@Anton: I agree that the evil+(bankrupt with no warning) scenario is improbable enough not to worry about. What I am more concerned about is the possibility of SE going under suddenly as a result of someone else's evil, like theft or embezzlement. Also very unlikely, but as I say, we believe that it's unlikely we'll need to use the escape clause in any case.

The revised migration plan looks pretty good to me. I'd definitely recommend creating the Mathoverflow Foundation, and it would be good to list them in a few of the places where the agreement just says the moderators currently. For example, this would avoid confusion about what SE should do if there are disagreements among the moderators. (It would just reduce the question to what the foundation should do, but I think we'd all be happier having the foundation sort it out than having SE have to make the decision.) In practice, I imagine the foundation would cheerfully go along with anything reasonable the moderators proposed, but it would be nice to have an official organization answerable to the mathematical community and not controlled by SE. I think this would also go a long way towards ensuring that the community still thinks of MO as being by and for mathematicians.

Overall, I'm happy with how responsive the SE team seems to be to the concerns raised here. I'd been feeling a little pessimistic (especially when the meta.MSE discussion reminded me of how frustrating I sometimes find parts of the SE community), but maybe this will work out after all. :-)

So “personal and authentication data” does include individual vote owners? This is not clear in the current formulation.

Yes, it includes ALL private user data, though I agree this isn't clear in the current wording (it was made very clear in another email from Joel). We'll make sure this this addressed in the legalese version.

What if somebody registers a new account instead of transferring the old one and starts voting on the old questions for the second time?

Willie addressed this. There is a tiny amount of flexibility we lose in tracking down abuse, but the likelihood of abuse (and the magnitude of the damage) is minuscule.

Why can't the MathOverflow foundation control the “red button”?

Willie said "we just need to agitate on meta until one of the staff goes over and pushes the red button to start the election process". This is about as close to controlling the button as we can get. The only thing closer is to email the staff to ask them to push the button, which I bet would work too. I understand the sentiment, but we have to draw the line somewhere, and it's really hard to imaging how the tiny bit of control we give up here could possibly be abused.

@Spice: a legal contract between two parties is binding. Contravening terms of a subsequent contract entered into by a single such party are not binding. Generally there are indemnification/hold harmless clauses that deal with such matters.

I'm actually not so convinced that it's better to house power in an MO entity rather than in the moderators. It's more practical for the moderators to be able to do things with as little friction as possible (e.g. implementing some new footer javascript), rather than having to relay through a foundation as well as the SE team. I don't see why the MO owning entity should have any regular duties. And when it comes to one-time decisions, I think that the opinions of people who are embedded in the community (moderators) should not be completely trumped by some more detached governing board.

Of course, the MO owning board could consist essentially of the moderators (plus Ravi; anybody else?). If it ever happens that MO elects a moderator who we do not feel is worthy of having a big say in big important decisions, then something is already quite wrong.

PS: A year ago, I had a fairly long chat with some of the SE team in New York about what was going on with the drama on math.SE. One of the themes that came up was that moderators did not have a strong sense of ownership (if that's the right word) of the site. We should avoid duplicating this problem on MO years down the line.

I'm not a lawyer. However, my feeling is that if there is a foundation, then its board should be composed of fairly senior people instead of the moderators (+Ravi, who of course should be on it no matter how it is constructed). The purpose of the board is not to run things, but to represent the interests of mathematicians. Most likely this will involve almost no work, but a certain degree of seniority will give the board more credibility, especially if down the road they have to make any hard decisions.

I think by default the board should be roughly the moderators (plus maybe a couple senior mathematicians who are too busy to moderate but are trusted). Legally the board should choose who is on the board but there can be a strong social norm that it should be mostly the current moderators so long as those moderators are mathematicians.

While I believe the moderators should have some representation on the board, I want to pose an argument
for having mostly non-moderators comprise the board.

Neil Sloane set up the OEIS foundation to support a continuation of his efforts in making the
OEIS available as freely as possible. His foundation is asking for money to continue the effort.

The arXiv is essentially handled by Cornell University (I may have details wrong, but the point is
approaching) and some additional members who oversee its operation. That organization is trying
to get more funding.

In order to continue operating MathOverflow, at some point money will be needed, either because
StackExchange will not be able to maintain it for free, or the escape clause will be used and someone
else will have to provide the web servers and do the heavy lifting, regardless of the wealth of
people able and willing to moderate the forum.

I will not say that a board comprised primarily of academics will be a financially irresponsible
body. However, I submit (and am willing to be corrected) that most such boards will need to
turn to outside help in order to get and handle money, and to do the long term financial planning necessary.
I think the moderators and even some of the users should have a voice to provide the necessary
input to the governing board, but a well run board will have some members thinking about MathOverflow
as a trust, non-profit, or some other organization to be perpetuated and perhaps even grown.

