Nonprofit Update November 20, 2024 8:25 AM Subscribe

We have an EIN and have submitted a bank account application. The next task on our list is to complete and submit an IRS Form 1023 to receive not-for-profit status. We have two options.

1. Our attorney has quoted us $5,000 to complete this task. We would have to raise or borrow this, which would be both time-consuming and an early strain on our resources.

2. We can complete and submit this ourselves. The official IRS form is here. It's 28 pages. If anyone is interested in getting a jump on this, please comment or DM to let me know. If need be I can get working on it myself, but we need this task completed quickly, and so community help would be useful and appreciated.

posted by 1adam12 to MetaFilter-Related at 8:25 AM (154 comments total) 10 users marked this as a favorite

And just to be clear, we are working together to get this done. MeFi LLC has already paid for a good deal of lawyering (mine, theirs) and this seems like a task which, with guidance, could be assembled without $5K more of lawyering. We've gotten solid legal advice on how to do it (I got this advice personally before we settled on the "separate entity becomes a non-profit" direction) and I've shared that with the MeFoCo folks. But many hands make light work and it would be nice to see if this could be banged out maybe before the US holiday.
posted by jessamyn (staff) at 8:33 AM on November 20 [9 favorites]

Great news! I'm glad to see progress on this front!

It's not clear if you're asking for a vote on 1 vs 2? Or, just asking for volunteers for Option 2?
posted by Sparky Buttons at 8:41 AM on November 20

Have you looked at the form? This is not something the community can crowdsource. Do you guys need help filing your taxes, too?

The people running this website are so lazy and incompetent it has progressed from shameful to actively being offensive.
posted by hobo gitano de queretaro at 8:45 AM on November 20 [17 favorites]

I'm a bit confused how users are supposed to be able to provide definitive answers about the nonprofit when they're not involved in it?
posted by sagc at 8:46 AM on November 20 [15 favorites]

Have the lawyers explicitly said you can't file the 3-page 1023-EZ, which seems to mostly leave off the parts about establishing a church or elderly-low-income-housing facility?
posted by bowbeacon at 8:51 AM on November 20 [4 favorites]

You could cut mod hours to get the $5k, get the lawyer and get on with it.
posted by shock muppet at 8:53 AM on November 20 [7 favorites]

Our gross receipts are too high for the 1023-EZ, was what our lawyer said.
posted by jessamyn (staff) at 8:54 AM on November 20 [5 favorites]

Could the Pet Tax Wall earnings be applied to this?
posted by bowbeacon at 8:59 AM on November 20 [8 favorites]

The people running this website are so lazy and incompetent

I'm not "running this website." I am a volunteer. I am asking if anyone else has the capacity and expertise to help with this step. If you don't have either one, or simply don't care to get involved, then a simple "no" would have sufficed.

Do you guys need help filing your taxes, too?

Does the new nonprofit community foundation, which is moving the site to a community-run and community-led model, need help filing our taxes from qualified members of the community? Sure!
posted by 1adam12 at 9:00 AM on November 20 [30 favorites]

I'm not "running this website." I am a volunteer.

I am like 100% certain that comment was directed at the people who are running this website.
posted by phunniemee at 9:01 AM on November 20 [33 favorites]

If MeFi is as financially stable as has been quoted by the owner in another thread, shouldn't there be money set aside for lawyer's fees? If the money is there and losing it would be a strain on current resources, this might be a red flag for funds going forward.

I add this because even if the non-profit goes through, will you be able to continue to raise enough money to run it?
posted by Kitteh at 9:01 AM on November 20 [13 favorites]

This should have been the driving force in the recent fundraiser, rather than having an extremely tepid two months of badly publicized and delayed general fundraising, including multiple comments from staff saying money wasn't really needed, followed by an immediate emergency request for another $5,000.

Honestly, at this point: furlough staff for as long as it takes to recover 5 grand from subscriptions.
posted by Snarl Furillo at 9:02 AM on November 20 [28 favorites]

I am asking if anyone else has the capacity and expertise to help with this step.

If you have looked at the form, which presumably you have, you'd know that the answer to this will be "no" from literally anyone who is not currently involved in helping to set up the nonprofit. Do you seriously imagine that a group of completely uninvolved people can accurately answer questions about the future business model, the status of the directors, where revenue streams are going to come from and how much they've earned to date, and so on?

At best, you're asking the community to simply tick boxes from answers given by other people, which could be done by a dipping bird toy or maybe someone's fourteen year old nephew for a few bucks. At worst, you seem to think it's a good idea to ask the community to.. make shit up? Take a stab in the dark? What? Isn't this the job of the nonprofit committee/board/whatever? What are you guys doing if not this?

It blows my mind that multiple people apparently thought this was a good thing to ask the community for right now. Like, read the room.
posted by fight or flight at 9:08 AM on November 20 [22 favorites]

Noting the flags to the comments above. No comments deleted. Can we please keep this thread on topic and leave room for people who want to contribute and have experience with the IRS 1023 form?
posted by loup (staff) at 9:12 AM on November 20 [6 favorites]

I've been staying out of this so far, but I looked at the form and at least 8 pages don't even apply here--Metafilter is not a hospital, a church, a school, it doesn't provide scholarships, it has nothing to do with the elderly or housing All those pages can be skipped.

Looking at the form, it seems like it is asking a lot of questions that volunteers aren't going to have answers for.

And I have to be honest--asking for money after a) an under-promoted fundraiser and b) after we were told finances were fine--which generally means there a contingency fund of some sort--that's a bad look.
posted by WithWildAbandon at 9:15 AM on November 20 [19 favorites]

At first glance, only about half of the pages here seem relevant, assuming we don’t plan to be a church, university, hospital, low-income housing etc. So that’s good. But it does look like the “hard parts” are mostly going to be info nobody in the community knows offhand. Is what you’re really looking for here additional volunteers interested in being brought in the loop for, you know, the whole process?
posted by atoxyl at 9:17 AM on November 20 [4 favorites]

I think that's the idea. This process took longer than we (MeFi LLC as well as MeCoFo, we are two distinct entities) were expecting and the MeCoFo lawyer was more costly than we were expecting. We have been trying to work together so that the community can be in a place where it can have self-governance and we know having this long in-between phase is unpleasant for everyone.

We have options. MeFi LLC has a lot of money in the bank. If it's the community's feeling that they'd rather pay an expensive lawyer to file this form, I'll transfer the money over but I did not feel comfortable making that decision on my own. We wanted to offer the option to have people help fill in official forms based on documents and structures that have already been created which could be shared with people who wanted to help.
posted by jessamyn (staff) at 9:20 AM on November 20 [12 favorites]

Perhaps someone could explain why the current metafilter organisation cannot pay the legal fees for filing for non profit status? Is this not possible, or there is not sufficient funding? Or is it simply that you are trying to avoid paying an unnecessary expense?

I think confusion on this is driving the current hostility
posted by Cannon Fodder at 9:22 AM on November 20 [5 favorites]

Pay a lawyer. That's my vote.
posted by bowbeacon at 9:22 AM on November 20 [10 favorites]

Whoops, question answered as I posted!
posted by Cannon Fodder at 9:22 AM on November 20 [4 favorites]

Tell you what, if you guys need money I'd love to buy a fancy collage of a bunch of other people's pets, do you know anyplace I might be able to find something like that?

I was gonna get one in October but I guess it fell through.
posted by hobo gitano de queretaro at 9:23 AM on November 20 [6 favorites]

Given all the havoc that could happen down the road if the form were incorrect, hiring a lawyer does seem safest.
posted by mittens at 9:26 AM on November 20 [29 favorites]

Pay a lawyer using the money that was already given to Metafilter. This is a drop in the bucket compared to what was spent over a period of years on — puts on reading glasses and shuffles papers — “flagging UI” (or insert whatever other waste and mismanagement).
posted by snofoam at 9:28 AM on November 20 [12 favorites]

MeFi LLC has a lot of money in the bank. If it's the community's feeling that they'd rather pay an expensive lawyer to file this form, I'll transfer the money over but I did not feel comfortable making that decision on my own.

If this is true, why does the post up the top not say that? Why does it say that it would have to be raised or borrowed and would be an "early strain on our resources"? These are two contradictory statements.

Watching our foundation of "self-governance" and "community" being built on casual lies like this isn't encouraging, I have to say.
posted by fight or flight at 9:29 AM on November 20 [27 favorites]

We have options. MeFi LLC has a lot of money in the bank. If it's the community's feeling that they'd rather pay an expensive lawyer to file this form, I'll transfer the money over

As with the missing context in the rice cooker thread, this would have been VERY useful context to have in the original post here, instead of the "we would have to raise or borrow this" statement - which this directly contradicts, no? - and would have avoided a lot of the commenting anger already appearing here.

Please, please, please coordinate communications better before posting. It will make things so much smoother.
posted by pdb at 9:32 AM on November 20 [12 favorites]

MeFi LLC has a lot of money in the bank. If it's the community's feeling that they'd rather pay an expensive lawyer to file this form, I'll transfer the money over but I did not feel comfortable making that decision on my own.

Thank you for sharing this additional context. My vote is to pay for the lawyer in order to minimize the chances that the paperwork is rejected, putting us back in this place in six months or a year.

I'm going to step back and let other members share their thoughts.
posted by Snarl Furillo at 9:32 AM on November 20 [11 favorites]

On the laywer - I *think* the options (ETA: on a VERY cursory look at the form) actually are:

Community bootstraps it
Lawyer AND community do it

1) a) I think the lawyer is going to need information too, but the lawyer will also be able to tell you which information you have to produce and which you can squidge and how (as an example, the conflict of interest policy section where it's like "if you have a policy attach it, if not say what you're going to do when you have one," and ideally a lawyer can advise it's okay but also has boilerplate we can use for that) - if this is the case then paying a lawyer for that is probably very worth it.

However, caveat -

1 b) The harder it is for the lawyer to get information the more it will cost. If this is just for the non-profit I assume there are no financial records, no paid officers, etc. so it's probably ok to offload to the legal assistant. But flagging this, that I think it's important if paying a laywer to understand that delays will cost $$. I've worked with a lawyer in a small business and they really do charge you for delays, up here anyway.

