Proposal: Eliminate bylaw 4b, and make such other changes to the bylaws
as are needed to reflect the intention of that change.

Current bylaw 4b:

b.  Upon serving two consecutive terms on the BOD, a person must
      vacate the BOD for one year before being eligible to serve
      again.

Discussion: This was good in 1992, to prevent cliques from controlling
the new organization.  It's an obstacle now.  Most elections are not
contested any more.  There wouldn't have been an election at all this
January if I had not run and offered a controversial proposal.  Other
members said they would have run if not for being restricted by limited
terms.  

91 responses total.

I'd suggest merely altering the bylaw to allow exemptions to term limits
if no other options are available. Term limited board members could be
nominated and participate in the process all the way through the
election, except that votes for them would only count if otherwise a
seat would be left open.

Or just choose longer limited terms, like 6 or 8 years.

Welcome back, Eric. :)

I'd prefer to remove the term limits entirely.  It is simpler.  I do not
see the need for term limits any more, not when the membership barely
outnumbers the Board.

There apparently wouldn't have been an election -- 0 nominees -- in the
most recent election if I hadn't run.  TS wasn't a candidate until he
found out I was running and that I was pushing for a merger.  Denise
said she couldn't run.  No one else expressed any interest at all.  I
don't know who else was eligible to run but TS, and me once I paid for a
membership.  That seems bad to me.

Oh, we've several who could serve but choose not to, for reasons that seem
good and sufficient to them.  I'll neither name names nor repeat what I've
read elsewhere.

If the membership barely outnumbers the Board, and today it's about 3:1, we
are left with the basic question I've been banging out for the past several
years, and which a merger doesn't answer: Does the membership still support
the organisation?  If not, we know WHAT to do, even if we don't WANT to do
it.

And remember, Arbornet's members don't support their organization,
either (as evidenced by lack of a Board for one thing). Dissolving
Grex won't solve that, either.  Grex is still in good financial
shape and with some effort, we can still find people to run for the
Board. That said, the next Board election will be a real test and
if term limits were removed, well, there won't be many that would
allow to run again.  So, we need to do more to encourage people
to run for the Board (and not only from our current list of
members, but from anyone with an interest--they can become members
to meet that requirement).

resp:5 No, we don't.  What do we do, shut off Grex just because the
conference users are the minority now?  That's silly; there are
plenty of people using it in other, far more productive ways.  Why
deprive them of that because they don't want to play in the Ann
Arbor sandbox?

See my recent comments in the older item on dissolving the Corporation.  But
the bottom line is:  Yup.  The membership, the folks who sit on the Board of
Directors and tell them what to do, are in the conferences.  Those others
don't contribute.  I don't mind them doing what they are doing.  I'm even
glad that they are doing it, and doing it here.  But they don't help keep the
system going.  And I don't believe that making them 'members' will suddenly
inspire them to start helping.

Remember, please: It ain't about the money.

resp:8 You are making a lot of unstated assumptions, and I have
some serious definitional problems with what you're saying:

1. What does it mean to contribute?
2. What does it mean to help?
3. What is needed to keep Grex running?

If I'm to hazzard a guess, I would imagine that, for you, almost
all of these things imply contributing to the BBS community and/or
existing governance structure.  I reject that as being simply untrue.
Users, donations, and word-of-mouth advertising amongst people who
are interested in Unix, programming and network stuff are all
contributions and help keep Grex alive and vital in ways that matter
outside of backtalk.

I am interpreting what you are saying, essentially, as meaning that
unless Grex continues the way it was in 1991 (a userbase centered
around the BBS community), then it is not viable.  I reject that
out of hand: the BBS community has whithered to the point of
irrelevance and Grex has fundamentally changed.  The issue here is
that some folks are having a hard time wrapping their heads around
that fact.  No one outside of a handful of long time users cares
about the BBS.  Oh well, get over it: it had a good run, now it's
time to start devoting energy to other aspects fo the system.  But
some folks would rather just shut things off than hand them over
to the next generation.  Wow; what for?  Why?

Dan, can you participate in the governance of the U.S. if you don't talk to
your representative and senators?  Sure, you can vote, but if you want to
influence <reaches into the air and grabs something> abortion policy, how do
you do it?

Similarly, if you want to influence the direction of Grex, you have to talk
to the members and the Directors.  Where, and how, do you do that?  Right
now, not some distant day in the future?

Backtalk has been up and running for how many years, now?  But I'm repeating
myself.

