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

[Romy Mimi Ilano]

Yes we all really appreciate it! Thanks so much.

There's s much thought there. I read through your mail, thanks for all the
hard work to all of you!


*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 8:03 PM, <hol at gaskill.com> wrote:

> Thanks Romy!  I'll add that Jenny has spent at least one order of
> magnitude greater time on this than I have so credit where credit is due!
>
> On 2016-11-07 17:57, Romy Mimi Ilano wrote:
>
> 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-CHB0w
>> 2x_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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>> https://sudoroom.org/lists/listinfo/board
>>
>>
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