2) Given that the lawyer will need information, if the ask is for more muscle to assist a lawyer, I might be able to help with drafting or managing one section of community input (i.e. run the MetaTalk for X policy and collate feedback.) I absolutely cannot be responsible for a US legal form.

3) I understand the rush but it might help to list out what all has to be developed to complete this form and see if that's rational. I don't have time for this for the next several days, that might be something someone can help with if the board hasn't done that assessment yet.
posted by warriorqueen at 9:33 AM on November 20 [16 favorites]

Orgs generally have about 2 yrs from date of formation to file Form 1023 (with retroactivity of exempt status back to the formation date). Not clear why this needs to happen before a board is assembled?

I would not file Form 1023 without assistance of counsel.
posted by ohneat at 9:39 AM on November 20 [21 favorites]

If this were an AskMe post and someone said, “we have been donating monthly to X and they recently said they are financially sound, have a cushion of cash in the bank, have never used a $600/month fund that has been set aside for contractor payments, and have not hired a part-time admin that is in the budget, but now say they need $5k.” I would probably tell the asker that this may be a scam.
posted by snofoam at 9:40 AM on November 20 [24 favorites]

Just highlighting that if oneat's information is correct if might be best to create the list of what's needed and work on that as well as installing a board, but also set aside funds for a lawyer.
posted by warriorqueen at 9:44 AM on November 20 [3 favorites]

MeFi LLC has a lot of money in the bank. If it's the community's feeling that they'd rather pay an expensive lawyer to file this form, I'll transfer the money over but I did not feel comfortable making that decision on my own.

Ah. The post comes off as saying “we can’t really afford the lawyer” but it sounds like it’s more “we’re not sure this is worth $5000?”

My gut instinct is that it could be completed with advice from a lawyer on key points but that a lot of the legwork is communicating with staff to get answers or documents on all the financial stuff which anybody who steps up would be starting from zero on. As far as “is this what the community thinks we should be spending money on” I’d venture yes. As some other folks said, I think it would have been a good idea to center this kind of thing more in fundraising - especially when it can be framed in terms of very concrete steps.
posted by atoxyl at 9:48 AM on November 20 [17 favorites]

Having someone fill out a document with information provided by someone else is a real thing that happens (and that lawyers do charge money for).

That said, I think the same effect can generally be accomplished by dedicating some mod hours to filling out the form.

The benefit of the attorney (marginal) is that they can do attorney things with the information. But I think staff can do this themselves.

This may seem overwhelming at first but if you are systematic, it’s not that bad.

Here’s the process:

1. Set a time—two hours or so—for everyone who has information to be on a phone call. It needs to be a phone call, trust me—email/slack won’t work. Nothing else may be discussed on this call. If someone can’t make it, fine, but as many people with information as possible should be on the call.

2. Designate a person to be the keeper of the form. They need to put information in the form and track any missing information. This designation should happen on the call given previous issues with timing.

3. The person keeping the form goes question by question and verbally asks the group for needed information. Whoever has the information shares it. It goes in the form simultaneously. If the actual typing into the form is taking too long, it can go in a list, but please see item 4.

4. The keeper of the form notes any missing information in a list. For each piece of information, one person is assigned to retrieve it. Only one. Do not assign anything to “the group.” One person needs to be accountable. It’s fine if that just means they ask someone when isn’t there, but it is their responsibility to ask. Do NOT make the keeper of the form the only person responsible for gathering information. They are primarily a scribe.

5. On the call, schedule a followup call within 2-3 days (ideal) or a couple of weeks (fine). The keeper of the list and anyone assigned a lot of items should be the scheduling priorities.

6. Once people get the information they are assigned, they send it to the keeper of the list ASAP. The keeper of the list puts it in the form ASAP.

7. On the followup call, repeat step 1. If anyone had problems retrieving the information they are responsible for, they share the issues with the group, who briefly troubleshoot. If anyone from the first call can’t attend the second call, their items get reassigned. The person who gets the reassignment can ask the original assignee, but getting that information is now their job.

8. Repeat steps 2-7 until everything is complete.

A lawyer here will basically function as the keeper of the form. But basically anyone motivated could do it.

If you think this is overkill because one person has almost all of the information, that person should do the above process with a keeper of the form who acts as an accountability buddy. You still need to schedule repeated calls until it is done.
posted by knobknosher at 9:49 AM on November 20 [42 favorites]

It’s fine if that just means they ask someone when isn’t there, but it is their responsibility to ask

Should be “ask someone who isn’t there”
posted by knobknosher at 9:55 AM on November 20 [1 favorite]

If you want a lawyer to review it, ok, but the information gathering process is likely the bulk of that $5k bill and can be done by anyone motivated.
posted by knobknosher at 9:59 AM on November 20 [6 favorites]

If you want a lawyer to review it, ok, but the information gathering process is likely the bulk of that $5k bill and can be done by anyone motivated.

That aligns with my (absolutely not an expert on the subject but skimmed the forms) impression, but paying somebody to be motivated also doesn’t seem unreasonable.
posted by atoxyl at 10:06 AM on November 20 [6 favorites]

Also I got the numbers a bit wonky above but hopefully makes sense anyway. If you have questions about process feel free to ping me. I run these kinds of processes all the time.

That aligns with my (absolutely not an expert on the subject but skimmed the forms) impression, but paying somebody to be motivated also doesn’t seem unreasonable.

Agree generally that you need someone with motivation pushing this. TBH lawyers are usually the least motivated people on the team because they try not to care more than the client. But if spending the $5k is worth it to have someone else project manage this, so be it.
posted by knobknosher at 10:11 AM on November 20 [4 favorites]

but paying somebody to be motivated also doesn’t seem unreasonable.

The mods are paid. Aren't they paid to be motivated to ... do the labor of running the site, which right now means working actively on handing it over to the community? If they think they need a lawyer to help them with this, I guess they can ask for our input on how they're spending that particular $5,000, but that's not really what happened here at all.

I truly hate to say this, but I cannot see what they have been doing here lately aside from feeling very alienated from the community and taking that out on us. What in the ever-loving heck is going on in this place? I feel like I'm in the middle of a performance art piece about community moderation gone wrong.
posted by twelve cent archie at 10:50 AM on November 20 [28 favorites]

Previous MeTas have indicated that getting the non-profit status done should be a huge priority, so it seems that the community has already indicated that spending money on that process is something they would support.
posted by lapis at 10:52 AM on November 20 [8 favorites]

(And "spending money" could include paid moderator time as well, of course.)
posted by lapis at 10:54 AM on November 20 [3 favorites]

We have options. MeFi LLC has a lot of money in the bank. If it's the community's feeling that they'd rather pay an expensive lawyer to file this form, I'll transfer the money over but I did not feel comfortable making that decision on my own. We wanted to offer the option to have people help fill in official forms based on documents and structures that have already been created which could be shared with people who wanted to help.

This all makes sense. I read this question as being a poll of our diverse community: Is there anyone here who specifically has expertise in filling out this form who might want to help, on the basis of information leadership already has, and save us some money?

Many folks have been...overwhelmingly negative in this thread, and have made a lot of assumptions about site finances by dint of this question even having been asked. I didn't read it as a fundraising question, and it doesn't feel like it puts the other recent fundraising efforts in question. I'm not familiar with some of the other threads people are referring to (links are great and always an option!), so maybe there's some systemic reason to worry that I'm not aware of, but I trust that everyone here is acting in good faith. I understand that people might have trouble trusting others right now with the state of the world [gestures around] and so forth, but let's try to keep that under control and have some grace for the team working on this transition.

I don't think the people working on the transition are our enemies, trying to scam us, or trying to steal from us, and it would be nice if we could remember that.
posted by limeonaire at 11:07 AM on November 20 [35 favorites]

The mods are paid. Aren't they paid to be motivated to ... do the labor of running the site, which right now means working actively on handing it over to the community?

I am under the impression that this is not considered part of the “mod” job description? I would think it would be part of the “admin” job description, though, particularly when it comes to gathering financial records and so on. It’s been established that there are volunteers working on the transition, but the disconnect between the framing in the OP and Jessamyn’s clarification does suggest that coordination between the volunteers and the formal staff is not as close as one would hope.

I don't think the people working on the transition are our enemies, trying to scam us, or trying to steal from us, and it would be nice if we could remember that.

I don’t think people are mad at the volunteer transition team so much as they were already mad at staff, which is inflamed by a post that gives the impression that staff aren’t helping the transition team all that much.
posted by atoxyl at 11:16 AM on November 20 [6 favorites]

I’m not mad at the transition folks at all. They’re not being paid, yet they’ve been thoughtful, helpful, transparent, proactive, and communicative while managing tasks outside the norm. It’s heartening.

Thanks again for your work.
posted by mochapickle at 11:26 AM on November 20 [27 favorites]

With all due respect, I don't think it makes sense to assume that any of the mods would have the relevant expertise to complete this very specific paperwork. I think we want someone who has experience and would do this well.

If there's a member with both the expertise and the time, then there is money set aside ($600/month for a long time, at least mostly never used) to pay members to do things for the site.

Otherwise, lawyer makes a lot of sense, especially if it speeds things up. If monthly contributions are in the $20k range and the acceptance of this form means that these donations could then be tax-deductible for a large portion of donors, my guess is that the current donors in aggregate are losing more than $5k/month just by virtue of their current donations being non-tax-deductible. But I'm not an accountant.
posted by snofoam at 11:31 AM on November 20 [6 favorites]

Ok, it sounds like this is the request:

Does anyone in the community have experience with this form and time/interest to step up and lead us in completing the first draft before legal review?

Unfortunately I do not have that experience.
posted by samthemander at 11:39 AM on November 20 [5 favorites]

I am under the impression that this is not considered part of the “mod” job description? I would think it would be part of the “admin” job description, though, particularly when it comes to gathering financial records and so on.

I agree but it’s not clear to me that there is an admin. I thought loup was the admin but recent comments have indicated that loup is just a spokesperson for the mods more generally.

The LLC should hire an admin as they/it were asked to do several months (at least) ago. But, we can’t make them do that. Hopefully the mods will step up and do what is needed in terms of providing information/coordination. It would likely be a big help to the folks who have been funding them.