"Contribute" means "offer opinions, advice and suggestions."  Also "effort in
accomplishing things suggested and requested."

"Help" is much the same.  Especially the "time and energy" part.

What is needed to keep Grex running?  As long as it is part of Cyberspace
Communications, Inc: Directors who don't have to be yanked from unwilling
jaws.  Directors who can, and will, act and work as Officers of the
Corporation.  People who are willing to TALK to the Directors, to provide
guidance and advice.

Logging in to compile program.c doesn't help.  It doesn't hurt, mind you, but
it doesn't help.  Any more than running a dry-cleaning business helps run the
country.  It doesn't hurt, but it doesn't help.

Here is my bottom line:  What is going to inspire all those users to take an
interest in continuing the system?

Under Article 8 of the bylaws, it says in the event the membership is no 
longer able to support, all properties of Cyberspace Communications are 
to be sold.

I'd suggest that the membership is no longer able to support the 
corporate structure. That cyberspace communications could be dissolved 
and its assets sold to one of the members, who is willing to keep the 
box and grex going.  Prior to voting to dissolve, the board votes to 
have the treasurer cut a check to the member volunteering to be the new 
'custodian' for 'services rendered' and they get whatever money's left.

The corporation is a shell now, there is no point in keeping it going, 
or in having further bylaw amendments to remove previous rules.  What 
you'd have left is bylaws where most of the rules have been rescinded 
and whats the point?

If you're not part of the solution, you're part of problem.  Welcome
to being part of the problem, Richard.

Yeah, I don't really get all this cheerleading to end Grex conferencing, 
Unless you are a board member with fiduciary responsibility, just walk away. 
There, it's over for you! Why rally to shut it down if even two people are 
enjoying the conversations? It's almost like,"I'm not enjoying Grex but I 
can't leave and risk missing something, so close it down!".

Who said anything about grex shutting down.  I was simply saying Grex 
could exist without the corporate structure, without cyberspace 
communications.  

I'll give ya $10.

$10 and you sign an agreement to keep running grex for the next five 
years, with the box at your house, just as it is.  Done deal.   The Board 
agrees to dissolve and sell its assets to Tonster who becomes its 
caretaker.  Why not.  Better than going through the motions of maintaining 
a company that stopped being what it was long ago.  Its a joke to talk of 
amending the bylaws to do this or that when there aren't enough members 
left who'd care enough to amend the bylaws.

Richard needs to read our Articles of Incorporation. Or not and continue to 
amuse.

Well, let's see, Richard, without our corporation in place we lose our
501C3 status.  As to keeping everything running it doesn't take all that
much in terms of money right now (the overhead due to state and federal
requirements is about $20/year), but that is mostly due to the donation
of space, electricity and internet connection by tonster.  Mostly, I
think at least some users would not like to go back to a particular
era where one person owns the system.  That didn't work too well back
in the day according to some so let's leave it in the past.  We'd like
to get into A2Hosting and on the basis of our 501C3 status we can do
that for little or no cost.  That won't be the case if we dissolve our
corporation and lose our 501C3 status.

Hmmm. . . I'm not so sure our "users" would care who owns the system.  If I
understand what's being said, the vast majority don't use the conferencing
system and so would not notice if it were shut off.  The ones who would
notice, again if I understand what is being said, don't matter.

I want to say, "But that's neither here nor there," and then I realise it is
the crux of the matter:  How is grex going to continue?  Will it be a
membership-based organisation, with all that means, or will it be a
user-based organisation?  (Note: it is my, perhaps biased, opinion that the
latter would be better categorised as a "non-organisation.")

To the point of this particular item: we started out as a democracy.  Are we
going to continue as a democracy, or as a tyranny?  Removing the term-limits
restriction is, in my view, the penultimate step towards tyranny.

(Note to Richard: look up 'tyranny' before you respond, please.)

This response has been erased.

Mary, Article 8 of the bylaws says

***************
DISSOLVEMENT

In the event the membership is unable to support Cyberspace
  Communications, all property belonging to the club shall be
  sold.  The remaining cash assets, after paying final bills, shall
  be donated to a charitable organization, as determined by the
  BOD.  All elected officers shall then be released from their
  obligations and the corporation dissolved.
 **************
That says all property must be sold, it does *not* say all property must 
be sold to charity.  

The articles of incorporation says the 'remaining cash assets must 
be donated to charity'  

The way I read it is simple.  The board can vote to sell the equipment 
to Tonster for a nominal fee and an agreement to keep it running and 
keep soliciting their input when issues come up.  The cash fee they get 
from Tonster, or whomever, that and any funds left in the bank have to 
be donated to charity.

