# Snowdrift.coop Board Meeting — January 18, 2020

Meeting notes approved at 2020-04-25 meeting

Attendees: Aaron, Stephen, Lisha, Erik, Micky, Athan

## Reports, Metrics

• concise summary of platform status, tensions, history
• wolftune: Stephen has been on board for over a year, we had chair before who had a different startup that Aaron was on the board of, but he’s not as involved anymore.
• personal limited time and other priorities delayed getting the Board back on track, but here we are; haven’t met for many months

Round: what metrics the board would expect or like to see?

• Lisha: aside from money, thing to keep an eye on the development.
• Where is the development [coming from]; how long is it going to be until we’re ready to take more than the random few people who’ve -signed up? Open up the project to the world beyond a beta test
• what help is needed, recruiting etc? onboarding is something that needs to be addressed
• Micky: milestones / metrics (comparisons from other crowdfunding and crowd-‘other things’ sites, i.e. ‘crowdacting.org’ similarities to related funding models), breakout teams (a board member + a few volunteers for action)
• eloquence: by next meeting would be great to have a checklist for getting projects on board, etc, assess velocity of the project (not sure splitting up/work groups are feasible). Would be good to have shared visibility, reference launch agenda during every meeting. Is there a way to track # of pledges for the beta test?

## Agenda topics

• wolftune: in 2014, filed articles of incorporation in state of michigan, initially wolftune was sole proprietor. can use the name co-op and still be incorporated under non-proft. I.e. snowdrift is nonprofit cooperative. No stock or ownership in that sense (“non-stock”). Being a co-op member mainly means having a vote. Stated mission was about funding public goods. Skepticism of open source projects being acknowledged at the IRS. Used economic public goods, referenced language from 501c4 (501c3 seemed more restrictive). We’ve worked with a lawyer in michigan who is a co-op lawyer who knows how to register a nonprofit as a cooperative. Did research on having a distributed international project but needed things parsed down in order for her to process. Snowdrift still not fully operating.
• eloquence: anything requiring ties to michigan
• wolftune: the michigan lawyer’s address is technically the one on file for snowdrift
• trying to stay in michigan unless we can find an alternative that allows us to be a snowdrift and a coop
• eloquence: and she is still willing to help?
• wolftune: got an email some months back from her secretary that informed us that we still had 1000 retainer if we wanted it back • responded to them to tell them we would still like to work with them, haven’t heard back since • she’s more of a co-op expert than a tech expert, we probably need a lawyer more familiar with internationally money handling concerns • she sent us initially a big that was uncomfortably large, initial misunderstanding of snowdrift as advanced sort of tech project, agreed to lower rate. She is aligned with the mission but still not willing to do pro bono work. • eloquence: once that retainer is gone, what’s the financial status? if we just try to use that money, doesn’t think it would make sense to use that there, better to get a refund and use elsewhere • wolftune: not in a great financial position myself, but has some buffer if snowdrift needs a little extra money • if there was a mechanism for loans to the project from members, that could be an option, but haven’t explored https://wiki.snowdrift.coop/operations/accounting • wolftune: ran a fund drive in 2014 had some big grants and smaller donations • open source initiative is a fiscal sponsor, meaning people can donate to OSI as 501c3 (our agreement with OSI goes up to the point that we fund other projects) • eloquence: 20k was spent? • wolftune: that plus funds from cofounder paid undermarket salaries for developer in 2015-2016. Bryan (chreekat) is still a volunteer on the project • wolftune: had another contract with a person in Russia for basically minimum wage equivalent • current expenses around30 / month for AWS hosting services, will end when complete with transfer to Oregon State University Open Source Lab (OSUOSL) which has taken a year
• have an account at the National Cooperative Bank which pays aws bills