Recent weeks have shown that they have the ability to put in effort to get things done on a compressed timeline. The things they were getting done weren’t great for the community but it shows that they have the capacity. Hopefully that energy can be turned to more effective/needed tasks.
posted by knobknosher at 11:55 AM on November 20 [6 favorites]

I am asking if anyone else has the capacity and expertise to help with this step.

I have experience in filling out 1023s for nonprofit organizations with up to 2 million dollars in revenues. However, I am currently in law school and have zero capacity at the moment. Can you be clearer on what you mean by 'quickly'? What is your intended timeframe?
posted by corb at 11:58 AM on November 20 [14 favorites]

1. This is not a task for Metafilter staff or moderators, because,
2. This is a task for the Foundation, but the mods and staff as they are currently constituted are employees of the LLC, and,
3. The Foundation, as it currently stands, is legally registered but otherwise has no assets, employees, or officers other than the three interim directors, of which I am one, and,
4. The Foundation is legally distinct from the LLC, and until the assets are moved over, has no money of its own to do anything other than the initial deposit I just donated to open the bank account, and,
5. While the comment above is correct that you have 27 months from the time of formation to file Form 1023, and that if approved the approval is retroactive to the date of formation, but,
6. This is a big, important item on our checklist, and if there is expertise and willingness to do this among our community, then I thought that it couldn't hurt to ask, especially since,
7. This would be a request for time, which I can't scam you out of, as opposed to money, which (if you're suspiciously-minded) one potentially could, and,
8. Whether we do it now, or later, if we pay to have it done, the funds will be coming from the community one way or the other, and,
9. While I am an attorney, my practice is almost 100% commercial litigation, which means that this kind of thing is a bit out of my wheelhouse.

That's a succinct an explanation as I can provide at the moment.

It seems like the general response is "no." I will find time to complete this. If anyone wants eyes on the form and is willing to review, but doesn't want to participate here, please DM me.

Thanks!
posted by 1adam12 at 1:05 PM on November 20 [46 favorites]

Jessamyn said "We have options. MeFi LLC has a lot of money in the bank. If it's the community's feeling that they'd rather pay an expensive lawyer to file this form, I'll transfer the money over but I did not feel comfortable making that decision on my own."

Even if this is a decision for the community (unclear why), a thread is not a community decision-making tool. Input and feedback, perhaps, though skewed to active participants here. If money is available and spending it would help, why not? In any case, I think those involved should use their best judgment as to whether incurring these professional fees is in the best interests of the community. My input would be that hiring professionals to save volunteer time that could be effectively used elsewhere for activities that only those volunteers are able to do (or to save them from potential burnout in future when they are most needed) may be worth it.
posted by lookoutbelow at 1:23 PM on November 20 [16 favorites]

Please pay the lawyer to do it. It will be faster and a good investment for time and for security's sake.
posted by tiny frying pan at 1:26 PM on November 20 [10 favorites]

#pleaseanswer

For extra clear transparency's sake, is the lawyer in question Eyebrows McGee? Thanks and hugs to all who desire them!
posted by riverlife at 1:51 PM on November 20 [3 favorites]

Also what is the hourly rate of the lawyer and are they asking a 5k retainer or is this a flat fee for the work?
posted by corb at 1:51 PM on November 20 [4 favorites]

1. This is not a task for Metafilter staff or moderators, because,
2. This is a task for the Foundation, but the mods and staff as they are currently constituted are employees of the LLC,

Respectfully, I would assume that if the foundation can take volunteer labor it can take that volunteer labor from employees of the LLC, who can be compensated for their time by the LLC. This is the standard set up for corporate volunteer days and similar. I could be wrong, and either way I don’t think it’s worth beating to death.

If you think I’m wrong, if that’s not appealing to you, or seems like more trouble than it’s worth, or doesn’t make sense based on who has information you need, I respect that decision. I am a corporate lawyer who has represented nonprofits, but not in this situation, and I’m certainly not an expert on the situation or privy to the details.

Ultimately, my worry is that you feel unable to access the resources of the LLC (including both labor and funds). There are definitely legal differences between the nonprofit and the LLC. But ultimately the money is going to come from the same place, as noted. Staffing plans would seem to need to have the input of current staff. It also seems like a goal of the nonprofit is to smoothly transition staff, indicating that they are going to stay on.

It is worrying if you feel you might need to fundraise or borrow funds rather than being able to source those funds from the LLC. Similarly, acknowledging that you have concerns, I would hope that you would be able to use staff time as a resource if that’s possible without a bunch of hassle for you. Hopefully any confusion about funds or resources can be cleared up ASAP so that you’re not put in a stressful position unnecessarily.
posted by knobknosher at 2:05 PM on November 20 [9 favorites]

I’m a little perplexed: is this post about deciding between the two courses of action? Because in spite of a significant number of people saying they are fine with spending the money, it seems like the LLC and nonprofit presence in this thread seems to be pushing for the other option, as though it’s already been decided.

To be clear, I’m perfectly happy to leave this decision to the discretion of the board and the LLC staff, whichever they decide—I don’t think this is a case where those of us who have not been involved in the transition have that much insight to offer. If the decision has already been made that you want to do this in-house, please be clear about that and about what’s actually being requested here.
posted by Why Is The World In Love Again? at 2:26 PM on November 20 [3 favorites]

First, thank you for doing this overall, should have said that earlier.

Second - I'm confused at why what seems like general consensus to hire a lawyer ended in "so I'll just do it." Is the sticking point having the LLC pay for it?

And also - looking at that form, I don't really understand how it can be completed without policy documents to go with it. I could be wrong! This is one reason I wouldn't fill it out. corb, you have experience so maybe if you see this you could let us know if this is right or wrong - when you've filled these out has it been possible to do as a one person job without those policies in place?
posted by warriorqueen at 2:39 PM on November 20 [9 favorites]

First, thank you for doing this overall, should have said that earlier.

Agreed
posted by knobknosher at 2:50 PM on November 20 [6 favorites]

I think people who are suggesting that mods and web developers fill out the form have not read it. Only someone who knows the financials, and details of the nonprofit/LLC relationship, can fill it out. And you will probably need legal advice for at least some questions.

This may be right, although apparently advice was given that a lawyer is not necessary. I think people were responding to that a bit, at least I was. I’ve definitely been wrong before.

I don’t think anyone should be super committed to one pathway and if my comments have given that impression, mea culpa. I admit to feeling very protective of the nonprofit board and also a bit puzzled because it seems that funds are limited for supporting them, but are being spent on staff. If that can’t be changed it seemed reasonable to have those staff direct their labor to supporting the nonprofit board.

Most important here is for it to get done and, I think equally as important, for the volunteer nonprofit board to avoid burnout due to that process. That should be a priority over any specific pathway to meeting those goals.

It sounds like Adam is not looking forward to doing this and maybe feeling a bit burnt out. I don’t want to speak for him but that is the vibe I’m getting.

Given that the goal is to get it done without burning volunteers out and given that we seem to have the funds, it seems like a no-brainer to spend the $5000 rather than having him doing this so close to a holiday.
posted by knobknosher at 2:56 PM on November 20 [15 favorites]

Thanks for the kind words. I'm not looking for the community to make a decision that has fallen to the three of us to make, that would be inappropriate. I'm just taking the temperature and finding out whether we have any particular expertise to bring to bring to this particular task - nothing deeper or more dire.

Yes, I am tired - I've been at this for over a year. I could be using this time to brew mead, but the 16lbs of Saratoga County honey in my basement will wait a few more months I'm sure.

No, I'm not yet burned out, nor am I looking to get out of unpleasant tasks, which are (practically speaking) my entire chosen profession. I'm used to it, it's fine. It's just a question of time and availability and expertise.

No, the Foundation's lawyer is not Eyebrows McGee.

Our attorney's rates are about average for this kind of transactional work in the Philadelphia/Wilmington market, this price was an estimate since they bill hourly, not flat fee.

Again, thanks everyone, it'll get sorted, most likely over the weekend.
posted by 1adam12 at 3:12 PM on November 20 [40 favorites]

Appreciate you and your responses here. I do want to reiterate that it’s totally fine for you as a diligent volunteer to want to get out of unpleasant tasks and/or take a break. Hope you get to the mead sooner rather than later! It seems like a cool project.
posted by knobknosher at 3:19 PM on November 20 [7 favorites]

Maybe we should try to recruit 1,000 new users? Or failing that, just ban someone and let them make a new account 1,000 times
posted by theodolite at 3:49 PM on November 20 [5 favorites]

Maybe we should try to recruit 1,000 new users?

Sounds to me like someone is volunteering for the membership committee!
posted by 1adam12 at 4:05 PM on November 20 [13 favorites]

We are well on the way to 1,000 new sock puppets!
posted by Mid at 4:07 PM on November 20 [2 favorites]

The Foundation is legally distinct from the LLC, and until the assets are moved over, has no money of its own to do anything other than the initial deposit I just donated to open the bank account,

How is the process of transferring the money going to happen? Is there a reason a portion of the funds can't be transferred now so that you aren't depositing your own money to pay for things that pop up? (I'm not a CPA, I have no idea how this works)
posted by bowmaniac at 5:00 PM on November 20 [2 favorites]

I do not have any expertise that would add value to the form.

My vote is to pay the lawyer and get this done properly and expeditiously. The community’s tempers and patience are already frayed and now is not the time for parsimony or hesitation.
posted by rpfields at 5:17 PM on November 20 [6 favorites]

"Yes, I am tired - I've been at this for over a year."

Since you're a commercial litigator, I assume you're familiar with a functional workplace and reasonable deadlines, so I'd like your insight on how the hell that is possible? I've seen scattered references by people here essentially saying they were waiting on records for months or years for this ownership to be transferred, apart from that; how the hell could it take a year for this org to just now be filing with the IRS?

I've worked for dozens of companies, NGOs, non profits, state government, federal government, drug dealers, third world bureaucracies; this level of dysfunction and delay for simple tasks is unprecedented in my experience even for bureaucratic nightmares like healthcare. I've known people to form non profits and be up and running over a long weekend.

I'm looking to you not as someone to blame, but as one of the few functional adults present that might actually be able to tell the rest of us what the fuck is going on here. Because I cannot imagine anyone giving money to an organization this bloated and inefficient without that question being answered.

