Board of Directors Meeting - July 8, 2014

Log

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[18:51] <@NCommander> Alright, I'm ready to begin
[18:51] <@matt_> So, before we get to the agenda, a couple of quick points:
[18:52] <prospectacle> NCommander. Sorry to hear it, hope you're on the upswing.
[18:52] <@matt_> First: Our simple bylaws do not specifically allow board meetings over irc :( and we had less than the required 2 business days notice of this meeting :( but that's ok because we can take action without a meeting according to Article III, Section 11: "Action without a Meeting" :)
[18:52] <@NCommander> prospectacle, for the most part
[18:52] <@matt_> This works as long as "all members of the Board of Directors [...] consent thereto in writing or by electronic transmission, and such writings or electronic transmissions are filed with the records of the meetings of the Board of Directors", because "Such consent shall be treated as a valid and proper vote of the Board of Directors or committee thereof for all purposes".
[18:52] <@matt_> So, long-story short, any decisions that we make here need to be unanimous to be binding. We can change this by voting to amend the bylaws during this meeting, if you want, or we can leave that for later.
[18:52] <@matt_> Also, "Such filing may be in paper form if the minutes are maintained in paper form and may be in electronic form if the minutes are maintained in electronic form."
[18:52] <@matt_> So, first question: do we want to keep the minutes in paper form or electronic form (i'm guessing electronic). If electronic, the Secretary (who we will elect in a minute) should make a clean copy in a flat file (it can also go up on an edit-locked wiki page or equivalent, if you like).
[18:53] * NCommander votes for electronic
[18:53] * mrcoolbp votes electronic
[18:53] * matt_ also votes for electronic
[18:53] <@matt_> I also recommend that immediately after this meeting we confirm by email (i) our presence at this meeting and (ii) any votes that we take here, just in case any of us are sockpuppets ;o
[18:53] <@matt_> Ok, so i only have 8 agenda items (if you don't count items 2a-2c and 6a-6f as separate items :)
[18:53] <@matt_> We can add additional items as needed.
[18:54] <@matt_> Agenda items for discussion (some of which will require a vote):
[18:54] <@matt_> 1. Ratify the Certificate of Incorporation and Bylaws.
[18:54] <@matt_> 2. Elect officers:
[18:54] <@matt_> 2a. Required: Chief Executive Officer, President, Treasurer, Secretary
[18:54] <@matt_> 2b. Optional: Any others, including one or more Vice Presidents, Assitant Treasurers, Assitant Secretaries, Chairman of the Board, etc.
[18:54] <@matt_> 2c. Remember: Article IV, Section 3: "No officer need be a stockholder or Director. Any two or more offices may be held by the same person."
[18:54] <@matt_> 3. Authorize opening a business checking account in the name of the Corporation.
[18:54] <@matt_> 4. Authorize opening a PayPal account in the name of the Corporation.
[18:54] <@matt_> 5. Discuss the plan to offer subscriptions (and SWAG?).
[18:54] <@matt_> 6. Discuss upcoming expenditures:
[18:54] <@matt_> 6a. operational costs (hosting, QuickBooks, ...?)
[18:54] <@matt_> 6b. accountant ($1500 retainer, $1500 to file) + taxes ($500 MA, $500 DE)
[18:55] <@matt_> 6c. lawyer ($5000 retainer)
[18:55] <@matt_> 6d. commission original articles? how to structure? how much to budget? other ways to generate more original content?
[18:55] <@matt_> 6e. pay editors, developers, et al. or maintain all as volunteers at least until we are more sure about our finances?
[18:55] <@matt_> 6f. reimburse start-up costs or issue stock?
[18:55] <@matt_> 7. Open the floor to discussion of any other pressing issues: Amending the bylaws to include community involvement, SN's policy on Editorial Independence, ...
[18:55] <@matt_> 8. Adjourn!
[18:55] <@matt_> Any objections to this agenda or any items to add (can add later at any point too)?
[18:55] <@NCommander> .... damn ....
[18:55] <@matt_> = )
[18:55] <@NCommander> This is good
[18:55] * mrcoolbp says "nay"
[18:55] <@mrcoolbp> (no objections)
[18:55] <@NCommander> No objections here either
[18:56] <@matt_> cool.
[18:56] <@NCommander> Actually
[18:56] <@NCommander> wait
[18:56] <@matt_> k
[18:56] <@NCommander> Amend the bylaws for IRC meetings
[18:56] <@matt_> ok. added to item 7,
[18:56] <@NCommander> That was a stupid oversight, I think we had concerns about IRC meetings legally, but TBH, as long as the notes and minutes are filed properly, I don't think its the issue
[18:56] <@NCommander> Other than that, we're good
[18:57] <@matt_> Ok, first up: Item 1: Ratify the Certificate of Incorporation and Bylaws:
[18:57] <@matt_> Would anyone like to make a comment or shall we proceed with our first vote?
[18:57] <@NCommander> I think we can all vote on this, we've all looked at them extensively (and had considerably eye bleed)
[18:57] * NCommander votes to vote
[18:57] * mrcoolbp seconds
[18:57] * matt_ thirds
[18:57] <@matt_> Ok, let's put it to a vote. You can vote "Aye", "No", or "Present" (please don't vote "Present" ;-P ):
[18:57] <@NCommander> Aye
[18:58] <@matt_> Question: Does the Board of Directors of SoylentNews PBC (the "Corporation") hereby ratify the Certificate of Incorporation and Bylaws of the Corporation in their current form?
[18:58] <@matt_> Aye!
[18:58] <@NCommander> Aye!
[18:58] <@mrcoolbp> Aye!
[18:58] <@matt_> Resolved: The Certificate of Incorporation and Bylaws are hereby ratified in their current form.
[18:58] <@NCommander> Motion Carries, 3/0/0
[18:58] <@matt_> nice!
[18:58] <@matt_> Next up: Item 2: The election of officers. Remember: Article IV, Section 3: "No officer need be a stockholder or Director. Any two or more offices may be held by the same person."
[18:58] <@NCommander> (Aye/Nay/Abstain)
[18:58] <@matt_> First, the President:
[18:58] == Drop [~Drop___@via1-vhat2-0-3-jppz214.perr.cable.virginm.net] has joined #staff
[18:58] <@matt_> Bylaws, Article IV, Section 8: "The President shall be the chief operating officer of the Corporation and shall have general charge of its business operations, subject to the direction of the Board of Directors."
[18:58] <@matt_> I nominate Michael. Are there any other nominations?
[18:59] <@mrcoolbp> no
[18:59] <@NCommander> Question: since we need unambious voting, do I have to vote for myself?
[18:59] * NCommander rather abstain
[18:59] <@matt_> yes you do!
[18:59] <@mrcoolbp> haha
[18:59] <@NCommander> Damn
[18:59] <@matt_> :)
[18:59] <@matt_> All those in favor of electing Michael Casadevall to the office of President of SoylentNews PBC (or, in the event that such an election would be unlawful at this meeting, resolving that Michael Casadevall fill the vacancy in the office of President of SoylentNews PBC until such time as his replacement is duly elected and qualified):
[18:59] <@NCommander> Aye!
[18:59] <@mrcoolbp> Aye!
[18:59] <@matt_> Aye!
[19:00] <@matt_> Resolved: Michael Casadevall is the President of SoylentNews PBC.
