Having problems registering on Coin Return? Please email support@coin-return.org, and include your PA username and PIN.
For those who don't know, forums.penny-arcade.com will be closing soon. However, we're doing the same kind of stuff over at coin-return.org with (almost) all the same faces! Please do feel welcome to join us.
For those who don't know, forums.penny-arcade.com will be closing soon. However, we're doing the same kind of stuff over at coin-return.org with (almost) all the same faces! Please do feel welcome to join us.
For those who don't know, forums.penny-arcade.com will be closing soon. However, we're doing the same kind of stuff over at coin-return.org with (almost) all the same faces! Please do feel welcome to join us.
For those who don't know, forums.penny-arcade.com will be closing soon. However, we're doing the same kind of stuff over at coin-return.org with (almost) all the same faces! Please do feel welcome to join us.

Legal and Corporate/Organizational Stuff

245

Posts

  • DoctorArchDoctorArch Curmudgeon Registered User regular
    A doctor and an attorney? Your parents must be thrilled!

    Hey now, I'm not Michelle Bachmann.

    Switch Friend Code: SW-6732-9515-9697
  • MrMonroeMrMonroe passed out on the floor nowRegistered User regular
    This thread is beyond useless right now; I'm giving it a lock while we hash things out backstage.
    MrMonroe wrote: »
    someone will "take the initiative" and therefore control of the agenda and start doing things that will end up being controversial/destructive.
    the current mod staff derives its power from the site's ownership and not its membership, so it's weird to have the conversation about what the community does next managed by default entirely by reps of the outgoing ownership.

    huh look at that

  • DelzhandDelzhand Coin Return Admin Registered User, Transition Team regular
    Nothing I've seen indicates the mods are going to manage the transition to a new community home, but by definition the mods have to be involved in the transition of leadership/ownership, something I have yet to see deficiency on. Publicly they appear so far to be deferring to experts on technical/legal/organizational matters. As a community we've only known about this for 6 days. I get that not everyone wants to extend the same amount of grace to the existing mod team as me, but I'd hope we can at least give them a chance to figure out what a transfer of power actually looks like.

    If it turns out they're building a unilateral coalition behind the scenes and want to be the final word on all decisions, then your concerns will be validated, but I don't think that's going to happen, if for no other reason than it would probably just kill off the community entirely anyway.

  • Space PickleSpace Pickle Registered User regular
    I assume only good intentions!

  • VioletViolet Violet Registered User regular
    It's a lot easier to do a huge migration to a different location if you're not also doing a huge migration in power structures as well.

  • Sir FabulousSir Fabulous Malevolent Squid God Registered User regular
    Latentsage wrote: »
    It's a lot easier to do a huge migration to a different location if you're not also doing a huge migration in power structures as well.

    I don't know if you've taken a look at SE++ today, but I'm pretty sure the majority of the most frequent posters there aren't going to want to join a new forum community unless there's a huge migration in power structures.

    pickup-sig.php?name=Orthanc

    Switch Friend Code: SW-1406-1275-7906
  • Hahnsoo1Hahnsoo1 Make Ready. We Hunt.Registered User, Moderator, Administrator admin
    Delzhand wrote: »
    Nothing I've seen indicates the mods are going to manage the transition to a new community home, but by definition the mods have to be involved in the transition of leadership/ownership, something I have yet to see deficiency on. Publicly they appear so far to be deferring to experts on technical/legal/organizational matters. As a community we've only known about this for 6 days. I get that not everyone wants to extend the same amount of grace to the existing mod team as me, but I'd hope we can at least give them a chance to figure out what a transfer of power actually looks like.

    If it turns out they're building a unilateral coalition behind the scenes and want to be the final word on all decisions, then your concerns will be validated, but I don't think that's going to happen, if for no other reason than it would probably just kill off the community entirely anyway.
    I don't know about the other moderators, but I feel like my role is simply to facilitate the community stepping up and taking charge of this. I'm heartened by the efforts here, and it brings me joy and hope. We all want this place to continue and thrive, and I think that's a common goal, even if the shape of it may differ from person to person.

    8i1dt37buh2m.png
    MHWilds ID: JF9LL8L3
  • Inquisitor77Inquisitor77 2 x Penny Arcade Fight Club Champion A fixed point in space and timeRegistered User regular
    Latentsage wrote: »
    It's a lot easier to do a huge migration to a different location if you're not also doing a huge migration in power structures as well.

