[sudo-discuss] [sudo-board] [URGENT] Please sign incoming document to resign from Sudo's Board

[hol at gaskill.com]

sudo room membership,

I understand Jenny and many other folks have worked hard on this and I
fully believe that sudo room's future is inseparable from the Omni. 
That being said I have deep concern about the way this is being pushed
through.  The meeting minutes from 10/12 and other docs linked to today
still refer to a 50/50 split and tenants in common agreement whereas my
understanding was that the legal entity we have been calling 'Omni2'
would have sole ownership of the building to keep things much simpler. 
Any resolution the board passes should match what the membership has
approved and not take liberties with important variables.

So far the board are just being asked to resign (to be clear, I am happy
to step aside myself rather than sign something that puts sudo room's
ability to receive donations at full face value) and trust that Omni's
board will act in our interest, but given the level of distrust some
individuals within that group have expressed of sudo room, it seems
wholly defensible for us to define some critically important terms prior
to handoff while we are still legally whole.

Per Jenny's and my meeting 2 weeks ago with Kyle (while he was still our
legal counsel) the current board was to pass the resolution renaming
sudo room's legal entity and enshrine a few protections for the soon to
be much more vulnerable sudo room prior to resigning to make way for the
new board.  Pasted below are the concerns that I raised on 10/20 on the
board listserv.  There was no discussion on this topic on that listserv
other than from Jenny and Kyle, so I am repeating now for the general
membership to weigh in and maybe clarify how these concerns relate to
some of the discussion at the 10/12 meeting, and their sense from being
there.  THE MOST CRITICAL IS ISSUE 2 WHERE WE WOULD NEED TO CLEARLY
INDICATE THAT SUDO ROOM WOULD BE A FISCALLY SPONSORED PROJECT OF OMNI2
IN PERPETUITY, WITHOUT CHARGE OR PRECONDITION, REGARDLESS OF MEMBERSHIP
STATUS WITHIN THE OMNI.  IF THIS IS ALREADY INCLUDED IN THE
DOCUMENTATION YOU LINKED, PLEASE POINT US TO IT, BUT I DID NOT SEE
ANYTHING COVERING THIS.

ISSUE 1: PRESSURE FOR SPACE, PAST AND FUTURE
For the past 2.5 years it has been a struggle to keep the building
occupied, energized, and above water in terms of expenses.  Huge amounts
of energy have been spent by key sudo room members and there has been
much progress and stability compared to those early days, and with the
prospect of owning the building I think alot of orgs that were tentative
or on the fence will want in.  From reading the notes it appears this is
already occurring.  While those here today know that sudo room and the
people it brought into the building have been essential to carrying us
to this point, this may not always be the case, and we may be faced with
growing pressure to pay more than we can afford, or make do with less
than we need, when so much has been sacrificed to stake out this small
piece of space in Oakland for our activities.  Since moving to the Omni
and almost doubling our expenses to keep things afloat we have not been
fiscally solvent and we must protect against further rent increases as
part of this transition if we are to exist long enough to bask in the
success of Omni as a whole.  As we will be buying the building outright,
I cannot think of a financial pretext for future rent increases on sudo
room, and any increases in sudo room donations can go toward our
important work.
_PROPOSAL TO INCLUDE IN TRANSITION DEAL:_ SUDO ROOM'S RENT AND
PERCENTAGE ALLOCATION OF SHARED COSTS ARE CAPPED AT CURRENT LEVELS, AND
CURRENT SPACE ALLOCATIONS ARE PRESERVED AS LONG AS OMNI2 OWNS OR MANAGES
THE BUILDING.  SUDO ROOM WOULD HOWEVER NOT BE EXEMPT FROM NORMAL
CONDITIONS APPLICABLE TO OTHER COLLECTIVES FOR MAINTAINING GOOD
STANDING.  ANY FUTURE INCREASES IN RENT OR DECREASES IN SPACE MUST PASS
BY CONSENSUS AMONG SUDO ROOM MEMBERS.  There was discussion around issue
1 in the notes but nothing in the resolution.