[19:00] <@NCommander> Motion Carries, 3/0/0
[19:00] <@matt_> Next, the CEO:
[19:00] == Azrael [~Az@a-30-52-93-384.freedom7surf.net] has joined #staff
[19:00] <@matt_> The powers and authorities of this office are not specifically defined in the Bylaws, except insofar as Article IV, Section 11 states: "Subject to these Bylaws, each officer of the Corporation shall have in addition to the duties and powers specifically set forth in these Bylaws, such duties and powers as are customarily incident to his office, and such duties and powers as may be designated from time to time by the Board of Directors."
[19:00] <@matt_> I nominate Michael. Are there any other nominations?
[19:00] <@mrcoolbp> no
[19:01] <@matt_> NCommander, any other nominations for CEO?
[19:01] <@NCommander> No nominations
[19:01] <@matt_> All those in favor of electing Michael Casadevall to the office of Chief Executive Officer of SoylentNews PBC (or, in the event that such an election would be unlawful at this meeting, resolving that Michael Casadevall fill the vacancy in the office of Chief Executive Officer of SoylentNews PBC until such time as his replacement is duly elected and qualified):
[19:01] <@NCommander> Aye!
[19:01] <@matt_> Aye!
[19:01] <@mrcoolbp> Aye!
[19:01] <@matt_> Resolved: Michael Casadevall is the Chief Executive Officer of SoylentNews PBC.
[19:01] <@NCommander> Motion Carries, 3/0/0
[19:02] <@matt_> Next, the Treasurer:
[19:02] <@matt_> Bylaws, Article IV, Section 9: "The Treasurer shall, subject to the direction of the Board of Directors, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation, except as the Board of Directors may otherwise provide."
[19:02] <@matt_> Let's discuss this one.
[19:02] <@NCommander> So, we need to keep accurate books in a format an account can grok
[19:02] <@NCommander> And in a style that's auditable and understanding such as double-book accounting
[19:03] <@matt_> yeah. important to note, the Treasurer is not the only person who has _access_ to the books, accounts, etc.
[19:03] <@NCommander> I'd also like to have our books accessible to the public to the extent permissible by law
[19:03] <@matt_> the Treasurer simply is responsible for keeping them accurate, etc.
[19:04] <@matt_> Also worth considering: it takes some time, requires someone who has a good eye for detail...
[19:04] <@mrcoolbp> hmmm...eye for detail would be martyb/bytram
[19:04] <@NCommander> I don't like volunteering someone who isn't here
[19:05] <@mrcoolbp> agreed, just making an observation
[19:05] <@NCommander> In addition, we're likely going to need to use Quickbooks, so someone who is willing to use Windows or Mac OS X
[19:05] <@matt_> Agreed. While it would be nice to elect a Treasurer at this meeting, since we are required by law to have one, it would be fine to postpone that until later, if you wish.
[19:05] <@NCommander> I rather have someone fill the position in the interim
[19:05] <@mrcoolbp> well, I don't have a copy of quickbooks, but I do have a windows machine
[19:06] * mrcoolbp nominates self
[19:06] <@matt_> Good point.
[19:06] * matt_ seconds
[19:06] * NCommander seconds the nomination
[19:06] <@matt_> ok, standby :)
[19:07] <@matt_> All those in favor of electing Ben Prentice to the office of Treasurer of SoylentNews PBC (or, in the event that such an election would be unlawful at this meeting, resolving that Ben Prentice fill the vacancy in the office of Treasurer of SoylentNews PBC until such time as his replacement is duly elected and qualified):
[19:07] <@NCommander> Aye, with the condition that we bring this up next meeting
[19:07] <@matt_> that's not a voting option.
[19:08] <@mrcoolbp> lol
[19:08] <@NCommander> Aye
[19:08] <@matt_> let's try that again!
[19:08] <@matt_> All those in favor of electing Ben Prentice to the office of Treasurer of SoylentNews PBC (or, in the event that such an election would be unlawful at this meeting, resolving that Ben Prentice fill the vacancy in the office of Treasurer of SoylentNews PBC until such time as his replacement is duly elected and qualified):
[19:08] <@matt_> Aye!
[19:08] <@mrcoolbp> Aye!
[19:08] <@NCommander> Aye!
[19:08] <@NCommander> Motion Carries, 3/0/0
[19:08] <@matt_> Resolved: Ben Prentice is the Treasurer of SoylentNews PBC.
[19:08] <@matt_> Next, the Secretary:
[19:08] <@matt_> Bylaws, Article IV, Section 10: "The Secretary shall record the proceedings of all meetings of the stockholders and the Board of Directors in books kept for that purpose."
[19:08] <@matt_> Any volunteers?
[19:09] * NCommander nominates matt_
[19:09] * mrcoolbp seconds
[19:09] <@matt_> lol!. please stand by.
[19:10] <@NCommander> matt_, when you come to the meeting with an agenda that's on par with my site news posts, what did you expect :-P
[19:10] <@matt_> hah!
[19:10] <@matt_> All those in favor of electing Matt Angel to the office of Secretary of SoylentNews PBC (or, in the event that such an election would be unlawful at this meeting, resolving that Matt Angel fill the vacancy in the office of Secretary of SoylentNews PBC until such time as his replacement is duly elected and qualified):
[19:10] <@mrcoolbp> Aye!
[19:10] <@NCommander> Aye!
[19:10] <@matt_> Aye!
[19:10] <@matt_> Next, the Chairman of the Board of Directors (optional):
[19:10] <@NCommander> Motion Carries, 3/0/0
[19:10] <@matt_> Bylaws, Article IV, Section 7: "The Chairman of the Board, if one is elected, shall preside, when present, at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board shall have such other powers and perform such other duties as the Board of Directors may from time to time designate. In the event of a deadlock in voting on matters at meetings of the Board of Directors or of any Committee of the Board, the Chairman shall have an extra vote (casting vote) to break the deadloc
[19:10] <@matt_> *cough*
[19:11] <@NCommander> I think we should table this one
[19:11] <@mrcoolbp> second
[19:11] <@matt_> it is optional, after all.
[19:11] <@matt_> ok. tabled.
[19:11] <@NCommander> I think Martyb or mattie_p would work in this regard, but w/o them present, I don't want to nominate them
[19:11] <@matt_> Ok, would anyone like to elect any other officers, including one or more Vice Presidents, Assitant Treasurers, Assitant Secretaries, etc.?
[19:11] <@mrcoolbp> nay
[19:11] <@NCommander> nay
[19:12] <@matt_> nay
[19:12] <@matt_> Next: Item 3. Authorize opening a business checking account in the name of the Corporation.
[19:12] <@matt_> so, i had a good talk with a banker the other day.
[19:12] <@NCommander> Actually, side question, did we get our EIN yet?
[19:12] <@matt_> at BoA. The good news is that they don't need SSNs...
[19:12] * NCommander knows we applied for it
[19:12] <@matt_> yep, I sent it to you in the email with the incorporation docs.
[19:13] <@matt_> as an attachment (pdf)
[19:13] <@NCommander> Ah, brain fart
[19:13] * NCommander waits for the bad news
[19:13] <@matt_> However, they do require that anyone who will be a signer on the account present themselves in person...
[19:13] <@matt_> with photo ID, and to sign.
[19:13] <@matt_> But there is more good news, thankfully...