    I don't know if you've taken a look at SE++ today, but I'm pretty sure the majority of the most frequent posters there aren't going to want to join a new forum community unless there's a huge migration in power structures.

    It's been less than a week.

    Everyone here is a volunteer. Especially the mods and admins.

    Do people actually expect meaningful decisions to have been made at this point? Especially for something as far downstream and mutable (and dependent upon technical direction) as the structure of the new forums?

  • Hahnsoo1Hahnsoo1 Make Ready. We Hunt.Registered User, Moderator, Administrator admin
    There are also decisions that are being made in terms of how much support we can expect to receive from PA for this transition, but that process is happening slowly, as the forums aren't exactly their highest priority, sadly.

    8i1dt37buh2m.png
    MHWilds ID: JF9LL8L3
  • Jebus314Jebus314 Registered User regular
    I wasn’t sure where else to ask this, but after the vanilla support expires will we be allowed to maintain a redirect page for some amount of time? Lots of pages have identifiers that say something along the lines of “you are going to an external site which is in no way affiliated with this site”. But it would be nice to have that in place for a little while, so that low information users don’t show up and suddenly there’s no way to find the new forum.

    "The world is a mess, and I just need to rule it" - Dr Horrible
  • The user and all related content has been deleted.

  • Space PickleSpace Pickle Registered User regular
    Yes there has been some discussion around this, it’s probably worth asking but seems likely that the answer is no?

  • Jebus314Jebus314 Registered User regular
    Yeah if the answer is no, I really hope we are building in at least weeks (ideally a month) of time where this forum is completely locked with messaging everywhere of new content location. But even that is a bummer, as it would be nice to have like a year for the redirect to help remind infrequent visitors.

    "The world is a mess, and I just need to rule it" - Dr Horrible
  • Space PickleSpace Pickle Registered User regular
    Yeah people have been suggesting this, hopefully both forums can be open concurrently for a while to get the word out. There have been offers to spread the messaging in forum-adjacent communities as well (steam groups, hopefully also the various discords)

  • syndalissyndalis Getting Classy On the WallRegistered User, Loves Apple Products, Transition Team regular
    I actually want this place open, but with the threads locked and no new threads, for a couple months before the end, so that not only can we guide people over to the new forums, but also use the ability to log in here still and do DMs as a means of automatic verification that you are in fact, a space pickle and deserve to keep that name.

  • minor incidentminor incident publicly subsidized! privately profitable!Registered User, Transition Team regular
    Jebus314 wrote: »
    I wasn’t sure where else to ask this, but after the vanilla support expires will we be allowed to maintain a redirect page for some amount of time? Lots of pages have identifiers that say something along the lines of “you are going to an external site which is in no way affiliated with this site”. But it would be nice to have that in place for a little while, so that low information users don’t show up and suddenly there’s no way to find the new forum.

    I am assuming no, based on comments from the mods about PA wanting a clean break. However, I'm also hoping to have us live on the new forums by end February or March so that we'll have a couple of months where we can have our own message posted to everyone visiting forums.penny-arcade.com directing them to the new spot.

    Hell, New Jersey, it said on the letter. Delivered without comment. So be it!
  • spool32spool32 Contrary Library Registered User, Transition Team regular
    I think that makes a whole lot of sense - continuity sort of demands that we take some steps to be sure people are who they are and we can redirect returning folks to the new home when it's available.

  • PhyphorPhyphor Building Planet Busters Tasting FruitRegistered User regular
    Yeah open the new forums sometime in march, close everything here (except maybe allow new posts in the HQ for troubleshooting) and another big announcement. ~2 months for migration should be fine

  • Quantum TigerQuantum Tiger Registered User regular
    To be honest, I would not redirect part of my website to another website run by a bunch of strangers

  • Space PickleSpace Pickle Registered User regular
    To be honest, I would not redirect part of my website to another website run by a bunch of strangers

    yeah but Gabe and Tycho like us right?

  • aiouaaioua Ora Occidens Ora OptimaRegistered User regular
    Oh yeah like, i would not expect a blind redirect.

    Best case they host a landing page saying we moved and aren't part of PA any more.

