![[personal profile]](https://www.dreamwidth.org/img/silk/identity/user.png){kind=small}
graycardinalAs indicated, this one's going to be long, so thar be cuts here. One other note: I actively encourage anyone reading this who's also following the wider discussions to link readers of said wider discussions over here; I'd like to see this aspect of the situation get wider attention than I've seen to date.
Now, then - first, some background:
I am a Bylaws geek. As far back as my junior high school days, I was the one who actually read student government Bylaws, noted the loopholes, proposed and wrote amendments to plug said loopholes, served on and chaired Bylaws Committees, and walked the narrow and wavy line between being a rules lawyer and a finder of ways around the rules, a role that held true straight through high school and college. My parents were involved with a variety of nonprofits in various capacities (as volunteers, officers, and/or in paid professional roles), such that I acquired "insider" perspectives on many of their activities. And as an adult, I've been involved with assorted nonprofits on my own, again in various roles, often related to Bylaws and/or publications & PR.
I don't propose here to look in depth at the story of how the OTW arrived at its current level of dysfunction. At this point, the details of how don't particularly matter, because the seeds of that dysfunction were planted all the way back at the founding. Nor does it matter (much) whether the relevant decision was conscious, or merely a failure of foresight. The fundamental problem is this: the OTW's operational structure and its Bylaws are fundamentally mismatched.
Bylaws 101
Here's why. There are, generally, three major sorts of nonprofit entities - businesses, clubs, and advocacy organizations. Many nonprofits wear more than one of these hats, but for present purposes these categories offer the most useful comparison. Businesses are outward-facing: they provide goods & services to the public and hire paid staff to do so. Clubs are inward-facing; they exist primarily to serve their own members, either individually or collectively. Advocacy organizations are "pass-through" mechanisms - they collect resources (both financial and people-shaped) and direct those resources toward the causes or activities unique to their particular field of interest.
The Bylaws for most business and advocacy nonprofits vest most or all power in the entity's Board of Directors. If there's a paid staff, its chief executive or president reports to the Board; if there are committees, they are usually either comprised of or under the explicit supervision of Board members. Organization members are mostly a source of revenue, and have little to no direct influence on the organization's activities save at the Board's pleasure, though they often receive tangible benefits for their dues. (Examples: your public television station, AARP.) By contrast, the Bylaws for most inward-facing nonprofits - fraternal organizations, local churches, homeowners' associations, and the like - are structured to provide checks and balances allowing for governance and oversight by those groups' members, who are also the primary beneficiaries and/or consumers of the organization's resources.
OTW's Bylaws
The OTW's Bylaws are a very basic business/advocacy document (save for the provisions for electing Board members). That *might* have been a reasonable fit for the organization at the time the group was founded, at which point it was much smaller and a high proportion of its resources were focused on advocacy. However, those Bylaws are a very bad fit for the OTW in its present form, for several reasons:
Drafting those Bylaws is (will be) a job best done by a professional - though probably not, in present circumstances, one recommended by or sourced from the current Legal Committee. That said, fortunately for OTW, actually adopting those Bylaws once written should be comparatively simple - precisely because the present Bylaws are extremely generic, they give the sitting Board direct authority to "make, alter, amend, or repeal" the existing Bylaws. There are provisions regarding required notices, and regarding changes that would "adversely affect" any class of members, but the existing Bylaws are such that it's hard to imagine any change that would qualify as an adverse effect.
Not a Cure-All
A straight-up revision of the Bylaws probably won't, in itself, solve all of the OTW's underlying problems. In particular, improved conditions for volunteers are contingent on major changes in AO3's management structure. As suggested above, I think AO3 is now large enough that it absolutely requires a minimum level of paid staff - not just IT professionals to wrangle code and maintain the servers, but also paid leadership to properly oversee and support the existing volunteer base.
AO3 also has a secondary but fundamental problem, one that's been alluded to in various quarters but not - I don't think - fully articulated to this point. It's this: in its current form, I don't think it's possible for AO3 to function simultaneously as an archive (as originally conceived) and a library (as it presently functions). An archive, definitionally, is a body of material stored for the purposes of preservation and research. As a rule, that means that only a small fraction of an archive's contents are actually in active use at any one time, and the users of an archive are primarily scholars of one sort or another. Indeed, many archival collections limit access to credentialed scholars or others with demonstrated interest in particular materials within the archive. AO3, by contrast, is a freely available resource used constantly by its readers and contributors for recreational purposes - essentially, as a tremendously large public library.