[19:14] <@matt_> in the case of multiple signers in different locations, each signer can go to their local branch to sign up :)
[19:14] <@NCommander> That might be problematic for me
[19:14] <@NCommander> I don't think BOA *exists* in Alaska
[19:14] <@matt_> really?
[19:14] <@NCommander> I haven't seen one
[19:14] <@NCommander> Checking Google Maps
[19:15] <@NCommander> There's a BOA ATM, listed as "Permanently Closed"
[19:15] <@NCommander> Hrm
[19:15] <@matt_> what sort of banks are there in your area?
[19:16] <@NCommander> Wells Fargo
[19:16] <@NCommander> They basically have a monopoly on the state
[19:16] <@matt_> hmm. that might work.
[19:16] <@NCommander> Its not a blocker, the next time I'm on the east coast I can drop into a BOA
[19:16] <@NCommander> But that might not be for a few months
[19:16] <@mrcoolbp> Bank of America Mortgage
[19:16] <@mrcoolbp> 579 Waddell St
[19:16] <@mrcoolbp> Homer, AK 99603
[19:16] <@NCommander> mrcoolbp, Homer is ney impossible to get to without a car
[19:16] <@matt_> perfect, NCommander, just pop down to Homer.
[19:16] <@matt_> oh.
[19:16] <@NCommander> I can rent one
[19:17] <@NCommander> Yeah, if the Alaska Railroad went there, it would be trivial but argh
[19:17] <@NCommander> -_-;
[19:17] <prospectacle> http://locators.bankofamerica.com/locator/locator/LocatorAction.do says no branches or atms in alaska
[19:17] <@NCommander> Cool, I caused the business equivelent of Abort/Retry/Fail :-P
[19:18] <@matt_> so, most of the day-to-day transactions will be on the payment processor account, anyway (i.e., paypal)
[19:18] <@NCommander> Well, I'd like to keep as little money as possible in PayPal
[19:18] <@matt_> good plan. of course, they won't let you transfer it out of a new account for a few weeks, usually...
[19:18] <@NCommander> That being said, I believe Linode accepts Paypal as a payment option
[19:18] <@mrcoolbp> cool
[19:19] <@matt_> shall we go with BoA, then add NC as a signer as soon as he is in the lower 48 again (or makes it to Homer)?
[19:19] <@mrcoolbp> I'm fine with it if NCommander is
[19:19] <@NCommander> I don't think it will be a problem, most of the site stuff can be set on auto
[19:20] <@NCommander> The only thing that requires manual intervention is the backup server, but we could just prepay it six months and forget about it
[19:20] <@matt_> All those in favor of opening a business checking account at Bank of America in the name of the Corporation:
[19:20] <@mrcoolbp> Aye
[19:20] <@NCommander> Aye
[19:20] <@matt_> Aye
[19:20] <@matt_> Resolved.
[19:20] <@matt_> Next up: Item 4. Authorize opening a PayPal account in the name of the Corporation.
[19:21] <@matt_> All those in favor of opening a PayPal account in the name of the Corporation:
[19:21] <@mrcoolbp> Aye
[19:21] <@matt_> Aye
[19:21] <@NCommander> Aye
[19:21] <@matt_> who is going to take care of that one?
[19:21] * matt_ can handle the BoA one.
[19:21] * mrcoolbp was going to do it
[19:21] <@matt_> cool.
[19:21] * NCommander notes, for the record, I <3 you guys
[19:22] <@matt_> Next: Item 5. Discuss the plan to offer subscriptions (and SWAG?).
[19:22] <@mrcoolbp> = )
[19:22] <@matt_> duly noted.
[19:22] <@matt_> =)
[19:22] <@NCommander> Let me get the SN article thread out about this
[19:22] <@matt_> so how is that plan coming along?
[19:22] <@NCommander> Since its a good reference
[19:23] <@NCommander> For context: http://soylentnews.org/article.pl?sid=14/06/17/2034252
[19:23] <@NCommander> To sumup, with discussions with the community
[19:23] <@mrcoolbp> http://soylentnews.org/article.pl?sid=14/06/17/2034252
[19:23] <@mrcoolbp> oops, too late, sorry
[19:23] <@NCommander> Our initial offering on the subscription front is $20/yr, with a small set of perks
[19:23] <@NCommander> Backend wise, we've got roughly 70-80 of that existing, as most of them were part of the "stock" slashcode subscription
[19:23] <@matt_> yep, i guess i was more asking if there was anything left to be done code-wise, etc.
[19:23] <@NCommander> Yeah, let me sum that up
[19:24] <@NCommander> The biggest headache is that slashcode works on a usage base model, not time based
[19:24] <@NCommander> While I understand WHY that was done, its confusing as heck TBH
[19:24] <@NCommander> I've dug into the codebase, and theorically, its not difficult to retool
[19:24] <@NCommander> The isSubscriber code is a single function, which does some fancy logic, fixing that (theorically) should be easy
[19:25] == rand [~rand@jsx-671.76-725-78.nts-online.net] has joined #staff
[19:25] <@NCommander> My first attempt blew my dev instance to hell :-)
[19:25] <@NCommander> We also need to do a bit to strip out the subscriber +1 functionality, and the ability to turn off the little star (that comment got repeated enough)
[19:26] <@matt_> yeah, i remember those comments.
[19:26] <@NCommander> It probably needs a weekend or two to get that bit working
[19:26] <@NCommander> Here's the hard part
[19:26] <@NCommander> We need to test to make sure /code properly intergrates with payment processors
[19:26] <@NCommander> FOr Paypal, that means we need a dev account
[19:26] <@matt_> yep. i actually did that on my website.
[19:26] <@matt_> _very_ painful.
[19:26] <@NCommander> I *don't* want day one with a few hundred users getting shafted because we did something stupid
[19:27] <@NCommander> The "make subscriber" thing is a callback from Paypal (it hits a URL on the site with a special "secretword" in the string), so its stupidly fragile
[19:27] <@matt_> ok. i guess all we should do at this meeting is confirm that getting that straightened out is a top priority.
[19:27] <@NCommander> Yeah
[19:27] <@matt_> unless you would like to delegate any specific tasks...
[19:27] <@matt_> but it sounds like you have things under control =)
[19:28] <@NCommander> I'll talk with paulej72 to see if he's willing to stomach it
[19:28] <@matt_> nice.
[19:28] <@NCommander> My time kinda limited at the moment
[19:28] <@NCommander> We need to figure out what, if any, other payment processors we want
[19:28] <@NCommander> Our community is likely to have an allergic reaction to paypal
[19:28] <@NCommander> There's also a second aspect
[19:28] <@NCommander> Do we want to require Paypal's extended verification
[19:28] <@matt_> yeah. any ideas for other payment processors?
[19:28] <@NCommander> i.e., requiring addresses and such, it reduces our liability but ...
[19:28] <@matt_> and what's involved in getting extended verification?
[19:29] <@matt_> oh. well we do have an address :)
[19:29] <@NCommander> Its a switchbox as far as I know
[19:29] <@NCommander> No, this is verifying the user
[19:29] <@matt_> Oh.
[19:29] <@NCommander> i.e., requiring them to put in an address and full name
[19:29] <@mrcoolbp> NCommander: so not this: http://www.digicert.com/extended-validation-ssl.htm  ?
[19:29] <@NCommander> mrcoolbp, no, though that reminds me of another thing we need to talk about :-)
[19:29] <@NCommander> matt_, can we amend the agenda on "SSL certificates/domain"
[19:29] <@matt_> I suspect once you set it up, you will get plenty of feedback from the community if they don't like what information is asked from them.