    Most likely, if we're lucky Jerry mentions it in a newspost one time.

    life's a game that you're bound to lose / like using a hammer to pound in screws
    fuck up once and you break your thumb / if you're happy at all then you're god damn dumb
    that's right we're on a fucked up cruise / God is dead but at least we have booze
    bad things happen, no one knows why / the sun burns out and everyone dies
  • Jebus314Jebus314 Registered User regular
    It’s at least worth asking. Speaking of which, what’s the communication like to PA these days? Are mods basically just emailing the generic PA contact email and hoping someone see’s it? Do we have a list of questions we are working on so that it can be reviewed and then paired down to not overwhelm the contacts?

    So far I think a few questions have come up for PA corp and it would be nice to know what has or has not been communicated and who is working on it (or not).

    Questions I’m aware of so far:
    - deets on usage from current forums, unless Ramius already has that.
    - Can the forums retain a similar sounding name (like PAforums), or do we need a complete disconnect.
    - What’s their intention with the current forum data (are we allowed to migrate anything?)
    - a hosted page on the dead forums page when it goes, that mentions the community moved (if possible at least a mention of a google-able name to try and follow).

    I’m sure there’s more but just wanted to start a list for my own reference.

    "The world is a mess, and I just need to rule it" - Dr Horrible
  • DelzhandDelzhand Coin Return Admin Registered User, Transition Team regular
    There seems to be a lack of movement in this thread, so I thought I'd look into 501c7's myself. I'm not a lawyer, but I do know how to read. And I'm not sure about this route. There are a few requirements listed on the IRS website, the first of which is:

    * The club must be organized for exempt purposes

    It's clear from the examples that it's intended for groups that provide "facilities", but let's set aside that for a moment and look at the second:

    * The club must provide an opportunity for personal contact among members and membership must be limited

    Regarding personal contact:
    An essential earmark of an exempt social club is personal contact, commingling and face-to-face fellowship. Members must share interests and have a common goal directed toward pleasure, recreation and similar purposes. Fellowship need not be present between each member and every other member, as long as it is a material part in the life of the organization. A statewide or nationwide organization that is made up of individual members, but divided into local groups, satisfies this requirement if fellowship is a material part of the life of each local group.

    https://www.irs.gov/charities-non-profits/other-non-profits/social-clubs-requirements-for-exemption-personal-contact-required

    Regarding membership:
    Membership in a social club must be limited. A club that issues corporate memberships is dealing with the general public (the corporation’s employees) and is not exempt. Evidence that a club’s facilities will be open to the general public (persons other than members, their dependents or guests) may cause denial of exemption.

    https://www.irs.gov/charities-non-profits/other-non-profits/social-clubs-requirements-for-exemption-limited-membership

    The arguments that we satisfy these conditions are pretty semantic. We can say the forums provide "personal contact" in the form of text, and that membership is limited by "requires an email address", but I really have no idea if that will stand up.

    I can't find any secondary sources that suggest a 501c7 can be used for a purely online organization.

  • syndalissyndalis Getting Classy On the WallRegistered User, Loves Apple Products, Transition Team regular
    Delzhand wrote: »
    There seems to be a lack of movement in this thread, so I thought I'd look into 501c7's myself. I'm not a lawyer, but I do know how to read. And I'm not sure about this route. There are a few requirements listed on the IRS website, the first of which is:

    * The club must be organized for exempt purposes

    It's clear from the examples that it's intended for groups that provide "facilities", but let's set aside that for a moment and look at the second:

    * The club must provide an opportunity for personal contact among members and membership must be limited

    Regarding personal contact:
    An essential earmark of an exempt social club is personal contact, commingling and face-to-face fellowship. Members must share interests and have a common goal directed toward pleasure, recreation and similar purposes. Fellowship need not be present between each member and every other member, as long as it is a material part in the life of the organization. A statewide or nationwide organization that is made up of individual members, but divided into local groups, satisfies this requirement if fellowship is a material part of the life of each local group.

    https://www.irs.gov/charities-non-profits/other-non-profits/social-clubs-requirements-for-exemption-personal-contact-required

    Regarding membership:
    Membership in a social club must be limited. A club that issues corporate memberships is dealing with the general public (the corporation’s employees) and is not exempt. Evidence that a club’s facilities will be open to the general public (persons other than members, their dependents or guests) may cause denial of exemption.

    https://www.irs.gov/charities-non-profits/other-non-profits/social-clubs-requirements-for-exemption-limited-membership

    The arguments that we satisfy these conditions are pretty semantic. We can say the forums provide "personal contact" in the form of text, and that membership is limited by "requires an email address", but I really have no idea if that will stand up.

