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Issues to Be Raised at the Next Board Meeting

2015-05-05T00:24:44Z

BlackHole:

Board of Directors Meeting - May 4 2015

2015-05-05T00:23:20Z

BlackHole: Protected "Board of Directors Meeting - May 4 2015" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

[19:00] <@mrcoolbp> *** SN PBC Board Meeting Starts Now***
 [19:00] <@mrcoolbp> This meeting is not moderated, so please be respectful.
 [19:00] <@juggs> Agenda: http://wiki.soylentnews.org/wiki/Issues_to_Be_Raised_at_the_Next_Board_Meeting
 [19:00] <@matt_> Issue 1: Transfer of domains from matt_ to SN PBC.
 [19:00] <@mrcoolbp> you have the floor sir.
 [19:00] <@matt_> mrcoolbp, are you available to do this immediately following this meeting?
 [19:00] <@mrcoolbp> sure
 [19:00] <@matt_> great!
 [19:01] <@mrcoolbp> yAY
 [19:01] * NCommander hits the confetti button
 [19:01] * juggs sneezes
 [19:01] <@matt_> Issue 1.5: it's usually a good idea to confirm everything that we did last time, so...
 [19:01] <@matt_> All those in favor of adopting, approving and confirming all of the resolutions contained in the Action without a Meeting of the Board of Directors dated February 16, 2015:
 [19:01] <@mrcoolbp> Aye!
 [19:02] <@matt_> aye!
 [19:02] <@NCommander> aye
 [19:02] <@NCommander> ^!
 [19:02] <+CoolHand> aye
 [19:02] <@matt_> So resolved!
 [19:02] <@matt_> Issue 2: Progress on change of fiscal year end. _matt
 [19:02] <@matt_> believe it or not, all this requires is a simple board vote, so...
 [19:02] <@matt_> All those in favor of changing the Fiscal Year of the Corporation to end on June 30 of each year:
 [19:02] <@mrcoolbp> Aye!
 [19:02] <@matt_> Aye!
 [19:02] <@NCommander> Aye
 [19:02] <@matt_> So resolved.
 [19:03] <@mrcoolbp> Also, as a side note, I need to check with the CPA on this
 [19:03] == takyon [~takyon@Soylent/Staff/Editor/takyon] has joined #staff
 [19:03] == mode/#staff [+v takyon] by juggler
 [19:03] <@mrcoolbp> “registering with MA as a foreign corp. is accomplished by filing our first state return (due 3 months after the end of our FY), so I don't believe that we need to do anything on this before then. Ben, you could triple-confirm that with Mr. Mann”
 [19:03] <@mrcoolbp> so I will do that on Wednesday
 [19:03] * NCommander seriously <3's mrcoolbp for being our treasurer
 [19:03] <@mrcoolbp> matt_ are we all set as far as Delaware goes?
 [19:03] <@matt_> mrcoolbp, sounds good.
 [19:04] <@matt_> mrcoolbp, yes, we are all filed and paid in delaware.
 [19:04] <+Bytram> question: have we filed taxes at all, and if so, when and for what fiscal year?
 [19:04] <@mrcoolbp> not yet
 [19:04] <@matt_> we can change the fiscal year by amending our DE return at any time.
 [19:04] <@mrcoolbp> matt_ okay
 [19:05] <@mrcoolbp> matt_ let’s remember to do that = )
 [19:05] <@matt_> Bytram, we filed our annual Delaware franchise tax return (and paid the tax: about $450).
 [19:05] <+Bytram> oh,yeah... and we became a PBC on July 4, right?
 [19:05] <@matt_> mrcoolbp, will do.
 [19:05] <@matt_> Bytram, yes, easy to remember :)
 [19:05] <+Bytram> yuppers! thanks for the info!
 [19:05] <@mrcoolbp> Bytram: yes, and additionally, we don’t expect to pay any tax for this fiscal year
 [19:05] <@matt_> are we ready for: Issue 3: Statement of current financial position by Treasurer.
 [19:05] <@mrcoolbp> I think so
 [19:05] <+takyon> it's a complete accident that I launched IRC when this meeting started
 [19:05] <@mrcoolbp> = )
 [19:06] <@matt_> mrcoolbp, you have the floor.
 [19:06] <@mrcoolbp> okay
 [19:06] <@mrcoolbp> Here the financial update:
 [19:06] * Bytram has encountered situations where filing and stating he made no money is different from not stating anything.
 [19:06] <@mrcoolbp> Bank Account is at $2,561.60. The Funding progress (which accounts for all money taken in since January '15) shows $3,179 of $4,500 goal (71%).
 [19:06] <@mrcoolbp> That's not bad considering we have reduced our server costs that were used to get that goal, and we still have 2 months to close the gap. Furthermore, I've briefly worked up the next goal; for the 2nd half of 2015 we will need about $2,000. Review here: http://wiki.soylentnews.org/wiki/Finances2
 [19:06] <@mrcoolbp> I’ll just repaste that in case you missed it:
 [19:06] <@mrcoolbp> Review here: http://wiki.soylentnews.org/wiki/Finances2
 [19:06] <@mrcoolbp> Unless we can think of anything else we will need to spend money on, that's *less then half our current goal*.
 [19:07] <@mrcoolbp> So I’d say we are looking like we are in better shape
 [19:07] <@mrcoolbp> Especially if subscriptions continue to roll in around the same rate
 [19:07] <@juggs> No domains coming up for renewal in that time period?
 [19:07] <@juggs> or certs?
 [19:07] <@paulej72> mrcoolbp: do the 2nd half numbers reflect the new server costs
 [19:07] <@mrcoolbp> I don’t think so
 [19:07] * Bytram checks whois
 [19:07] <@matt_> nope, renewal is around March
 [19:07] <@mrcoolbp> paulej72 aye
 [19:07] <@mrcoolbp> some may be renewing yearly subscriptions around august
 [19:08] <+audioguy> I just paid for our 'backup domain' grepnews (org com net)
 [19:08] <@NCommander> If we truly get desperate, we could kill more, but it gets really ugly
 [19:09] <@paulej72> yes it does
 [19:09] <@juggs> Should grepnews be being paid for by the PBC rather than by audioguy ?
 [19:09] <@mrcoolbp> too late ?
 [19:09] <+audioguy> Consider it a gift
 [19:09] <+Bytram> soylentnews.org expires: 2016-02-09T01:50:26Z and sylnt.us expires: Wed Feb 10 23:59:59 GMT 2016
 [19:09] * NCommander hugs audioguy
 [19:09] <+audioguy> (2 year )
 [19:09] <@mrcoolbp> can we legally except gifts?
 [19:10] <@mrcoolbp> accept *
 [19:10] <@NCommander> I think we can receive a total of $600 dollars without declaring it, but must pay taxes on the value regardless
 [19:10] <@matt_> mrcoolbp, i believe that we can accept, we just can't solicit.
 [19:10] <+Bytram> can we offer an 'advert' thanking a donor?
 [19:10] <@NCommander> grepnews.org though likely has no value beyond the registration cost (if that counts)
 [19:10] <@juggs> I assume the domain is still in audioguy's name(?) - so no giftage has occurred at this point anyway :D
 [19:10] <+takyon> ^
 [19:10] <@mrcoolbp> understood, any other questions on the finances?
 [19:10] <@mrcoolbp> (and thanks audioguy)
 [19:11] <@NCommander> I want to note we got a $500 dollar subscription
 [19:11] <+audioguy> It is, but there is not bar to switching that naywhere at any time.
 [19:11] * Bytram is thinking of a plain text banner for some period of time thanking someone (who could be anonymous if they so choose) for supporting XYZ
 [19:11] * NCommander will not name the person who bought it, but some people are awesome
 [19:11] <+Bytram> ^^ agree
 [19:11] <@mrcoolbp> Aye, that person is fantastic!
 [19:11] <@mrcoolbp> Thanks to them
 [19:11] <+Bytram> mrcoolbp: question - what are our current server costs like?
 [19:11] <@mrcoolbp> about $260, hang on
 [19:11] <@NCommander> It should be lower than that
 [19:12] <+Bytram> how many servers did we used to have and what do we have now?
 [19:12] <@mrcoolbp> paulej72 ^
 [19:12] <@NCommander> Lighthouse was moved to my personal linode account
 [19:12] <+Bytram> paulej72++ # for consolidation efforts
 [19:12] <Bender> karma - paulej72: 12
 [19:12] <@NCommander> We killed carbon, and nitrogen
 [19:12] <@NCommander> We wanted to put a bullet in beryllium but that proved to be too much pain
 [19:12] <@paulej72> I kept the backups for helium, bery and boron with linode for 20/month.
 [19:12] <@paulej72> belt and suspenders
 [19:13] * NCommander notes bery is our white elephant -_-;
 [19:13] <+Bytram> ISTR we had 7 servers before consolidation? H He Be B C N O
 [19:13] <@mrcoolbp> Bytram: Okay, I beleive our server costs are down to $271.64 / month
 [19:13] <+audioguy> ubuntu os the white elepant :-)
 [19:13] <@NCommander> hydrogen is out of service, but will return with the rehash rewrite. helium is doing minimal duty
 [19:13] <@NCommander> audioguy, let's not rehash this argument
 [19:13] <@paulej72> let me get the real number
 [19:14] <+Bytram> I apologoize, I didn't want us to run down a rat hole, was just trying to get a feel for how much we've saved by the consolidation
 [19:14] <@mrcoolbp> I’m showing 7 servers active
 [19:14] <@mrcoolbp> plus the node balancer
 [19:14] <@juggs> So we killed 2?
 [19:14] <@mrcoolbp> Carbon and Nitrogen looks like
 [19:15] <@NCommander> 2x2 for the frontend, plus boron as the staff box, and bery
 [19:15] <@juggs> Cool - every little helps
 [19:15] <@paulej72> 270/month
 [19:15] <@NCommander> oxygen for offsite backup
 [19:15] <@mrcoolbp> aye
 [19:15] <@mrcoolbp> forgot that one
 [19:15] <@NCommander> And lithium, which strictly speaking is the most expendable, but you'll get a dev riot if we retire it
 [19:15] <@mrcoolbp> that’s $10 /month
 [19:15] <@paulej72> plus nodebalancer
 [19:15] <@mrcoolbp> oxygen is $10/month
 [19:15] <@juggs> I appreciate the time paulej72 put into the culling to save what seems like such a small amount
 [19:16] <@NCommander> The problem is everything is intertangled with each other :(
 [19:16] <@mrcoolbp> absolutely, nice work
 [19:16] <@NCommander> Even retiring nitrogen, which was chillax was a pain
 [19:16] <@NCommander> though once rehash goes live, we shouldn't have any single points of failure in our infrastructure
 [19:16] <@juggs> :D
 [19:16] <+Bytram> may not seem like much per month, but over time it really adds up.
 [19:16] <@paulej72> other than ldap :(
 [19:17] <@mrcoolbp> Do we have any other questions/discussion on finances?
 [19:17] <@NCommander> paulej72, that's on my TOKILL list
 [19:17] <@NCommander> paulej72, and boron kicks in as a backup, it just makes everything go much slower
 [19:17] <+Bytram> I have nothing further atm
 [19:17] <@juggs> I though Helium is ldap master and Boron ldap slave?
 [19:17] <@NCommander> juggs, that's the theory. It only semi-works in practice
 [19:17] <@juggs> boo
 [19:17] <@paulej72> No boron is no longer a viable ldap backup after 14_10 update
 [19:17] <@NCommander> Wait
 [19:17] <@NCommander> we upgraded to 14.10?
 [19:18] <@NCommander> THat's not a good thing
 [19:18] <@paulej72> 14_04 sorry
 [19:18] <@NCommander> *phew*
 [19:18] <@NCommander> I thought I fixed boron's LDAP
 [19:18] <@mrcoolbp> guys, lets try to stay on topic here
 [19:18] <@NCommander> SOrry
 [19:18] <@mrcoolbp> np
 [19:18] <@matt_> mrcoolbp, ready for the next issue?
 [19:18] <@mrcoolbp> I think so
 [19:18] <@paulej72> NCommander: not sure we got it working, you may have been thinking of fiking Hydrogen
 [19:18] <@matt_> Issue 4: Approve Treasurer CPA spend of ~$1200 (Treasurer to itemise retainer vs. one-off fees here).
 [19:19] <@mrcoolbp> okay: CPA wants a retainer of $500, invoices would follow as services are provided and payment is due on receipt. The year the expense would fall into is subject to discussion.
 [19:19] <@NCommander> Absolutely no issues with this, though I'd like it itemized before an actual aye
 [19:19] <@mrcoolbp> NCommander read above
 [19:19] <@NCommander> mrcoolbp, you ninjaed me :P
 [19:19] <@mrcoolbp> = )
 [19:19] <@juggs> that's rare
 [19:19] <+Bytram> could someone please explain what a 'reatiner' is?
 [19:19] <+Bytram> *retainer
 [19:20] <@mrcoolbp> it means we are engaging his services
 [19:20] <@NCommander> Bytram, basically, we pay the CPA $500 up front, and the initial expenses come from that, then addition feels come out of it.
 [19:20] <+Bytram> and periodically we send more $ to replenish it?
 [19:20] <@mrcoolbp> We are estimating spending around $1200, I’m going to do everything I can to keep that cost down, including inputting the transactions myself manually if possible
 [19:20] <@mrcoolbp> Bytram: kinda
 [19:20] <@NCommander> mrcoolbp, I remain available to help you with that.
 [19:21] <+Bytram> good enough for me; thanks!
 [19:21] <@mrcoolbp> NCommander: cool, but you might have to come to MA for that = )
 [19:21] <@juggs> Bytram, https://en.wikipedia.org/wiki/Retainer_agreement
 [19:21] <@NCommander> mrcoolbp, thats much more realistic than it used to be
 [19:21] <+Bytram> juggs: thnx
 [19:21] <@matt_> are there any other questions on this or are we ready for a vote?
 [19:21] <@NCommander> mrcoolbp, after May 17th, I should be able to travel freely for the following month
 [19:21] <+Bytram> NCommander: if you do come, pencil in june 14
 [19:21] <@juggs> Bytram, , kinda gives you the idea, but that wiki explanation is specific to lawyers
 [19:22] <@NCommander> I think we can vote
 [19:22] <@mrcoolbp> FYI: So basically vote at hand will approve me to spend up to $1200 on the CPA, more than that we will have to approve with the board
 [19:22] <+Bytram> juggs: thanks for the clarification
 [19:22] <@matt_> All those in favor of authorizing and directing the Treasurer to (i) engage a CPA on behalf of the Corporation, (ii) file any and all necessary tax returns and other filings on behalf of the Corporation, and (iii), use funds from the Corporation's accounts to pay any and all taxes and fees arising from (i) and (ii):
 [19:22] <@NCommander> aye on all points.
 [19:22] <@matt_> Aye!
 [19:22] <@mrcoolbp> Aye!
 [19:22] <@matt_> So resolved.
 [19:23] <@mrcoolbp> great, should we open up the floor?
 [19:23] <@matt_> mrcoolbp, sounds good. any other business?
 [19:23] <@paulej72> and let everyone fall to the sharks below
 [19:23] * juggs falls into the shark pit beneath the floor
 [19:23] <@juggs> uch
 [19:23] * Bytram drains the tank
 [19:23] <@mrcoolbp> The Floor is open for any items that are off agenda, does anyone have any questions or matters to bring before the board?
 [19:24] <+Bytram> I have one thing that's been lingering for awhile
 [19:24] <@mrcoolbp> Bytram has the floor
 [19:24] <+Bytram> I mentioned it at a staff meeting awhile ago and took a start at it, but needs to be followed through on
 [19:24] <+Bytram> soylentnews needs copyright notices on the site
 [19:24] <@NCommander> Second note
 [19:24] * Bytram is scanning wiki
 [19:25] <@NCommander> I'd like to license the site content CC-BY or similiar for all future posts and comments
 [19:25] <@paulej72> give me verbage and I'll add it to the templates where needed
 [19:25] <@mrcoolbp> Privacy Policy, Staff Manual, and Copyright notices are all on the todo, but I don’t think anyone is working on them
 [19:25] <@NCommander> If we ever piss off the community to point they want to fork, it would be hypocritical of us not to.
 [19:25] <+Bytram> mrcoolbp: that was the thing I was trying to locate
 [19:25] <@NCommander> ^let them do so "easily"
 [19:25] <@mrcoolbp> sure
 [19:26] == SirFinkus [~SirFinkus@q-37-359-375-883.hsd6.wa.comcast.net] has joined #staff
 [19:26] <@paulej72> NCommander: we can't license comments as CC-BY as we do not own them
 [19:26] <+Bytram> found it: http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Privacy.2C_Copyright.2C_Disclaimers.2C_Terms_of_Use.2C_and_DMCA
 [19:26] <@paulej72> we eat least have that verbage on the site
 [19:26] <@mrcoolbp> FYI not sure this is board-decision stuff, I think this all falls under day-to-day operations
 [19:26] <@mrcoolbp> Privacy Policy might be a board thing though
 [19:26] <@NCommander> paulej72, this won't be retroactive, simply going forward
 [19:27] <+Bytram> mrcoolbp: good point, but this has been lingering for quite a while and it is my concern that there may be repercussions if we don't get these posted
 [19:27] <@mrcoolbp> good point, thanks for brining it up
 [19:27] <@paulej72> sure, but by licensing them as cc-by does that mean we hold ownership or are we forcing the owner to license them as cc-by
 [19:28] <@mrcoolbp> I suggest we send these things out to the staff-list with a review period of 1 week or so
 [19:28] <@matt_> mrcoolbp, i think that having the corp. take a legal position like adopting a copyright policy would probably be a good thing to have the board consider and vote on.
 [19:28] <@mrcoolbp> matt_ yeah I changed my mind and agree
 [19:28] <@juggs> aye
 [19:28] <@mrcoolbp> let’s send these to the staff for review
 [19:28] <@NCommander> As a note
 [19:28] <@NCommander> Anythign affecting the community, we *need* to post it publicly, and get feedback. We're not DICE.
 [19:29] * NCommander still remembers subscriptions 1.0
 [19:29] <@mrcoolbp> okay, so staff first, then post on the site before we make an official decision maybe?
 [19:29] <@NCommander> Yeah
 [19:29] <+Bytram> NCommander: agreed, but what I'd written so far, is not yet fit for public consumption; it is stiull a *draft* and is in great need of other input
 [19:29] <+Bytram> ninjad
 [19:29] <@NCommander> Bytram, we have a community, leverage it :)
 [19:29] <@juggs> :D
 [19:29] <+Bytram> I got the ball rolling, I need someone else to take the ball now
 [19:30] <+CoolHand> Bytram: can you post draft as a story on dev server for staff to comment on?
 [19:30] <@mrcoolbp> I think the privacy policy is in a decent state thanks to TMB
 [19:30] <+audioguy> How about the users? Any change in copyright expectatins will affect their past comments.
 [19:30] <@paulej72> we have a staff slash server, but the new staff do not have logins
 [19:30] <@paulej72> yet
 [19:30] <+Bytram> dev is subject to destruction... maybe 'another' place would be good.
 [19:31] <@mrcoolbp> audioguy: the plan is to post to the main page for review with them once we have something decent
 [19:31] <@NCommander> audioguy, which why it won't be retroactive. Old comments/stories will remain in the legal limbo they're in right now.
 [19:31] <+audioguy> Would be nice to cleanup that limbo.
 [19:31] <@mrcoolbp> hmm
 [19:31] <+Bytram> and THAT is why I am bringing this up again.
 [19:31] <@NCommander> audioguy, couldn't be done unless we contact everyone. Strictly speaking with AC, we could possibly get away with it.
 [19:31] <@juggs> If nothing is stated, then surely the copyright still lies with the author no?
 [19:32] <+audioguy> Twiki has a a 'web' for staff already set up and everyone should have access through kerberos
 [19:32] <@mrcoolbp> audioguy: not all the new staff has kerberosis, no need to keep this private I think
 [19:32] <@NCommander> I'm not sure of the exact legal terms, but if a work has no known creator, it may fall into the public domain. There was a few court cases on this specific issue, but damned if I can remember them
 [19:32] <+Bytram> that's what it says atop the omments for a story: "The following comments are owned by whoever posted them. We are not responsible for them in any way. "
 [19:32] <@paulej72> the new eds do not have kerberos logins, they need to provide ssh keys for that to be set up
 [19:33] <@mrcoolbp> audioguy: though I think we aren’t taking advantage of that system yet
 [19:33] <@NCommander> paulej72, the kerberos database is seperate from LDAP, just create a principle for them.
 [19:33] <+takyon> do we need a change to copyright policy?
 [19:33] <@paulej72> they need to be able to set their passwords
 [19:33] * NCommander sighs
 [19:33] <@juggs> takyon, we need A copyright policy :D
 [19:33] <@mrcoolbp> takyon: I think we need to more formalize and approve one
 [19:33] <@NCommander> Remind me to write a simple and dirty kerbneros password change script
 [19:34] <@mrcoolbp> NCommander: write a simple and dirty kerbneros password change script
 [19:34] <@NCommander> takyon, the world won't end if we don't; slashdot went 20 years without one, but I rather not have us in limbo.
 [19:34] <@NCommander> !todo write a simple and dirty kerberos pw changer
 [19:34] <Bender> todo item 8 added
 [19:34] <@NCommander> ... I have todos?
 [19:34] <@mrcoolbp> heh
 [19:34] <+CoolHand> lol
 [19:35] <@NCommander> I have another point to bring up if we're through w/ copyright and license stuff
 [19:35] <+Bytram> is there anything else on the copyright, etc stuff?
 [19:35] <+cmn32480> I believe that some of the new editors DO have Kerberos logins
 [19:35] <@mrcoolbp> Bytram: On the copyright policy, give it a once over tonight, then send it out to staff for review
 [19:35] <@mrcoolbp> I’ll work on the other items
 [19:35] <@NCommander> I generated a bunch last time mrcoolbp added some and emailed them passwords
 [19:35] <+Bytram> if we're not at this too long, I should be able to do that.
 [19:35] <@mrcoolbp> oh well good
 [19:36] * Bytram will post on staff server with a link in email
 [19:36] <@NCommander> yay
 [19:36] <@mrcoolbp> I think we are wrapping up. The floor is still open if anyone has anything else on this or other items?
 [19:36] <+takyon> how about that disagree mod bug/issue, paulej72
 [19:36] <+Bytram> mrcoolbp: just a quick questions
 [19:36] <@mrcoolbp> sure
 [19:36] <+Bytram> is there anyone here who needs voice?
 [19:36] <@NCommander> takyon, can you summarize the bug? I wasn't aware of it
 [19:36] <@juggs> Bytram, channel is not moderated
 [19:36] <@mrcoolbp> Bytram: negative, we are non-moderated
 [19:36] <@mrcoolbp> damn, ninja
 [19:36] <+takyon> if you mod a post Disagree, you can then mod that post Underrated or Overrated
 [19:36] <+Bytram> oops. nvm.
 [19:37] <+takyon> probably the same with Agree if that gets added
 [19:37] <@NCommander> ideally, the mod bar should vanish if you've alreayd moderated a post.
 [19:37] <+Bytram> takyon: so, we could get '+5 Disagree' ??
 [19:37] <+takyon> I don't mean the same person modding a comment twice
 [19:37] <@mrcoolbp> that was always the idea Bytram
 [19:37] * Bytram smiles at the irony
 [19:37] <@paulej72> takyon: I have not looked at it yet, or submitted a proper bug for it yet
 [19:37] <@NCommander> Bytram, takyon, that can already happen. Disagree is implemented as a +0 mod
 [19:38] <+Bytram> k
 [19:38] <@mrcoolbp> I think takyon is saying that Underrated is meant only for things with negative mods
 [19:38] <@mrcoolbp> but again this is general operations stuff
 [19:39] <+Bytram> I have nothing more
 [19:39] <@matt_> <@NCommander> I have another point to bring up if we're through w/ copyright and license stuff
 [19:39] <@mrcoolbp> ^^
 [19:40] <@mrcoolbp> NCommander: you have the floor
 [19:40] <@NCommander> This isn't strictly a board item, but since all the staff are here, this seems like the right venue
 [19:40] <@NCommander> For those who weren't around 4/1, we did a massive community event which was accepted postively all around
 [19:40] <@NCommander> I'd like for us to do more of those, and regularly
 [19:41] <+takyon> you mean the event where that one guy droned on while playing rouge-alikes?
 [19:41] <@NCommander> Since they really show that we (the staff) are humans, and not drones sitting in cubicles
 [19:41] <@NCommander> takyon, yeah, that guy! certifiable he is :)
 [19:41] <@NCommander> takyon, we had mrcoolbp, Bytram and a few others on the stream with me, which is why I been thinking a lot about it
 [19:41] <@paulej72> arn't we all certifiable
 [19:42] <@mrcoolbp> yes
 [19:42] <@juggs> The 4/1 was really well done - outrageous (but real) stories just when people were expecting fool nonsense. Most classy I though :)
 [19:42] <+audioguy> So you want April Fools Day to happen more often? :-)
 [19:42] <+takyon> I nominate Dark Souls as the next game
 [19:42] <@NCommander> audioguy, not exactly, just an event where people can come, interact with the staff, and throw tomatos if they so choose
 [19:42] <+Bytram> I suspect we are all *here* because we are not *all* here
 [19:42] <@paulej72> Doom
 [19:42] * NCommander rather play Duke Nukem 3D vs Doom.
 [19:42] <+CoolHand> stay on target
 [19:42] <@NCommander> Anyway
 [19:43] <@NCommander> The point is, the staff tend to be shrouded in a veil of mystery
 [19:43] <@mrcoolbp> a little
 [19:43] <@paulej72> misery
 [19:43] * juggs jiggles the veil away
 [19:43] <+audioguy> The editors seem to be well known.
 [19:43] <+CoolHand> well know/hated, same thing eh?
 [19:43] <+audioguy> Sure :-)
 [19:43] <@NCommander> We may comment of some articles here or there, but in general, there isn't a lot of outlets to talk to us except IRC, and usually its either mrcoolbp or myself since we're the two most frequent posters to the Soylent category
 [19:44] <@NCommander> er, IRC, or an outreach article
 [19:44] <+audioguy> Staff comments on articles, we could have a littel morker someone is staff.
 [19:44] <+audioguy> er marker
 [19:44] <@juggs> Maybe we ought to stand up a separate forum
 [19:44] <@paulej72> mrcoolbp and I were discussing a regurlar grip article once we get our meta nexus
 [19:44] <@mrcoolbp> ^^
 [19:44] <@mrcoolbp> gripe*
 [19:45] <@NCommander> yay!
 [19:45] <@NCommander> mrcoolbp, my spelling is rubbing off on you :)
 [19:45] <@mrcoolbp> was pj not me = )
 [19:45] <@NCommander> Oh, I have one more thing
 [19:45] <@paulej72> we would start off summarixing the previous weeks comments and possibly have a staff memeber do some xplaing
 [19:45] <+takyon> embed a staff twitter on the front page
 [19:45] <@NCommander> But before I get to that, lets finish this one
 [19:46] <@NCommander> takyon, we could code an in-site twitter, its not like twitter is very complicated :)
 [19:46] * mrcoolbp shudders
 [19:46] <@paulej72> people hate the twits as much as the javascript
 [19:46] * NCommander notes it still baffles me that a multibillion industry formed out of what can be reimplemented by essentially a single shell script.
 [19:46] <+takyon> twits is just short contents
 [19:46] <+takyon> don't blame the medium
 [19:47] <@NCommander> Actually, on that point
 [19:47] <@NCommander> Do we have a @SoylentNews twitter?
 [19:47] <@mrcoolbp> yes
 [19:47] <+CoolHand> I jsut followed it the other day..
 [19:47] <@paulej72> bender posts our articles
 [19:47] <@NCommander> Did we ever get it that articles get posted-
 [19:47] <@mrcoolbp> https://twitter.com/soylentnews
 [19:47] <@NCommander> Oh
 [19:47] <@mrcoolbp> = )
 [19:47] <@NCommander> I was about to say, that sounds like a job for slashd
 [19:48] * NCommander is amused our IRC bot is part of our critical infrastructure
 [19:48] <+takyon> I just took it
 [19:48] <@paulej72> bender uses our shotener service
 [19:48] <+takyon> nvm it's taken
 [19:48] <@juggs> Sounds like a more sensible place for it tbh
 [19:48] <@NCommander> Low priority, but yeah
 [19:48] * Bytram kinda wishes it did NOT use the shortener; I wanna know where I'm going before I follow a link.
 [19:49] <@NCommander> Bytram, its a necessity for twitter
 [19:49] <@NCommander> Our links are ugly
 [19:49] <@paulej72> twitter is url unfriendly
 [19:49] <+Bytram> oh, good point. nvm
 [19:49] <@mrcoolbp> oh, matt_ do we need a board vote to decide “cash” vs “accrual” accounting?
 [19:49] <@NCommander> Something I'd love to fix, but we've already spent two dev cycles trying to get our links CONSISTENT
 [19:49] <@NCommander> Actually trying to get them pretty and be that consistency is going to hurt.
 [19:49] <@matt_> mrcoolbp, we should go with cash.
 [19:49] <@mrcoolbp> aye
 [19:50] <@mrcoolbp> CPA and I discussed "cash" vs "accrual" methods of accounting. At this stage of the company the CPA recommends "cash method" since it is simpler to track.
 [19:50] <+Bytram> ISTR that cash accounting is much less complicated
 [19:50] <@mrcoolbp> xactly
 [19:50] * NCommander has no idea, so will just abstain so I don't make bad choice :)
 [19:50] <@juggs> can always change over to accrual at a later date
 [19:50] <+Bytram> we don't have any depreciation expense or property that appreciates or any of that stuff; I'd think cash should be good.
 [19:50] <@matt_> mrcoolbp, i belive you are authorized to make those kinds of decisions as Treasurer, but as always, feel free to ask for board input :)
 [19:50] <@mrcoolbp> not sure if we needa vote but looks like we are on the same page
 [19:51] <@mrcoolbp> cool matt_, thanks
 [19:51] <@NCommander> Do we just want to formalize it incase the issue comes up again?
 [19:51] <@NCommander> So we can actually remember what we all agreed to do?
 [19:51] <@mrcoolbp> I will remember but sure = 0
 [19:51] <@NCommander> Oh
 [19:52] <@NCommander> Crud, I just remembered the big action item I had to bring up this meeting
 [19:52] * NCommander just found his notes for the next board meeting
 [19:52] <@NCommander> Nexuses
 [19:52] <@matt_> All those in favor of using a cash accounting basis for the Corporation's books:
 [19:52] <@matt_> Aye!
 [19:52] <@paulej72> nexii
 [19:52] <@NCommander> Aye
 [19:52] <@mrcoolbp> Aye
 [19:52] <@matt_> So resolved.
 [19:52] <+Bytram> matt_++
 [19:52] <Bender> karma - matt_: 11
 [19:53] <@NCommander> So, here's a big one: we're about to roll out nexuses in our next big update, and will get into the point that users can host their own version of SN if they want.
 [19:53] <@NCommander> That's not ready to go for at least another release since the admin code has to be reworked
 [19:53] <@paulej72> ^^^
 [19:53] <@NCommander> But I want to make sure we hit the ground running when the code lands
 [19:53] <+takyon> you going to add a new user permission level for nexii™?
 [19:53] <@NCommander> takyon, I was going to use the (mostly disused) ACL code in rehash
 [19:54] <@paulej72> I think it would be a good idea to add a perms levle, but ACLs might work
 [19:54] <@NCommander> They'll be able to access the admin interface filtered on a nexus level (thats already implemented), and post stories to nexuses the user can manage
 [19:54] <@NCommander> paulej72, seclevels are not exact enough, a user can be a nexus admin on multiple nexuses
 [19:54] <@NCommander> So
 [19:55] <@NCommander> Let me summarize how this works large scale for folks who aren't in-depth in the code
 [19:55] <@paulej72> Should we charge for community nexus?
 [19:55] <@NCommander> That was basically where I was going
 [19:55] <@NCommander> Rehash (the code base) supports nexuses which can be thought as a individual site within a site
 [19:55] <@NCommander> As things exist right now, we have one nexus, creatively named "The Main Page"
 [19:56] <@juggs> :)
 [19:56] <@NCommander> Nexuses can overlap each other. So you can make a "Meta" Nexus, which is part of the main page, and thus articles in it show up there as well as soylentnews.org/meta
 [19:56] <@NCommander> Users can filter out various nexuses in their control panel
 [19:56] <@paulej72> Our nexii would live as sub nexii from the main page
 [19:56] <+takyon> so mario nexus would also post to video games nexus
 [19:56] <@NCommander> Its also possible to do what I call multisite
 [19:57] <@NCommander> Rehash uses very unfortunate termology for this
 [19:57] <@juggs> Someone is going to mention turtles soon I just know it!
 [19:57] <+Bytram> NCommander: will there be unique storyids across all the nexuses?
 [19:57] <@NCommander> Bytram, yes, the storyid ties something to a nexus, so it can be cross-posted
 [19:57] <@NCommander> er, no, no unique id
 [19:57] <@mrcoolbp> = /
 [19:57] <+CoolHand> I see benefits of hopefully drawing some people with it, but is there any concern of dilution of the minimal submissions we currently get?
 [19:57] <@NCommander> CoolHand, this won't directly affect the main page.
 [19:57] <@NCommander> Bare with me
 [19:57] <+Bytram> NCommander: try again, is the stoyid a unique id unto istelf, or must it be joined with something else to construct a unique ID?
 [19:58] <@NCommander> Nexuses are a lot like subreddits.
 [19:58] * Bytram would like to know that story 12345 is always the same story
 [19:58] <@paulej72> yes Bytram
 [19:58] <+takyon> we could give editors the ability to easily post a high-quality nexus post to the mainpage... comments intact?
 [19:58] <@NCommander> Bytram, every story has a stoid, and its unique to THAT story. The stoid is attached to nexuses via a lookup table
 [19:58] <@NCommander> takyon, bingo.
 [19:58] <@NCommander> Say we have a "dwarffortress" nexus
 [19:58] <@NCommander> And DF makes a major release and its huge
 [19:59] <@NCommander> That article can be reposted to the main page by simply having an editor add "The Main Page" nexus to it, and blamo
 [19:59] <+audioguy> Categories.
 [19:59] <+takyon> you'd need multiple story dates attached to the same story
 [20:00] <@juggs> In any other parlance audioguy :)
 [20:00] <@paulej72> I was thinking based on NCommander's thoughts is that we ould hava Community nexus that would be like the Main Page, where all communitiy Nexii would land atomagically, Our eds could add the main page to any of these stories to post to main
 [20:00] <@NCommander> paulej72, not a bad idea, but it could get too cluttered with too much content
 [20:00] <@NCommander> We're still at least another dev cycle from it. Right now, I want to get rehash out the door before rewriting the admin code which is truly horrofic
 [20:00] <@paulej72> NCommander: depends on the amount of stuff being posted
 [20:01] <@NCommander> But here's the other thing you can do with nexii
 [20:01] <@NCommander> YOu can attach a domain to it
 [20:01] <@NCommander> For example, let's say we internationalize the codebase at some point, and a group of people want to start soylentnews in polish
 [20:01] <@NCommander> We could register soylentnews.pl
 [20:01] <@paulej72> but a second domain means a sperate node balancer and cert
 [20:01] <@NCommander> Then add the necessary skins table entry, so if you pull the site via soylentnews.pl, you get that nexus.
 [20:01] <@NCommander> paulej72, this won't be a free service
 [20:02] <@mrcoolbp> My only comment is I’m weary of fragmenting our community, but this could, in the end, drive more people here
 [20:02] <@mrcoolbp> not sure
 [20:02] <@paulej72> sure that is where a bunch of costs would come from
 [20:02] <@NCommander> mrcoolbp, well, ideally, soylentnews.org won't change drastically
 [20:02] <mythterj> @NCcommander I admire your grandiosity. ;-)
 [20:02] <@juggs> wary rather than weary?
 [20:02] <@mrcoolbp> aye
 [20:02] <+takyon> you'd need a story publish date for each nexus. so if its published on Wednesday on dwarffortress, you see it on Thursday, it can be put on the Main page on a new time on Friday..
 [20:02] <@NCommander> mrcoolbp, but let me give you a real life example
 [20:02] <@NCommander> I'm a big fan of Dwarf Fortress
 [20:03] <+Bytram> chicken/egg do we need greater diversity to encourage more participation, or less diversity to build community?
 [20:03] <@NCommander> The two largest communities for DF are Bay12 and reddit. Guess which subreddit I'm active in
 [20:03] <@mrcoolbp> right
 [20:03] <@paulej72> takyon: that would be a big project to make happen
 [20:03] <@NCommander> If we had a soylentnews.org/dwarffortress, I could post articles there without gumming up the page. The mainpage becomes a best of everything.
 [20:03] <@NCommander> paulej72, we could move publication date to the nexus lookup table. Theorically, its straightforward. Making a UI that doesn't make editor heads explode is tricker
 [20:04] <+Bytram> we can barely keep the story queue filled and story comment level atm, I'm concerned what would happen if we had a more 'dispersed' community
 [20:04] <@mrcoolbp> ^
 [20:04] <@NCommander> I don't see how the community would disperse
 [20:04] <@paulej72> except I would think a df nuxus would be under the community nexii
 [20:04] <+takyon> paulej72: it's necessary. if you don't add multiple date fields, the story will be put back in time and nobody will see it on the main page
 [20:04] <+Bytram> s/disperse/be spread thin/
 [20:04] <@mrcoolbp> NCommander: Bytram is actually right, unless you spend time in #editorial and actually trying to keep the queue full, this is not obvious
 [20:04] <+cmn32480> a side thought - we will need a larger number of editors that are active
 [20:04] <@mrcoolbp> ^
 [20:05] <@NCommander> Hold on
 [20:05] <@NCommander> I think you're misunderstanding how this is supposed to work
 [20:05] <@juggs> The nexus owner edits their own nexus right?
 [20:05] <@NCommander> juggs, yeah
 [20:05] <@mrcoolbp> NCommander: not really, but we are brining up an issue with our current situation
 [20:05] <@NCommander> We're getting issues intermingaled
 [20:05] <@mrcoolbp> a little
 [20:05] <@paulej72> community nexii are run by memebers of the community that want a specific nexus that is not covered by a SN nexus
 [20:05] <@mrcoolbp> yes 6
 [20:05] <@mrcoolbp> oops
 [20:06] <@NCommander> paulej72 gets it in 1. I'm not getting how that will spread people thin.
 [20:06] <@mrcoolbp> the point is we are already thin
 [20:06] <+takyon> about being the master of a nexus:
 [20:06] <@mrcoolbp> on editors and submissions
 [20:06] <@paulej72> so if a group of people want a bacon nuxus they need to man it
 [20:06] <+takyon> it occurs to me that we'll have the same problem ICANN has with gTLDs... where multiple people want control of the same nexus
 [20:06] <@juggs> So I could have OMGPwnies nexus - SN editors are not responsible for keeping it fuelled with new stories - I am responsible for that
 [20:06] <+cmn32480> if the stories that get posted to an individual nexus are somewhat poorly written, or have a good story, but need significant editing for the main page, does that chagne what was posted in the orgininating nexus?
 [20:07] <@NCommander> takyon, yeah, nexii open a fairly large of can of worms which is why I want the discuss well in advance of golive
 [20:07] <@paulej72> yes juggs
 [20:07] <@NCommander> cmn32480, yes
 [20:07] <@NCommander> We could make a submit to mainpage copies instead of links, I'm not sure if thats a good idea.
 [20:07] <@mrcoolbp> we just train them and support the software I guess
 [20:07] <+cmn32480> that may cause issues with the maintainers of a given nexus
 [20:08] <@NCommander> I think once rehash goes live, we need to have a large discussion with the community on this
 [20:08] <+takyon> making a new copy without doing that story date juggling I mentioned would be easier to do with the current system, except you lose out on any comments that were made on the original scope... probably
 [20:08] <@paulej72> cmn32480: if it needs editing, we could copy it to a new article and link back to the nexus
 [20:08] <+cmn32480> NCommander - a submit to main page that generates a copy would work better, I think
 [20:08] <+Bytram> cmn32480: agreed. we already have some 'fun' with people who disagreed with some of our editing efforts
 [20:08] <@NCommander> I'm going to take an action item to write a novel on the topic, and pass it around.
 [20:08] * NCommander notes this likely will be much longer than my usual articles
 [20:08] <+Bytram> what a novel idea...
 [20:08] * Bytram cringes
 [20:09] <+CoolHand> LONGER?
 [20:09] <@NCommander> I'm pretty sure I'm mrcoolbp's worst enemy when it comes to editor training
 [20:09] * cmn32480 is gonna take a sick day whaen that comes out so he doesn't have to edit it.
 [20:09] <@mrcoolbp> = )
 [20:09] <@juggs> Hmm - does this loop back to copyright in some way? If people are submitting stuff to their own nexus, can we come along and purloin that onto SN Main Page?
 [20:09] <@NCommander> Cause everytime I post something, #editoral has a collective heart attack, or I break dev
 [20:09] <@paulej72> cmn32480: sick week
 [20:09] <+cmn32480> <cough> <cough>
 [20:09] <@NCommander> juggs, yes, that too
 [20:09] <@NCommander> I dunno, I liked paulej72's solution to the code equivelent of my posts
 [20:10] <@NCommander> "Here's the Apache2 port"
 [20:10] <@NCommander> "COMMIT!"
 [20:10] * Bytram relaxes a bit when he remembers reviewing the incorporation docs, some of which contained sentences with more than 500 words, each.
 [20:10] <@paulej72> fix it in post
 [20:10] <@mrcoolbp> “we’ll do it live!”
 [20:10] * takyon begins planning a list of what nexii I'm going to seize control of
 [20:10] <@NCommander> My personal thought was this:
 [20:11] <@NCommander> For things that are of general interest, we give nexii on a first come, first serve basis (perhaps for free if the nexus owner can show a demand for it), and then editors can get involved in case of nexus admin issues, and have this clearly laid out
 [20:12] <@NCommander> For individual things, like a rehash hosted blog, put a price tag on it, and we ignore it completely aside from legal stuff.
 [20:12] * NCommander has seen a lot of stupid reddit drama because reddit admins are completely hands off
 [20:12] <@mrcoolbp> gotta support it if we are charging for it though
 [20:12] <@NCommander> I don't want to see sn.org/shitsnsays
 [20:12] <+takyon> who would get a nexus for a blog if they can just use their journal
 [20:12] <@NCommander> takyon, journals are very limited compared to what you can do with the site. You can get content upload, schedule stuff, etc.
 [20:13] <@mrcoolbp> Overall, It’s a cool idea, I’m curious to hear the community’s thoughts
 [20:13] <@NCommander> mrcoolbp, from a technical perspective, we support the whole thing already.
 [20:13] <@mrcoolbp> tru
 [20:13] <@paulej72> we sill need to figure out what SN nexii we need. Meta and Breaking News are on dev, but breaking News could just be a topic
 [20:13] <@NCommander> We'll just have sn.org/meta/technicalsupport
 [20:13] <@juggs> NCommander, there's a fine line to walk there - either SN are moderating nexii or they are not. There's a legal line there that determines responsibility for hosted content. IANAL.
 [20:13] <+CoolHand> I think there should be some T.O.S./rules on it, so they can't have racist stuff, etc. that could reflect badly on the main SN
 [20:14] <@NCommander> juggs, DCMA actually makes that stupidly clear. As long as we're not actively posting it ourselves but just approving/rejecting the overarching topic, we're fine.
 [20:14] <@NCommander> DMCA
 [20:14] <@NCommander> CoolHand, agreed
 [20:14] <@juggs> DMCA only applies in the US :P
 [20:14] <@mrcoolbp> SN is “in the US”
 [20:14] <+cmn32480> the list of verboten topics has to be clearly defined
 [20:15] <@NCommander> juggs, we're a corporation based on the united states. If we get sued, it will be in a court of law here. Someone may file suit in another country, but it would likely be dismissed as we don't have a legal presense there
 [20:15] <+CoolHand> don't want it turning into a new 4chan /b/..
 [20:15] <+takyon> nexus: the dynamite that will blast soylentnews into a million pieces
 [20:15] <@NCommander> Agreed
 [20:15] <@juggs> OK
 [20:15] <@NCommander> This is going to be a fine line to walk
 [20:15] <@NCommander> But we've done this before. Subscriptions, incorporation, etc. Stuff that tends to scare a community
 [20:15] <+Bytram> what is the perceived benefit for SN?
 [20:16] <@NCommander> Bytram, increased revenue (from nexii themselves, plus additional subscriptions), increased usage
 [20:16] <+takyon> alternate route for submissions, greater users
 [20:16] <@NCommander> And furthering our mission statements
 [20:16] <@juggs> Hmm - could we consider a revenue share with nexii owners on the subs they bring in?
 [20:16] <+Bytram> kthnx.
 [20:16] <@NCommander> I think the community will define a lot of the limitations on this, on how far we're willing to go and not. This only flie with community support.
 [20:17] <@NCommander> juggs, longer term, def. possible, but let's not put the cart before the horse.
 [20:17] <@paulej72> NCommander: right now I have the subscribe fucnction all go back to the main page. there is no per nexus subscribe suppoort
 [20:17] <@juggs> I haven't learnt to walk yet - let alone carts and horses :D
 [20:17] <@mrcoolbp> guys, matt_ and I have to transfer some domains, and I want to work up some docs to send to staff, should we move to adjourn? You guys can hang around and chat
 [20:17] <@NCommander> paulej72, we have many details to hash out about that. I like the idea of revenue sharing
 [20:17] <@NCommander> I think we have action items, and a course of action, I think we can call the nexii discussion tabled
 [20:17] * NCommander calls to adjorn.
 [20:17] <@juggs> mrcoolbp, I think we've gone way beyond AOB at this point
 [20:18] <@matt_> All those in favor of adjourning:
 [20:18] <@NCommander> aye
 [20:18] <@mrcoolbp> Aye!
 [20:18] <@matt_> Aye!
 [20:18] <@matt_> This meeting of the SoylentNews PBC Board of Directors stands adjourned!

Board of Directors Meeting - May 4 2015

2015-05-05T00:23:03Z

BlackHole: Created page with "[19:00] <@mrcoolbp> *** SN PBC Board Meeting Starts Now*** [19:00] <@mrcoolbp> This meeting is not moderated, so please be respectful. [19:00] <@juggs> Agenda: htt..."

SoylentNews PBC Board of Directors

2015-05-05T00:21:30Z

BlackHole:

==Introduction==

The Board of Directors of SoylentNews PBC (the "Corporation") has general responsibility for managing the business of the Corporation. The Board derives its powers from the Bylaws of the Corporation, Article III ("Directors"), Section 1 ("Powers"):

<blockquote>"The business of the Corporation shall be managed by or under the direction of a Board of Directors who may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws."</blockquote>

The Board elects Officers (President, Treasurer, Secretary, etc.), and makes other decisions, usually focusing on issues that may have financial or legal consequences for the Corporation, (e.g., opening bank accounts, issuing shares of stock, etc.).

==Board Meetings==

The Board holds meetings, usually on SoylentNews's IRC #staff channel (http://chat.soylentnews.org/). Logs of these meetings are linked below.

All users and members of the public are invited to attend Board Meetings. However, to maintain order, and depending on attendance at any given meeting, not all attendees may be given .voice.

If there is an issue that you would like to be raised at the next Board meeting, please edit the following page to include your issue:

[[Issues_to_Be_Raised_at_the_Next_Board_Meeting|Issues to Be Raised at the Next Board Meeting]]

==Board Resolutions==
Resolutions adopted by the Board of Directors either at a Board Meeting (Bylaws, Article III, Section 7) or through an Action without a Meeting (Bylaws, Article III, Section 11) are listed below. The definitive versions of these documents are the signed originals, which are kept at the Corporation's offices.

'''Action without a Meeting - December 3, 2014:'''
*RESOLVED: Michael Casadevall is hereby removed from the office of Chief Executive Officer, effective immediately.
*RESOLVED: Graham Taylor is hereby elected to the office of Chief Executive Officer, effective immediately, to serve on an interim basis, until his successor is duly elected and qualified.

'''Action without a Meeting - October 4, 2014:'''
*RESOLVED: The Treasurer is hereby authorized and directed to use the Corporation's funds to pay for future server bills for the site.
*RESOLVED: The Treasurer is hereby authorized and directed to post summaries of the Corporation's financial information, including income and expenses, on the site's public wiki.
*RESOLVED: The Treasurer is hereby authorized and directed to use up to $300 of the Corporation's funds to purchase a copy of QuickBooks for the Corporation.
*RESOLVED: The Secretary is hereby authorized and directed to register with the U.S. Copyright Office as the DMCA Agent for the Corporation.