[19:30] <@NCommander> matt_, I think we should leave it off unless we start getting abused
[19:30] <@matt_> yep. i'll put that in item 7. as well.
[19:30] <@NCommander> Final point, merchant fees
[19:30] <@NCommander> Do we eat them, or charge them to the user
[19:30] <@NCommander> We never brought this up in any of the discussions
[19:30] <prospectacle> Just tell them you'll add various other payment options in the coming weeks (including pseudonymous ones), and these things take time. Most people would understand
[19:31] * NCommander notes if we really wanted to do, we could always accept checks in the mail if we wanted to be arcaic
[19:31] <@NCommander> But getting off topic
[19:31] <@matt_> I think it's nice to pay only $20 for something that says it costs $20. (which i guess means we eat the merchant fee?)
[19:31] <@mrcoolbp> I'm with you on that matt_
[19:32] <@NCommander> matt_, yeah, though I think for cases where tax applies (WA residents), that goes to the user
[19:32] <@mrcoolbp> yes
[19:32] <@NCommander> Ok, so lets note this
[19:33] <@matt_> ok, so the subscription plan is: NCommander talks with paulej72 to get the subscriptions working on the backend.
[19:33] <@NCommander> We need a paypal dev account, I think those are easy to get though
[19:33] <@mrcoolbp> I'll inquire about it when I setup the account
[19:33] <@matt_> yeah. you can also just put the normal paypal account into "test" mode instead of "live" mode.
[19:34] <@matt_> ok. if there's nothing else on subscriptions, let's move swiftly forward to...
[19:34] <@NCommander> matt_, oh, thats probably saner, though we should probably have a dev account, and have dev.sn.org always pointed at it
[19:34] <@matt_> SWAG!
[19:34] <@NCommander> I think we've beaten this dead horse enough
[19:34] <@matt_> any thoughts?
[19:34] <@mrcoolbp> coffee mugs and t-shirts
[19:34] <@matt_> i would buy one of each!
[19:34] <@NCommander> Off the top of my head, when I travel, I frequently send postcards, maybe offer special handwritten cards from unique places in the world (first one from Anchorage)
[19:35] <@NCommander> Pipedot did custom USB sticks
[19:35] <@NCommander> Like, really really freaking nice USB sticks
[19:35] <@mrcoolbp> Shall we look into getting a 3rd party that will do all the work/shipping for us?
[19:35] <@NCommander> So
[19:35] <@NCommander> ... I hate to ask this
[19:35] <@NCommander> Who owns the logo?
[19:35] <@mrcoolbp> NCommander: I think frogblast made it
[19:35] <@NCommander> Jon got it from the community
[19:35] <@mrcoolbp> but I'm not sure
[19:35] <@NCommander> I think we need to make sure we legally own it
[19:35] <@mrcoolbp> ug
[19:36] <@matt_> can we generate a backup logo?
[19:36] <@NCommander> I think FrogBlast disappeared, I haven't seen him in ages
[19:36] <@mrcoolbp> hold on
[19:37] <@NCommander> http://pipedot.org/story/2014-05-02/pipedot-usb-drive - BTW, the pipedot USB stick
[19:37] <@NCommander> We could preload a slashcode instance on it with a bootable dev environment
[19:37] <@matt_> a *niche* item to be sure =)
[19:38] <@matt_> any idea where bryan got them?
[19:38] <@NCommander> He's sometimes around on our IRC network, so it wouldn't he hard to ask
[19:39] <@NCommander> s/he/be/g
[19:39] <@matt_> mrcoolbp, do you want to be in charge of drafting a swag plan?
[19:39] <@mrcoolbp> yes, I'll look into it
[19:39] <@matt_> and/or be in charge of recruiting one or more volunteers to do it =)
[19:39] <@matt_> nice.
[19:40] <@NCommander> Just to summarize previous RL meetings, I think we had the following ideas
[19:40] <@NCommander> * customized UID t-shirts
[19:40] <@NCommander> (probably also have UID 1/AC shirt)
[19:40] <@NCommander> * USB drives
[19:40] <@matt_> yeah. how about the idea of a limited-edition of NC-signed versions?
[19:40] <@NCommander> * various SN shirts (conditional on making sure we don't have logo legal issue)
[19:41] <@NCommander> That's fine for me, with the note that its going to have addition charge due to AK->anywhere requiring more postal
[19:41] <@NCommander> (though we could do a variant on the usual "Free shipping*" * - except in Alaska)
[19:41] <@mrcoolbp> heh
[19:41] <@NCommander> Free Shipping in Alaska, all others pay cash :-)
[19:41] <@matt_> nice.
[19:41] <@matt_> unless there is anything else on swag, shall we move on to...
[19:42] <@NCommander> Final note
[19:42] <@NCommander> International shipping, we might have to look at VAT/customs/bleh
[19:42] <@mrcoolbp> = (
[19:42] <@matt_> :/
[19:42] <@NCommander> There's likely a vendor or two who can help us w/ that, but if we do it directly, we might have issues
[19:42] * NCommander has had issues just carrying equipment over borders
[19:43] <@mrcoolbp> ideally for ease-of-use I'd like to get a 3rd party vendor that will print/ship for us
[19:43] <@NCommander> I think the easiest solution is if we can find a vendor in the EU, which would allow us to ship across the scheign zone easily
[19:43] <@NCommander> Which would cover 75-90% of the userbase
[19:44] <@matt_> one commenter mentioned: http://www.topatoco.com
[19:44] <@NCommander> I'm familiar with them, a lot of smaller sites (and web comics) use the, with good success
[19:44] <@matt_> but, i think they may want us to have a known sales volume, etc.
[19:44] <@matt_> perhaps worth contacting them, though
[19:44] <@mrcoolbp> okay, noted
[19:45] <@NCommander> We could always get preorders from the community :-)
[19:45] <@NCommander> Boom, sales numbers
[19:45] <@matt_> ok, any more swag thoughts?
[19:45] <@NCommander> None off the top of my head
[19:46] <@mrcoolbp> nope
[19:46] <@matt_> Ok, Next is Item 6. Discuss upcoming expenditures:
[19:46] <@matt_> First: 6a. operational costs (hosting, QuickBooks, ...?)
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[19:46] <@matt_> I guess my question here is, are we in good shape as we are until the subscription revenue starts to come through?
[19:47] <@NCommander> So, as previously stated, hosting costs are about $300 USD per month
[19:47] <@matt_> ok. are you paying that month-to-month?
[19:48] <@NCommander> Yeah
[19:48] <@NCommander> Well, one node was prepaid a year by Jon
[19:48] <@matt_> are you able to continue to do that for a while?
[19:48] <@NCommander> (three of them were refunded, but one was left up)
[19:48] <@NCommander> Yeah
[19:48] <@NCommander> We need to seperate the linodes to a new account
[19:48] <@NCommander> They're hosted on my personal linode account in my name, we can do that with a ticket to Linode
[19:48] <@mrcoolbp> NCommander: that should be easy, just mind those Zone files this time = _
[19:49] <@matt_> and you (or is it mrcoolbp, now) are planning to buy QuickBooks?
[19:49] <@NCommander> Pfft, I haven't broken the site in months
[19:49] * NCommander hears omnious thunder
[19:49] <@mrcoolbp> matt_ hmm let me see
[19:49] <@matt_> are there any other operational costs that we're forgetting?