## State of the project — Dev progress, recruitment needs, pledging beta

• wolftune: the website hasn’t been updated in awhile - had been building on a personal server but lost access to it.
• can build the site locally and upload to currently outdated server on aws
• recent efforts not totally completed, Bryan might find time to troubleshoot why it wasn’t updating
• after transition to OSU, will be able to hopefully build and deploy from there all in one place
• have design folks working on various things for the website doing mockups, etc
• main design person was working on a manual for how to fulfill the role, but disappeared
• currently have pages that exist that are fine (for design) - need to recruit front end devs to implement
• back end has work to do, somewhat organized, Bryan responsive when there’s new volunteers who want to work with
• no really active contributers for the back-end code
• at SeaGL there were some signups, hasn’t been too much followup
• main person in charge of outreach (salt) is very busy
• once civicrm is in place, it will be used to manage contacts and volunteers better
• the website has a live beta right now with 114 pages (11.4 cents per patron)
• launch model is $1 contribution from each patron per 1,000 patrons to a project • there’s a threshold for the contributions not getting eaten up by feeds • haven’t had a big announcement that ‘the beta is live’, but suspect if we did so we’d get a lot of response from interested parties • blockers for the announcement is the website getting cleaned up • tension within team to push things out even if not perfect, other design people that want to make sure everythings clean first • working on making the website clearly convey that it’s a work in progress (parts look very professional, some pages don’t) • attempted to deploy from my computer but Bryan going to troubleshoot • eloquence: need to wait before publicizing the beta until make sure it’s working, question about haskell, keep engaging with the involved developers now • smichel: have discussed leaving haskell which we are open to considering if someone wanted to port, but there are pros/cons • eloquence: anything on production server that is sensitive or not backed up? • wolftune: i have access, and have backups • aside from the wiki, it’s just email addresses, we’re not collecting info about people • we have a discourse server, and have backups • wolftune: the way we use backups, all of that could be better (plan to have updated systems after move to OSU) • probably lost years through not having sysadmin and Bryan and others had to deal with systems issues • smichel: lots of problems that have nothing to do with snowdrift in particular, just things that go with building a project - things that we didn’t have experience with ## market research / comparisons • wolftune: haven’t done a lot lately, but did a thorough initial investigation into other crowdfunding sites, we would have joined another project if was promising enough. more than 700 other crowdfunding options, relatively updated • https://wiki.snowdrift.coop/market-research/other-crowdfunding • this gets referenced by people • nothing else doing any sort of crowdmatching • tangential things like tidelift - funding to make sure the tech stack is open source • our focus is on end-user, general public funding people that they use, as opposed to upstream stuff, though we aren’t barring it, just not our focus ### Accepting current Board membership (confirming members and expansion) • This group meeting now • discussing updating agreement of expectations, etc for those on the steering committee, would like to have very clear agreements between us, we’ll respond to emails, etc. As a volunteer org we are grateful for help • had started a steering commitee: with a free culture activist, an econ professor, mike linksvayer, mark holmquist • have slowed down since then • Round about questions, thoughts for energy to put in • lisha: first thing to do as board is come up with clear delineations of what’s expected, wont be finalized now, should asynchronously collaborate on a document. Can be very nitty gritty or can be very open ‘we want you to do as much as you can do’ • mickey: agree with lisha, gonna take several meetings and a shared pad would move us along • eloquence: makes sense to have a checklist for board members. personally consider my role to part facilitation, willing to help aaron with meeting preparation. hoping his role on the board is temporary, get off the ground, wants it to be temporary because he wants more diversity and see the community make up the board • wolftune: want to do a good job of capturing and being accountable for ‘next steps’, want to be held collectively accountable and capture appropriately tasks. • NEXT STEP (wolftune): draft agreement / responsibility statement (can draw from old steering committee agreement) • wolftune: have a particular need, will you help us to do that is better for recruitment rather than “it’s a giant messy project please help us” • agrees with Erik that wants to pass off when it’s fully operational • everyone here uses signal as well, could make a group but wouldn’t want that to be abused • lisha: when you start the document , send around so we can know where progress is at round on signal group? all agreed • NEXT STEP (wolftune): make a Signal group • eloquence: have other people tried the pledge - I’m going to after this • lisha: Think it should be a clear expectation for the board to pledge to the project, such a low bar • wolftune: uncomfortable with requiring that of the board, might want to get input / involvement from someone who doesn’t • a lot of idealism in the history of snowdrift, reached out to the most idealistic people, ideally able to contribute anonymously • wants to make a statement on site that would like to be able to recieve pledges from people without banks, etc • the only proprietary aspect of site is on payments via stripe which some software people have a problem with ### Organizing the Board for short- and medium-term operations • https://gitlab.com/snowdrift/governance/issues/32 • roles, assignments, etc • number of directors, additional recruitment • commitment / agreement expectations (comparable to team, but for Board) • there’s a topic of well-operating boards (though this items not well organized), has experience with previous boards • link to all the things a board of directors do, sometimes seems like a full time job. • main prioritiy to get the bylaws done ROUND of thoughts on what board should do, what it means we’re on the board, do we have titles, has to report to state of michigan treasurer, chair/president, secretary. • Micky: governance discussion could happen on a pad - rapid shorter meetings in next few weeks, target a date for first draft • eloquence: who’s been doing finances? • wolftune: I’ve been doing accounting, but is relatively simple • take receipts to OSI and get refunds • eloquence: want to keep bureaucracy to a minimum, focus on being operational as coop, do we need roles or we could draw straws for roles, just about meeting bars that are necessary • Lisha: at GwoB, we said “title are for responsibility, not for authority”, responsibilities get explanained to outside world what they are responsible for, but authority allocated internally within the group • micky: http://ihatemoney.org might be a way of tracking finances • wolftune: other expenses to be brought up are at conferences, will be having a table