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

[Jenny Ryan]

I'm sorry, Hol! I was very overwhelmed by the textwall, I'll admit. My
personal task list regarding this process is extremely long and
time-sensitive, involving over 20 documents that need to be signed by or
sent to a multiplicity of parties. The Timeline spreadsheet doesn't even
list half of them, though I will try to add them for the sake of
transparency.

Replies inline:

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.
>>>
>> This entails having actual meetings that are actually facilitated by
someone who actually creates an agenda, communicates with the membership,
takes notes, and records them on the list and on the wiki. That has not
been happening for many months now, and my agreements with others to take
over facilitating such meetings with sudo have not, to my knowledge, other
than Marc presenting the 10/12 proposal on my behalf, resulted in anything
resembling facilitated and structured meetings.

We need to meet on Wednesday then, and pass this proposal. I will update
the agenda and facilitate this Wednesday, unless someone else volunteers.

> 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.
>>>
>> Omni's bylaws empower a Delegate's Council composed of a representative
from each member collective - including Sudo Room - to approve decisions by
consensus. Would people feel more confident with Hol as director of Sudo
Room? It has been me since 2014, but I'm happy to cede that seat and remain
an officer (secretary or president) if and as nominated and elected. If
neither, Hol you will need to work closely with me over the next several
weeks to review and sign many documents.

> 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.*
>>>
>> This is a really excellent point. As mentioned in the timeline
spreadsheet, Jesse is preparing the fiscal sponsorship agreement, but that
document is not ready yet and would be consented on in collaboration with
both Omni and Sudo's responsible groups (Omni's Finance WG + sudo room's
membership consensus at a meeting). However, given the concerns you've
raised and the timeliness of the matter, I took a bit of time to draft a
version of Omni's standard fiscal sponsorship agreement myself and shared
it with Jesse in the event further edits are needed. Please comment with
proposed changes: https://docs.google.com/docume
nt/d/1FpE1-OikfLmqENzIprlHatZpi9UhCzJteI6qcTGqQsY/edit?usp=sharing

> *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.
>>>
>> I will pass this along to Jesse, but again, such decisions are governed
by the Omni Delegates Council, and Sudo's Delegate is responsible to
represent the consensus of the membership.

>
>>> *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.*
>>>
>> The conditions are outlined in the fiscal sponsorship agreement, and this
seems extreme. Any collective - including Sudo - could become soured by
nefarious characters or general malaise, and no responsible organization
would sign a document tying them to another indefinitely regardless of the
other remaining in good standing. Either way, sudo would have no difficulty
obtaining a new fiscal sponsor immediately if the paths of both orgs were
to diverge.

The charge is the monthly rent, which I've proposed to reduce from $2446 to
$2000. Omni will remain fiscally-solvent, and sudo moreso, as our currently
monthly income is around $1500 (we've been heavily subsidized by generous
members for months now). I will make this an official proposal in the
coming week.

>
>>> *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 is a really interesting piece I didn't grok fully when I first read
your email. I will pass this along to Jesse. We could possibly incorporate
this into new-omni's bylaws.

> 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.
>>>
>> Everything is still in process, namely the amended bylaws which I will
work on tonight. Relevant notes for this are in the 'Status' column.

> -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.
>>>
>> There are 2 special meetings of the members that are being called,
because according to Sudo's bylaws, a 45-day notice of a special meeting
and quorum consent by members is needed in order to pass an amendment to
the Bylaws terminating membership. The new-Omni board can pass the rest of
the amended Bylaws.

So the 1st meeting, which requires only a 10-day notice, is for sudo's
membership to  change it's Articles of Incorporation to reflect a name
change to'Omni Commons' and to incorporate the charitable activities of
Omni. This was sent to the membership list (not the full -discuss list, as
only members can vote) on Nov. 5th, scheduled for Nov. 16th at 7pm. I
updated the membership mailing list prior to sending the notice,
incoporating any new currently-paying members registered on sudo-humans.
That list has 93 members. We need a quorum of 10 in consensus to pass the
proposed amendment.

The new Board of Directors, whom I am electing upon resignation of the rest
of the Directors, incorporates an updated list of Directors consented on at
the last Omni Delegates Meeting. I have compiled this new BoD list here:
https://docs.google.com/document/d/1bml7wmHk1l1gwB-
hRV-CHB0w2x_hv6tCZhZKMijkgHQ/edit

> 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.
>>>
>> You are awesome. Thank you for your dedication to our value of
transparency and general due diligence.

> 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
>>> ~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`
>>>
>>> _______________________________________________
>>> board mailing list
>>> board at lists.sudoroom.org
>>> https://sudoroom.org/lists/listinfo/board
>>>
>>>
>>> _______________________________________________
>>> sudo-discuss mailing list
>>> sudo-discuss at lists.sudoroom.org
>>> https://sudoroom.org/lists/listinfo/sudo-discuss
>>>
>>>
>>
>> _______________________________________________
>> board mailing list
>> board at lists.sudoroom.org
>> https://sudoroom.org/lists/listinfo/board
>>
>>
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