[19:49] <@NCommander> Linode+Kimsurfi (offsite backup)+domain costs (but those are prepaid 2 years)
[19:50] <@NCommander> Oh, SSL certificates
[19:50] <@mrcoolbp> matt_, I can grab a copy
[19:50] <@matt_> ah. how much will that be?
[19:50] <@matt_> mrcoolbp, nice! save the receipt!
[19:50] <@NCommander> So, I started the process with StartSSL.com
[19:50] <@NCommander> Its a three step process
[19:50] <@NCommander> Make account
[19:50] <@mrcoolbp> matt_, will do = )
[19:50] <@NCommander> Get personally verified ($70 USD), already done
[19:50] <@NCommander> Verify domain (free, done)
[19:50] <@NCommander> Get the organization verified ($128 I think, not sure what they want for verification)
[19:51] <@NCommander> Get a wildcard SSL certificate
[19:51] <@NCommander> I can handle organization verification, but to get the SSL certificate in the domain name, we need to get the WHOIS information pointed to the right place
[19:51] <@matt_> that reminds me, incorporation costs were $384 =)
[19:51] <@matt_> NCommander, yeah.
[19:51] <@matt_> that's in Item 7. =)
[19:52] <@NCommander> Indeed
[19:52] <@mrcoolbp> matt_ did you front all those costs too?
[19:52] <@NCommander> But I was bringing it up for completeness
[19:52] <@matt_> mrcoolbp, yep, it's paid.
[19:52] <@mrcoolbp> oh, thanks
[19:52] <@NCommander> If we take costs from golive, I'd estimate we're roughly $4k in the hole
[19:52] <@NCommander> possibly 5
[19:52] <@matt_> ok, shall we move on to: Item 6b. accountant ($1500 retainer, $1500 to file) + taxes ($500 MA, $500 DE)
[19:52] <@matt_> so, these are rough estimates
[19:52] <@mrcoolbp> ug
[19:52] <@NCommander> That might not be as hard
[19:52] <@matt_> the good news is...
[19:53] <@matt_> that most of them don't need to be paid for several months.
[19:53] <@NCommander> I have a CPA who might be willing to do it sans retainer for us
[19:53] <@matt_> our fiscal year ends on Dec. 31, so we need to file our taxes next spring.
[19:53] <@matt_> NCommander, nice!
[19:53] <@NCommander> Due to having a prior relationship with yours truly, and the one I discussed our tax situation w/
[19:53] <@NCommander> I'll have to get a business arrangement formalized the next time I'm in New York, but he saw no problems with it
[19:53] <@matt_> just something to keep on our radar screen, then. we should plan to get the accountant engaged before the end of the year.
[19:54] <@NCommander> Ack
[19:54] <@matt_> NCommander, great!
[19:54] <@matt_> when will you be in NY next?
[19:54] <@NCommander> I try not to be :-)
[19:54] <@NCommander> November at the latest
[19:54] <@matt_> i'm imagining you could just give him a call, instead?
[19:54] <@NCommander> Yeah, or email
[19:55] <@NCommander> But I'll probably have to sign legal paperwork, but its not a huge time crisis
[19:55] <@matt_> which brings us to: Item: 6c. lawyer ($5000 retainer)
[19:55] <@NCommander> So, if one thing we learned
[19:55] <@NCommander> Finding a good lawyer is incredibly hard
[19:55] <@matt_> true. and the good ones tend to be expensive.
[19:55] <@NCommander> Especially one well versed in business laws and non-traditional stuff
[19:56] <@matt_> perhaps it would be prudent to first get a sense of how much we can generate from subscription and swag revenue, and then regroup on the lawyer front?
[19:56] <@mrcoolbp> second ^
[19:57] <@NCommander> thirded ^
[19:57] <@matt_> fourthed ^
[19:57] <@matt_> oh, wait.
[19:57] <@mrcoolbp> uh
[19:57] <@matt_> =)
[19:57] <@NCommander> .... there are three people here >.>;
[19:57] <@matt_> ok, next: Item: 6d. commission original articles? how to structure? how much to budget? other ways to generate more original content?
[19:57] <@NCommander> Oh boy
[19:58] <@NCommander> So, while I"m pretty sure we can float our operational expenses off swag + subscriptions
[19:58] <@NCommander> Not sure that will bring in enough on its own
[19:58] <@NCommander> So I did some investigation of kickstarter/indiegogo (the later being my preferable choice)
[19:58] <@matt_> i will now share with you my favorite comment to my stem-cell post:
[19:58] <@matt_> "A. Good good extremely good. I felt I am at the right place reading this article."
[19:58] <@matt_> =)
[19:58] <@NCommander> Link? :-)
[19:58] <@matt_> so, basically it looks like the community would enjoy some more original content...
[19:58] <@matt_> http://soylentnews.org/comments.pl?sid=2730&cid=64653
[19:59] <@NCommander> Well, the congressional rep thing went over suprisingly well
[19:59] <prospectacle> I don't have voice, but: offer prizes for best article each week/month and the content quantity will take care of itself
[19:59] <@NCommander> (that was kinda shocking, considering it "just happened")
[19:59] <@NCommander> .voice prospectacle
[19:59] == mode/#staff [+v prospectacle] by juggler
[19:59] <@matt_> yeah, that was pretty awesome!
[19:59] <@NCommander> prospectacle, now you have a voice
[19:59] <@NCommander> So, here's roughly what I was thinking
[20:00] <@NCommander> We want to have people work on a trial basis, writing what they feel like more or less, sites like ars technica often have op-ed pieces, with research/reviews/etc.
[20:00] == SirFinkus [~SirFinkus@a-90-913-475-455.hsd9.wa.comcast.net] has quit [Read error: Connection reset by peer]
[20:00] <@NCommander> If someone can write, or we can mentor them, and the community likes them
[20:00] <+prospectacle> thanks. I said: "ffer prizes for best article each week/month and the content quantity will take care of itself"
[20:00] <@NCommander> prospectacle, we're all ops, so we can see it
[20:00] <@matt_> i was actually thinking of starting on a purely "per article" basis.
[20:00] <+prospectacle> oh, nevermind then
[20:00] <@NCommander> I think we should work out paying on an article basis.
[20:00] <@NCommander> damn it matt_, stop ninjaing me
[20:00] <@mrcoolbp> heh
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[20:01] <@matt_> wow!
[20:01] <@NCommander> So, I actually brought this up w/ the accountant on how do we pay people
[20:01] <@NCommander> We can basically 1099 (contractor) it, and call it good
[20:01] <@matt_> yep, i 1099 a bunch of people, it's really cool :)
[20:01] <@mrcoolbp> (quickbooks has a payroll function, but its per month)
[20:02] <@NCommander> mrcoolbp, 1099-MISC is a single piece of paper saying you gave someone this much money for X
[20:02] <@mrcoolbp> (meaning costs lik $20/mo)
[20:02] <@matt_> yeah, i use quickbooks payroll too (for employees). it's expensive, and they lock you in kind of.
[20:02] <@mrcoolbp> cool
[20:02] <@NCommander> They're stupidly easy to fill out
[20:02] <@mrcoolbp> NCommander: yeah I've seen one or two
[20:02] <@NCommander> So, couple of notes
[20:02] <@NCommander> I *hate* to put htis limitation
[20:02] <@matt_> mrcoolbp, i'm paying $79/month :/
[20:02] <@mrcoolbp> matt: eek
[20:02] <@NCommander> But US citizens, nations, and lawful permament residents only
[20:02] <@mrcoolbp> ah
[20:03] <@matt_> that's a pretty serious limitation.
