope of work was initially approved by the Interim Board on May 9 with subsequent amendments approved on June 6. Some further revisions are needed based on recent updates/developments from the Interim Board. Finance Committee has been working on a financial controls document and other financial policies and questions related to the bylaws

-Executive Director (ED) Search Committee has been working on research, strategies and scope for the ED role.


Outcomes from recent meeting(s)

MetaFilter Community Foundation incorporation will happen (barring unforeseen circumstances) in the next several weeks, subject to finalizing the bylaws (see below).

The MetaFilter Community Foundation will take on MetaFilter LLC as a whole and not as individual asset transfers. This will allow for an expedited timeline for organizational change, the rest of the transitions/changes for the LLC will happen after the full board is elected/seated..

Voted on items for the draft version of the bylaws. The bylaws will be published to MetaTalk in sections, for community feedback. This is the last required step before incorporating the MetaFilter Community Foundation.

Voted on nomenclature. MetaFilter (the Website) has “members”. MetaFilter Community Foundation has “fellows” that are participants in voting about governance and other issues for the MCF. If you have feedback or questions about these names, please let us know.

There will be an initial board with three members, 1Adam12, Rhaomi and Gorgik. Those three will serve until the first board elections can be held and the new board installed, hopefully in the next two to three months or so. NB: We are legally required to have a small board to get the non-profit registered and off the ground.

1Adam12 - Adam Birnbaum, MeFite since 2006. A native Brooklynite, Adam works as a commercial litigation attorney at a small firm in Manhattan. He previously worked as an intern for the International Criminal Court and the Yugoslavia War Crimes Tribunal in The Hague. He's an avid gardener, baker, and maker of fermented hot sauces, and a hobbyist restorer of vintage computers, gaming consoles, stereo equipment, and terrible old cars.Adam still lives in Brooklyn, about 3 miles from where he was born, with his wife and three children. He doesn't intend to run for the permanent board for a good long while after his stint as caretaker director ends.

Rhaomi - Works in customer service administration in Alabama, with side hobbies in political canvassing, deep learning, and data journalism. A frequent contributor to MeFi since 2007, with a long history of involvement in a number of other "old web"-inspired spaces, from StumbleUpon to Digg to Reddit to Tildes. As a former member of the Steering Committee, he's grateful for the opportunity to continue working towards a new model for MetaFilter that makes it more accessible and rewarding while preserving its original community spirit in a changing internet landscape.

Gorgik (David) - I’ve been on MetaFilter since 2004, and as a member since 2006. I’m a reporting analyst for a large law firm, currently working in the Diversity & Inclusion department focusing on reports, analytics and the like. I’ve lived in Washington State since 2002, after having lived in Arizona for 25 years. Outside of my day job, I’m a volunteer domestic violence advocate with an organization that works closely with the city, the police department, area hospitals and other service providers to provide support for victims of gender based violence in a variety of situations. MetaFilter is one of the primary ways that I mediate my experience of the world, and I look forward to working with everyone in this new phase.

After incorporation, four immediate tasks
-Apply for non-profit status
-Jessamyn is donating the LLC to the MetaFilter Community Foundation
-Start ED search. The search committee is headed by ourobouros and Shepherd
-Set up elections for the first permanent MetaFilter Community Foundation board.

Other Matters

There will soon be a series of MetaTalk posts to share the MetaFilter Community Foundation bylaws (in chunks), for comment and feedback. Since this is the final step for incorporation, our timeframe for feedback is going to be quick.

Please let us know if you have questions or would like clarification about anything.

posted by Gorgik to MetaFilter-Related at 8:19 AM (44 comments total)

I just want to tell you all good luck. We're all counting on you.
posted by grouse at 8:30 AM on August 19 [38 favorites]

Amazing, thanks for all the work you and others have been putting in. I know from my own day job that this kind of thing is almost always more time-consuming and complicated than it first appears, but you are doing important foundational work for all of us. You have my gratitude and appreciation.
posted by rpfields at 9:00 AM on August 19 [12 favorites]

Thank you so much!
posted by signal at 10:15 AM on August 19 [4 favorites]

Thank you, one and all, for this intricate and necessary work! ♥
posted by Lynsey at 10:15 AM on August 19 [4 favorites]

Thanks! We appreciate y'all and your good work!
posted by gentlyepigrams at 10:20 AM on August 19 [5 favorites]

Thank you for this update, and all the hard work that went into getting here and to come. <3
posted by ApathyGirl at 10:25 AM on August 19 [6 favorites]

Thank you.
posted by yellowcandy at 11:01 AM on August 19 [5 favorites]

Thank you all so much. I know this has been a lot of hard work.
posted by It's Raining Florence Henderson at 11:20 AM on August 19 [4 favorites]

Thank you all involved, i appreciate what you are doing.
posted by 15L06 at 11:26 AM on August 19 [4 favorites]

Is there a reason why it's essential do a full public process and finalize the bylaws before filing the paperwork? I understand that we need some sort of bylaws to incorporate, but also, bylaws can be amended. It looks like a huge number of important things (quoting and buying insurance, legally transferring ownership, applying for non-profit status, accepting volunteer help, etc etc etc) are blocked behind that filing, and they could be unblocked by filing with a very simple set of bylaws, working on all that other stuff while gathering public comment on what the bylaws ought to be, and then amending them once that process is complete.