This duality is at the heart of some of AO3's present kerfuffles regarding racist content, and it's one that I'm not sure is fully resolvable. At the end of the day, it's far too late for AO3 to backpedal from the library it's become - and that may mean making some choices regarding problematic content that come down in favor of the users as opposed to the archivists.
Alternative Strategies
The Bylaws revision I've suggested above is not the only possible pathway toward successful OTW reform, though it's arguably the most straightforward. I've previously suggested the idea of spinning AO3 off into a separate nonprofit, precisely because it would greatly reduce the burdens AO3 places on the OTW board - and because an independent AO3 would also be simpler to govern than it is as an OTW sub-entity. That said, untangling AO3 from OTW would certainly be complex in the extreme - while it would make a lot of sense operationally, it may not be practical to try and sort out the financial issues that would need addressing in the event of a split.
One other avenue - more extreme in one sense, maybe more achievable in another - would be to dissolve the OTW entirely and reconstitute its components as individual single-purpose organizations. The finances would again be an epic wrangle, but if the result was to get (for example) the Legal Committee entirely out of AO3's collective hair, to set Fanlore and Transformative Works & Cultures up as independent entities, and thereby to allow each venture to thrive or stall on its own merits - then might the potential benefits outweigh the difficulties? I can see the sitting Board being mightily tempted by this option, if they were presented with a sufficiently detailed and legally vetted road map.
Now, then - first, some background:
I am a Bylaws geek. As far back as my junior high school days, I was the one who actually read student government Bylaws, noted the loopholes, proposed and wrote amendments to plug said loopholes, served on and chaired Bylaws Committees, and walked the narrow and wavy line between being a rules lawyer and a finder of ways around the rules, a role that held true straight through high school and college. My parents were involved with a variety of nonprofits in various capacities (as volunteers, officers, and/or in paid professional roles), such that I acquired "insider" perspectives on many of their activities. And as an adult, I've been involved with assorted nonprofits on my own, again in various roles, often related to Bylaws and/or publications & PR.
I don't propose here to look in depth at the story of how the OTW arrived at its current level of dysfunction. At this point, the details of how don't particularly matter, because the seeds of that dysfunction were planted all the way back at the founding. Nor does it matter (much) whether the relevant decision was conscious, or merely a failure of foresight. The fundamental problem is this: the OTW's operational structure and its Bylaws are fundamentally mismatched.
Bylaws 101
Here's why. There are, generally, three major sorts of nonprofit entities - businesses, clubs, and advocacy organizations. Many nonprofits wear more than one of these hats, but for present purposes these categories offer the most useful comparison. Businesses are outward-facing: they provide goods & services to the public and hire paid staff to do so. Clubs are inward-facing; they exist primarily to serve their own members, either individually or collectively. Advocacy organizations are "pass-through" mechanisms - they collect resources (both financial and people-shaped) and direct those resources toward the causes or activities unique to their particular field of interest.
The Bylaws for most business and advocacy nonprofits vest most or all power in the entity's Board of Directors. If there's a paid staff, its chief executive or president reports to the Board; if there are committees, they are usually either comprised of or under the explicit supervision of Board members. Organization members are mostly a source of revenue, and have little to no direct influence on the organization's activities save at the Board's pleasure, though they often receive tangible benefits for their dues. (Examples: your public television station, AARP.) By contrast, the Bylaws for most inward-facing nonprofits - fraternal organizations, local churches, homeowners' associations, and the like - are structured to provide checks and balances allowing for governance and oversight by those groups' members, who are also the primary beneficiaries and/or consumers of the organization's resources.
OTW's Bylaws
The OTW's Bylaws are a very basic business/advocacy document (save for the provisions for electing Board members). That *might* have been a reasonable fit for the organization at the time the group was founded, at which point it was much smaller and a high proportion of its resources were focused on advocacy. However, those Bylaws are a very bad fit for the OTW in its present form, for several reasons:
- OTW's financial resources are now sufficiently large that professional oversight thereof is arguably necessary in order to maintain the Board's fiduciary obligations.
- AO3 in itself is now so large that it cannot be realistically or efficiently operated on a 100% volunteer basis.
