43 new of 75 responses total.
I think M-Net and Grex are in direct competition with one another. People on M-Net regularly proclaim their hatred of Grex, and people on Grex regularly give thanks to God and his disciple, Rane Curl, that they are not on M-Net. Additionally, my interests in joining the Board of Cyberspace would be to, 1) keep it from dissolving, 2) Get it to change it's name to "Grex, Inc." instead of "Cyberspace Communications, Inc." which I think is pretentious and silly, and 3) participate in the decision on whom to donate it's money to if it did dissolve. I'd have very clear conflicts of interest in #3. I have internal conflicts just musing about it. If Grex gets to that point, I will undoubtedly act as Arbornet's treasurer to lobby for the money to be given to Arbornet. I've already speculated about having the two organizations merge. So, emphatically no, I don't think I should be on Grex's Board.
TS, you are incorrect: one must be a member when the voting begins. Apparently, you weren't informed that an anonymous donor paid for a three-month membership to qualify you for last year's election. I suspect the same donor could be encouraged to help other candidates this year.
I think if JEP is willing to join the board and act as grex's new treasurer, as well as being arbornet's, it would be a clear way to start facilitating an eventual merger or sale of assets to arbornet. I think the grex haters on mnet would be outnumbered by those who the benefits of arbornet becoming the parent company of both of these classic old bbs's. perhaps a slate of 'abolitionist candidates' can be organized, those running on a platform of taking cyberspace communications inc. out of existence within one year's time or before any further elections need to take place. It can be a goal for the new board to work for and a reason for some of the veteran past board members to consider coming back for one last time.
Here's an out of the box thought on the treasurer situation: Does anyone know a friendly accountant willing to help out a non-profit? Pay him/her some nominal sum, toss in a membership and vote them up to treasurer. Viola, problem solved.
It would be better if we made sure ALL board members knew this stuff! It's only 1/2 hrs work and if we make detailed notes and upload it, future generations of Grexers can then easily refer to the web-site and we'd never again have to worry about treasurer resigning. Most of the work has been done by Aruba (registering the company, creating a records template etc) so all we got to do is follow in his illustrious footsteps. Cheques can be mailed to the bank and Aruba can fill us in, via email, on any other works that come up. We'll worry about mergers and acquisitions at a later date.
I pretty much agree with veek. An accountant is not needed. What Grex needs for treasurer is someone who will cash checks, write a report occasionally, and fill out a couple of forms per year. That's all I do for M-Net and it's sufficient. Richard: I don't want Grex to fold or to merge with M-Net. I want it to survive on its own. I also don't want a 2nd treasurer's position or a 2nd Board position. I regard doing either of those things as a conflict of interest.
I don't understand the reluctance to replace the Grex hardware with the M-Net hardware. Really. There's no reason the same physical computer couldn't host separate instances of the BBS software and the party program for the two communities; that makes a lot more sense to me than virtualization, which a lot of people seem to be in favor of. In that case, you'd already be running on the same hardware as someone else; who cares if you see them logged in when you type the 'who' or 'w' or similar commands? Further, that would eliminate the problems with staff resources and an ineffective board of directors. A while back, I had thoughts of Grex becoming a 'community of communities', whereby it could host multiple instances of the BBS and chat systems. In such a system, Grex as most people know it would just become a facet of a larger system. By setting an environment variable, one could select between a 'Grex universe' or an 'M-Net universe' or whatever. Just because it hasn't been done before doesn't mean it couldn't be done now. If that's the case, then there's really little reason to keep Grex separate from M-Net.
I am in a mood to discuss what to do with the various assets of the Corporation. So I'm reviving this item, rather than starting a new one. :) IIRC, we are currently running on donated hardware. The easiest way to dispose of the hardware is to return it to the donor. If we can't give it to him, a price of one dollar seems reasonable. Any hardware donated but not being used should just be returned. When it dissolves, the Corporation will have no further interest in its domain names. We can leave them to the domain registrar(s) for further disposition. I would like the money held by the Corporation to be donated to the Ann Arbor Education Foundation. There are other organisations, like the Ypsilanti Education Foundation, that would also be acceptable. The difficult part is the users' files. If the new owner wanted to keep the machine up and running, either as a conferencing system or as a unix-experimental box, the password conference files could be transferred in toto. Individual users should be given the opportunity to delete the files in their home directories and ask that their userids be frozen. In the worst case, the disks could be wiped before the machine is disposed of.