People can only wave your hands and say oh well metafilter is different so many times.
posted by hobo gitano de queretaro at 5:31 PM on November 20 [19 favorites]

Has anyone called your state center for nonprofits to explore the possibility of free legal aid?
posted by Miko at 6:35 PM on November 20 [12 favorites]

From https://metatalk.metafilter.com/26495/MeFiCoFo-update#1429546:
Finally, why has this taking so long? Because this doesn't have anyone's undivided attention. We're a group of volunteers distributed around the world who are doing the best we can. Some have had health challenges, some have small children, we all have jobs and lives. In addition, some board personnel have left during the process due to work conflicts, and new ones have joined and had to catch up. We've been communicating mainly through semi-weekly Zooms, supplemented by Slack, GDocs, and Notion. This doesn’t move as quickly as it might if it were someone’s full-time job, or if we were in an office together, or were all subject-matter experts. But again, if you have the time, tools, or expertise to help speed things along, please join us -- the whole point of a member-driven organization is having people get involved however they can.

I think people should hold fire on complaining about volunteers.
posted by NotLost at 6:38 PM on November 20 [35 favorites]

So, you don’t need to spend $5000. I’ve just reviewed the form. It’s easy. Yes, you are a successor organization. No, You don’t need to do the schedules - they don’t apply. There are instructions for each question and you can call your state nonprofit org nor the IRS itself if you’ve got questions. The number is in the instructions

Two things to keep in mind: first, not only do you not need to file this form right now, you really shouldn’t bother until you have a year of expenses to report based on your tax filing. There’s nothing to be gained at this time by filing early. Remember, this is not a form that allows you to BE a nonprofit- you already are one. It is a form that allows a nonprofit to receive exemptions from certain taxes and extend same to donors. You are expected to be operating before you file this form.

Second, the part describing your financials is going to require collaboration with the LLC. Only they have the figures on which you can base your estimated budget. That means even the lawyer would need a significant amount of their attention, so why not cut out the middleman and just pay MeFiFolks to get it done.

$5000 is a total ripoff for this.
posted by Miko at 6:52 PM on November 20 [26 favorites]

No, You don’t need to do the schedules - they don’t apply.

(Wait, Schedule G they have to do, right?)

not only do you not need to file this form right now, you really shouldn’t bother until you have a year of expenses to report based on your tax filing

(I'm sure you've already thought of this, but just in case: not yet having the ability to accept tax-deductible donations wouldn't complicate the LLC's ability to give all its assets to the new org?)
posted by nobody at 7:04 PM on November 20 [3 favorites]

Oops you’re right- they have to do schedule G.

As for the LLC asset transfer, that’s something the LLC will have to deal with in dissolution. One nonprofit doesn’t need to worry about that. If they file this form with their taxes, and it’s approved as it ought to be, the donation’s tax exemption will be retroactive to the foundation date.
posted by Miko at 7:09 PM on November 20 [8 favorites]

This is such a normal ask. There are lawyers in this community and there are folks with relevant experience. Asking for assistance is such a deeply normal thing. I wish I could help; I can't. But I'm not offended by the ask, that's for damn sure.
posted by BlahLaLa at 7:33 PM on November 20 [40 favorites]

I think people should hold fire on complaining about volunteers.

Said this earlier but I don’t think people mean to complain about the volunteers. I think the volunteers are stepping into MeTa at a time when there’s a high level of frustration with the paid staff, and less than complete clarity to those not directly involved about who is supposed to be doing what in this process between staff and volunteers.
posted by atoxyl at 7:52 PM on November 20 [5 favorites]

Question:
It appears that the Interim Board has been superseded by the actual Community Foundation and its board. And of all the volunteers for the Interim Board, there are only the three remaining volunteers now on the foundation board. Plus a couple nonboard volunteers on other committees. Is all that right?

I have no expertise in the immediate task at hand. But I might be able to help in other matters.
posted by NotLost at 8:06 PM on November 20 [1 favorite]

I am a lawyer. I don't think $5,000 is an exorbitant sum of money to spend on a nonprofit lawyer who knows what they're doing. Particularly for an organization like Metafilter where half the people on Metatalk are going to be angry you did things the X way, and the other half are enraged you didn't do it the Y way. Hire a professional and then people don't snipe at the volunteers who really didn't have the time or expertise to do it in the first place.

One cautionary note that I'm sure others are aware of: There's a lot of complicated things about Metafilter's transition, and it wouldn't be entirely surprising to learn that the lawyer needs more than X number of hours to get it done, which means it could run far over $5k.

I have no idea if the lawyer you use has to be an expert in a specific state's law, but I have had really good results with the Center for Nonprofit Law in Eugene, Oregon. They have a flat fee package for setting up a nonprofit that I thought was reasonable, and they did a great job. (For context: I ran a non-profit public defender's office for 8 years, and my organization and a dozen others banded together to start a separate 501(c)6 which was too complicated for me to feel comfortable setting up myself. The Center for Nonprofit law handled everything beautifully and it was maybe $3k for a flat fee, I think?)
posted by Happydaz at 9:58 PM on November 20 [19 favorites]

Miko's comment looks great. I agree that it looks like this form should be delayed.

Another thing is that the form asks very specific questions. Who will be employed? What will they be paid? Will there be elections? Will funds be given to individuals?

As I understand it, the interim board wanted to defer as much detail as possible to the real board. So they probably cannot answer these questions.

If so, getting a lawyer involved won't help. If the lawyer asks questions and the answer is "we don't know", you're getting billed for nothing. The lawyer can't make those decisions for you.

But the clock is very much ticking. Try to get moving on everything else, or the permanent board will have no time to decide anything before the form has to filed.
posted by TheophileEscargot at 1:04 AM on November 21 [9 favorites]

It seems like maybe it would be good to find someone inside or outside of Metafilter with experience setting up nonprofits and pay them to consult the interim board on the process. The interim board is doing what they can, but it’s probably hard to know what to do if you haven’t done it before. It seems like an undue burden to have them go it alone.
posted by snofoam at 2:46 AM on November 21 [9 favorites]

I'm weighing in here because of the asks above for community input.

I don't feel like I know enough to comment usefully about just which is the best route forward here. I'm not a lawyer, and while I work/serve with various 501(c)3 orgs, I haven't set one up. I think the points raised by TheophileEscargot & Miko are useful. My experience in general is that, if people who know what they are talking about have read the rules and procedures say "you don't need to spend resources on this at this time," it's a good idea to listen.

I also tentatively like snofoam's idea of hiring an outside consultant, barring the potential for delay caused by hiring for this. I think that MetaFilter as a whole feels somewhat processed and committeed out at this point -- like, I think it would be a mistake to form a committee to explore forming a committee to search for a possible consultant, which would then run elections to form a hiring committee, or whatever. That's my perspective, and I am not trying to overlook or disrespect anyone else's willingness to do this work.
posted by cupcakeninja at 6:05 AM on November 21 [3 favorites]

Yeah, we've firmly moved out of member volunteer/committee needs (also, the attrition rate for volunteers is alarmingly high) imo, and into pay an actual adult or legal firm or whatever else to make this happen. Like, the mods and owner care about MeFi? Great. Spend the money on the professionals needed to make the non-profit move forward. The goodwill has frayed about as much as it can without it snapping.
posted by Kitteh at 6:53 AM on November 21 [8 favorites]

Okay, I just finished a paper so have a little more capacity to give a longer answer.

First: the following is not legal advice but practical discussion.

A lawyer isn’t strictly speaking necessary to fill out a 1023 under normal circumstances; the IRS has in the past been extremely forgiving on 1023 errors because they are aware they are often filled out by laymen doing it for the first time under difficult circumstances. A 1023 can be and often is filled out by a reasonably competent person with nonprofit experience (as I said, I’ve done it). However, we are about to not live in normal times; a Trump IRS may well behave differently than a non-Trump IRS in ways that are unpredictable.

The disadvantage of a lawyer is that they will take billable hours to get up to speed with the situation; they will *not* know our structure, issues, and history. That is definitely going to be part of the cost. This means that if we are going to use this nonprofit lawyer I don’t know that it makes sense to just use them as a one-off. Are we incorporating in PA? Is this lawyer a good choice to be our regular attorney? If so they will get less expensive to a certain extent in future because they won’t need as much onboarding, whereas hiring a one-off each time would mean it would be expensive each time.

Also what are we getting for that estimate? Is the attorney just doing it, or are they explaining it to the BoD so that they can do it in future? I also haven’t been following the state of the nonprofit setup, so I’m not sure how much of this task is “some of the necessary stuff may not be complete and the attorney will be flagging that”
posted by corb at 7:52 AM on November 21 [7 favorites]

$5,000 to complete this task. We would have to raise or borrow this, which would be both time-consuming and an early strain on our resources.
-1adam12

MeFi LLC has a lot of money in the bank. If it's the community's feeling that they'd rather pay an expensive lawyer to file this form, I'll transfer the money over
-jessamyn

I think part of the pushback in this thread has been from the dissonance between these two approaches ('the nonprofit is working with tiny resources, forced to turn to the community for money and assistance', vs 'the LLC has plenty of resources').

Jessamyn, could you clarify the LLC's approach to the relationship between the two entities? From my perspective as a member, I see the LLC's financial resources as ones that should properly be shared with the nonprofit until they are fully transferred to it (when?). 'Raising' or 'borrowing' of new funds should not be necessary. I also see work like this, that involves information held by the current LLC team, as work that should at least partly be done by or with the dedicated participation of the LLC team.

Regarding work done by the LLC team: I've been worried about all the ways the LLC team may be hampering this transition. I think I'm not alone in that. The LLC team has built a solid reputation for acting in ways that do not help the site. These ways include basic task incompetence, extreme foot-dragging, and neglect. So to jessamyn and everyone else involved in this project, please keep in mind that this is not a small concern to potentially a lot of the community; communications that overlook or downplay that context invite distrust and pushback.

Ideally, there would be a clear picture of the LLC actively helping the transition happen as quickly and correctly as possible.

1adam12 (or other members of the nonprofit team), could you at some point share the timeline you're envisioning for transition steps, including elections for a permanent board, transfer of the LLC assets, closing of the LLC, and hiring of an ED?