Sure, it would mean a little bit more paperwork, but it seems like that would be more than worth it to accelerate the timeline of all those other things by weeks or months.
posted by firechicago at 12:19 PM on August 19

Since the MCF is about placing the community in the driver's seat, it would seem weird to keep the bylaws secret from the community. There's a lot of expertise here, and getting a good start is important. Bylaws can be changed, but knowing what they are at the start could save a lot of headaches later.

"There will be an initial board with three members, 1Adam12, Rhaomi and Gorgik." Don't you mean three fellows?
posted by rikschell at 12:35 PM on August 19 [4 favorites]

"There will be an initial board with three members, 1Adam12, Rhaomi and Gorgik." Don't you mean three fellows?

Dammit!
posted by Gorgik at 1:18 PM on August 19 [8 favorites]

rikschell has it. 1adam12 said to me the other day the very same thing in response to my asking firechicago's (essential) question, and added that in an iterative process, it's important to get the first step right.

We'll do it as expediently as possible.
posted by Gorgik at 1:23 PM on August 19 [2 favorites]

Thanks for handling this!
posted by 1adam12 at 2:02 PM on August 19 [3 favorites]

I appreciate the intent behind sharing the bylaws with the community prior to filing them and it's important that the broad community has the chance to have input into the structure of the next phase of the community.

That doesn't mean there can't be changes at a later date, but it is critical the community supports the bylaws in general from the start. It's on us as members of the community not to nit-pick the initial bylaws to death, delaying indefinitely the finalisation of what are nothing more than interim rules. However, I'm more than a little concerned about the model of dribbling the draft out in 'chunks' and believe this will lead to far more less-than-useful feedback because it will be impossible for anyone to see the totality of the rules. You'll get lots of 'but what about ...' because people can't see that the issue they are concerned with is resolved in another part of the rules. Just throwing the bylaws in a .pdf and put it up for comment is the quickest way to get initial feedback. Unless you want to wade through a thousand tracked-changes-enabled Word documents ;-).
posted by dg at 3:52 PM on August 19 [13 favorites]

In the spirit of changing broken processes, I'd strongly recommend the board check out Loomio and Consider.it, both of which would enable a far more more robust and equitable community-scale discussion and revision process than what Metafilter's homemade tools are able to offer.
posted by knucklebones at 5:13 PM on August 19 [8 favorites]

I very much appreciate the team working on forming the nonprofit. It's just that I thought one of the reasons for choosing Delaware as the state of incorporation was the ease/expediency in setting up the structure? [For example, DE Code § 109: The original or other bylaws of a corporation may be adopted, amended or repealed by the incorporators...]
posted by Iris Gambol at 8:25 PM on August 19

Thanks! Good to see this progress happening!
posted by TheophileEscargot at 3:19 AM on August 20 [2 favorites]

knucklebones Look out for a DM from me, if you're willing to help make one of those happen it's a possibility.
posted by 1adam12 at 6:53 AM on August 20 [1 favorite]

Exciting news! Can you-three get a “board” badge the way mods have a “staff” badge?
posted by Jesse the K at 1:48 PM on August 20 [4 favorites]

Can you-three get a “board” badge

Aaargh please no.
posted by 1adam12 at 5:56 AM on August 21 [6 favorites]

Thank you to all who have been involved in making this happen. I'm very proud of you all!
posted by hydra77 at 8:26 AM on August 21 [1 favorite]

Cheers to MeFiCoFo, Inc.!
posted by hydra77 at 8:26 AM on August 21 [3 favorites]

Aaargh please no.

Pirate badges, then.
posted by Gorgik at 4:26 PM on August 21 [9 favorites]

Thank you all so very much!
posted by humbug at 4:54 PM on August 21 [2 favorites]

Hi, just realized I meant to respond and didn't. We weren't going to spread out bylaws posts over a long period of time, but it does makes sense just to post them as one file. We haven't finalized the plan yet, but appreciate the suggestions. Stay tuned.
posted by Gorgik at 7:14 AM on August 23 [2 favorites]

Great news, and thanks to all who helped!
I do encourage y'all to give consideration to knucklebones' comment!
posted by Wretch729 at 6:34 PM on August 23

Posting the bylaws as one file makes sense, and remains compatible with discussion and approval happening a section at a time if the board's judgement is that this is needed to stop each such discussion becoming unwieldy.
posted by flabdablet at 12:06 PM on August 24 [1 favorite]

Thank you so much for all of your hard work. I very grateful!
posted by bluesky43 at 12:19 PM on August 24 [1 favorite]

As a gender-free/non-biased alternative to the term "fellows*," may I suggest directors or board members?

