MeFiCoFo update

October 15, 2024 8:56 AM

A few updates about the MetaFilter Community Foundation

1) My previous post was mistaken about incorporation. Incorporation is going to happen soon with a boilerplate set of bylaws, and then the first board for the newly incorporated org will adopt the full bylaws after a round community feedback.

2) Some clarifications about the new structure, which came up in the last thread.

-MetaFilter.com members
Participate on metafilter.com
Volunteer on committees and activities for the Website and MeFiCoFo
Provide input and feedback via MetaTalk and other channels

-MetaFilter Community Foundation fellows
Criteria to be a fellow: Time on site (proposal is for 6 months), contributions (A combination of posts/comments)
Can be pseudonymous
Can vote on MeFiCoFo governance issues, including MeFiCoFo board members

-MeFiCoFo Executive Director
Responsible for day to day management of MeFiCoFo and staff
Execute policy from the Board

-MeFiCoFo Board of Directors
Manage the ED
Set and direct policy with input from members, fellows and staff.
Overall governance

3) Incorporation updates:
Should be happening very soon
We’ll post the full initial draft of the bylaws for comments/feedback in the next two to three weeks as well.

4) Assistance we’ll need soon
-Bylaws feedback (as mentioned above)
-Various tasks related to ED search as needed
-Assistance with the full board elections (Selecting/implementing voting platform for board elections, Other tasks as needed)


If you have any questions or comments, feel free to post here or reach out via memail

posted by Gorgik to MetaFilter-Related at 8:56 AM (45 comments total)

Thanks for this -- for context, Gorgik has been a relatively new addition to the group and so he's been playing catch-up on everything! But he's a fast study, and this is a good recap. It looks complicated but at bottom it's an attempt to provide some structure the org, to avoid governance-by-endless-unresolvable-MeTas. And ofc it's just a start -- limitations in the initial set-up can be discussed and improved over time. (Boilerplate will be used for the incorporation paperwork, but there will be a follow-up MeTa with the finalized bylaws for discussion.)
posted by Rhaomi at 11:16 AM on October 15 [13 favorites]

Because my brain is broken, the post title sent me immediately to this scene from Doctor Who.
posted by DirtyOldTown at 11:49 AM on October 15 [5 favorites]

What's y'alls policy on seances and exorcisms. Tryin to decide if I need to be on the look out for a new haunt
posted by A_Ghost_User at 7:21 PM on October 15 [16 favorites]

Thanks for the update!
posted by NotLost at 9:43 PM on October 15 [1 favorite]

With respect to fellows, has their been consideration of how sockpuppets or account changes will play into that or is it on the honour system?
posted by jacquilynne at 10:30 AM on October 16

Thanks for keeping this moving and sharing your progress!
posted by samthemander at 1:34 PM on October 16

Yes -- sockpuppets will always be okay, but there will be a hard rule against registering more than one as a fellow.
posted by Rhaomi at 1:34 PM on October 16 [2 favorites]

I have been a daily reader for over 13 years, and have contributed to several fundraising efforts. I comment and post, though admittedly not often. (My first experience posting on the blue was...unkind. Ask has been more welcoming, so I have more posts and comments there). While I understand the logic of putting limits around who can be a Fellow, it sounds as if folks like me will be excluded from voting, unless we drastically ramp up our commenting and posting? That would be disappointing, as up until now I've felt part of the site, in my own quietly committed way.
posted by brushtailedphascogale at 2:00 PM on October 18 [10 favorites]

I think requiring a small minimum number of posts or comments is reasonable, and I think brushtailedphascogale has plenty.
posted by NotLost at 8:07 PM on October 18 [2 favorites]

Good luck with all this. I'm sure it'll work out great.
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 6:41 PM on October 19 [3 favorites]

it sounds as if folks like me will be excluded from voting

It's a very low threshold, like 20 comments, or 2 posts and 10 comments, etc. Some minimum total. Very much like $5/account.

And if the community decides that is too much or too little, it can be changed.
posted by Gorgik at 7:09 PM on October 19 [5 favorites]

Having been a part of non-profit where there was an (unsuccessful) attempt at a hostile takeover from supporters of a different non-profit, I think some controls on the fellows is a good idea. I do like the idea of the threshold being relatively low.