==Board Meeting Logs==
[[Board_of_Directors_Meeting_-_July_8,_2014|Board of Directors Meeting - July 8, 2014]]

[[Board_of_Directors_Meeting_-_July_16,_2014|Board of Directors Meeting - July 16, 2014]]

[[Board_of_Directors_Meeting_-_August_20_2014|Board of Directors Meeting - August 20, 2014]]

[[Board_of_Directors_Meeting_-_August_21_2014|Board of Directors Meeting - August 21, 2014]]

[[Board_of_Directors_Meeting_-_August_26_2014|Board of Directors Meeting - August 26, 2014]]

[[Board_of_Directors_Meeting_-_September_3_2014|Board of Directors Meeting - September 3, 2014]]

[[Board_of_Directors_Meeting_-_September_12_2014|Board of Directors Meeting - September 12, 2014]]

[[Board_of_Directors_Meeting_-_September_30_2014|Board of Directors Meeting - September 30, 2014]]

[[Board_of_Directors_Meeting_-_May_4_2015|Board of Directors Meeting - May 4, 2015]]

==Procedure and "Rules of Order"==

[[Board_Meetings_Rules_of_Order|Board Meetings Rules of Order]] - Policies and procedures for conducting board meetings ('''note:''' this is a draft)

[[Category:Board of Directors]]

SoylentNews PBC Board of Directors

2014-12-04T01:50:09Z

BlackHole: Added Action without a Meeting - December 3, 2014

==Introduction==

The Board of Directors of SoylentNews PBC (the "Corporation") has general responsibility for managing the business of the Corporation. The Board derives its powers from the Bylaws of the Corporation, Article III ("Directors"), Section 1 ("Powers"):

<blockquote>"The business of the Corporation shall be managed by or under the direction of a Board of Directors who may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws."</blockquote>

The Board elects Officers (President, Treasurer, Secretary, etc.), and makes other decisions, usually focusing on issues that may have financial or legal consequences for the Corporation, (e.g., opening bank accounts, issuing shares of stock, etc.).

==Board Meetings==

The Board holds meetings, usually on SoylentNews's IRC #staff channel (http://chat.soylentnews.org/). Logs of these meetings are linked below.

All users and members of the public are invited to attend Board Meetings. However, to maintain order, and depending on attendance at any given meeting, not all attendees may be given .voice.

If there is an issue that you would like to be raised at the next Board meeting, please edit the following page to include your issue:

[[Issues_to_Be_Raised_at_the_Next_Board_Meeting|Issues to Be Raised at the Next Board Meeting]]

==Board Resolutions==
Resolutions adopted by the Board of Directors either at a Board Meeting (Bylaws, Article III, Section 7) or through an Action without a Meeting (Bylaws, Article III, Section 11) are listed below. The definitive versions of these documents are the signed originals, which are kept at the Corporation's offices.

'''Action without a Meeting - December 3, 2014:'''
*RESOLVED: Michael Casadevall is hereby removed from the office of Chief Executive Officer, effective immediately.
*RESOLVED: Graham Taylor is hereby elected to the office of Chief Executive Officer, effective immediately, to serve on an interim basis, until his successor is duly elected and qualified.

'''Action without a Meeting - October 4, 2014:'''
*RESOLVED: The Treasurer is hereby authorized and directed to use the Corporation's funds to pay for future server bills for the site.
*RESOLVED: The Treasurer is hereby authorized and directed to post summaries of the Corporation's financial information, including income and expenses, on the site's public wiki.
*RESOLVED: The Treasurer is hereby authorized and directed to use up to $300 of the Corporation's funds to purchase a copy of QuickBooks for the Corporation.
*RESOLVED: The Secretary is hereby authorized and directed to register with the U.S. Copyright Office as the DMCA Agent for the Corporation.

==Board Meeting Logs==
[[Board_of_Directors_Meeting_-_July_8,_2014|Board of Directors Meeting - July 8, 2014]]

[[Board_of_Directors_Meeting_-_July_16,_2014|Board of Directors Meeting - July 16, 2014]]

[[Board_of_Directors_Meeting_-_August_20_2014|Board of Directors Meeting - August 20, 2014]]

[[Board_of_Directors_Meeting_-_August_21_2014|Board of Directors Meeting - August 21, 2014]]

[[Board_of_Directors_Meeting_-_August_26_2014|Board of Directors Meeting - August 26, 2014]]

[[Board_of_Directors_Meeting_-_September_3_2014|Board of Directors Meeting - September 3, 2014]]

[[Board_of_Directors_Meeting_-_September_12_2014|Board of Directors Meeting - September 12, 2014]]

[[Board_of_Directors_Meeting_-_September_30_2014|Board of Directors Meeting - September 30, 2014]]

==Procedure and "Rules of Order"==

[[Board_Meetings_Rules_of_Order|Board Meetings Rules of Order]] - Policies and procedures for conducting board meetings ('''note:''' this is a draft)

[[Category:Board of Directors]]

MediaWiki:Sitenotice

2014-10-15T02:04:14Z

BlackHole:

The next SoylentNews PBC Board of Directors meeting will be on Wednesday October 29th at 1:15am UTC (Tuesday October 28th at 9:15pm EDT) in [irc://irc.sylnt.us/staff #staff] ([ircs://irc.sylnt.us:6697/staff SSL]) ([http://irc.sylnt.us/?channels=#staff Webchat]).

Issues to Be Raised at the Next Board Meeting

2014-10-15T02:03:43Z

BlackHole:

SoylentNews PBC Board of Directors

2014-10-05T15:25:38Z

BlackHole: Added "Board Resolutions" section and first Action without a Meeting

==Introduction==

The Board of Directors of SoylentNews PBC (the "Corporation") has general responsibility for managing the business of the Corporation. The Board derives its powers from the Bylaws of the Corporation, Article III ("Directors"), Section 1 ("Powers"):

<blockquote>"The business of the Corporation shall be managed by or under the direction of a Board of Directors who may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws."</blockquote>

The Board elects Officers (President, Treasurer, Secretary, etc.), and makes other decisions, usually focusing on issues that may have financial or legal consequences for the Corporation, (e.g., opening bank accounts, issuing shares of stock, etc.).

==Board Meetings==

The Board holds meetings, usually on SoylentNews's IRC #staff channel (http://chat.soylentnews.org/). Logs of these meetings are linked below.

All users and members of the public are invited to attend Board Meetings. However, to maintain order, and depending on attendance at any given meeting, not all attendees may be given .voice.

If there is an issue that you would like to be raised at the next Board meeting, please edit the following page to include your issue:

[[Issues_to_Be_Raised_at_the_Next_Board_Meeting|Issues to Be Raised at the Next Board Meeting]]

==Board Resolutions==
Resolutions adopted by the Board of Directors either at a Board Meeting (Bylaws, Article III, Section 7) or through an Action without a Meeting (Bylaws, Article III, Section 11) are listed below. The definitive versions of these documents are the signed originals, which are kept at the Corporation's offices.

'''Action without a Meeting - October 4, 2014:'''
*RESOLVED: The Treasurer is hereby authorized and directed to use the Corporation's funds to pay for future server bills for the site.
*RESOLVED: The Treasurer is hereby authorized and directed to post summaries of the Corporation's financial information, including income and expenses, on the site's public wiki.
*RESOLVED: The Treasurer is hereby authorized and directed to use up to $300 of the Corporation's funds to purchase a copy of QuickBooks for the Corporation.
*RESOLVED: The Secretary is hereby authorized and directed to register with the U.S. Copyright Office as the DMCA Agent for the Corporation.

==Board Meeting Logs==
[[Board_of_Directors_Meeting_-_July_8,_2014|Board of Directors Meeting - July 8, 2014]]

[[Board_of_Directors_Meeting_-_July_16,_2014|Board of Directors Meeting - July 16, 2014]]

[[Board_of_Directors_Meeting_-_August_20_2014|Board of Directors Meeting - August 20, 2014]]

[[Board_of_Directors_Meeting_-_August_21_2014|Board of Directors Meeting - August 21, 2014]]

[[Board_of_Directors_Meeting_-_August_26_2014|Board of Directors Meeting - August 26, 2014]]

[[Board_of_Directors_Meeting_-_September_3_2014|Board of Directors Meeting - September 3, 2014]]

[[Board_of_Directors_Meeting_-_September_12_2014|Board of Directors Meeting - September 12, 2014]]

[[Board_of_Directors_Meeting_-_September_30_2014|Board of Directors Meeting - September 30, 2014]]

==Procedure and "Rules of Order"==

[[Board_Meetings_Rules_of_Order|Board Meetings Rules of Order]] - Policies and procedures for conducting board meetings ('''note:''' this is a draft)

[[Category:Board of Directors]]

SoylentNews PBC Amendment No. 1 to the Bylaws

2014-10-04T15:07:00Z

BlackHole: Protected "SoylentNews PBC Amendment No. 1 to the Bylaws" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

<div class="center" style="width: auto; margin-left: auto; margin-right: auto;">
'''SoylentNews PBC'''

'''Amendment No. 1 to the Bylaws'''

'''''August 28, 2014'''''
</div>

SoylentNews PBC (the “'''''Corporation'''''”), a corporation organized and existing under the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

That the Board of Directors of the Corporation duly adopted resolutions proposing to amend the Bylaws of the Corporation as follows:

Article III (“Directors”) Section 7 (“Meetings”) is hereby amended to read in its entirety as follows:

7. Meetings. Regular meetings of the Board of Directors may be held at such time, date and place (if any) as the Board of Directors may from time to time determine, but no less often than semi-annually, at the headquarters of the Corporation (unless the Board of Directors shall select another location) or by conference telephone call or by Internet Relay Chat (“''IRC''”). Special meetings of the Board of Directors may be called, orally or in writing or by email, by the Chief Executive Officer, the President or by any Director (or the sole Director, as applicable), designating the time, date and place (if any) thereof on two (2) business days prior notice. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, or, in the case of a meeting held by IRC, by means of any communications equipment useful for that purpose, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting, provided, however, that votes cast at any meeting held by IRC shall be confirmed within two (2) days of the meeting in writing or by electronic transmission to the Secretary of the Corporation to be binding and effective.

Article III (“Directors”) Section 11 (“Action without a Meeting”) is hereby amended to read in its entirety as follows:

11. Action without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a majority of the Directors then in office consent thereto in writing or by electronic transmission, and such writings or electronic transmissions are certified by the Secretary of the Corporation and filed with the records of the meetings of the Board of Directors. 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. The consents (and transmission thereof) shall be valid whether executed and delivered via electronic or facsimile transmission, PDF, hand delivery, or other means. Such consent shall be treated as a valid and proper vote of the Board of Directors for all purposes.

'''I, THE UNDERSIGNED,''' being the Secretary of SoylentNews PBC, the Corporation named above, do hereby declare and certify that the facts herein stated are true, and accordingly have hereunto set my hand this 28 day of August, 2014.

'''SoylentNews PBC'''

By: _____________________________________

Name: Matthew Angel

Title: Secretary

SoylentNews PBC Amendment No. 1 to the Bylaws

2014-10-04T15:06:51Z

BlackHole: Created page with "<div class="center" style="width: auto; margin-left: auto; margin-right: auto;"> '''SoylentNews PBC''' '''Amendment No. 1 to the Bylaws''' '''''August 28, 2014''''' <..."

SoylentNews PBC Bylaws

2014-10-04T14:59:27Z

BlackHole: Incorporated Amendment No. 1 to the Bylaws

<div class="center" style="width: auto; margin-left: auto; margin-right: auto;">
'''SoylentNews PBC'''

(the “''Corporation''”)

'''BYLAWS'''

ARTICLE I

Offices
</div>

1. Offices. The Corporation may have offices at such places, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

<div class="center" style="width: auto; margin-left: auto; margin-right: auto;">
ARTICLE II

Stockholders
</div>

1. Annual Meeting. The annual meeting of stockholders shall be held each year at the place, date and time determined by the Board of Directors or the President. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Certificate of Incorporation (as may be amended or restated from time to time, the “Certificate of Incorporation”) or by these Bylaws, may be specified by the Board of Directors or the President. If no annual meeting has been held in any fiscal year, a special meeting in lieu thereof may be held or there may be action by written consent of the stockholders on matters to be voted on at the annual meeting, and such special meeting or written consent shall have for the purposes of these Bylaws or otherwise all the force and effect of an annual meeting.

2. Special Meetings. Special meetings of stockholders may be called by the President or by the Board of Directors. Special meetings shall be called by the Secretary, or in case of death, absence, incapacity or refusal of the Secretary, by any other officer, upon written application of one or more stockholders who hold at least a majority in interest of the capital stock entitled to vote at such meeting. The call for the meeting shall state the place (if any), date, hour and purposes of the meeting. Only the purposes specified in the notice of special meeting shall be considered or dealt with at such special meeting.

3. Place of Meeting. Meetings of stockholders may be held at such place, either within or without the State of Delaware, as may be determined by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication. The Board of Directors may also, in its sole discretion, determine that stockholders and proxy holders may attend and participate by means of remote communication in a stockholder meeting held at a designated place. As to any meeting where attendance and participation by remote communication is authorized by the Board of Directors in its sole discretion (including any meeting held solely by remote communication), and subject to such guidelines and procedures as the Board of Directors may adopt for any meeting, stockholders and proxy holders not physically present at such meeting of the stockholders shall be entitled to: (i) participate in any meeting of the stockholders; and (ii) be deemed present in person and vote at such meeting of the stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

4. Notice of Meetings. Except as otherwise provided by law or the Certificate of Incorporation, notice given in writing or by electronic transmission of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, if any, date and hour and purpose or purposes of the meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission (in a manner consistent with the Delaware General Corporation Law (the “DGCL”)), and such notice shall be deemed to be given at the time, if delivered by electronic mail when directed to an electronic mail address at which the stockholder has consented to receive notice, and if delivered by any other form of electronic transmission when directed to the stockholder. Notice of the time, place, if any, and purpose of any meeting of stockholders may be waived (i) in writing signed by the person entitled to notice thereof or (ii) by electronic transmission made by the person entitled to notice, either before or after such meeting. Notice will be waived by any stockholder by his attendance thereat in person, by remote communication, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

5. Quorum. The holders of a majority of the voting power of all shares of capital stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum. Any meeting may be adjourned from time to time by the holders of a majority of the votes properly cast upon the question, whether or not a quorum is present. The stockholders present at a duly constituted meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to reduce the voting shares below a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

6. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the Corporation unless otherwise provided by law or by the Certificate of Incorporation. Stockholders may vote either in person or by written proxy or express directly or by written proxy their consent or dissent to a corporate action taken without a meeting, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period or is irrevocable and coupled with an interest. Proxies shall be filed with the secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date.

7. Action at a Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the voting power of the shares of stock voting on such matter except where a larger vote is required by law, by the Certificate of Incorporation or by these Bylaws. Any election of Directors by stockholders shall be determined by a plurality of the votes cast, except where a larger vote or different vote is required by law, by the Certificate of Incorporation or by these Bylaws. The Corporation shall not directly or indirectly vote any share of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

8. Action without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted by law to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote (a) if a consent or consents thereto in writing setting forth the action so taken, shall be signed by the holders of all of the outstanding shares of stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office, by hand or by certified mail, return receipt requested or to the Corporation’s principal place of business or to the officer of the Corporation having custody of the minute book, or (b) by electronic transmission setting forth the action so taken made by the holders of all of the outstanding shares of stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Every written consent or electronic transmission shall bear the date of signature or proper identity of the stockholder, respectively, and no written consent or electronic transmission shall be effective unless, within sixty (60) days of the earliest dated consent or electronic transmission delivered pursuant to these Bylaws, written consents signed, or electronic transmissions made, by a sufficient number of stockholders entitled to take action are delivered to the Corporation in the manner set forth in these Bylaws. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent or electronic transmission shall be given to those stockholders who have not consented in writing.

9. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder; provided that such list shall not be required to contain the electronic mail address or other electronic contact information of any stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of electronic communication or if attendance at and participation in the meeting is permitted by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

10. Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of stockholders, the President, or in his or her absence or inability to act, the person whom the President shall appoint, shall act as chairman of, and preside at, the meeting. The Secretary of the Corporation or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint Secretary of the meeting, shall act as Secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

<div class="center" style="width: auto; margin-left: auto; margin-right: auto;">
ARTICLE III

Directors
</div>

1. Powers. The business of the Corporation shall be managed by or under the direction of a Board of Directors who may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.

2. Election and Qualification. Unless otherwise provided in the Certificate of Incorporation or in these Bylaws the number of Directors which shall constitute the whole Board of Directors shall be determined by vote of the stockholders at the annual meeting. Directors need not be stockholders.

3. Vacancies: Reduction of Board. Unless otherwise provided in the Certificate of Incorporation or unless otherwise determined by vote of the stockholders, a majority of the Directors then in office, although less than a quorum, or a sole remaining Director, may fill vacancies in the Board of Directors occurring for any reason and newly created directorships resulting from any increase in the authorized number of Directors. Unless otherwise provided in the Certificate of Incorporation, in lieu of filling any such vacancy the stockholders may reduce the number of Directors.

4. Enlargement of the Board. The Board of Directors may be enlarged by the stockholders at any meeting or by vote of a majority of the Directors then in office.

5. Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, Directors shall hold office until their successors are duly elected and qualified or until their earlier resignation or removal. Any Director may resign by delivering his written resignation to the Corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

6. Removal. To the extent permitted by law, a Director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of such Director or by way of a resolution passed in writing by the holders of a majority of the shares of stock entitled to vote in the election of such Director. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.

7. Meetings. Regular meetings of the Board of Directors may be held at such time, date and place (if any) as the Board of Directors may from time to time determine, but no less often than semi-annually, at the headquarters of the Corporation (unless the Board of Directors shall select another location) or by conference telephone call or by Internet Relay Chat (“''IRC''”). Special meetings of the Board of Directors may be called, orally or in writing or by email, by the Chief Executive Officer, the President or by any Director (or the sole Director, as applicable), designating the time, date and place (if any) thereof on two (2) business days prior notice. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, or, in the case of a meeting held by IRC, by means of any communications equipment useful for that purpose, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting, provided, however, that votes cast at any meeting held by IRC shall be confirmed within two (2) days of the meeting in writing or by electronic transmission to the Secretary of the Corporation to be binding and effective.

8. Notice of Meetings. Notice of the time, date and place (if any) of all special meetings of the Board of Directors shall be given to each Director by the Secretary, or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph, facsimile transmission or PDF, or by electronic mail or other electronic means, during normal business hours, at least two (2) business days in advance of the meeting. Notice need not be given to any Director if a written waiver of notice is executed by him before or after the meeting, or if communication with such Director is unlawful, and will be waived by any Director by attendance thereat, except when the Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

9. Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Notwithstanding anything contained in this Section to the contrary, and for the avoidance of doubt, the quorum requirement at a meeting called solely with respect to an emergency event relating to the Corporation (as determined in good faith by the Board of Directors) that requires immediate action by the Board of Directors shall be the presence of a majority of Directors then in office.

10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors, unless otherwise provided by law, by the Certificate of Incorporation or by these Bylaws.

11. Action without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a majority of the Directors then in office consent thereto in writing or by electronic transmission, and such writings or electronic transmissions are certified by the Secretary of the Corporation and filed with the records of the meetings of the Board of Directors. 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. The consents (and transmission thereof) shall be valid whether executed and delivered via electronic or facsimile transmission, PDF, hand delivery, or other means. Such consent shall be treated as a valid and proper vote of the Board of Directors for all purposes.

12. Committees. The Board of Directors, by vote of a majority of the Directors then in office, may establish one or more committees, each committee to consist of one or more Directors, and may delegate thereto some or all of its powers except those which by law, by the Certificate of Incorporation, or by these Bylaws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these Bylaws for the Board of Directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board may abolish any committee, other than the Compensation Committee, at any time. Each such committee shall report its action to the Board of Directors who shall have power to rescind any action of any committee, other than the Compensation Committee, without retroactive effect.

13. Protection of Confidential Information; Recusal for Conflicts of Interest. Each Director acknowledges that as part of his or her service to the Corporation, and the exercise of his or her fiduciary duties on behalf of the Corporation, the Director may receive from the Corporation confidential information of the Corporation (and its customers, strategic partners, joint venture partners, vendors and suppliers). This confidential information includes, without limitation, nonpublic financial information, business and market strategy reports and presentations, pricing information, development activities and new projects, material contracts, plans and strategies (including reports and presentations to the Board of Directors), invention disclosures, patentable and unpatentable inventions, technical specifications and information, and other data, unpublished patent or invention disclosures blueprints, marketing reports, technical specifications and data, and information on competitors of the Corporation and/or its strategic partners (whether in hard copy or electronic media). Each Director shall not use or disclose such confidential information for any purpose other than to promote and serve the best interests of the Corporation and its stockholders. The executive officers and the Board of Directors may limit or restrict the information to be provided to any Director in order to protect sensitive or competitive information. A majority of the disinterested members of the Board of Directors shall have the right to exclude any Director from portions of meetings of the Board of Directors (or any Committee) or omit to provide the Director with certain information if such members of the Board of Directors believe in good faith and with the exercise of due care that such exclusion or omission is necessary (a) in order to preserve the Corporation’s attorney-client privilege, (b) in order to fulfill the Corporation’s obligations with respect to confidential or proprietary information of third parties, or to protect the confidentiality of unpatentable information or competitive business information of the Corporation (or its customers, strategic partners, vendors and suppliers), or (c) because such meeting or information would include information, analyses or discussions which could pose a potential conflict of interest for the Director (or his or her affiliated organization or entity) and the business, operations, affairs or prospects of the Corporation.

<div class="center" style="width: auto; margin-left: auto; margin-right: auto;">
ARTICLE IV

Officers
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1. Enumeration. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Treasurer, a Secretary and such other officers, including one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine.

2. Election. The Chief Executive Officer, President, Treasurer and Secretary shall be elected bi-annually by the Board of Directors at their first meeting following the annual meeting of stockholders. Other officers may be chosen by the Board of Directors at such meeting or at any other meeting.

3. Qualification. No officer need be a stockholder or Director. Any two or more offices may be held by the same person.

4. Tenure. Except as otherwise provided by the Certificate of Incorporation or by these Bylaws, each of the officers of the Corporation shall hold his office until his successor is duly elected and qualified or until his earlier resignation or removal. Any officer may resign by delivering his written resignation to the Corporation, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5. Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the entire number of Directors then in office.

6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

7. Chairman. 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 deadlock.

8. President and Vice Presidents. 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. The President shall preside, when present, at all meetings of stockholders and the Board of Directors. The Board of Directors shall have the authority to appoint a temporary presiding officer to serve at any meeting of the stockholders or Board of Directors if the President is unable to do so for any reason.

Any Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers and responsible of and be subject to all the restrictions upon the President.

9. Treasurer and Assistant Treasurers. 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.

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

10. Secretary and Assistant Secretaries. The Secretary shall record the proceedings of all meetings of the stockholders and the Board of Directors in books kept for that purpose. In his absence from any such meeting an Assistant Secretary, or if he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof.

The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation) and shall have such other duties and powers as may be designated from time to time by the Board of Directors or the President. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time designate.

11. Other Powers and Duties. 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.

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ARTICLE V

Capital Stock
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1. Certificates of Stock. Unless the Board of Directors has provided by resolution that some or all of any or all classes or series of stock of the Corporation shall be uncertificated shares, each stockholder shall be entitled to a certificate of stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the Chairperson or Vice-Chairperson of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Such signatures may be delivered by facsimile or electronic transmission. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. The Corporation shall, at the option of the Board of Directors or as otherwise stated in the Certificate of Incorporation, be permitted to issue fractional shares.

2. Transfers. Subject to any restrictions on transfer, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

3. Record Holders. Except as may otherwise be required by law, by the Certificate of Incorporation or by these Bylaws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws. It shall be the duty of each stockholder to notify the Corporation of his post office address.

4. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not precede the date on which it is established, and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, more than ten (10) days after the date on which the resolution fixing the record date for stockholder consent without a meeting is established, nor more than sixty (60) days prior to any other action. In such case only stockholders of record on such record date shall be so entitled notwithstanding any transfer of stock on the books of the Corporation after the record date.

If no record date is fixed, (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, (b) the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this state, to its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

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ARTICLE VI

Indemnification
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1. Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, and whether by or in the right of the Corporation, its stockholders, a third party or otherwise (a “Proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a Director or officer of the Corporation, or is or was a Director or officer of the Corporation serving at its request as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether the basis of such Proceeding is alleged action in an official capacity as a Director, officer or trustee or in any other capacity while serving as a Director, officer or trustee, against all expense (including, but not limited to, attorneys’ fees), liability, loss, judgments, fines, excise taxes, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding, including expenses incurred in seeking such indemnification. In addition, the Corporation shall grant such indemnification to each of its Directors and officers with respect to any matter in a Proceeding as to which his liability is limited pursuant to the Certificate of Incorporation of the Corporation. However, such indemnification shall exclude (i) indemnification with respect to any improper personal benefit which a Director or officer is determined to have received and of the expenses of defending against an improper personal benefit claim unless the Director or officer is successful on the merits in said defense, and (ii) indemnification of present or former officers, Directors, employees or agents of a constituent corporation absorbed in a merger or consolidation transaction with this Corporation with respect to their activities prior to said transaction, unless specifically authorized by the Board of Directors or stockholders of this Corporation. Such indemnification shall include prompt payment of expenses reasonably incurred by a Director or officer in defending a Proceeding in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of the Director or officer to repay such amounts if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation under this Article VI, which undertaking shall be an unsecured general obligation of the Director or officer and may be accepted without regard to his or her ability to make repayment.

2. Right of Indemnitee to Bring Suit. If a claim under this Article VI is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Directors who are not parties to such action, a committee of such Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Directors who are not parties to such action, a committee of such Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the Corporation.

Notwithstanding anything contained to the contrary in these Bylaws, no potential indemnitee shall be entitled to advancement of expenses under these Bylaws, unless authorized by a majority of the disinterested members of the Board of Directors, in any action involving a proceeding by the Corporation directly against the indemnitee for any claim by the Corporation against the indemnitee involving a breach of fiduciary duty of the indemnitee to the Corporation, or gross negligence, bad faith, intentional or reckless misconduct, unlawful conduct or other forms of misconduct by the indemnitee or otherwise where the Corporation is seeking damages against the indemnitee.

3. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to an advancement of expenses, pursuant to the provisions of this Article VI, to any person who was or is a party or is threatened to be made a party to or is otherwise involved in any Proceeding by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation, as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

4. Nature of Indemnification Rights. The indemnification rights provided in this Article VI shall be a contract right and shall not be deemed exclusive of any other rights to which any person, whether or not entitled to be indemnified hereunder, may be entitled by law or under any bylaw, agreement, vote of stockholders or Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of such a person. A Director or officer shall be entitled to the benefit of any amendment of the DGCL which enlarges indemnification rights hereunder, but any such amendment which adversely affects indemnification rights with respect to prior activities shall not apply to him without his consent unless otherwise required by law. Each person who is or becomes a Director or officer of the Corporation shall be deemed to have served or to have continued to serve in such capacity in reliance upon the indemnity provided for in this Article VI.

5. Amendment. The provisions of this Article VI may be amended as provided in Article VII; provided, however, no amendment or repeal of such provisions which adversely affects the rights of a Director or officer under this Article VI with respect to his acts or omissions prior to such amendment or repeal, shall apply to him without his consent.

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ARTICLE VII

Restrictions on Transfers
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1. General Restrictions on Transfers. Except as expressly approved by the Board of Directors, which approval shall not be unreasonably withheld, no shares of Common Stock shall be sold, exchanged, assigned, transferred, gifted, distributed, bequeathed, encumbered, pledged, hypothecated or otherwise disposed of (directly or indirectly through an agent, executor, heir, administrator, trustee, receiver, conservator or other representative), including by operation of law (including upon death, dissolution of marriage, bankruptcy, legal incapacity or otherwise), except as otherwise provided in these Bylaws, including Section 2 below of this Article. The Board of Directors, in its sole discretion, may waive any prohibition on any specific transfer or other disposition, may impose restrictions on any permitted transfer or disposition, or may waive the transfer or disposition but subject to certain other provisions of these Bylaws. Any permitted transferee shall receive the transferred shares subject to all provisions of these Bylaws, and as a condition to such transfer or disposition, the Corporation may request that the transferee acknowledge acceptance and agreement to these Bylaws.

Any transfer of shares in violation of any provisions of these Bylaws shall be null and void and ineffective to transfer such shares and shall not be binding upon or be recognized by the Corporation and any such transferee shall not be treated as or deemed to be a stockholder for any purpose. In addition to and not in limitation of any other legal or equitable remedies which it may have, the Corporation and any of its stockholders may enforce its rights hereunder by actions for specific performance. The Board of Directors may in good faith and with a proper corporate purpose waive, modify, supplement or otherwise amend the application of the provisions of this Article in any individual instance.

2. Permitted Transfers. Notwithstanding the general restrictions against transfer imposed under Section 1 above, the following will be deemed to be “Permitted Transfers” and may be made without triggering the Corporation's right of first refusal set forth under this Article; provided that, prior to any such Permitted Transfer, the proposed recipient of the Shares to be transferred (the "Permitted Transferee") agrees, in writing, to be bound by the terms and conditions set forth in this Agreement: (a) transfers of shares between a stockholder and his or her spouse or issue, or the trustees of a trust in which the stockholder or such spouse or issue has the principal beneficial interest; (b) transfers of shares between the stockholder and the stockholder's guardian or conservator; (c) transfers of shares to the stockholder's executor, administrator or other representative upon the stockholder's death. All such Permitted Transfers shall receive such transferred shares subject to all of the provisions and restrictions of these Bylaws. Notwithstanding anything in these Bylaws to the contrary, no transfer or other disposition of shares may be made to a competitor of the Corporation, as determined in good faith by the Board of Directors, and any such transfer shall be void ab initio, and the shares of stock transferred to such competitor shall be cancelled on the books, records and stock ledger of the Corporation.

3. Restrictions Applicable to Future Issuances. The restrictions on transfer set forth in this Article VII shall not only apply to the shares of Common Stock presently issued and outstanding but shall also extend to and include all shares of Common Stock hereafter acquired by a stockholder or to which the stockholder becomes entitled in the future by reason of his, her or its ownership of shares (whether currently held and/or hereafter acquired) by way of stock dividends, stock split or otherwise.

4. Termination of Restrictions. The restrictions on transfer set forth in these Bylaws shall terminate upon the occurrence of any of the following events: (a) the liquidation, dissolution, bankruptcy or insolvency of the Corporation; or (b) the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or, if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, the sale, lease, transfer or other disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation, except where such sale, lease, transfer or other disposition is to the Corporation or one or more wholly owned subsidiaries of the Corporation and the holders of the Corporation’s shares of capital stock outstanding immediately prior to such sale, lease, transfer or other disposition continue to represent at least a majority, by voting power, of the equity securities of the Corporation immediately following such sale, lease, transfer or other disposition, (c) a merger or consolidation in which (i) the Corporation is a constituent party or (ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for equity securities that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the equity securities of (1) the surviving or resulting party or (2) the parent of such surviving or resulting party if the surviving or resulting party is a wholly owned subsidiary of another party immediately following such merger or consolidation; or (d) whenever there shall be a public market for the shares of Common Stock (or any securities issued in exchange for the shares of Common Stock).

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ARTICLE VIII

Right of First Refusal
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1. Right of First Refusal and Offer to the Corporation. In the event a stockholder desires to transfer shares of stock to a third party (other than as permitted by Article VII, Section 2), before making or attempting the transfer of any share, the stockholder shall offer such shares to the Corporation for purchase by it in the manner and upon the terms set forth in this Article VIII (the "Offer"). The Offer shall state the name and address of the proposed recipient (the "Offeree") and the price or consideration, if any, to be paid by such Offeree for the shares (the “Offered Shares”) and the terms of the proposed offer. The stockholder shall transmit the Offer as promptly as possible to the Corporation (time being of the essence). The Corporation may assign all or a portion of its right to purchase the Offered Shares to other stockholders of the Corporation, in the discretion of the Board of Directors. The Board of Directors may in good faith and with a proper corporate purpose waive, modify, supplement or otherwise amend the application of the provisions of this Article in any individual instance.

2. Acceptance by the Corporation. The Corporation shall have the assignable right, at any time within forty five (45) days after receipt of the Offer, to elect to accept the same by so notifying the stockholder attempting to transfer Shares (the "Offeror") in a writing setting forth its acceptance of the Offer. The price at which the Corporation shall purchase, and at which the stockholder shall sell, the shares shall be the price stated in the Offer; provided, however, that such Offer is a bona fide offer. If the Offer is not a bona fide Offer, as determined by the Board of Directors in its reasonable discretion, the price shall be the fair market value of the Shares as determined in accordance with Article IX, Section 3 (the "Fair Market Value").

3. Completion of Transfers to the Offeree. If the Corporation fails to elect to purchase the Offered Shares, or having accepted, shall fail to purchase such shares pursuant to the terms of these Bylaws, the Offeror may, prior to the expiration of sixty (60) days from the date of such return by the Corporation, complete the transfer specified in the Offer with the Offeree named in the Offer (and no other). After the expiration of said sixty (60) days, the stockholder may not transfer the Offered Shares to the Offeree without again offering the Offered Shares to the Corporation for purchase by it hereunder. It shall be a condition to the completion of any transfers completed under this Article VIII that the Offeree agrees, in writing, to be bound by the terms and conditions set forth in these Bylaws.

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ARTICLE IX

Repurchase Rights
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1. Repurchase Rights at Fair Market Value. Upon the occurrence of any of the following events with respect to any stockholder, the Corporation shall have the continuing right (but not the obligation) to purchase all of the shares held by the stockholder and the stockholder's Permitted Transferees at a price equal to the Fair Market Value of the shares: (a) the stockholder dies or becomes disabled; (b) the stockholder files a voluntary petition under any bankruptcy or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors; (c) the stockholder is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to such stockholder's shares and such involuntary petition or assignment or attachment is not discharged within sixty (60) days after its date; or (d) the stockholder is subject to a transfer of such stockholder's shares by operation of law (other than as a result of the stockholder's death or disability). In connection with the Corporation's repurchase rights under this Article IX, the stockholder, and on behalf of the stockholder's Permitted Transferees, agrees that such Permitted Transferees shall be obligated to sell to the Corporation all shares transferred to them from the stockholder. Any action of the Corporation in electing to purchase or in purchasing or in requiring the sale to it of any shares under these bylaws, or in paying for such shares or in waiving any provisions of this Agreement, or in any other matter referred to in this Agreement, shall require, and may be effected by, a vote of the Board of Directors. The Board of Directors may in good faith and with a proper corporate purpose waive, modify, supplement or otherwise amend the application of the provisions of this Article in any individual instance.

2. Repurchase Rights at Original Purchase Price in the Event of Termination for Cause. Upon a termination of the employment or any consulting engagement or advisory role of a stockholder for “Cause,” the Corporation shall have the continuing right (but not the obligation) to purchase all of the shares held by the stockholder and the stockholder's Permitted Transferees at a price equal to the original purchase price of the shares (or in the case of an exercise of a stock option, at the exercise price of such option).

For purposes of these Bylaws, “Cause” is defined as (i) a stockholder’s failure to perform his assigned duties or responsibilities after notice thereof from the Corporation’s Board of Directors or its President and/or Chief Executive Officer describing the failure to perform such duties or responsibilities and providing the stockholder thirty (30) days to remedy such failure; (ii) the stockholder’s engaging in any act of dishonesty, breach of fiduciary duty as an officer or director of the Corporation, fraud or misrepresentation in connection with services to the Corporation; (iii) the stockholder’s violation of any federal or state law or regulation applicable to the business of the Corporation which results in damage or injury to the Corporation; (iv) the stockholder’s breach of any noncompetition or nonsolicitation covenant, or confidentiality agreement or invention assignment agreement between stockholder and the Corporation (or any customer or vendor of the Corporation); (v) a conviction of, guilty or nolo contendere plea to, or confession of guilt of, a felony, either in connection with the performance of the stockholder’s obligations to the Corporation, or which adversely affects the stockholder’s ability to perform such obligations, or which otherwise adversely affects the business activities, reputation, goodwill or image of the Corporation; (vi) reckless, intentional or willful misconduct or gross negligence of the stockholder in connection with the performance of assigned duties or breach of the material terms of employment or consultancy after a written notice and a ten-day opportunity to cure, if curable, as determined in the sole discretion of the Board of Directors; (vii) a breach of fiduciary duty as an officer (or director, if applicable) of the Corporation; (viii) the commission of an act of fraud, embezzlement or deliberate disregard of the rules or policies of the Corporation which results in verifiable loss, damage or injury to the Corporation, or otherwise adversely affects the business activities, reputation, goodwill or image of the Corporation; (ix) the unauthorized disclosure by the stockholder of any trade secret or confidential information of the Corporation or any of its clients or customers, which results in damage or injury to the Corporation, or otherwise adversely affects the business activities, reputation, goodwill or image of the Corporation or its clients or customers; or (x) the unauthorized use of any illegal substances or other abuse of substances (whether legal or illegal) which results in damage or injury to the Corporation, or otherwise adversely affects the business activities, reputation, goodwill or image of the Corporation or its clients or customers.

3. Fair Market Value Determined by Board. For purposes of any repurchase of shares under these Bylaws, the Fair Market Value of the shares shall be equal to the fair market value of the Corporation's Common Stock, as determined from time to time, in good faith, by the Board of Directors in its sole discretion. Any determination of Fair Market Value by the Board of Directors in accordance with this Article IX, Section 3, shall, absent any action by the Board of Directors to modify such determination, remain in effect for six (6) months.

The following factors shall be deemed relevant for purposes of determining Fair Market Value by the Board of Directors. The factors which the Board of Directors shall consider shall include, without limitation, recent sale and offer prices of the capital stock of the Corporation in private transactions negotiated at arm’s length; recent valuations of the Common Stock undertaken for IRS 409A purposes; revenues and operating earnings of the Corporation for the most recent twelve-month period; projected revenues and operating earnings of the Corporation for the next twelve-month period; the positive cash flow of the Corporation, discounted to present value; the nature and timing of any product releases, product orders and product shipments; generation of significant orders, cash flow from operations, consummation of relationships with strategic partners; the book value of the Corporation’s assets as recorded on the most recently prepared balance sheet of the Corporation; the price/earnings multiples of comparable publicly-traded companies, but discounted for the illiquidity and lack of marketability associated with the Corporations’ status as a private company; a comparison of the revenue-to-sale and EBITDA ratios and multiples of acquisition of comparable privately-held companies; and appropriate consideration of the senior rights, preferences and privileges of all series of preferred stock outstanding, in relation to other series of outstanding preferred stock; and other pertinent factors determined by the Board of Directors to be relevant to the Enterprise Value of the Corporation and the Fair Market Value of any stock in relation to such Enterprise Value, but excluding discounts for minority holdings, and the impact of any redemption of the future working capital needs and operations of the Corporation, as determined in good faith by the Board of Directors. The “Enterprise Value” shall be the price which could be obtained for the sale or transfer to an unrelated third party of one hundred percent (100%) of the equity interest in the Corporation on a consolidated basis if the Corporation were sold to a willing buyer by a willing seller in a single arm’s-length transaction.

4. Appraisal. If no determination of Fair Market Value pursuant to Section 3 is in effect, and the parties to a proposed transaction cannot agree upon the Fair Market Value of the Common Stock, the Fair Market Value shall be determined by appraisal. The cost of the appraisal shall be borne by the stockholder if the stockholder disagrees with the Board of Director’s determination of Fair Market Value and Enterprise Value. In such case, the parties to a proposed transfer shall appoint an appraiser; provided that, if the parties are unable to agree on an appraiser within sixty (60) days, an appraiser shall be appointed by the American Arbitration Association or a similar dispute resolution body, located in Boston, Massachusetts. The appraiser shall proceed to determine Fair Market Value as of a convenient date selected by it, and such determination shall be final and binding upon all parties. For purposes of any appraisal under this Section, the Fair Market Value shall be the price per share that a ready, willing and able buyer would pay to a ready, willing and able seller in a bona fide transaction negotiated at arm's length, where neither party is under any compulsion to buy or sell and each party is in possession of all relevant information, considering all material relevant factors affecting the value of such shares at the date of determination, including, but not limited to, the impact of any minority interest and/or other applicable discount factors. The Corporation shall promptly furnish to the appraiser such financial information as it may reasonably request. The appraiser shall promptly notify the Corporation and the parties to the proposed transfer in writing of its final determination of Fair Market Value.

5. The Repurchase Rights mentioned above shall be independent of any repurchase rights and conditions that may arise on account of any agreement entered into by and between the Corporation and any of its shareholders. In the event of any conflict between this Article IX and any such agreement, the terms of such agreement shall prevail.

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ARTICLE X

Drag Along Rights
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1. Approval and Notice of Acquisition. If the Board of Directors approves an Acquisition and recommends such Acquisition to the stockholders, and stockholders holding a majority of the outstanding shares of capital stock of the Corporation approve the Acquisition, then the following principles shall apply. The Corporation shall send each stockholder notice of such Acquisition at least ten (10) days prior to the closing date of the Acquisition, along with the Board of Directors’ recommendation as to the merits of the Acquisition. The notice shall include a reasonably detailed description of the Acquisition, including the proposed time and place of closing, the consideration to be received by the stockholders and any other material terms. An “Acquisition” shall mean a change of control of the Corporation pursuant to which a bona fide, unaffiliated third party proposes to acquire in one or a series of related transactions all or substantially all of the assets, or all or substantially all of the capital stock, of the Corporation, whether by purchase, lease, merger, consolidation, reorganization, asset sale, share exchange, share purchase, exclusive license, business combination or otherwise in a transaction determined by the Board of Directors to be deemed an “Acquisition.” Those stockholders holding a majority of the outstanding shares of capital stock of the Corporation and approving the Acquisition shall be deemed “Approving Stockholders.” Those stockholders who are not Approving Stockholders shall be deemed “Remaining Stockholders.”

2. Drag Along Principles. In connection with the closing of the Acquisition, the Remaining Stockholders shall (a) consent to, vote for and raise no objections to the Acquisition, and (b) waive any dissenters rights, appraisal rights or similar rights, if any, in connection with the Acquisition. If the Acquisition is structured as a sale of the capital stock of the Corporation, the Remaining Stockholders shall agree to sell all of their shares of capital stock of the Corporation on the same terms and conditions approved by the Board of Directors and the Approving Stockholders. The Remaining Stockholders shall take all reasonably necessary and desirable actions requested by the Board of Directors and the Approving Stockholders in connection with the consummation of the Acquisition, including, without limitation, the execution of such agreements and such instruments (collectively, the “Sale Documents”) and other actions reasonably necessary to (a) effectuate the Acquisition, including (only in the case that a third party requires both the Corporation and all of the Approving Stockholders and the Remaining Stockholders to individually sign such Sale Documents) making such customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other customary agreements relating to such Acquisition (provided that any Stockholder’s aggregate liability pursuant to the Sale Documents or otherwise in connection with the Acquisition shall be limited to the value of the consideration received by such Stockholder in the Acquisition), and (b) effectuate the agreed-upon allocation and distribution of the aggregate consideration upon the Acquisition.

3. Appointment of Proxy. Each stockholder hereby irrevocably appoints, for so long as the provisions of Sections 1 and 2 of this Article remain in effect, a person designated by the vote or consent of the Board of Directors, as such stockholder’s attorney and proxy with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to the shares of capital stock of the Corporation owned by such Stockholder, solely on the matters and in the manner specified in Sections 1 and 2 of this Article. THE PROXY AND POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 3 OF THIS ARTICLE ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Remaining Stockholder hereby revokes all other proxies and powers of attorney on the matters specified in Sections 1 and 2 of this Article with respect to the shares of capital stock of the Corporation which such Remaining Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by such Remaining Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of each stockholder and any obligation of a stockholder under these Bylaws shall be binding upon the heirs, personal representatives, successors, transferees and successors of such stockholder.

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ARTICLE XI

Miscellaneous Provisions
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1. Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on December 31st of each year.

2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

3. Notices and Waivers. Whenever by law or under the provisions of the Certificate of Incorporation or these Bylaws notice is required to be given to any Director or stockholder, it will not be construed to require personal notice, but such notice may be given in writing, addressed to such Director or stockholder, at the address of such Director or stockholder as it appears on the records of the Corporation. Notice to Directors for proposed meetings of the Board of Directors may be given by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, overnight courier, first class mail (postage prepaid), telegraph, or by electronic mail or other electronic means, during normal business hours. Notice in writing to stockholders may be delivered by mail with postage thereon prepaid, facsimile, overnight courier, first class mail (postage prepaid), telegraph, or by electronic mail or other electronic means, or by courier service and such notice will be deemed to be given at the time when the same is deposited in the United States mail or upon delivery, if given by courier service, or receipt if given by electronic mail or other electronic means. Notice to stockholders or Directors (for any purpose other than a notice of a Proposed meeting of the Board of Directors) may also be given by telephone, telegram, facsimile, electronic mail, electronic transmission or similar medium of communication or as otherwise may be permitted by these Bylaws. If such notice is delivered to a Director or stockholder by electronic mail, such notice shall be deemed given when directed to the electronic mail address provided by such Director or stockholder, and if such notice is delivered by any other electronic transmission, such notice shall be deemed given when directed to such Director or stockholder. Notice shall be given to each Director in person or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph, facsimile transmission or PDF, or by electronic mail or other electronic means, during normal business hours, at least two (2) business days in advance of the meeting.

Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to such notice, whether before or after the time of the event for which notice is to be given, will be deemed equivalent to such notice. Attendance of a person at a meeting in person, by remote communication or by proxy, will constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

4. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the Corporation in its behalf shall be signed by the President or Treasurer, or by any other officer of the Corporation designated by the Board of Directors, except as the Board of Directors may generally or in particular cases otherwise determine.

5. Voting of Securities. Unless otherwise provided by the Board of Directors, the President or Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

6. Resident Agent. The Board of Directors may appoint a resident agent in any jurisdiction upon whom legal process may be served in any action or proceeding against the Corporation.

7. Corporate Records. The original or attested copies of the Certificate of Incorporation, Bylaws and records of all meetings of the incorporator, stockholders and the Board of Directors and the stock and transfer records, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, shall be kept at the principal office of the Corporation, at the office of its counsel, or at an office of its transfer agent.

8. Certificate of Incorporation. All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

9. Conflict with Applicable Law or Certificate of Incorporation. These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

10. Amendments of Bylaws. These Bylaws may be amended or repealed or additional Bylaws adopted by the stockholders or by the Board of Directors; provided that (a) the Board of Directors may not amend or repeal any provision of these Bylaws which by law, by the Certificate of Incorporation or by these Bylaws requires action by the stockholders, and (b) any amendment or repeal of these Bylaws by the Board of Directors and any Bylaw adopted by the Board of Directors may be amended or repealed by the stockholders.

SoylentNews PBC Original Bylaws

2014-10-04T14:54:59Z

BlackHole: Protected "SoylentNews PBC Original Bylaws" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

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'''SoylentNews PBC'''

(the “''Corporation''”)

'''BYLAWS'''

ARTICLE I

Offices
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1. Offices. The Corporation may have offices at such places, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

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ARTICLE II

Stockholders
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1. Annual Meeting. The annual meeting of stockholders shall be held each year at the place, date and time determined by the Board of Directors or the President. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Certificate of Incorporation (as may be amended or restated from time to time, the “Certificate of Incorporation”) or by these Bylaws, may be specified by the Board of Directors or the President. If no annual meeting has been held in any fiscal year, a special meeting in lieu thereof may be held or there may be action by written consent of the stockholders on matters to be voted on at the annual meeting, and such special meeting or written consent shall have for the purposes of these Bylaws or otherwise all the force and effect of an annual meeting.

2. Special Meetings. Special meetings of stockholders may be called by the President or by the Board of Directors. Special meetings shall be called by the Secretary, or in case of death, absence, incapacity or refusal of the Secretary, by any other officer, upon written application of one or more stockholders who hold at least a majority in interest of the capital stock entitled to vote at such meeting. The call for the meeting shall state the place (if any), date, hour and purposes of the meeting. Only the purposes specified in the notice of special meeting shall be considered or dealt with at such special meeting.