It might be a good idea to make a dissolution plan while there is a Board in place (or enough active users) to bless it. It wouldn't be wise to have the corporation just fade away and the system wind up in a junkyard. It should be disposed of properly even if the equipment isn't worth anything at that time. The hard drives and backup tapes should be destroyed if they can't be passed to another organization who could keep them available with the same controls we have for the data on them now. I like the idea of picking a donor organization, in the event that dissolution happens. It should be neutral enough not to offend anyone. (The NRA or ACLU would not be good choices, for examples.) Other than that, I don't really care who it is.
You HAVE to have a dissolution plan! "Dissolution. If a nonprofit corporation is inactive or is no longer needed, or for some other reason is not operating or about to cease operations, you should consider whether and how to formally end the life of the nonprofit corporation. You cannot simply "walk away" from the nonprofit corporation. To do so exposes the officers and directors to liability to the government, creditors, members and others. There are fairly detailed procedures which must be followed, including a "plan of dissolution" and "articles of dissolution," a kind of mirror image of the Articles of Incorporation which created the nonprofit corporation. Remember that assets must be distributed in compliance with Alaska law, state and federal tax law and consistently with the corporate purposes of the nonprofit corporation. You should consult an attorney familiar with nonprofit corporate law to review how to end a nonprofit corporation." (That ws obviously writen with Alaskan State law in mind. Probably Michigan law is similar.)
You're going to scare off the board with talk of regulatory and fiduciary mumbo jumbo. ;)
Well, I know that was tongue in cheek, but yes, talk of shutting down will scare people off from using Grex (if they see these items) and it will get harder to field a Board. Shooting our organization in the foot repeatedly is not a good way to insure survival.
Calm down, Rane. Really. In the beginning we had an attorney draw up our Articles of Incorporation. They are pretty boilerplate. If I remember correctly they outline what has to be done to dissolve our organization and disperse any assets. I'd look it up for you but I'm both lazy and on vacation.
Don't bother, Mary: Article 8 of the Bylaws is quoted in the text of this item.
I don't see the point of dissolving Grex at this point in time. As said in an item in Agora, we have equipment that is currently working and in a place that we don't have to pay for. And we're still doing ok financially. Yes, there are issues and changes need to be made. Granted, there's always someone who won't want whatever it is that someone proposes but if it has potential to be of use for the users here and doesn't pose problems, testing it out could be beneficial, even when we don't get 100% approval.
Re #45: I was just stating the obvious, Mary, as others were oversimplifying the matter. Re #46: Article 8 of the Bylaws is invalid, as the Article 6(4) of the Articles of Incorporation rule. However the summary in the Bylaws don't contradict the Articles, it is just less complete.
Or perhaps when article 8 of the bylaws was ratified, it conveyed the ultimate desire of the membership to, when the time to dissolve came, to drop its legal 501(3)(c) status and be able to legally sell its assets. The Articles clearly recognize the potentiality of grex converting to a private foundation. Since Article 8 of the bylaws was properly adopted by the members, you could argue that it signifies that cyberspace communications *must*, in order to comply, convert before dissolving.
If a non-profit drops its 501(c)3 status, it will owe all the taxes it did not previously pay on its income. To be more direct: Article 8 in the bylaws is illegal and cannot be acted upon. There is a procedure for amending the Articles, which is much more difficult than amending the bylaws. Hence a bylaw cannot "amend" (control, affect, etc) the Articles.
I'm not sure that makes sense. A 501(c)3 owes all taxes it didn't pay for the entire time it had 501(c)3 by converting to a for-profit?
"Organizations That Are Not Private Foundations /*/ Cannot Voluntarily Relinquish Their Exempt Status" eotopick85.pdf
Thanks for that useless bit of information.