(admin note: the nonprofit-related posts all have different sets of tags, and there's no one tag that displays them all. If there's no time to back-tag properly, could someone tag this and future ones 'nonprofit', which at least brings up a few.)
posted by trig at 8:10 AM on November 21 [18 favorites]

Again I want to commend the volunteers for sticking with this and please take my remarks in that context.

The reason the volunteers are dropping out, fitting this into the rest of their lives, etc., is because becoming community-managed was not a community decision. There aren't five people who sat around a few beers and decided to they really wanted to take MetaFilter from a company to a non-profit and run the thing, and who went to the LLC staff and say "hey, let us do it!" and who are in it to win it.

Cortex decided when he was out that that is what should happen, and then he left.

So the rest of us have been (in various ways and at various times) scrambling to meet the brief, because we care about the place. But there has been no single person or group of people who were clamouring to run MeFiCo or MeFi LLC.

And that is why it's slow, and disjointed. It's just not a normal process. Every other non-profit I've seen start has had people who really wanted to start it, who weren't pinch-hitting. Also usually there's someone, even just a coordinator type person, who has direct access to both groups (ETA: staff and non-profit activities) and that's not happening.

So...what's the solution. I do like the paid consultant solution but a possible result will be there won't be enough money (without real fundraising) to hire an ED and pay them for long enough to create results that people will invest in. I would recommend hiring the ED, because then that person can sit on both sides of this fake divide and move fast enough, and if we can manage the finances, which to me is a serious question, this will be that person's full time real adult job - which describes no one in the whole equation.
posted by warriorqueen at 8:46 AM on November 21 [22 favorites]

So...what's the solution. I do like the paid consultant solution but a possible result will be there won't be enough money (without real fundraising) to hire an ED and pay them for long enough to create results that people will invest in. I would recommend hiring the ED, because then that person can sit on both sides of this fake divide and move fast enough, and if we can manage the finances, which to me is a serious question, this will be that person's full time real adult job - which describes no one in the whole equation.

Uh, I am watching (personally) in real time what happens when a non-profit (not MeFi, which is not a non-profit yet) tries to have an ED and cannot afford an ED, and you cannot make the board care that their finances are so dire that they aren't going to make payroll for the employees OR an ED salary for the current ED.

It sucks. And this is a non-profit that gives back tangible results to the community it serves. But if there are no streamlined finances (hey, what is our finanical situation monthly? Yearly? Do we have any debts we need to repay? Etc.), no will to take what the hell is happening seriously (again, the ED AND employees have to be paid consistently, no one should be worrying if they will be able to make rent), then there needs to be super super transparency.

To be honest, I do not even have the clearest idea of what the path forward is here, no matter how many MeTas get put up about the state of things. I think one of the biggest cruxes is consistently inconsistent updates from the mods and owner. It feels like obfuscation. I don't think this is malice, but merely indifference.
posted by Kitteh at 8:55 AM on November 21 [11 favorites]

Just to be meta-ish, while 1adam's original question may have not been perfectly formed this has turned out to be one of the most illuminating threads on the grey. Still waiting for a good snickerdoodle recipe.
posted by sammyo at 9:00 AM on November 21 [3 favorites]

I have been involved with several non-profit incorporations. It is not a cakewalk. There are potential pitfalls, especially if the IRS examiner raises questions about what the purpose of the non-profit is. Especially when you are transitioning from a for-profit to a non-profit, the suspicion is going to be that you are just trying to circumvent having to pay taxes on profits, whether you've had any in the past or not. If in any way your answers on the form suggest that you are a social network (typically for-profit), a news organization (typically for profit), or a tiny version of Reddit (which is for-profit), they will nix the application. They are looking for something that fits into the permissible categories which are (mainly) charitable, religious, literary, educational, and/or scientific purposes, which they need to see convincingly described in your "organizing document". They will ask why, after 25 years as a for-profit entity, you now all of a sudden qualify as a non-profit under one of those permissible categories. I would hire a good lawyer to help you navigate how to do this, and not depend on the hive mind to take a stab at it.
posted by beagle at 9:23 AM on November 21 [25 favorites]

beagle, that's where I've landed. What makes MeFi a non-profit? Am I going to get a tax slip for my monthly contribution, despite being located in Canada? What are the tangible benefits for community members in making MeFi a non-profit? Is it just a way to keep the lights on? If so, kudos, but that doesn't make it a non-profit.

When I donate to Martha's Table, a non-profit where I live, I know the money goes to making sure folks who need a hot meal, get a hot meal. That is a tangible result that affects others even I do not need to use Martha's Table. I want low income/unhoused people to have access to hot meals. (And tbh, I don't care about the tax donation slip because I would rather MT keep on keeping on in my community.)
posted by Kitteh at 9:29 AM on November 21 [4 favorites]

+1 hire a lawyer who knows about non-profits, per beagle comments. Ask that lawyer if the form needs to be done before the new organization gets off the ground - it seems like the answer may be no.
posted by Mid at 9:35 AM on November 21 [4 favorites]

Warriorqueen's right to pump the brakes.

There is no problem with MeFi's charitable purpose - it's educational, it's legit, and there are other news(y) nonprofits - the problem is with commitment, knowhow, and capacity. It's not a good sign that the parties involved aren't talking to each other. It seems like mods/admins/owner are not in regular conversation with the MCF, and it's going to be impossible to do this transfer successfully without that relationship getting stronger and people actively working on it on some sort of scheduled timeline.

If the group can't manage filing a tax form, then I'm skeptical it can run the organization at all. Ideally this would be addressed with the following order of operations:

1. Standing up the org as a legal entity (mostly done)
2. Hiring the ED, who has or is willing to learn the requisite skills
3. Recruiting the permanent board by reaching out to people with appropriate skills
4. Establishing a strategic plan for 3-5 years and setting the budget
5. Filing the 1023

THe ED is kind of the linchpin here since it's the only hope for someone who's getting paid, ideally full-time, to know what board members and general members don't know, and work with the LLC staff to transfer information and, eventually, assets. What we are talking about right now - hiring a lawyer for this form - seems very backwards. Of course that's due to inexperience. What's needed is someone experienced (and willing to recruit help) in an authoritative role, such as ED.

Is this a moment to reassess the path forward? Because if this proves too much for the people who've stepped up to do it (and thanks for their efforts), then maybe the better move is to transfer the ownership of the site to someone who wants to own it. Perhaps that could be done for a consideration instead of a money-making sale, if the current owner just wants out of the hot seat. The site doesn't need to be community-led if the community doesn't want to, or have the bandwidth to, deal with it. The mods/admin team definitely needs direct supervision posthaste, and if it's going to be a while before there's an ED to do it, then what assets the site does have will further deteriorate.

Another path of course is a planned sunset - declare a future closing date and have a great final year, or however long it can afford. 25 is a nice round number.
posted by Miko at 9:54 AM on November 21 [27 favorites]

THe ED is kind of the linchpin here since it's the only hope for someone who's getting paid, ideally full-time, to know what board members and general members don't know, and work with the LLC staff to transfer information and, eventually, assets. What we are talking about right now - hiring a lawyer for this form - seems very backwards. Of course that's due to inexperience. What's needed is someone experienced (and willing to recruit help) in an authoritative role, such as ED.

Also, get back to the community members who offered their time to help you with the ED sitch as you requested. Shepherd's been waiting to help since March. Staff said yes please help, he offered, they said yes, and he's gotten nothing but crickets. He'll be on vacation until the end of the year so he's got the time if the will is there.
posted by Kitteh at 9:57 AM on November 21 [15 favorites]

Mid's idea, but you don't need to pay to ask a lawyer! There are resources for you. It's a Delaware nonprofit, so call the Delaware Alliance for Nonprofit Advancement. They've got consulting services, courses, you name it. Start there. They exist to answer questions and help nonprofits succeeed. I swear I've recommended this like 10 times.
posted by Miko at 10:01 AM on November 21 [25 favorites]

Make sure you file a BOI for the LLC. It is very easy but requires each of the beneficial parties to register a FinCen ID in case you haven't already, at least if you don't want to upload a photo of your license multiple times.

Do it all here: https://boiefiling.fincen.gov/

It needs to be done before 2025.

Maybe you already did this, but everything I'm reading about lack of coordination and communication gave me pause.
posted by grumpybear69 at 10:41 AM on November 21 [6 favorites]

[M]aybe the better move is to transfer the ownership of the site to someone who wants to own it. Perhaps that could be done for a consideration instead of a money-making sale, if the current owner just wants out of the hot seat. The site doesn't need to be community-led if the community doesn't want to, or have the bandwidth to, deal with it. The mods/admin team definitely needs direct supervision posthaste, and if it's going to be a while before there's an ED to do it, then what assets the site does have will further deteriorate.

Another path of course is a planned sunset - declare a future closing date and have a great final year, or however long it can afford. 25 is a nice round number.

One of these courses would be best.

Lately, MeFi has reminded me of Bermuda's motto, Quo Fata Ferunt -- "Whither the fates carry us."
posted by jgirl at 11:23 AM on November 21 [2 favorites]

Just to be clear, I wasn't implying that we should pump the brakes (although maybe we should), but more reiterating that I think we need someone who really is ready to take charge, and it would be good to be mindful of overall resources.

I'm sure the interim board is thinking of this too, this is me discussing not debating.

I don't think the last P&L showed net profit/loss and I know there's one coming tomorrow, and there was also fundraising in between. It would be great if loup could include how much savings the LLC holds in that.

For ongoing financials you can see that the LLC added $8k to that at the midpoint of the year, but then in July it was -$5k, Aug -$2,700 for Sep +$2,800 and then in October there wasn't any profit/loss statement.

With the site development that's going on I would expect more to see more negative numbers, although the fundraising may have made up for that.

I'm not sure how taxes are paid for the LLC and don't remember or have time to look up if there's a big tax bill at the beginning of the year next year, but it was carried okay on the P&L in 2023.