3. Place of Meeting. Meetings of stockholders may be held at such place, either within or without the State of Delaware, as may be determined by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication. The Board of Directors may also, in its sole discretion, determine that stockholders and proxy holders may attend and participate by means of remote communication in a stockholder meeting held at a designated place. As to any meeting where attendance and participation by remote communication is authorized by the Board of Directors in its sole discretion (including any meeting held solely by remote communication), and subject to such guidelines and procedures as the Board of Directors may adopt for any meeting, stockholders and proxy holders not physically present at such meeting of the stockholders shall be entitled to: (i) participate in any meeting of the stockholders; and (ii) be deemed present in person and vote at such meeting of the stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

4. Notice of Meetings. Except as otherwise provided by law or the Certificate of Incorporation, notice given in writing or by electronic transmission of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, if any, date and hour and purpose or purposes of the meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission (in a manner consistent with the Delaware General Corporation Law (the “DGCL”)), and such notice shall be deemed to be given at the time, if delivered by electronic mail when directed to an electronic mail address at which the stockholder has consented to receive notice, and if delivered by any other form of electronic transmission when directed to the stockholder. Notice of the time, place, if any, and purpose of any meeting of stockholders may be waived (i) in writing signed by the person entitled to notice thereof or (ii) by electronic transmission made by the person entitled to notice, either before or after such meeting. Notice will be waived by any stockholder by his attendance thereat in person, by remote communication, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

5. Quorum. The holders of a majority of the voting power of all shares of capital stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum. Any meeting may be adjourned from time to time by the holders of a majority of the votes properly cast upon the question, whether or not a quorum is present. The stockholders present at a duly constituted meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to reduce the voting shares below a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

6. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the Corporation unless otherwise provided by law or by the Certificate of Incorporation. Stockholders may vote either in person or by written proxy or express directly or by written proxy their consent or dissent to a corporate action taken without a meeting, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period or is irrevocable and coupled with an interest. Proxies shall be filed with the secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date.

7. Action at a Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the voting power of the shares of stock voting on such matter except where a larger vote is required by law, by the Certificate of Incorporation or by these Bylaws. Any election of Directors by stockholders shall be determined by a plurality of the votes cast, except where a larger vote or different vote is required by law, by the Certificate of Incorporation or by these Bylaws. The Corporation shall not directly or indirectly vote any share of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

8. Action without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted by law to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote (a) if a consent or consents thereto in writing setting forth the action so taken, shall be signed by the holders of all of the outstanding shares of stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office, by hand or by certified mail, return receipt requested or to the Corporation’s principal place of business or to the officer of the Corporation having custody of the minute book, or (b) by electronic transmission setting forth the action so taken made by the holders of all of the outstanding shares of stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Every written consent or electronic transmission shall bear the date of signature or proper identity of the stockholder, respectively, and no written consent or electronic transmission shall be effective unless, within sixty (60) days of the earliest dated consent or electronic transmission delivered pursuant to these Bylaws, written consents signed, or electronic transmissions made, by a sufficient number of stockholders entitled to take action are delivered to the Corporation in the manner set forth in these Bylaws. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent or electronic transmission shall be given to those stockholders who have not consented in writing.

9. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder; provided that such list shall not be required to contain the electronic mail address or other electronic contact information of any stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of electronic communication or if attendance at and participation in the meeting is permitted by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

10. Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of stockholders, the President, or in his or her absence or inability to act, the person whom the President shall appoint, shall act as chairman of, and preside at, the meeting. The Secretary of the Corporation or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint Secretary of the meeting, shall act as Secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

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ARTICLE III

Directors
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1. Powers. The business of the Corporation shall be managed by or under the direction of a Board of Directors who may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.

2. Election and Qualification. Unless otherwise provided in the Certificate of Incorporation or in these Bylaws the number of Directors which shall constitute the whole Board of Directors shall be determined by vote of the stockholders at the annual meeting. Directors need not be stockholders.

3. Vacancies: Reduction of Board. Unless otherwise provided in the Certificate of Incorporation or unless otherwise determined by vote of the stockholders, a majority of the Directors then in office, although less than a quorum, or a sole remaining Director, may fill vacancies in the Board of Directors occurring for any reason and newly created directorships resulting from any increase in the authorized number of Directors. Unless otherwise provided in the Certificate of Incorporation, in lieu of filling any such vacancy the stockholders may reduce the number of Directors.

4. Enlargement of the Board. The Board of Directors may be enlarged by the stockholders at any meeting or by vote of a majority of the Directors then in office.

5. Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, Directors shall hold office until their successors are duly elected and qualified or until their earlier resignation or removal. Any Director may resign by delivering his written resignation to the Corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

6. Removal. To the extent permitted by law, a Director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of such Director or by way of a resolution passed in writing by the holders of a majority of the shares of stock entitled to vote in the election of such Director. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.

7. Meetings. Regular meetings of the Board of Directors may be held at such time, date and place (if any) as the Board of Directors may from time to time determine, but no less often than semi-annually, at the headquarters of the Corporation (unless the Board of Directors shall select another location) or by conference telephone call. Special meetings of the Board of Directors may be called, orally or in writing, by the Chief Executive Officer, the President or by any Director (or the sole Director, as applicable), designating the time, date and place (if any) thereof on two (2) business days prior notice. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.

8. Notice of Meetings. Notice of the time, date and place (if any) of all special meetings of the Board of Directors shall be given to each Director by the Secretary, or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph, facsimile transmission or PDF, or by electronic mail or other electronic means, during normal business hours, at least two (2) business days in advance of the meeting. Notice need not be given to any Director if a written waiver of notice is executed by him before or after the meeting, or if communication with such Director is unlawful, and will be waived by any Director by attendance thereat, except when the Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

9. Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Notwithstanding anything contained in this Section to the contrary, and for the avoidance of doubt, the quorum requirement at a meeting called solely with respect to an emergency event relating to the Corporation (as determined in good faith by the Board of Directors) that requires immediate action by the Board of Directors shall be the presence of a majority of Directors then in office.

10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors, unless otherwise provided by law, by the Certificate of Incorporation or by these Bylaws.

11. Action without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or committee thereof may be taken without a meeting if all members of the Board of Directors or committee thereof 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 or committee thereof. 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. The consents (and transmission thereof) shall be valid whether executed and delivered via electronic or facsimile transmission, PDF, hand delivery, or other means. Such consent shall be treated as a valid and proper vote of the Board of Directors or committee thereof for all purposes.

12. Committees. The Board of Directors, by vote of a majority of the Directors then in office, may establish one or more committees, each committee to consist of one or more Directors, and may delegate thereto some or all of its powers except those which by law, by the Certificate of Incorporation, or by these Bylaws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these Bylaws for the Board of Directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board may abolish any committee, other than the Compensation Committee, at any time. Each such committee shall report its action to the Board of Directors who shall have power to rescind any action of any committee, other than the Compensation Committee, without retroactive effect.

13. Protection of Confidential Information; Recusal for Conflicts of Interest. Each Director acknowledges that as part of his or her service to the Corporation, and the exercise of his or her fiduciary duties on behalf of the Corporation, the Director may receive from the Corporation confidential information of the Corporation (and its customers, strategic partners, joint venture partners, vendors and suppliers). This confidential information includes, without limitation, nonpublic financial information, business and market strategy reports and presentations, pricing information, development activities and new projects, material contracts, plans and strategies (including reports and presentations to the Board of Directors), invention disclosures, patentable and unpatentable inventions, technical specifications and information, and other data, unpublished patent or invention disclosures blueprints, marketing reports, technical specifications and data, and information on competitors of the Corporation and/or its strategic partners (whether in hard copy or electronic media). Each Director shall not use or disclose such confidential information for any purpose other than to promote and serve the best interests of the Corporation and its stockholders. The executive officers and the Board of Directors may limit or restrict the information to be provided to any Director in order to protect sensitive or competitive information. A majority of the disinterested members of the Board of Directors shall have the right to exclude any Director from portions of meetings of the Board of Directors (or any Committee) or omit to provide the Director with certain information if such members of the Board of Directors believe in good faith and with the exercise of due care that such exclusion or omission is necessary (a) in order to preserve the Corporation’s attorney-client privilege, (b) in order to fulfill the Corporation’s obligations with respect to confidential or proprietary information of third parties, or to protect the confidentiality of unpatentable information or competitive business information of the Corporation (or its customers, strategic partners, vendors and suppliers), or (c) because such meeting or information would include information, analyses or discussions which could pose a potential conflict of interest for the Director (or his or her affiliated organization or entity) and the business, operations, affairs or prospects of the Corporation.

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ARTICLE IV

Officers
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1. Enumeration. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Treasurer, a Secretary and such other officers, including one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine.

2. Election. The Chief Executive Officer, President, Treasurer and Secretary shall be elected bi-annually by the Board of Directors at their first meeting following the annual meeting of stockholders. Other officers may be chosen by the Board of Directors at such meeting or at any other meeting.

3. Qualification. No officer need be a stockholder or Director. Any two or more offices may be held by the same person.

4. Tenure. Except as otherwise provided by the Certificate of Incorporation or by these Bylaws, each of the officers of the Corporation shall hold his office until his successor is duly elected and qualified or until his earlier resignation or removal. Any officer may resign by delivering his written resignation to the Corporation, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5. Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the entire number of Directors then in office.

6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

7. Chairman. 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 deadlock.

8. President and Vice Presidents. 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. The President shall preside, when present, at all meetings of stockholders and the Board of Directors. The Board of Directors shall have the authority to appoint a temporary presiding officer to serve at any meeting of the stockholders or Board of Directors if the President is unable to do so for any reason.

Any Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers and responsible of and be subject to all the restrictions upon the President.

9. Treasurer and Assistant Treasurers. 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.

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

10. Secretary and Assistant Secretaries. The Secretary shall record the proceedings of all meetings of the stockholders and the Board of Directors in books kept for that purpose. In his absence from any such meeting an Assistant Secretary, or if he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof.

The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation) and shall have such other duties and powers as may be designated from time to time by the Board of Directors or the President. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time designate.

11. Other Powers and Duties. 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.

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ARTICLE V

Capital Stock
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1. Certificates of Stock. Unless the Board of Directors has provided by resolution that some or all of any or all classes or series of stock of the Corporation shall be uncertificated shares, each stockholder shall be entitled to a certificate of stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the Chairperson or Vice-Chairperson of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Such signatures may be delivered by facsimile or electronic transmission. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. The Corporation shall, at the option of the Board of Directors or as otherwise stated in the Certificate of Incorporation, be permitted to issue fractional shares.

2. Transfers. Subject to any restrictions on transfer, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

3. Record Holders. Except as may otherwise be required by law, by the Certificate of Incorporation or by these Bylaws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws. It shall be the duty of each stockholder to notify the Corporation of his post office address.

4. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not precede the date on which it is established, and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, more than ten (10) days after the date on which the resolution fixing the record date for stockholder consent without a meeting is established, nor more than sixty (60) days prior to any other action. In such case only stockholders of record on such record date shall be so entitled notwithstanding any transfer of stock on the books of the Corporation after the record date.

If no record date is fixed, (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, (b) the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this state, to its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

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ARTICLE VI

Indemnification
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1. Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, and whether by or in the right of the Corporation, its stockholders, a third party or otherwise (a “Proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a Director or officer of the Corporation, or is or was a Director or officer of the Corporation serving at its request as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether the basis of such Proceeding is alleged action in an official capacity as a Director, officer or trustee or in any other capacity while serving as a Director, officer or trustee, against all expense (including, but not limited to, attorneys’ fees), liability, loss, judgments, fines, excise taxes, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding, including expenses incurred in seeking such indemnification. In addition, the Corporation shall grant such indemnification to each of its Directors and officers with respect to any matter in a Proceeding as to which his liability is limited pursuant to the Certificate of Incorporation of the Corporation. However, such indemnification shall exclude (i) indemnification with respect to any improper personal benefit which a Director or officer is determined to have received and of the expenses of defending against an improper personal benefit claim unless the Director or officer is successful on the merits in said defense, and (ii) indemnification of present or former officers, Directors, employees or agents of a constituent corporation absorbed in a merger or consolidation transaction with this Corporation with respect to their activities prior to said transaction, unless specifically authorized by the Board of Directors or stockholders of this Corporation. Such indemnification shall include prompt payment of expenses reasonably incurred by a Director or officer in defending a Proceeding in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of the Director or officer to repay such amounts if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation under this Article VI, which undertaking shall be an unsecured general obligation of the Director or officer and may be accepted without regard to his or her ability to make repayment.

2. Right of Indemnitee to Bring Suit. If a claim under this Article VI is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Directors who are not parties to such action, a committee of such Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Directors who are not parties to such action, a committee of such Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the Corporation.

Notwithstanding anything contained to the contrary in these Bylaws, no potential indemnitee shall be entitled to advancement of expenses under these Bylaws, unless authorized by a majority of the disinterested members of the Board of Directors, in any action involving a proceeding by the Corporation directly against the indemnitee for any claim by the Corporation against the indemnitee involving a breach of fiduciary duty of the indemnitee to the Corporation, or gross negligence, bad faith, intentional or reckless misconduct, unlawful conduct or other forms of misconduct by the indemnitee or otherwise where the Corporation is seeking damages against the indemnitee.

3. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to an advancement of expenses, pursuant to the provisions of this Article VI, to any person who was or is a party or is threatened to be made a party to or is otherwise involved in any Proceeding by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation, as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

4. Nature of Indemnification Rights. The indemnification rights provided in this Article VI shall be a contract right and shall not be deemed exclusive of any other rights to which any person, whether or not entitled to be indemnified hereunder, may be entitled by law or under any bylaw, agreement, vote of stockholders or Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of such a person. A Director or officer shall be entitled to the benefit of any amendment of the DGCL which enlarges indemnification rights hereunder, but any such amendment which adversely affects indemnification rights with respect to prior activities shall not apply to him without his consent unless otherwise required by law. Each person who is or becomes a Director or officer of the Corporation shall be deemed to have served or to have continued to serve in such capacity in reliance upon the indemnity provided for in this Article VI.

5. Amendment. The provisions of this Article VI may be amended as provided in Article VII; provided, however, no amendment or repeal of such provisions which adversely affects the rights of a Director or officer under this Article VI with respect to his acts or omissions prior to such amendment or repeal, shall apply to him without his consent.

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ARTICLE VII

Restrictions on Transfers
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1. General Restrictions on Transfers. Except as expressly approved by the Board of Directors, which approval shall not be unreasonably withheld, no shares of Common Stock shall be sold, exchanged, assigned, transferred, gifted, distributed, bequeathed, encumbered, pledged, hypothecated or otherwise disposed of (directly or indirectly through an agent, executor, heir, administrator, trustee, receiver, conservator or other representative), including by operation of law (including upon death, dissolution of marriage, bankruptcy, legal incapacity or otherwise), except as otherwise provided in these Bylaws, including Section 2 below of this Article. The Board of Directors, in its sole discretion, may waive any prohibition on any specific transfer or other disposition, may impose restrictions on any permitted transfer or disposition, or may waive the transfer or disposition but subject to certain other provisions of these Bylaws. Any permitted transferee shall receive the transferred shares subject to all provisions of these Bylaws, and as a condition to such transfer or disposition, the Corporation may request that the transferee acknowledge acceptance and agreement to these Bylaws.

Any transfer of shares in violation of any provisions of these Bylaws shall be null and void and ineffective to transfer such shares and shall not be binding upon or be recognized by the Corporation and any such transferee shall not be treated as or deemed to be a stockholder for any purpose. In addition to and not in limitation of any other legal or equitable remedies which it may have, the Corporation and any of its stockholders may enforce its rights hereunder by actions for specific performance. The Board of Directors may in good faith and with a proper corporate purpose waive, modify, supplement or otherwise amend the application of the provisions of this Article in any individual instance.

2. Permitted Transfers. Notwithstanding the general restrictions against transfer imposed under Section 1 above, the following will be deemed to be “Permitted Transfers” and may be made without triggering the Corporation's right of first refusal set forth under this Article; provided that, prior to any such Permitted Transfer, the proposed recipient of the Shares to be transferred (the "Permitted Transferee") agrees, in writing, to be bound by the terms and conditions set forth in this Agreement: (a) transfers of shares between a stockholder and his or her spouse or issue, or the trustees of a trust in which the stockholder or such spouse or issue has the principal beneficial interest; (b) transfers of shares between the stockholder and the stockholder's guardian or conservator; (c) transfers of shares to the stockholder's executor, administrator or other representative upon the stockholder's death. All such Permitted Transfers shall receive such transferred shares subject to all of the provisions and restrictions of these Bylaws. Notwithstanding anything in these Bylaws to the contrary, no transfer or other disposition of shares may be made to a competitor of the Corporation, as determined in good faith by the Board of Directors, and any such transfer shall be void ab initio, and the shares of stock transferred to such competitor shall be cancelled on the books, records and stock ledger of the Corporation.

3. Restrictions Applicable to Future Issuances. The restrictions on transfer set forth in this Article VII shall not only apply to the shares of Common Stock presently issued and outstanding but shall also extend to and include all shares of Common Stock hereafter acquired by a stockholder or to which the stockholder becomes entitled in the future by reason of his, her or its ownership of shares (whether currently held and/or hereafter acquired) by way of stock dividends, stock split or otherwise.

4. Termination of Restrictions. The restrictions on transfer set forth in these Bylaws shall terminate upon the occurrence of any of the following events: (a) the liquidation, dissolution, bankruptcy or insolvency of the Corporation; or (b) the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or, if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, the sale, lease, transfer or other disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation, except where such sale, lease, transfer or other disposition is to the Corporation or one or more wholly owned subsidiaries of the Corporation and the holders of the Corporation’s shares of capital stock outstanding immediately prior to such sale, lease, transfer or other disposition continue to represent at least a majority, by voting power, of the equity securities of the Corporation immediately following such sale, lease, transfer or other disposition, (c) a merger or consolidation in which (i) the Corporation is a constituent party or (ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for equity securities that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the equity securities of (1) the surviving or resulting party or (2) the parent of such surviving or resulting party if the surviving or resulting party is a wholly owned subsidiary of another party immediately following such merger or consolidation; or (d) whenever there shall be a public market for the shares of Common Stock (or any securities issued in exchange for the shares of Common Stock).

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ARTICLE VIII

Right of First Refusal
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1. Right of First Refusal and Offer to the Corporation. In the event a stockholder desires to transfer shares of stock to a third party (other than as permitted by Article VII, Section 2), before making or attempting the transfer of any share, the stockholder shall offer such shares to the Corporation for purchase by it in the manner and upon the terms set forth in this Article VIII (the "Offer"). The Offer shall state the name and address of the proposed recipient (the "Offeree") and the price or consideration, if any, to be paid by such Offeree for the shares (the “Offered Shares”) and the terms of the proposed offer. The stockholder shall transmit the Offer as promptly as possible to the Corporation (time being of the essence). The Corporation may assign all or a portion of its right to purchase the Offered Shares to other stockholders of the Corporation, in the discretion of the Board of Directors. The Board of Directors may in good faith and with a proper corporate purpose waive, modify, supplement or otherwise amend the application of the provisions of this Article in any individual instance.

2. Acceptance by the Corporation. The Corporation shall have the assignable right, at any time within forty five (45) days after receipt of the Offer, to elect to accept the same by so notifying the stockholder attempting to transfer Shares (the "Offeror") in a writing setting forth its acceptance of the Offer. The price at which the Corporation shall purchase, and at which the stockholder shall sell, the shares shall be the price stated in the Offer; provided, however, that such Offer is a bona fide offer. If the Offer is not a bona fide Offer, as determined by the Board of Directors in its reasonable discretion, the price shall be the fair market value of the Shares as determined in accordance with Article IX, Section 3 (the "Fair Market Value").

3. Completion of Transfers to the Offeree. If the Corporation fails to elect to purchase the Offered Shares, or having accepted, shall fail to purchase such shares pursuant to the terms of these Bylaws, the Offeror may, prior to the expiration of sixty (60) days from the date of such return by the Corporation, complete the transfer specified in the Offer with the Offeree named in the Offer (and no other). After the expiration of said sixty (60) days, the stockholder may not transfer the Offered Shares to the Offeree without again offering the Offered Shares to the Corporation for purchase by it hereunder. It shall be a condition to the completion of any transfers completed under this Article VIII that the Offeree agrees, in writing, to be bound by the terms and conditions set forth in these Bylaws.

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ARTICLE IX

Repurchase Rights
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1. Repurchase Rights at Fair Market Value. Upon the occurrence of any of the following events with respect to any stockholder, the Corporation shall have the continuing right (but not the obligation) to purchase all of the shares held by the stockholder and the stockholder's Permitted Transferees at a price equal to the Fair Market Value of the shares: (a) the stockholder dies or becomes disabled; (b) the stockholder files a voluntary petition under any bankruptcy or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors; (c) the stockholder is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to such stockholder's shares and such involuntary petition or assignment or attachment is not discharged within sixty (60) days after its date; or (d) the stockholder is subject to a transfer of such stockholder's shares by operation of law (other than as a result of the stockholder's death or disability). In connection with the Corporation's repurchase rights under this Article IX, the stockholder, and on behalf of the stockholder's Permitted Transferees, agrees that such Permitted Transferees shall be obligated to sell to the Corporation all shares transferred to them from the stockholder. Any action of the Corporation in electing to purchase or in purchasing or in requiring the sale to it of any shares under these bylaws, or in paying for such shares or in waiving any provisions of this Agreement, or in any other matter referred to in this Agreement, shall require, and may be effected by, a vote of the Board of Directors. The Board of Directors may in good faith and with a proper corporate purpose waive, modify, supplement or otherwise amend the application of the provisions of this Article in any individual instance.

2. Repurchase Rights at Original Purchase Price in the Event of Termination for Cause. Upon a termination of the employment or any consulting engagement or advisory role of a stockholder for “Cause,” the Corporation shall have the continuing right (but not the obligation) to purchase all of the shares held by the stockholder and the stockholder's Permitted Transferees at a price equal to the original purchase price of the shares (or in the case of an exercise of a stock option, at the exercise price of such option).

For purposes of these Bylaws, “Cause” is defined as (i) a stockholder’s failure to perform his assigned duties or responsibilities after notice thereof from the Corporation’s Board of Directors or its President and/or Chief Executive Officer describing the failure to perform such duties or responsibilities and providing the stockholder thirty (30) days to remedy such failure; (ii) the stockholder’s engaging in any act of dishonesty, breach of fiduciary duty as an officer or director of the Corporation, fraud or misrepresentation in connection with services to the Corporation; (iii) the stockholder’s violation of any federal or state law or regulation applicable to the business of the Corporation which results in damage or injury to the Corporation; (iv) the stockholder’s breach of any noncompetition or nonsolicitation covenant, or confidentiality agreement or invention assignment agreement between stockholder and the Corporation (or any customer or vendor of the Corporation); (v) a conviction of, guilty or nolo contendere plea to, or confession of guilt of, a felony, either in connection with the performance of the stockholder’s obligations to the Corporation, or which adversely affects the stockholder’s ability to perform such obligations, or which otherwise adversely affects the business activities, reputation, goodwill or image of the Corporation; (vi) reckless, intentional or willful misconduct or gross negligence of the stockholder in connection with the performance of assigned duties or breach of the material terms of employment or consultancy after a written notice and a ten-day opportunity to cure, if curable, as determined in the sole discretion of the Board of Directors; (vii) a breach of fiduciary duty as an officer (or director, if applicable) of the Corporation; (viii) the commission of an act of fraud, embezzlement or deliberate disregard of the rules or policies of the Corporation which results in verifiable loss, damage or injury to the Corporation, or otherwise adversely affects the business activities, reputation, goodwill or image of the Corporation; (ix) the unauthorized disclosure by the stockholder of any trade secret or confidential information of the Corporation or any of its clients or customers, which results in damage or injury to the Corporation, or otherwise adversely affects the business activities, reputation, goodwill or image of the Corporation or its clients or customers; or (x) the unauthorized use of any illegal substances or other abuse of substances (whether legal or illegal) which results in damage or injury to the Corporation, or otherwise adversely affects the business activities, reputation, goodwill or image of the Corporation or its clients or customers.

3. Fair Market Value Determined by Board. For purposes of any repurchase of shares under these Bylaws, the Fair Market Value of the shares shall be equal to the fair market value of the Corporation's Common Stock, as determined from time to time, in good faith, by the Board of Directors in its sole discretion. Any determination of Fair Market Value by the Board of Directors in accordance with this Article IX, Section 3, shall, absent any action by the Board of Directors to modify such determination, remain in effect for six (6) months.

The following factors shall be deemed relevant for purposes of determining Fair Market Value by the Board of Directors. The factors which the Board of Directors shall consider shall include, without limitation, recent sale and offer prices of the capital stock of the Corporation in private transactions negotiated at arm’s length; recent valuations of the Common Stock undertaken for IRS 409A purposes; revenues and operating earnings of the Corporation for the most recent twelve-month period; projected revenues and operating earnings of the Corporation for the next twelve-month period; the positive cash flow of the Corporation, discounted to present value; the nature and timing of any product releases, product orders and product shipments; generation of significant orders, cash flow from operations, consummation of relationships with strategic partners; the book value of the Corporation’s assets as recorded on the most recently prepared balance sheet of the Corporation; the price/earnings multiples of comparable publicly-traded companies, but discounted for the illiquidity and lack of marketability associated with the Corporations’ status as a private company; a comparison of the revenue-to-sale and EBITDA ratios and multiples of acquisition of comparable privately-held companies; and appropriate consideration of the senior rights, preferences and privileges of all series of preferred stock outstanding, in relation to other series of outstanding preferred stock; and other pertinent factors determined by the Board of Directors to be relevant to the Enterprise Value of the Corporation and the Fair Market Value of any stock in relation to such Enterprise Value, but excluding discounts for minority holdings, and the impact of any redemption of the future working capital needs and operations of the Corporation, as determined in good faith by the Board of Directors. The “Enterprise Value” shall be the price which could be obtained for the sale or transfer to an unrelated third party of one hundred percent (100%) of the equity interest in the Corporation on a consolidated basis if the Corporation were sold to a willing buyer by a willing seller in a single arm’s-length transaction.

4. Appraisal. If no determination of Fair Market Value pursuant to Section 3 is in effect, and the parties to a proposed transaction cannot agree upon the Fair Market Value of the Common Stock, the Fair Market Value shall be determined by appraisal. The cost of the appraisal shall be borne by the stockholder if the stockholder disagrees with the Board of Director’s determination of Fair Market Value and Enterprise Value. In such case, the parties to a proposed transfer shall appoint an appraiser; provided that, if the parties are unable to agree on an appraiser within sixty (60) days, an appraiser shall be appointed by the American Arbitration Association or a similar dispute resolution body, located in Boston, Massachusetts. The appraiser shall proceed to determine Fair Market Value as of a convenient date selected by it, and such determination shall be final and binding upon all parties. For purposes of any appraisal under this Section, the Fair Market Value shall be the price per share that a ready, willing and able buyer would pay to a ready, willing and able seller in a bona fide transaction negotiated at arm's length, where neither party is under any compulsion to buy or sell and each party is in possession of all relevant information, considering all material relevant factors affecting the value of such shares at the date of determination, including, but not limited to, the impact of any minority interest and/or other applicable discount factors. The Corporation shall promptly furnish to the appraiser such financial information as it may reasonably request. The appraiser shall promptly notify the Corporation and the parties to the proposed transfer in writing of its final determination of Fair Market Value.

5. The Repurchase Rights mentioned above shall be independent of any repurchase rights and conditions that may arise on account of any agreement entered into by and between the Corporation and any of its shareholders. In the event of any conflict between this Article IX and any such agreement, the terms of such agreement shall prevail.

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ARTICLE X

Drag Along Rights
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1. Approval and Notice of Acquisition. If the Board of Directors approves an Acquisition and recommends such Acquisition to the stockholders, and stockholders holding a majority of the outstanding shares of capital stock of the Corporation approve the Acquisition, then the following principles shall apply. The Corporation shall send each stockholder notice of such Acquisition at least ten (10) days prior to the closing date of the Acquisition, along with the Board of Directors’ recommendation as to the merits of the Acquisition. The notice shall include a reasonably detailed description of the Acquisition, including the proposed time and place of closing, the consideration to be received by the stockholders and any other material terms. An “Acquisition” shall mean a change of control of the Corporation pursuant to which a bona fide, unaffiliated third party proposes to acquire in one or a series of related transactions all or substantially all of the assets, or all or substantially all of the capital stock, of the Corporation, whether by purchase, lease, merger, consolidation, reorganization, asset sale, share exchange, share purchase, exclusive license, business combination or otherwise in a transaction determined by the Board of Directors to be deemed an “Acquisition.” Those stockholders holding a majority of the outstanding shares of capital stock of the Corporation and approving the Acquisition shall be deemed “Approving Stockholders.” Those stockholders who are not Approving Stockholders shall be deemed “Remaining Stockholders.”

2. Drag Along Principles. In connection with the closing of the Acquisition, the Remaining Stockholders shall (a) consent to, vote for and raise no objections to the Acquisition, and (b) waive any dissenters rights, appraisal rights or similar rights, if any, in connection with the Acquisition. If the Acquisition is structured as a sale of the capital stock of the Corporation, the Remaining Stockholders shall agree to sell all of their shares of capital stock of the Corporation on the same terms and conditions approved by the Board of Directors and the Approving Stockholders. The Remaining Stockholders shall take all reasonably necessary and desirable actions requested by the Board of Directors and the Approving Stockholders in connection with the consummation of the Acquisition, including, without limitation, the execution of such agreements and such instruments (collectively, the “Sale Documents”) and other actions reasonably necessary to (a) effectuate the Acquisition, including (only in the case that a third party requires both the Corporation and all of the Approving Stockholders and the Remaining Stockholders to individually sign such Sale Documents) making such customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other customary agreements relating to such Acquisition (provided that any Stockholder’s aggregate liability pursuant to the Sale Documents or otherwise in connection with the Acquisition shall be limited to the value of the consideration received by such Stockholder in the Acquisition), and (b) effectuate the agreed-upon allocation and distribution of the aggregate consideration upon the Acquisition.

3. Appointment of Proxy. Each stockholder hereby irrevocably appoints, for so long as the provisions of Sections 1 and 2 of this Article remain in effect, a person designated by the vote or consent of the Board of Directors, as such stockholder’s attorney and proxy with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to the shares of capital stock of the Corporation owned by such Stockholder, solely on the matters and in the manner specified in Sections 1 and 2 of this Article. THE PROXY AND POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 3 OF THIS ARTICLE ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Remaining Stockholder hereby revokes all other proxies and powers of attorney on the matters specified in Sections 1 and 2 of this Article with respect to the shares of capital stock of the Corporation which such Remaining Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by such Remaining Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of each stockholder and any obligation of a stockholder under these Bylaws shall be binding upon the heirs, personal representatives, successors, transferees and successors of such stockholder.

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ARTICLE XI

Miscellaneous Provisions
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1. Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on December 31st of each year.

2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

3. Notices and Waivers. Whenever by law or under the provisions of the Certificate of Incorporation or these Bylaws notice is required to be given to any Director or stockholder, it will not be construed to require personal notice, but such notice may be given in writing, addressed to such Director or stockholder, at the address of such Director or stockholder as it appears on the records of the Corporation. Notice to Directors for proposed meetings of the Board of Directors may be given by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, overnight courier, first class mail (postage prepaid), telegraph, or by electronic mail or other electronic means, during normal business hours. Notice in writing to stockholders may be delivered by mail with postage thereon prepaid, facsimile, overnight courier, first class mail (postage prepaid), telegraph, or by electronic mail or other electronic means, or by courier service and such notice will be deemed to be given at the time when the same is deposited in the United States mail or upon delivery, if given by courier service, or receipt if given by electronic mail or other electronic means. Notice to stockholders or Directors (for any purpose other than a notice of a Proposed meeting of the Board of Directors) may also be given by telephone, telegram, facsimile, electronic mail, electronic transmission or similar medium of communication or as otherwise may be permitted by these Bylaws. If such notice is delivered to a Director or stockholder by electronic mail, such notice shall be deemed given when directed to the electronic mail address provided by such Director or stockholder, and if such notice is delivered by any other electronic transmission, such notice shall be deemed given when directed to such Director or stockholder. Notice shall be given to each Director in person or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph, facsimile transmission or PDF, or by electronic mail or other electronic means, during normal business hours, at least two (2) business days in advance of the meeting.

Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to such notice, whether before or after the time of the event for which notice is to be given, will be deemed equivalent to such notice. Attendance of a person at a meeting in person, by remote communication or by proxy, will constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

4. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the Corporation in its behalf shall be signed by the President or Treasurer, or by any other officer of the Corporation designated by the Board of Directors, except as the Board of Directors may generally or in particular cases otherwise determine.

5. Voting of Securities. Unless otherwise provided by the Board of Directors, the President or Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

6. Resident Agent. The Board of Directors may appoint a resident agent in any jurisdiction upon whom legal process may be served in any action or proceeding against the Corporation.

7. Corporate Records. The original or attested copies of the Certificate of Incorporation, Bylaws and records of all meetings of the incorporator, stockholders and the Board of Directors and the stock and transfer records, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, shall be kept at the principal office of the Corporation, at the office of its counsel, or at an office of its transfer agent.

8. Certificate of Incorporation. All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

9. Conflict with Applicable Law or Certificate of Incorporation. These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

10. Amendments of Bylaws. These Bylaws may be amended or repealed or additional Bylaws adopted by the stockholders or by the Board of Directors; provided that (a) the Board of Directors may not amend or repeal any provision of these Bylaws which by law, by the Certificate of Incorporation or by these Bylaws requires action by the stockholders, and (b) any amendment or repeal of these Bylaws by the Board of Directors and any Bylaw adopted by the Board of Directors may be amended or repealed by the stockholders.

SoylentNews PBC Original Bylaws

2014-10-04T14:54:45Z

BlackHole: Created page with "<div class="center" style="width: auto; margin-left: auto; margin-right: auto;"> '''SoylentNews PBC''' (the “''Corporation''”) '''BYLAWS''' ARTICLE I ..."

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'''SoylentNews PBC'''

(the “''Corporation''”)

'''BYLAWS'''

ARTICLE I

Offices
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1. Offices. The Corporation may have offices at such places, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation may require.

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ARTICLE II

Stockholders
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1. Annual Meeting. The annual meeting of stockholders shall be held each year at the place, date and time determined by the Board of Directors or the President. The purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Certificate of Incorporation (as may be amended or restated from time to time, the “Certificate of Incorporation”) or by these Bylaws, may be specified by the Board of Directors or the President. If no annual meeting has been held in any fiscal year, a special meeting in lieu thereof may be held or there may be action by written consent of the stockholders on matters to be voted on at the annual meeting, and such special meeting or written consent shall have for the purposes of these Bylaws or otherwise all the force and effect of an annual meeting.

2. Special Meetings. Special meetings of stockholders may be called by the President or by the Board of Directors. Special meetings shall be called by the Secretary, or in case of death, absence, incapacity or refusal of the Secretary, by any other officer, upon written application of one or more stockholders who hold at least a majority in interest of the capital stock entitled to vote at such meeting. The call for the meeting shall state the place (if any), date, hour and purposes of the meeting. Only the purposes specified in the notice of special meeting shall be considered or dealt with at such special meeting.

3. Place of Meeting. Meetings of stockholders may be held at such place, either within or without the State of Delaware, as may be determined by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication. The Board of Directors may also, in its sole discretion, determine that stockholders and proxy holders may attend and participate by means of remote communication in a stockholder meeting held at a designated place. As to any meeting where attendance and participation by remote communication is authorized by the Board of Directors in its sole discretion (including any meeting held solely by remote communication), and subject to such guidelines and procedures as the Board of Directors may adopt for any meeting, stockholders and proxy holders not physically present at such meeting of the stockholders shall be entitled to: (i) participate in any meeting of the stockholders; and (ii) be deemed present in person and vote at such meeting of the stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

4. Notice of Meetings. Except as otherwise provided by law or the Certificate of Incorporation, notice given in writing or by electronic transmission of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, if any, date and hour and purpose or purposes of the meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission (in a manner consistent with the Delaware General Corporation Law (the “DGCL”)), and such notice shall be deemed to be given at the time, if delivered by electronic mail when directed to an electronic mail address at which the stockholder has consented to receive notice, and if delivered by any other form of electronic transmission when directed to the stockholder. Notice of the time, place, if any, and purpose of any meeting of stockholders may be waived (i) in writing signed by the person entitled to notice thereof or (ii) by electronic transmission made by the person entitled to notice, either before or after such meeting. Notice will be waived by any stockholder by his attendance thereat in person, by remote communication, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

5. Quorum. The holders of a majority of the voting power of all shares of capital stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum. Any meeting may be adjourned from time to time by the holders of a majority of the votes properly cast upon the question, whether or not a quorum is present. The stockholders present at a duly constituted meeting may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to reduce the voting shares below a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

6. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the Corporation unless otherwise provided by law or by the Certificate of Incorporation. Stockholders may vote either in person or by written proxy or express directly or by written proxy their consent or dissent to a corporate action taken without a meeting, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period or is irrevocable and coupled with an interest. Proxies shall be filed with the secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date.

7. Action at a Meeting. When a quorum is present, any matter before the meeting shall be decided by vote of the holders of a majority of the voting power of the shares of stock voting on such matter except where a larger vote is required by law, by the Certificate of Incorporation or by these Bylaws. Any election of Directors by stockholders shall be determined by a plurality of the votes cast, except where a larger vote or different vote is required by law, by the Certificate of Incorporation or by these Bylaws. The Corporation shall not directly or indirectly vote any share of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

8. Action without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted by law to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote (a) if a consent or consents thereto in writing setting forth the action so taken, shall be signed by the holders of all of the outstanding shares of stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office, by hand or by certified mail, return receipt requested or to the Corporation’s principal place of business or to the officer of the Corporation having custody of the minute book, or (b) by electronic transmission setting forth the action so taken made by the holders of all of the outstanding shares of stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Every written consent or electronic transmission shall bear the date of signature or proper identity of the stockholder, respectively, and no written consent or electronic transmission shall be effective unless, within sixty (60) days of the earliest dated consent or electronic transmission delivered pursuant to these Bylaws, written consents signed, or electronic transmissions made, by a sufficient number of stockholders entitled to take action are delivered to the Corporation in the manner set forth in these Bylaws. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent or electronic transmission shall be given to those stockholders who have not consented in writing.

9. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder; provided that such list shall not be required to contain the electronic mail address or other electronic contact information of any stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of electronic communication or if attendance at and participation in the meeting is permitted by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

10. Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of stockholders, the President, or in his or her absence or inability to act, the person whom the President shall appoint, shall act as chairman of, and preside at, the meeting. The Secretary of the Corporation or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint Secretary of the meeting, shall act as Secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

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ARTICLE III

Directors
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1. Powers. The business of the Corporation shall be managed by or under the direction of a Board of Directors who may exercise all the powers of the Corporation except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.

2. Election and Qualification. Unless otherwise provided in the Certificate of Incorporation or in these Bylaws the number of Directors which shall constitute the whole Board of Directors shall be determined by vote of the stockholders at the annual meeting. Directors need not be stockholders.

3. Vacancies: Reduction of Board. Unless otherwise provided in the Certificate of Incorporation or unless otherwise determined by vote of the stockholders, a majority of the Directors then in office, although less than a quorum, or a sole remaining Director, may fill vacancies in the Board of Directors occurring for any reason and newly created directorships resulting from any increase in the authorized number of Directors. Unless otherwise provided in the Certificate of Incorporation, in lieu of filling any such vacancy the stockholders may reduce the number of Directors.

4. Enlargement of the Board. The Board of Directors may be enlarged by the stockholders at any meeting or by vote of a majority of the Directors then in office.

5. Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, Directors shall hold office until their successors are duly elected and qualified or until their earlier resignation or removal. Any Director may resign by delivering his written resignation to the Corporation. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

6. Removal. To the extent permitted by law, a Director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of such Director or by way of a resolution passed in writing by the holders of a majority of the shares of stock entitled to vote in the election of such Director. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.

7. Meetings. Regular meetings of the Board of Directors may be held at such time, date and place (if any) as the Board of Directors may from time to time determine, but no less often than semi-annually, at the headquarters of the Corporation (unless the Board of Directors shall select another location) or by conference telephone call. Special meetings of the Board of Directors may be called, orally or in writing, by the Chief Executive Officer, the President or by any Director (or the sole Director, as applicable), designating the time, date and place (if any) thereof on two (2) business days prior notice. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.

8. Notice of Meetings. Notice of the time, date and place (if any) of all special meetings of the Board of Directors shall be given to each Director by the Secretary, or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph, facsimile transmission or PDF, or by electronic mail or other electronic means, during normal business hours, at least two (2) business days in advance of the meeting. Notice need not be given to any Director if a written waiver of notice is executed by him before or after the meeting, or if communication with such Director is unlawful, and will be waived by any Director by attendance thereat, except when the Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

9. Quorum. At any meeting of the Board of Directors, a majority of the Directors then in office shall constitute a quorum. Notwithstanding anything contained in this Section to the contrary, and for the avoidance of doubt, the quorum requirement at a meeting called solely with respect to an emergency event relating to the Corporation (as determined in good faith by the Board of Directors) that requires immediate action by the Board of Directors shall be the presence of a majority of Directors then in office.

10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors, unless otherwise provided by law, by the Certificate of Incorporation or by these Bylaws.

11. Action without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or committee thereof may be taken without a meeting if all members of the Board of Directors or committee thereof 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 or committee thereof. 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. The consents (and transmission thereof) shall be valid whether executed and delivered via electronic or facsimile transmission, PDF, hand delivery, or other means. Such consent shall be treated as a valid and proper vote of the Board of Directors or committee thereof for all purposes.

12. Committees. The Board of Directors, by vote of a majority of the Directors then in office, may establish one or more committees, each committee to consist of one or more Directors, and may delegate thereto some or all of its powers except those which by law, by the Certificate of Incorporation, or by these Bylaws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these Bylaws for the Board of Directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board may abolish any committee, other than the Compensation Committee, at any time. Each such committee shall report its action to the Board of Directors who shall have power to rescind any action of any committee, other than the Compensation Committee, without retroactive effect.

13. Protection of Confidential Information; Recusal for Conflicts of Interest. Each Director acknowledges that as part of his or her service to the Corporation, and the exercise of his or her fiduciary duties on behalf of the Corporation, the Director may receive from the Corporation confidential information of the Corporation (and its customers, strategic partners, joint venture partners, vendors and suppliers). This confidential information includes, without limitation, nonpublic financial information, business and market strategy reports and presentations, pricing information, development activities and new projects, material contracts, plans and strategies (including reports and presentations to the Board of Directors), invention disclosures, patentable and unpatentable inventions, technical specifications and information, and other data, unpublished patent or invention disclosures blueprints, marketing reports, technical specifications and data, and information on competitors of the Corporation and/or its strategic partners (whether in hard copy or electronic media). Each Director shall not use or disclose such confidential information for any purpose other than to promote and serve the best interests of the Corporation and its stockholders. The executive officers and the Board of Directors may limit or restrict the information to be provided to any Director in order to protect sensitive or competitive information. A majority of the disinterested members of the Board of Directors shall have the right to exclude any Director from portions of meetings of the Board of Directors (or any Committee) or omit to provide the Director with certain information if such members of the Board of Directors believe in good faith and with the exercise of due care that such exclusion or omission is necessary (a) in order to preserve the Corporation’s attorney-client privilege, (b) in order to fulfill the Corporation’s obligations with respect to confidential or proprietary information of third parties, or to protect the confidentiality of unpatentable information or competitive business information of the Corporation (or its customers, strategic partners, vendors and suppliers), or (c) because such meeting or information would include information, analyses or discussions which could pose a potential conflict of interest for the Director (or his or her affiliated organization or entity) and the business, operations, affairs or prospects of the Corporation.

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ARTICLE IV

Officers
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1. Enumeration. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Treasurer, a Secretary and such other officers, including one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine.

2. Election. The Chief Executive Officer, President, Treasurer and Secretary shall be elected bi-annually by the Board of Directors at their first meeting following the annual meeting of stockholders. Other officers may be chosen by the Board of Directors at such meeting or at any other meeting.

3. Qualification. No officer need be a stockholder or Director. Any two or more offices may be held by the same person.

4. Tenure. Except as otherwise provided by the Certificate of Incorporation or by these Bylaws, each of the officers of the Corporation shall hold his office until his successor is duly elected and qualified or until his earlier resignation or removal. Any officer may resign by delivering his written resignation to the Corporation, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

5. Removal. The Board of Directors may remove any officer with or without cause by a vote of a majority of the entire number of Directors then in office.

6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

7. Chairman. 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 deadlock.

8. President and Vice Presidents. 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. The President shall preside, when present, at all meetings of stockholders and the Board of Directors. The Board of Directors shall have the authority to appoint a temporary presiding officer to serve at any meeting of the stockholders or Board of Directors if the President is unable to do so for any reason.

Any Vice President shall have such powers and shall perform such duties as the Board of Directors may from time to time designate. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers and responsible of and be subject to all the restrictions upon the President.

9. Treasurer and Assistant Treasurers. 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.

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors may from time to time designate.

10. Secretary and Assistant Secretaries. The Secretary shall record the proceedings of all meetings of the stockholders and the Board of Directors in books kept for that purpose. In his absence from any such meeting an Assistant Secretary, or if he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof.

The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation) and shall have such other duties and powers as may be designated from time to time by the Board of Directors or the President. Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors may from time to time designate.

11. Other Powers and Duties. 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.

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ARTICLE V

Capital Stock
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1. Certificates of Stock. Unless the Board of Directors has provided by resolution that some or all of any or all classes or series of stock of the Corporation shall be uncertificated shares, each stockholder shall be entitled to a certificate of stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the Chairperson or Vice-Chairperson of the Board of Directors or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary. Such signatures may be delivered by facsimile or electronic transmission. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law. The Corporation shall, at the option of the Board of Directors or as otherwise stated in the Certificate of Incorporation, be permitted to issue fractional shares.

2. Transfers. Subject to any restrictions on transfer, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

3. Record Holders. Except as may otherwise be required by law, by the Certificate of Incorporation or by these Bylaws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws. It shall be the duty of each stockholder to notify the Corporation of his post office address.

4. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not precede the date on which it is established, and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, more than ten (10) days after the date on which the resolution fixing the record date for stockholder consent without a meeting is established, nor more than sixty (60) days prior to any other action. In such case only stockholders of record on such record date shall be so entitled notwithstanding any transfer of stock on the books of the Corporation after the record date.

If no record date is fixed, (a) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, (b) the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this state, to its principal place of business, or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, and (c) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

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ARTICLE VI

Indemnification
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1. Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, and whether by or in the right of the Corporation, its stockholders, a third party or otherwise (a “Proceeding”), by reason of the fact that he, or a person for whom he is the legal representative, is or was a Director or officer of the Corporation, or is or was a Director or officer of the Corporation serving at its request as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether the basis of such Proceeding is alleged action in an official capacity as a Director, officer or trustee or in any other capacity while serving as a Director, officer or trustee, against all expense (including, but not limited to, attorneys’ fees), liability, loss, judgments, fines, excise taxes, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding, including expenses incurred in seeking such indemnification. In addition, the Corporation shall grant such indemnification to each of its Directors and officers with respect to any matter in a Proceeding as to which his liability is limited pursuant to the Certificate of Incorporation of the Corporation. However, such indemnification shall exclude (i) indemnification with respect to any improper personal benefit which a Director or officer is determined to have received and of the expenses of defending against an improper personal benefit claim unless the Director or officer is successful on the merits in said defense, and (ii) indemnification of present or former officers, Directors, employees or agents of a constituent corporation absorbed in a merger or consolidation transaction with this Corporation with respect to their activities prior to said transaction, unless specifically authorized by the Board of Directors or stockholders of this Corporation. Such indemnification shall include prompt payment of expenses reasonably incurred by a Director or officer in defending a Proceeding in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of the Director or officer to repay such amounts if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation under this Article VI, which undertaking shall be an unsecured general obligation of the Director or officer and may be accepted without regard to his or her ability to make repayment.

2. Right of Indemnitee to Bring Suit. If a claim under this Article VI is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its Directors who are not parties to such action, a committee of such Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Directors who are not parties to such action, a committee of such Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI or otherwise shall be on the Corporation.

Notwithstanding anything contained to the contrary in these Bylaws, no potential indemnitee shall be entitled to advancement of expenses under these Bylaws, unless authorized by a majority of the disinterested members of the Board of Directors, in any action involving a proceeding by the Corporation directly against the indemnitee for any claim by the Corporation against the indemnitee involving a breach of fiduciary duty of the indemnitee to the Corporation, or gross negligence, bad faith, intentional or reckless misconduct, unlawful conduct or other forms of misconduct by the indemnitee or otherwise where the Corporation is seeking damages against the indemnitee.

3. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to an advancement of expenses, pursuant to the provisions of this Article VI, to any person who was or is a party or is threatened to be made a party to or is otherwise involved in any Proceeding by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation, as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

4. Nature of Indemnification Rights. The indemnification rights provided in this Article VI shall be a contract right and shall not be deemed exclusive of any other rights to which any person, whether or not entitled to be indemnified hereunder, may be entitled by law or under any bylaw, agreement, vote of stockholders or Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and inure to the benefit of the heirs, executors and administrators of such a person. A Director or officer shall be entitled to the benefit of any amendment of the DGCL which enlarges indemnification rights hereunder, but any such amendment which adversely affects indemnification rights with respect to prior activities shall not apply to him without his consent unless otherwise required by law. Each person who is or becomes a Director or officer of the Corporation shall be deemed to have served or to have continued to serve in such capacity in reliance upon the indemnity provided for in this Article VI.