If the board is comprised primarily of moderators, they will have to add more pressing concerns than
just day-to-day maintenance. I suspect the moderation will suffer or else the performance as
a well-run governing body will be poor.

If they have the inclination for being on a board, I would not deny any of the current moderators
the opportunity. I think the function of running a formal organzation is distinctly different from
moderating a forum, and that the same small group of people should not do both.

Gerhard Paseman, 2012.08.25

I don't see why the MO owning entity should have any regular duties.

I agree. What I'm imagining is that the trustees would consist of the founders of MO, some big names, and whoever else they asked to join, but it would not make sense to make all moderators automatically trustees. There would be an annual meeting (which could be attended by phone), since that's standard for this sort of organization, and this would be a chance to check in and make sure everything is going well with MO. Of course further meetings would be possible if they seemed useful, but I doubt that would be necessary (I suspect that anything else that came up could be handled by e-mail). The trustees would delegate any power they have over MO's day-to-day activities to the moderators, provided the moderators were able to reach consensus among themselves. Presumably the moderators would almost always be able to reach a consensus, but if they ever didn't, then the trustees would work with the moderators to resolve the disagreement. If it ever looked to the trustees like the moderators were making decisions that were not in the best interests of MO, then they could in principle withdraw this delegation and require formal permission for certain sorts of decisions, but that would be an emergency action that I do not think would ever happen. (I see it as one step short of leaving the stackexchange network, a last attempt to intervene in a situation with the potential to severely damage MO.)

Basically, I don't see this as having any real influence on how MO is run on a day-to-day basis. Partly it's symbolic, and partly it's to have a plan for what happens in case of disagreements. The current moderators are all great, and I expect this will continue. However, based on what I've seen on the SE network, it's not impossible that the community will someday vote in someone who is well meaning but stubborn or difficult to get along with, in which case serious disagreements could arise among the moderators.

Based on my experience with the PROMYS Foundation, I'd estimate that this would cost about two thousand dollars in lawyer fees to set up. (It's probably possible to do it more cheaply, but I'd bet it's easier to come up with money than time, so the goal should be to make setting this up as quick and straightforward as possible.) The one annoying part of charitable foundations in the US is soliciting donations, since that's heavily regulated by each state independently. If you don't want to actively solicit donations at this time (and I assume you don't), then setting everything up is very easy. If you ever decide you do want to, then it's a pain filing all the forms for the 40 states that require them (plus periodic renewals), but it's still straightforward.

I was wondering if there would be major concerns/issues if the ownership of MO is transfered to an already existing mathematical society like AMS.

That would be the cheapest way to set things up, and it would also take care of all the legal issues for fundraising. The big question is whether there's an organization that would be considered broadly acceptable within the MO community and by the founders, and that would be interested in taking on this responsibility. (My guess is that this option would take about as much effort as starting a foundation. The big advantage would be never having to worry about filing for soliciting donations.)

I agree with Francois. University administrations are nothing anyone should ever want to emulate!

It's not clear that 501(c) status (US nonprofit designation) is desirable at this time. There are lots of reporting requirements associated with 501(c) status, so we would then have non-trivial operating costs and we would therefore have to raise funds to operate.

Actually, 501(c)(3) status is easy. You've got to file IRS form 1023 to apply, and there's a one-time fee of $300 to $750 depending on how much money the organization plans to take in. After that, the reporting requirements are easy. For small-scale organizations (up to something like $50,000 in income), all you need to do is to file IRS form 990-N, called the e-Postcard. It's free and takes five minutes.

There's also state level filing and reporting, which can be more of a burden than the federal stuff. If you are registered in only one state, then it's not bad. For example, in Massachusetts you need to file form PC each year. It's slightly irritating, since they require you to attach IRS form 990-EZ, which is a little more time consuming than the 990-N the IRS requires, but 990-EZ is actually pretty easy (as the name suggests). If you make under $100,000, then there are no burdensome reqirements (e.g., CPA review) and just a $35/year filing fee. You also need to renew the Massachusetts charitable registration at $15/year. The net result is that it takes $50/year and one to two hours of time to maintain everything at both the federal and MA levels. Most states are pretty similar, although of course the precise details vary between states.

The initial IRS filing fee pays for itself, assuming you hire a lawyer to draw up the paperwork for the organization, since it gives you a tax deduction for those costs. All the costs after that are comparatively trivial.

This is assuming you only need to register as a charity in one state. If you solicit funds from the public, then you generally need to register in every state you are soliciting from (about 40 states require this). This is still straightforward and cheap per state but it's a lot of paperwork, so at that point you want to hire someone to do it for you, and then you need to be taking in enough money for that to make sense. So I'd recommend against mass fund raising unless you need it.