So although I'm absolutely sure I don't have enough information, and changing the Cold Fusion costs and the fall fundraising, and all those things will impact this, I see the 'savings' pot as probably not growing a whole lot this year, so that will be the pot that will fund everything. That's why I bring it up. Happy to be wrong.
posted by warriorqueen at 11:50 AM on November 21 [2 favorites]

Everyone is also talking about nonprofits: it's worth noting that there are different kinds of nonprofits: for example, a social club can be exempt under 501(c)7, which a case could be made that Metafilter might well qualify for - it is for the purpose of pleasure and recreation, there are sections of the site which are member-only, we raise our money primarily through member dues, fees, and voluntary assessments (as long as we don't get more than 15% of our money through ads), there are meetups which are member-only, there is opportunity for commingling and social contact, secret quonsar and holiday card exchanges are member only.

Like, homeowner's associations are nonprofits, despite being of absolutely zero and possibly negative social benefit.

It sounds like we are going with a 501c3, since we're talking about the 1023. But there's also a lot of ways to do 501c3s. I've done 501c3s with no ED! It is absolutely possible! The lack of an ED doesn't mean you're doomed! But you do need - not a permanent board, but a longer-term board who isn't suffering burn-out and can regularly hold meetings and engage in compliance.

I will say that I am willing to serve after I have passed the bar in a non-executive position on such a board if a majority of the voting members approve. I am also god help me willing to serve on an executive search and hiring committee after that time if we can wait that long and help fill out the 990 in 2025.
posted by corb at 11:54 AM on November 21 [12 favorites]

for the love of god nobody tell my partner I have volunteered for another board of directors I will have my hands taped behind my back and let out only to write papers do readings and take finals.
posted by corb at 11:55 AM on November 21 [16 favorites]

We are not the first online community to seek another form of existence. The Well, which is a smidge older, and perhaps a bit more glamourous, given its Silicon Valley orientation, bought itself out, and became a private membership club for app. $10/mo several years ago. I have never been a member, so I have no insider knowledge. I am also short on time, so I am not volunteering. But it might be worthwhile for some intrepid soul to reach out for tips.
posted by Violet Blue at 1:00 PM on November 21 [1 favorite]

(I think enthusiasm from the member side of things for becoming a community-led non-profit existed for two reasons: it would make it legal to let volunteers do work for the site, and it would, hopefully, make less likely a situation where the site is run by someone who can say 'Lots of you have serious issues with decisions I'm making or work I'm neglecting to do? You're worried the site won't survive my mismanagement? Tough cookies, I'm the boss.' I don't know if the nonprofit will work, but those were the potential benefits for us as I understood them.)
posted by trig at 2:01 PM on November 21 [8 favorites]

I've done 501c3s with no ED! It is absolutely possible!

It is, but I sincerely doubt it would work for this community because it has significant business management requirements and a staff that needs oversight.
posted by Miko at 2:15 PM on November 21 [7 favorites]

That’s true trig - especially the volunteer work. But it is different than people who set out to shape a new structure.
posted by warriorqueen at 2:29 PM on November 21

501(c)7,
I could be wrong but non member income is to be taxed and I believe it's designed to facilitate actual space, like a gym, or pool etc. There could be modifications but we could aquire a duplex in Encino or Wilmington.
posted by clavdivs at 2:51 PM on November 21

warriorqueen, absolutely. And I agree with your point (especially the last bit). I was responding more to "why even have a nonprofit at all".
posted by trig at 2:53 PM on November 21 [1 favorite]

Since my question has gone without a reply in the past 24 hours by Adam, I am going to proceed with my initial assumption that the answer to my question of "why is this taking so long" is because nobody cares, nobody is in charge, and in fact the statement of "I've been working on this for a year" is more accurately phrased as "I've put off doing this for the last year." Your profession bills in 5 minute increments, I know you've deliberately avoided discussing how much actual time you've put into this.

Linking to the FAQ as though it includes an answer is ludicrous. It's more hand-waving feel good type bullshit that can be summarized as, nobody is actually working on this because nobody actually cares.

If management doesn't care, if the PAID EMPLOYEES do not care, if the OWNER does not care, why in God's name would the userbase care?

This is not a monopoly. There a millions of places people can find an online community. You cannot gatekeep access like this with a bunch of hostile, antagonistic, passive aggressive judgemental paid moderators. Your userbase is actively, and sometimes literally, dying.

There is no real leadership. And the chosen response by the current owner, and I'm being as charitable as possible with this description, is to just see where things take us. That is not a plan for any business, much less a non profit organization.

If you donate to this website, if you give these people more money, you are a chump, a mark, and a sucker. That's really all I have to say. I feel bad for the people that were taken in by this illusion of community. You are exploiting people that could be giving their time and money to worthwhile enterprises. There was a real resource here, and this organization has been an exceedingly poor steward.

I am not attacking the volunteers, or the userbase. I think that has been a recurrent accusation that has been made in poor faith in order to distract from the real issue.

RIP metafilter
posted by hobo gitano de queretaro at 2:55 PM on November 21 [3 favorites]

Are you under the impression that 1adam12 is a moderator or paid employee? I think your criticism is out of place here.
posted by umber vowel at 3:01 PM on November 21 [30 favorites]

If you donate to this website, if you give these people more money, you are a chump, a mark, and a sucker. That's really all I have to say. I feel bad for the people that were taken in by this illusion of community. You are exploiting people that could be giving their time and money to worthwhile enterprises. There was a real resource here, and this organization has been an exceedingly poor steward.

You should definitely leave Metafilter. There are, as you say, many places online to click-clack vitriol at a keyboard and I'm sure some of them would be preferable to you.
posted by kensington314 at 3:19 PM on November 21 [14 favorites]

The nonprofit is being driven by volunteers, not by the current owner or staff.
posted by NotLost at 3:25 PM on November 21 [4 favorites]

I am not attacking the volunteers, or the userbase. I think that has been a recurrent accusation that has been made in poor faith in order to distract from the real issue.

I totally get why you’re angry, but you are actually being really harsh with Adam who is a volunteer with a notoriously busy job.
posted by knobknosher at 3:25 PM on November 21 [29 favorites]

"Since my question has gone without a reply in the past 24 hours by Adam, I am going to proceed with my initial assumption that the answer to my question of "why is this taking so long" is because nobody cares, nobody is in charge, and in fact the statement of "I've been working on this for a year" is more accurately phrased as "I've put off doing this for the last year." "

"I am not attacking the volunteers, or the userbase."

This gives big "Come to my YouTube channel, where I've posted the full Oppenheimer movie. No copyright violation intended!"
posted by Bugbread at 3:37 PM on November 21 [5 favorites]

I know it feels like we're living on simultaneously compressed and elongated time right now, but it has not, in fact, been 24 hours.
posted by brook horse at 3:48 PM on November 21 [10 favorites]

That’s a perfectly normal and reasonable reaction to a someone not responding to a question about their volunteer position within 24 hours in the middle of the work week. Not at all an absolutely breathtaking display of entitlement.
posted by Gygesringtone at 3:48 PM on November 21 [18 favorites]

"within ~~24 hours~~ 21 hours and 24 minutes"
posted by Bugbread at 3:56 PM on November 21 [1 favorite]

And to be clear here, there are reasons to be concerned with the way the transition is being managed, but come on.
posted by Gygesringtone at 3:58 PM on November 21 [5 favorites]

All of Metafilter's volunteer committees have been extremely, and sometimes even shockingly, competent. But all or most them were stymied by actions, events and lack of communication outside of their control: This is true of the Steering Committee, the BIPOC Committee as per their minutes, and given the discussion here about the affordability of an ED (unclear), whether we should do the document ourselves (unclear), and whether we should even become a nonprofit (unclear), these issues seem to be afflicting the nonprofit volunteers, too.

The only thing that is clear to me is that we need a paid leader willing to put in the time and analysis to figure out what's next, and then help execute it. I assume that individual could also help take over some of Jessamyn's responsibilities, oversee the mods, and raise morale generally.

If we can come up with one year's salary for an ED to do that, that would be my vote.
———
Edited for clarity.
posted by Violet Blue at 4:01 PM on November 21 [8 favorites]

(Also, am I just missing a setting or something, or does MeFi still not handle countries without Daylight Savings Time? I understand that on the back end, working with dates and times is harder than it looks, but the site is 25 years old and is trying to become more international. Surely this has already been fixed and I'm just missing a setting somewhere, right?)
posted by Bugbread at 4:05 PM on November 21 [2 favorites]

I think there are some things that are going on that are important to keep in mind.

First: most of the people here don't come from a culture of nonprofitworld, much less member organization nonprofitworld. Hopefully those who have can chime in: those are notoriously the most demanding of all nonprofits and have the highest expectations and burnout on boards of directors. When I sat a non-member BoD, my expectations were maybe five hours a week, max. When I sat a member BoD, it ran up to like 20 sometimes. Of unpaid, volunteer labor. Near-constant communication with other board members. Near constant communication with staff. Frequent communication with members answering concerns. It is essentially a part time job.

It is really, really common for people who are participants in a member organization to think "~~Come out to the coast, we'll get together,~~ Join the board, have a few laughs." They think it will just involve an hour or two a week max. They are swiftly overwhelmed by the massive amount of work, the harsh learning curve, and the high expectations of other members, who frequently call them lazy for not getting things done faster.

Second: One way to avoid this is to fill the board with a professionalized cadre of board experts who have sat on a dozen boards before. These people will get the job done ruthlessly and efficiently in about half the time the other people would have. They also will have very time to engage in a lighthearted way or to make it seem like they're anything but professionals, and will swiftly alienate themselves from the memberbase. They will get voted out of office within a few years. The incoming board members will not understand how to operate the highly technicalized system the first board members have set up, and the organization will crash and burn for a while.

This is a really weird situation because it used to kind of operate as the third, best thing: a mix of pros and amateurs operating on the same playing field. Now the pros are gone and no one is sure how anything is operating. It is however on the worst of things, an uneven playing field, where some people are paid and some people aren't, and people are worried about their jobs and it's not clear they're wrong to be because the model is crashing and burning.

I'm honestly not sure what to do about this, except have an honest conversation about all of it!
posted by corb at 4:10 PM on November 21 [15 favorites]

a paid leader willing to put in the time and analysis to figure out what's next, and then help execute it ...intelligently and competently.