*Used familiarly since mid-15c. for "any man, male person".
posted by acridrabbit at 12:54 AM on August 25 [1 favorite]

I think we’re all fellows in the new model, not just the board.

Fellow is gender neutral, consider the phrase “research fellow” as an example. There’s a pretty small list of substitute words that convey the meaning. Mefi comrade anyone? Maybe we can be peers, like the House of Lords. Something tells me a peerage for all members is not in the budget.
posted by shock muppet at 11:21 AM on August 26 [1 favorite]

Something tells me a peerage for all members is not in the budget.

My understanding was that one paid for one's peerage with a substantial donation, before acquiring the necessary ceremonial robes from one's usual tailor.
posted by plonkee at 12:18 AM on August 27 [3 favorites]

Voted on nomenclature. MetaFilter (the Website) has “members”. MetaFilter Community Foundation has “fellows” that are participants in voting about governance and other issues for the MCF. If you have feedback or questions about these names, please let us know.

"Fellows" rings...phony-ish to me (or mannered, at least), but I'm also not sure from this description who it's going to be describing. Are these the people elected to (or volunteering for) board/advisory-committee/etc. positions? Or, as shock muppet interpreted it, is this the role all MeFites are acting in when they vote on things that receive sitewide votes?

As-is, in either interpretation, I'm not sure I understand the need for separate nomenclature. If the former, is it that normally these would be the "board members," but you need a term that can encompass a wider set of people because we want people to be able to take up these roles without having to sit on the actual board, with the legal requirements -- and privacy-piercing -- that entails?
posted by nobody at 8:52 AM on August 27 [1 favorite]

As I understand it, there are three classes of people involved:

1. Members of MetaFilter, the website ("members")
2. Members of MetaFilter Community Foundation ("fellows"), a corporation
3. Members of the board of MetaFilter Community Foundation ("board members").

There are good reasons to not have the membership of the website be identical to the membership of the corporation. For example, one might want to have different standards for identifying the people involved. Avoiding sockpuppetry is more important for the corporation's members, I'd argued.

It looks like there was a desire to have a different name for the members of the corporation to avoid confusion. This is a good idea too, although "fellow" is not something immediately understandable by some. How about "associates"?

I would suggest that members of the board also have a different name, like "directors" or "trustees".
posted by grouse at 11:53 AM on August 27 [5 favorites]

It looks like there was a desire to have a different name for the members of the corporation to avoid confusion… I would suggest that members of the board also have a different name.

• Members of MetaFilter, the website: MeFite
• Members of MetaFilter Community Foundation: MeFiFoFite
• Members of the board of MetaFilter Community Foundation: MeFiBoFite

posted by signal at 4:03 PM on August 27 [4 favorites]

I like grouse's ideas.
posted by NotLost at 4:52 PM on August 27

Who will the members of the corporation be? I’m not looking for names but instead for understanding the structure. This is a role I don’t have an intuition about yet and I’m curious.
posted by eirias at 8:07 PM on August 31

As I understand it, there are three classes of people involved

I think there should be four classes, as is traditional: fighters, thieves, magic-users, and clerics.
posted by rikschell at 7:50 AM on September 1 [5 favorites]

Where does that leave bards?
posted by flabdablet at 12:02 PM on September 1 [2 favorites]

It's easy! Start as a human or half-elf fighter with a 15 in Strength, Wisdom, Dex and Charisma, a 12 Int and a 10 Con. Take at least 5 levels of fighter, then switch over to thief for 5 levels. Now you can start playing as a Bard.
posted by rikschell at 4:37 AM on September 2

Who will the members of the corporation be? I’m not looking for names but instead for understanding the structure. This is a role I don’t have an intuition about yet and I’m curious.

We'll have communication about this soon, but grouse's breakdown is correct as far as corporation vs. website.
posted by Gorgik at 10:52 AM on September 3 [1 favorite]

Hm. I think I’m not totally understanding what grouse said though. Is it that eirias is a member of the website, and any sock puppet using the same pair of hands as eirias is a different member of the website, not that there is any such member, but the person behind those hands may or may not be a member of the corporation? How does one know one is a member of the corporation? Are most website members going to be tied to a corporate member? I’ve said member too many times now and my inner middle schooler is snickering.
posted by eirias at 11:04 AM on September 3

I did not specify who would be in group 2, because it's not determined yet. Maybe it will be anyone who wants to be, or maybe it will be a small group of people. Or somewhere in-between.
posted by grouse at 12:15 PM on September 3 [2 favorites]

Members of MetaFilter Community Foundation: MeFiFoFite

BoNannaFannaFoFite
posted by kirkaracha (staff) at 10:13 PM on September 3 [2 favorites]