    I can't find any secondary sources that suggest a 501c7 can be used for a purely online organization.

    I think this is where spool would be able to weigh in, as the 501c7 was the instrument used for the exclusively online neverwinter nights service that he was a part of.

  • zagdrobzagdrob Registered User regular
    Delzhand wrote: »
    There seems to be a lack of movement in this thread, so I thought I'd look into 501c7's myself. I'm not a lawyer, but I do know how to read. And I'm not sure about this route. There are a few requirements listed on the IRS website, the first of which is:

    * The club must be organized for exempt purposes

    It's clear from the examples that it's intended for groups that provide "facilities", but let's set aside that for a moment and look at the second:

    * The club must provide an opportunity for personal contact among members and membership must be limited

    Regarding personal contact:
    An essential earmark of an exempt social club is personal contact, commingling and face-to-face fellowship. Members must share interests and have a common goal directed toward pleasure, recreation and similar purposes. Fellowship need not be present between each member and every other member, as long as it is a material part in the life of the organization. A statewide or nationwide organization that is made up of individual members, but divided into local groups, satisfies this requirement if fellowship is a material part of the life of each local group.

    https://www.irs.gov/charities-non-profits/other-non-profits/social-clubs-requirements-for-exemption-personal-contact-required

    Regarding membership:
    Membership in a social club must be limited. A club that issues corporate memberships is dealing with the general public (the corporation’s employees) and is not exempt. Evidence that a club’s facilities will be open to the general public (persons other than members, their dependents or guests) may cause denial of exemption.

    https://www.irs.gov/charities-non-profits/other-non-profits/social-clubs-requirements-for-exemption-limited-membership

    The arguments that we satisfy these conditions are pretty semantic. We can say the forums provide "personal contact" in the form of text, and that membership is limited by "requires an email address", but I really have no idea if that will stand up.

    I can't find any secondary sources that suggest a 501c7 can be used for a purely online organization.

    These are definitely the kind of questions we would be asking the lawyer when we setup the 501c7.

    As a not-lawyer, I feel that discussion in the forums between members definitely qualifies as personal contact. If we really wanted or needed to we could provide a space where people could use the forums to organize occasional local get togethers / dinners / etc which we know some groups of posters already do that seems like it would meet the other requirements even if online only talking doesn't meet the standard for personal contact.

    Since there is a registration process involved with joining and being able to post (and maybe read sections of the forum), my layman read is that meets the membership requirement. We don't allow the general public to use the forums in the same way we will allow registered users to do, so even if we don't charge dues or require some hours of service or something to participate it's still not 'public'.

    But again, lawyers will answer these questions for us.

  • enc0reenc0re Registered User regular
    edited November 2024
    When it comes to a 501c7, please keep in mind that the term "member" in this context would presumably not extend to all "members" that have joined the forum. I suggest we use the term member to refer to the 501c7 entity and the term forumer to refer to registered participants in our forum.

    I consider a likely outcome to be the following: forumers who maintain a monthly contribution level of $X may become members of the organization (subject to basic vetting). We may eventually extend additional privileges to such members. For example, if and when board membership transitions from fiat to a potentially elected structure, we may have members vote for those position.

    While we are talking legalities, the following has been bouncing around my head and I have been unable to come up with a good plan: board members will have their real names in our publicly-available filings. Considering that we at times have trouble with forumers bullying those they disagree with, that's something that requires some thought.

    enc0re on
  • Jebus314Jebus314 Registered User regular
    I’m not sure I would sign on to pay-walling forum decisions like elections of leadership positions. That seems shitty to poorer forumers.

    "The world is a mess, and I just need to rule it" - Dr Horrible
  • enc0reenc0re Registered User regular
    Jebus314 wrote: »
    I’m not sure I would sign on to pay-walling forum decisions like elections of leadership positions. That seems shitty to poorer forumers.