About burnout: tbh, I've been thinking for a long time that Metafilter moderator should be a term-limited job. One that people should do for like 2-4 years and then stop doing before they start to develop contempt for the people they're moderating and turn to the policing side.

Maybe the same is true for board membership too - it's easier to not burn out when you know you've only committed for a year or two. (Terms should be staggered to avoid loss of institutional knowledge, and there should be a fixed onboarding process and resources.)

Another part of the answer would probably need to be that Metafilter can't afford paid employees who aren't efficient with their time. (I'm imagining a volunteer board that does most of the strategic-level decision making and community communications around those decisions, and oversees the director; a paid director that makes implementation decisions and strategic suggestions, keeps a finger on the pulse of the site's membership, communicates with the board, and oversees everyone doing work who's not on the board; and then paid and/or volunteer mods, admin, devs, people working on social projects like fundraising and outreach, etc. Is that realistic? Is it what other people are imagining? I'm not sure.) Regardless, I think given how tight funds are anyone drawing a paycheck needs to be well worth the money; paying for work that doesn't get done efficiently or with solid judgment is a luxury beyond the site's means.
posted by trig at 5:53 PM on November 21 [12 favorites]

...social -> special
posted by trig at 6:18 PM on November 21

I work for a non-profit as an ED, and a resource I found to be very helpful when first finding my feet was the Jewish Community Council of Greater Coney Island's Non-Profit Helpdesk. A lot of useful information, and as it turns out, I just checked and there's a free webinar coming up in early December about starting a 501(C)3, including:

Join the NonProfit HelpDesk for a free webinar on the necessary steps to establish your non-profit organization including how to incorporate, required corporate documents, your application to the IRS for tax exempt status, and your registration with the Charites Bureau.

https://www.jccgci.org/our-services/management-support-systems/the-nonprofit-helpdesk/

https://www.eventbrite.com/e/how-to-start-your-501c3-non-profit-tickets-1067344559309

It's only an hour, but it's free and as many people can go as you like since it's on zoom. There's also a lot of recordings of previous sessions, and slide decks etc.

I found their recordings (although they may be state specific for some aspects) on management, delegation, grant writing etc. to be very helpful.
posted by the uncomplicated soups of my childhood at 9:52 AM on November 22 [21 favorites]

I've learned so, so much from Metafilter over the past 16 years, though I'm not particularly active. Y'all have helped me quit my first job, get over my fear of flying, and break up with people effectively.

Something this thread has taught me is that I'm much pettier than I previously thought. If people I was seeking to benefit with my volunteer efforts were being this critical, I fear I would absolutely walk away, middle fingers blazing, to let them try to do better.

I would love to believe I'd have patience with it and understand it was only a few loud critics. I aspire to that level of maturity! It's not my current truth.

Shoutout to all the volunteers working their way through this, and to the workers (paid and unpaid) who invest effort in this community in all its complexity.
posted by verbyournouns at 12:13 PM on November 22 [18 favorites]

I truly believe that the criticism is not directed at the volunteers.
posted by jgirl at 12:29 PM on November 22 [9 favorites]

If you donate to this website, if you give these people more money, you are a chump, a mark, and a sucker.

I know they're not the only critical voice in this thread, but this as said directly in response to someone who donated their time to the website. I can't think of a single way that calling someone a chump, a mark, and a sucker, can be read as anything BUT criticism.
posted by Gygesringtone at 2:31 PM on November 22 [6 favorites]

As far as I can see, there's one person who has repeatedly been critical of a volunteer, one person who made one critical comment about a volunteer, and that's it. But I see people on this site and elsewhere who are reading this thread as having a lot of criticism of the volunteers, and that seems odd to me, so I've been thinking about what's up with that.

My hypothesis is that it's because of there's a lot of criticism about this whole situation, and 1adam12 posted this post, so some people are parsing this criticism as being directed at 1adam12 himself, when really it's about the admin side. Jessamyn was the first person to comment on the post, so there's also the confusion of who people are referring to when they use the word "you" -- are they replying to 1adam12 or to Jessamyn? Overall, I think they're using "you" to refer to "you, the MeFi admins," not "you, the volunteer." Don't get me wrong, there are two people being critical of 1adam12, but while there's a big tide of negativity in this thread, that negativity is only being directed at 1adam12 by two people, the rest of the negativity is being directed at MeFi administration.

At least, that's how it reads to me. Hopefully 1adam12 is also seeing it that way and not seeing criticism of the admin as being criticism of him, too.
posted by Bugbread at 3:30 PM on November 22 [7 favorites]

I get what you're saying, and agree about the where the miscommunication comes from, but if there's a group of people being all negative and use the word "you" a lot without specifying who "you" is, there's going to be a really large splash zone of who gets hit with the negativity. Like, maybe it's better for the prop comics to be careful about where they're swinging the hammer rather than it is for them to just hope that people are good at dodging the bits of watermelon.

There are plenty of good examples in this very conversation of people who have concerns and doubts and strong feelings about this place, but who still managed to choose their words carefully.
posted by Gygesringtone at 5:15 PM on November 22 [8 favorites]

I truly believe that the criticism is not directed at the volunteers.

Did you see this?
Since my question has gone without a reply in the past 24 hours by Adam, I am going to proceed with my initial assumption that the answer to my question of "why is this taking so long" is because nobody cares, nobody is in charge, and in fact the statement of "I've been working on this for a year" is more accurately phrased as "I've put off doing this for the last year." Your profession bills in 5 minute increments, I know you've deliberately avoided discussing how much actual time you've put into this. …

1adam12 is a volunteer. The people who have been driving the nonprofit have all been volunteers.
posted by NotLost at 8:11 PM on November 22 [1 favorite]

I just posted on the Blue: Congratulations to SoylentNews.org - now owned by its members.

posted by zaixfeep at 8:21 PM on November 22 [3 favorites]

Yes, I did see it, and I know 1Adam12 is a volunteer and that the people driving the nonprofit are volunteers.

I am not defending the lashing out at 1Adam12, but that poster made a lot of good points.
posted by jgirl at 8:25 PM on November 22 [2 favorites]

But even if you think they were good points, and even if you think they were well-made points, and all its mocking anger perfectly justified, this clearly wasn't the place for it.

There are likely going to be a bunch of let's-get-this-done threads over the next however many months, and it's no good if we consider it cool to barrel into them with that sort of mess. Ideally even people who fully agree with both his anger and message would push back against it here, assuming that at the core of most people's anger is still a desire for this place to survive and improve (and if it's not, then it's just not valuable anywhere).

(But I also want to recognize the people who have been expressing a lot of anger in the other threads yet who came into this one to offer genuinely thoughtful advice. That's clearly admirable, and if anything should lend more credence to their complaints elsewhere.)
posted by nobody at 8:27 AM on November 23 [11 favorites]

(admin note: the nonprofit-related posts all have different sets of tags, and there's no one tag that displays them all. If there's no time to back-tag properly, could someone tag this and future ones 'nonprofit', which at least brings up a few.)

Have gone through previous posts and tagged posts about the formation of the nonprofit as "MeFiNonProfit". I did it this because 'nonprofit' did mention non profits that were not MetaFilter related, so a MeFi specific tag should add clarity.
posted by Brandon Blatcher (staff) at 9:55 AM on November 23 [9 favorites]

Thank you Brandon! (and for the other developments)

I was actually just about to post this related comment right when you posted. I held off on posting it for a bit in hopes it would become obsolete but I'll post it now since I need to kill this window.

grumpybear69 made this comment on the 21st:

Make sure you file a BOI for the LLC. [...]
Maybe you already did this, but everything I'm reading about lack of coordination and communication gave me pause.

A few hours later, loup put up a new site update thread that included this line item:

– Jessamyn has filed MetaFilter LLC’s Beneficial Ownership Information Report (BOIR), finished the site valuation and compiled a list of considerations for the MeCoFo upcoming transition.

That's a great update. But given the worries about "lack of coordination and communication" and the general frustrations and concerns about how much the LLC is helping, hampering, or participating in the transition, it would have been good for a member of the LLC to cross-post it here rather than me two days later.

I understand why there isn't more engagement from jessamyn or paid LLC employees in this thread and it's probably for the best, but it would be good to know that you (all) are actively following the conversation here. And answers to direct questions would be appreciated - jessamyn, I asked you one here.

(Was going to repost my request to fix the tagging, but Brandon did it!)
posted by trig at 1:59 PM on November 23 [5 favorites]

Jessamyn, could you clarify the LLC's approach to the relationship between the two entities? From my perspective as a member, I see the LLC's financial resources as ones that should properly be shared with the nonprofit until they are fully transferred to it (when?).

Sure. We have been funding their lawyer as they go through this process. There was a large up front payment and then another second large payment to do what we thought was finishing the job of getting them up and running with business and non-profit paperwork filed. It turns out that was not the case. We do have most of the other business transition paperwork done and it's been reviewed by my lawyer and their lawyer. This is good news.

I had a call with 1adam12, someone I've been in steady but infrequent communication with since May, saying that I thought another big payment to their lawyer for something that I thought was "doable by mortals" (and in fact I had gotten step-by-step instructions from a lawyer about how to fill this form out earlier this year) was maybe too much. I did not mean to say "Go fundraise this" but more like "What should the strategy be, given this? What is the best use of resources?" We're now talking about that.

I am trying to let the MeCoFo be its own thing as much as possible but we have a Slack channel where we can talk about things. They do not run their MeTa posts by me before posting which I think is how it should be. There are a lot of MeFi LLC things that have needed attention lately and I am also a volunteer (albeit yes with access to the bank account but I do not pay myself) so I've been prioritizing legal/paperwork/staffing things including, yes, the BOI which was just a coincidence that it lined up with what grumpybear69 posted. We have approximately six months' expenses in the bank which is what we've generally been aiming for.
posted by jessamyn (staff) at 11:15 AM on November 25 [7 favorites]

Not at all cranky asking this but is the six months' expenses including an ED, or for current running costs?
posted by warriorqueen at 11:23 AM on November 25 [2 favorites]

It's six months' worth of expenses for the site running as it is currently running. Meaning, if all income stopped today (from contributions, from Amazon affiliate links, from Google ads) we could pay the bills for about that long. There's a little handwaving here because there are certain expenses we could cut if we were in some sort of emergency situation, but that's the general balance we've been looking for. It's also (and apologies for getting into some weeds here) why the non-profit filing matters. The new entity will be taking over a six figure bank account and we'd like to keep the tax obligation low to keep more money in the community. When we became MeFi LLC that was less of an issue because there was... not much money in the bank (thank you SC, we all remain in your debt)
posted by jessamyn (staff) at 1:37 PM on November 25 [9 favorites]

Right now, the NPO does not have a six figure account. They can file the 1023 EZ now, and update with the full 1023 once they have taken on fiscal management. That will allow them to exist with the proper tax designation and update it when assets grow. Many organizations move through this phase in this way.
posted by Miko at 2:00 PM on November 25 [2 favorites]

Eh, never mind, you can't (according to EZ instructions) because you're expecting gross receipts to be that high within the next 3 years.