Seems doable to me

  
umm, riechard ... what 'event' demonstrates ANY inability of the memberhsip
"to support cyberspace communicatons?"
  

TS, the next election will determine a lot, as gelinas said.  If there
aren't enough people to run and fill the Board seats, then haven't we
reached the end?

I don't want that to happen.  I think it will be easier to do that if we
remove the Board member restrictions preventing people from being off
the Board for a year if they've been on it for 2 terms.  It is the point
of this proposal.

re #22 the fact that there haven't been any treasurer's reports, few in 
person board meetings, and so little interest among members in running for 
the board that #0 proposes eliminating term limits just to keep live 
bodies on the board, are good indications of an inability of the 
membership to support the corporate structure.  The proposal in #0 would 
have been unthinkable a few years ago.  Now nobody cares.

Put simply, why keep a corporation going when its not needed to keep grex 
going and nobody cares about the corporation much any more?

A corporation provides several advantages, among them recognized
non-profit status (501C3), which in turn provides tax advantages.
These we would not have without the corporation.  The requirements of
the corporation are not onerous.  We would have essentially the same
requirements without the corporation and none of the advantages if we
dissolved our corporation, so why not keep what we already have and
which is valuable?  In fact, we might be worse off financially without
our corporation because we would just a "club" or a "hobby" and our
income would be taxable.

The Board did meet several times and made decisions last year in e-mail.
We met one time voice to voice on the phone. If one of the people
hollering for dissolution had done his job as a Board member and showed
up for meetings, we would have meet several more times.  The Board were
in contact all year long via e-mail. I met with other Board members 1:1
while we waited for others to join announced meetings.

I find it very disingenuous to promote dissolution while helping create
the problem used as evidence that dissolution is necessary (and I don't
believe dissolution is necessary, btw).

I was also in contact during the year with the day to day Treasurer
getting financial information and ensuring that tasks got completed.  If
we had met as Board, we could have put that information in the minutes.
At no time were we in any financial danger nor are we currently (we are
better off now that at mid-2012).  Our state update forms have been sent
in.  Our PO box has been paid for.

In short, The Board, its officers and agents have been, and are,
managing Cyberspace Communications, Inc.

If we would spend half the time we are spending on this discussion in
actually improving things, we wouldn't have any complaints. But that's
Grex: gripe about the lack of several hours of effort for weeks on end
instead putting effort toward better uses.  The effort to be on the
Board is roughly 12 hours per year.  I think we've spent more than 12
hours being distracted by something we shouldn't even be discussing.

Right now Cyberspace Communications, Inc. is under attack from within.
We have been betrayed and continue to be betrayed by people who should
be helping manage and defend the organization.  Instead they want
to destroy it.  They are distracting us from the operations of the
corporation and creating the situation they are complaining about. 

We would be much better off if these people would cease their efforts
to kill Grex and just go someplace else.

It seems like at least some of the complainers about the Board not doing
 what they think we should be doing aren't running for the board to help
 out. But even these people that are not on the board can be of
assistance  by offering suggestions on improving things here and then to
help  implement these changes. Complaining on and on, especially without
 providing suggestions to fix or improve these things causes more harm.

I suspect Richard still hasn't read The Articles of Incorporation. Pay 
special attention to Article 6, subsection 4. I sure wouldn't want to be a 
board member who voted to sell our assets to a non-501(c)3 entity so that we 
could continue to benefit from them after surrendering our non-profit 
status.

Article 6, subsection 4 of the Articles of Incorporation is in conflict 
with Article 8 of the bylaws.  The former says that the assets, physical 
and otherwise, must be distributed to charity, the latter says the 
assets must be sold and the cash distributed.

Which is correct?  Does Article 8 of the bylaws supercede Article 6 
subsection 4 of the Articles of Incorporation?  If so, the bylaws 
*clearly* allow the company's physical assets to be sold and doesn't 
specify sold to a charity.  The funds would then have to be distributed 
to charity.

Perhaps this needs to be addressed.  Amend the bylaws to clarify 
dissolvement procedures more clearly.

This response has been erased.

In fact Article 8 of the Articles of Incorporation says:

ARTICLE 8
        The bylaws of Cyberspace Communications are the final
authority in matters of conflict between documents

The bylaws override the Articles of Incorporation when there is a 
conflict

This clearly means that the Article 8 of the bylaws "Dissolvement" 
clause supercedes Article 6 subsection 4 of the Articles of 
Incorporation.  Article 8 allows the assets to be sold, and doesn't 
specify sold to a charity.