As far as governance goes, I think a cooperative model may better since MO is built on the idea of community management. This is not typical in academia where more hierarchical organizations prevail, but we could break the mold and keep MO close to the grass roots.

I think community management may be tricky from a legal perspective. Someone has to have decision-making power and responsibility for any assets, and they have a responsibility to ensure that everything is done in line with the organization's purpose and charitable status. (For example, if money is donated for one purpose, then someone has to have the responsibility and power to keep the community from using it for another purpose.) So there's no reason the trustees can't have a policy of deferring to the community whenever reasonable, and I think they should, but there can't literally be complete community management, without specifying someone who is open to lawsuits or criminal charges if things go awry (i.e., a trustee).

In the end, the community is the best judge of what is in its own best interests.

What I'd like this to do is to pin down who the relevant community is, specifically that it consists of mathematicians (together with mathematicians in training and other mathematician-equivalents). I have no interest in activist trustees who try to specify how mathematicians should use MO, but I do have some interest in the symbolic statement that MO is answerable to the mathematical community and not just to the stackexchange corporation or whoever predominates among stackexchange users.

It does look like 501(c)(3) would be straightforward if we continue to have minimal revenues and expenses. That's nice to know. Thanks Henry!

llmwl - the reputation will be (re)calculated as per SE norms. For instance I have roughly 8.5k rep at the moment, but will have about 6.3k after the move.

Given that the governance issue of MO (whether to incorporate, set up a charitable foundation etc.) can be discussed independently of the actual migration to SE2, wouldn't it be better to set-up a separate thread for it?

I think that the point was that (1) is - once we migrate - not in our direct control. If you mean to take the current moderators and make a board out of them, then I would have no quarrel with that. But if "is a moderator of MO" is taken as synonymous with "is on the board of MO" then I would have qualms since the first of these will officially be out of our control.

I disagree with Anton's identification of the two sets 1) and 4) in his post. I think all four are closely related, but are not necessarily done by identical sets of people. Here is a different divison:

1) Short term thinking, planning, and acting,
2) Long term thinking, planning, and acting.

I imagine that everyone involved will do some of both kinds of
thinking and planning. However, I see prioritized focus as key to
successful action. The moderators focus is more on 1) than on
2). The board's focus is more on 2) than 1). I would be quite
comfortable with all of the moderators being on the board, as
long as it was made clear which half were doing 1) primarily and
which half were doing 2) primarily. I would be quite uncomfortable
with the moderators being the board, as there would be noone who
could give near complete focus on either 1) or 2). I feel that at most
2 of the 6 current moderators should make 2) their primary focus, but
all 6 should (or at least are allowed to) provide input on 2).

Gerhard "Dividing In Order To Unite" Paseman, 2012.08.27

(I apologize in advance if I sound disagreeable. I promise that I'm really aiming to understand people's points of view better, and trying to communicate mine better.)

I disagree with Anton's identification of the two sets 1) and 4) in his post.

What exactly do you disagree with? If you're saying there is something wrong with my classification of different functions people can perform, you haven't specified what is wrong. For now, I will assume you are simply saying that you feel it is more useful (for some reason) to think of people as short or long term contributors rather than serving one of the roles I outlined. I disagree with this assertion.

Just about every discussion we have about whether a particular (short term) question should be closed takes place in the context of what would be best in the long term. I would not say that my contribution has been primarily short or long term, and I doubt other moderators would either. As far as I can tell, moderators seems to be equally active in email/meta threads about the future of MO as they are in email/meta threads about some particular troublesome user or situation (other moderators: please corroborate or contradict). Please try to explain why it is natural to insist that people focus primarily on short or long term goals. Are you suggesting that there is a situation where we're seriously considering migrating off of SE, and the moderators shouldn't be thinking much about it? (As an exageration to help you understand my confusion, I feel what you're proposing is similar to saying that each mathematician should focus primarily on proving lemmas or theorems, but not both.)

situations where we need to break the glass seem to me to mostly consist of situations where the moderator board is compromised.

I actually find those situations to be less likely reasons to break the glass. The more likely being that SE is bought by some company which threatens the community norms of all Stack Exchange sites. It seems that the set of moderators would only be compromised if the moderator elections were tampered with by the SE staff. Even if MO does get a flood of new users from the SE network (which I don't think is likely), they'd still have to earn 50 more rep on MO before they can influence an election. This is not easy!

In any case, isn't the problem of the set of moderators being compromised addressed by my proposal that "is a moderator" and "is on the board" be functionally but not actually synonymous? The only way that could be a problem is if it were possible to get several "trojan horse" moderators elected, have our community think those moderators are legitimate (and so grant them a seat on the board), and then turn out to be a problem. This could in principle happen regardless of who the board consists of.

If I were making the decision, I'd probably have a board that was half-and-half. The moderators for knowledge and the senior friends of MO for judgement.