issue 2: fiscal sponsorship
This is the obvious one - by becoming a fiscally sponsored project of
Omni2, we would need guaranteed continuity in fiscal sponsorship, free
of charge or precondition.
_proposal to include in transition deal:_ sudo room will be fiscally
sponsored by Omni2 unconditionally and free of charge or precondition as
long as Omni2 and Sudo both continue to operate, regardless of whether
sudo room remains a collective in good standing with, or tenant of,
Omni2.

issue 3: sunset
If the mission has been completed or changed from 4799 ownership, org
reverts to sudo room control.  No assets, building, etc, just the piece
of paper back.  Intent is to leave language allowing Omni 2 to do more
than this, but at a minimum maintain 4799.  This is the whole reason it
makes sense to go out on this limb, to stand our ground and maintain a
commons where we are.
_proposal to include in transition deal:_ In the event Omni2 amends its
mission statement to no longer include ownership and management of the
building or otherwise reassigns this activity to another organization,
or should 4799 Shattuck for any other reason no longer be in the
possession of Omni2, the mission of the organization shall revert to the
original sudo room mission and the sudo room general membership shall
nominate a new board.

That's the end of the text I sent the board.  Below are 2 new minor
issues I observe from looking through the google doc folder:
-Actions for sudo room's board reference an Exhibit A (and in the Omni
folder an Exhibit B is mentioned) but neither exhibits appear to be in
cluded in the shared folder for review.
-Whereas 45 day notice is claimed, the date on the proposed meeting for
sudo room is 9 days from now.  I would ask Jesse to clarify whether this
detail of the proposed schedule satisfies legal requirements.

Thanks to all who made it this far in this brutal textwall.  Again, I am
happy to step aside if seeking written resolution of these concerns
comes across as obstructionist - I am simply reading as much of the plan
as currently proposed as I can in the same day, and sharing my analysis
with sudo room's membership, which is the behavior that I think led to
me being asked to occasionally read and sign things in the first place.

Much Love,
Hol 

On 2016-11-05 12:05, Jenny Ryan wrote:

> Greetings sudo-board!
> 
> The time has come to engage in a number of actions to complete the transition from Sudo Room -> Omni Commons as we proceed to buy the building. Your help is needed!
> 
> I will shortly be sending you a Letter of Resignation for each current director to sign via DocuSign. Since we need at least one Director to remain on the Board and elect the new Board, and I am on the Board of both Sudo and Omni, I will not resign and will elect the new Board.
> 
> This new Board will pass resolutions amending our Articles and Bylaws to reflect those of Omni's.
> 
> You can see the full timeline of these next steps here: https://docs.google.com/spreadsheets/d/17qHsn6HUcqWGElqFEdmauFQTrdE-JhyT5pZdJ2Yd6qQ/edit#gid=0
> 
> And all the docs Jesse and I have been working on here: https://drive.google.com/open?id=0B4_Q7DQvNFT-UHl3Q2ZGTks1Njg
> 
> If you're a bit behind on what's been going on re: the building purchase, you can review that here: https://docs.google.com/document/d/12412blyXCVLkjJHrKXIipJTRaOzpNbQcB8SddSqnIsk/edit 
> 
> Thank you all for your helping to steward Sudo's Board of Responsibility and Little Power over the years. Sudo will become a fiscally-sponsored project of this new Omni, with the option to become a full 501c3 again sometime in the future.
> 
> This action has been approved by the members of Sudo Room at our last meeting on 10/12: https://sudoroom.org/wiki/Meeting_Notes_2016-10-12#Consensus
> 
> and authorized by Jesse Palmer, who now legally represents both the Omni Oakland Commons and Sudo Room.
> 
> Thank you,
> Jenny
> 
> Help open a people-powered common space in Oakland, California! 
> https://omnicommons.org/donate
> 
> `~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`
> "Technology is the campfire around which we tell our stories."
> -Laurie Anderson
> 
> "Storytelling reveals meaning without committing the error of defining it."
> -Hannah Arendt
> 
> "To define is to kill. To suggest is to create."
> -Stéphane Mallarmé
> ~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~` 
> _______________________________________________
> board mailing list
> board at lists.sudoroom.org
> https://sudoroom.org/lists/listinfo/board
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