5. Amendment. The provisions of this Article VI may be amended as provided in Article VII; provided, however, no amendment or repeal of such provisions which adversely affects the rights of a Director or officer under this Article VI with respect to his acts or omissions prior to such amendment or repeal, shall apply to him without his consent.

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ARTICLE VII

Restrictions on Transfers
</div>

1. General Restrictions on Transfers. Except as expressly approved by the Board of Directors, which approval shall not be unreasonably withheld, no shares of Common Stock shall be sold, exchanged, assigned, transferred, gifted, distributed, bequeathed, encumbered, pledged, hypothecated or otherwise disposed of (directly or indirectly through an agent, executor, heir, administrator, trustee, receiver, conservator or other representative), including by operation of law (including upon death, dissolution of marriage, bankruptcy, legal incapacity or otherwise), except as otherwise provided in these Bylaws, including Section 2 below of this Article. The Board of Directors, in its sole discretion, may waive any prohibition on any specific transfer or other disposition, may impose restrictions on any permitted transfer or disposition, or may waive the transfer or disposition but subject to certain other provisions of these Bylaws. Any permitted transferee shall receive the transferred shares subject to all provisions of these Bylaws, and as a condition to such transfer or disposition, the Corporation may request that the transferee acknowledge acceptance and agreement to these Bylaws.

Any transfer of shares in violation of any provisions of these Bylaws shall be null and void and ineffective to transfer such shares and shall not be binding upon or be recognized by the Corporation and any such transferee shall not be treated as or deemed to be a stockholder for any purpose. In addition to and not in limitation of any other legal or equitable remedies which it may have, the Corporation and any of its stockholders may enforce its rights hereunder by actions for specific performance. The Board of Directors may in good faith and with a proper corporate purpose waive, modify, supplement or otherwise amend the application of the provisions of this Article in any individual instance.

2. Permitted Transfers. Notwithstanding the general restrictions against transfer imposed under Section 1 above, the following will be deemed to be “Permitted Transfers” and may be made without triggering the Corporation's right of first refusal set forth under this Article; provided that, prior to any such Permitted Transfer, the proposed recipient of the Shares to be transferred (the "Permitted Transferee") agrees, in writing, to be bound by the terms and conditions set forth in this Agreement: (a) transfers of shares between a stockholder and his or her spouse or issue, or the trustees of a trust in which the stockholder or such spouse or issue has the principal beneficial interest; (b) transfers of shares between the stockholder and the stockholder's guardian or conservator; (c) transfers of shares to the stockholder's executor, administrator or other representative upon the stockholder's death. All such Permitted Transfers shall receive such transferred shares subject to all of the provisions and restrictions of these Bylaws. Notwithstanding anything in these Bylaws to the contrary, no transfer or other disposition of shares may be made to a competitor of the Corporation, as determined in good faith by the Board of Directors, and any such transfer shall be void ab initio, and the shares of stock transferred to such competitor shall be cancelled on the books, records and stock ledger of the Corporation.

3. Restrictions Applicable to Future Issuances. The restrictions on transfer set forth in this Article VII shall not only apply to the shares of Common Stock presently issued and outstanding but shall also extend to and include all shares of Common Stock hereafter acquired by a stockholder or to which the stockholder becomes entitled in the future by reason of his, her or its ownership of shares (whether currently held and/or hereafter acquired) by way of stock dividends, stock split or otherwise.

4. Termination of Restrictions. The restrictions on transfer set forth in these Bylaws shall terminate upon the occurrence of any of the following events: (a) the liquidation, dissolution, bankruptcy or insolvency of the Corporation; or (b) the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or, if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, the sale, lease, transfer or other disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation, except where such sale, lease, transfer or other disposition is to the Corporation or one or more wholly owned subsidiaries of the Corporation and the holders of the Corporation’s shares of capital stock outstanding immediately prior to such sale, lease, transfer or other disposition continue to represent at least a majority, by voting power, of the equity securities of the Corporation immediately following such sale, lease, transfer or other disposition, (c) a merger or consolidation in which (i) the Corporation is a constituent party or (ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for equity securities that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the equity securities of (1) the surviving or resulting party or (2) the parent of such surviving or resulting party if the surviving or resulting party is a wholly owned subsidiary of another party immediately following such merger or consolidation; or (d) whenever there shall be a public market for the shares of Common Stock (or any securities issued in exchange for the shares of Common Stock).

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ARTICLE VIII

Right of First Refusal
</div>

1. Right of First Refusal and Offer to the Corporation. In the event a stockholder desires to transfer shares of stock to a third party (other than as permitted by Article VII, Section 2), before making or attempting the transfer of any share, the stockholder shall offer such shares to the Corporation for purchase by it in the manner and upon the terms set forth in this Article VIII (the "Offer"). The Offer shall state the name and address of the proposed recipient (the "Offeree") and the price or consideration, if any, to be paid by such Offeree for the shares (the “Offered Shares”) and the terms of the proposed offer. The stockholder shall transmit the Offer as promptly as possible to the Corporation (time being of the essence). The Corporation may assign all or a portion of its right to purchase the Offered Shares to other stockholders of the Corporation, in the discretion of the Board of Directors. The Board of Directors may in good faith and with a proper corporate purpose waive, modify, supplement or otherwise amend the application of the provisions of this Article in any individual instance.

2. Acceptance by the Corporation. The Corporation shall have the assignable right, at any time within forty five (45) days after receipt of the Offer, to elect to accept the same by so notifying the stockholder attempting to transfer Shares (the "Offeror") in a writing setting forth its acceptance of the Offer. The price at which the Corporation shall purchase, and at which the stockholder shall sell, the shares shall be the price stated in the Offer; provided, however, that such Offer is a bona fide offer. If the Offer is not a bona fide Offer, as determined by the Board of Directors in its reasonable discretion, the price shall be the fair market value of the Shares as determined in accordance with Article IX, Section 3 (the "Fair Market Value").

3. Completion of Transfers to the Offeree. If the Corporation fails to elect to purchase the Offered Shares, or having accepted, shall fail to purchase such shares pursuant to the terms of these Bylaws, the Offeror may, prior to the expiration of sixty (60) days from the date of such return by the Corporation, complete the transfer specified in the Offer with the Offeree named in the Offer (and no other). After the expiration of said sixty (60) days, the stockholder may not transfer the Offered Shares to the Offeree without again offering the Offered Shares to the Corporation for purchase by it hereunder. It shall be a condition to the completion of any transfers completed under this Article VIII that the Offeree agrees, in writing, to be bound by the terms and conditions set forth in these Bylaws.

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ARTICLE IX

Repurchase Rights
</div>

1. Repurchase Rights at Fair Market Value. Upon the occurrence of any of the following events with respect to any stockholder, the Corporation shall have the continuing right (but not the obligation) to purchase all of the shares held by the stockholder and the stockholder's Permitted Transferees at a price equal to the Fair Market Value of the shares: (a) the stockholder dies or becomes disabled; (b) the stockholder files a voluntary petition under any bankruptcy or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors; (c) the stockholder is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to such stockholder's shares and such involuntary petition or assignment or attachment is not discharged within sixty (60) days after its date; or (d) the stockholder is subject to a transfer of such stockholder's shares by operation of law (other than as a result of the stockholder's death or disability). In connection with the Corporation's repurchase rights under this Article IX, the stockholder, and on behalf of the stockholder's Permitted Transferees, agrees that such Permitted Transferees shall be obligated to sell to the Corporation all shares transferred to them from the stockholder. Any action of the Corporation in electing to purchase or in purchasing or in requiring the sale to it of any shares under these bylaws, or in paying for such shares or in waiving any provisions of this Agreement, or in any other matter referred to in this Agreement, shall require, and may be effected by, a vote of the Board of Directors. The Board of Directors may in good faith and with a proper corporate purpose waive, modify, supplement or otherwise amend the application of the provisions of this Article in any individual instance.

2. Repurchase Rights at Original Purchase Price in the Event of Termination for Cause. Upon a termination of the employment or any consulting engagement or advisory role of a stockholder for “Cause,” the Corporation shall have the continuing right (but not the obligation) to purchase all of the shares held by the stockholder and the stockholder's Permitted Transferees at a price equal to the original purchase price of the shares (or in the case of an exercise of a stock option, at the exercise price of such option).

For purposes of these Bylaws, “Cause” is defined as (i) a stockholder’s failure to perform his assigned duties or responsibilities after notice thereof from the Corporation’s Board of Directors or its President and/or Chief Executive Officer describing the failure to perform such duties or responsibilities and providing the stockholder thirty (30) days to remedy such failure; (ii) the stockholder’s engaging in any act of dishonesty, breach of fiduciary duty as an officer or director of the Corporation, fraud or misrepresentation in connection with services to the Corporation; (iii) the stockholder’s violation of any federal or state law or regulation applicable to the business of the Corporation which results in damage or injury to the Corporation; (iv) the stockholder’s breach of any noncompetition or nonsolicitation covenant, or confidentiality agreement or invention assignment agreement between stockholder and the Corporation (or any customer or vendor of the Corporation); (v) a conviction of, guilty or nolo contendere plea to, or confession of guilt of, a felony, either in connection with the performance of the stockholder’s obligations to the Corporation, or which adversely affects the stockholder’s ability to perform such obligations, or which otherwise adversely affects the business activities, reputation, goodwill or image of the Corporation; (vi) reckless, intentional or willful misconduct or gross negligence of the stockholder in connection with the performance of assigned duties or breach of the material terms of employment or consultancy after a written notice and a ten-day opportunity to cure, if curable, as determined in the sole discretion of the Board of Directors; (vii) a breach of fiduciary duty as an officer (or director, if applicable) of the Corporation; (viii) the commission of an act of fraud, embezzlement or deliberate disregard of the rules or policies of the Corporation which results in verifiable loss, damage or injury to the Corporation, or otherwise adversely affects the business activities, reputation, goodwill or image of the Corporation; (ix) the unauthorized disclosure by the stockholder of any trade secret or confidential information of the Corporation or any of its clients or customers, which results in damage or injury to the Corporation, or otherwise adversely affects the business activities, reputation, goodwill or image of the Corporation or its clients or customers; or (x) the unauthorized use of any illegal substances or other abuse of substances (whether legal or illegal) which results in damage or injury to the Corporation, or otherwise adversely affects the business activities, reputation, goodwill or image of the Corporation or its clients or customers.

3. Fair Market Value Determined by Board. For purposes of any repurchase of shares under these Bylaws, the Fair Market Value of the shares shall be equal to the fair market value of the Corporation's Common Stock, as determined from time to time, in good faith, by the Board of Directors in its sole discretion. Any determination of Fair Market Value by the Board of Directors in accordance with this Article IX, Section 3, shall, absent any action by the Board of Directors to modify such determination, remain in effect for six (6) months.

The following factors shall be deemed relevant for purposes of determining Fair Market Value by the Board of Directors. The factors which the Board of Directors shall consider shall include, without limitation, recent sale and offer prices of the capital stock of the Corporation in private transactions negotiated at arm’s length; recent valuations of the Common Stock undertaken for IRS 409A purposes; revenues and operating earnings of the Corporation for the most recent twelve-month period; projected revenues and operating earnings of the Corporation for the next twelve-month period; the positive cash flow of the Corporation, discounted to present value; the nature and timing of any product releases, product orders and product shipments; generation of significant orders, cash flow from operations, consummation of relationships with strategic partners; the book value of the Corporation’s assets as recorded on the most recently prepared balance sheet of the Corporation; the price/earnings multiples of comparable publicly-traded companies, but discounted for the illiquidity and lack of marketability associated with the Corporations’ status as a private company; a comparison of the revenue-to-sale and EBITDA ratios and multiples of acquisition of comparable privately-held companies; and appropriate consideration of the senior rights, preferences and privileges of all series of preferred stock outstanding, in relation to other series of outstanding preferred stock; and other pertinent factors determined by the Board of Directors to be relevant to the Enterprise Value of the Corporation and the Fair Market Value of any stock in relation to such Enterprise Value, but excluding discounts for minority holdings, and the impact of any redemption of the future working capital needs and operations of the Corporation, as determined in good faith by the Board of Directors. The “Enterprise Value” shall be the price which could be obtained for the sale or transfer to an unrelated third party of one hundred percent (100%) of the equity interest in the Corporation on a consolidated basis if the Corporation were sold to a willing buyer by a willing seller in a single arm’s-length transaction.

4. Appraisal. If no determination of Fair Market Value pursuant to Section 3 is in effect, and the parties to a proposed transaction cannot agree upon the Fair Market Value of the Common Stock, the Fair Market Value shall be determined by appraisal. The cost of the appraisal shall be borne by the stockholder if the stockholder disagrees with the Board of Director’s determination of Fair Market Value and Enterprise Value. In such case, the parties to a proposed transfer shall appoint an appraiser; provided that, if the parties are unable to agree on an appraiser within sixty (60) days, an appraiser shall be appointed by the American Arbitration Association or a similar dispute resolution body, located in Boston, Massachusetts. The appraiser shall proceed to determine Fair Market Value as of a convenient date selected by it, and such determination shall be final and binding upon all parties. For purposes of any appraisal under this Section, the Fair Market Value shall be the price per share that a ready, willing and able buyer would pay to a ready, willing and able seller in a bona fide transaction negotiated at arm's length, where neither party is under any compulsion to buy or sell and each party is in possession of all relevant information, considering all material relevant factors affecting the value of such shares at the date of determination, including, but not limited to, the impact of any minority interest and/or other applicable discount factors. The Corporation shall promptly furnish to the appraiser such financial information as it may reasonably request. The appraiser shall promptly notify the Corporation and the parties to the proposed transfer in writing of its final determination of Fair Market Value.

5. The Repurchase Rights mentioned above shall be independent of any repurchase rights and conditions that may arise on account of any agreement entered into by and between the Corporation and any of its shareholders. In the event of any conflict between this Article IX and any such agreement, the terms of such agreement shall prevail.

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ARTICLE X

Drag Along Rights
</div>

1. Approval and Notice of Acquisition. If the Board of Directors approves an Acquisition and recommends such Acquisition to the stockholders, and stockholders holding a majority of the outstanding shares of capital stock of the Corporation approve the Acquisition, then the following principles shall apply. The Corporation shall send each stockholder notice of such Acquisition at least ten (10) days prior to the closing date of the Acquisition, along with the Board of Directors’ recommendation as to the merits of the Acquisition. The notice shall include a reasonably detailed description of the Acquisition, including the proposed time and place of closing, the consideration to be received by the stockholders and any other material terms. An “Acquisition” shall mean a change of control of the Corporation pursuant to which a bona fide, unaffiliated third party proposes to acquire in one or a series of related transactions all or substantially all of the assets, or all or substantially all of the capital stock, of the Corporation, whether by purchase, lease, merger, consolidation, reorganization, asset sale, share exchange, share purchase, exclusive license, business combination or otherwise in a transaction determined by the Board of Directors to be deemed an “Acquisition.” Those stockholders holding a majority of the outstanding shares of capital stock of the Corporation and approving the Acquisition shall be deemed “Approving Stockholders.” Those stockholders who are not Approving Stockholders shall be deemed “Remaining Stockholders.”

2. Drag Along Principles. In connection with the closing of the Acquisition, the Remaining Stockholders shall (a) consent to, vote for and raise no objections to the Acquisition, and (b) waive any dissenters rights, appraisal rights or similar rights, if any, in connection with the Acquisition. If the Acquisition is structured as a sale of the capital stock of the Corporation, the Remaining Stockholders shall agree to sell all of their shares of capital stock of the Corporation on the same terms and conditions approved by the Board of Directors and the Approving Stockholders. The Remaining Stockholders shall take all reasonably necessary and desirable actions requested by the Board of Directors and the Approving Stockholders in connection with the consummation of the Acquisition, including, without limitation, the execution of such agreements and such instruments (collectively, the “Sale Documents”) and other actions reasonably necessary to (a) effectuate the Acquisition, including (only in the case that a third party requires both the Corporation and all of the Approving Stockholders and the Remaining Stockholders to individually sign such Sale Documents) making such customary representations, warranties, indemnities, covenants, conditions, escrow agreements and other customary agreements relating to such Acquisition (provided that any Stockholder’s aggregate liability pursuant to the Sale Documents or otherwise in connection with the Acquisition shall be limited to the value of the consideration received by such Stockholder in the Acquisition), and (b) effectuate the agreed-upon allocation and distribution of the aggregate consideration upon the Acquisition.

3. Appointment of Proxy. Each stockholder hereby irrevocably appoints, for so long as the provisions of Sections 1 and 2 of this Article remain in effect, a person designated by the vote or consent of the Board of Directors, as such stockholder’s attorney and proxy with full power of substitution, to vote, and otherwise act (by written consent or otherwise) with respect to the shares of capital stock of the Corporation owned by such Stockholder, solely on the matters and in the manner specified in Sections 1 and 2 of this Article. THE PROXY AND POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 3 OF THIS ARTICLE ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Remaining Stockholder hereby revokes all other proxies and powers of attorney on the matters specified in Sections 1 and 2 of this Article with respect to the shares of capital stock of the Corporation which such Remaining Stockholder may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by such Remaining Stockholder with respect thereto. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of each stockholder and any obligation of a stockholder under these Bylaws shall be binding upon the heirs, personal representatives, successors, transferees and successors of such stockholder.

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ARTICLE XI

Miscellaneous Provisions
</div>

1. Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on December 31st of each year.

2. Seal. The Board of Directors shall have power to adopt and alter the seal of the Corporation.

3. Notices and Waivers. Whenever by law or under the provisions of the Certificate of Incorporation or these Bylaws notice is required to be given to any Director or stockholder, it will not be construed to require personal notice, but such notice may be given in writing, addressed to such Director or stockholder, at the address of such Director or stockholder as it appears on the records of the Corporation. Notice to Directors for proposed meetings of the Board of Directors may be given by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, overnight courier, first class mail (postage prepaid), telegraph, or by electronic mail or other electronic means, during normal business hours. Notice in writing to stockholders may be delivered by mail with postage thereon prepaid, facsimile, overnight courier, first class mail (postage prepaid), telegraph, or by electronic mail or other electronic means, or by courier service and such notice will be deemed to be given at the time when the same is deposited in the United States mail or upon delivery, if given by courier service, or receipt if given by electronic mail or other electronic means. Notice to stockholders or Directors (for any purpose other than a notice of a Proposed meeting of the Board of Directors) may also be given by telephone, telegram, facsimile, electronic mail, electronic transmission or similar medium of communication or as otherwise may be permitted by these Bylaws. If such notice is delivered to a Director or stockholder by electronic mail, such notice shall be deemed given when directed to the electronic mail address provided by such Director or stockholder, and if such notice is delivered by any other electronic transmission, such notice shall be deemed given when directed to such Director or stockholder. Notice shall be given to each Director in person or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph, facsimile transmission or PDF, or by electronic mail or other electronic means, during normal business hours, at least two (2) business days in advance of the meeting.

Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to such notice, whether before or after the time of the event for which notice is to be given, will be deemed equivalent to such notice. Attendance of a person at a meeting in person, by remote communication or by proxy, will constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

4. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations authorized to be executed by an officer of the Corporation in its behalf shall be signed by the President or Treasurer, or by any other officer of the Corporation designated by the Board of Directors, except as the Board of Directors may generally or in particular cases otherwise determine.

5. Voting of Securities. Unless otherwise provided by the Board of Directors, the President or Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

6. Resident Agent. The Board of Directors may appoint a resident agent in any jurisdiction upon whom legal process may be served in any action or proceeding against the Corporation.

7. Corporate Records. The original or attested copies of the Certificate of Incorporation, Bylaws and records of all meetings of the incorporator, stockholders and the Board of Directors and the stock and transfer records, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, shall be kept at the principal office of the Corporation, at the office of its counsel, or at an office of its transfer agent.

8. Certificate of Incorporation. All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

9. Conflict with Applicable Law or Certificate of Incorporation. These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

10. Amendments of Bylaws. These Bylaws may be amended or repealed or additional Bylaws adopted by the stockholders or by the Board of Directors; provided that (a) the Board of Directors may not amend or repeal any provision of these Bylaws which by law, by the Certificate of Incorporation or by these Bylaws requires action by the stockholders, and (b) any amendment or repeal of these Bylaws by the Board of Directors and any Bylaw adopted by the Board of Directors may be amended or repealed by the stockholders.

SoylentNews PBC

2014-10-04T14:53:54Z

BlackHole: Added Amendment No. 1 to the Bylaws, and reorganized page.

SoylentNews PBC is a Delaware Public Benefit Corporation established on July 4, 2014 to manage the site's assets. According to the Certificate of Incorporation:
<blockquote>The specific public benefit purpose of the Corporation is to engage in and promote free and open journalism through the production, publication, and community-sourced analysis and discussion of news and original and third-party-sourced works of fact and opinion.</blockquote>

The business of the Corporation is managed by its [[SoylentNews_PBC_Board_of_Directors|Board of Directors]].

Information about the Corporation's finances can be found here: [[Finances]].

==Founding Documents==

1. [[SoylentNews_PBC_Action_of_Incorporator|Action of Incorporator]] 
2. [[SoylentNews_PBC_Certificate_of_Incorporation|Certificate of Incorporation]] 
3. Bylaws:
*[[SoylentNews_PBC_Bylaws|Current Bylaws, as amended]]
*[[SoylentNews_PBC_Original_Bylaws|Original Bylaws, adopted by the Sole Incorporator on July 4, 2014, and ratified by the Board of Directors on August 27, 2014]]
*[[SoylentNews_PBC_Amendment_No._1_to_the_Bylaws|Amendment No. 1 to the Bylaws, ratified by the Board of Directors on August 28, 2014]]

The definitive versions of these documents are the signed originals, which are kept at the Corporation's offices.

Board of Directors Meeting - September 30 2014

2014-10-01T03:18:17Z

BlackHole: Protected "Board of Directors Meeting - September 30 2014" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

[21:19] <@mrcoolbp> matt_ you want to chair? 
[21:19] <+matt__> k. 
[21:19] <+matt__> Issue 1: Officer nominations. 
[21:19] == Bytram|away has changed nick to Bytram 
[21:19] <@mrcoolbp> okay, what are our options for officers? 
[21:20] <+matt__> Assistant Treasurer was discussed at our last meeting, iirc 
[21:20] == matt_ [~4c76b3cf@Soylent/Staff/Management] has quit [Ping timeout: 244 seconds] 
[21:20] <@mrcoolbp> lol 
[21:20] == matt__ has changed nick to matt_ 
[21:20] <+matt_> much better :) 
[21:20] <+matt_> I believe that Bytram wanted some time to consider the nomination. 
[21:20] == Strat_ [~d07e3056@208.126.ul.uq] has joined #staff 
[21:20] * Bytram was having comm issues, too. here. 
[21:21] <+Bytram> yes, and I appreciate having the opportunity to think it over. 
[21:21] <@mrcoolbp> matt_ I believe that's correct, bytram did you get to consider your nomination? 
[21:21] <@mrcoolbp> oh 
[21:21] <+Bytram> I am flattered to have been nominated. 
[21:21] <+Bytram> I have discusssed it with some people and at this time, must politely decline the invitation... 
[21:22] <@mrcoolbp> I understand 
[21:22] <+matt_> Bytram, understood :) 
[21:22] <+Bytram> however, I will gladly continue to assist in any way I can. 
[21:22] <@mrcoolbp> okay 
[21:22] <+NCommander> Did we have another nomination? 
[21:22] <@mrcoolbp> well, I'd like to have an odd number of members, so since I only have one other nomination, I'm not sure where that leaves us 
[21:23] <+matt_> are there any other nominations for officers? the main purpose would be to have someone to officially help mrcoolbp with any of the items on his large todo list. 
[21:23] <+matt_> mrcoolbp, keep in mind that officers need not be board members. 
[21:23] <@mrcoolbp> is @juggs around = ) 
[21:23] * mrcoolbp smiles sliley 
[21:24] <+Bytram> matt_: ISTR there are protections mentioned in the bylaws; do those apply equally for board members as well as officers? 
[21:24] <@paulej72> he was in soylent just a few minutes ago 
[21:24] <+matt_> Bytram, that is correct. Officers are indemnified for actions taken in good faith on behalf of the corporation. 
[21:25] <+Bytram> thanks... and the same/equal protections for board members? 
[21:25] <+NCommander> Bytram, corporate veil is the legal term to know here 
[21:25] <+matt_> Bytram, the indemnifications of the officers are detailed in the appropriate board action by which they are elected. 
[21:25] <+Bytram> thanks. 
[21:26] <@mrcoolbp> okay, well getting me an assistant is a secondary priority for me. Another thing we wanted to do eventually was expand the board to 5 memebers, I don't think we have an avenue to pursue that currently, let's defer this again to next meeting 
[21:26] * mrcoolbp moves to defer 
[21:26] <+NCommander> second 
[21:26] <+matt_> aye! 
[21:26] <@mrcoolbp> aye! 
[21:26] <+NCommander> neat 
[21:26] <+matt_> Issue 2: Follow-up on SoylentNews Policy Document - Updates: 
[21:26] <+matt_> Bytram, i believe that this was your issue? 
[21:27] * NCommander scanned and signed it! 
[21:27] <+Bytram> yes, thanks. 
[21:27] <@mrcoolbp> Okay, as per not having an assistant I haven't made any progress on this personally 
[21:27] <+Bytram> many thanks to crutchy for his suggestions and comments. 
[21:27] <@mrcoolbp> ^^ 
[21:27] <+Bytram> the main question I have at this point lies with copyright, 
[21:27] * juggs is here - sorry went afk for a few 
[21:27] <+Bytram> especially sith respect to stories. 
[21:27] <+Bytram> say user foo submits a story. 
[21:28] <+Bytram> the editor looks at it, likes it exactly as it is. 
[21:28] <+Bytram> editor pushes it to the main page. 
[21:28] <+Bytram> who owns the copyright? 
[21:28] <+NCommander> Honestly, I think the solution here is going forward, everything has to be put under a CC license 
[21:28] <+TheMightyBuzzard> the user. you can't transfer ownership of copyright, only assign rights. 
[21:29] <+NCommander> Probably CC BY-SA 
[21:29] <@mrcoolbp> yeah and put a disclaimer on the submission page 
[21:29] <+NCommander> TheMightyBuzzard, actually, yes you can */2 cents* 
[21:29] <@mrcoolbp> (juggs: no prob) 
[21:29] <+Bytram> the mental conflict I was facing was wrt the notice when a user submits a *comment* 
[21:29] <@mrcoolbp> Bytram: this may be answered by issue #5 
[21:30] <@mrcoolbp> if you are worried about infringement 
[21:30] <@mrcoolbp> at least partially 
[21:30] <+Bytram> possibly... just two more quick things to finish the thought, if I may? 
[21:30] <+matt_> issue #5 is a good one. i do think that it would be good to have a clear statement of who owns the copyright to submissions if we don't have one already. 
[21:30] <@mrcoolbp> sure 
[21:30] <+Bytram> comments: "The Fine Print: The following comments are owned by whoever posted them. We are not responsible for them in any way. " 
[21:31] <+Bytram> and, wrt journal entries, I'm assuming those are also owned by the submitter; can probably use the same text as for comments. 
[21:31] <+Bytram> k, that's it. 
[21:31] <+NCommander> So, here is my 2 cents 
[21:31] <+NCommander> While having comments owned by who posted them is nice in theory, it does create future headaches 
[21:32] <+NCommander> For instance, if we ever wanted to release (pat of) the database freely, we don't own the copyright nor have a license to do so 
[21:32] <@mrcoolbp> interesting 
[21:32] <+matt_> NCommander, i wonder if that isn't somewhat intentional, as the poster may not have intended their comment to be so released... 
[21:32] <@mrcoolbp> . 
[21:33] <+Bytram> also, it provides some *protections* for us, should someone post something "troublesome" 
[21:33] <+NCommander> matt_, doesn't stop someone from scraping them out of the database 
[21:33] <+TheMightyBuzzard> should put some legalese in there stating that the user retains full rights but licenses us to use said comment in any form we see fit in the future. 
[21:33] <+NCommander> Pipedot already proved it was technically possible 
[21:33] <+Bytram> like the entirety of some copyrighted document. 
[21:33] <+Bytram> TheMightyBuzzard: excellent point. 
[21:33] <+NCommander> matt_, I rather put it to a community vote, and anything we do will *not* be retroactive 
[21:34] <@mrcoolbp> ^^^^^^^^^^^^^ 
[21:34] <+matt_> sounds good. 
[21:34] <@mrcoolbp> okay, someone note that down 
[21:34] <+NCommander> If the database/content/etc. is CC, then the community has the means to fork in a way thats a *lot* cleaner than what we did w/ /. 
[21:34] <+TheMightyBuzzard> we need to mark the final comment under the old rules then and save that information 
[21:34] * NCommander looks at the chair 
[21:34] <@mrcoolbp> hah 
[21:34] <+NCommander> TheMightyBuzzard, not hard, we can do it at the CID< and allow users to retroactively release their old comments 
[21:34] <+Bytram> we would need some proper legalese... the submitter gives SOylentNews PBC, etc. a non-exclusive, worldwide, license to publish blah blah blah 
[21:35] <+NCommander> Bytram, wikimedia has a pretty sane form for that 
[21:35] <+NCommander> Since they release everything CC BY-SA 
[21:35] <@mrcoolbp> yeah that should do it then 
[21:35] <+Bytram> I' 
[21:35] <+Bytram> I'm not a legal beagle, but want to make sure we get the right wording when we do decide to go live with it. 
[21:35] <+matt_> NCommander, do you want to run a story on the site suggesting the change and see how many pitchforks come out? 
[21:36] * NCommander shivers 
[21:36] * mrcoolbp grabs blanket 
[21:36] <+NCommander> I do think we've released the idea before witout the community ripping our heads off 
[21:36] <+Bytram> there's also the matter of the copyright notice for the wiki and twiki. 
[21:36] <+NCommander> Bytram, wiki I think is CC BY-SA already 
[21:37] <+TheMightyBuzzard> i do have one thing to add here before we move on. we need to register a DMCA agent soonest or we get very few protections as a service provider. 
[21:37] <+NCommander> Bytram, yup: Content is available under Creative Commons Attribution Share Alike unless otherwise noted. 
[21:37] <+Bytram> yes, agreed. but I'm unsure whether that was by *intention* or by default. 
[21:37] <+NCommander> TheMightyBuzzard, that too 
[21:37] <@mrcoolbp> TheMightyBuzzard: that's issue #5 
[21:37] <+matt_> TMB, that's issue#5 ;) 
[21:37] <@mrcoolbp> haha ninja-ed 
[21:37] <+matt_> hah! 
[21:37] <+TheMightyBuzzard> teach me to read first 
[21:37] <+NCommander> Bytram, intentional default? Lets us use the stuff on it freely 
[21:38] <+Bytram> and, if someone comes at us for a copyright violatio0n bcause someone posted a violating item on there, are we protected? 
[21:38] <+Bytram> that leads to the need for a DMCA notice, too. 
[21:38] <@mrcoolbp> Bytram, yup #5 
[21:38] <+matt_> Bytram, you had a number of sub-items for issue #2. would you like to discuss any others? 
[21:38] <+Bytram> btw, I can't seem to put my hand to the agenda list; could someone pls post the link here? 
[21:38] <+matt_> http://wiki.soylentnews.org/wiki/Issues_to_Be_Raised_at_the_Next_Board_Meeting 
[21:38] <+Bytram> matt_: thank you! 
[21:39] <+Bytram> matt_: looking/thinking 
[21:40] <@mrcoolbp> I think the plan was for me to go through this, tighten up a few screws, and send to staff for review, I have not done that yet 
[21:40] <+Bytram> have a mental block right now; I decline for the moment, but please ask again at the end. 
[21:40] <+Bytram> on second thought 
[21:41] <+Bytram> I have the genral areas roughed out where I see the need for certain items to be stated on the site. 
[21:41] <+Bytram> But, I lack the legal knowledge on how to phrase things, as well as full knowledge of what we actually *want* 
[21:41] <+Bytram> those are the stumbling blocks for me on Issues 2* 
[21:42] <+NCommander> Feel free to poke my brain for legal wording crap 
[21:42] <+Bytram> thanks! 
[21:42] <+Bytram> that leaves what do we WANT in the way of protections. 
[21:42] == mythterj [mythterj@txl.ORG] has joined #staff 
[21:42] <+Bytram> I'd rather not tie up a board meeting with the minutia 
[21:43] <+Bytram> maybe, send out an e-mail to board? staff? with each section in turn, and solicit feedback? 
[21:43] <@mrcoolbp> bytram, that was my plan 
[21:43] <+Bytram> I'm open to suggestions at this point; I just saw a need and wanted to get the ball rolling. 
[21:44] <@mrcoolbp> Bytram: you've done some great work there, I just need an hour or two to give it a thourough read-through and I haven't gotten to it 
[21:44] <@mrcoolbp> my apologies everyone 
[21:44] <+matt_> TODO: mrcoolbp, review site policy document and send out to staff when ready. 
[21:44] <+matt_> shall we move on? 
[21:45] <@mrcoolbp> I think so 
[21:45] <@mrcoolbp> I don't think we can finish this now 
[21:45] <+matt_> Issue 3: We should buy quickbooks for accounting (and abandon GNU cash as this was always meant to be an interim measure) 
[21:45] <@mrcoolbp> I vote yes 
[21:45] <+Bytram> mrcoolbp: we're a group of volunteers and sometimes the world does not permit the priorities we'd like to give the site; I understand! 
[21:45] <+matt_> mrcoolbp, any idea how much this would cost? 
[21:45] <@mrcoolbp> $150 I think 
[21:45] <+Bytram> I've not loked into it, lately, but ISTR there are 
[21:46] <+Bytram> additional "modules" that might cost extra 
[21:46] * Bytram has no idea if we'd need them, or the cost. 
[21:46] <+matt_> sounds reasonable to me (and a very good idea to get this done before year's end) 
[21:46] <+Blackmoore> Sadly i will also agree. Quickbooks is most likely something an accountant will want us to have 
[21:46] <+Bytram> is there anyone here who has used quickbooks before? 
[21:46] <+NCommander> matt_, ACK 
[21:46] <+NCommander> We've got money 
[21:46] <+NCommander> lets spend it 
[21:46] <+TheMightyBuzzard> Bytram, yes but not in the past ten years. 
[21:46] <+NCommander> :-) 
[21:46] <@mrcoolbp> lol 
[21:46] <+matt_> Bytram, i have. it takes some getting used to. 
[21:47] <+NCommander> I've used Quicken, which uses a fair number of the same UI stuff 
[21:47] <+NCommander> and I know how to do accounting 
[21:47] <+Blackmoore> I did some back in prehisotic times 
[21:47] <+Bytram> great! 
[21:47] <+matt_> All those in favor of mrcoolbp buying a copy of quickbooks: 
[21:47] <@mrcoolbp> Aye! 
[21:47] <+matt_> Aye! 
[21:47] <+NCommander> ^- what they said 
[21:47] <+matt_> Resolved! 
[21:47] <@mrcoolbp> yay 
[21:47] <+matt_> Issue 4: How much copyright content may be legally reproduced in a story summary? Some summaries contain copypasta of copyright material from commercial news sites. Do we need a scripty to scan and flag any summary, comment, journal or wiki article that reproduces more than a certain percentage of linked content? Something like MIN(10%,100 words) seems pretty safe. There could be a whitelist of sites (such as Wikipedia) that could be excluded from scanning. This is possibly not a board-level issue but I'm n 
[21:47] <+matt_> etc. :) 
[21:47] <+NCommander> Oh boy 
[21:48] <+NCommander> So, disclaimer on this one 
[21:48] <+NCommander> We're a US corporation, US Fair Use laws apply 
[21:48] <+NCommander> Please remember that during this discussion 
[21:48] <+NCommander> kthxbye 
[21:48] <+matt_> http://en.wikipedia.org/wiki/Fair_use 
[21:48] <+TheMightyBuzzard> Means, being a news organization, basically anything necessary for us to properly tell a story is fair game. 
[21:48] <+NCommander> matt_, note, fair use in the US is different than the rest of the world. 
[21:49] <+matt_> as usual, that wikipedia page is very U.S.-centric :) 
[21:49] <@paulej72> /. has the same types of stories as we do and it has not been an issue there 
[21:49] <+Bytram> TheMightyBuzzard: seems to hinge on the word *necessary* 
[21:49] <+Bytram> paulej72: that we know of. 
[21:49] * mrcoolbp notes Quickbooks is actually $249.95 
[21:49] <@mrcoolbp> = ( 
[21:49] <+Bytram> besides that run-in they had with the c of scientolgy 
[21:49] <+Bytram> and ISTR there was a problem with msft 
[21:49] <+TheMightyBuzzard> nod nod. good rule of thumb is try not to copy an entire article unless it's only two paragraphs. 
[21:50] <+matt_> in a nutshell, courts decide fair-use on a case-by-case basis :/ 
[21:50] <+matt_> TMB, agreed. 
[21:50] <+Bytram> and it coests quite a bit to get their opinion 
[21:50] <+Bytram> best to not get to that point 
[21:50] <+Bytram> one thing 
[21:50] <+NCommander> mrcoolbp, the fuck O_o; 
[21:50] <+TheMightyBuzzard> well, we are a public corporation. eventually we WILL be sued. 
[21:50] <+NCommander> Er 
[21:50] <+NCommander> **** 
[21:51] <@mrcoolbp> NCommander: do you want to re-vote that = ) 
[21:51] <+Bytram> it's also important, I would think, to try and clearly note the source when we ARE copying something verbatim 
[21:51] <+matt_> TMB, technically, we are a private corporation :) 
[21:51] <+TheMightyBuzzard> public in the sense of interacting... rather than what matt_ ninja'd me on 
[21:51] <@mrcoolbp> public-facing 
[21:51] <+TheMightyBuzzard> yeah, them 
[21:51] <+Bytram> ^^^ 
[21:51] <+NCommander> Honestly, as long as we're not copy and pasting large swatches of articles 
[21:51] <+NCommander> i.e., it doesn't look like one of my posts 
[21:52] <+NCommander> We should be fine 
[21:52] <@mrcoolbp> heh 
[21:52] <+NCommander> ANd if someone's legal department comes knocking, THEN we cross that bridge 
[21:52] <+TheMightyBuzzard> we can even use, dum dum dum, pictures if we like. 
[21:52] <@mrcoolbp> sure, the goal is to have a lawyer if we need it 
[21:52] <+matt_> NCommander, are you ok with the new quickbooks price that mrcoolbp mentioned above? 
[21:52] <@mrcoolbp> or money for a lawyer 
[21:52] <@mrcoolbp> $249.95 
[21:52] <@mrcoolbp> quickbooks ^ 
[21:53] <+Bytram> plus s/h, tax, etc.? 
[21:53] <+NCommander> matt_, it sucks, but yeah 
[21:53] <+NCommander> I don't think we're getting around that 
[21:53] <+Bytram> I propose that we 
[21:53] <+Bytram> authorize mrcoolbp obtain a copy with a total cost not to exceed, say, $300 
[21:53] <@mrcoolbp> all in favor of ^ 
[21:53] <+Bytram> anything more than that would require separate approval, and 
[21:54] <+Bytram> of course, if he can get a better price, go for it. 
[21:54] <+matt_> Aye! 
[21:54] <@mrcoolbp> Aye! 
[21:54] <+Blackmoore> Aye 
[21:54] <+NCommander> Aye 
[21:54] <@mrcoolbp> I'll look around a bit 
[21:54] <+matt_> Resolved: mrcoolbp is authorized to buy quickbooks up to a maximum of $300. 
[21:54] <@mrcoolbp> okay, so we are still on #4 
[21:54] <@mrcoolbp> right? 
[21:54] * NCommander has a note to attach to Quickbooks 
[21:54] <@mrcoolbp> oh 
[21:54] <+NCommander> It should be licensed to the corp, and not mrcoolbp himself 
[21:54] <+NCommander> So we can move the seat around as needed 
[21:54] <@mrcoolbp> absolutely 
[21:55] <+matt_> correct. 
[21:55] <+Bytram> nod nod 
[21:55] <+NCommander> Just wanted to make that clear :) 
[21:55] <+Blackmoore> Aye 
[21:55] <@mrcoolbp> thanks 
[21:55] <@mrcoolbp> (Blackmoore: you don't have to vote = ) 
[21:55] <+matt_> getting back to issue #4: 
[21:55] <@mrcoolbp> ^^^^ 
[21:56] <+Bytram> though I like the *idea* of an automated system for discerning the amount of duplication... 
[21:56] <+matt_> is the consensus that we allow the editors to use their discretion up until the point that we receive a complaint from a copyright-holder? 
[21:56] <+matt_> ...and then reassess? 
[21:56] <+NCommander> Yeah 
[21:56] <+Bytram> coding it is non-trivial 
[21:56] <+NCommander> THere's not way to code something like that 
[21:56] <+TheMightyBuzzard> i suggest a policy of best judgment and run anything questionable by laminatorx 
[21:56] <+NCommander> Or more specifically 
[21:56] <+NCommander> If I could code something like that, I'd be really rich 
[21:56] <+Bytram> ^^^ 
[21:56] <@mrcoolbp> TheMightyBuzzard++ 
[21:57] <+NCommander> In the entirity of /.'s history, I think they only ever had issues when people commented and posting the test of Scienologies OT3 
[21:57] <+NCommander> *text 
[21:57] <+Bytram> NCommander: I remember that one, but ISTR there was an issue with msft, too. 
[21:57] <+Bytram> but, I cannot at all recall the specifics 
[21:57] <+NCommander> Bytram, regardless, /. been around 20 something years, and never been stuck in a major legal battle on this front that we're aware of 
[21:58] <+Bytram> yes, that we are aware of. 
[21:58] <+Bytram> wait a sec 
[21:58] <+Bytram> I take that back 
[21:58] <+Bytram> I *DO* recall cmdrtaco mentioning on a couple of occasions mentioning 
[21:58] <+Bytram> having to do battle with lawyers 
[21:58] <+NCommander> Which is why we are raisng money to have a lawyer available if we need it 
[21:59] <+Bytram> to keep the site as open and freeeflowing as it was. 
[21:59] <+NCommander> But I'm not going to go absolute bonkers until we get there 
[21:59] <+matt_> this discussion is actually related to issue #5: 
[21:59] <+Bytram> I have not problem with having a lawyer,just making sure we are all coming from the same place. 
[21:59] <+matt_> Issue 5: We need a Service Provider Designation of Agent to Receive Notification of Claims of Infringement in order to shelter us from legal action in the event of a DMCA notice (see: [[1]] and [[2]]) 
[21:59] <@mrcoolbp> probably end up being me, ug. 
[21:59] <@mrcoolbp> = ) 
[22:00] <+TheMightyBuzzard> could be laminatorx if you really don't want it. 
[22:00] <+matt_> mrcoolbp, if you want, i can volunteer for this one. 
[22:00] <@mrcoolbp> matt_ that would be fine by me sir. 
[22:00] <@mrcoolbp> not going to volunteer LamX 
[22:00] <+Bytram> my sense is that matt_ has a better handle on the legal consequences and ramifications of any response we might make. 
[22:01] <@mrcoolbp> matt_: have you read the attached links? Your contact will be posted publicly 
[22:01] <+matt_> so, basically, we just send in a form to the US Copyright Office designating the official point of contact for takedown notices... 
[22:01] <@mrcoolbp> and like $40 bucks or something I think 
[22:01] * Bytram nominates Bender 
[22:01] * mrcoolbp can't remember 
[22:01] <+matt_> mrcoolbp, well, considering that the corporation's address is my address, i don't think i have much left to hide :) 
[22:01] <@mrcoolbp> matt_ tru, so yah, send in the form, small fee, and list contact info 
[22:02] <+matt_> mrcolbp, it's approximately $105 + $35 
[22:02] <@mrcoolbp> oh, 
[22:02] <+NCommander> Honestly, can't we put the address as our RA? 
[22:02] <+NCommander> Or failing that, matt_'s? 
[22:02] <+NCommander> His is public anyway due to it being on the articles of incorporation 
[22:02] <+matt_> ^^ 
[22:02] <@mrcoolbp> NCommander: the address might be able to be our RA 
[22:02] <+matt_> mrcoolbp, they would just forward it to me anyway ;) 
[22:03] <+Bytram> RA == Resident Agent? 
[22:03] <+matt_> registered agent 
[22:03] <@mrcoolbp> aye 
[22:03] <@mrcoolbp> er that 
[22:03] <+Bytram> ah. thanks! 
[22:03] <@mrcoolbp> anyway, matt_ that would be great if you could volunteer, seems to make sense as to your last point 
[22:03] <@mrcoolbp> as for # 4, I think we will have a better idea after we get #2 wrapped up 
[22:04] <+matt_> All in favor of matt_ registering as our DMCA Agent? 
[22:04] <@mrcoolbp> Aye! 
[22:04] <+matt_> Aye! 
[22:04] <+NCommander> Aye 
[22:04] <+matt_> Resolved! 
[22:04] <@mrcoolbp> sweet 
[22:05] <+matt_> TODO: matt_, register as DMCA Agent 
[22:06] <@mrcoolbp> okay, so I think we'll need to revisit everything else, do we have anything further matt_ ? 
[22:06] <+matt_> so, that brings us to the end of the wiki agenda. i had two outstanding issues from the last meeting. 
[22:06] <@mrcoolbp> please 
[22:06] <+matt_> 1. getting mrcoolbp access to the BoA account. 
[22:06] <@mrcoolbp> would require us paying more 
[22:06] <@mrcoolbp> or sharing a loging 
[22:06] <@mrcoolbp> login 
[22:06] <+NCommander> We could have gone with Wells Fargo :-P 
[22:06] <+NCommander> *ducks* 
[22:07] <+Bytram> mrcoolbp: how much "more" are we talking about here? 
[22:07] <+NCommander> Oh, on that note 
[22:07] <+TheMightyBuzzard> nah, i gave up liking them when they quit running stage coaches 
[22:07] <+NCommander> I will be able to get validated at a BOA in November 
[22:07] <+matt_> Bytram, $15/month or a higher average balance to avoid the fee. 
[22:07] <+matt_> NCommander, nice! 
[22:07] <+NCommander> ... I think we can approve $15/month :-P 
[22:07] <+Bytram> matt_: thanks. at this point, that's a not-insignificant chunk of change 
[22:08] <+matt_> NCommander, do you think that a shared login would be ok for now. 
[22:08] <@mrcoolbp> NCommander: I'm hesistant to add more monthlies, one-timers is something else, 
[22:08] <+matt_> our banking transactions are all very traceable... 
[22:08] <+NCommander> matt_, as long as it doesn't violate some BOA thingy 
[22:08] <@mrcoolbp> hrm 
[22:08] <+matt_> none that i'm aware of. 
[22:08] <+NCommander> I rather not get our account locked up 
[22:08] <+NCommander> Then we can share an account 
[22:08] <+Bytram> perhaps with a caveat? 
[22:09] <+Bytram> only one person is authorized to perform transactions? the other can review? 
[22:09] <@mrcoolbp> Bytram: I have a card for transactions, I would only use to view account 
[22:09] <@mrcoolbp> if else, I'll check here or pester matt to do so 
[22:09] <+matt_> k. mrcoolbp, shall we coordinate this between ourselves? 
[22:09] <+Bytram> that allows access, for both, but retains a trail of who did what, even though two people would technically have benn able to do something with the login 
[22:09] <@mrcoolbp> matt_ yes 
[22:10] <@mrcoolbp> Bytram: agreed, nicely said 
[22:10] <+Bytram> thanks 
[22:10] <+matt_> item 2: take necessary steps to get wildcard cert. 
[22:10] <@mrcoolbp> ah yes 
[22:10] <+Bytram> umm, what was the decision on 1? 
[22:10] <@mrcoolbp> bytram, we deffered 
[22:11] <+matt_> Bytram, that we would share a login for now, and that mrcoolbp and I would coordinate this. 
[22:11] <+Bytram> okay, tahnks. 
[22:11] <@mrcoolbp> oh wait, you mean that ^ 
[22:11] <+Bytram> and, at this point, only matt_ is authorized to perform transactions with the login? 
[22:11] <+NCommander> (brb, 2 minutes) 
[22:11] <@mrcoolbp> right 
[22:12] <@mrcoolbp> NCommander: k 
[22:12] <+matt_> Bytram, both mrcoolbp and i are signers on the account, so we can both perform transactions. 
[22:12] <@mrcoolbp> (with cards) 
[22:12] <+matt_> we both have debit cards. 
[22:12] <+Bytram> but mrcoolbp can still use the debit card, as necessary/authorized. 
[22:12] <@mrcoolbp> yup 
[22:12] <+Bytram> okay, thanks! 
[22:12] <@mrcoolbp> matt, Bytram meant through the login 
[22:12] <+matt_> ah. 
[22:12] <+Bytram> ^^^ 
[22:13] <@mrcoolbp> matt_ so the idea is you want to try to migrate the whois right? 
[22:13] <+matt_> so, to recap the plan from our last meeting: 
[22:13] <+Bytram> btw, it been almost an hour in; any thoughts of a "bio break" for, say five minutes? 
[22:13] <@mrcoolbp> Bytram: go 
[22:14] <+Bytram> k, back soon. 
[22:14] <+matt_> basically, as a temporary solution, we can _authorize_ SoylentNews PBC to apply for and obtain certificates for the domains, even without a transfer. 
[22:14] == Blackmoore has changed nick to blackmoore|afk 
[22:14] <@mrcoolbp> right 
[22:14] * NCommander is back 
[22:15] <+matt_> to do this, we just need me to write a letter to NC authorizing it, which i can do by this weekend. 
[22:16] <+NCommander> matt_, I think so? 
[22:16] <+NCommander> Ugh, we'd probably have to deal with the register and see what they want 
[22:16] <+NCommander> WHich is irritating as **** 
[22:16] <+matt_> although not strictly necessary, i do think that it would be a good idea to change the whois, simply because having it as "Peter Walsh" is not good... 
[22:16] <+TheMightyBuzzard> sounds too easy for something that's been a sticking point this long. how can we further complicate it so it takes another month? 
[22:16] <+NCommander> I'll finish the OV sometime this week 
[22:16] <+NCommander> TheMightyBuzzard, I'll fire myself into the sun 
[22:17] <+Bytram> back 
[22:17] <+matt_> NCommander, I propose that we list you as the "Administrative Contact" for the domains, which, combined with my letter, should be all the CA could reasonably require. 
[22:18] <+NCommander> Sorry, I had an internet failure 
[22:18] <+NCommander> matt_, that should work 
[22:18] <+Bytram> sonds good to me. 
[22:18] <@mrcoolbp> ack 
[22:18] <+Bytram> s/sonds/sounds/ 
[22:18] <+matt_> if it doesn't we can just try something else :) 
[22:18] <@paulej72> speeking of the domains, can we set *.soylennews.com to point to soylentnews.org 
[22:18] <@mrcoolbp> ^^^ 
[22:18] <+Bytram> ^^^ 
[22:18] <+matt_> ^^^ 
[22:18] <+Bytram> we had a user comment to that effect. 
[22:19] <+NCommander> I think we own that domain 
[22:19] <+NCommander> So yeah 
[22:19] <@paulej72> matt has the access to that 
[22:19] <+Bytram> well, it does have the same Peter Walsh 
[22:19] <+matt_> the zone file is on linode, right? 
[22:19] <+matt_> or is it using the gandi zone file? 
[22:20] <@mrcoolbp> linode 
[22:20] <@paulej72> only for .org 
[22:20] * mrcoolbp thinks 
[22:20] <@paulej72> .com must be on gandi 
[22:20] <+matt_> ok, we should be able to fix that. 
[22:20] <@mrcoolbp> hmm 
[22:21] <+Bytram> paulej72: it is... 
[22:21] <+Bytram> Connecting to COM.whois-servers.net... 
[22:21] <+Bytram> Connecting to whois.gandi.net... 
[22:21] <+Bytram> Domain ID: 1845913633_DOMAIN_COM-VRSN 
[22:21] <+Bytram> Registrar WHOIS Server: whois.gandi.net 
[22:21] <+Bytram> Registrar URL: http://www.gandi.net 
[22:21] <+Bytram> Updated Date: 2014-03-10T20:23:57Z 
[22:21] <+Bytram> Creation Date: 2014-02-09T01:50:26Z 
[22:21] <+Bytram> Registrar Registration Expiration Date: 2015-02-09T01:50:26Z 
[22:21] <+Bytram> Registrar: GANDI SAS 
[22:21] <+Bytram> Registrar IANA ID: 81 
[22:21] <+Bytram> Registrar Abuse Contact Email: abuse@support.gandi.net 
[22:21] <+Bytram> Registrar Abuse Contact Phone: +33.170377661 
[22:21] <+NCommander> eek 
[22:21] <+NCommander> Use a pastebin 
[22:21] <+Bytram> sry. 
[22:21] <@mrcoolbp> lol 
[22:21] <+matt_> this was the last item that i had for the board meeting, so if there are no other items, we could adjourn and get to fixing that 
[22:21] <+Bytram> matt_: I've got two thinkgs 
[22:21] <@mrcoolbp> I"m good with that 
[22:21] <@mrcoolbp> oh 
[22:22] <@mrcoolbp> Bytram you have the floore 
[22:22] <+Bytram> thanks 
[22:22] <+Bytram> 1.) we have users who are in a positon to provide addiotnal funding, but no way to provide it to us easily 
[22:22] <@mrcoolbp> they can buy additional years 
[22:22] <+Bytram> is there a reason why wee could not, say, let someone pay for our hosting for one month? 
[22:22] <@mrcoolbp> = ) 
[22:23] <@mrcoolbp> bytram: they can just buy 20 years subscription 
[22:23] <+Bytram> and add something on the homepage saying "Hosting for this month provided by: foo" 
[22:23] <@mrcoolbp> matt_ I'm not sure on this ^ 
[22:23] <+TheMightyBuzzard> That we could actually do. Call it selling a vanity space on the site. 
[22:23] <+Bytram> so, it's not a "donation" so no legal problems, there. and they are getting something for the payment. 
[22:23] <+Bytram> nod nod 
[22:24] <+Bytram> if someone wants to pay for the whole year, well, smile! 
[22:24] <+matt_> Bytram, indeed. it would be a form of advertisement. 
[22:24] <+Bytram> ding ding ding 
[22:24] <@juggs> that sounds good if the legalities allow 
[22:24] <@mrcoolbp> ^ 
[22:24] <+matt_> i doubt that the community would object (don't quote me on that :) 
[22:24] <+Bytram> juggs: that was my main concern, but I can't hitnk of any legal holes in it. 
[22:24] * mrcoolbp quotes you on that 
[22:24] <+Bytram> !grab matt_ 
[22:25] <+TheMightyBuzzard> oh some of them would object to being given $20 but mostly not 
[22:25] <@paulej72> we can put a meesage in the footer 
[22:25] <@juggs> Bytram, me either, I'm hardly concious of UK corp regs let alone US stuff 
[22:25] <+matt_> would we be ok with the front page saying: "This month's hosting brought to you by: Microsoft Corporation"? 
[22:25] <@mrcoolbp> uh, not if it's at the bottom 
[22:25] <@mrcoolbp> = ) 
[22:26] <+Bytram> make it a new option on the user settings page to show/hide the "advert" 
[22:26] <@mrcoolbp> hah 
[22:26] <+NCommander> I want to make sure we're not skirting stuff on donations 
[22:26] <+NCommander> */2 cents* 
[22:26] <@juggs> premium price for above the fold info box, less for a footer :D 
[22:26] <@mrcoolbp> NCommander: yeah that's a big "if" 
[22:26] <+TheMightyBuzzard> NCommander, we are but only in the way that thousands of other companies have already paved the way for. 
[22:26] <@mrcoolbp> NCommander: but if it's billed as Ads, then, meh, right? 
[22:26] <+Bytram> from what I've seen so far, if we rely solely on donations, we're not going to last the year. 
[22:27] <@mrcoolbp> bytram: actually, if we keep at the pace we are going, we'll be fine 
[22:27] <@mrcoolbp> bytram, our goal includes a lot of one-time startup stuff 
[22:27] <+Bytram> and, as to the question as to whether I'd object to a notice saying "brought to you by MS", I'd really not mind. 
[22:27] <@mrcoolbp> bytram: http://wiki.soylentnews.org/wiki/Finances 
[22:27] <@mrcoolbp> $3,600 for server hosting for one year 
[22:28] <@mrcoolbp> we are at $2,040 right now 
[22:28] <+Bytram> yes, but if someone comes up with the funding for the hosting, that frees up money for lawyers, etc. 
[22:28] <@mrcoolbp> absolutely 
[22:28] <+matt_> we should be clear in the policy doc. about our stance on editorial independence (i.e., independence from advertisers' influence) 
[22:28] <+Bytram> matt_++ yes, indeed. 
[22:29] <@mrcoolbp> someone note that please 
[22:29] <+matt_> Bytram, until you start seeing a lot of pro-MS stories being posted :) 
[22:29] <+Bytram> meh 
[22:29] * Bytram is an editor. =) 
[22:29] <+TheMightyBuzzard> helps that our editors aren't paid. hard to corrupt someone until you pay them. 
[22:29] * Bytram unchecks the [ ] display check box 
[22:30] <+Bytram> what MS stories? 
[22:30] <+Bytram> =) 
[22:30] <@mrcoolbp> Bytram: what was item #2? 
[22:30] <+Bytram> TheMightyBuzzard: exactly. 
[22:30] <+Bytram> yeah, hodl on 
[22:30] <@mrcoolbp> we are running later than matt_ was hopoing 
[22:30] * Bytram is trying to remember 
[22:30] * matt_ slaps himself awake 
[22:31] <+Bytram> oh, the policy doc says that board meetings are listed in the "Site News" box at least a week in advance of the meeting. 
[22:31] * NCommander injects matt_ with coffee 
[22:31] <+Bytram> just want to make sure, when we come up with the next meeting date/time 
[22:31] <+Bytram> that we update that. 
[22:31] <+Bytram> that's it. 
[22:31] <+NCommander> TheMightyBuzzard, I've got 10000 Phillipian Pesos ready to bride the editoral team 
[22:31] <+NCommander> and a few million dong if more motivation is required 
[22:32] <@mrcoolbp> bytram: I thought we were doing that, I even changed everything (I think) when I had to push it forward due to issues outside my control) 
[22:32] <+TheMightyBuzzard> so, you could probably buy laminatorx a beer then? 
[22:32] <+Bytram> no comment 
[22:32] <+Bytram> I didn't see the notice appear until a couple days ago. 
[22:32] <+matt_> TheMightyBuzzard, how goes the work on accepting bitcoin? 
[22:32] <@mrcoolbp> ^& 
[22:32] <+Bytram> anyway that was the 2nd point./ 
[22:32] <+TheMightyBuzzard> matt_, it's ready for the 14.10 rollout as of today. 
[22:32] <@mrcoolbp> Bytram: got it, thanks 
[22:32] <+matt_> nice! 
[22:32] <@mrcoolbp> yay! 
[22:32] <+Bytram> np 
[22:33] <+TheMightyBuzzard> tested it with live bitcoin on dev today, NCommander is now a sub on dev until 2017 
[22:33] <+NCommander> I am? 
[22:33] <+NCommander> Neat. 
[22:33] <@paulej72> the question you should now have is when will 14.10 be ready :) 
[22:33] <+Bytram> paulej72: when will 14.10 be ready? 
[22:33] * NCommander defers that to paulej72 since I haven't managed to do any dev work this cycle 
[22:33] <@mrcoolbp> matt_ can you check BoA to see if there are some new $0.01 transacs ? 
[22:33] <+matt_> checking... 
[22:34] <@paulej72> depends what we want to add to it? 
[22:34] <+TheMightyBuzzard> technically we could roll it out any time we like but it's going to be kind of thin right now. 
[22:34] <+Bytram> TheMightyBuzzard: there's nothing wrong with having a "thin" update; all the better to isolate problems when a bigger one comes along 
[22:34] <+matt_> mrcoolbp, none yet. 
[22:34] <+NCommander> TheMightyBuzzard, kinda thin? 
[22:34] <@mrcoolbp> = / 
[22:34] <+NCommander> Honestly, I don't mind if its a thin update 
[22:35] <+NCommander> 14.08 was very late, and was a big update 
[22:35] <+matt_> mrcoolbp, last transaction: $209.52 transfer from paypal on 9/30. 
[22:35] <@mrcoolbp> k 
[22:35] <@mrcoolbp> matt_ current balance? 
[22:35] <+Bytram> what is ready to go out in 14.10? I ask as I've been tied up with outside stuff a bit and haven't done much QA work. 
[22:35] <+TheMightyBuzzard> i'd like to get like two or three more issues cleared first. call it a 14.10.08 instead of 14.10.01. 
[22:35] <+TheMightyBuzzard> but that's entirely up to you and pj 
[22:35] <+matt_> mrcoolbp, $1969.61 
[22:35] <@mrcoolbp> k 
[22:35] <+NCommander> Bytram, honestly, I think the only thing going in is bitpay support 
[22:36] <+NCommander> whcih will give us money, which is a valid reason to release an update :-) 
[22:36] <+TheMightyBuzzard> some bug fixes but mostly yeah 
[22:36] <+Bytram> agreed on getting money being a good enough reason. 
[22:36] * TheMightyBuzzard shrugs 
[22:36] <+Bytram> TheMightyBuzzard: I've got a couple minor bugs to report that could go in, too. 
[22:36] <+TheMightyBuzzard> .01 it is then 
[22:37] <+TheMightyBuzzard> or as near as is feasible. 
[22:37] <+Bytram> mostly typos/capitalization etc. 
[22:37] <+TheMightyBuzzard> Bytram, catch me in the morning. i likely wouldn't remember now even with a sticky note on my forehead. 
[22:37] <+Bytram> same as in the past, roll it out on the weekend when things are quieter? 
[22:37] <+TheMightyBuzzard> probably. pj? 
[22:38] <@paulej72> yes weekend 
[22:38] <@mrcoolbp> TheMightyBuzzard: there are 4 1-cent transacs in bitpay, nothing in the account yet 
[22:38] <+Bytram> TheMightyBuzzard: /me has an early morning at work; would prolly be thurs am sometime 
[22:39] <+matt_> ok, any other business for the board meeting? 
[22:39] <+TheMightyBuzzard> mrcoolbp, they won't do a transfer of less than $20 
[22:39] <@mrcoolbp> ah 
[22:39] <+TheMightyBuzzard> which works out really nice with our price point 
[22:39] <@mrcoolbp> = ) 
[22:39] <@mrcoolbp> okay, well I think we can adjourn now, though I'm not sure matt has time for the whois migration 
[22:39] <+NCommander> I'm not up to it 
[22:40] <+NCommander> Sorry 
[22:40] <+NCommander> matt_, I can send you my information for it 
[22:40] <@mrcoolbp> NCommander: just setup a time you can be online when he does it 
[22:40] <+matt_> well, i won't be able to get that letter together until the weekend, so perhaps we should get it all taken care of then? 
[22:40] <@mrcoolbp> just in case 
[22:40] <+matt_> NCommander, will you be around this weekend? 
[22:41] <+NCommander> ++ 
[22:41] <+NCommander> I can try and get OV done by then 
[22:41] <+Bytram> hmmm, an idea... 
[22:41] <+Bytram> subscription is currently $20/year 
[22:41] <+Bytram> what if we announced that there was an increase coming in one month where it goes up to $25/year? 
[22:41] <+Bytram> that would pull some in quicker from those who have been procrastinating? 
[22:41] <+Bytram> no prob. thought I'd mention it. 
[22:41] <+NCommander> (organization verification) 
[22:41] <+Bytram> that's all I've got. 
[22:41] <+Bytram> if we can decide the date/time of the next meeting within 5 minutes, we'll have finished the meeting in 90 minutes. 
[22:41] <@mrcoolbp> lol 
[22:42] <@mrcoolbp> let's go with 2 weeks from today, 6 or 7pm ? 
[22:42] <@mrcoolbp> Oct 14 
[22:42] <+matt_> either time is fine for me. 
[22:43] <+NCommander> matt_, possibly 
[22:43] <+NCommander> matt_, discuss in private 
[22:43] <+matt_> k. 
[22:44] <+NCommander> matt_, if you could join #chillax :-) 
[22:44] * mrcoolbp moves to adjourn 
[22:44] <+matt_> seconds 
[22:44] * NCommander thirds 
[22:44] <+matt_> All in favour of adjourning? 
[22:44] <@mrcoolbp> Aye! 
[22:44] <+matt_> Aye!