    Yeah, for sure. Big downsides to consider. And in any event a decision for probably years down the line. No need to litigate it now.

    It's just something that often is the case for clubs, membership requires vetting and monthly dues, so I'm using it as an example to illustrate the difference between a member and a forumer.

  • Space PickleSpace Pickle Registered User regular
    Jebus314 wrote: »
    I’m not sure I would sign on to pay-walling forum decisions like elections of leadership positions. That seems shitty to poorer forumers.

    I agree that money shouldn’t be the issue but the bottom line is that there needs to be a leadership group in place and some people will inevitably be excluded. For example, I am really invested in how the new forums turn out but I’m not American, so I’ll never be on the board of directors or whatever. It is what it is.

  • KadithKadith Registered User regular
    I think pushing these things off until a later date will certainly discourage myself and some others i've seen voice opinions

    Consulting with an attorney (unless someone has very specific experience matching our needs and desires) is certainly the first step because they can provide the options for what defines a member, can we say have a tiny one time fee for membership purposes and allow regular donations/payments and drives for operational funding?

    I firmly disagree with any vetting process more than verifying they are a person and there is no evidence they're joining to harass members.

    Since the goal is to have a community forum run by the community a cooperative legal structure for the entity makes the most sense, as such those values, principles and requirements for democratic election of officers should be enshrined in the founding bylaws and if there is a requirement for temporary officers during the founding process it should be defined how soon elections will occur and they should occur at a time sufficiently soon enough that the elected board members are part of the transition process and standing up the new community entity.

  • enc0reenc0re Registered User regular
    As a club, we would be required to get the majority (65%+) of our funding from members. In that sense, just about every forumer who contributes regularly will need to be granted membership. The reverse question is, to what extent do we extend membership to forumers who do not contribute?

    When I speak of vetting, I'm just talking about avoiding harassers, spammers, hostile takeover attempts, etc. At some point, one or more humans will be involved in processing a membership application. I sincerely doubt we'd want to 100% automate that.

  • DelzhandDelzhand Coin Return Admin Registered User, Transition Team regular
    edited November 2024
    Here are the barriers, as I see them:
    • Acquire funds to pay a lawyer
    • Decide what state to incorporate in (Delaware seems to be a top choice according the general web)
    • Contact a lawyer in that state
    • File paperwork with state, pay state fees
    • File paperwork with IRS, pay IRS fees

    We should try to figure out asap how we can pay a lawyer. Incorporation isn't strictly necessary to collect funds - it's more for tax purposes and community trust. It seems like we need an advance on that trust somehow. Either the community needs to assemble some seed money, or someone has to front the funds and be reimbursed once incorporation is all settled. We can't chicken-and-egg forever.

    Delzhand on
  • minor incidentminor incident publicly subsidized! privately profitable!Registered User, Transition Team regular
    Delzhand wrote: »
    We should try to figure out asap how we can pay a lawyer. Incorporation isn't strictly necessary to collect funds - it's more for tax purposes and community trust. It seems like we need an advance on that trust somehow. Either the community needs to assemble some seed money, or someone has to front the funds and be reimbursed once incorporation is all settled. We can't chicken-and-egg forever.

    This, I think, is going to be the biggest hurdle on the process, it's seeming like, because it requires a handful of people to take that leap of faith that this whole thing might actually work.

    Hell, New Jersey, it said on the letter. Delivered without comment. So be it!
  • WearingGlassesWearingGlasses Of the friendly neighborhood variety Registered User regular
    Can we Kickstarter the lawyer funds?

  • The user and all related content has been deleted.

  • V1mV1m Registered User regular
    All things considered I request and recommend that the new forum be hosted outside the US, if that's at all practical.

  • PhyphorPhyphor Building Planet Busters Tasting FruitRegistered User regular
    Won't matter if it's owned by a US corporation

  • AldoAldo Hippo Hooray Registered User regular
    V1m wrote: »
    All things considered I request and recommend that the new forum be hosted outside the US, if that's at all practical.

    Microsoft has server parks around Amsterdam. I'm not sure if a small club like ours can influence where data is stored.

  • V1mV1m Registered User regular
    Well there are non-trivial safety considerations now. I think it should be given some thought.

  • This content has been removed.

Sign In or Register to comment.