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

Sat Nov 5 22:30:34 PDT 2016

excellent considerations & amending proposals!
thank you very much for the thoughtful foresight

On Sat, Nov 5, 2016 at 9:54 PM, <hol at gaskill.com> wrote:

> 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
> ~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`
>
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