at linuxfest northwest in bellingham in April • paid for accomadations and etc personally, but previously some of expenses were paid for by snowdrift funds after the drive, etc • further recruiting for the board, do we need more people than us 5? coordinating more people can be more work but • micky: would be good to find out more about each other and skills we have, figure out what piece of the pie is missing • maybe send bios to each other? • lisha: will probably be a long process, we all do lots of things and want to go deep into learning • maybe send cvs or bulletpoints of skills that might be useful, I have a lot of sysadmin and code skills but not time to do beyond mentoring over the weekend, etc, could be useful. If work situation / time changes, maybe could put more effort in. Maybe this is true for other members • smichel: we have a forum with an introductions category • wolftune: we have a restricted board area available too and the forum is a good place to • NEXT STEP (everyone): post to https://community.snowdrift.coop/c/welcome/29 and fill out forum profile • micky: those intros could be massaged into a draft / listing of board members • wolftune: wanted to be an organization with transparency, human relational thing of knowing who is involved, etc • not as great of a spot for this on the website currently, but the forum has profiles for board members https://community.snowdrift.coop/c/welcome/29, Pages that used to be on the website, migrated to the wiki for technical reasons (changing design on the website): https://wiki.snowdrift.coop/community/team, https://wiki.snowdrift.coop/community/team-past • eloquence: once we sit down and process info about each other we can more aptly address gaps/needs • worth to mention some team members, have a UX expert on the team who’s been a core member • would be good for board to know who the core members are ### Board meeting plans, regularity • scheduling, agenda planning, tech • communication between meetings • more short meetings vs longer ones less with less regularity • lisha: likes the idea of quarterly big meetings, smaller meetings with not necessarily everyone facilitated by asynchronous discussion • has been helpful to use a tool like loomio, whether it’s bylaws or something, anything that needs to be voted on, can discuss in emails / breakout groups and vote • smichel: could use the board category for that • Aaron: voting options could include polls on the forum, or https://star.vote/ (free software) • star voting relates to governance - best type of balloting (not for consensus) - previously interested in score voting • when get into details of the bylaws, have an interest in suggesting (not overly prescriptive) to use the best democratic practices as an organization • eloquence: fully on board with this and language used here, figuring out best ways of making decisions, etc • wolftune: concerned with bad representation of voting via poorer practices / formats • NEXT STEP (wolftune): document decision about quarterly major meetings, asynchronous and ad hoc between • smichel: suggests finding a meeting time via signal immediately after • eloquence: for small meetings, would like to have explicit purposes and allocation ### Bylaws preparation, co-op decisions etc • co-op structure https://gitlab.com/snowdrift/governance/issues/49 • old bylaws draft, bullet summary https://gitlab.com/snowdrift/governance/issues/41 • wolftune: structure of the coop, initial research led to multi-stakeholder as model (motivation was every stakeholder was important for success, whoever’s not included will sabotage), but no longer - realized theres different classes of involvement: workers, project owners (people getting funded), patrons who are only funding. Drafted something that looks like congress to balance all stakeholders. Approach agreed on ‘consumer’ coop or ‘shared services’ co-op which simplifies dramatically single stakeholder: in order to be a member of the coop, you must be a patron of snowdrift.coop itself. • eloquence: not implying a certain threshold of membership with this? (since there are caps in the system) • wolftune: don’t have to participate past a certain limit which means people will drop once nth # of patrons pledge. • dont want to say there’s already 20k pledging, so you need to pay$20 to be a coop member. at that point it would be a massive success for the project, but in that case there would be an issue of less-wealthy people not being able to be involved
• could be smaller subprojects or smaller projects with less pledges as an alternative
• eloquence: good to have language like ‘we are aiming for inclusion’ etc
• wolftune: this is in some places, like the draft for the lawyer something like ‘board will aim for inclusion’
• values statements for organization: diversity & inclusion, etc
• have a draft / starting points for the lawyer, some of these going to be replaced by boiler plates
• our work is going to be in determining values that won’t be in other standards
• what we deliver needs to be clear enough and to the point
• NEXT STEP (wolftune): clear up bullets, come up with questions for us to discuss
• smichel: I think we need a list of questions that we all independently come up with answers for, be a basis for next meeting
• wolftune: if someone comes up with questions prior, could post, would be good for people to look at the two links at the topic of subject
• eloquence: would be good for wolftune to drive movement forward. Question, do we want to maintain the status in michigan or consider alternatives. Concerned that if no one is involved in the project is based in michigan, could be an issue
• wolftune: could be a matter of checking in with lawyer
• lisha: did you consider being a b corp as opposed to a nonprofit
• wolftune: there was concerns of taxes. At some level want to put all the money back into the program, but there are tax liabilities when not being a 501 status.
• also wanted to be a non profit in terms of trust of public, make it clear its not for profit - don’t see the benefits of b corp except as a b corp may be able to fit into other states
• lisha: 1 benefit: don’t have to argue with the IRS regardless of open source / public goods. Should be a nonprofit, doing gov work for the gov, this shouldn’t be a discussion.
• another benefit: a someone who’s been BoD for other orgs, being able to pay the board for their work (which is real work) - in a 501 we can’t be paid as board members - in nonprofit can be paid for the work if additional employee.
• this would need to be documentated, make it clear that donations for public goods are not going into the pockets of employers etc
• plenty of examples of non-profits that fill pockets of specific individuals though the system is supposed to designed to avoid that
• worth looking at and consider all the aspects in going forward as non-profit and that it’s best, not because we didn’t consider the alternative
• wolftune: decided the state level non-profit was best for trust. Can still be state level non-profit without 501 status. The difference between that and b corp is that we can say we are nonprofit which is a benefit for trust.
• lisha: if we are non-profit, what issues will we have with international donations since that gets registered differently, trigger different taxation. a benefit of non profit is any donations are tax-deductable - in essence fiscally sponsoring every project.
• wolftune: would limit scope if we turned into giant fiscsal sponsor