- Between AO3 and the OTW's several additional active projects, the Board as constituted lacks the infrastructure to provide effective oversight of OTW activities.
- AO3's (and Fanlore's) primary constituents - contributors and readers - have strong inherent interests in OTW governance, yet have no inherent access to any level of membership status.
- Effective power within OTW presently resides with the chairs of its various operational committees, several of whose actions the Board has been unable or unwilling to address despite significant indications of questionable conduct.
Drafting those Bylaws is (will be) a job best done by a professional - though probably not, in present circumstances, one recommended by or sourced from the current Legal Committee. That said, fortunately for OTW, actually adopting those Bylaws once written should be comparatively simple - precisely because the present Bylaws are extremely generic, they give the sitting Board direct authority to "make, alter, amend, or repeal" the existing Bylaws. There are provisions regarding required notices, and regarding changes that would "adversely affect" any class of members, but the existing Bylaws are such that it's hard to imagine any change that would qualify as an adverse effect.
Not a Cure-All
A straight-up revision of the Bylaws probably won't, in itself, solve all of the OTW's underlying problems. In particular, improved conditions for volunteers are contingent on major changes in AO3's management structure. As suggested above, I think AO3 is now large enough that it absolutely requires a minimum level of paid staff - not just IT professionals to wrangle code and maintain the servers, but also paid leadership to properly oversee and support the existing volunteer base.
AO3 also has a secondary but fundamental problem, one that's been alluded to in various quarters but not - I don't think - fully articulated to this point. It's this: in its current form, I don't think it's possible for AO3 to function simultaneously as an archive (as originally conceived) and a library (as it presently functions). An archive, definitionally, is a body of material stored for the purposes of preservation and research. As a rule, that means that only a small fraction of an archive's contents are actually in active use at any one time, and the users of an archive are primarily scholars of one sort or another. Indeed, many archival collections limit access to credentialed scholars or others with demonstrated interest in particular materials within the archive. AO3, by contrast, is a freely available resource used constantly by its readers and contributors for recreational purposes - essentially, as a tremendously large public library.
This duality is at the heart of some of AO3's present kerfuffles regarding racist content, and it's one that I'm not sure is fully resolvable. At the end of the day, it's far too late for AO3 to backpedal from the library it's become - and that may mean making some choices regarding problematic content that come down in favor of the users as opposed to the archivists.
Alternative Strategies
The Bylaws revision I've suggested above is not the only possible pathway toward successful OTW reform, though it's arguably the most straightforward. I've previously suggested the idea of spinning AO3 off into a separate nonprofit, precisely because it would greatly reduce the burdens AO3 places on the OTW board - and because an independent AO3 would also be simpler to govern than it is as an OTW sub-entity. That said, untangling AO3 from OTW would certainly be complex in the extreme - while it would make a lot of sense operationally, it may not be practical to try and sort out the financial issues that would need addressing in the event of a split.
One other avenue - more extreme in one sense, maybe more achievable in another - would be to dissolve the OTW entirely and reconstitute its components as individual single-purpose organizations. The finances would again be an epic wrangle, but if the result was to get (for example) the Legal Committee entirely out of AO3's collective hair, to set Fanlore and Transformative Works & Cultures up as independent entities, and thereby to allow each venture to thrive or stall on its own merits - then might the potential benefits outweigh the difficulties? I can see the sitting Board being mightily tempted by this option, if they were presented with a sufficiently detailed and legally vetted road map.
no subject
Date: August 27th, 2023 05:43 pm (UTC)Thanks for sharing these thoughts and analysis! I didn't know about the different forms non-profits often take, and yeah, it does seem like the OTW has elements of all three. They absolutely need to restructure the organisation to better suit its needs, and be easier to volunteer for (definitely could use some paid positions too).
I'm not sure that comparing AO3 to a brick-and-mortar archive or library makes sense... For one, I don't think it's inherently a good thing that archives are only used by a small subset of the populace or that some archives limit access to people with certain qualifications. The openness of access AO3 allows is a great thing, and indeed one of its core principles. Maybe it could be comparable to a digital library, if there are any that offer unlimited copies and never make items unavailable, but then libraries are curated, whereas you can post anything that isn't against the TOS and the collection keeps growing without oversight. Hmm.