It seems implicit that senior mathematicians have better judgement about internet mathematics, or that judgement about something is independent of knowledge about it. I think there is huge value in consulting people with a variety of levels of connection to MO, but I don't think they should all have a vote in whether MO migrates off of SE.

I've made an argument (in my previous post) that having non-moderators on the managing board of MO is not a good idea. I'm open to the possibility, but I want to understand clearly what the payoff is. What problem does it solve?

Over email, Ravi suggested some situations where it would solve a problem. For example, if MO needed money and a wealthy donor offered to bankroll it in exchange for a seat on the board, that would make sense. There are other situations where granting a spot on the board to some very high-profile person could be of great benefit. But let's not solve a problem that doesn't exist yet. If we establish an all-moderator board, it doesn't lock us out of the possibility of having non-moderators members in the future.

I agree with most of Anton says, but I think I can answer his question:

I've made an argument (in my previous post) that having non-moderators on the managing board of MO is not a good idea. I'm open to the possibility, but I want to understand clearly what the payoff is. What problem does it solve?

There's a possible advantage to having people on the board with experience in using the law in academic contexts, or experience in negotiating with commercial organizations. (When I say "using the law" I don't necessarily mean in an adversarial way; I include things like drawing up contracts.) Yes, you could bring such people onto the board at a later stage, as and when trouble arises. But if you want this kind of advice, isn't it better to have it from people who've been there all along and already have intimate knowledge of the workings of MO?

(It may be that the moderators themselves already do have this kind of experience — I don't know.)

A similar argument can be made for having one or two high-profile mathematicians on the board. They may eventually be needed to help make representations to other parts of the mathematical community, for example. This will look less convincing if they've only just been appointed to the board, expressly for that purpose.

A similar argument can be made for having one or two high-profile mathematicians on the board.

I think there is already universal agreement that Ravi Vakil should be on the board, and he certainly fits that bill.

Another option would be that the power is vested in the moderator board from six months in the past.

Now that I see the term migration board in Anton's recent post, I suspect I am talking at cross purposes with him. I may introduce confusion by noting the following, but my intent is to increase clarity.

The basic provision (for me, in this post) in the proposed form of contract, that an entity be formed to own the MathOverflow domain and decide (or be a formal and legal object to voice for those that decide) what to do with what it is charged with, is a step toward doing what is necessary for MathOverflow to endure, be it with or without the support of StackExchange. I can imagine a short term solution to deal with this provision (the contract, other short term consequences of migration, and so on), and while I think some nonmoderators should help with this aspect, I do not care if all or just one of the moderators form the board to deal with that.

Once most of that is past, one has a (hopefully) successfully migrated forum which is thriving, a group of moderators to maintain it, a company that is willing to host it mostly on our terms (yes, we do have some compromising to do), and an entity of trusteeship and/or ownership. This entity is what I refer to in my earlier posts, and most of my
concern is with what this entity will be post-migration.

I may misunderstand Anton, but reading his post and thinking of the term migration board suggests to me that he is subconsciously referring to what I call the short term in the post. If we need an all moderator board for the first year, so be it, but I don't think it necessary for the first year and I don't think it will be good for the first decade of MathOverflow.

Gerhard "Will Lobby For Brief Signatures" Paseman, 2012.08.31

Looking at the history of the comments, I suspect Anton is using "migration board" to mean "board that decides when and if to end the association with StackExchange" rather than "board to deal with the current migration to SE 2.0."

There's another potential issue regarding reputation recalculation that should probably be discussed: namely, bounties. When someone offers a bounty, the size of the bounty, or even the decision to offer it, is likely influenced by the offerer's current rep. For instance, someone might only offer bounties that would not take them below a particular threshold (10k, 3k, etc.). Most people will have decreases in their reputation (to varying degrees) upon transfer, and some may find that the bounties they have offered in the past are larger than they could "afford" after recalculation.

Speaking for myself, I can think of at least one bounty that is larger than I would have offered with the rep recalculation, and is likely to take my new rep below the 2k threshold. I don't regret it, since I received a superb answer after offering the bounty, but it does lead me to think about this issue.

I'm not sure there is a good way to deal with this, but I thought it should at least be brought up. One thing that I would be absolutely against is any "solution" that deprives the bounty recipients of the rep they earned by receiving the bounty.

@Charles: This is probably just water under the bridge. Many aspects of a user's participation in MO can be connected to their reputation; for example, voting to close, or edits. And the fact that in SE2.0 the questions are only worth 5 points may affect people's decision to ask (in either direction!) or to answer. It is not possible to rewrite history to pretend that the new system was always in effect and that everyone behaved perfectly rationally under it.

I don't think that the SE rule to reward upvotes of answers with 10 but upvotes of questions only with 5 is a good idea. In mathematics good questions are as important as good answers are!