[[Category:Board of Directors meetings]]

Issues to Be Raised at the Next Board Meeting

2014-10-01T03:17:18Z

BlackHole:

Issues to Be Raised at the Next Board Meeting

2014-10-01T03:16:41Z

BlackHole: Cleared issues/agenda after today's board meeting

Issues to Be Raised at the Next Board Meeting

2014-10-01T03:08:15Z

BlackHole:

If there is an issue that you would like to be raised at the next Board meeting, please include it in the list below. The list will be cleared following each meeting. If you feel that your issue was not adequately addressed at the meeting, please feel free to add it to the list again, with additional detail as needed, and it will be raised at the following meeting.

==Next meeting==
Time: Wednesday October 15th at 1:15am UTC (Tuesday October 14th at 9:15pm EDT) 
Place: irc.sylnt.us:6667/6697#staff ([http://50.116.18.95:3989/ Webchat]) 
Chair: To Be Determined

==Issues/Agenda==
* Issue 1: Officer nominations.

* Issue 2: Follow-up on SoylentNews Policy Document - Updates:
At the [http://wiki.soylentnews.org/wiki/Board_of_Directors_Meeting_-_September_3_2014| September 3, 2014 Board Meeting], there was discussion about site Privacy, Copyright, and DMCA policies.

A section has been added to the Wiki for these and two other items ("Disclaimers" and "Terms of Use" — many thanks to Crutchy for offering suggested text). [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Privacy.2C_Copyright.2C_Disclaimers.2C_Terms_of_Use.2C_and_DMCA Privacy, Copyright, Disclaimers, Terms of Use, and DMCA].

Suggest these be reviewed and agreed upon prior to applying to our site(s). (SoylentNews.org, dev.Soylentnews.org, etc., IRC, Wiki, TWiki, other?)
** Issue 2a: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Privacy_Policy Privacy Policy]
** Issue 2b: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Copyright_Notice Copyright Notice]
** Issue 2c: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Disclaimers Disclaimer]
** Issue 2d: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Terms_of_Use Terms of Use]
** Issue 2e: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#DMCA_Notice DMCA Notice]

* Issue 3: We should buy quickbooks for accounting (and abandon GNU cash as this was always meant to be an interim measure)

* Issue 4: How much copyright content may be legally reproduced in a story summary? Some summaries contain copypasta of copyright material from commercial news sites. Do we need a scripty to scan and flag any summary, comment, journal or wiki article that reproduces more than a certain percentage of linked content? Something like MIN(10%,100 words) seems pretty safe. There could be a whitelist of sites (such as Wikipedia) that could be excluded from scanning. This is possibly not a board-level issue but I'm not sure exactly who/where to direct due to fairly broad scope.

* Issue 5: We need a Service Provider Designation of Agent to Receive Notification of Claims of Infringement in order to shelter us from legal action in the event of a DMCA notice (see: [[http://copyright.gov/onlinesp/]] and [[http://www.newmediarights.org/guide/copyright/how_register_dmca_agent]])
[[Category:Board of Directors]]

MediaWiki:Sitenotice

2014-10-01T03:07:02Z

BlackHole:

The next SoylentNews PBC Board of Directors meeting will be on Wednesday October 15th at 1:15am UTC (Tuesday October 14th at 9:15pm EDT) in [irc://irc.sylnt.us/staff #staff] ([ircs://irc.sylnt.us:6697/staff SSL]) ([http://irc.sylnt.us/?channels=#staff Webchat]).

Board of Directors Meeting - September 30 2014

2014-10-01T03:05:44Z

BlackHole:

Board of Directors Meeting - September 30 2014

2014-10-01T03:05:06Z

BlackHole:

Board of Directors Meeting - September 30 2014

2014-10-01T03:04:09Z

BlackHole: Created page with "[21:19] <@mrcoolbp> matt_ you want to chair? [21:19] <+matt__> k. [21:19] <+matt__> Issue 1: Officer nominations. [21:19] == Bytram|away has changed nick to..."

[21:19] <@mrcoolbp> matt_ you want to chair?
[21:19] <+matt__> k.
[21:19] <+matt__> Issue 1: Officer nominations.
[21:19] == Bytram|away has changed nick to Bytram
[21:19] <@mrcoolbp> okay, what are our options for officers?
[21:20] <+matt__> Assistant Treasurer was discussed at our last meeting, iirc
[21:20] == matt_ [~4c76b3cf@Soylent/Staff/Management] has quit [Ping timeout: 244 seconds]
[21:20] <@mrcoolbp> lol
[21:20] == matt__ has changed nick to matt_
[21:20] <+matt_> much better :)
[21:20] <+matt_> I believe that Bytram wanted some time to consider the nomination.
[21:20] == Strat_ [~d07e3056@208.126.ul.uq] has joined #staff
[21:20] * Bytram was having comm issues, too. here.
[21:21] <+Bytram> yes, and I appreciate having the opportunity to think it over.
[21:21] <@mrcoolbp> matt_ I believe that's correct, bytram did you get to consider your nomination?
[21:21] <@mrcoolbp> oh
[21:21] <+Bytram> I am flattered to have been nominated.
[21:21] <+Bytram> I have discusssed it with some people and at this time, must politely decline the invitation...
[21:22] <@mrcoolbp> I understand
[21:22] <+matt_> Bytram, understood :)
[21:22] <+Bytram> however, I will gladly continue to assist in any way I can.
[21:22] <@mrcoolbp> okay
[21:22] <+NCommander> Did we have another nomination?
[21:22] <@mrcoolbp> well, I'd like to have an odd number of members, so since I only have one other nomination, I'm not sure where that leaves us
[21:23] <+matt_> are there any other nominations for officers? the main purpose would be to have someone to officially help mrcoolbp with any of the items on his large todo list.
[21:23] <+matt_> mrcoolbp, keep in mind that officers need not be board members.
[21:23] <@mrcoolbp> is @juggs around = )
[21:23] * mrcoolbp smiles sliley
[21:24] <+Bytram> matt_: ISTR there are protections mentioned in the bylaws; do those apply equally for board members as well as officers?
[21:24] <@paulej72> he was in soylent just a few minutes ago
[21:24] <+matt_> Bytram, that is correct. Officers are indemnified for actions taken in good faith on behalf of the corporation.
[21:25] <+Bytram> thanks... and the same/equal protections for board members?
[21:25] <+NCommander> Bytram, corporate veil is the legal term to know here
[21:25] <+matt_> Bytram, the indemnifications of the officers are detailed in the appropriate board action by which they are elected.
[21:25] <+Bytram> thanks.
[21:26] <@mrcoolbp> okay, well getting me an assistant is a secondary priority for me. Another thing we wanted to do eventually was expand the board to 5 memebers, I don't think we have an avenue to pursue that currently, let's defer this again to next meeting
[21:26] * mrcoolbp moves to defer
[21:26] <+NCommander> second
[21:26] <+matt_> aye!
[21:26] <@mrcoolbp> aye!
[21:26] <+NCommander> neat
[21:26] <+matt_> Issue 2: Follow-up on SoylentNews Policy Document - Updates:
[21:26] <+matt_> Bytram, i believe that this was your issue?
[21:27] * NCommander scanned and signed it!
[21:27] <+Bytram> yes, thanks.
[21:27] <@mrcoolbp> Okay, as per not having an assistant I haven't made any progress on this personally
[21:27] <+Bytram> many thanks to crutchy for his suggestions and comments.
[21:27] <@mrcoolbp> ^^
[21:27] <+Bytram> the main question I have at this point lies with copyright,
[21:27] * juggs is here - sorry went afk for a few
[21:27] <+Bytram> especially sith respect to stories.
[21:27] <+Bytram> say user foo submits a story.
[21:28] <+Bytram> the editor looks at it, likes it exactly as it is.
[21:28] <+Bytram> editor pushes it to the main page.
[21:28] <+Bytram> who owns the copyright?
[21:28] <+NCommander> Honestly, I think the solution here is going forward, everything has to be put under a CC license
[21:28] <+TheMightyBuzzard> the user. you can't transfer ownership of copyright, only assign rights.
[21:29] <+NCommander> Probably CC BY-SA
[21:29] <@mrcoolbp> yeah and put a disclaimer on the submission page
[21:29] <+NCommander> TheMightyBuzzard, actually, yes you can */2 cents*
[21:29] <@mrcoolbp> (juggs: no prob)
[21:29] <+Bytram> the mental conflict I was facing was wrt the notice when a user submits a *comment*
[21:29] <@mrcoolbp> Bytram: this may be answered by issue #5
[21:30] <@mrcoolbp> if you are worried about infringement
[21:30] <@mrcoolbp> at least partially
[21:30] <+Bytram> possibly... just two more quick things to finish the thought, if I may?
[21:30] <+matt_> issue #5 is a good one. i do think that it would be good to have a clear statement of who owns the copyright to submissions if we don't have one already.
[21:30] <@mrcoolbp> sure
[21:30] <+Bytram> comments: "The Fine Print: The following comments are owned by whoever posted them. We are not responsible for them in any way. "
[21:31] <+Bytram> and, wrt journal entries, I'm assuming those are also owned by the submitter; can probably use the same text as for comments.
[21:31] <+Bytram> k, that's it.
[21:31] <+NCommander> So, here is my 2 cents
[21:31] <+NCommander> While having comments owned by who posted them is nice in theory, it does create future headaches
[21:32] <+NCommander> For instance, if we ever wanted to release (pat of) the database freely, we don't own the copyright nor have a license to do so
[21:32] <@mrcoolbp> interesting
[21:32] <+matt_> NCommander, i wonder if that isn't somewhat intentional, as the poster may not have intended their comment to be so released...
[21:32] <@mrcoolbp> .
[21:33] <+Bytram> also, it provides some *protections* for us, should someone post something "troublesome"
[21:33] <+NCommander> matt_, doesn't stop someone from scraping them out of the database
[21:33] <+TheMightyBuzzard> should put some legalese in there stating that the user retains full rights but licenses us to use said comment in any form we see fit in the future.
[21:33] <+NCommander> Pipedot already proved it was technically possible
[21:33] <+Bytram> like the entirety of some copyrighted document.
[21:33] <+Bytram> TheMightyBuzzard: excellent point.
[21:33] <+NCommander> matt_, I rather put it to a community vote, and anything we do will *not* be retroactive
[21:34] <@mrcoolbp> ^^^^^^^^^^^^^
[21:34] <+matt_> sounds good.
[21:34] <@mrcoolbp> okay, someone note that down
[21:34] <+NCommander> If the database/content/etc. is CC, then the community has the means to fork in a way thats a *lot* cleaner than what we did w/ /.
[21:34] <+TheMightyBuzzard> we need to mark the final comment under the old rules then and save that information
[21:34] * NCommander looks at the chair
[21:34] <@mrcoolbp> hah
[21:34] <+NCommander> TheMightyBuzzard, not hard, we can do it at the CID< and allow users to retroactively release their old comments
[21:34] <+Bytram> we would need some proper legalese... the submitter gives SOylentNews PBC, etc. a non-exclusive, worldwide, license to publish blah blah blah
[21:35] <+NCommander> Bytram, wikimedia has a pretty sane form for that
[21:35] <+NCommander> Since they release everything CC BY-SA
[21:35] <@mrcoolbp> yeah that should do it then
[21:35] <+Bytram> I'
[21:35] <+Bytram> I'm not a legal beagle, but want to make sure we get the right wording when we do decide to go live with it.
[21:35] <+matt_> NCommander, do you want to run a story on the site suggesting the change and see how many pitchforks come out?
[21:36] * NCommander shivers
[21:36] * mrcoolbp grabs blanket
[21:36] <+NCommander> I do think we've released the idea before witout the community ripping our heads off
[21:36] <+Bytram> there's also the matter of the copyright notice for the wiki and twiki.
[21:36] <+NCommander> Bytram, wiki I think is CC BY-SA already
[21:37] <+TheMightyBuzzard> i do have one thing to add here before we move on. we need to register a DMCA agent soonest or we get very few protections as a service provider.
[21:37] <+NCommander> Bytram, yup: Content is available under Creative Commons Attribution Share Alike unless otherwise noted.
[21:37] <+Bytram> yes, agreed. but I'm unsure whether that was by *intention* or by default.
[21:37] <+NCommander> TheMightyBuzzard, that too
[21:37] <@mrcoolbp> TheMightyBuzzard: that's issue #5
[21:37] <+matt_> TMB, that's issue#5 ;)
[21:37] <@mrcoolbp> haha ninja-ed
[21:37] <+matt_> hah!
[21:37] <+TheMightyBuzzard> teach me to read first
[21:37] <+NCommander> Bytram, intentional default? Lets us use the stuff on it freely
[21:38] <+Bytram> and, if someone comes at us for a copyright violatio0n bcause someone posted a violating item on there, are we protected?
[21:38] <+Bytram> that leads to the need for a DMCA notice, too.
[21:38] <@mrcoolbp> Bytram, yup #5
[21:38] <+matt_> Bytram, you had a number of sub-items for issue #2. would you like to discuss any others?
[21:38] <+Bytram> btw, I can't seem to put my hand to the agenda list; could someone pls post the link here?
[21:38] <+matt_> http://wiki.soylentnews.org/wiki/Issues_to_Be_Raised_at_the_Next_Board_Meeting
[21:38] <+Bytram> matt_: thank you!
[21:39] <+Bytram> matt_: looking/thinking
[21:40] <@mrcoolbp> I think the plan was for me to go through this, tighten up a few screws, and send to staff for review, I have not done that yet
[21:40] <+Bytram> have a mental block right now; I decline for the moment, but please ask again at the end.
[21:40] <+Bytram> on second thought
[21:41] <+Bytram> I have the genral areas roughed out where I see the need for certain items to be stated on the site.
[21:41] <+Bytram> But, I lack the legal knowledge on how to phrase things, as well as full knowledge of what we actually *want*
[21:41] <+Bytram> those are the stumbling blocks for me on Issues 2*
[21:42] <+NCommander> Feel free to poke my brain for legal wording crap
[21:42] <+Bytram> thanks!
[21:42] <+Bytram> that leaves what do we WANT in the way of protections.
[21:42] == mythterj [mythterj@txl.ORG] has joined #staff
[21:42] <+Bytram> I'd rather not tie up a board meeting with the minutia
[21:43] <+Bytram> maybe, send out an e-mail to board? staff? with each section in turn, and solicit feedback?
[21:43] <@mrcoolbp> bytram, that was my plan
[21:43] <+Bytram> I'm open to suggestions at this point; I just saw a need and wanted to get the ball rolling.
[21:44] <@mrcoolbp> Bytram: you've done some great work there, I just need an hour or two to give it a thourough read-through and I haven't gotten to it
[21:44] <@mrcoolbp> my apologies everyone
[21:44] <+matt_> TODO: mrcoolbp, review site policy document and send out to staff when ready.
[21:44] <+matt_> shall we move on?
[21:45] <@mrcoolbp> I think so
[21:45] <@mrcoolbp> I don't think we can finish this now
[21:45] <+matt_> Issue 3: We should buy quickbooks for accounting (and abandon GNU cash as this was always meant to be an interim measure)
[21:45] <@mrcoolbp> I vote yes
[21:45] <+Bytram> mrcoolbp: we're a group of volunteers and sometimes the world does not permit the priorities we'd like to give the site; I understand!
[21:45] <+matt_> mrcoolbp, any idea how much this would cost?
[21:45] <@mrcoolbp> $150 I think
[21:45] <+Bytram> I've not loked into it, lately, but ISTR there are 
[21:46] <+Bytram> additional "modules" that might cost extra
[21:46] * Bytram has no idea if we'd need them, or the cost.
[21:46] <+matt_> sounds reasonable to me (and a very good idea to get this done before year's end)
[21:46] <+Blackmoore> Sadly i will also agree. Quickbooks is most likely something an accountant will want us to have
[21:46] <+Bytram> is there anyone here who has used quickbooks before?
[21:46] <+NCommander> matt_, ACK
[21:46] <+NCommander> We've got money
[21:46] <+NCommander> lets spend it
[21:46] <+TheMightyBuzzard> Bytram, yes but not in the past ten years.
[21:46] <+NCommander> :-)
[21:46] <@mrcoolbp> lol
[21:46] <+matt_> Bytram, i have. it takes some getting used to.
[21:47] <+NCommander> I've used Quicken, which uses a fair number of the same UI stuff
[21:47] <+NCommander> and I know how to do accounting
[21:47] <+Blackmoore> I did some back in prehisotic times
[21:47] <+Bytram> great!
[21:47] <+matt_> All those in favor of mrcoolbp buying a copy of quickbooks:
[21:47] <@mrcoolbp> Aye!
[21:47] <+matt_> Aye!
[21:47] <+NCommander> ^- what they said
[21:47] <+matt_> Resolved!
[21:47] <@mrcoolbp> yay
[21:47] <+matt_> Issue 4: How much copyright content may be legally reproduced in a story summary? Some summaries contain copypasta of copyright material from commercial news sites. Do we need a scripty to scan and flag any summary, comment, journal or wiki article that reproduces more than a certain percentage of linked content? Something like MIN(10%,100 words) seems pretty safe. There could be a whitelist of sites (such as Wikipedia) that could be excluded from scanning. This is possibly not a board-level issue but I'm n
[21:47] <+matt_> etc. :)
[21:47] <+NCommander> Oh boy
[21:48] <+NCommander> So, disclaimer on this one
[21:48] <+NCommander> We're a US corporation, US Fair Use laws apply
[21:48] <+NCommander> Please remember that during this discussion
[21:48] <+NCommander> kthxbye
[21:48] <+matt_> http://en.wikipedia.org/wiki/Fair_use
[21:48] <+TheMightyBuzzard> Means, being a news organization, basically anything necessary for us to properly tell a story is fair game.
[21:48] <+NCommander> matt_, note, fair use in the US is different than the rest of the world.
[21:49] <+matt_> as usual, that wikipedia page is very U.S.-centric :)
[21:49] <@paulej72> /. has the same types of stories as we do and it has not been an issue there
[21:49] <+Bytram> TheMightyBuzzard: seems to hinge on the word *necessary*
[21:49] <+Bytram> paulej72: that we know of.
[21:49] * mrcoolbp notes Quickbooks is actually $249.95
[21:49] <@mrcoolbp> = (
[21:49] <+Bytram> besides that run-in they had with the c of scientolgy
[21:49] <+Bytram> and ISTR there was a problem with msft
[21:49] <+TheMightyBuzzard> nod nod. good rule of thumb is try not to copy an entire article unless it's only two paragraphs.
[21:50] <+matt_> in a nutshell, courts decide fair-use on a case-by-case basis :/
[21:50] <+matt_> TMB, agreed.
[21:50] <+Bytram> and it coests quite a bit to get their opinion
[21:50] <+Bytram> best to not get to that point
[21:50] <+Bytram> one thing
[21:50] <+NCommander> mrcoolbp, the fuck O_o;
[21:50] <+TheMightyBuzzard> well, we are a public corporation. eventually we WILL be sued.
[21:50] <+NCommander> Er
[21:50] <+NCommander> ****
[21:51] <@mrcoolbp> NCommander: do you want to re-vote that = )
[21:51] <+Bytram> it's also important, I would think, to try and clearly note the source when we ARE copying something verbatim
[21:51] <+matt_> TMB, technically, we are a private corporation :)
[21:51] <+TheMightyBuzzard> public in the sense of interacting... rather than what matt_ ninja'd me on
[21:51] <@mrcoolbp> public-facing
[21:51] <+TheMightyBuzzard> yeah, them
[21:51] <+Bytram> ^^^
[21:51] <+NCommander> Honestly, as long as we're not copy and pasting large swatches of articles
[21:51] <+NCommander> i.e., it doesn't look like one of my posts
[21:52] <+NCommander> We should be fine
[21:52] <@mrcoolbp> heh
[21:52] <+NCommander> ANd if someone's legal department comes knocking, THEN we cross that bridge
[21:52] <+TheMightyBuzzard> we can even use, dum dum dum, pictures if we like.
[21:52] <@mrcoolbp> sure, the goal is to have a lawyer if we need it
[21:52] <+matt_> NCommander, are you ok with the new quickbooks price that mrcoolbp mentioned above?
[21:52] <@mrcoolbp> or money for a lawyer
[21:52] <@mrcoolbp> $249.95
[21:52] <@mrcoolbp> quickbooks ^
[21:53] <+Bytram> plus s/h, tax, etc.?
[21:53] <+NCommander> matt_, it sucks, but yeah
[21:53] <+NCommander> I don't think we're getting around that
[21:53] <+Bytram> I propose that we
[21:53] <+Bytram> authorize mrcoolbp obtain a copy with a total cost not to exceed, say, $300
[21:53] <@mrcoolbp> all in favor of ^
[21:53] <+Bytram> anything more than that would require separate approval, and
[21:54] <+Bytram> of course, if he can get a better price, go for it.
[21:54] <+matt_> Aye!
[21:54] <@mrcoolbp> Aye!
[21:54] <+Blackmoore> Aye
[21:54] <+NCommander> Aye
[21:54] <@mrcoolbp> I'll look around a bit
[21:54] <+matt_> Resolved: mrcoolbp is authorized to buy quickbooks up to a maximum of $300.
[21:54] <@mrcoolbp> okay, so we are still on #4
[21:54] <@mrcoolbp> right?
[21:54] * NCommander has a note to attach to Quickbooks
[21:54] <@mrcoolbp> oh
[21:54] <+NCommander> It should be licensed to the corp, and not mrcoolbp himself
[21:54] <+NCommander> So we can move the seat around as needed
[21:54] <@mrcoolbp> absolutely
[21:55] <+matt_> correct.
[21:55] <+Bytram> nod nod
[21:55] <+NCommander> Just wanted to make that clear :)
[21:55] <+Blackmoore> Aye
[21:55] <@mrcoolbp> thanks
[21:55] <@mrcoolbp> (Blackmoore: you don't have to vote = )
[21:55] <+matt_> getting back to issue #4:
[21:55] <@mrcoolbp> ^^^^
[21:56] <+Bytram> though I like the *idea* of an automated system for discerning the amount of duplication...
[21:56] <+matt_> is the consensus that we allow the editors to use their discretion up until the point that we receive a complaint from a copyright-holder?
[21:56] <+matt_> ...and then reassess?
[21:56] <+NCommander> Yeah
[21:56] <+Bytram> coding it is non-trivial
[21:56] <+NCommander> THere's not way to code something like that
[21:56] <+TheMightyBuzzard> i suggest a policy of best judgment and run anything questionable by laminatorx
[21:56] <+NCommander> Or more specifically
[21:56] <+NCommander> If I could code something like that, I'd be really rich
[21:56] <+Bytram> ^^^
[21:56] <@mrcoolbp> TheMightyBuzzard++
[21:57] <+NCommander> In the entirity of /.'s history, I think they only ever had issues when people commented and posting the test of Scienologies OT3
[21:57] <+NCommander> *text
[21:57] <+Bytram> NCommander: I remember that one, but ISTR there was an issue with msft, too.
[21:57] <+Bytram> but, I cannot at all recall the specifics
[21:57] <+NCommander> Bytram, regardless, /. been around 20 something years, and never been stuck in a major legal battle on this front that we're aware of
[21:58] <+Bytram> yes, that we are aware of.
[21:58] <+Bytram> wait a sec
[21:58] <+Bytram> I take that back
[21:58] <+Bytram> I *DO* recall cmdrtaco mentioning on a couple of occasions mentioning
[21:58] <+Bytram> having to do battle with lawyers
[21:58] <+NCommander> Which is why we are raisng money to have a lawyer available if we need it
[21:59] <+Bytram> to keep the site as open and freeeflowing as it was.
[21:59] <+NCommander> But I'm not going to go absolute bonkers until we get there
[21:59] <+matt_> this discussion is actually related to issue #5:
[21:59] <+Bytram> I have not problem with having a lawyer,just making sure we are all coming from the same place.
[21:59] <+matt_> Issue 5: We need a Service Provider Designation of Agent to Receive Notification of Claims of Infringement in order to shelter us from legal action in the event of a DMCA notice (see: [[1]] and [[2]]) 
[21:59] <@mrcoolbp> probably end up being me, ug.
[21:59] <@mrcoolbp> = )
[22:00] <+TheMightyBuzzard> could be laminatorx if you really don't want it.
[22:00] <+matt_> mrcoolbp, if you want, i can volunteer for this one.
[22:00] <@mrcoolbp> matt_ that would be fine by me sir. 
[22:00] <@mrcoolbp> not going to volunteer LamX
[22:00] <+Bytram> my sense is that matt_ has a better handle on the legal consequences and ramifications of any response we might make.
[22:01] <@mrcoolbp> matt_: have you read the attached links? Your contact will be posted publicly
[22:01] <+matt_> so, basically, we just send in a form to the US Copyright Office designating the official point of contact for takedown notices...
[22:01] <@mrcoolbp> and like $40 bucks or something I think
[22:01] * Bytram nominates Bender
[22:01] * mrcoolbp can't remember
[22:01] <+matt_> mrcoolbp, well, considering that the corporation's address is my address, i don't think i have much left to hide :)
[22:01] <@mrcoolbp> matt_ tru, so yah, send in the form, small fee, and list contact info
[22:02] <+matt_> mrcolbp, it's approximately $105 + $35
[22:02] <@mrcoolbp> oh, 
[22:02] <+NCommander> Honestly, can't we put the address as our RA?
[22:02] <+NCommander> Or failing that, matt_'s?
[22:02] <+NCommander> His is public anyway due to it being on the articles of incorporation
[22:02] <+matt_> ^^
[22:02] <@mrcoolbp> NCommander: the address might be able to be our RA
[22:02] <+matt_> mrcoolbp, they would just forward it to me anyway ;)
[22:03] <+Bytram> RA == Resident Agent?
[22:03] <+matt_> registered agent
[22:03] <@mrcoolbp> aye
[22:03] <@mrcoolbp> er that
[22:03] <+Bytram> ah. thanks!
[22:03] <@mrcoolbp> anyway, matt_ that would be great if you could volunteer, seems to make sense as to your last point
[22:03] <@mrcoolbp> as for # 4, I think we will have a better idea after we get #2 wrapped up
[22:04] <+matt_> All in favor of matt_ registering as our DMCA Agent?
[22:04] <@mrcoolbp> Aye!
[22:04] <+matt_> Aye!
[22:04] <+NCommander> Aye
[22:04] <+matt_> Resolved!
[22:04] <@mrcoolbp> sweet
[22:05] <+matt_> TODO: matt_, register as DMCA Agent
[22:06] <@mrcoolbp> okay, so I think we'll need to revisit everything else, do we have anything further matt_ ?
[22:06] <+matt_> so, that brings us to the end of the wiki agenda. i had two outstanding issues from the last meeting.
[22:06] <@mrcoolbp> please
[22:06] <+matt_> 1. getting mrcoolbp access to the BoA account.
[22:06] <@mrcoolbp> would require us paying more
[22:06] <@mrcoolbp> or sharing a loging
[22:06] <@mrcoolbp> login
[22:06] <+NCommander> We could have gone with Wells Fargo :-P
[22:06] <+NCommander> *ducks*
[22:07] <+Bytram> mrcoolbp: how much "more" are we talking about here?
[22:07] <+NCommander> Oh, on that note
[22:07] <+TheMightyBuzzard> nah, i gave up liking them when they quit running stage coaches
[22:07] <+NCommander> I will be able to get validated at a BOA in November
[22:07] <+matt_> Bytram, $15/month or a higher average balance to avoid the fee.
[22:07] <+matt_> NCommander, nice!
[22:07] <+NCommander> ... I think we can approve $15/month :-P
[22:07] <+Bytram> matt_: thanks. at this point, that's a not-insignificant chunk of change
[22:08] <+matt_> NCommander, do you think that a shared login would be ok for now.
[22:08] <@mrcoolbp> NCommander: I'm hesistant to add more monthlies, one-timers is something else, 
[22:08] <+matt_> our banking transactions are all very traceable...
[22:08] <+NCommander> matt_, as long as it doesn't violate some BOA thingy
[22:08] <@mrcoolbp> hrm
[22:08] <+matt_> none that i'm aware of.
[22:08] <+NCommander> I rather not get our account locked up
[22:08] <+NCommander> Then we can share an account
[22:08] <+Bytram> perhaps with a caveat?
[22:09] <+Bytram> only one person is authorized to perform transactions? the other can review?
[22:09] <@mrcoolbp> Bytram: I have a card for transactions, I would only use to view account
[22:09] <@mrcoolbp> if else, I'll check here or pester matt to do so
[22:09] <+matt_> k. mrcoolbp, shall we coordinate this between ourselves?
[22:09] <+Bytram> that allows access, for both, but retains a trail of who did what, even though two people would technically have benn able to do something with the login
[22:09] <@mrcoolbp> matt_ yes
[22:10] <@mrcoolbp> Bytram: agreed, nicely said
[22:10] <+Bytram> thanks
[22:10] <+matt_> item 2: take necessary steps to get wildcard cert.
[22:10] <@mrcoolbp> ah yes
[22:10] <+Bytram> umm, what was the decision on 1?
[22:10] <@mrcoolbp> bytram, we deffered
[22:11] <+matt_> Bytram, that we would share a login for now, and that mrcoolbp and I would coordinate this.
[22:11] <+Bytram> okay, tahnks.
[22:11] <@mrcoolbp> oh wait, you mean that ^
[22:11] <+Bytram> and, at this point, only matt_ is authorized to perform transactions with the login?
[22:11] <+NCommander> (brb, 2 minutes)
[22:11] <@mrcoolbp> right
[22:12] <@mrcoolbp> NCommander: k
[22:12] <+matt_> Bytram, both mrcoolbp and i are signers on the account, so we can both perform transactions.
[22:12] <@mrcoolbp> (with cards)
[22:12] <+matt_> we both have debit cards.
[22:12] <+Bytram> but mrcoolbp can still use the debit card, as necessary/authorized.
[22:12] <@mrcoolbp> yup
[22:12] <+Bytram> okay, thanks!
[22:12] <@mrcoolbp> matt, Bytram meant through the login
[22:12] <+matt_> ah.
[22:12] <+Bytram> ^^^
[22:13] <@mrcoolbp> matt_ so the idea is you want to try to migrate the whois right?
[22:13] <+matt_> so, to recap the plan from our last meeting:
[22:13] <+Bytram> btw, it been almost an hour in; any thoughts of a "bio break" for, say five minutes?
[22:13] <@mrcoolbp> Bytram: go
[22:14] <+Bytram> k, back soon.
[22:14] <+matt_> basically, as a temporary solution, we can _authorize_ SoylentNews PBC to apply for and obtain certificates for the domains, even without a transfer.
[22:14] == Blackmoore has changed nick to blackmoore|afk
[22:14] <@mrcoolbp> right
[22:14] * NCommander is back
[22:15] <+matt_> to do this, we just need me to write a letter to NC authorizing it, which i can do by this weekend.
[22:16] <+NCommander> matt_, I think so?
[22:16] <+NCommander> Ugh, we'd probably have to deal with the register and see what they want
[22:16] <+NCommander> WHich is irritating as ****
[22:16] <+matt_> although not strictly necessary, i do think that it would be a good idea to change the whois, simply because having it as "Peter Walsh" is not good...
[22:16] <+TheMightyBuzzard> sounds too easy for something that's been a sticking point this long. how can we further complicate it so it takes another month?
[22:16] <+NCommander> I'll finish the OV sometime this week
[22:16] <+NCommander> TheMightyBuzzard, I'll fire myself into the sun
[22:17] <+Bytram> back
[22:17] <+matt_> NCommander, I propose that we list you as the "Administrative Contact" for the domains, which, combined with my letter, should be all the CA could reasonably require.
[22:18] <+NCommander> Sorry, I had an internet failure
[22:18] <+NCommander> matt_, that should work
[22:18] <+Bytram> sonds good to me.
[22:18] <@mrcoolbp> ack
[22:18] <+Bytram> s/sonds/sounds/
[22:18] <+matt_> if it doesn't we can just try something else :)
[22:18] <@paulej72> speeking of the domains, can we set *.soylennews.com to point to soylentnews.org
[22:18] <@mrcoolbp> ^^^
[22:18] <+Bytram> ^^^
[22:18] <+matt_> ^^^
[22:18] <+Bytram> we had a user comment to that effect.
[22:19] <+NCommander> I think we own that domain
[22:19] <+NCommander> So yeah
[22:19] <@paulej72> matt has the access to that
[22:19] <+Bytram> well, it does have the same Peter Walsh
[22:19] <+matt_> the zone file is on linode, right?
[22:19] <+matt_> or is it using the gandi zone file?
[22:20] <@mrcoolbp> linode
[22:20] <@paulej72> only for .org
[22:20] * mrcoolbp thinks
[22:20] <@paulej72> .com must be on gandi
[22:20] <+matt_> ok, we should be able to fix that.
[22:20] <@mrcoolbp> hmm
[22:21] <+Bytram> paulej72: it is...
[22:21] <+Bytram> Connecting to COM.whois-servers.net...
[22:21] <+Bytram> Connecting to whois.gandi.net...
[22:21] <+Bytram> Domain ID: 1845913633_DOMAIN_COM-VRSN
[22:21] <+Bytram> Registrar WHOIS Server: whois.gandi.net
[22:21] <+Bytram> Registrar URL: http://www.gandi.net
[22:21] <+Bytram> Updated Date: 2014-03-10T20:23:57Z
[22:21] <+Bytram> Creation Date: 2014-02-09T01:50:26Z
[22:21] <+Bytram> Registrar Registration Expiration Date: 2015-02-09T01:50:26Z
[22:21] <+Bytram> Registrar: GANDI SAS
[22:21] <+Bytram> Registrar IANA ID: 81
[22:21] <+Bytram> Registrar Abuse Contact Email: abuse@support.gandi.net
[22:21] <+Bytram> Registrar Abuse Contact Phone: +33.170377661
[22:21] <+NCommander> eek
[22:21] <+NCommander> Use a pastebin
[22:21] <+Bytram> sry.
[22:21] <@mrcoolbp> lol
[22:21] <+matt_> this was the last item that i had for the board meeting, so if there are no other items, we could adjourn and get to fixing that
[22:21] <+Bytram> matt_: I've got two thinkgs
[22:21] <@mrcoolbp> I"m good with that
[22:21] <@mrcoolbp> oh
[22:22] <@mrcoolbp> Bytram you have the floore
[22:22] <+Bytram> thanks
[22:22] <+Bytram> 1.) we have users who are in a positon to provide addiotnal funding, but no way to provide it to us easily
[22:22] <@mrcoolbp> they can buy additional years
[22:22] <+Bytram> is there a reason why wee could not, say, let someone pay for our hosting for one month?
[22:22] <@mrcoolbp> = )
[22:23] <@mrcoolbp> bytram: they can just buy 20 years subscription
[22:23] <+Bytram> and add something on the homepage saying "Hosting for this month provided by: foo"
[22:23] <@mrcoolbp> matt_ I'm not sure on this ^
[22:23] <+TheMightyBuzzard> That we could actually do. Call it selling a vanity space on the site.
[22:23] <+Bytram> so, it's not a "donation" so no legal problems, there. and they are getting something for the payment.
[22:23] <+Bytram> nod nod
[22:24] <+Bytram> if someone wants to pay for the whole year, well, smile!
[22:24] <+matt_> Bytram, indeed. it would be a form of advertisement.
[22:24] <+Bytram> ding ding ding
[22:24] <@juggs> that sounds good if the legalities allow
[22:24] <@mrcoolbp> ^
[22:24] <+matt_> i doubt that the community would object (don't quote me on that :)
[22:24] <+Bytram> juggs: that was my main concern, but I can't hitnk of any legal holes in it.
[22:24] * mrcoolbp quotes you on that
[22:24] <+Bytram> !grab matt_ 
[22:25] <+TheMightyBuzzard> oh some of them would object to being given $20 but mostly not
[22:25] <@paulej72> we can put a meesage in the footer
[22:25] <@juggs> Bytram, me either, I'm hardly concious of UK corp regs let alone US stuff
[22:25] <+matt_> would we be ok with the front page saying: "This month's hosting brought to you by: Microsoft Corporation"?
[22:25] <@mrcoolbp> uh, not if it's at the bottom
[22:25] <@mrcoolbp> = )
[22:26] <+Bytram> make it a new option on the user settings page to show/hide the "advert"
[22:26] <@mrcoolbp> hah
[22:26] <+NCommander> I want to make sure we're not skirting stuff on donations
[22:26] <+NCommander> */2 cents*
[22:26] <@juggs> premium price for above the fold info box, less for a footer :D
[22:26] <@mrcoolbp> NCommander: yeah that's a big "if"
[22:26] <+TheMightyBuzzard> NCommander, we are but only in the way that thousands of other companies have already paved the way for.
[22:26] <@mrcoolbp> NCommander: but if it's billed as Ads, then, meh, right?
[22:26] <+Bytram> from what I've seen so far, if we rely solely on donations, we're not going to last the year.
[22:27] <@mrcoolbp> bytram: actually, if we keep at the pace we are going, we'll be fine
[22:27] <@mrcoolbp> bytram, our goal includes a lot of one-time startup stuff
[22:27] <+Bytram> and, as to the question as to whether I'd object to a notice saying "brought to you by MS", I'd really not mind.
[22:27] <@mrcoolbp> bytram: http://wiki.soylentnews.org/wiki/Finances
[22:27] <@mrcoolbp> $3,600 for server hosting for one year 
[22:28] <@mrcoolbp> we are at $2,040 right now
[22:28] <+Bytram> yes, but if someone comes up with the funding for the hosting, that frees up money for lawyers, etc.
[22:28] <@mrcoolbp> absolutely
[22:28] <+matt_> we should be clear in the policy doc. about our stance on editorial independence (i.e., independence from advertisers' influence)
[22:28] <+Bytram> matt_++ yes, indeed.
[22:29] <@mrcoolbp> someone note that please
[22:29] <+matt_> Bytram, until you start seeing a lot of pro-MS stories being posted :)
[22:29] <+Bytram> meh
[22:29] * Bytram is an editor. =)
[22:29] <+TheMightyBuzzard> helps that our editors aren't paid. hard to corrupt someone until you pay them.
[22:29] * Bytram unchecks the [ ] display check box
[22:30] <+Bytram> what MS stories?
[22:30] <+Bytram> =)
[22:30] <@mrcoolbp> Bytram: what was item #2?
[22:30] <+Bytram> TheMightyBuzzard: exactly.
[22:30] <+Bytram> yeah, hodl on
[22:30] <@mrcoolbp> we are running later than matt_ was hopoing
[22:30] * Bytram is trying to remember
[22:30] * matt_ slaps himself awake
[22:31] <+Bytram> oh, the policy doc says that board meetings are listed in the "Site News" box at least a week in advance of the meeting.
[22:31] * NCommander injects matt_ with coffee
[22:31] <+Bytram> just want to make sure, when we come up with the next meeting date/time
[22:31] <+Bytram> that we update that.
[22:31] <+Bytram> that's it.
[22:31] <+NCommander> TheMightyBuzzard, I've got 10000 Phillipian Pesos ready to bride the editoral team
[22:31] <+NCommander> and a few million dong if more motivation is required
[22:32] <@mrcoolbp> bytram: I thought we were doing that, I even changed everything (I think) when I had to push it forward due to issues outside my control)
[22:32] <+TheMightyBuzzard> so, you could probably buy laminatorx a beer then?
[22:32] <+Bytram> no comment
[22:32] <+Bytram> I didn't see the notice appear until a couple days ago.
[22:32] <+matt_> TheMightyBuzzard, how goes the work on accepting bitcoin?
[22:32] <@mrcoolbp> ^&
[22:32] <+Bytram> anyway that was the 2nd point./
[22:32] <+TheMightyBuzzard> matt_, it's ready for the 14.10 rollout as of today.
[22:32] <@mrcoolbp> Bytram: got it, thanks
[22:32] <+matt_> nice!
[22:32] <@mrcoolbp> yay!
[22:32] <+Bytram> np
[22:33] <+TheMightyBuzzard> tested it with live bitcoin on dev today, NCommander is now a sub on dev until 2017
[22:33] <+NCommander> I am?
[22:33] <+NCommander> Neat.
[22:33] <@paulej72> the question you should now have is when will 14.10 be ready :)
[22:33] <+Bytram> paulej72: when will 14.10 be ready?
[22:33] * NCommander defers that to paulej72 since I haven't managed to do any dev work this cycle
[22:33] <@mrcoolbp> matt_ can you check BoA to see if there are some new $0.01 transacs ?
[22:33] <+matt_> checking...
[22:34] <@paulej72> depends what we want to add to it?
[22:34] <+TheMightyBuzzard> technically we could roll it out any time we like but it's going to be kind of thin right now.
[22:34] <+Bytram> TheMightyBuzzard: there's nothing wrong with having a "thin" update; all the better to isolate problems when a bigger one comes along
[22:34] <+matt_> mrcoolbp, none yet.
[22:34] <+NCommander> TheMightyBuzzard, kinda thin?
[22:34] <@mrcoolbp> = /
[22:34] <+NCommander> Honestly, I don't mind if its a thin update
[22:35] <+NCommander> 14.08 was very late, and was a big update
[22:35] <+matt_> mrcoolbp, last transaction: $209.52 transfer from paypal on 9/30.
[22:35] <@mrcoolbp> k
[22:35] <@mrcoolbp> matt_ current balance?
[22:35] <+Bytram> what is ready to go out in 14.10? I ask as I've been tied up with outside stuff a bit and haven't done much QA work.
[22:35] <+TheMightyBuzzard> i'd like to get like two or three more issues cleared first. call it a 14.10.08 instead of 14.10.01.
[22:35] <+TheMightyBuzzard> but that's entirely up to you and pj
[22:35] <+matt_> mrcoolbp, $1969.61
[22:35] <@mrcoolbp> k
[22:35] <+NCommander> Bytram, honestly, I think the only thing going in is bitpay support
[22:36] <+NCommander> whcih will give us money, which is a valid reason to release an update :-)
[22:36] <+TheMightyBuzzard> some bug fixes but mostly yeah
[22:36] <+Bytram> agreed on getting money being a good enough reason.
[22:36] * TheMightyBuzzard shrugs
[22:36] <+Bytram> TheMightyBuzzard: I've got a couple minor bugs to report that could go in, too.
[22:36] <+TheMightyBuzzard> .01 it is then
[22:37] <+TheMightyBuzzard> or as near as is feasible.
[22:37] <+Bytram> mostly typos/capitalization etc.
[22:37] <+TheMightyBuzzard> Bytram, catch me in the morning. i likely wouldn't remember now even with a sticky note on my forehead.
[22:37] <+Bytram> same as in the past, roll it out on the weekend when things are quieter?
[22:37] <+TheMightyBuzzard> probably. pj?
[22:38] <@paulej72> yes weekend
[22:38] <@mrcoolbp> TheMightyBuzzard: there are 4 1-cent transacs in bitpay, nothing in the account yet
[22:38] <+Bytram> TheMightyBuzzard: /me has an early morning at work; would prolly be thurs am sometime
[22:39] <+matt_> ok, any other business for the board meeting?
[22:39] <+TheMightyBuzzard> mrcoolbp, they won't do a transfer of less than $20
[22:39] <@mrcoolbp> ah
[22:39] <+TheMightyBuzzard> which works out really nice with our price point
[22:39] <@mrcoolbp> = )
[22:39] <@mrcoolbp> okay, well I think we can adjourn now, though I'm not sure matt has time for the whois migration
[22:39] <+NCommander> I'm not up to it
[22:40] <+NCommander> Sorry
[22:40] <+NCommander> matt_, I can send you my information for it
[22:40] <@mrcoolbp> NCommander: just setup a time you can be online when he does it
[22:40] <+matt_> well, i won't be able to get that letter together until the weekend, so perhaps we should get it all taken care of then?
[22:40] <@mrcoolbp> just in case
[22:40] <+matt_> NCommander, will you be around this weekend?
[22:41] <+NCommander> ++
[22:41] <+NCommander> I can try and get OV done by then
[22:41] <+Bytram> hmmm, an idea...
[22:41] <+Bytram> subscription is currently $20/year
[22:41] <+Bytram> what if we announced that there was an increase coming in one month where it goes up to $25/year?
[22:41] <+Bytram> that would pull some in quicker from those who have been procrastinating?
[22:41] <+Bytram> no prob. thought I'd mention it.
[22:41] <+NCommander> (organization verification)
[22:41] <+Bytram> that's all I've got.
[22:41] <+Bytram> if we can decide the date/time of the next meeting within 5 minutes, we'll have finished the meeting in 90 minutes.
[22:41] <@mrcoolbp> lol
[22:42] <@mrcoolbp> let's go with 2 weeks from today, 6 or 7pm ?
[22:42] <@mrcoolbp> Oct 14
[22:42] <+matt_> either time is fine for me.
[22:43] <+NCommander> matt_, possibly
[22:43] <+NCommander> matt_, discuss in private
[22:43] <+matt_> k.
[22:44] <+NCommander> matt_, if you could join #chillax :-)
[22:44] * mrcoolbp moves to adjourn
[22:44] <+matt_> seconds
[22:44] * NCommander thirds
[22:44] <+matt_> All in favour of adjourning?
[22:44] <@mrcoolbp> Aye!
[22:44] <+matt_> Aye!

