response 9 of 91:

Feb 15 15:10 UTC 2013

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?

response 11 of 91:

Feb 16 18:03 UTC 2013

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you'd have left is bylaws where most of the rules have been rescinded 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?

response 13 of 91:

Feb 16 21:42 UTC 2013

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!".

response 15 of 91:

Feb 16 23:16 UTC 2013

I'll give ya $10.

response 17 of 91:

Feb 17 02:07 UTC 2013

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

response 19 of 91:

Feb 17 03:38 UTC 2013

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.)

response 21 of 91:

Feb 17 20:12 UTC 2013

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

response 23 of 91:

Feb 18 02:34 UTC 2013

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.

response 25 of 91:

Feb 18 12:32 UTC 2013

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.

response 27 of 91:

Feb 18 15:16 UTC 2013

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.

response 31 of 91:

Feb 18 20:13 UTC 2013

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.

response 33 of 91:

Feb 18 20:28 UTC 2013

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.