[20:03] <@NCommander> matt_, the problem is running afoul another countries laws
[20:03] <@mrcoolbp> yeah, for a group of global volunteers
[20:03] <@matt_> did the accountant recommend that?
[20:03] <@NCommander> No, this is personal experience
[20:03] <@NCommander> For example, France requires you to be incorporated there if you hire more than X people
[20:03] <+prospectacle> Hiring people is good if you've got lots of money. Prizes are good if you don't.
[20:03] <@NCommander> prospectacle, most prize giveaways are limited
[20:03] <@NCommander> Prize laws are scary
[20:03] <@NCommander> And I mean scary scary
[20:04] <+prospectacle> ok,
[20:04] <@NCommander> There are a lot of legal redtape to make sure you aren't ripping people off, there's a reason most giveaways say:
[20:04] <@NCommander> Void in Florida, New York, California, North Dakota
[20:04] <@matt_> NCommander, i wonder if we really even need to 1099 someone if we are just saying: "submit your story on topic X, and if we accept it, we will pay you 50USD"
[20:04] <@matt_> it's basically a straight sale.
[20:05] <@matt_> they're not performing a service, they're just selling us their product.
[20:05] <@NCommander> matt_, Right, but if we wanted to send someone to a conference (i.e., linux.com.au), and recoup expenses
[20:05] <@NCommander> I don't see it as a sale
[20:05] <@NCommander> I doubt the IRS would either
[20:05] <@matt_> Yeah, that makes sense.
[20:06] <@NCommander> If we 1099 people, our asses our covered
[20:06] <@NCommander> If someone doesn't file their 1099s with the IRS, well, I hate to say it, thats there problem
[20:06] <@mrcoolbp> s/our/are/
[20:06] <@NCommander> Looping back to the international regulation bit
[20:06] <@NCommander> Its also more complicated, since its reveune derived from US soil
[20:06] <@NCommander> Which means even folks working for us internationally would have to file with the IRS
[20:07] <@NCommander> I *honestly* don't see how we could pay anything who isn't able to work in the United States at least in the immediate future
[20:07] <@matt_> yeah. perhaps we should keep it simple for now, and expand to international contractors after we have an accountant and lawyer engaged.
[20:07] <@NCommander> Yeah
[20:07] <@NCommander> I think realistically
[20:07] <@NCommander> We'd need a presense in the EU
[20:08] <@matt_> it really seems like getting original articles, interviews, etc. on the site in the near term could help bring in more users...
[20:08] <@NCommander> Its going to be a huge PITA, one we want to deal with, but "Not Enough Vespen Gas"
[20:08] <@NCommander> It appears we had a spike w/ that congressional article
[20:08] <@matt_> Really!?
[20:08] <@NCommander> Our UIDs registered shot up, I have't looked at piwik
[20:08] <juggs> perhaps give the option for the contributor to select to have their payment made to a charity of choice within the US?
[20:09] <@NCommander> juggs, ... that honestly could work
[20:09] <@NCommander> And if its a 501(c)(3), thats a tax rightoff for us
[20:09] <@NCommander> *write-off
[20:09] <juggs> avoids the int'l transfers hell
[20:09] <@matt_> NCommander, unless that gets us into donation-solicitation-registration issues?
[20:09] * matt_ is not sure
[20:10] <@NCommander> RIght
[20:10] <@NCommander> I think the international thing is too complicated
[20:10] <@NCommander> We can take things pro-bono
[20:10] <@NCommander> And perhaps be able to offer those people positions first if/when we can get them in internationally
[20:10] <@NCommander> Until then, unfortunately, we're going to have to limit it to those who legally reside in the United States
[20:11] <@NCommander> (I think the definition is "has a social security number that allows them to work")
[20:11] <@matt_> so, to articulate a plan: shall we 1. see how much we bring in from subscriptions, and 2. figure out if there is a budget to pay for original articles, etc.?
[20:11] <@mrcoolbp> it's a pity, but it's a large portion of our users methings
[20:11] <@NCommander> Site statistics disagree with you
[20:11] <@NCommander> I think 2/3rds are US based
[20:12] <@mrcoolbp> 2/3rds counts as a large portion NCommander
[20:12] <@matt_> The next point is somewhat related, so shall we move on to: Item 6e. pay editors, developers, et al. or maintain all as volunteers at least until we are more sure about our finances?
[20:12] <@NCommander> Well, I'd like to look at researching doing crowdfunding
[20:12] <@NCommander> A lot of people woul dlike to donate to us, which for legal reasons we can't do (yet)
[20:12] <@NCommander> But if a third-party does it for us, we're in the clear
[20:13] <@matt_> that sounds good.
[20:13] <@mrcoolbp> yes
[20:13] <@NCommander> The catch is reveune raised this was is "pure income", its going to get taxed to hell and back
[20:13] <@NCommander> Furthermore, learning from site stats
[20:13] <@NCommander> We're a pretty insural group
[20:13] <@NCommander> We have very little inbound traffic from third parties
[20:13] <@matt_> oh, don't worry, we'll spend it, so there will be no net income :)
[20:13] <@mrcoolbp> NCommander: also they take a portion of the "winnings" so-to-speak
[20:14] <@NCommander> mrcoolbp, for indiegogo, its 4% + %5 if you fail to meet your goal
[20:14] <@NCommander> (you keep what you raise regardless)
[20:14] <@mrcoolbp> okay
[20:14] <@mrcoolbp> that's not too bad
[20:14] <@NCommander> If you're a 501(c)(3), you get a discount, but thats not an option for now
[20:14] <@NCommander> The problem is promotion
[20:15] <@matt_> Ok, so the final "upcoming expenditures" item is: Item 6f. reimburse start-up costs or issue stock?
[20:15] <@NCommander> I prefer the former
[20:15] <@NCommander> Easier, and saner
[20:15] <@matt_> the issue is the following:
[20:16] <@matt_> i don't think that we want to get into the situation of signing up a bunch of subscribers, and then spending all of that money to reimburse ourselves, leaving the site broke.
[20:16] <@NCommander> WOrk out a payment plan, and just pay it back in small installments
[20:16] <@matt_> if we sign up 200 people within the next couple of months, that's $4000 USD, which doesn't even cover our start-up costs.
[20:16] <@NCommander> My concern w/ stock is legal stickiness, and we need a provision to have the board to buy back at a later date
[20:16] <@matt_> so i actually have a template for that :)
[20:17] <@NCommander> ....
[20:17] <@NCommander> I *really* shouldn't be suprised
[20:17] <@matt_> i think that the way to think about stock is:
[20:17] <@NCommander> if we go stock, its common stock
[20:17] <@NCommander> Not preferred
[20:17] <@mrcoolbp> yes agreed
[20:17] <@matt_> Our Certificate of Incorporation _only_ allows common stock. = )
[20:17] <@NCommander> Indeed
[20:17] <@matt_> it would have to be amended to allow Preferred.
[20:18] <@NCommander> I just don't want to accidently sell the corporation :-P
[20:18] <@matt_> hah!
[20:18] <@matt_> i like to think of it more like: the company is printing its own money...