SoylentNews PBC Board of Directors

2014-10-01T03:02:11Z

BlackHole:

Issues to Be Raised at the Next Board Meeting

2014-09-13T00:54:18Z

BlackHole:

MediaWiki:Sitenotice

2014-09-13T00:50:09Z

BlackHole:

The next SoylentNews PBC Board of Directors meeting will be on Tuesday, September 30 at 22:00 UTC (6:00pm EDT) in [irc://irc.sylnt.us/staff #staff] ([ircs://irc.sylnt.us:6697/staff SSL]) ([http://irc.sylnt.us/?channels=#staff Webchat]).

Issues to Be Raised at the Next Board Meeting

2014-09-13T00:49:45Z

BlackHole:

If there is an issue that you would like to be raised at the next Board meeting, please include it in the list below. The list will be cleared following each meeting. If you feel that your issue was not adequately addressed at the meeting, please feel free to add it to the list again, with additional detail as needed, and it will be raised at the following meeting.

==Next meeting==
Time: Tuesday, September 30, 22:00 UTC (6:00pm EDT) 
Place: irc.sylnt.us:6667/6697#staff ([http://50.116.18.95:3989/ Webchat]) 
Chair: To Be Determined

==Issues/Agenda==
* Issue 1: Site wildcard certificates - status?

* Issue 2: Follow-up on SoylentNews Policy Document - Updates:
At the last Board Meeting, there was discussion about site Privacy, Copyright, and DMCA policies.

A section has been added to the Wiki for these and two other items ("Disclaimers" and "Terms of Use" — many thanks to Crutchy for offering suggested text). [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Privacy.2C_Copyright.2C_Disclaimers.2C_Terms_of_Use.2C_and_DMCA Privacy, Copyright, Disclaimers, Terms of Use, and DMCA].

Suggest these be reviewed and agreed upon prior to applying to our site(s). (SoylentNews.org, dev.Soylentnews.org, etc., IRC, Wiki, TWiki, other?)

** Issue 2a: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Privacy_Policy Privacy Policy]
** Issue 2b: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Copyright_Notice Copyright Notice]
** Issue 2c: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Disclaimers Disclaimer]
** Issue 2d: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Terms_of_Use Terms of Use]
** Issue 2e: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#DMCA_Notice DMCA Notice]

* Issue 3: Treasurer's Report - Month of August 2014
** Starting Balance(s)
** Income
** Expenses
** Ending Balance(s)

* Issue 4: Current Balance(s)

* Issue 5: Treasurer's Reports - Track on Wiki?

* Issue 6: Start repayment of initial cash investments by Matt_ and NCommander? Maybe $20-$25/person/month?

[[Category:Board of Directors]]

Issues to Be Raised at the Next Board Meeting

2014-09-13T00:46:18Z

BlackHole:

If there is an issue that you would like to be raised at the next Board meeting, please include it in the list below. The list will be cleared following each meeting. If you feel that your issue was not adequately addressed at the meeting, please feel free to add it to the list again, with additional detail as needed, and it will be raised at the following meeting.

==Next meeting==
Time: Tuesday, September 30, 23:00 UTC (7:00pm EDT) 
Place: irc.sylnt.us:6667/6697#staff ([http://50.116.18.95:3989/ Webchat]) 
Chair: To Be Determined

==Issues/Agenda==
* Issue 1: Site wildcard certificates - status?

* Issue 2: Follow-up on SoylentNews Policy Document - Updates:
At the last Board Meeting, there was discussion about site Privacy, Copyright, and DMCA policies.

A section has been added to the Wiki for these and two other items ("Disclaimers" and "Terms of Use" — many thanks to Crutchy for offering suggested text). [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Privacy.2C_Copyright.2C_Disclaimers.2C_Terms_of_Use.2C_and_DMCA Privacy, Copyright, Disclaimers, Terms of Use, and DMCA].

Suggest these be reviewed and agreed upon prior to applying to our site(s). (SoylentNews.org, dev.Soylentnews.org, etc., IRC, Wiki, TWiki, other?)

** Issue 2a: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Privacy_Policy Privacy Policy]
** Issue 2b: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Copyright_Notice Copyright Notice]
** Issue 2c: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Disclaimers Disclaimer]
** Issue 2d: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#Terms_of_Use Terms of Use]
** Issue 2e: [http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document#DMCA_Notice DMCA Notice]

* Issue 3: Treasurer's Report - Month of August 2014
** Starting Balance(s)
** Income
** Expenses
** Ending Balance(s)

* Issue 4: Current Balance(s)

* Issue 5: Treasurer's Reports - Track on Wiki?

* Issue 6: Start repayment of initial cash investments by Matt_ and NCommander? Maybe $20-$25/person/month?

[[Category:Board of Directors]]

MediaWiki:Sitenotice

2014-09-13T00:45:35Z

BlackHole:

The next SoylentNews PBC Board of Directors meeting will be on Tuesday, September 30 at 23:00 UTC (7:00pm EDT) in [irc://irc.sylnt.us/staff #staff] ([ircs://irc.sylnt.us:6697/staff SSL]) ([http://irc.sylnt.us/?channels=#staff Webchat]).

MediaWiki:Sitenotice

2014-09-13T00:45:18Z

BlackHole:

The next SoylentNews PBC Board of Directors meeting will be on Tuesday, September 39 at 23:00 UTC (7:00pm EDT) in [irc://irc.sylnt.us/staff #staff] ([ircs://irc.sylnt.us:6697/staff SSL]) ([http://irc.sylnt.us/?channels=#staff Webchat]).

Board of Directors Meeting - September 12 2014

2014-09-13T00:35:02Z

BlackHole: Protected "Board of Directors Meeting - September 12 2014" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

[18:42] <@Bytram> okay, so are we all here? 
[18:44] == Bytram changed the topic of #staff to: Board Meeting now in Progress; Everyone that doesn't have a voice or operator status in this channel: your messages will be forwarded to the channel ops. 
[18:44] <+NCommander> indeed 
[18:44] <@mrcoolbp> right 
[18:44] <+matt_> good 
[18:45] <@Bytram> looks like all are present. 
[18:45] <+matt_> so, there are 6 issues on the wiki. shall we jump right in? 
[18:45] <@mrcoolbp> sure 
[18:45] <@Bytram> The items for this meeting, as far as I know, are at: http://wiki.soylentnews.org/wiki/Issues_to_Be_Raised_at_the_Next_Board_Meeting 
[18:45] <@Bytram> sounds good. 
[18:45] <+matt_> Issue 1: Site wildcard certificates - status? 
[18:46] <@mrcoolbp> I think we need the domain under SN's control to do that 
[18:46] <+NCommander> yeah 
[18:46] <+matt_> my understanding is that the status of this is: pending transfer decision 
[18:46] <@mrcoolbp> yeah 
[18:47] <@Bytram> whose decision is that? 
[18:47] <+matt_> the board's, mostly :) 
[18:47] <@Bytram> oh. 
[18:47] * NCommander twiches on that discussion 
[18:47] <+matt_> the thing is, it's not just getting the whois right, we should have an actual transfer so that the agreement with the CA is actually correct... 
[18:48] <@mrcoolbp> exactly 
[18:48] <@Bytram> are there any issues with domain ownership at the moment, or are all those now under our control? 
[18:48] <+matt_> the PBC doesn't yet own the domains. 
[18:48] <+matt_> we have had a few discussions about how to achieve this. 
[18:49] <@mrcoolbp> lots of circular discussions from my recollection 
[18:49] <+matt_> and to reiterate, the default position (i.e., if we can't think of a better solution) is a donation, although in my opinion that has its own drawbacks 
[18:49] <@mrcoolbp> like? 
[18:50] <+matt_> mrcoolbp, like defeating the purpose of being a public-benefit corp., since without shareholders the board isn't required to adhere to our journalistic purpose. 
[18:50] <+matt_> so, we're basically a standard for-profit that is relying on the goodwill of the board to stay true to the PBC's stated mission. 
[18:50] <@mrcoolbp> goodwill of board or goodwill of shareholders, they're similar situations 
[18:51] <@mrcoolbp> though not identical 
[18:51] <+matt_> mrcoolbp, one provides a distribution of power, while one concentrates it imho 
[18:51] <@Bytram> For completeness sake, who currently owns the domains: sylnt.us and soylentnews.org? 
[18:51] <@mrcoolbp> we own sylnt.us 
[18:51] <@mrcoolbp> Landon donated it 
[18:51] <+matt_> my understanding is that the PBC owns sylnt.us and i own soylentnews.org 
[18:52] <+NCommander> Yeah, we have sylnt.us under our control 
[18:53] <@Bytram> so what is the issue with getting the wildard certs? 
[18:53] <@mrcoolbp> the PBC doesn't own the domain, so it would be legit 
[18:53] <+matt_> Bytram, the CA requires that the applicant own the domain 
[18:53] <@mrcoolbp> wouldn't 
[18:53] <@Bytram> which domain are we talking about atm 
[18:54] <+matt_> Bytram, the one for which the wildcard cert is required :) 
[18:54] <@Bytram> matt_: gee, thanks! :/ 
[18:54] <+matt_> i'm assuming that is soylentnews.org 
[18:54] <@mrcoolbp> bingo 
[18:54] <@Bytram> that's my assumption, too. 
[18:54] <+NCommander> yeah 
[18:54] <@Bytram> okay. so who/what *owns* soylentnews.org right now? 
[18:54] <@mrcoolbp> matt_ 
[18:54] <+matt_> me 
[18:55] <@Bytram> okay. sorry, I'm playing catchup here, it seems. 
[18:55] <+matt_> Bytram, that is what i bought from Barrabas all those months ago. 
[18:55] <@Bytram> and the problem is matt_ != Soylentnews PBC 
[18:55] <@mrcoolbp> yes sir. 
[18:55] <@Bytram> so we can't get the wildcard certs? 
[18:55] <@mrcoolbp> correct. 
[18:55] <@Bytram> but, matt_ could? 
[18:56] <@mrcoolbp> not really our end-goal, but technically yes 
[18:56] <+matt_> i suppose that's true 
[18:56] <@Bytram> okay, so it's not so much a *technical* problem; we *could* get the wildcard certs at the moment if we wanted to, the problem is a (for lack of a better term) political/governance one? 
[18:57] <@mrcoolbp> kind of 
[18:57] <+NCommander> Yeah 
[18:58] <@Bytram> backtracking a moment; there was mention at the last meeting about needing some PDF file signed(?) and forwarded (correct me if I'm wrong there)... has this been done?> 
[18:58] <+matt_> not to my knowledge 
[18:59] * Bytram goes to track down the last meeting's minutes 
[18:59] <@mrcoolbp> I have printed it out, but I had a minor breakdown in not reading all 40 or so pages collective of the documents 
[18:59] <+NCommander> Bytram, that was to authorize an agent to deal with the A 
[19:00] <@Bytram> mrcoolbp: Ugh. I'm *still* recovering from reading the incorporation docs! 
[19:00] <@mrcoolbp> exactly 
[19:01] <+matt_> mrcoolbp, it was only 28 pages :) 
[19:01] <+matt_> (the vast majority of which were just the incorporation docs attached as exhibits) 
[19:01] <@mrcoolbp> matt_ which parts are new/changed? 
[19:02] <+matt_> mrcoolbp, ok, so there are 2 documents: 
[19:02] <@Bytram> matt_: Yeah, but the incorporation docs had a single sentence that contained over 300 words. :( 
[19:02] <+NCommander> ... .oO(can't help but think this could be simpler :-P) 
[19:02] <+matt_> 1. the first document basically ratifies everything that we've done so far. 
[19:02] == rand [~rand@cea-547.64-463-42.nts-online.net] has joined #staff 
[19:02] <+matt_> 2. the second document amends the bylaws to allow meetings over IRC 
[19:02] == mode/#staff [+v rand] by Bytram 
[19:03] <+matt_> really there are only a total of ~5 pages of new stuff :/ 
[19:03] <+matt_> which isn't much for setting up an entire corporation... 
[19:03] <@Bytram> matt_: could you please e-mail me a copy for review? 
[19:04] <+matt_> Bytram, k. 
[19:04] <@Bytram> thanks! 
[19:04] * NCommander has repeatively failed to get to fedex office to print and sign the ive pages 
[19:05] <@Bytram> mrcoolbp: There's quite a discussion thread on chilax.soylentnews.org about the incorporation docs, should you have any questions. Matt_ was most helpful in explaining things that I'd misunderstood, and I'd be happy to answer any questions I can. 
[19:05] <+matt_> Bytram, email sent! 
[19:05] <@Bytram> here's the URL: https://chillax.soylentnews.org/article.pl?sid=14/06/17/0027254 
[19:05] * Bytram checks mail 
[19:07] <@Bytram> matt_: mail received. THanks! 
[19:07] <+matt_> =) 
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[19:08] * Bytram is downloading PDFs now. 
[19:08] == mythterj [mythterj@tonvizu.sdf.org] has joined #staff 
[19:08] <@Bytram> okay, so continuing with where we left off... 
[19:09] <@Bytram> Just a wild idea, but if matt_ had the signed docs in hand, what would the problem be if he just went and got the wildcard certs? Could they not also be transferred along with the site, should the need arise? What am I missing? 
[19:10] <@mrcoolbp> not sure if they are transferrable, NCommander might know 
[19:10] <+matt_> certainly not a permanent solution, but it could solve the immediate problem. 
[19:10] <+NCommander> the CA wants proof that we own the domain, by validating us via the postmaster address (done) AND getting the WHOIS info matching up 
[19:11] <@Bytram> NCommander: the (infamous) 'Peter Walsh'? 
[19:11] <+NCommander> bingo 
[19:12] <@Bytram> what do they (the CA) need to get that fixed? 
[19:12] <+matt_> i can fix the whois 
[19:12] <@Bytram> matt_++ 
[19:12] <+matt_> well, by "fix" i mean "change" 
[19:12] <+matt_> the question is what to change it to 
[19:12] <+NCommander> The register (gadhi) has to fix the WHOIS 
[19:13] <@Bytram> okay, there are three 'contacts' - Registrant, Admin, and Tech... right? 
[19:13] <+NCommander> Yeah 
[19:14] <+matt_> Bytram, one snag i seem to remember is that for some reason we needed a "corporate account" (was that with the CA or gandi?) 
[19:14] <@Bytram> idk 
[19:15] <@mrcoolbp> NCommander: do you remember? 
[19:15] <+NCommander> matt_, the CA requires one, but that wasn't the headache 
[19:15] <+NCommander> I can handle that side of it relatively easy 
[19:17] <+matt_> Bytram, so we had a page up on the wiki with a few options for the transfer. Given that the default option is a donation/transfer, i really think this issue boils down to the question of whether we want there to be stockholders (as would normally be the case) or for the power to be concentrated in the board. 
[19:18] <+matt_> If we can answer that question, everything else will be pretty much automatically decided, i think. 
[19:19] <@Bytram> matt_: thanks for that... 
[19:19] <@mrcoolbp> I think that sums it up nicely 
[19:19] <@mrcoolbp> should we press on with the agenda? 
[19:19] <+NCommander> yeah 
[19:19] <@Bytram> ummm, 
[19:20] <@Bytram> what stops us from getting the wildcard certs, for now, and deal with the stockholder/board issue later? 
[19:20] <@Bytram> or is that a 'cart before the horse' kind of thing 
[19:20] <@mrcoolbp> I'd have to defer to NCommander on how to answer that question. 
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[19:21] == mode/#staff [+v TheMightyBuzzard] by juggler 
[19:21] <+NCommander> the domian has to be owned by the corporation 
[19:21] <+NCommander> That's the hangup 
[19:22] <@Bytram> corporation == "SoylentNews PBC" ?? 
[19:22] <@mrcoolbp> NCommander: I think he was proposing that matt_ get the CA cert under his name 
[19:22] <+matt_> NCommander, as i understand it, technically the corporation simply has to have permission to use the domain. 
[19:22] <+matt_> i'm not sure if actual ownership is really required. 
[19:22] <@mrcoolbp> or that ^ 
[19:24] <@Bytram> okay, so backing up for a moment, the agenda item was: "Issue 1: Site wildcard certificates - status?" 
[19:24] <+NCommander> matt_, yeah, that's a possibility, as long as the certificate license allows you to do it for profit and such 
[19:25] <@mrcoolbp> Maybe matt_ can investigate and NCommander assist if needed 
[19:25] <+matt_> NCommander, should we do it that way? I could change the whois, and write a letter giving SN PBC express permission to obtain a wildcard cert? 
[19:25] <+matt_> mrcoolbp, yes, let me investigate that a little more to see if i can find any problems. 
[19:26] <+NCommander> matt_, that should be able to work 
[19:26] <@mrcoolbp> great, thanks guys 
[19:26] <+matt_> TODO: matt_: investigate changing whois and giving SN PBC permission to apply for a wildcard cert. 
[19:26] <@paulej72> here if i am needed 
[19:26] <@Bytram> perfect! You guys are great! 
[19:26] <@Bytram> paulej72: hi! 
[19:26] <@mrcoolbp> sup paulej72 
[19:27] <@paulej72> just got to my parents :) 
[19:27] <@Bytram> May I suggest we skip agenda item 2 for now and skip ahead to 3? 
[19:27] <@mrcoolbp> if you like 
[19:27] <@Bytram> that way we can make some quick progress? 
[19:27] <+matt_> Bytram, since i believe you added agenda item 2, that should be fine :) 
[19:27] <@mrcoolbp> That's what I was thinking. 
[19:27] <@Bytram> item 2 has 5 parts and each of them could turn into a rats hole of discussion. 
[19:28] <+matt_> oh, one thing about item 2, though. 
[19:28] <@Bytram> matt_: yes? 
[19:28] <+matt_> mrcoolbp, at the last meeting we discussed sending out an email to the staff list asking for input on the policy doc, iirc. 
[19:28] <+matt_> perhaps it is now ready for that? 
[19:28] <@mrcoolbp> yes, I need to give it a once over before I do 
[19:28] <+matt_> k. 
[19:28] <@mrcoolbp> I've been swamped lately, sorry guys 
[19:29] * mrcoolbp has a todo list 
[19:29] <@Bytram> yes; the parts I added are a ** D R A F T ** 
[19:29] <+matt_> TODO: mrcoolbp, give the policy doc. a once over, and if it is ready send an email to the staff list asking for input. 
[19:29] <@mrcoolbp> well the whole thing is a draft still 
[19:29] <@Bytram> I *really* want someone to go over them once before they go out for general review. 
[19:29] <+matt_> ok, on to agenda item 3? 
[19:29] <@Bytram> matt_: that works for me. 
[19:30] <+matt_> Issue 3: Treasurer's Report - Month of August 2014 
[19:30] <@mrcoolbp> Okay: so I don't have access to the bank account, but according to Paypal we've earned $1200 in August 
[19:30] * matt_ notes that the current bank account balance is: $1,379.49 
[19:30] <@mrcoolbp> (from subs alone) 
[19:31] <+matt_> mrcoolbp, you should have access to the bank account. 
[19:31] <@mrcoolbp> matt_ if there is a way for me to have a seperate loging that would be good 
[19:31] <@Bytram> yes, each person who access the account should have their *own* id 
[19:31] <+matt_> mrcoolbp, not sure if there is one. i will investigate further. 
[19:31] <@mrcoolbp> I have been withdrawing money as often as possible (from paypal to the account) to avoid any issues with paypal not feeling like giving us our money = ) 
[19:31] <@Bytram> mrcoolbp++ 
[19:32] <@mrcoolbp> TODO: matt_: investigate a seperate login on B o A account for mrcoolbp 
[19:32] <+NCommander> mrcoolbp, I think paypal has a type of autosweep for that 
[19:32] <+matt_> mrcoolbp, thanks! i'm racking up the todos today! 
[19:32] <@mrcoolbp> happens sir. 
[19:32] <@Bytram> hmm, can paypal pull money *back* from a linked bank account? 
[19:33] <+NCommander> from what I've see, we're getting about a sub per day 
[19:33] <+matt_> Bytram, i really doubt that. 
[19:33] <@mrcoolbp> NCommander: yes minus the past 2-3 
[19:33] <@Bytram> not that I expect that to continue, but 365 * $20 = $73,120 /year 
[19:34] <+matt_> Byram, you may want to upgrade your copy of Mathematica :) 
[19:34] <@Bytram> ugh. that didn't look right! 
[19:35] <+NCommander> mrcoolbp, I think once we put a banner up about it, it might help 
[19:35] <@Bytram> that works out to: 365 days/year * $20/day = $5300/year 
[19:35] <@Bytram> NCommander: nod nod 
[19:35] <@mrcoolbp> NCommander: yes, other thing I wanted to do was get a breakdown of expenses that we could link to from the banner with the Funding goal progress bar we built 
[19:35] <+matt_> Bytram, try once more. 
[19:36] <@mrcoolbp> on my todo list = ) 
[19:36] <@mrcoolbp> also helping TheMightyBuzzard setup bitpay account 
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[19:36] <+TheMightyBuzzard> all their bitcoins are belong to us 
[19:36] <@mrcoolbp> hopefully, at least some of them 
[19:36] <+NCommander> we got lucky on that 
[19:37] <+NCommander> yay for paypal embracing bitcoin 
[19:37] <+TheMightyBuzzard> paypal does bitcoin? 
[19:37] * Bytram had resisted increasing the font size on his cmd windows for too long 
[19:37] <@mrcoolbp> NCommander: kinda but not really 
[19:38] <@Bytram> 365 * 20 = 7300 
[19:38] <@mrcoolbp> that is correct 
[19:38] <@mrcoolbp> okay, are we moving to the next item or is there more to discuss on this one? 
[19:38] <@Bytram> how have we done with swag sales? 
[19:38] <+NCommander> I think we've covered it 
[19:39] <@mrcoolbp> Bytram: sec 
[19:39] <@Bytram> k 
[19:39] <+matt_> mrcoolbp, also, are we starting to pay for hosting from the bank account? 
[19:39] <@Bytram> time's up. ;) 
[19:39] <@mrcoolbp> NCommander: need a login that I can pay linode with 
[19:39] <@mrcoolbp> Bytram: $95.63 USD, but we won't see it all for about 30 days 
[19:40] <@mrcoolbp> from zazzle ^ 
[19:40] <@Bytram> mrcoolbp: thanks!@ 
[19:40] <@mrcoolbp> sure 
[19:40] <@mrcoolbp> any thing else I missed? 
[19:40] * Bytram has procrastinated in getting a temp card to buy swag with. 
[19:40] <+NCommander> mrcoolbp, I can fix that 
[19:41] <@mrcoolbp> for completeness (starting balance/ending balance isn't far off from $0 -> $1200, and effectively that is the case more or less) 
[19:41] <@mrcoolbp> NCommander: thanks 
[19:42] <@Bytram> TODO: NCommander will get mrcoolbp linode access so mrcoolbp can pay monthly hosting bill 
[19:42] <@Bytram> mrcoolbp: perfect! that's exactly what I was looking for! 
[19:42] <@Bytram> are we now ready to move on to the next item? 
[19:42] <@mrcoolbp> more detail would be: Starting was $100 I think, Expenses: $15 sylnt.us transfer, income of ~$1180 (paypal fees) 
[19:43] <@mrcoolbp> Bytram: I am 
[19:43] <@Bytram> i am 
[19:43] * matt_ is 
[19:43] <+matt_> so, we already did: Issue 4: Current Balance(s) 
[19:43] <@mrcoolbp> I think we are at Issue 5: Treasurer's Reports - Track on Wiki? 
[19:43] <@Bytram> nod nod 
[19:44] <@Bytram> I posted that one so I can elaborate 
[19:44] <@Bytram> we've espoused openness in our dealing with the community 
[19:44] <@Bytram> I am unsure just how much detail we need/want to put out there, but at a minimum... 
[19:45] <@Bytram> I would think that, for each month, a summary of where we started, what we spent, and where we ended up would be useful. 
[19:45] <@mrcoolbp> basically a summarized balance sheet 
[19:45] <@mrcoolbp> If others agree, I can't think of a good reason not to do this, other than it's yet another thing we have to do every month 
[19:45] <@Bytram> at this point, our transactions are so few, that we *could* itemize each of them, I suppose. 
[19:45] <@Bytram> mrcoolbp: bintgo 
[19:45] <+TheMightyBuzzard> all in favor of making Bytram do it? 
[19:46] <@mrcoolbp> Aye! 
[19:46] <+matt_> Aye! 
[19:46] <+NCommander> aye 
[19:46] <@mrcoolbp> ROFL 
[19:46] <@Bytram> since mrcoolbp is the treasurer, I defer to him. 
[19:46] <@mrcoolbp> ug 
[19:46] <+NCommander> we could make an assistent treasurer position 
[19:46] * NCommander strokes beard 
[19:46] <+matt_> ^^^ 
[19:46] <@mrcoolbp> ^^^^^ 
[19:47] <@Bytram> hey, I need to use the rest room... I'll be right back! =) 
[19:47] <@Bytram> j/k 
[19:47] <@mrcoolbp> if someone is nominating Bytram, I would Nominate paulej72 to round out to an odd number of positions 
[19:47] * mrcoolbp looks around at other board memebers 
[19:47] <+matt_> mrcoolbp, what position would you like to nominate paulej72 for? 
[19:47] <@mrcoolbp> matt_ what do we got? 
[19:47] <@paulej72> for a while 
[19:48] <+matt_> I nominate Bytram for the position of Assistant Treasurer. 
[19:48] * NCommander fires an on topic cannon 
[19:48] <@Bytram> matt_: I thought I'd been nominated for chairman a while ago 
[19:48] <+NCommander> While I want to expand the board, lets do it in a serious way 
[19:48] <@paulej72> assistant lightbulb changer 
[19:48] <@Bytram> NCommander: agreed. 
[19:49] <+matt_> NCommander, also, remember that officers need not be board members. 
[19:49] <@Bytram> topic at hand: "Issue 5: Treasurer's Reports - Track on Wiki?" 
[19:49] <@Bytram> is there anyone here who thinks we should *not* do this? 
[19:49] * mrcoolbp looks at his todo list 
[19:49] <+matt_> Bytram, well, actually, I think we were on topic, as this would be another thing for mrcoolbp's todo list. 
[19:50] <@mrcoolbp> = / 
[19:50] <+matt_> otherwise, i think it's a good idea. 
[19:50] <@mrcoolbp> not that hard I guess 
[19:51] <@Bytram> in spite of my recent display of math skills, if mrcoolbp can forward me all transaction data, I can help with computing the monthly tallies 
[19:51] <@mrcoolbp> once I have access, or if matt_ continues emailing monthly statements 
[19:52] <+matt_> mrcoolbp, that reminds me, i can send you the latest one now. 
[19:52] <@mrcoolbp> = ) 
[19:52] <@Bytram> hmm, if I could independently access the account's data, I would think it's pretty straightforward to dump as a .csv file and get a tally. 
[19:53] <@mrcoolbp> Bytram: if sufficient, matt_ could just CC you on these 
[19:53] <@Bytram> mrcoolbp: that might work. I'd have to see one, first. 
[19:53] <@mrcoolbp> (or I can forward them or whatever) 
[19:53] <@mrcoolbp> They are "Montly Statements" like you would get for your own account 
[19:54] <@mrcoolbp> should work 
[19:54] <@Bytram> mrcoolbp: please send 'em. I'll see what I can do. 
[19:55] <@mrcoolbp> will do 
[19:55] <@mrcoolbp> okay, so moving on? 
[19:55] <@Bytram> so, we've kind of nailed down the details, is it agreed we will track treasurer's reports on the wiki? 
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[19:55] <@mrcoolbp> NCommander, matt_ what do you think? Good idea/Bad idea? 
[19:55] <+NCommander> ack 
[19:56] <+matt_> sounds good to me. 
[19:56] <@mrcoolbp> okay, it's agreed then 
[19:56] <+matt_> mrcoolbp, email sent! 
[19:56] <@Bytram> AGREED: Issue 5: Treasurer's Reports - Track on Wiki? YES. 
[19:57] <@mrcoolbp> matt_ rcvd, thx 
[19:57] <@mrcoolbp> okay: Issue 6: Start repayment of initial cash investments by Matt_ and NCommander? Maybe $20-$25/person/month? 
[19:57] <+matt_> so, at that rate, it would take just over 10 years to be fully repaid :) 
[19:58] <@mrcoolbp> fantastic 
[19:58] <@Bytram> matt_: optimist! 
[19:58] <@Bytram> it's just a number I pulled out of the air, not knowing where we stood with 
[19:58] <+matt_> i think repayment can be put off for now (especially considering that we barely have enough money to pay for hosting for the next few months). 
[19:58] <@Bytram> cash on hand or with cash flow. the whole idea was to at least *get started* on making you guys "whole". 
[19:59] * matt_ likes lump sums :) 
[19:59] <@Bytram> matt_: and THAT was the competing thought. 
[19:59] <@mrcoolbp> Bytram: hard to gauge; we need to see how this plays out, we've only been live with subs for a few weeks, I predict they will start dropping off now 
[19:59] <@mrcoolbp> we'll get a little bump with the crypto guys 
[19:59] <+matt_> Bytram, also, personally, i would like to see money going towards generating original content, maybe paying editors/sysops/devs, and other things in the not-too-distant future, as well. 
[19:59] <+NCommander> Reddit does pretty good with their gold givings 
[20:00] <@Bytram> NCommander: ummm, what's that? 
[20:00] <@mrcoolbp> reddit gold 
[20:00] <+NCommander> Well, on reddit, eveyr post as a "Give Gold" which you can gift it, and it happens frequently enough that there's money to be had there 
[20:00] <+NCommander> I think 
[20:01] <@Bytram> so, I read a post (== story?) and if I like it, I can 'give gold' ?? 
[20:01] <+NCommander> Bingo 
[20:02] <+NCommander> We can gift subscriptions as they are now 
[20:03] <@Bytram> NCommander: interesting! So, it would *not* be considered a donation -- but more like a payment for services rendered? So, no tax law issues? 
[20:04] <+NCommander> Bytram, if we did a monthly version of the script for say 3 dollars, and then allowed it to be easily gifted 
[20:04] <+NCommander> I could see it working 
[20:04] <+NCommander> We already allow gift subscriptions 
[20:04] <+TheMightyBuzzard> hell, the mechanics are already written for it in the form of gift subscriptions. we'd just need to script up a button and allow partial subs to be bought. 
[20:04] <@Bytram> TheMightyBuzzard: like an auto-renewing, monthly subscription? 
[20:05] <@Bytram> TheMightyBuzzard: oh, nvm. I misread what you wrote. 
[20:05] <+TheMightyBuzzard> probably one-shot donation of a buck n change for a month 
[20:05] <@Bytram> TheMightyBuzzard: k, thanks! 
[20:05] <@mrcoolbp> <mythterj> Question from the floor: Is it true that Swag brought in less than 100 bucks ? If so how much did subscriptions bring in in the same period? 
[20:05] <@mrcoolbp> .voice mytherj 
[20:05] <@mrcoolbp> .voice mythterj 
[20:05] == mode/#staff [+v mythterj] by juggler 
[20:06] <@paulej72> if the price is too small it gets eaten up in fees 
[20:06] <@Bytram> paulej72: what kind of fees do we have? 
[20:06] <@mrcoolbp> mythterj: yes, more than 10x that amount, we reviewed that earlier 
[20:06] <@paulej72> paypal 
[20:07] <@paulej72> think it is .88 per, but might be moe for cc trans 
[20:07] <@Bytram> TheMightyBuzzard: you recently coded up bitcoin support... what kind of fees does that kind of transaction entail? 
[20:07] <@paulej72> not sure waht the bitpay fees are 
[20:08] <+NCommander> I thought paypal had some sorta microtransaction feature with reduced merchant fees for stuf flike this 
[20:08] <@mrcoolbp> We lose $.88 on each of our $20 transactions, it might be a percentage AND/OR fixed not sure exactly 
[20:08] <+TheMightyBuzzard> zero until we hit... um... lemme get back to you on that 
[20:08] <+TheMightyBuzzard> i wanna say our first million is fee-free but it might be a decimal point either way. 
[20:08] <+TheMightyBuzzard> afterwards it's a flat 1% fee 
[20:08] <+mythterj> Mrcoolbe: Thanks. I might have misses where the bulk came from, joined late. We need to push subscriptions. 
[20:08] <@Bytram> TheMightyBuzzard: thanks! 
[20:09] <+TheMightyBuzzard> fees come out of the buyer's end though. we get what we charge. 
[20:09] <@Bytram> TheMightyBuzzard: nice to know. thanks! 
[20:09] <@mrcoolbp> mythterj: we have a plan to put a "Funding Goal" progress bar up very soon linking to the breakdown of what our plans for the money consists of 
[20:09] <@Bytram> okay, I think we were discussing "Issue 6: Start repayment of initial cash investments by Matt_ and NCommander? Maybe $20-$25/person/month?" 
[20:09] <+NCommander> I'm fine deferring that 
[20:09] <+NCommander> I rather see us be independent first 
[20:10] * NCommander waits for matt_'s 2 cents 
[20:10] <+matt_> ^^^^ 
[20:10] <@mrcoolbp> Bytram: looks like they'd both like to defer until we have a little more cash flow 
[20:10] <@mrcoolbp> Bytram, and on Item #2 I'm thinking we should flesh that out before the board "ACK"s it 
[20:11] <@Bytram> how long before we should revisit this decsion? 2/3 months? start of the new year? 
[20:11] <+matt_> mrcoolbp, Bytram, on Item #2, it would be good to put it to an all-staff vote, then if it passes, have the board adopt it. 
[20:11] <@mrcoolbp> even better 
[20:11] <+matt_> Bytram, start of new year is fine by me (unless we get inexplicably rich before then). 
[20:12] * mrcoolbp shudders at the thought of a vote 
[20:12] <@Bytram> NCommander: how does the start of the new year sound to you for revisiting when we should take another look at paying you back? okay? 
[20:12] <+NCommander> works for me 
[20:12] <@mrcoolbp> TODO: The Board: revisit repaying benefactors on or around Jan 1st 2015 
[20:13] <@mrcoolbp> = ) 
[20:13] <@Bytram> NCommander: thanks!! 
[20:13] <@mrcoolbp> okay, are we looking at nominating an officer? 
[20:14] <+matt_> nominate away! 
[20:14] <@Bytram> I make a motion that board discussion on "Issue 2: Follow-up on SoylentNews Policy Document - Updates: " be tabled for now. Upon such time that it has been reviewed, and then sent out to staff for approval, then bring it back to the board? 
[20:14] <@mrcoolbp> yes, that seems logical 
[20:14] <+matt_> Bytram sounds good. 
[20:14] * Bytram notes that bad english is my specialty tonight. 
[20:15] <@Bytram> since I'm the usual suspect in reviewing docs, who wants to review my stuff? 
[20:15] <+matt_> i think mrcoolbp already volunteered for that. 
[20:16] <@Bytram> hmm, crutchy offered some comments on the doc already, too. I'll see if I can get him to take a look-see. 
[20:16] <@paulej72> get an ed to,look at it too 
[20:16] <@Bytram> matt_: yes, I forgot. thanks! 
[20:16] <@Bytram> paulej72: brilliant! thanks! 
[20:17] <@mrcoolbp> Bytram: yeah I need to once-over the whole thing and then I guess we can see if anyone has anything they'd like to add. I'm sure we'll need to add things as times goes by, but I'm not sure the board really has to ack each one, it's more of a site-governance than a business-type thing 
[20:17] <@Bytram> matt_: there's some legal ramifications in there pertaining to copyrights, I'd appreciate your trained eye on that. 
[20:17] <@Bytram> mrcoolbp: in general, I'd agree. when it comes to copyrights, and who *owns* what, that's a different matter, no? 
[20:17] <+matt_> Bytram, will do. i'll wait until mrcoolbp has a go, and then take a close look. 
[20:17] <@Bytram> matt_: much obliged! 
[20:18] <@mrcoolbp> Sure, sounds good guys. 
[20:18] <@Bytram> mrcoolbp: pls send matt_ and me a head's up when you're done. 
[20:18] <@mrcoolbp> sure 
[20:18] <@Bytram> great! 
[20:19] <+matt_> mrcoolbp, you mentioned nominations. nominate now or forever hold your peace! 
[20:19] <@mrcoolbp> "<+matt_> I nominate Bytram for the position of Assistant Treasurer." 
[20:19] <@mrcoolbp> hehehe 
[20:19] <+matt_> do i hear a second? 
[20:19] <+NCommander> ack 
[20:19] <@mrcoolbp> Second 
[20:20] <@Bytram> umm, what are the the duties? 
[20:20] <@mrcoolbp> nothing yet =) 
[20:20] <@mrcoolbp> but I imagine 
[20:20] <@mrcoolbp> Treasurer's reports on wiki will be one of them = ) 
[20:20] * Bytram is pretty sure he can handle doing nothing. at least for the time being. 
[20:21] <@Bytram> I'll get back to you on that once I see what the reports look like. 
[20:21] <@mrcoolbp> Guys: we are approaching the two-hour mark, I have lots to work on 
[20:21] <+matt_> Bytram, would you like to accept the board's nomination or defer until the next meeting? 
[20:21] <+matt_> (would still require a vote) 
[20:21] <@Bytram> btw, ISTR in an early board meeting that there was discussion of needing a chairman of the baord and that my name was mentioned...it was held off as I was not in attendance. 
[20:22] <@Bytram> if THAT is still a consideration, I doubt I coul dhandle both roles. 
[20:23] <@mrcoolbp> We've kind of all been co-chairing lately 
[20:23] <@paulej72> need a fifth board member 
[20:23] <+matt_> Bytram, i believe that our bylaws currently contemplate the Chairman being a Director, so we would need to first expand the board before electing one. 
[20:24] <@Bytram> matt_: I'm leaning to accept the nomination. 
[20:24] <@Bytram> but, it's late, and I prefer not to leap before I look. 
[20:24] <+matt_> which is a whole other discussion... 
[20:24] <@mrcoolbp> okay, issue number one then = ) 
[20:24] <+matt_> k. sounds good. 
[20:24] <@Bytram> so, may I get back to you on that at the next board meeting? 
[20:24] <@mrcoolbp> (for the next meeting) 
[20:25] <@mrcoolbp> Issue One: Expand Board? Bytram has been nominated at least for an officer position and paulej72 was mentioned as well as a candidate. 
[20:25] <@mrcoolbp> Issue 2: recap on the Policy Document effores 
[20:25] <@Bytram> works for me. 
[20:25] <@mrcoolbp> efforts 
[20:26] <@Bytram> mrcoolbp: shall we retain the current "Issue 2" on the wiki? 
[20:27] <@mrcoolbp> Bytram: maybe we should look at those items, yeah let's leave as-is 
[20:27] <@Bytram> okay. 
[20:27] <@Bytram> that's all I got. anyone else have anything? 
[20:28] <+matt_> nope 
[20:28] <+NCommander> no 
[20:28] <@mrcoolbp> no 
[20:29] <@Bytram> is there a motion to adjourn? 
[20:30] <@Bytram> matt_ NCommander mrcoolbp "Motion to adjourn" is there a second? 
[20:30] <+matt_> second 
[20:30] <+NCommander> third 
[20:30] <@Bytram> seconded. All in favor? 
[20:30] <+matt_> Aye! 
[20:30] <@mrcoolbp> Aye! 
[20:31] <@Bytram> meeting adjourned! 
[20:31] <@Bytram> thanks everyone!