• eloquence: i believe a corp is the right structure, but an intermediate / temporary status would be reasonable
• oppose not staying with co-op
• Aaron: question is whether to stay as non-profit co-op versus co-op without non-profit designation
• NEXT STEP (wolftune): bring options to Board about incorporation
• wolftune: the decisions that go into the bylaws will probably be the same in any case — my inclination is to figure out those answers first, then figure out who to hand those to (michigan lawyer or otherwise)

### Board relation to Sociocracy

• wolftune: Initially I liked what I saw with Sociocracy 3.0, designed for distributed organizations & specifically tech
• wolftune: it’s still a bit rough around the edges, I’ve been looking into “sociacracy for all”
• How does the board fit in to sociocracy?
• wolftune: Does anyone else have understanding/experience with sociocracy?
• Micky: I’ve used it, and in my experience it works well in the places I’ve used it. I have some links I could share.
• wolftune: I’d appreciate help adding more sociocracy to our structure — our current status/mess is semi-sociocratic; I have a feeling that clarity there will make recruiting easier.
• Micky: Do we have a mission statement?
• wolftune: Yes, and related principles (values, code of conduct…) https://wiki.snowdrift.coop/about/mission and you’ll see more when you join our forum https://wiki.snowdrift.coop/community/conduct and such
• wolftune: Any sociocracy pieces that would be relevant to our meeting today?
• Micky: everyone contributing on this pad, rotating through order of people in the rounds, overall not a big change.
• A way to do shared expenses? http://ihatemoney.org
• help with formmg the coop? http://start.coop Greg Brodsky

## meeting evaluation / feedback / suggestions round

• Erik: more timeboxing, 2 hours for these meetings, break was a good suggestion
• Stephen: ^ & /
• Aaron: having independent note-taker was great, would be ideal to have independent (non-board) facilitator
• Lisha: went well, understand lots of front-loading when we don’t know each other well. First time meeting is harder. Looking forward to future meetings when we’ve had the chance to have meetings in between. Also, I’m willing to do facilitation in the future if need be (and if I’m not having an active asthma attack at the time :) )
• Micky: I think this will be our trickiest meeting, will be easier as we get to know each other.
• Try mumble next time