[20:18] * NCommander refuses to make the related Futurama joke about toliet paper
[20:18] <@matt_> so, if we issue stock in exchange for "prior tangible and intangible contributions", then we don't have to reimburse.
[20:19] <@matt_> we can build in a buy-back agreement or anything else we want.
[20:19] <@matt_> it's just another contract = )
[20:19] <@matt_> this one is only 4 pages of solid legalese =)
[20:20] <@NCommander> I'm thinking more tax considerations on this, stock holders would have to pay capital gains tax (since the stock, as issued now) is worthless
[20:20] <@matt_> no capital gains tax if you elect an exemption under section 83(b) = )
[20:20] <@NCommander> .... you researched this way too much
[20:21] <@matt_> i made sure to research ways to avoid paying capital gains tax, for sure!
[20:21] * NCommander coughs
[20:21] <@NCommander> We could always pay for news articles with stock
[20:21] * NCommander ducks
[20:21] <@matt_> why don't i send around the template for your consideration?
[20:22] <@NCommander> Alright, though I'm still iffy on issuing any
[20:22] <@matt_> thankfully, we already have all of the stockholder provisions in the bylaws, so it shouldn't take too much paperwork.
[20:22] <@NCommander> My understanding was the provision for stock mostly existed to let us sell ourselves to the still theorical NFP parent organization
[20:22] <@matt_> anyway, something to think about, but I just wanted to bring it up...
[20:23] <@NCommander> Agreed
[20:23] <@matt_> ...since it's a way to avoid paying thousands of dollars.
[20:23] <@matt_> ok.
[20:23] <@matt_> Now: Item 7. Open the floor to discussion of any other pressing issues: Amending the bylaws to include community involvement, SN's policy on Editorial Independence, Amend the Bylaws for IRC meetings, SSL certificates/domain, linode accounts...
[20:23] <@NCommander> So, let's take it from the top
[20:24] <@matt_> go for it :)
[20:24] <@NCommander> I think we need a formal bylaw to make sure we can do IRC board meetings
[20:24] <@matt_> that was taking it from the middle :)
[20:24] <@NCommander> That was the first thing on the list :-P
[20:24] <@matt_> nope, it's the 3rd :)
[20:24] <@NCommander> Oh, brainfart
[20:24] <@NCommander> Ok
[20:24] <@matt_> anyway, i can draft an amendment to that effect, and circulate it.
[20:24] <@NCommander> Ahem
[20:25] <@NCommander> RIght, so lets action item matt_ on that
[20:25] <@mrcoolbp> second
[20:25] <@matt_> got it!
[20:25] <@NCommander> Amending the bylaws for community involvement
[20:27] <@matt_> how happy are we with our current voting system?
[20:27] * mrcoolbp ducks
[20:27] <@matt_> :)
[20:27] <@mrcoolbp> I'm hesitent to bind us to requiring the community to make any decisions, but we should at least get their opinions and consider them in many cases
[20:27] * prospectacle suggests meta.soylentnews.org
[20:28] <@matt_> i'm sure they'll understand as long as we tell them "we are listening"
[20:28] * matt_ ducks
[20:28] <@mrcoolbp> prospectacle: meta.sn is already in the works
[20:28] <+prospectacle> mrcoolbp++
[20:28] <Bender> karma - mrcoolbp: 8
[20:29] <@matt_> so, this is one of the few things that i don't have a template for. we are venturing into uncharted waters.
[20:29] <@mrcoolbp> Something like: "Whenever applicable, the community should be informed of and included in decision-making"
[20:30] <@matt_> perhaps we should throw it to the community? "How would you like to be involved?"
[20:30] <@mrcoolbp> perhaps
[20:30] <@mrcoolbp> I imagine a lot of ducking on my part due to vote-jokes will be required
[20:31] <@matt_> perhaps this is a chance to be bold!
[20:32] <@matt_> that was my only idea.
[20:32] <@mrcoolbp> how far through the agenda are we matt_?
[20:32] <@matt_> this is the last item :)
[20:32] <@matt_> and the hardest.
[20:33] <@matt_> (not the last sub-item, of course :)
[20:33] <@mrcoolbp> right
[20:33] <@matt_> it would be good to have some kind of plan on this.
[20:33] <@matt_> other than just "think about it some more", you know?
[20:34] * mrcoolbp is waiting for NCommander to chime in on this one
[20:34] <@matt_> oh, i know! since NC owes the community a mega-post on incorporation, he can include a question about how the community wants to be involved!
[20:34] <@mrcoolbp> that's a good idea
[20:34] <@NCommander> Damn it
[20:34] <@NCommander> I DCed silently
[20:34] <@NCommander> Last message I saw was five minutes ago
[20:34] <@NCommander> <matt_> how happy are we with our current voting system?
[20:35] <@NCommander> * NCommander hears load crickets
[20:35] <@NCommander> <NCommander> *loud
[20:35] <@NCommander> <NCommander> I think we still all have scars from the name vote
[20:35] <@NCommander> <NCommander> Furthermore, the biggest reason we didn't have a problem w/ sockpuppets and such is we more or less sprung it on the community w/ little warning
[20:35] <@NCommander> <NCommander> We're going to figure out a more robust system of voting which to the extent possible weeds out sock puppets, dupes, etc.
[20:35] <@NCommander> <NCommander> And intergrates into slashcode
[20:35] <@NCommander> <NCommander> I did a bit of work on this, but got sidetracked. Its not trivial, and going to be a rite PITA
[20:35] <@NCommander> <NCommander> I think this is more approiate as a longer term goal, we're not going to be able to solve this meeting, and I think its probably going to require a couple of NCommander posts to the community to resolve how we want to handle this
[20:35] <@NCommander> <NCommander> What it boils down to though, is the community rep position MUST NOT be a "in name only thing", a lot of organizations do stuff like this, but limit the power of those so the corporate interests always win
[20:35] <@NCommander> * NCommander remembers this from OpenSolaris, and other projects
[20:36] <@matt_> <matt_> oh, i know! since NC owes the community a mega-post on incorporation, he can include a question about how the community wants to be involved!
[20:36] <@NCommander> That works
[20:36] <@mrcoolbp> that's a good idea
[20:36] <@matt_> that seems like an easy next step.
[20:36] <@matt_> great!
[20:36] <@NCommander> I think I got rate limited
[20:36] <@NCommander> I'll take that action item
[20:37] <@matt_> which brings us to: SN's policy on editorial independence
[20:37] <@matt_> this is a very important issue for any serious publisher, i think.
[20:37] <@NCommander> Which brings us to the age-old debate on if SN should just cover tech news, or be more general
[20:38] <@mrcoolbp> I suggest we involve the community on that decision = )
[20:38] <@matt_> right. and also, who makes the final editorial decisions.
[20:38] <@NCommander> We probably need a "Chief Editoral Officer" or something
[20:38] <@matt_> in other words, putting it in writing that the editors have actual final say on what gets published.
[20:38] <@NCommander> Indeed
[20:38] <@mrcoolbp> yes
[20:38] <@matt_> ok. i can draft something to that effect.
[20:39] <@NCommander> We need a formal policy on it, and we also need a formal policy to handle retraction/corrections
[20:39] <@matt_> it doesn't really need to be in the bylaws, just the SN policy manual or something.
[20:39] <@matt_> yep.