[[Category:Board of Directors meetings]]

Board of Directors Meeting - September 12 2014

2014-09-13T00:34:55Z

BlackHole: Created page with "[18:42] <@Bytram> okay, so are we all here? [18:44] == Bytram changed the topic of #staff to: Board Meeting now in Progress; Everyone that doesn't have a voice or operat..."

SoylentNews PBC Board of Directors

2014-09-13T00:33:20Z

BlackHole:

MediaWiki:Sitenotice

2014-09-04T00:17:16Z

BlackHole:

The next SoylentNews PBC Board of Directors meeting will be on Friday, September 12 at 22:30 UTC (6:30pm EDT) in [irc://irc.sylnt.us/staff #staff] ([ircs://irc.sylnt.us:6697/staff SSL]) ([http://irc.sylnt.us/?channels=#staff Webchat]).

Board of Directors Meeting - September 3 2014

2014-09-04T00:14:13Z

BlackHole:

[19:07] <+mrcoolbp> .topic SoylentNews PBC Board Meeting 
[19:07] == juggler changed the topic of #staff to: SoylentNews PBC Board Meeting 
[19:07] <+mrcoolbp> .topic SoylentNews PBC Board Meeting 
[19:07] <+mrcoolbp> oopas 
[19:08] <+mrcoolbp> okay, Bytram: you are chairing this one? 
[19:08] <+Bytram> if you want, sure. 
[19:08] <+mrcoolbp> matt_: is that kosher? 
[19:08] <+matt_> mrcoolbp, well, afaik, we haven't yet signed the docs for the bylaws amendment yet :(, so this is still an action w/o a meeting... 
[19:09] <+matt_> mrcoolbp, so yes, kosher, since it's a bit less formal than a formal meeting :) 
[19:09] <+mrcoolbp> matt_ so we have to print/sign/send to you? 
[19:09] <+matt_> mrcoolbp, or you could print, sign, scan in and send. or even just print as a pdf, attach your signature as an image, and send. 
[19:10] <+matt_> send == email 
[19:10] <+NCommander> Shit 
[19:10] <+NCommander> I completely forgot 
[19:10] <+mrcoolbp> okay, I'll try to get that done, sorry 
[19:10] <+mrcoolbp> s/done/done soon/ 
[19:10] * NCommander has been having things constrain the amount of time and effort I can put into SN 
[19:10] <+mrcoolbp> same 
[19:10] <+Bytram> same 
[19:11] <+Bytram> so we have quorum, as all board members are in attendance. 
[19:11] * Bytram loads wiki page 
[19:11] <+Bytram> http://wiki.soylentnews.org/wiki/Issues_to_Be_Raised_at_the_Next_Board_Meeting#Issues 
[19:11] <+Bytram> topic to be discussed: "Issue 1:We made some money (yay!) what do we do with it? (e.g. Pay bills, make payment to benefactors, advertise, mixture of all three?) " 
[19:11] <+Bytram> the floor is open for discussion 
[19:12] <+mrcoolbp> matt_: anything show up in the account? 
[19:12] <+matt_> fyi, our BoA checking account balance is $1,227.73 :) 
[19:12] <+mrcoolbp> as expected, nice 
[19:12] <+matt_> it looks like it takes a couple of days for things to make it from paypal to BoA. 
[19:12] <+matt_> according to paypal, we had 60 people sign up for subscriptions. 
[19:12] <+Bytram> matt_: any reports on how much we have raised from subscriptions and swag? 
[19:12] <+Bytram> lol 
[19:12] <+mrcoolbp> matt_ yes, I called them and squared away that we have our "ducks in a row" with them, they lifted the monthly withdral limit 
[19:12] <+matt_> a couple of people have signed up for more than one (they show up as $40 in paypal) 
[19:13] <+Bytram> mrcoolbp++ thank you! 
[19:13] <+mrcoolbp> Bytram: that's all from Subs 
[19:13] <+Bytram> nod nod 
[19:13] <+NCommander> Very very nice 
[19:13] <+Bytram> that's a nice start. 
[19:13] <+mrcoolbp> matt_ I didn't notice, maybe they bought more than one year 
[19:13] <+Bytram> very nice indeed. 
[19:13] <+NCommander> Do wish the rate kept going, but yeah 
[19:13] <+mrcoolbp> oh wait, I know at least someone bought a gift for someone else... 
[19:13] * Bytram needs to get a pre-paid cash card so he can participate 
[19:14] <+mrcoolbp> okay, well the item was "So what do we do with what we "earned" ? 
[19:14] <+Bytram> how's the swag store been doing? 
[19:14] <+matt_> one thing we could do now is start paying ongoing expenses from the checking account. 
[19:14] <+mrcoolbp> Bytram: kind of a fizzle, less than $100 to date, and we won't see that for 30 days 
[19:14] <+Bytram> :( 
[19:14] <+mrcoolbp> matt_ yes we could, but that's about 3 months worth of server costs 
[19:14] * Bytram is trying to find out how much we earned and how much more to anticipate. 
[19:14] <+matt_> well, somebody has to pay them :) 
[19:15] <+NCommander> I think we need to figure out how to get the server bill much much lower 
[19:15] <+mrcoolbp> NCommander: how do we stand with linode? 
[19:15] <+NCommander> mrcoolbp, bill paid for September 
[19:15] <+mrcoolbp> that would be good 
[19:15] <+mrcoolbp> NCommander: copy that 
[19:15] <+NCommander> I think we need to re-evaluate our hosting needs, figure out where to cut costs, and see if we can get the bill down to $200-ish 
[19:15] <+Bytram> what bills do we have coming up in, say, the next few months through year end? 
[19:15] <+mrcoolbp> NCommander: send me an "invoice" or receipt for september please 
[19:16] <+NCommander> Will do, please remind me if I don't do it by Friday 
[19:16] * mrcoolbp has to figure out how to start adding all these tiny sub payments into GNU cash 
[19:16] <+mrcoolbp> kay 
[19:16] <+matt_> Bytram, we should hire an accountant no later than the end of January to get our taxes sorted 
[19:16] <+NCommander> matt_++ 
[19:16] <+Bytram> good point... $ ??? 
[19:16] <+mrcoolbp> matt_ estimate on what that will cost? 
[19:16] <+NCommander> I might have a contact that can do it, I will check to see if he would be interested 
[19:16] <+mrcoolbp> great, let us know next meeting? 
[19:17] <+NCommander> Don't know if I will know by then 
[19:17] <+NCommander> MIGHT have to wait until I'm in NYC again, which will be in November 
[19:17] <+mrcoolbp> my action-item fizzled from the last meeting, I'm not sure the spider-oak thing is worth the trouble of even writing a proposal 
[19:17] <+matt_> mrcoolbp, well, if you explain in advance that we are a pretty simple case, it should be less than $1000, i would think. 
[19:17] <+NCommander> I don't think we need to worry TOO much about this until 2015, and then we can file for extension 
[19:17] <+mrcoolbp> matt_ nod 
[19:17] <+mrcoolbp> NCommander: okay 
[19:18] <+Bytram> hold on a moment... 
[19:18] * NCommander holds 
[19:18] <+matt_> also, there will be an excise tax bill from DE and probably one for MA, for a total of around $600-$700. 
[19:18] <+Bytram> todos: mrcoolbp 'sign' and 'return' doc to matt_ via e-mail 
[19:18] <+matt_> due sometime in 2015 
[19:18] <+Bytram> todos: NCommander 'sign' and 'return' doc to matt_ via e-mail 
[19:18] <+mrcoolbp> Bytram: thanks 
[19:18] <+Bytram> todos: NCommander check with friend on accounting 
[19:19] * Bytram can grep for those after the meeting... did I miss anything, so far? 
[19:19] <+mrcoolbp> I think that covers it so far 
[19:19] <+Bytram> thanks 
[19:19] <+mrcoolbp> NCommander: should we start paying linode with the cash on hand? 
[19:19] <+Bytram> hosting expenses through year end? 
[19:19] <+mrcoolbp> basically 
[19:20] <+NCommander> mrcoolbp, I think we should look at making that change, we can cover things as if for the rest of the year 
[19:20] <+NCommander> And if we can dump some weight, go further 
[19:20] <+NCommander> I need to get crap written up on our longer term plans, but I could use some help in this area 
[19:21] <+mrcoolbp> NCommander: delegate sections to some of the teams mayber? 
[19:21] <+Bytram> NCommander: this week ahead is crazy busy, but if you can hit the 'high points', I can ask leading questions and help get things covered. 
[19:22] <+mrcoolbp> NCommander: have we done any research into reducing server costs? 
[19:22] <+mrcoolbp> (specifics) 
[19:22] <+NCommander> mrcoolbp, some, no action taken as of yet 
[19:22] <+NCommander> I'll try and work with paul to start downsizing crap 
[19:22] <+Bytram> NCommander: much appreciated! 
[19:22] <+mrcoolbp> okay, I think he is settling in now, hopefully he has some time to work on that soon 
[19:23] <+Bytram> NCommander: there was also a point raised a while ago about self-hosting *possibly* being less expensive. 
[19:23] * Bytram doesn't recall the specifics 
[19:23] <+NCommander> Indeed, we could probably go with one beefy server, and use VPSes, if we accept the single point of failure risk 
[19:23] <+NCommander> If someone wants to research that, I'd be game 
[19:24] <+Bytram> hrmm, single point opf failure does not sound so enticing. 
[19:24] <+mrcoolbp> Okay, while we are on the funding topic, if I may interject: we created a rough "Funding Meter" 
[19:24] <+mrcoolbp> it's on the staff slash in the site news box 
[19:24] * Bytram scurries over to look 
[19:25] <+mrcoolbp> could easily be copied over to prod in seconds, easy to manually update (once a week or so?) 
[19:25] <+matt_> nice! hard to miss :) 
[19:25] <+mrcoolbp> NCommander: check it out 
[19:25] <+NCommander> Indeed 
[19:25] <+Bytram> huh! /me missed it. :( 
[19:25] * NCommander is dealing with the fact his phone keeping going off every 30 seonds 
[19:26] <+NCommander> I'm about to eject it out the window 
[19:26] <+Bytram> NCommander: going off, as in ringing? or as in losing your connection? 
[19:26] <+NCommander> Bytram, both 
[19:26] <+NCommander> I'm tethering because home internet is out 
[19:26] <+NCommander> When the phone goes off, I DC 
[19:26] <+NCommander> -_-; 
[19:26] <+mrcoolbp> fantastic 
[19:26] * Bytram has the same issue. 
[19:27] <+Bytram> let's try and move things along, then, shall we? 
[19:27] <+NCommander> mrcoolbp, yeah. I'm dealing with fallout from a RL issue from last night 
[19:27] <+mrcoolbp> NCommander: understood, any ideas on the funding meter? 
[19:27] <+mrcoolbp> like/hate etc. 
[19:27] <+NCommander> Love 
[19:27] <+NCommander> Really love 
[19:27] <+NCommander> Like, go put it on production right now 
[19:27] <+mrcoolbp> okay, is $10K our goal? 
[19:28] <+NCommander> matt_, did my math from the longer term plan email sound reasonable? 
[19:28] <+Bytram> mrcoolbp: I like it a LOT, but ... need time stamps of some sort to gauge when/what the totals/amounts were obtained/posted. 
[19:28] * matt_ double-checks 
[19:28] <+mrcoolbp> Bytram: hmm 
[19:28] <+Bytram> sounds in the ballpark of what I recall... but don't recall specifics 
[19:29] <+Bytram> btw, the bar graph looks GREAT! 
[19:29] <+mrcoolbp> audioguy and me collabed on that one 
[19:30] <+mrcoolbp> but I made him do the "work" of it 
[19:30] <+mrcoolbp> = ) 
[19:30] <+NCommander> Let's put 10k as a tentative goal, it lets us pay all our bills, handle lawyer and CPA, and have a bit left over 
[19:30] <+mrcoolbp> sounds good 
[19:30] <+mrcoolbp> I'll do that after the meeting 
[19:30] <+mrcoolbp> (put up on prod) 
[19:30] <+matt_> NCommander, it's a reasonable rough estimate of what will be needed in the next year or so at the current hosting rate. however, i think if you're going to ask for $10k from the community, you should be quite sure that it is needed and will be well spent. 
[19:30] <+Bytram> todos: add progress meter to main site on prod 
[19:31] <+Bytram> matt_: and that it will be enough, as well... budget in for the known unknowns. 
[19:31] <+NCommander> matt_, we know for the fact we need a CPA, and that's what our hosting costs are will be if nothing changes, and we want to hire a lwyer on retainer at some point 
[19:31] <+Bytram> at hits juncture, I'd estimate at least 20-25% 
[19:31] <+Bytram> s/hits/this/ 
[19:32] <+mrcoolbp> matt_ we've been pretty transparent about what we're spending the money on, should we re-iterate in a post? 
[19:32] <+matt_> NCommander, but i think we are considering methods to reduce hosting costs, and we should shop around a bit more for a lawyer if that will be half of our total annual budget... 
[19:32] <+Bytram> mrcoolbp: good idea, but not so much re-iterate, as opposed to maybe a progress report -- state of site report, so to speak/write? 
[19:33] <+NCommander> matt_, agreed, but that was the rough industry standard on lawyering as far as I can tell 
[19:33] <+mrcoolbp> after we figure out ^^^^ 
[19:33] <+Bytram> nod nod 
[19:33] <+matt_> mrcoolbp, i would think that at least a link near the progress bar to as detailed a description as possible of what the requested money will be spent on. 
[19:33] * Bytram wonders if there is a cpa in the community? 
[19:33] <+mrcoolbp> matt_ could that go on the wiki? 
[19:33] <+matt_> mrcoolbp, yep! 
[19:34] <+Bytram> and then maybe a status report on the main site that points to it? 
[19:34] <+mrcoolbp> matt_ I can also try to scrape through the SN posts and find relevant ones to link to from there 
[19:34] <+Bytram> mrcoolbp: you have time for that? 
[19:34] <+matt_> i think it would be great to start spending some funds on improving the user experience (original content, etc.). 
[19:34] <+mrcoolbp> Bytram: meh, I'll make it happen 
[19:34] <+NCommander> Let's get a final budget setup for crap; matt, if you could review my numbers, and probably start a discussion on the list? 
[19:35] <+mrcoolbp> good idea ^ 
[19:36] <+NCommander> Longer term, we need to figure out wherelse we want to spend money 
[19:36] <+NCommander> adversing might be a good idea, if we are careful, but hard to know where 
[19:36] <+Bytram> todos: mrcoolbp " try to scrape through the SN posts and find relevant ones to link to from there" re: link on progress bar 
[19:36] <+mrcoolbp> got it down, thanks sir 
[19:36] <+matt_> NCommander, iirc, there has been discussion of a crowdfunding campaign. 
[19:36] <+mrcoolbp> ah yes 
[19:37] <+matt_> that can generate a lot of revenue very quickly. 
[19:37] <+NCommander> matt_, yes, that's kinda a longer term plan I've had, but we're some distance from it 
[19:37] <+mrcoolbp> Ncommander: agreed, I think the Subs were a sort of initial campaign 
[19:38] <+NCommander> They give us a good idea of what our community will raise as is 
[19:38] <+matt_> well, considering the amount recently raised by a high-tech beer cooler ($2.5M, i think), if the presentation is right, things don't have to be at too advanced a stage... 
[19:38] <+Bytram> is there any kind of acknowledgement / reminder on the user's page or the main site about subscriptions? A thanker/nagger kind of thing? 
[19:39] <+NCommander> matt_, do we want to try and go all in with crowdfunding now? 
[19:39] <+mrcoolbp> Bytram: we have a link in the sitenews 
[19:39] <+matt_> NCommander, it could also be a good way of generating some much-needed publicity. 
[19:39] <+NCommander> or make it a much sooner term objective 
[19:39] <+mrcoolbp> it nags you when you need to re-up if you set the setting in settings = ) 
[19:39] <+NCommander> matt_, *chews* 
[19:40] <+NCommander> matt_, I want to make sure we look credible, and have folks with experience in the field with us up front to make it clear we're serious about this. 
[19:40] <+Bytram> mrcoolbp: thanks; I was thinking more along the lines of... it's 10 months from now... who'll know/remember when it's time to renew 
[19:40] <+mrcoolbp> Bytram: it nags you when you need to re-up if you set the setting in settings = ) 
[19:40] <+Bytram> k; will discuss offline; not germane to board mtg 
[19:40] <+matt_> NCommander, it should definitely be a polished presentation, i think, but can still be fairly conceptual. 
[19:41] <+NCommander> BTW< the subscription info emails are bugged 
[19:41] <+NCommander> Hard 
[19:41] <+mrcoolbp> matt_ a video would be ideal, those should be polished 
[19:41] <+NCommander> as is slash's internal subscription tracker numbers for revenue and crap 
[19:41] <+mrcoolbp> NCommander: we have a year to fix right? = ) 
[19:41] * NCommander groans 
[19:41] <+Bytram> NCommander: bugged? as in a tracker? or as in buggy/dodgy/poor code? 
[19:41] <+NCommander> Bytram ask me later 
[19:42] <+Bytram> k 
[19:42] <+NCommander> Do we want to set a date of when we're going to launch crowdfunding by? 
[19:42] * NCommander wonders if we should try and do it right after the holidays 
[19:42] <+mrcoolbp> I think we should get a proposal together first 
[19:42] <+Bytram> ^^^^^ 
[19:42] <+Bytram> what's in it for the contributors? 
[19:42] <+matt_> Bytram, SWAG! 
[19:42] <+NCommander> mrcoolbp, agreed, but I want to set a timeline of doing crap 
[19:43] <+Bytram> matt_: =) 
[19:43] <+mrcoolbp> NCommander: okay, so maybe January, when we're spending money on Accountants = ) 
[19:43] <+NCommander> Indeed 
[19:43] <+matt_> NCommander, do you think that you could put together a rough proposal in a week or so? really just an outline of what is needed (video, list of rewards for contributors, etc.) 
[19:44] <+mrcoolbp> "what the rewards are" is the hard part I think 
[19:44] <+mrcoolbp> and the video maybe 
[19:44] <+NCommander> matt_, yeah, I think so 
[19:44] <+NCommander> !todo crowdfunding TODO list 
[19:44] <+Bytram> how about a non-calendar 'time', but upon completion of necessary tasks to be at a point we can say "we've already done foo, bar, and bazz. we need your help, now, to do fuzzbar" 
[19:44] <+NCommander> Bytram, having a set date of when we deliver by prevents it from going off to lala land 
[19:44] <+matt_> mrcoolbp, i think that most of the small rewards will be stickers, free subs, etc. (i.e., low-to-no cost) 
[19:44] <+Bytram> matt_++ 
[19:44] <+mrcoolbp> matt_ that sounds good 
[19:45] <+matt_> mrcoolbp, and of course, for the mega-contributors, dinner with NC :) 
[19:45] <+mrcoolbp> right 
[19:45] <+Bytram> matt_: dinner *for* nc! 
[19:45] <+mrcoolbp> you have to buy him a beer still though 
[19:45] <+NCommander> ugh 
[19:45] * NCommander feels his stomach turn 
[19:45] <+NCommander> Blah 
[19:46] <+Bytram> hrmmmm? 
[19:46] <+mrcoolbp> matt_, NCommander: so are we in aggreement about paying for server costs with cash on hand? 
[19:47] <+Bytram> nd for what duration? 
[19:47] <+matt_> mrcoolbp, sounds good to me. if they can be reduced asap without reduction in quality of service (i know it may be impossible) that would be good too, i think. 
[19:47] <+NCommander> Indeed 
[19:47] <+mrcoolbp> Move to Vote: "Pay for future server bills with cash on hand" 
[19:47] <+NCommander> We've got a month to get the bill lower 
[19:47] <+NCommander> AYE 
[19:47] <+Bytram> are we talkiong about just Sept? 
[19:47] <+matt_> Aye! 
[19:47] <+mrcoolbp> Aye 
[19:47] <+mrcoolbp> Bytram: until further notice 
[19:48] <+Bytram> so, that would be for current hosting bills outstanding and ongoing? 
[19:48] <+mrcoolbp> NCommander: you'll have to make me an account by the end of the year so I can put in the payment info 
[19:48] <+matt_> mrcoolbp, why don't you see if you can use your mastercard. if so, we can get 1% cash back :) 
[19:48] <+mrcoolbp> lol 
[19:48] <+NCommander> Bytram, indeed 
[19:48] <+mrcoolbp> matt_ then *I* get 1% back 
[19:48] <+mrcoolbp> = ) 
[19:48] <+matt_> mrcoolbp, oh, i forgot that it's a debit card, so we won't get cash back. 
[19:49] <+mrcoolbp> correct, we don't have a credit card yet 
[19:49] <+Bytram> unanimous vote: AGREED: "Pay for future server bills with cash on hand" 
[19:50] <+NCommander> What other business do we have to attend to? 
[19:50] <+matt_> mrcoolbp, we could actually apply for a credit card at any time. we may be able to get a reasonable credit line. 
[19:50] <+mrcoolbp> Yeah, but *I* wouldn't give us credit = ) 
[19:50] <+matt_> NCommander, there are 2 other items on the wiki: http://wiki.soylentnews.org/wiki/Issues_to_Be_Raised_at_the_Next_Board_Meeting 
[19:51] <+mrcoolbp> Just Added ^ 
[19:51] <+Bytram> matt_: yup. 
[19:51] <+Bytram> let me ghet the next one... 
[19:51] <+Bytram> "Issue 2:Privacy Policy for the site/corp. I see nothing on the site's home page about this. Although I know we've endeavored to respect community member's privacy, it's been mostly a "trust us" kind of thing. Do we have any formal statement or policy? At a minimum, I would expect to see a link to it on the bottom of the home page (and, ideally, every page on the site.) " 
[19:51] <+Bytram> note... 
[19:51] <+NCommander> Yeah 
[19:51] * mrcoolbp withdraws the most recent sub payments to our bank account 
[19:51] <+NCommander> I actually meant to bring something like this 
[19:51] <+Bytram> I added this issue (and the one that follows) based on seeing a report that 4chan had added a DMCA notice on their site. 
[19:51] <+NCommander> I think we need a firm policy, and I also want a policy on dealing on doxing 
[19:52] <+mrcoolbp> NCommander: "doxing" ? 
[19:52] <+Bytram> i realize that this may more proprly lie in the realm 
[19:52] <+NCommander> Its a reddit term 
[19:52] <+matt_> So, we have actually been working on a general "SN Policy Manual" for a few weeks now (on the wiki). janrinok has been instrumental in putting together the "Editorial Policy" section. 
[19:52] <+Bytram> of site operations, but I think it important that the board have 
[19:52] <+Bytram> a chance to weigh in on it 
[19:52] <+matt_> http://wiki.soylentnews.org/wiki/SoylentNews_Policy_Document 
[19:52] <+mrcoolbp> matt_ i've added nothing to the "rest of it" 
[19:52] <+NCommander> https://en.wikipedia.org/wiki/Doxing 
[19:52] <+mrcoolbp> thx 
[19:53] <+mrcoolbp> okay, well we have some manifesto stuff to draw from for this 
[19:53] <+NCommander> Yeah 
[19:53] <+mrcoolbp> http://soylentnews.org/article.pl?sid=14/05/12/0335243 
[19:53] <+mrcoolbp> manifesto post ^ 
[19:53] <+matt_> mechanistically, perhaps a good way of going about this would be to get all of the staff involved in creating the draft policy, then have the board officially adopt it. 
[19:53] <+NCommander> On a side note, I also think we should consider changing the default view level of the site 
[19:53] <+NCommander> From 0 -> 1 
[19:54] <+NCommander> There's been a lot of AC crap as of late 
[19:54] <+mrcoolbp> I can ACK that 
[19:54] * matt_ always changes to Nested so he can read everything easily... 
[19:54] <+matt_> and -1 
[19:54] <+Bytram> I've seen that, but I browse at -1 all the time. 
[19:54] <+NCommander> matt_, right, just general impression crap 
[19:54] <+mrcoolbp> NCommander: but we should mention it someoewhere, or only allow for *new* accounts 
[19:54] <+Bytram> with everything pre-expanded... I see it all, all the time. 
[19:54] <+NCommander> mrcoolbp, default for non-logged in and AC, nothing changed retroactively 
[19:54] <+mrcoolbp> s/allow/change for/ 
[19:54] <+mrcoolbp> oh 
[19:54] <+mrcoolbp> okay then 
[19:55] <+Bytram> NCommander++ 
[19:55] <+Bytram> is there a motion on the floor? 
[19:55] <+matt_> NCommander, as long as it's not retroactive for logged-in users, it sounds good to me. 
[19:55] <+NCommander> Uh ... 
[19:55] <+matt_> is this a board-level item? 
[19:55] * NCommander isn't sure this is a typical board thing 
[19:55] <+mrcoolbp> I guess we can vote on that, not really necessary though 
[19:55] <+mrcoolbp> lol 
[19:55] <+mrcoolbp> GMTA 
[19:55] <+matt_> ninja'd! 
[19:55] * NCommander coughs 
[19:56] <+NCommander> Moving on 
[19:56] <+mrcoolbp> yes 
[19:56] <+Bytram> not really a board level item, but if were gonna agree on somethjing, it's nice to know exactly what *it* IS. 
[19:56] * NCommander is really hopng we can finish today within an hour 
[19:56] <+mrcoolbp> NCommander: you have 5 minutes then 
[19:56] <+mrcoolbp> s/you/we/ 
[19:56] <+NCommander> Yeah 
[19:56] <+mrcoolbp> okay, can we leave these two items for the next meeting then? 
[19:56] <+Bytram> okay, so what was the conclusion on the privacy policy issue? 
[19:57] <+NCommander> We need to draft one 
[19:57] <+NCommander> Any takers? 
[19:57] <+mrcoolbp> there wasn't one, other then we agree we need one 
[19:57] <+matt_> NCommander, mrcoolbp, how about sending an email to the staff list asking them to provide input on the Policy wiki 
[19:57] * NCommander is seriously tapped out 
[19:57] <+Bytram> I am fine with tabling till next mtg 
[19:57] <+mrcoolbp> matt_ okay, I can do that 
[19:57] <+matt_> mrcoolbp, cool! 
[19:57] <+mrcoolbp> I might want to tidy up some things before I let them tear it apart 
[19:57] <+matt_> Bytram, if you want, you could add a "Privacy" section to the policy wiki. 
[19:57] <+mrcoolbp> ^^ 
[19:57] <+Bytram> TODOS: mrcoolbp e-mail to staff on providing inout on the policy wiki 
[19:58] <+mrcoolbp> there we go 
[19:58] <+Bytram> TODOS: Bytram add Privacy section to policy wiki 
[19:58] <+mrcoolbp> got 'em, thanks 
[19:58] <+Bytram> the cair would accept a motion to adjourn 
[19:58] <+Bytram> s/cair/chair/ 
[19:58] <+mrcoolbp> anything else we need to discuss? 
[19:58] <+matt_> we have one remaining issue on the wiki about copyrights, i think... 
[19:58] <+Bytram> the next thing on the todo was the same tconcept, but about copyrights. 
[19:59] == prospectacle [~31b58f91@ai22-919-926-428.pa.nsw.optusnet.com.au] has joined #staff 
[19:59] <+Bytram> Issue 3:Copyright notice. The only notice I've found on SoylentNews.org is the notice appearing before the comments to a story or journal entry: "The Fine Print: The following comments are owned by whoever posted them. We are not responsible for them in any way." What about the rest of the site? The stories? Journal postings themselves? Other? At a minimum, I would expect to see a link to it on the bottom 
[19:59] <+Bytram> of the home page (and, ideally, every page on the site.) 
[19:59] <+matt_> ok. so, a "Copyright" section in the policy wiki too? 
[19:59] <+mrcoolbp> uuuh 
[19:59] <+mrcoolbp> sure. 
[19:59] <+Bytram> TODOS: Bytram add Copyright section to policy wiki 
[19:59] <+NCommander> I'd like to license future content going on as probably CC-SA, or something like that 
[19:59] <+Bytram> we do have a *diferent* privacy notice on the wiki, btw 
[20:00] <+mrcoolbp> bytram: link 
[20:00] <+mrcoolbp> ? 
[20:00] <+Bytram> http://wiki.soylentnews.org/wiki/Issues_to_Be_Raised_at_the_Next_Board_Meeting#Issues 
[20:00] <+Bytram> look at the VERY bottom of the page, on the right hand side 
[20:00] <+Bytram> CC BY SA 
[20:01] <+Bytram> Also: there is the text: "Content is available under Creative Commons Attribution Share Alike unless otherwise noted." 
[20:01] <+Bytram> Huh! and there's a privacy policy on the wiki: http://wiki.soylentnews.org/wiki/SoylentNews:Privacy_policy 
[20:01] <+NCommander> lets get this consistent and conformed 
[20:01] <+mrcoolbp> Privacy Policy: "There is currently no text in this page" 
[20:01] <+NCommander> I don't think there will be much issue with fixing this going forward, as long as its not retroactive 
[20:02] <+Bytram> code on github... what license do we have there? 
[20:02] <+Bytram> GPL? v2? v3? 
[20:02] <+NCommander> GPLv2 
[20:03] <+Bytram> nod nod 
[20:03] <+NCommander> Which was the slash license, no provision to upgrade 
[20:03] <+NCommander> So that's decided 
[20:03] <+Bytram> TODOS: note: 'slashcode' for SN is GPL v2 
[20:03] <+Bytram> nod nod 
[20:04] <+NCommander> My stomach is gettng violently upset 
[20:04] <+matt_> shall we schedule the next meeting? say in 1-2 weeks? 
[20:04] <+NCommander> How about a week, but can we do it sometime other than Wednesday? 
[20:04] <+mrcoolbp> hmm 
[20:04] * Bytram loads his schedule 
[20:05] <+mrcoolbp> NCommander: Friday maybe? Though I only have 7-8pm if matt_ can't start earlier 
[20:05] * NCommander can make wednesday work, but they're a bit awkward for me 
[20:06] <+Bytram> brb 
[20:06] <+matt_> mrcoolbp, i can do Friday the 12th, and a little earlier, say 6pm? 
[20:06] <+mrcoolbp> that should work 
[20:06] == mythterj [mythterj@tonvizu.sdf.org] has joined #staff 
[20:06] * Bytram is working until 6:15 EDT on friday. 
[20:06] <+mrcoolbp> Bytram: how long is the commute? 
[20:07] <+Bytram> 15 minutes 
[20:07] <+matt_> want to make it 6:30? 
[20:07] <+Bytram> but, *you* are the board, so make the time that works for you. 
[20:07] * mrcoolbp pictures Bytram rushing home for the meeting 
[20:07] <+mrcoolbp> I'm fine with 6:30 
[20:07] * NCommander pictures Bytram on IRC while driving 
[20:07] <+NCommander> That would be 2:30 PM my time 
[20:07] <+NCommander> That should be OK 
[20:08] <+mrcoolbp> great: matt: send another notification for us if you would? 
[20:08] <+matt_> mrcoolbp, will do! 
[20:08] <+Bytram> I might be able to get out early, or may get tied up... but I'll sure try hard to get here by 6:30PM EDT (what time is that UTC?) 
[20:09] <+mrcoolbp> + 4 
[20:09] <+mrcoolbp> 22:30 I think 
[20:09] <+Bytram> Friday, Sept 12 at 20:30 UTC 
[20:10] <+mrcoolbp> I thinks it's 22:30 
[20:10] <+Bytram> ugh, yes. 22:30 
[20:10] <+Bytram> but is that AM or PM? ;) 
[20:10] <+Bytram> Friday, Sept 12 at 22:30 UTC 
[20:11] <+mrcoolbp> yup yup 
[20:11] <+Bytram> anything else to discuss? 
[20:11] * NCommander is done 
[20:11] <+mrcoolbp> not pressing 
[20:11] <+mrcoolbp> I move to Adjourn 
[20:11] <+matt_> nope 
[20:11] <+Bytram> matt_: would you be so kind to post the minutes on the wiki? 
[20:11] <+NCommander> Aye 
[20:11] <+NCommander> (and second) 
[20:11] <+mrcoolbp> lol 
[20:11] <+matt_> Aye! 
[20:11] <+mrcoolbp> Aye! 
[20:12] <+Bytram> meeting adjourned!

[[Category:Board of Directors meetings]]

Board of Directors Meeting - September 3 2014

2014-09-04T00:13:23Z

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Board of Directors Meeting - September 3 2014

2014-09-04T00:13:16Z

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Issues to Be Raised at the Next Board Meeting

2014-09-04T00:12:47Z

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SoylentNews PBC Board of Directors

2014-09-04T00:09:47Z

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Issues to Be Raised at the Next Board Meeting

2014-08-26T23:40:59Z

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Board of Directors Meeting - August 20 2014

2014-08-26T23:39:12Z

BlackHole: Protected "Board of Directors Meeting - August 20 2014" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

