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

[Romy Mimi Ilano]

This all looks like a hell of a lot of work.

I've enjoyed being on the board of responsibility and little power for the
past few years -- there's a lot of stuff to read in the details, but I feel
it's very healthy to shake things up and introduce new people.

Jenny and Hol are devoting hours and hours of time, as has Matt. I just
hope despite all your passion that you are all practicing self-care and
taking care of yourselves!


Best,

Romy



*Romy Mimi Ilano*

*romy.ilano at gmail.com <romy.ilano at gmail.com>*
*http://www.romyilano.com <http://www.romyilano.com>*
+1 (415) 779-6237
skype: romy.ilano


On Mon, Nov 7, 2016 at 3:03 PM, <hol at gaskill.com> wrote:

> 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/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
>>>> ~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`~`
>>>>
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>>>>
>>>>
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>>>>
>>>>
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>>>
>>>
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