Grex CAN, in fact, be sold to Tonster or any other user willing to pay 
for it and sign an agreement to continue operating Grex is it is for a 
period of time,  A clause can be put in to the effect that if at such 
time the purchasing user no longer wants to operate Grex, that the 
former board members retain the right to buy back the equipment and 
software at the same price for which it was sold. 

I think you clipped your quote, Richard.

Here is that full sentence: The bylaws of Cyberspace Communications are 
the final authority in matters of conflict between documents
except when a provision of proposal to change a provision in
the bylaws would countermand the legal restrictions of a
nonprofit tax exempt corporation.

And it happens that the Internal Revenue Service rules require an 
organization qualified under a 501(c)(3) exemption - a nonprofit - must 
distribute assets to a tax-exempt corporation with a charitable purpose 
after dissolution. 

Your turn, Richard.

Distribute *assets*  Article 8 of the bylaws clearly requires the property 
to be sold.  The '*assets* would be the cash, existing and the proceeds 
from the sale, and those assets must be distributed to charity.  I do not 
believe that Article 6, subsection 4 requires the box and the software 
must be distributed to charity.  

In fact I believe a strict interpretation of Article 6 subsection 4 puts 
the board in an impossible situation if they ever wanted to dissolve, 
because what if there is no charitable organization that wishes to 
accept an old box, old equipment, old software.  

Further, there are many options for Grex's future (like you mentioned 
with the Well), but the corporate structure currently inhibits any such 
considerations.  Makes it much more difficult to consider such things.  
It is time, I submit, to get out from under this corporate structure 
which frankly few want to support anymore.

I mean if we accepted the interpretation I suggest and sold Grex to 
Tonster or somebody else, just to get rid of the corporation, is anyone 
here going to hire a lawyer and challenge it?  Is the government going 
to challenge it?  No, so it doesn't matter.

Further Mary, exacty why, if the Articles required all assets to be 
'distributed to charity', was Article 8 of the subsequent bylaws put in 
requiring that said assets be sold and the proceeds donated?

Wouldn't that have been because the founders realized it might be easier 
to sell the physical property than to seek out a charity to take it?

Why put a 'disswolvement' clause in the bylaws in the first place if the 
Articles already covered it?  Logically you'd think that what was written 
in the Articles was reconsidered when drafting the bylaws don't you?

I think they said "sold" because "destroyed" sounded harsh.  The only 
thing we have of any value is our domain name.  The rest is what encloses  
an old motherboard and disk that would need to be destroyed.

I know you're looking for a bad guy here and maybe a quick fix for all 
that ails Grex.  Our bylaws aren't it.  Really.  They have changed over 
time and are easily changed again.  All it takes is a little research, 
focus and work to propose a change and see it through.  

I think I just lost Richard with that last.

Richard, only Article 6(4) of the Articles of Incorporation apply. 
Article 8 of the Bylaws is invalid as law. It shouldn't have been put in 
the bylaws. No bylaw can change the Articles of Incorporation, in any 
case.

re #35 but with the complacency that is epidemic around here, even 
managing to accomplish the requirements necessary to amend the bylaws 
becomes more and more difficult.  What you end up with is a situation 
where the bylaws control the group instead of the other way around.

If grex's physical equipment and software become so outdated that there 
is no charity who would eventually be willing to accept it, even as a 
donation, then grex is stuck in a situaton where nothing can be done. 
You end up with a situation where Cyberspace Communications may be ready 
to dissolve but the articles of incorporation, which cannot be amended, 
provide no realistic way to do it.

Can the board of directors propose a member vote to revise the articles 
of incorporation and would amending such be done the same way as 
amending the bylaws?  

As I read the articles, there is nothing that says the members can't vote 
to stop being a 501(c)(3) and convert to a private foundation.  Doing so 
would remove the previously referenced legal requirements and allow for 
Grex to be sold as opposed to donated.

Grex need not be handcuffed by the articles of incorporation, which the 
founders apparently drafted as the bible which would control the bylaws.  
Otherwise why create a setup where the bylaws can be amended but not the 
articles.  The articles were designed to be a control mechanism and it is 
not fair to the current members and board that the founders established it 
in a way that they couldn't be changed

The State if Michigan pretty much dictates what gets specified in a non-
profit's Articles if Incorporation. So, talk to the mitten.

(I've been waiting to use that line for years!) 

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