The discussion of dissolution in Item 338 has been interesting, if misplaced. Selling the hardware to someone else to continue operating as 'grex' would probably not satisfy the requirements of dissolution. Selling the hardware for fair market value, with any associated software that could be legally transferred, would probably be acceptable. However, it would be easiest to wipe the disks before sale, and then let the new owner do whatever they like with the hardware. If that owner chose to re-install most of the software, reconnect to the Internet, and open the box to all comers, they would, in my opinion, be legally able to do so. They could, even, re-register the existing domain names. I would guess, though, that the new owners would prefer to abandon any baggage associated with the current names. The proceeds of such sale would, of course, have to be distributed to another charitable organisation, along with any other cash on hand. The only other 'asset' I can think of are the records of the coporation. These records could be destroyed, but I don't know how long they would have to be maintained before destruction, nor who would be responsible for storing them. The harmful potential I see is a 'sham sale.' Selling the hardware, software and etc to allow another to continue on without the Corporation would probably not be valid. Especially for the one dollar I suggested. Here is a question for the Treasurer, or the Keeper of the Treasury Records: Were any donations of hardware or services acknowledged? Did the donor or donors receive a tax benefit for the donation or donations?
re #54 It wouldn't be a 'sham sale' if the board woted to accept a fair offer from another individual who has agreed to continue operating grex. The board has the responsibility to act in the best interests of the community, and if they voted to ignore the one way presented to keep the community going, they would be in violation of their duties as board members. Further if the board concludes that it can longer properly run a 501(3)(c) and that at the same time their is interest in keeping the community going, it would be the only responsible thing to do.
Selling the hardware would violate the corporations purposes as stated in its Articles. And a 501(C)3 exemption can't be transferrred so easily as a "sale" to someone (I don't know at the moment if/how such a transfer would be made.)
Rane, selling the hardware would only violate the Articles of Incorporation if CC were to continue. Selling the hardware and donating the money realised is a reasonable procedure when closing down. But it begins to look like we won't be shutting down any time soon, so the issue is moot.
Begins? I don't understand why anyone thought that was necessary in the first place.
I know you don't, Dan; you seem to not differentiate between grex, the machine/system, and Cyberspace Comunications, the corporation. The former just needs electricty and a network connection. The latter needs people, to fill the Directorships at least.
resp:59 Actually, no: our free colocation is predicated on the existance of cyberspace communications, Inc. I'm well aware of the difference between the two; after all, I was the guy who, a few years ago, started purposely trying to differentiate between the two. But what you don't appear to appreciate, Joe, is that one's existence is in large part dependent on the other.
Did a negative drop from that last sentence, Dan?
No.
Then I don't see what we are disagreeing about: grex can't exist without CC, and CC can't exist without grex. And, still, CC can't exist without members. Is the disagreement in whether CC members have to actively participate in the governance of CC, including voting for and serving as Directors? Or is the disagreement in what constitutes member participation?
resp:63 Do you remember writing this in resp:59, Joe? "I know you don't, Dan; you seem to not differentiate between grex, the machine/system, and Cyberspace Comunications, the corporation. The former just needs electricty and a network connection. The latter needs people, to fill the Directorships at least." In resp:60, I am referring specifically to the, "the former just needs electricty [sic] and a network connection" part and saying that that is not, in fact, true. I suppose in some strict literal way it is; the computer Grex is independent of the abstract entity of Cyberspace Communications Inc., but *operating* it is very much tied to the corporation In resp:63, you seem to contradict what you had said in resp:59 vis-a-vis Grex's the system needing only electricity and a network connection.
I'm not contradicting myself; I don't think you are contradicting yourself. We simply don't understand what the other is saying. grex is a computer, a machine with certain software installed. It exists whether people use it or not. When people stop using it, then the people who maintain it no longer have a reason to keep it turned on. The maintainers may want to keep it turned on, or they may want to turn it off before people stop using it. But grex remains a computer. Cyberspace Communications is a corporation which exists primarily, if not solely, to operate the machine 'grex.' Cyberspace Communication needs people to maintain the computer known as 'grex.' It also needs people to fufill the day to day tasks of a corporation: paying the bills, deciding what the corporation is going to do, appointing people to maintain grex, and such like. Even if there are no bills to pay, the corporation still has things to do. As long as grex has electricity and a network connection, it can continue to operate. It may not have a reason to operate, but it can. CC is different. It can only continue to function as long as people care enough to devote time and energy to it. If there are no people, there is no corporation. If there is no corporation, then who is going to maintain the machine? Is this where we part company? Users are not members. The difference between a 'user' and a 'member' is that the member will devote time and energy to the maintenance of the Corporation. Only members can be directors. Realistically, only members are *interested* in being directors. Our problem is not that people are not using grex. Our problem is that people are not becoming members of the corporation. It's not a matter of paying money. It's a matter of paying time. Right now, we use paying money to identify those willing to pay time. Maybe there is a better way to identify them. Note that a staff member can belong to either group, as the staff member chooses.