It might be good to build a bit of a time frame in as well, so people can't join a week before, do their 2 posts and 10 comments and then vote, just to give the community time to identify any voting blocks forming. However...that is possibly overthinking it. In the case I cited above there was considerable real estate and a budget over $20 million involved, so.
posted by warriorqueen at 5:31 PM on October 20 [3 favorites]

It might be good to build a bit of a time frame in as well

The initial proposal is 6 months, but again can be changed.
posted by Gorgik at 6:34 PM on October 20 [5 favorites]

Oops, sorry, didn't go back and read the post - just the comments. I think that's a great length of time.
posted by warriorqueen at 6:47 PM on October 20

Can monetary contributions made this year be counted as donations to a non-profit?
posted by cosmologinaut at 7:50 PM on October 20 [1 favorite]

Legally speaking, the non-profit doesn't exist yet. There is a bunch of paperwork to be filed, and an IRS process to work through. Donations to the non-profit won't be possible until all that is done.

So donations made right now can not be counted as donations to a non-profit, no.
posted by Frayed Knot at 6:15 AM on October 21 [5 favorites]

Having been a part of non-profit where there was an (unsuccessful) attempt at a hostile takeover from supporters of a different non-profit, I think some controls on the fellows is a good idea. I do like the idea of the threshold being relatively low.

This is definitely something that needs to be thought about in terms of risk management in eg how bylaws can be changed and the thresholds are a big part of this, along with how much power fellows actually have. I'm part of a club that faced a 'takeover' attempt (also unsuccessful, but mostly due to incompetence on the part of the attackers rather than strong defence) a few years ago. While Mefi doesn't have and likely will never have millions of dollars or significant assets, it could be an attractive target for spam Website builders or something. Not a huge risk, but at least some risk there.
posted by dg at 10:52 PM on October 22 [2 favorites]

Thank you, everyone.
posted by jessamyn (staff) at 8:47 AM on October 24 [2 favorites]

In the now closed site update thread there were a few references to the formation of the nonprofit taking longer than expected due to "issues beyond our control." It's clear from that other discussion that this needs to be a priority in order to bring some clear and responsible management to the site.

Could we please get an update on precisely what those issues are, whether/how community members can assist, and the timeframes involved? Thanks in advance.
posted by rpfields at 12:00 PM on November 3 [8 favorites]

To clarify, the reference "we’ve been stuck in this transition period for over two years (due to reasons beyond our control)" referred to the time since March 2022, well before formation of the nonprofit began.

There was a period when the steering committee was taking charge. That was interrupted when it was realized that volunteers couldn't work for a business.

But I am no longer on the board and can't answer about what's going on now.
posted by NotLost at 12:09 PM on November 3 [3 favorites]

Also as far as I can see, none of the other monthly site update threads were closed early. Will there be a November site update, or is loup now just refusing to communicate openly with site members altogether?
posted by TheophileEscargot at 12:16 PM on November 3 [8 favorites]

To clarify, the reference "we’ve been stuck in this transition period for over two years (due to reasons beyond our control)" referred to the time since March 2022, well before formation of the nonprofit began.


Great, thanks for the clarification. But the gist of the discussion, and the point of my question, is that the agreed transition to community ownership is taking longer than expected, even while recognizing that those who don't usually work on these kinds of things underestimate the time involved, and that this is being used as a justification for continuing with a type of site management that is clearly not working.

I have some experience in dealing with nonprofits in my day job and it's generally the decisions about which paths to follow that take up the community's time. Once those decisions are made, the technical process takes a few months at most, even in organizations with big budgets, large memberships, and serious assets. Since Metafilter meets none of those criteria, I'd like to know what the problems are.

I'm pretty sure I'm not the only one. Providing this information would be a courtesy to the community and would be in management's best interests if they are hoping for increased financial support despite recent performance.
posted by rpfields at 12:19 PM on November 3 [9 favorites]

this is being used as a justification for continuing with a type of site management that is clearly not working.

Just want to emphasize that this is 100% on the existing—paid—employees of the site, who deliberately focused a bunch of criticism on this specific process and then closed the metatalk addressing concerns with their performance.
posted by knobknosher at 3:38 PM on November 3 [10 favorites]

Status update based on comments from 1adam12 and Gorgik + my own notes:

What’s done as of now:

- Bylaws are basically complete, our lawyer just recommended moving a few sections to a separate policy document for expediency's sake (easier to amend later). We're discussing this in our next meeting on Thursday.

- Our registered agent/office in Delaware is established and paid for.

- Our lawyer has been cleared to file for incorporation in Delaware; final IRS approval for tax-exempt status takes about six months IIRC, but we won't have to wait on that to get the organization itself up and running.

- We are in touch with Jessamyn's counsel to sign off on everything.


Stuff left to do:

- We need some new bank accounts to handle some of the asset transfers for things personal to Jessamyn (this had to wait on the registered agent)

- closing checklist (think "metaphorical keys") of final things to transfer, mostly logins and other misc. account info

- posting the bylaws for public review

- selecting a voting platform (I've been researching a few options)


Keep in mind that getting the non-profit set up and taking control of MetaFilter, LLC's assets is only the start, and the main thing we've been focused on. Once that's done, the permanent board needs to be formed and an ED selected, so we can move on to budgeting, strategy, site development, etc. So if you have ideas and passion, consider participating more formally, either as a board member, a member of a committee, or a volunteer contributor of cash/code/etc. Certainly get registered as a fellow so you can join meetings and vote on issues!

Finally, why has this taking so long? Because this doesn't have anyone's undivided attention. We're a group of volunteers distributed around the world who are doing the best we can. Some have had health challenges, some have small children, we all have jobs and lives. In addition, some board personnel have left during the process due to work conflicts, and new ones have joined and had to catch up. We've been communicating mainly through semi-weekly Zooms, supplemented by Slack, GDocs, and Notion. This doesn’t move as quickly as it might if it were someone’s full-time job, or if we were in an office together, or were all subject-matter experts. But again, if you have the time, tools, or expertise to help speed things along, please join us -- the whole point of a member-driven organization is having people get involved however they can.
posted by Rhaomi at 11:57 PM on November 3 [24 favorites]

Thanks for the prompt and detailed response, Rhaomi!
posted by TheophileEscargot at 12:37 AM on November 4 [1 favorite]

Thanks very much for this response. I'm glad to hear that the essential first step of setting up the non-profit is in hand, and I appreciate everything everyone is doing on a volunteer basis. It's important foundational work and it is never easy.

I also appreciate that the next steps are going to require even more work, and create additional demands on those who have already been engaged in this. Clearly, staff are already overwhelmed without this additional burden. But, at the same time, I'm concerned that bringing more volunteers into the mix at this point might make things more difficult, at least in the short term.

Given the importance and urgency of the situation, perhaps it might be worth hiring a consultant/project manager to get the organization through these next steps, from choosing the board to hiring an ED and holding the first AGM? Having a dedicated point person could solve a lot of problems and take some pressure off those who have been juggling the details for some time. I'm agnostic on whether the person hired should be a MeFi user or someone completely external, but they should be familiar with US law/regulations on nonprofits (which leaves me out, for example).

If the current budget doesn't allow for such a contract, I'd be happy to consider contributing to a dedicated fund for this purpose.
posted by rpfields at 8:06 AM on November 4 [1 favorite]

Certainly get registered as a fellow so you can join meetings and vote on issues!

Is this a future process or is this happening now? I'm pretty sure the former but it's entirely possible I missed something.

I recommend that when people register as fellows they be asked to give permission to be emailed, because the lack of email comms has made site feedback etc. difficult to collect at times or required longer periods of time for voting to try to catch people on the site itself.
posted by warriorqueen at 8:25 AM on November 4 [1 favorite]

> We need some new bank accounts to handle some of the asset transfers
> for things personal to Jessamyn

And just to be clear on this aspect of it... the current MeFi LLC bank account is at my community bank here in Vermont. I asked if I could transfer this bank account in its entirety to the new entity and that was not going to be possible because it's a Vermont bank which does not allow ownership of business accounts by non-Vermont businesses or entities without Vermont addresses. This is just a small wrinkle but it does mean a bit more work for the fine folks at MCF and a few more complications in terms of transferring all the money over and making sure there is continuity of funds so that people and bills can get paid on time.
posted by jessamyn (staff) at 8:58 AM on November 4 [5 favorites]

Great update. Thank you and good luck.
posted by Miko at 10:49 AM on November 4 [3 favorites]

Will there be a November site update
Yes, we'll continue with the regular schedule for site updates.
posted by loup (staff) at 1:34 PM on November 4 [1 favorite]

Certainly get registered as a fellow so you can join meetings and vote on issues!

Is this a future process or is this happening now? I'm pretty sure the former but it's entirely possible I missed something.

Future process.
posted by Gorgik at 8:52 AM on November 5

It would be great if the process for registering as a fellow could be accelerated so that people can declare their interest now, and be available to help as soon as the necessary frameworks are in place.