Really, I'd just recommend holding off on this. It doesn't make sense to file this now. The nonprofit doesn't even know what its answers to the main questions are (Parts 3-6 and 8), and it's not going to get approved with handwavy answers on that anyway. This planning work should have already been done by filing time.
posted by Miko at 2:04 PM on November 25 [5 favorites]

Review this

1023 Checklist

1023 FAQ

Note also, if you're using a lawyer, they are supposed to file Form 2848, Power of Attorney and Declaration of Representative, or Form 8821, Tax Information Authorization. Otherwise they can't talk to the IRS about your application.

I remain skeptical y'all can pull this off. If the form alone is this big a stumbling block, how will the actual work of the org be accomplished? You'll be handling more documents like this, including an annual tax filing, along with documenting donations and auditing your financials. It doesn't look the present team/level of organization can handle it (or even if they theoretically could, do not have the time and/or will to do so). The only viable solution is to get an ED posthaste to put together an actual transition plan and start doing the work that this form needs to reflect.

Otherwise I don't see this effort, however well-meaning, succeeding.
posted by Miko at 2:20 PM on November 25 [10 favorites]

The new entity will be taking over a six figure bank account and we'd like to keep the tax obligation low to keep more money in the community.

I've seen this idea in a couple of comments, which seems to be that the new NFP needs to have filed its 1023 before it receives funds from MeFi LLC in order to avoid paying income taxe on those funds. But is that right? The IRS seems to say that a new NFP entity can file a tax-exempt return even before it files the 1023 and/or before the 1023 is approved. If that is correct, then it seems like filing the 1023 can wait? Just flagging this in case it has not been vetted with the legal/tax professionals advising the NFP.
posted by Mid at 3:39 PM on November 25 [3 favorites]

You are correct, Mid.
posted by Miko at 5:49 AM on November 26 [1 favorite]

Also…I wonder whether anyone has called the IRS at the number listed on the form to …ask.

Remember these processes are intended to be used by ordinary citizens. Yes, lawyers and accountants can engage with them at a sophisticated level, but they do not require those services. However, they do require an act that is together.
posted by Miko at 5:50 AM on November 26 [7 favorites]

I largely agree with Miko with the exception of the ED focus. A lawyer is best in two situations: when you know your situation well and don’t know how to translate that knowledge into forms, choices, or actions, or when you are starting from a clean slate and relying on a lawyers advice to make choices and actions.

This seems like you might be paying a lawyer to come back and ask you a question you won’t have an answer to.

Are there BoD meeting minutes? I ask not as a gotcha but just because looking at those minutes will help give a good snapshot of how much this board is capable of moving this forward.
posted by corb at 7:21 AM on November 26 [4 favorites]

The nonprofit doesn't even know what its answers to the main questions are (Parts 3-6 and 8), and it's not going to get approved with handwavy answers on that anyway.

I hesitate to pipe up with this, because I recognize that I don't have the expertise you do, but I don't think this is quite right. The org's charter should already include the answers to section III, section IV is describing how the website works (contoured by whatever suggestions the lawyer made), and the rest -- mostly budget/staffing questions -- would be answered for now as though everything were continuing from the LLC unchanged (which it will be, until an elected board starts making changes), no?

On preview:

This seems like you might be paying a lawyer to come back and ask you a question you won’t have an answer to.

I guess that's the big question. I'm assuming all the mission-statement questions were discussed and, with legal advice, already funneled into the founding documents (especially since if that's somehow not the case, the founding documents would need to be amended before 501(c) status can be applied for anyway...and Jessamyn's lawyer would have already told them that).
posted by nobody at 7:36 AM on November 26 [1 favorite]

That's fair, nobody, they could import information from the existing MetaFilter operation, though they would need to be getting full reports from the existing MetaFilter operation to do so. That's what I would have expected the LLC to be independently preparing and handing off without waiting to be asked. Also, the application would not reflect the future staff and board officer structure, so again, I'd still say it would be premature since that seems not yet to be established, let alone are the roles filled with specific people this form asks for disclosure for.
posted by Miko at 9:03 AM on November 26 [4 favorites]

Our attorney has quoted us $5,000 to complete this task. We would have to raise or borrow this, which would be both time-consuming and an early strain on our resources.

Wait. Earlier we were told the fundraiser wasn't really needed. And now...oops we need 5k to really get this thing moved along.
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 5:45 PM on November 26 [1 favorite]

And now...oops we need 5k to really get this thing moved along.

Definitely keep reading!
posted by Brandon Blatcher (staff) at 6:04 PM on November 26 [1 favorite]

yeah it doesn't really get better the more you read.
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 4:24 PM on November 28 [8 favorites]

Jessamyn, thank you for your answer here.

Not being behind the scenes I know I'm only getting a partial picture. But it really looks like a successful transition requires there to be someone both knowledgeable and motivated running the whole process, over both the LLC and the nascent NGO.

Metafilter's been losing air from its tires over years of half-attention or worse from the people meant to be running it. Inertia is explicit. This very laid-back approach to the transition ("we'll just let those guys handle it, eventually, hopefully") feels like much of the same. For this change to actually happen before Metafilter falls flat on its face there has got to be an injection of full-time motivation, energy, and leadership into actually shepherding this site somewhere good.

Right now, what I'm hearing is (a) there's no interest in making that happen asap, and (b) there's half a year's worth of expenses for current site costs in the bank, which means there's very little buffer for hiring actual skilled people to direct and run the place. (And that is assuming loup's mismanagement doesn't eat away at that 6 month buffer.)

If the transition fails to happen, what's the backup plan?
posted by trig at 11:50 AM on December 2 [18 favorites]

I will admit that I do not read every MetaTalk thread closely, but this --

If the transition fails to happen, what's the backup plan?

-- is a question I don't think I've ever heard voiced quite this way. I'm glad to see it asked, instead of various other ways that the general issue sometimes gets bandied about.
posted by cupcakeninja at 12:56 PM on December 2 [11 favorites]

If the transition fails to happen, what's the backup plan?

In all seriousness, I think it has to be this.
posted by rpfields at 6:51 PM on December 2 [4 favorites]

This thread's going to close in a week and a half, I think?

Before that happens - or at worst in a new update thread hot on this one's heels - I'm still hoping to get an answer to two questions I asked:

- to jessamyn: If the transition fails to happen, what's the backup plan? (asked 9 days ago)

- to 1adam12 or other members of the nonprofit team: could you at some point share the timeline you're envisioning for transition steps, including elections for a permanent board, transfer of the LLC assets, closing of the LLC, and hiring of an ED? (asked 20 days ago)

I'll clarify that for the latter, while time estimates would be appreciated and pretty relevant, what I really hope to learn is the concrete steps of the process the nonprofit committee is envisioning.

This thread from August has some of that information, but (a) that was 4 months ago, and (b) I'd appreciate finer-grained detail in terms of phases, steps, and what's happening in parallel vs what needs to wait for other things.

Finally: Are the people working on the nonprofit still 1adam12, Rhaomi and Gorgik, as stated in that thread? Is there still an ED search committee headed by ourobouros and Shepherd? Including a line in future update posts about who the nonprofit team currently comprises would be helpful.
posted by trig at 7:06 PM on December 10 [17 favorites]

Chiming in here as someone who volunteered to help with the ED search. As I understand it, work on the ED process slowed/paused as the Interim Board focused on tasks related to incorporation. The Interim Board recently reached back out to me about re-starting the process. I'm still available and happy to help. To start, I've asked the Interim Board some questions about the budget and scope for the ED position. As I understand it, there are some resource constraints and trade-offs that they are working through. I don't have all the information, but we are working on setting up a meeting. I haven't spoken to Shepherd in a while, but I hope they're still available when the time comes to get the search re-started. That's what I know for now.
posted by ourobouros at 1:51 PM on December 12 [6 favorites]

Thanks, ourobouros. I hope someone from the interim board (and jessamyn) will be along to answer the other questions.
posted by trig at 8:22 PM on December 12

The board probably should just consider hiring a capable manager supervised by the board, and not worry about an ED-level position just yet.
posted by Miko at 9:07 PM on December 12 [5 favorites]

SoylentNews has just published an update regarding the completion of their transfer from Soylent News PBC to the Soylent Phoenix non-profit. Their fairly deep documentation may be useful as a road map/template for the MeFi nonprofit transition.

Documents linked in their article:
* New Org Bylaws
* New Org Tax Exemption Status
* New Org Policy Document.
* Definitions and Common Terms
* Transfer of Assets from NCommander to New Org
* Draft of New Org's Discussion Policy
posted by zaixfeep at 3:50 AM on December 16 [7 favorites]

Their fairly deep documentation may be useful as a road map/template for the MeFi nonprofit transition.

Is Metafilter doing a transition?
posted by 922257033c4a0f3cecdbd819a46d626999d1af4a at 10:18 AM on December 16

Well, that's unclear, but it is awesome to know what this looks like when a competent group of people undertakes it.
posted by Miko at 12:49 PM on December 16 [3 favorites]

It also took two years.
posted by Frayed Knot at 6:59 AM on December 17 [6 favorites]

(And...their site is now down -- presumably temporarily. Wayback took a snapshot of the first "we did it"/"two years" announcement, but hadn't yet grabbed the more thorough update article, nor the bylaws etc. pages.)
posted by nobody at 4:37 AM on December 19

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