"And, still, CC can't exist without members." It can if it converts to a board-based non-profit. Of course, it still needs users to have any point for existence.
The only reason to convert to a board-based non-profit is that we can't muster the members to continue as a member-based non-profit, which brings us right back to the membership being unable to support the corporation, which leads to dissolution. Switching to a board-based corporation solves nothing.
resp:67 No, it doesn't lead to dissolution. It *may*, but that is not necessarily so. It can, as Rane points out, lead to a board-based non-profit with users.
I think Joe's point is that if we cannot come up with 5 Board members under the current rules, there's little reason to expect we could come up with 5 under a Board-driven version of Cyberspace Communications. I am inclined to see things that way, anyway, even if it isn't what Joe meant. There are other things that can be done if the Board cannot be filled under the current rules. The current Arbornet reduced it's number of meetings to 1 mandatory meeting per year. That could be done here. (It didn't work for long over there.) The old Arbornet, pre-merger with M-Net, had all four members as Board directors. I've just introduced changes to the by-laws to increase the list of those eligible for the Board. We could introduce ways to increase the membership, such as waivers for dues. (Any existing member can give a waiver to anyone, for example. It's radical but it could be done.) We could decrease the number of Board members again. Remove the term for being a Board member, so you're on until you resign or are removed. Add Board members by invitation when there's a vacancy, who aren't required to be members. Or shucks, make it fun to be a Board member somehow. Give them all special loginids to denote their exalted status. Have a party in their honor. I don't know; something. Some things can be done to make sure we have a Board.
A board-based CC would find it easier to solicit donations from its users as there would be no conflict between the privileges of members vs users. And there are a lot more users than members.
What Rane said.
Resp:69 JEP hit the nail on the head with his flippant "Or shucks, make it fun to be a Boardmember somehow". Fundamentally CC the organizations suffers the same problem that the Free Masons, the OTO and other initiatory, hierarchical social organizations do. Namely, it served an important social function, but tied *what* it did too closely to *how* it did. When *how* it did was superceded by other, more accessible solutions, it dug in the heels and got wound up in the sanctity of *how* it did, seeing that as fundamental toits identity, preventing it from maintaining the relevance in the public mind of *what* it did. Let me be clear, I do not want to see either the Grex system, nor the CC organization fail. What I do want to see is an evaluation of what CC's value assertion is, and an honest analysis of how to achieve that mission in the most appropriate way. If we are about a place to hang out and talk with people, is the current system the right answer? Perhaps the mission could be better accomplished with a copy of PHPBB on shared hosting. Is our mission to provide a system for budding computing professionals to get practice? If so, should the system be a jump-server for tiny, short-lived virtual machines with a choice of development tools and compilers? We will never know the best way until we answer the questions of *what* we do and *why* we do. Mission accomplishment is impossible without a clear knowledge of the (purported) mission. Calling it quits before it is over just makes you coward; smashing the system so others cannot achieve their mission makes you a coward, a sabateur and a bag of douche. So that I am not part of the problem of "non-participating" users, please have the treasurer contact me with the rate schedule to become a member, just so I can vote to keep this vessel afloat, until we can determine the proper course and get moving that direction again. And for those of you who took this as a personal insult, fuck you sideways for letting your personal feelings cause the organization to slide from relevance.
The information on membership is on our web page. See: http://grex.org/memfaq.xhtml and for payments via PayPal, which is the quickest and easiest way: http://grex.org/member.xhtml#CC The fees are $2 per month or $18 per year. This is considered a donation. You must be a member for at least 3 months for your vote to count, so $6 is the minimum if you want to vote.
Thanks. That was exactly the resource I needed. Hopefully the treasurer will check his email sometime soon. Maybe that is the answer. We are essentially an initiatory organization (users must ve validated and approved) and hierarchical (members are above validated users, who are above anonymous users, all of whom are above that piece of shit cross-dressing vandal who was crapping up the forums from hijacked wifi a few years back). But the barrier to each level of the hierarchy is trivial, and no mysteries are revealed. Perhaps we need passwords and secret handshakes and silly hats and dark rituals in gothic temples. Or beers.
(I've no problem with users speaking up, even if they aren't members; I'm not one, myself; I just want to HEAR what they have to say.)
You have several choices: