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

[hol at gaskill.com]

You're doing an exceptional job in your role representing sudo on Omni
BOD Jenny and I can only process a few nuts and bolts of the arrangement
at a time so let's not even go there :) I will continue to help as much
as I can but, fair warning, I am getting married in less than 2 weeks
and can only contribute in short bursts until Dec.

Thanks for sending this discussion over to Jesse to hash out some
details.  To save folks time reviewing the convo I'll re-summarize the
latest below:

Jesse has provided some preliminary feedback that while it's unrealistic
(or alternately, just unfair to other orgs) to cap rent due to
variability of inevitable costs, so I propose Omni1 or Omni2
specifically enumerate the allowable reasons to raise rent.  After
reading the draft fiscal sponsorship agreement it looks like there are
only some minor revisions needed so the 'bit of time' you spent on it
was epic and has already gotten us to the home stretch pending Jesse's
detailed review.  There are some common sense conditions placed on the
sponsorship arrangement that I concur with, so will happily walk back
the 'without precondition' part.  HOWEVER, SECTION 8 I THINK WE NEED TO
STRIKE COMPLETELY AS ALLOWING ARBITRARY TERMINATION OF FISCAL
SPONSORSHIP:
"8. THE BOARD RETAINS THE RIGHT TO TERMINATE COLLECTION OF FUNDS FOR THE
PROJECT AT ANY TIME UPON GIVING WRITTEN NOTICE TO THE COMMITTEE. IF THE
BOARD TERMINATES COLLECTION OF FUNDS UNDER THIS PARAGRAPH, ANY FUNDS
HELD BY THE CORPORATION AS OF THE DATE OF SAID TERMINATION MAY BE SPENT
BY THE COMMITTEE PURSUANT TO THIS RESOLUTION AFTER THE DATE OF
TERMINATION."

On another important topic, has Omni1 agreed to the $2k all-in rebasing
of rent?  I have not seen discussion on the topic but it seems like
unless Omni2 is anticipated to load up on additional cash, all orgs'
rent should go down to ~1/2 of existing rate assuming we refinance with
a 30-year mortgage around $250k additional costs to pay down old debt
and make repairs to building, etc prior to the balloon payment.  None of
this money is sudo's to spend regardless, I am just asking in order to
get a sense of what sudo's expenses would look like on a cost recovery
basis.  There has been some discussion of 'market' adjustments but this
seems to conflict with the overarching principle of maintaining this
space as a commons so I propose we nip it in the bud.

Thanks again to all who have gotten us to this point!
On 2016-11-06 23:37, Jenny Ryan wrote:

> 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/document/d/1FpE1-OikfLmqENzIprlHatZpi9UhCzJteI6qcTGqQsY/edit?usp=sharing
[7] 

> _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
[8] 

> 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/17qHsn6HUcqWGElqFEdmauFQTrdE-JhyT5pZdJ2Yd6qQ/edit#gid=0 [1]
> 
> And all the docs Jesse and I have been working on here: https://drive.google.com/open?id=0B4_Q7DQvNFT-UHl3Q2ZGTks1Njg [2]
> 
> 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 [3] 
> 
> 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 [4]
> 
> 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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Links:
------
[1]
https://docs.google.com/spreadsheets/d/17qHsn6HUcqWGElqFEdmauFQTrdE-JhyT5pZdJ2Yd6qQ/edit#gid=0
[2] https://drive.google.com/open?id=0B4_Q7DQvNFT-UHl3Q2ZGTks1Njg
[3]
https://docs.google.com/document/d/12412blyXCVLkjJHrKXIipJTRaOzpNbQcB8SddSqnIsk/edit
[4] https://sudoroom.org/wiki/Meeting_Notes_2016-10-12#Consensus
[5] https://sudoroom.org/lists/listinfo/board
[6] https://sudoroom.org/lists/listinfo/sudo-discuss
[7]
https://docs.google.com/document/d/1FpE1-OikfLmqENzIprlHatZpi9UhCzJteI6qcTGqQsY/edit?usp=sharing
[8]
https://docs.google.com/document/d/1bml7wmHk1l1gwB-hRV-CHB0w2x_hv6tCZhZKMijkgHQ/edit
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