It seems to me that a few of these processes are like this, and could be taking place in parallel, rather than in a linear fashion, so that the NFP can hit the ground running on the next phase. This is where advice and direction from a responsible project mananger would be useful.
posted by rpfields at 9:06 AM on November 5 [6 favorites]

2c, really hate the gendered, needlessly academically specific term "fellow." Most orgs would call them "members," as in the voting membership. Everyone else would be "users." Or, you could go with "voting members" and "members-at-large." Either way it just sounds super silly to call them "fellows."
posted by Miko at 5:46 AM on November 7 [17 favorites]

Strong agree. metafilter.com users and metafilter community foundation members is straightforward and avoids such baggage. Also, in lots of contexts a "fellowship" is something awarded and short-term
posted by secretseasons at 5:52 AM on November 7 [15 favorites]

Nthing the nixing of fellows in favor the far better options Miko suggested. Or anything besides fellows, really. It’s a small thing, but it is so inapt and off putting.
posted by snofoam at 12:11 PM on November 7 [3 favorites]

If we don't like member, thesaurus.com suggests male sex organ as a viable substitute. And to easily differentiate between the regular members and members who have special oversight we could use dicks and dickheads.

Thank you I'll see myself out.
posted by phunniemee at 12:19 PM on November 7 [14 favorites]

I'm excited for the new org structure! Thanks for the clarifications.

Agree that members vs fellows is confusing. I'm also confusing by the way that the description of member activities is phrased: I guess I'm assuming it means members CAN volunteer, but it reads like only volunteers can be members.
posted by ropeladder at 5:37 PM on November 7

May just be my nomistopian Irishness, but it seems a bit overly orderly, but I do wish you well.
posted by lometogo at 1:52 AM on November 8

If there is a need to distinguish people who read MetaFilter without participating from the people who have paid their $5 or otherwise registered, I would suggest either of the following pairs:
1. "Readers" for the former and "users" for the latter, or
2. "Users" for the former and "subscribers" for the latter.

Although possibly "fellows" was chosen because "community members" has long been a phrase used on this site.

I also think it would be fine to use "site members" and "organization/foundation members".
posted by NotLost at 5:37 AM on November 8 [1 favorite]

Miko: "2c, really hate the gendered, needlessly academically specific term "fellow." Most orgs would call them "members," as in the voting membership. Everyone else would be "users." Or, you could go with "voting members" and "members-at-large." Either way it just sounds super silly to call them "fellows.""

We discussed this internally for a good bit -- the problem with "members" is that it's been a longstanding term for users of the site, and specifying "site members" versus "voting/foundation/etc. members" just creates ambiguity when people (or the bylaws) use the shorthand "members". We felt like there needed to be a more distinct term for registered voting members as opposed to regular MeFites, and of the options we considered, "fellows" won out (it also helped that there had been a recent Ask post discussing the gendered-ness of the word, leaning toward it being gender-neutral when used as a title as in academia). Though if you have ideas for a different set of terms that's less likely to be conflated or confused, we'd be happy to reconsider!
posted by Rhaomi at 6:26 PM on November 8

Voting member (VM if you need a shorthand) sounds good to me.

A short page somewhere explaining what the term means and how to become one would probably be useful for linking to for a while when the term (whichever one is picked) is used at first.


(Here's what I found about the history of the noun "fellow" in that thread Rhaomi mentioned. Tl;dr I don't really agree about the genderedness but do think it feels oddly formal/academic for the present context.)
posted by trig at 7:49 PM on November 8 [3 favorites]

Every single suggestion Miko made is way better than fellows. Fellows is dogshit. It’s fine if the people putting in the work make the decisions, so by all means, go ahead if that’s what gets (dog)shit done, just know that it is a crappy and alienating choice.
posted by snofoam at 12:36 PM on November 9 [2 favorites]

I pretty deeply dislike "fellows" on a gut level (for being so...mannered, I guess, plus feeling gendered to my ear even if its origins aren't), so I wouldn't put it past myself to be engaged in some amount of motivated reasoning here, but "site member" vs. "voting member" (or "foundation member") has the added benefit of significantly better communicating what each one is supposed to mean. If we start regularly shorthanding "member" vs "fellow" it becomes just one more bit of impenetrable jargon.
posted by nobody at 3:03 PM on November 9 [2 favorites]

I really like "site member" and "voting member", it's much easier to understand imo.
posted by Brandon Blatcher (staff) at 3:16 PM on November 9 [3 favorites]

"Site member" vs. "voting member" is not really that ambiguous. People can learn.
posted by Miko at 10:27 AM on November 11 [2 favorites]