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

Sun Nov 6 21:17:01 PST 2016

Understood, please figure out the process and timeline for including these
concerns with Jesse. I don't know how this would fit and don't have the
time right now.

On 5 Nov 2016 10:30 p.m., "robb" <sf99er at gmail.com> wrote:

> 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/17qHsn6HUcqWGElqFEdma
>> uFQTrdE-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/docume
>> nt/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/Meet
>> ing_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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>>
>>
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>>
>
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