[20:39] <@NCommander> Sooner or later, we're going to post something that's wrong, retracting it can go a long way to avoid the libel suit
[20:39] <@matt_> and a policy on user complaints, banning, etc, etc.
[20:39] <@mrcoolbp> TOS/EULA/Privacy policy?
[20:39] <@NCommander> We've got a lot of stuff to draw a formal policy from on that
[20:40] <@matt_> yeah. although we want to keep it simple enough that people will actually read it and understand it.
[20:40] <@NCommander> SO I probably shouldn't write it :-)
[20:40] <@matt_> hah!
[20:40] <@mrcoolbp> rofl
[20:41] <@NCommander> Pretty sure I'm approaching war and peace in terms of wordcount on the site
[20:41] <@matt_> ok. why don't i draft a section on editorial independence for the new SN Policy manual, and then we can regroup and figure out what other sections are needed?
[20:41] <@mrcoolbp> sure
[20:41] <@NCommander> We should get the editoral team looped into that discussion
[20:41] <@mrcoolbp> yes
[20:41] <@matt_> absolutely.
[20:42] <@NCommander> Lets not make it in a vaccum, if anything, when we do it, it blows up in our face
[20:42] <@NCommander> (subscriber 1.0 post anyone?)
[20:42] <@mrcoolbp> ?
[20:42] <@matt_> NCommander is still traumatized from that.
[20:42] <@NCommander> mrcoolbp, the first post about subscription ideas :-), which I tempted fate by saying "not-expecting-pitchforks dept"
[20:43] * mrcoolbp is thinking we should have invited other staff to this meeting
[20:43] <@NCommander> I was expecting, TBH, something a bit more businessnessy, less policy
[20:43] <@NCommander> Though our attempts to organize site meetings have tended to end in abysmal failure
[20:44] <@matt_> ok, so last sub-item of the last item is "SSL certificates/domain, linode accounts"
[20:44] <@NCommander> That's a big one
[20:44] <@NCommander> SO, right now, all the site assets are registered in various names (some of them likely false)
[20:44] <@matt_> so another reason that i wanted to bring up the reimbursement vs. stock issue is:
[20:44] <@matt_> if we go with the stock option, the "transfer of tangible and intangible property" is built in.
[20:45] <@matt_> so it gets taken care of in that way.
[20:46] <@NCommander> Make sure your stock proposal explains that bit :-)
[20:46] <@NCommander> But right now, we need to get all the site assets under the name of the business, as well as tabulate and figure out current debts
[20:47] <@NCommander> I'd like to know how deep the hole we're in is
[20:47] <@matt_> yeah. who else currently owns important site assets?
[20:47] <@matt_> in other words: who else owns anything that SN would be interested in owning?
[20:47] <@NCommander> So, I believe I have the Linode's, and you (matt_) has the domains
[20:48] <@NCommander> Ownership of the logo is unknown
[20:48] <@mrcoolbp> correct, I can email frogblast and try to get an answer on that
[20:48] <@matt_> if that's it, then it's pretty simple, relatively speaking.
[20:48] <@NCommander> We're unsure who submitted the name originally, but given its not trademarked, and it was proposed for the very purpose of creating the site, I think we're in the clean
[20:48] <@NCommander> *clear
[20:49] <@mrcoolbp> yeah I have a first name only on that one
[20:49] <@mrcoolbp> I could dig it up on the wiki if need be...
[20:49] <@NCommander> Given that this was a proposal for creating the site vs. altslashdot, honestly, I'm not hugely concerned on it
[20:50] <@NCommander> Its pretty cut and dry IMHO, "we need a name, submit ideas here", and we use it
[20:50] <@matt_> ok, so shall we re-state our todo lists before we adjourn?
[20:50] <@matt_> i have 4 items:
[20:51] <@matt_> 1. Email template combined stock and property-transfer agreement.
[20:51] <@matt_> 2. Draft and email amendment to Bylaws to allow IRC board meetings.
[20:52] <@matt_> 3. In collaboration with the editorial team, draft an "editorial independence" section of the SN Policy Manual.
[20:52] <@matt_> 4. Record the minutes of this meeting, and get confirmation from Michael and Ben by email of the votes that were taken.
[20:53] <@NCommander> How about set next meeting date
[20:53] <@NCommander> How frequently do we want to do these?
[20:53] <@matt_> could do if you want, or we could just do it by email, etc.
[20:53] <@matt_> it's just nice to have as much advance notice as possible :)
[20:53] <@NCommander> Well, do we want to do monthly, biweekly, or weekly?
[20:54] <@NCommander> Or something more arcane, like on every full moon :-P
[20:54] <@matt_> i think that we will need to have another one before too long to tie up the loose ends from this meeting.
[20:54] <@NCommander> How about a week from now, same time, same place?
[20:54] <@matt_> say in a week or so? it kind of depends on our progress...
[20:55] <@NCommander> It will be a quick meeting if not much has happened
[20:55] <@NCommander> This one was just long since we had to confirm the officers
[20:55] <@matt_> yeah, i can do one week from today at 7pm EST.
[20:55] <@NCommander> I can do one week from today 4pm AKDT
[20:56] <@mrcoolbp> hmm, I'm not 100% on it, I'll have to get back to you gusy
[20:56] <@mrcoolbp> guys*
[20:56] <@NCommander> Let's call it tentative meeting, assuming mrcoolbp can make it
[20:56] <@mrcoolbp> okay
[20:56] <@NCommander> if not, we can reschedule, I'm fairly flexible
[20:56] <@NCommander> THough I'm without home internet until Thursday
[20:56] * NCommander says bad things about GCI :-P
[20:56] <@matt_> ok.
[20:57] <@matt_> NCommander, how are you going to live without internet?
[20:57] <@NCommander> matt_, I moved into a starbucks
[20:57] <@matt_> i see :)
[20:57] <@NCommander> Which is why I DCed, had to fill out the nag screen again
[20:57] <@matt_> so, anything else for this meeting?
[20:57] * NCommander has been commuting to and from starbucks all week
[20:57] <@NCommander> :-)
[20:58] <@NCommander> Oh
[20:58] <@NCommander> One thing
[20:58] <@NCommander> We should post minutes to the wiki, and I"ll summarize them into the "we're incorporated" post
[20:59] <@matt_> ok. so, as Secretary, i am supposed to record the proceedings of this meeting.
[20:59] <@mrcoolbp> http://wiki.soylentnews.org/wiki/Staff_Meetings
[20:59] <@NCommander> mrcoolbp, probably want a new section, Board Meetings
[20:59] <@matt_> which means that I will print out a copy of this log, and put it in a safe :)
[20:59] <@mrcoolbp> k
[20:59] <@NCommander> Staff Meetings are site internal stuff
[20:59] <@NCommander> matt_, I can give you an admin bit on the wiki so you can protect pages
[21:00] <@matt_> cool.
[21:00] <@NCommander> matt_, let me know when you make a wiki account and I'll bless it
[21:00] <@matt_> will do!
[21:01] <@matt_> ok. anything else (for the official board meeting)?
[21:01] <@NCommander> Proposal: Close the meeting
[21:01] <@NCommander> Aye!
[21:01] <@matt_> All those in favor of adjourning?
[21:01] <@mrcoolbp> Aye!
[21:01] <@matt_> Aye!
[21:01] <@NCommander> Aye!
[21:01] <@matt_> The first Meeting of the Board of Directors of SoylentNews PBC stands adjourned!