[18:59] <@mrcoolbp> ------------------====Staff & Board Meeting Starts NOW====----------------------- 
[19:00] <@mrcoolbp> matt_ would you like to take the floor? 
[19:00] * juggs asks who is chairing and who is minuting 
[19:00] * NCommander can chair 
[19:00] <@mrcoolbp> second 
[19:00] <+matt_> mrcoolbp, umm. would you like to go over the issues from the wiki? 
[19:00] <+matt_> third 
[19:01] <@mrcoolbp> matt_ I'd like to focus on the stock proposal 
[19:01] <+matt_> mrcoolbp, ok. 
[19:01] <@mrcoolbp> if we have time we can visit other topics for which I'm prepared to speak on 
[19:01] <+matt_> so, let me say one thing about that: 
[19:01] <@NCommander> Can someone bring up the link to the wiki? 
[19:01] <@mrcoolbp> sure 
[19:01] <@mrcoolbp> sec 
[19:01] * NCommander is having searching issues 
[19:02] <@mrcoolbp> http://wiki.soylentnews.org/wiki/Issues_to_Be_Raised_at_the_Next_Board_Meeting 
[19:02] <@mrcoolbp> http://wiki.soylentnews.org/wiki/Mechanisms_for_the_Transfer_of_Assets_to_SoylentNews_PBC 
[19:02] <@mrcoolbp> lets focus on this one first though ^ 
[19:02] <+matt_> For the record, if we can't come up with a better option by next Monday, I will offer to donate the assets that I got from B. to the corp., free of charge. 
[19:03] <@NCommander> matt_, regardless of what happens, I do want to make sure you're at least compinisating for time and effort 
[19:03] <@NCommander> We have a bad tendency to rathole on the stock issue, so I'm going to put it last, if that's ok 
[19:03] <+matt_> nevertheless, we are being held up on two important fronts: wildcard certs and fundraising. 
[19:03] <@mrcoolbp> NCommander sure, your the chair = ) 
[19:03] <@NCommander> Let's go right down the list 
[19:04] <@mrcoolbp> Issue 1: Add support for crypto-currency via bitpay.com or gocoin.com for Subscription payment method 
[19:04] <@NCommander> !topic Add support for crypto-currency via bitpay.com or gocoin.com for Subscription payment method 
[19:04] <@NCommander> .... forgot we don't have a meeting bot 
[19:04] <@mrcoolbp> = ( 
[19:04] <@NCommander> So, if we're not directly handling bitcoin, we should theorically be exempt from capital gains stuff 
[19:04] <@NCommander> BUT 
[19:04] <@NCommander> Its not 100% clear 
[19:05] == rand [~rand@cea-547.64-463-42.nts-online.net] has joined #staff 
[19:05] <@NCommander> I did throw this question back to my accountant, and I got a resulting "I dunno" 
[19:05] <+Bytram> .op 
[19:05] == mode/#staff [+o Bytram] by juggler 
[19:05] <@mrcoolbp> .op matt_ 
[19:05] == mode/#staff [+o matt_] by juggler 
[19:05] == Bytram changed the topic of #staff to: Add support for crypto-currency via bitpay.com or gocoin.com for Subscription payment method 
[19:05] <+audioguy> Suggest we table this til a later date as it may be complex and does nto seem likely to greatly help us immediately 
[19:05] <@mrcoolbp> second 
[19:06] <@NCommander> Item tabled 
[19:06] <@NCommander> Moving on 
[19:06] <@mrcoolbp> we need to get an expert on that one 
[19:06] == NCommander changed the topic of #staff to: Currently our hosting costs are high for the amount of traffic we have, is there any way we can reduce that with minimal drawbacks? I realize this has been discussed before, and that our current setup allows us some room for growth, but as I understand additional nodes could be spun up as needed 
[19:06] <@NCommander> So, I talked with paulej72 on this one 
[19:06] <@Bytram> point of order... the motion was seconded, but properly needs a vote to table it. 
[19:06] <@NCommander> Oops 
[19:06] <@NCommander> Vote to table the cryptocoin discussion? 
[19:06] <@NCommander> Aye 
[19:06] <@mrcoolbp> Aye! 
[19:06] <+audioguy> aye 
[19:07] <@matt_> Aye! 
[19:07] * NCommander notes technically we're in the board meeting half of this 
[19:07] <@NCommander> Motion tabled 
[19:07] <+juggs> wait - who gets to vote lol 
[19:07] * Bytram asks: is this a board meeting or staff meeting 
[19:07] <@mrcoolbp> both = ) 
[19:07] <@Bytram> i.e. who can vote? 
[19:07] <@matt_> also, keep in mind that that means we will clear the item from the wiki. 
[19:07] <@NCommander> This is board meeting ATM, then we cascidate into staff meeting 
[19:07] <+audioguy> This is astff mtg, are there not other staff here who should be voting? 
[19:07] <+audioguy> staff mtg 
[19:07] * matt_ is confused about that as well... 
[19:08] <@Bytram> so: as this is currently the Board Meeting, matt_ mrcoolbp and NCommander are the only ones who can vote. 
[19:08] <@mrcoolbp> correct 
[19:08] <@NCommander> My intent was to run a normal board meeting, then have a staff meeting directly following 
[19:08] <@mrcoolbp> ^^^ 
[19:08] <@NCommander> Board == business stuff + legal stuff 
[19:08] <+audioguy> Oh, then sorry, I thought this was staff mtg 
[19:08] <@NCommander> staff == internal matters 
[19:08] <@Bytram> k 
[19:08] <@NCommander> audioguy, your input is welcome, and you're welcome to parcipate 
[19:08] <@NCommander> Just voting is limited during board meetings 
[19:08] <@mrcoolbp> audioguy: that will follow 
[19:09] <+audioguy> OK. 
[19:09] <@NCommander> So 
[19:09] <+juggs> Aye! 
[19:09] <@NCommander> Repeating the topic 
[19:09] <@NCommander> Currently our hosting costs are high for the amount of traffic we have, is there any way we can reduce that with minimal drawbacks? I realize this has been discussed before, and that our current setup allows us some room for growth, but as I understand additional nodes could be spun up as needed 
[19:09] <@NCommander> I discussed this with paul at some length 
[19:10] <@NCommander> We've got our own self-rolled backup service to oxygen which is pretty much on par with what Linode is offering and cheaper to boot, so after I get it documented, and others are happy they otherstand it, we can nix the Linode backups 
[19:10] <@NCommander> Which will save about $40 USD per month 
[19:10] <+TheMightyBuzzard> yay moneys 
[19:10] <@paulej72> but 
[19:10] <@NCommander> paulej72, but? 
[19:10] <@paulej72> we need to upgrade boron to a 4G 
[19:11] <@mrcoolbp> ....which would cost more I'm guessing 
[19:11] <@NCommander> ANother $20 USD 
[19:11] <@Bytram> paulej72: 4G? as in 4 GB of RAM? 
[19:11] <@NCommander> YEah 
[19:11] <@NCommander> Linode 4096 
[19:11] <@mrcoolbp> savings of $20/month total 
[19:11] <@NCommander> Well, there's other hanging fruit we can kill 
[19:11] <@paulej72> doubles the cpus and doubles the network bandwidth 
[19:12] <+FunPika> Any nodes that have more than what they need that could be downgraded? 
[19:12] <@NCommander> paulej72, the internal should be the same no matter what. bandwidth is for external 
[19:12] <@NCommander> FunPika, the only thing that isn't "cheapest" is the production nodes 
[19:12] <@NCommander> In terms of killing nodes 
[19:12] <@mrcoolbp> which is actually 4 nodes right? 
[19:13] <@mrcoolbp> 2 front, 2 back? 
[19:13] <@NCommander> We have 9 total, plus offsite backup machine which is oxgeyn 
[19:13] <@paulej72> NCommander; I need to confim the network as I wan not seeing that, but I may have not have been using the interal addresses 
[19:13] <@NCommander> 2 front, 2 back, 1 slashd + misc (boron) 
[19:13] <@NCommander> RIght now, hydrogen is out of service 
[19:14] <@NCommander> DUe to slashcode limitations, we can't do hotfailback, so we're not getting too much out of 2 back, but I intend to fix this with the next major site upgrade 
[19:14] <@Bytram> though average performance is interesting, how are these holding up under peak load? 
[19:14] <@mrcoolbp> ^^^ 
[19:14] <@NCommander> MySQL 5.6 added support for fulltext searching to InnoDB, so I think we can go and dump MyISAM across the board 
[19:14] <@Bytram> dump ==> remove? 
[19:14] <@NCommander> Yeah 
[19:14] <@Bytram> nod nod 
[19:15] <@NCommander> That would give us hot failback, and allow for easier node servicing and upgrading 
[19:15] <@paulej72> the forntends and boron are mostly ram limited at the momemt. they swap a lot. 
[19:15] <@NCommander> paulej72, fluorine is swapping? 
[19:15] <@NCommander> Ugh 
[19:15] <@NCommander> -_-; 
[19:15] <@NCommander> If we have to upgrade those again, we might be better off looking for dedicated servers 
[19:15] <@paulej72> Gluster is ram hog 
[19:15] <+TheMightyBuzzard> and ways to trim additional disk writes to gluster directories 
[19:16] <@Bytram> NCommander: or, see if there's something we can reduce/remove to lessen the memory pressure. 
[19:16] <@paulej72> Not sure if that can be tuned to use less 
[19:16] <+audioguy> I am wondering about how many virtual servers == 1 hardware server, and if we might be better off doing this ourslves. 
[19:16] <@NCommander> audioguy, Linode was a "best choice at the time" 
[19:16] <+TheMightyBuzzard> rss is low hanging fruit there, we should be able to get rid of an every 10m slashd task that writes to the htdocs folder 
[19:16] <@NCommander> If we can get signficant saving/something going elsewhere 
[19:16] <@paulej72> vertual servers allow use easy redundancy 
[19:16] <@NCommander> I suggest we explore it 
[19:17] <@NCommander> TheMightyBuzzard, that runs on boron though 
[19:17] <+audioguy> But at the time we did not have so many machines 
[19:17] <@NCommander> Well, there are some machines we can get rid of 
[19:17] <+TheMightyBuzzard> NCommander, still hits gluster 
[19:17] <@mrcoolbp> okay, so who will explore Alternate Hosting? 
[19:17] <@mrcoolbp> need a volunteer 
[19:17] * TheMightyBuzzard puts that aside for now 
[19:17] * NCommander looks at audioguy 
[19:18] <@NCommander> ... 
[19:18] * juggs mentions Digital Ocean at this juncture. 
[19:18] <+audioguy> Thinking... :-) I can do it, but I don't usually use anything but may own hardware, so someone else might know the field better. 
[19:18] * Bytram suggests we make an "Ask Soylentnews" story about it. 
[19:18] <@mrcoolbp> not a bad idea 
[19:18] <@NCommander> Vote "Throw it to the community?" 
[19:18] <@mrcoolbp> sure 
[19:18] <+TheMightyBuzzard> Bytram, meta, i like it. 
[19:18] <+audioguy> Good idea 
[19:18] <@NCommander> Aye 
[19:18] <@matt_> Aye! 
[19:18] <@mrcoolbp> Aye 
[19:19] <@mrcoolbp> passes 
[19:19] <@NCommander> Ok, I guess I'll take the action item to write it up 
[19:19] <@mrcoolbp> thanks 
[19:19] <@NCommander> In other terms on this front 
[19:19] <@NCommander> We have some things we can downsize to reduce the number of nodes 
[19:19] <+juggs> Also would it be worth setting up some mrtg / nagios type monitoring to keep track of the resources on the various servers over time? 
[19:19] <@NCommander> We can probably loose two for another $40 dollars of savings, (merging nitrogen and carbon into beryllium) 
[19:19] <@paulej72> move beryllium stuff to nitrogen and kill bery 
[19:20] <@NCommander> juggs, we have icingia setup for awhile, but I tihnk it broke, and xlefay had vanished into the void 
[19:20] <@paulej72> do not keep bery it is the devil 
[19:20] <@NCommander> Ok 
[19:20] <@NCommander> Maybe retire Bery, and keep carbon :-P 
[19:20] <@paulej72> it is the odd man out being centos 
[19:20] <+audioguy> :-) 
[19:20] <@mrcoolbp> so, prospective $60/mo savings, that's something 
[19:20] <@NCommander> mrcoolbp, probably more 
[19:20] <@NCommander> if we're careful 
[19:20] <@mrcoolbp> great 
[19:20] <@NCommander> lithium is too valuable to axe 
[19:21] <@NCommander> Beyond that, I don't see much in the low hanging fruits department 
[19:21] <@mrcoolbp> sounds good. Thanks NCommander 
[19:21] <+audioguy> the lists should be on staff. 
[19:21] <+audioguy> boron 
[19:22] <@NCommander> audioguy, there's a list of stuff and nodes on the wiki, I just don't see what else we could cut without impacting crap 
[19:22] <@paulej72> move mail to boron, other stuff to carbon 
[19:22] <+audioguy> I am not disagreeing 
[19:22] <@NCommander> I think the specifics are out of scope here, this is "lets save some money :-)" 
[19:22] <@NCommander> Let's leave further discussion to the mailing list and/or staff meeting 
[19:23] <@NCommander> Moving onto the next item down the line 
[19:23] <@mrcoolbp> agreed 
[19:23] <+audioguy> Agree, this is for a sysops/dev meeting 
[19:23] == NCommander changed the topic of #staff to: Enrol in the SpiderOak Affiliate Program. See the ShareASale page for more information. 
[19:23] == NCommander changed the topic of #staff to: Enroll in the SpiderOak Affiliate Program. See the ShareASale page for more information. 
[19:23] <@NCommander> mrcoolbp, this is your baby, so if you would :-) 
[19:23] <@mrcoolbp> sure 
[19:23] <+juggs> http://www.shareasale.com/shareasale.cfm?merchantID=29362 << ShareASale page 
[19:24] <@mrcoolbp> https://spideroak.com/ does what is similar to dropbox with well recognized security 
[19:24] <@mrcoolbp> the link that juggs sent above describes the program I'm proposing 
[19:24] <@mrcoolbp> basically we refer people to spider oak and we get money 
[19:24] <@mrcoolbp> That's pretty much it 
[19:25] <@NCommander> So ... 
[19:25] <@NCommander> Opening a referals program is a bit iffy IMHO 
[19:25] <@mrcoolbp> why's that? 
[19:25] <@NCommander> If we do it, we want to make sure what we're recommending is good 
[19:25] <+TheMightyBuzzard> i lurve this idea. extremely well targeted advertising of a product that our community partially already uses. 
[19:25] <+juggs> Q: Can existing SpiderOak users become referred? :) 
[19:25] <+audioguy> I doubt few of our users would be interested in this. Do a poll 
[19:25] <@NCommander> Also audioguy's point 
[19:25] <@mrcoolbp> okay, maybe we run a poll then 
[19:25] <@NCommander> Unless we buy the referal on the FAQ, where do we want to hang it? 
[19:25] <@Bytram> "If you are not paying for it, then you are the product." -- what's the downside? 
[19:25] == SoyCow1098 [~3293445c@s-14-806-84-99.hsd2.tn.comcast.net] has joined #staff 
[19:26] <@mrcoolbp> juggs:I'm not sure about your question but I doubt it 
[19:26] <+juggs> Bytram, their model is the upsell to paid tiers. 
[19:26] <@NCommander> "Disallowed sites include: Any illegal, porn, hate, etc... on your site, or on sites that you link to " 
[19:26] <@Bytram> juggs: thanks! 
[19:26] <+audioguy> We coould offer back services ourselves in the future, once things are stable and we actually have income. 
[19:26] <@NCommander> audioguy, the community bit my head off last time I brought that up 
[19:27] <+TheMightyBuzzard> NCommander, there's room on my screen right under the SoylentNews slashbox 
[19:27] <+audioguy> Then maybe not :-) 
[19:27] <@mrcoolbp> audioguy: that seems like a lot of work/liability etc. 
[19:27] <@mrcoolbp> let's not worry about where to hang the referral link 
[19:27] <+TheMightyBuzzard> lil square badge or its own slashbox 
[19:27] * NCommander is mulling 
[19:27] <+audioguy> Everything connected to any biusiness is a lot of work and carries liability. :-) 
[19:27] <@Bytram> I would suggest that any such action on our part be noted as strinly being a referral instead of an endorsement... we should stick, as much as possible, to our PBC's goal. 
[19:27] <+juggs> audioguy, SpiderOak takes care of clientside encryption before upload... that's not easy to get right. 
[19:28] <@Bytram> s/stringly/strictly/ 
[19:28] <@NCommander> Bytram, I won't object to endorsing someone if the staff reviews it at length, and feel its something we'd recommend to our users 
[19:28] <@NCommander> As long as our policy is not to accept money FOR the endorsement 
[19:28] <+audioguy> That is why I like doing my own encryption :-) 
[19:28] * NCommander notes, for the record, audioguy would build a compiler with two sticks if he could :-P 
[19:29] <+audioguy> That is true. :-) 
[19:29] <@mrcoolbp> Okay, well do we need to poll the community on this one? What do we think? 
[19:29] <@NCommander> Well, here's the points we need to discuss 
[19:30] <+juggs> I can do a brief write up on ~using~ SpiderOak on both linux and win7 if it helps at all. 
[19:30] <@NCommander> 1. We've made it very clear we're not doing ads unless we have to. Now, strictly speaking, this isn't an ad, but I want some feedback if it goes against the spirit of that 
[19:30] <@NCommander> 2. Make sure we're not tracking anyone, the referal should be a <a href> with locally hosted assets 
[19:30] <@Bytram> Nod nod. This would set a precedent, so I'd suggest we think this through as to what it would look like in a year or two. 
[19:30] <@NCommander> And Bytram stole point 3 
[19:31] <@Bytram> LOL! 
[19:31] <@mrcoolbp> juggs: can you look into point # 2 for us? 
[19:31] <@NCommander> As I said, I don't object, at least in concept, to this, but before we open pandoras box, lets make sure we know what we're doing 
[19:32] <+juggs> Good point NCommander - what is shareasale's relationship with Spider... 
[19:32] <+juggs> I'll take that action 
[19:32] <@NCommander> juggs, it might require an email to them 
[19:32] * NCommander notes things like GHostly usually doesn't always catch off-site hosted stuff 
[19:32] <+juggs> I think I can stretch to that :D 
[19:32] <@NCommander> :-) 
[19:32] <@NCommander> Awesome 
[19:32] <@Bytram> as to item #1, what makes this to NOT be an advert? Walks like a duck, ... it's an ad. Is it the *way* we get paid, the *timing*, or what? 
[19:33] <@mrcoolbp> okay, so we can mull and revisit once we get response from Juggs 
[19:33] <@Bytram> i that a motion? 
[19:33] * NCommander has a bit more to talk about 
[19:33] <@mrcoolbp> oh sorry = ) 
[19:33] <@NCommander> I think we need to define a general policy on this 
[19:33] <@NCommander> Since this question is going to repeat 
[19:34] <@mrcoolbp> NCommander: would this be SN Policy manual fodder, or a bylaws thing? 
[19:34] <@mrcoolbp> I'd guess the former 
[19:34] <@NCommander> Basically, do we refer folks to services (i.e., if we do a review of something, then I don't think anyone would object to sticking a referal link IN the review) 
[19:34] <@NCommander> If we do, do we limit it to when we refer/review things, or have a general purpose "referals" bar 
[19:34] <+juggs> as long as we are not getting back-handers 
[19:34] == SoyCow1098 [~3293445c@s-14-806-84-99.hsd2.tn.comcast.net] has quit [Ping timeout: 244 seconds] 
[19:34] <@matt_> NCommander, if we get paid in connection with a review, that could give the appearance of a conflict of interest. 
[19:34] <@NCommander> The former is pretty simple IMHO 
[19:35] == mj [~3293445c@s-14-806-84-99.hsd2.tn.comcast.net] has joined #staff 
[19:35] <@Bytram> NCommander: as long as it is *plainly* stated in the review that it *is* an affiliate link. 
[19:35] <+juggs> ohh - referrals - we would be getting backhanders lol 
[19:35] <@mrcoolbp> Bytram: agreed 
[19:35] <@NCommander> Bytram, matt_: hence the need for a policy 
[19:35] <+TheMightyBuzzard> NCommander, ^^matt_. If we're going to advertise stuff we like, let's be up front about it being advertising. 
[19:35] <@mrcoolbp> absolutely 
[19:35] <@NCommander> Remember we want to be journalists, neutrality is our bread and butter :-) 
[19:35] <@Bytram> areed 
[19:35] <@Bytram> agreed 
[19:36] <@NCommander> So, I think the correct action here is we figure out what our policy is 
[19:36] <@NCommander> The board reviews it 
[19:36] <@NCommander> Then it goes into the SN Policy manual 
[19:36] <@NCommander> Who wants the task of writing something up about it? 
[19:37] * mrcoolbp looks at Bytram 
[19:37] * Bytram ponders 
[19:37] <+TheMightyBuzzard> NCommander, we should have several so we can take the best of each and argue about them. 
[19:37] <@NCommander> FOr and against? 
[19:37] <@NCommander> I like that 
[19:38] <@Bytram> I'm better at reviewing than composing; I'll gladly assist whomever drafts the original. 
[19:38] == LaminatorX [~63163961@22-50-35-25.lightspeed.stlsmo.sbcglobal.net] has joined #staff 
[19:38] * NCommander is reminded of old babylon proverb: "Understanding is a three edged blade: their side, your side and the truth" 
[19:38] <@mrcoolbp> hear, hear. 
[19:38] <@NCommander> mrcoolbp, since you brought htis up, would you be willing to take the "for" side of the arguement on the advantages of doing this? 
[19:39] <@mrcoolbp> sure, I'll work with juggs 
[19:39] <@Bytram> hmmm, could make for an interesting 'story'... 
[19:39] <@mrcoolbp> if he isn't sick of me yet 
[19:39] <@NCommander> TheMightyBuzzard, Bytram care to collobrate on the against? 
[19:40] * NCommander recommends at least 500+ words to 1k on both sides 
[19:40] <+TheMightyBuzzard> sure sure 
[19:40] <@Bytram> word word word word word word word word word word word word word word word word word word word word word word word word word word 
[19:40] <@Bytram> that's a start. 
[19:40] <+TheMightyBuzzard> oh, an NCommander post then. 
[19:40] <@NCommander> To be done by the next staff meeting :-P 
[19:40] <@mrcoolbp> k 
[19:40] <@Bytram> when's that? 
[19:40] <@NCommander> TheMightyBuzzard, the community might get confused if its not XXXX words in article 
[19:40] <@NCommander> Bytram, thats a discussion point later :-) 
[19:40] <+TheMightyBuzzard> true true 
[19:41] <@Bytram> so long as it's at least a couple weeks away, I'd be willing. 
[19:41] <+juggs> OK - so to summarise - we want to review all available file lockers and assess their affiliate schemes? Did I get that right? 
[19:41] <+TheMightyBuzzard> you want this general or specific. if specific we'll need to collaborate with mrcoolbp and juggs 
[19:41] * Bytram notes the next staff meeting should be within the next 30 minutes or so. :( 
[19:42] * NCommander moves to speed this up 
[19:42] <@mrcoolbp> juggs: I think we were just looking at spider oak for now, I guess we could look at others if we find them 
[19:42] <@NCommander> What I think we need is a review of SpiderOak Affiliate Program, thoughts on if we should even doing affilations, and the pro/cons against it 
[19:42] <@Bytram> oh! if that is what we were discussing, I need to politely decline... never used one. 
[19:42] <@NCommander> Gah 
[19:42] <@mrcoolbp> NCommander: yeah I think we got the juicy bits on ths one already 
[19:42] <@Bytram> okay, that's better. 
[19:42] <+TheMightyBuzzard> gotcha 
[19:43] <@Bytram> more of a 'meta' discussion? 
[19:43] <+juggs> I suggest we take this offline to a working group. mrcoolbp, juggs, TheMightyBuzzard. 
[19:43] <@NCommander> The decision is more boardly put that if we should go down this road 
[19:43] <@NCommander> I don't thikn we know enough to say yes/no, and as matt_ said, this could comprimise our neutraity in some respects 
[19:43] <@NCommander> Furthermore, its something that can always be put off until we're near bankrupt :-) 
[19:43] <+TheMightyBuzzard> need a partner who is good with english. i'm too concise. 
[19:44] <@mrcoolbp> The 
[19:44] <@Bytram> TheMightyBuzzard: if we're doing the *meta* discussion, then I'm in. 
[19:44] <@Bytram> coffee++ 
[19:44] <Bender> karma - coffee: 1 
[19:44] <+TheMightyBuzzard> cheers, Bytram 
[19:44] <+TheMightyBuzzard> coffee++ 
[19:44] <Bender> karma - coffee: 2 
[19:44] <@Bytram> lol 
[19:44] <+audioguy> Purely as a user, I would prefer just donating directly to soylent, without a third party scraping off a cut. I have seen this sentiment expessed by others in various discussion. Our user base is small and very loyal at this point, I cannot help but wonder if such schemes are premature. 
[19:44] <@mrcoolbp> TheMightyBuzzard: we can all 4 work together as juggs suggested 
[19:44] <@mrcoolbp> audioguy: that's the next topic of discussion kinda 
[19:44] <@Bytram> audioguy: that is one of the points that we will enumerate. 
[19:45] <@NCommander> If nothing else, (we hope) that will change, so must be prepared for the future 
[19:45] <+audioguy> ok :-) 
[19:45] <@Bytram> If I understand correctly, our *primary* goal is to gather pros [cons] and bring them to the board so *they* can make an informed decision. 
[19:45] <@NCommander> Ok, I think we discussed this to death, vote to move on? 
[19:45] <+juggs> I suggest a steering group to assess SpiderOak and possibly others. The output to be a review of the service and a suggested policy for adoption by the board. 
[19:45] <@NCommander> Bytram, bingo 
[19:46] <@Bytram> If something seems clear, we an make a recommendation, as well. 
[19:46] <@Bytram> s/an/can/ 
[19:46] <@mrcoolbp> juggs: yeah, I suggest the 4 of us work together on that front, that way we can move this meeting along 
[19:46] * NCommander nods 
[19:46] <@NCommander> Can we move on ? :-) 
[19:47] <@mrcoolbp> NCommander: I'll second 
[19:47] <@matt_> Aye! 
[19:47] <@mrcoolbp> Aye 
[19:47] == NCommander changed the topic of #staff to: Would we be better off just selling "gold stars" than swag? 
[19:47] * NCommander guesses this refers to some sort of badge or something on the site 
[19:47] <@mrcoolbp> yes 
[19:47] <@paulej72> new subs have a gold star 
[19:47] <@mrcoolbp> Basically, we've thought up all these different ways of using 3rd parties to work with that will take a significant cut from our fundraising efforts. Could we instead "sell" a gold star (or whatever) 
[19:48] <+audioguy> yes, for now, but both would be good. 
[19:48] <@mrcoolbp> well then a platinum one 
[19:48] <+TheMightyBuzzard> you'd better not cancel it before i get a beer stein at christmas 
[19:48] == SoyGuest25584 [~AndChat14@mkry95-315-917-18.range07-172.btcentralplus.com] has quit [Ping timeout: 244 seconds] 
[19:48] * matt_ cradles his precious coffee++ mug 
[19:48] * NCommander needs to buy a coffee++ mug 
[19:48] * mrcoolbp puts on his shirt with UID 
[19:48] * NCommander really wishes he had UID -1 
[19:49] <@NCommander> Ok, on the serious front 
[19:49] * TheMightyBuzzard is probably ordering one of those shirts tonight 
[19:49] <@matt_> i think the idea with swag (and affiliates, for that matter) is that if it's something you would likely get anyway (like a coffee mug or shirt), why not get the SN version and help the site. 
[19:49] <@Bytram> or sell a 'membership certificate' or the like for some period of time... i.e. a subscription, but comes with a nice-lettered, frame-able certificate? 
[19:49] <@paulej72> I think the costs for swag is already done. We spent may hours getting artwork ready. Anything we get now is porfit 
[19:49] <@NCommander> paulej72, I think what mrcoolbp meant was "in addition to" 
[19:49] <@mrcoolbp> Okay, I shouldn't have said "instead" 
[19:49] <@NCommander> so, my concern on this is we creating a "holier than thou" attitude 
[19:49] <+audioguy> Yes, I would not want to drop all the work done. 
[19:49] <@Bytram> from *my* perspective, I'm with paulej72; the work's put in, and it does NOT prevent us from offering other items. 
[19:49] <@mrcoolbp> right 
[19:50] <@NCommander> Granted, we have that with the sub star anyway 
[19:50] <@Bytram> NCommander: excellent point. 
[19:50] <+TheMightyBuzzard> NCommander, we did that when we didn't start with 4digit uids 
[19:50] <@NCommander> But $20 USD/yr is pretty cheap 
[19:50] <@Bytram> just note it in the user's page? 
[19:50] <@matt_> but we could also do a tiered subscription, where the only thing you get at different tiers is different colors of stars? 
[19:50] <@NCommander> matt_, the community was really really unhappy with the idea of teired subscriptions 
[19:50] <@matt_> like nonprofits have different levels of donors. 
[19:50] <+juggs> I thought the question was around whether selling a ~virtual~ star would be considered the same as a direct donation. 
[19:50] <@NCommander> juggs, that too 
[19:50] <@Bytram> matt_: what NCommander said. and then some 
[19:51] <@matt_> NCommander, i think they mainly reacted to the things that the tiers would represent, and being forced to be identified as having paid, iirc. 
[19:51] <@mrcoolbp> yeah I agree 
[19:51] * NCommander nods 
[19:51] <LaminatorX> We could send postcards out for under a buck if we need a tangible asset provided to not be a donation. 
[19:51] == Ethanol-fueled [~62b0c2de@cp88-216-234-862.sd.sd.cox.net] has joined #staff 
[19:52] * NCommander tends to send postcards when he goes abroad 
[19:52] <@Bytram> I sensed a number of different reasons, but the general feeling that I got was: "Do. Not. Want." -- seemed anonymous donations were preferred 
[19:52] <@mrcoolbp> LaminatorX: that would create "work" to do in meatspace 
[19:52] <@NCommander> We could always put me on the store, selling postcards from whatever remote places on Earth I am 
[19:52] <@NCommander> :-) 
[19:52] <+TheMightyBuzzard> there you go. officially NCommander-gathered postcard. 
[19:52] <@Bytram> "Soon to be a collector's item!" 
[19:52] <@NCommander> Make it a quality limited action 
[19:52] <@Bytram> Get. Yours. Noooow! 
[19:53] <+TheMightyBuzzard> or something anyway. shot glass, funny hat, something. 
[19:53] <@paulej72> get NCommander a SN post marker 
[19:53] <@NCommander> and charge $50 dollars for 10 :-P (given postage in some countries ...) 
[19:53] <LaminatorX> "Where in the World is NCommander?" 
[19:53] <@Bytram> getting back to the question at hand. Does anyone see any problem with our selling swag? 
[19:53] <@NCommander> Or the NCommander Party Pack. NCommander shows up to your house with a keg 
[19:53] <+TheMightyBuzzard> oooh, picture of NCommander with a shoe on his head in various locations. 
[19:53] <@NCommander> Bytram, no, we had a lot of support for the idea when it was pitched 
[19:53] <+juggs> NCommander == Scarlet Pimpernel :D 
[19:54] <@mrcoolbp> NCommander: I suspect we need to consult eiter a lawyer or CPA on the crytpo-currency issue, maybe we could ask about selling "colored stars" as well? 
[19:54] <@Bytram> so, 'gold stars' would be in *addition* to, rather than *instead of*, swag? 
[19:54] <@NCommander> I think one of our very first "big purchases" will be a CPA from the money we get from the Known-To-Be OK stuff 
[19:54] <@NCommander> Bytram, in addition 
[19:54] <@NCommander> mrcoolbp misspoke 
[19:54] <@mrcoolbp> yes that was a mis-type on my part 
[19:55] <@matt_> mrcoolbp, if you want to give the users who just want to donate more options, maybe expanding the "unobtanium edition" line to more than just a keychain? 
[19:55] <LaminatorX> I'm in favor of multiple vectors. Some will want anonymity, others will want cred, some will want swag, etc. 
[19:55] <@NCommander> LaminatorX, agreed 
[19:55] <@Bytram> LaminatorX++ 
[19:55] <Bender> karma - laminatorx: 5 
[19:55] <@NCommander> I also think there's money to be had from slashcode itself, especially now that UTF_8 actually works 
[19:55] <+juggs> How much are we shelling out to CPAs and lawyers to advise on this stuff that may not net a great deal at the end of the day? 
[19:55] <@mrcoolbp> matt_ possibly, but zazzle takes a big cut of that on the larger items 
[19:55] <@Bytram> is it not open-source? 
[19:55] <@NCommander> (hell, there might be an entire business on selling support to the code base) 
[19:55] <@NCommander> juggs, well, CPA is kinda essential come tax time 
[19:56] <@mrcoolbp> ^^ 
[19:56] <+juggs> ok 
[19:56] <@NCommander> so that one isn't money down the hole ... so to speak 
[19:56] <@NCommander> *cough* 
[19:56] * Bytram hands NCommander a throat lozenge 
[19:56] <@NCommander> For stuff like this, its mostly all CPA 
[19:56] <+TheMightyBuzzard> NCommander, you'll likely need to pay someone if you're selling their admin/coding chops unless you're volunteering 
[19:56] <@mrcoolbp> good time for an update on the swag? 
[19:56] == prospectacle [~b4c880f7@180.200.jji.ihy] has joined #staff 
[19:56] <@NCommander> TheMightyBuzzard, that's a future discussion item 
[19:57] <@Bytram> ok, 'gold star'? 
[19:57] <+juggs> we could pimp TheMightyBuzzard out for profit! 
[19:57] <@NCommander> I actually am working on drafting our "next six months" plan in email, mrcoolbp has seen the start of a draft 
[19:57] <+audioguy> The simple truth is that the deck is stacked against small businesses and startups, and most do a little bending of the rules initially. If you obsess too much over this tuff it will kill you. 
[19:57] <@mrcoolbp> yes 
[19:57] <@NCommander> juggs, illegal in the states unless he lives in Rhode Island 
[19:57] * TheMightyBuzzard puts on his hot pants 
[19:57] <+juggs> NCommander, pimp out for coding work :P 
[19:57] <@matt_> audioguy, true, although most don't say that on a logged channel ;) 
[19:57] <LaminatorX> While it's OSS, there's a fair amount of know how required to get it running. That's where the value we could provide lies. 
[19:57] <@mrcoolbp> NCommander: can I provide a quick update on the swag store? 
[19:57] <@NCommander> audioguy, indeed 
[19:57] <@NCommander> mrcoolbp, the floor is yours 
[19:57] <@mrcoolbp> okay: 
[19:58] <@mrcoolbp> The store is ready to "launch", we are just waiting on the executive order. The link has been released to: [all staff memebers] and [a 'lucky' few that happened to be around on IRC recently]. 
[19:58] <@mrcoolbp> Despite that pool of approximately 30 people, we've received only *one* order and very little feedback (e.g. Pricing, Quality, Store graphics and navigation, Selection of products, etc.) 
[19:58] <@mrcoolbp> I realize there was a major hiccup in announcing the store "Alpha/Test launch" to staff, then saying "Wait don't order yet!" and then re-launcing the Alpha/Test and this may have created some "mistrust/disintrest" among staff, that may be a factor. 
[19:58] <@mrcoolbp> Nevertheless, I get the impression that this will be a minor source of revenue. Subsequently, I doubt it will significatly help SoylentNews support it self financially. I hope to be proven wrong on this. 
[19:58] <@mrcoolbp> Lastly, one person suggested that the royalty percentage should be close to 50% for most items. The thinking here: the main idea is to help support us financially, so the premium prices are justfied. However, I personally think this will discourage sales (i.e. our cheapest mug would be $28.95). I'm open to other opinions though. 
[19:58] <+audioguy> IF the goverment does not like us selling gold stars they will tell us, we will say oops, sorry, and that is that. they don't give a shit about us unles we A don't pay out taxes, B do something to blantent and public. 
[19:58] <@mrcoolbp> (that's it) 
[19:59] <@Bytram> mrcoolbp: thanks to you and juggs (and any others I forgot) for putting this all together. 
[19:59] <+audioguy> I am not suggestimng anything specific. :-) 
[19:59] <@Bytram> I was waiting for the all clear to know when it was ready. 
[19:59] <@mrcoolbp> thank you sir. 
[20:00] <@Bytram> I still think that items which have some kind of "time-stamp" associated with them will boost sales. Limited edition -- don't miss out! 
[20:00] <+TheMightyBuzzard> nix the 50% idea. i'm staff and know ahead of time that it's really a donation and $20 for a coffee mug is already a little hurty. 
[20:00] <@mrcoolbp> Bytram: we can expand on it later 
[20:00] <prospectacle> audioguy, you could have a few minor features that accompany a gold-start subscription, e.g. longer comment history on your user page, or two extra tags available in your journal. Then it's not just a donation. 
[20:00] == Ethanol-fueled [~62b0c2de@cp88-216-234-862.sd.sd.cox.net] has left #staff [] 
[20:00] <@Bytram> e.g. coffee mug: coffee++ \n [2014] 
[20:01] == mj [~3293445c@s-14-806-84-99.hsd2.tn.comcast.net] has quit [Quit: Web client closed] 
[20:01] <+TheMightyBuzzard> Bytram, we can change the logo to match a theme every year end 
[20:02] <@Bytram> nod nod; details are not so important as is the concept. Like getting a 2-digit uid... 
[20:02] <+TheMightyBuzzard> or every SN birthday. whichever. 
[20:02] <@Bytram> exactly! 
[20:02] <@NCommander> Ugh 
[20:03] <@NCommander> sorry 
[20:03] * Bytram notes that an hour has elapsed 
[20:03] <+TheMightyBuzzard> mrcoolbp, good, bad, dumb idea? 
[20:03] <@NCommander> My laptop decided that was a perfectly good time to panic 
[20:03] <@NCommander> What did I miss? I saw mrcoolbp's summary 
[20:03] <+TheMightyBuzzard> i said the 50% was a bad idea and by suggested making swag limited edition by date acquired. 
[20:04] <@NCommander> Ulitmately, with both this and subscriptions 
[20:04] <@NCommander> Its hard to know how much (if any) revenue it will take 
[20:04] == NCommander [~mcasadeva@Soylent/Staff/Sysop/mcasadevall] has quit [Remote host closed the connection] 
[20:04] <@Bytram> see the PM; I copy/pasted it ther. 
[20:05] == NCommander [~mcasadeva@2600:3c00::gkjo:ggkm:vshr:juyz] has joined #staff 
[20:05] <@mrcoolbp> TheMightyBuzzard: we can make anything easily 
[20:05] <@Bytram> matt_: question as to running the meeting? what is quorum? 
[20:05] == rand [~rand@cea-547.64-463-42.nts-online.net] has quit [Ping timeout: 244 seconds] 
[20:05] == NCommander [~mcasadeva@2600:3c00::gkjo:ggkm:vshr:juyz] has quit [Changing host] 
[20:05] == NCommander [~mcasadeva@Soylent/Staff/Sysop/mcasadevall] has joined #staff 
[20:05] == mode/#staff [+v NCommander] by juggler 
[20:05] <+NCommander> .op 
[20:05] == mode/#staff [+o NCommander] by juggler 
[20:05] <@NCommander> Ugh 
[20:05] <@matt_> Bytram, so for a board meeting, a quorum constitutes a majority of the directors then in office. 
[20:05] <@Bytram> do *all* three board members need to be present for descions to hold weight? 
[20:06] <@Bytram> so, two out of three is sufficient? 
[20:06] <@matt_> Bytram, however, since we have not yet amended the bylaws to allow board meetings on irc, we've been taking advantage of the "action without a meeting" provision of our bylaws. 
[20:06] <@matt_> Bytram, which requires unanimity. 
[20:06] <LaminatorX> Do the bylaws have any rules for Staff meetings as distinct from Board meetings? 
[20:06] <+TheMightyBuzzard> matt_, slackers. 
[20:06] <@matt_> LaminatorX, the bylaws do not mention staff. 
[20:06] <@Bytram> LaminatorX: not to my recall; entirely separate area. 
[20:07] <@mrcoolbp> ^^^ 
[20:07] <@matt_> LaminatorX, SoylentNews PBC Bylaws: http://wiki.soylentnews.org/wiki/SoylentNews_PBC_Bylaws 
[20:07] <LaminatorX> Thanks. 
[20:07] == NC|WebChat [~a6935821@ndnflnvjrd4nn578-fcm.mycingular.net] has joined #staff 
[20:07] <NC|WebChat> Something is seriously wrong on my end 
[20:07] <@mrcoolbp> okay, so looks like most are relatively happy with the Store/Prices, though they call for more items. Is that about right? 
[20:07] <NC|WebChat> mrcoolbp: please take over, I don't know how stable my connection will be on my end 
[20:08] * NC|WebChat is troubleshooting 
[20:08] <@mrcoolbp> matt_ can you chair? 
[20:08] <@matt_> mrcoolbp, i second the "more items" idea. 
[20:08] <+TheMightyBuzzard> mrcoolbp, sounds right. we can discuss the timed versioning nearer an anniversary. 
[20:08] <@matt_> mrcoolbp, sure! 
[20:08] <@Bytram> for the record, 'NC|webchat" is, presumably the same person as 'NCommander' 
[20:08] <@mrcoolbp> matt_ thanks 
[20:08] * NC|WebChat will kill his proxy in a moment and NickServ ID 
[20:08] == NCommander [~mcasadeva@Soylent/Staff/Sysop/mcasadevall] has quit [Client Quit] 
[20:09] == NC|WebChat has changed nick to NCommander 
[20:09] <@mrcoolbp> matt_ so I'm good with moving on to the next issue if you are 
[20:09] <+juggs> NC /ghost is your friend 
[20:09] <prospectacle> What if it's not a gold star, but instead you can choose your own icon from a list. Then you're selling a feature. 
[20:09] == NCommander [~a6935821@ndnflnvjrd4nn578-fcm.mycingular.net] has quit [Changing host] 
[20:09] == NCommander [~a6935821@Soylent/Staff/Sysop/mcasadevall] has joined #staff 
[20:09] == mode/#staff [+v NCommander] by juggler 
[20:09] <@mrcoolbp> unless NCommander has anythign to add on the swag 
[20:09] <@mrcoolbp> prospectacle: I like that idea 
[20:09] <+NCommander> I don't, aside from the fact that we have no certainities on success 
[20:09] <@mrcoolbp> sure 
[20:09] <@Bytram> prospectacle: interesting concept, but I think we could get lost in lots of implementation details. 
[20:09] <@mrcoolbp> * NCommander (~a6935821@ndnflnvjrd4nn578-fcm.mycingular.net) Quit (Changing host) 
[20:10] <@mrcoolbp> ooops 
[20:10] <@matt_> mrcoolbp, i suspect that shortly after the full launch of the swag store, you will get quite a bit of feedback from the community :) 
[20:10] <@mrcoolbp> .voice prospectacle 
[20:10] == mode/#staff [+v prospectacle] by juggler 
[20:10] <@mrcoolbp> <prospectacle> What if it's not a gold star, but instead you can choose your own icon from a list. Then you're selling a feature. 
[20:10] <@mrcoolbp> matt_ yes, I was hoping to avoid pitchforks 
[20:10] * mrcoolbp dawns pitchfork armor +8874 
[20:10] <@Bytram> is it generally agreed that we're generally in favor of offering *some kind* of site-based 'thing' in exchange for a subscription? 
[20:10] <+TheMightyBuzzard> mrcoolbp, we're not +m right now. i heard him fine. 
[20:10] <@Bytram> details to be determined later. 
[20:10] <@mrcoolbp> oh, I see 
[20:11] <+NCommander> Bytram: possibly 
[20:11] <+NCommander> We're getting ratholed 
[20:11] <+TheMightyBuzzard> personally i like the idea but shurg. 
[20:11] <@mrcoolbp> Bytram: I think so, NCommander wanted an ACK from a CPA thing, but it's probably okay 
[20:11] <+NCommander> Right now, until we manage to get what we have going, its all just speculation 
[20:11] <@Bytram> I'd favor a CPA ack, too. 
[20:11] <+audioguy> We have many people who have offered to jusy donate in the past. It seems to me those should be taken care of first. Whether gold star or postcard. After that, we can try oout things like special privileges or graphics. 
[20:12] <+NCommander> audioguy: indeed 
[20:12] <@Bytram> audioguy++ 
[20:12] <Bender> karma - audioguy: 10 
[20:12] <+NCommander> RIght now, as I said, lets launch what we have, then come back next time and know where we need to expand 
[20:12] <+NCommander> I think we can move on, no? 
[20:12] <+TheMightyBuzzard> do eet 
[20:12] <@matt_> Aye! 
[20:12] <@mrcoolbp> Aye 
[20:12] <@Bytram> s, what was decided? 
[20:12] <@Bytram> s/s/so/ 
[20:12] <@paulej72> all of that is setup on one leve of subscriptions. if you want that chenged to multi level subs it is going to require a lot of work 
[20:12] <@mrcoolbp> .topic "What mechanism should we use to transfer important assets (accounts, domains, database, other rights, etc.) to the corporation? Here is a discussion of possible mechanisms" 
[20:12] == juggler changed the topic of #staff to: "What mechanism should we use to transfer important assets (accounts, domains, database, other rights, etc.) to the corporation? Here is a discussion of possible mechanisms" 
[20:12] <@mrcoolbp> http://wiki.soylentnews.org/wiki/Mechanisms_for_the_Transfer_of_Assets_to_SoylentNews_PBC 
[20:13] <@Bytram> afk brb 
[20:13] <+audioguy> So the question is, what are we going to tell the next person who wants to donate? Buy a gold star on our site? 
[20:13] * NCommander hears sharks in the water 
[20:13] <@mrcoolbp> audioguy: we're not quite there yet 
[20:13] <+TheMightyBuzzard> audioguy, that or an unobtanium keychain 
[20:13] <+NCommander> audioguy: I'd love to accept donations if possible. Too many unknown knowns 
[20:13] <@mrcoolbp> that will require some backend work 
[20:13] <@mrcoolbp> as per paulej72 above 
[20:14] <@mrcoolbp> we can't just Accept Donations currently 
[20:14] <@mrcoolbp> we need to be liscensed in all states 
[20:14] <@mrcoolbp> or registered or whatever 
[20:15] <+NCommander> folks 
[20:15] <+NCommander> We're already running over 
[20:15] <@mrcoolbp> yessir? 
[20:15] <@mrcoolbp> ah 
[20:15] <+juggs> register an office in pisspotamia and takedonations via that organ 
[20:15] <+audioguy> So let them donate on a page in (where we incorporated) 
[20:15] <@mrcoolbp> I have about 30 min before I gotta run off 
[20:15] <+NCommander> audioguy: its a more complicated isue than that; ping me after the meeting and we'll go into detail 
[20:15] <+audioguy> table this then 
[20:16] <@mrcoolbp> yes 
[20:16] <+audioguy> ok 
[20:16] * NCommander is not trying to block discussions, but tick-tock :-/ 
[20:16] <+NCommander> Ok, the all powerful blocker on stuff 
[20:16] <@mrcoolbp> .topic "What mechanism should we use to transfer important assets (accounts, domains, database, other rights, etc.) to the corporation?" 
[20:16] == juggler changed the topic of #staff to: "What mechanism should we use to transfer important assets (accounts, domains, database, other rights, etc.) to the corporation?" 
[20:16] <@matt_> <@mrcoolbp> http://wiki.soylentnews.org/wiki/Mechanisms_for_the_Transfer_of_Assets_to_SoylentNews_PBC 
[20:16] <+NCommander> matt_: do you care to sum up the situation 
[20:16] <@matt_> sure: 
[20:17] <@matt_> basically, i think that the key concept is that we need to transfer some important assets to the corporation, as detailed on the above wiki page. 
[20:17] <@matt_> normally, this is done in connection with the issuance of stock, however, 
[20:18] <@matt_> at last Wednesday's meeting, we decided to explore alternatives 
[20:18] <@Bytram> back 
[20:18] <+NCommander> Do we have any reasonable alternatives? 
[20:18] * NCommander notes that the big hangup with stock was an issue of voiting power, not to rehash that entire discussion 
[20:19] <@matt_> well, in my opinion, no great ones. issuing bonds will place the corp. in debt, and would likely require registration and filing with the SEC... 
[20:19] * Bytram agrees 
[20:19] <+TheMightyBuzzard> NCommander, corporate bonds would eliminate that and could even be sold for $currencyOfChoice 
[20:19] <LaminatorX> SEC-- 
[20:19] <Bender> karma - sec: -1 
[20:19] <+NCommander> TheMightyBuzzard: matt_ looked into it :-/ 
[20:19] <+TheMightyBuzzard> nod nod 
[20:19] <@matt_> writing a license (like a payment plan or "lease to own") would be quite complex. 
[20:20] <@mrcoolbp> i.e. we'd need an expert to do that ?" 
[20:20] <+audioguy> Whjy can't an ordinary promissory note be used? These are operating expenses, mostly. We are late paying out phone bill and someone paid it for us... 
[20:20] <+NCommander> Which would probably be the "sanest" approach from where I am sitting 
[20:20] == rand [~rand@cea-547.64-463-42.nts-online.net] has joined #staff 
[20:20] <+NCommander> matt_: is audioguy's point an option? 
[20:20] <@matt_> mrcoolbp, we could do it, but it misses a critical issue, in my opinion: 
[20:21] <@matt_> audioguy, if we default on the note, what happens? 
[20:21] <@matt_> audioguy, normally, this would be bankruptcy. 
[20:21] * NCommander notes if we default on the note, the assets are pretty worthless anyway 
[20:21] <+NCommander> .... shoot me for that pun 
[20:21] <+audioguy> What the rerms written in the note says. But no sec approval required 
[20:21] <@matt_> mrcoolbp, in my view it is important to establish the capital structure of the corp. 
[20:22] <@matt_> which means, having stockholders, for the following reason: 
[20:22] <+audioguy> For gods sake $2000 or so is penuts to most businesses. 
[20:22] <+NCommander> audioguy: I'm aware of that 
[20:22] <@matt_> without stockholders, there is no way to hold the board accountable for its actions. 
[20:22] <@mrcoolbp> Definition of 'Capital Structure' 
[20:22] <@mrcoolbp> A mix of a company's long-term debt, specific short-term debt, common equity and preferred equity. The capital structure is how a firm finances its overall operations and growth by using different sources of funds. 
[20:22] <@mrcoolbp> Debt comes in the form of bond issues or long-term notes payable, while equity is classified as common stock, preferred stock or retained earnings. Short-term debt such as working capital requirements is also considered to be part of the capital structure. 
[20:22] <@matt_> for example, SoylentNews PBC was set up for a specific public benefit purpose: 
[20:22] <+NCommander> matt_: and no different that a non-member non-for-profit 
[20:22] <@matt_> "The specific public benefit purpose of the Corporation is to engage in and promote free and open journalism through the production, publication, and community-sourced analysis and discussion of news and original and third-party-sourced works of fact and opinion. " 
[20:23] <@matt_> ^ that is in our certificate of incorporation. 
[20:23] <@matt_> without stockholders, there is no one who can require the board to adhere to that purpose. 
[20:23] <+TheMightyBuzzard> 'sa fair point 
[20:23] <@matt_> also, keep in mind the following: 
[20:23] <@matt_> there is a big difference betweeen SoylentNews (the site/community) and SoylentNews PBC (a Delaware public benefit corporation): 
[20:23] <+NCommander> Part of this is why I want to get directly involvement from the community on the board, via elections and such 
[20:24] <@matt_> SoylentNews (the site/community) can't be owned, because... ...it's people! 
[20:24] <@mrcoolbp> NCommander: that's still possible 
[20:24] <@matt_> but SN PBC needs stockholders to hold the board accountable. 
[20:24] <@mrcoolbp> NCommander: I agree with you about disliking the condensing of powers but ^^ 
[20:24] <+NCommander> matt_: what holds the board of a NFP accountable? 
[20:24] <@matt_> remember that the PBC exists simply to manage the site's assets/business. 
[20:24] <LaminatorX> Perhaps board elections as a subscriber privilege? 
[20:24] <@mrcoolbp> yeah, nice. 
[20:24] <+NCommander> LaminatorX: that's dangerous terroritatory 
[20:25] <@mrcoolbp> oh, good point NCommander 
[20:25] <@mrcoolbp> $ Shall not give thee more voice 
[20:25] <+prospectacle> LaminatorX, then you can anonymously buy lots of subscriptions and (quasi)control the board 
[20:25] <+TheMightyBuzzard> s'why i suggested balancing the stock issued to NC/matt_ with an equal issuance to staff. got a check and balance right there. 
[20:25] <LaminatorX> Less so than voting be shares of stock perhaps. 
[20:25] <@Bytram> NCommander++ someone with $bignum could impose *their* view on the board and hence, the site. 
[20:25] <Bender> karma - ncommander: 19 
[20:25] <+audioguy> I do not think just two people omn the board is appropriate. It is simply too few. 
[20:26] <@mrcoolbp> TheMightyBuzzard: there's issue with that too 
[20:26] <+NCommander> audioguy: three 
[20:26] <+TheMightyBuzzard> mrcoolbp, suck 
[20:26] * NCommander notes expanded the board is on my TODO 
[20:26] <@matt_> LaminatorX, the shareholders are like the supreme court. if there isnt one, then the board isn't accountable to the founding principles. 
[20:26] <@mrcoolbp> I think we should move towards 5 memebers 
[20:26] <+NCommander> mrcoolbp: *nod* 
[20:26] <+NCommander> mrcoolbp: agreed, but offtopic 
[20:26] <@mrcoolbp> yes 
[20:26] <+audioguy> But ther proposal would have rediuced that from what I understand. Three is too few too, I suggest 5 as a minimum. 
[20:26] <LaminatorX> How does the gaming subs scenario compare risk wise to buying up shares? 
[20:27] <@matt_> if all decisions are made by elected officials, minority viewpoints are easily quashed. 
[20:27] <@mrcoolbp> Audioguy: That is not technically correct 
[20:27] <LaminatorX> Is our PBC close-held? 
[20:27] <+NCommander> LaminatorX: we have issued no stock as of date 
[20:27] <@mrcoolbp> audioguy: i.e. the board still exists, I still ahave 33% 
[20:27] <+NCommander> The board has the option to do so per the bylaws 
[20:27] <@mrcoolbp> voting power 
[20:27] <+audioguy> mrcoolbp: I though I remembered you saying that 
[20:27] <@mrcoolbp> well, kinda 
[20:27] <@Bytram> as I see it, there's two different 'concepts' at play here. (1) how to keep the board in check (capital stock). (2) How to reimburse original investnts (capital stock). Is that correct? 
[20:27] <@mrcoolbp> they can now override me if they have the stock 
[20:27] <+NCommander> Bytram: more or less 
[20:28] <@mrcoolbp> yes 
[20:28] <+audioguy> Stock is poer. 
[20:28] <@matt_> LaminatorX, our PBC isn't held at all (because there are no stockholders :) 
[20:28] <+audioguy> power 
[20:28] <+NCommander> I feel 1. should be handled by community involvement of oard members, SOME NFPs do this via member elections 
[20:28] <+NCommander> (most NFPs are board-only and succceed themselves, including ones like the EFF) 
[20:29] <@Bytram> so, the 'capital stock' is a *means* to an end for item (2); but is a *requirement* for item (1)? 
[20:29] <+NCommander> 2. I have no issue with reimbursement, but any powers granted to the debt holder should terminate at the end of that debt. 
[20:29] <@matt_> Bytram, that's a fair assessment. 
[20:29] <@Bytram> matt_: thanks! 
[20:29] <+NCommander> Bytram: the problem is the board has no grounds to force a buyback of stock. It many be a long time before we have sufficent assets to pay off everything in full 
[20:29] <LaminatorX> Public and community broadcasters typically have their boards via paying membership holders. Credit unions also. 
[20:29] <+NCommander> Bytram: what happens if I go mad? 
[20:30] <@Bytram> I'll buy you a beer to cheer you up? 
[20:30] <@mrcoolbp> LaminatorX: we'd like to more closely imitate NFPs though 
[20:30] <+juggs> NCommander, I come after you with a flamethrower. 
[20:30] <+audioguy> That is why we need five board members, as that is a distinct possibility :-) 
[20:30] <@Bytram> NCommander: but you *do* raise a valid point; well taken. 
[20:30] <+NCommander> We went with B-incorporation because it was least amount of questions/cost 
[20:30] <LaminatorX> s/via/elected via 
[20:30] <+TheMightyBuzzard> audioguy, number of board members does nothing vs stockholders 
[20:30] <+NCommander> Folks, I don't object to talking about expanded the board 
[20:30] <+NCommander> But lets please keep this on topic 
[20:30] <+audioguy> Both are issues. 
[20:31] <@Bytram> okay, let's assume we increase the size of the board... what positions do we now have? and what would we add? 
[20:31] <@Bytram> oops. nvm 
[20:31] <@mrcoolbp> matt_ ^ 
[20:31] <@mrcoolbp> oh. 
[20:31] <+NCommander> Stock != size of the board 
[20:31] <@mrcoolbp> ^^ 
[20:31] <@matt_> ^^^ 
[20:31] <+NCommander> Stockholders can elect board members, and they can set the size of the board should they choose 
[20:31] <@matt_> but they should only do so if *absolutely* necessary. 
[20:31] <@mrcoolbp> AND override the board, but ^^^^^^ 
[20:31] <+audioguy> I would like to see the board expanded first, then a possible tranfer of asets to the corp through stock that recodnizes others than just NC and Matt's contributions. 
[20:31] <@paulej72> I have a question if we issue stock and we need more captital to keep going what then? 
[20:31] <@matt_> the stockholders are the final check. 
[20:32] <+NCommander> If the company defaults, then stock holders are in line to get stuff after creditors, debitor, preferred stock holders (not relevent here) get their share 
[20:32] <@mrcoolbp> paulej72: matt and NCommander said they may be able to contribute more money depending 
[20:32] <+TheMightyBuzzard> NCommander, seems we're either going to have to trust the shareholders, you and matt_, or we have to trust the board members, you and matt_ and mrcoolbp 
[20:32] <@mrcoolbp> I beleive 
[20:32] <@matt_> paulej72, we would have all options that we currently have, including issuing more stock. 
[20:32] <@mrcoolbp> TheMightyBuzzard: the difference is I can be voted out. They would not be able to be 
[20:33] * mrcoolbp wants to stay on the island 
[20:33] <@mrcoolbp> = ) 
[20:33] <+NCommander> TheMightyBuzzard: we can change the board to expand it, which is something that obvious should be done soonish, and move to involve the community as soon as possible 
[20:33] <+TheMightyBuzzard> honestly that does not lend confidence to me. the more cooks the worse things end up. 
[20:33] <+prospectacle> re: the transfer of assets: Is it worth waiting a week after swag+subscriptions go live and see if you have enough money to just buy the assets? 
[20:34] <+NCommander> prospectacle: there's a legal hiccup that this decision is best made before $$$ comes in 
[20:34] <@mrcoolbp> ^^^ 
[20:34] <+NCommander> Its not impossible to issue stock afterwords but ... 
[20:34] <@matt_> prospectacle, the "valuation" of the stock would increase... 
[20:34] <+TheMightyBuzzard> NCommander, IOU from the company to the proposed shareholders to be revisited after a month or two of store/subs? 
[20:34] <+prospectacle> ah 
[20:35] <+audioguy> Stock may be exchanged for value contributed other than money. 
[20:35] <@matt_> audioguy, exactly, and this is the mechanism that was proposed to ensure an exact 50/50 split between me and NC, to maintain that balance. 
[20:35] <@mrcoolbp> TheMightyBuzzard: That would be the "promisory note" option (discussion above) 
[20:35] <+TheMightyBuzzard> nod nod 
[20:35] <+NCommander> My hangup is the board can't force a buyback of stock 
[20:35] <+NCommander> Who watches the watchmen 
[20:35] <@Bytram> proposal: less "ongoing expenses", I propose that any excess income from swag, subscriptions, etc. be used to repay current stockholders... would that advance the situation? 
[20:35] <+TheMightyBuzzard> use it but only as a short-term stopgap so that this discussion may not be necessary. 
[20:36] <+NCommander> The only thing the board can do is issue MORE stock, which to me is putting gas on a fire 
[20:36] <+audioguy> The question in my mind is whay matt_ feels he is intitled to 50% of the stock. 
[20:36] <@matt_> Bytram, frankly, i would rather see income from swag, etc. go towards the site first. 
[20:36] <+TheMightyBuzzard> audioguy, easy there big guy 
[20:36] <+NCommander> audioguy: in terms of money in, matt_ actually has more than I do 
[20:36] <@mrcoolbp> ^^ 
[20:36] <+audioguy> I do not know these details. 
[20:36] <@matt_> audioguy :) it is simply a mechanism to prevent a single person from being a majority shareholder. 
[20:36] * NCommander was able to refund a LOT of B's large expenses which reduced my debts 
[20:36] <@Bytram> matt_: I'm open to a rephrasing, just wanted to put something out there that would get us along the way. 
[20:37] <+prospectacle> If you want to act like an NFP instead of a FP, then stock should not be proprotion to the assets someone invested. Assets should be paid for (perhaps with an promissory note) and stock should be considered separately by separate rules 
[20:37] <+audioguy> I would like to see a specific accounting. 
[20:37] <+NCommander> prospectacle: non-for-profits can't issue stock, period 
[20:37] <@matt_> Bytram, you bring up an important point, though. issuing stock would avoid putting the corp. into debt, so any money raised from swag, etc. could go to original content, paying editors, etc., etc. 
[20:37] <+NCommander> audioguy: I posted it a few weeks ago in GNUcash 
[20:38] <@mrcoolbp> audioguy: I've reviewed it as well 
[20:38] <+audioguy> Ok. 
[20:38] <+prospectacle> NCommander, true, but to the extent that they represent control, a comparison can be made 
[20:38] <@Bytram> question: just how much does SoylentNews PBC owe the 'original investors', at this pont? 
[20:38] <+TheMightyBuzzard> seriously though. is there issue with issuance of prommisory notes to be revisited in 2-3 months just so we can get this off the ground? 
[20:38] <+NCommander> matt_: but ulitmately, that stock could come do at any point when the stockholders sell 
[20:38] * NCommander is for the promisory note 
[20:38] <+NCommander> If we default, well, we're kinda fucked all around anyway 
[20:38] <+TheMightyBuzzard> if you default you issue another 
[20:39] <+TheMightyBuzzard> don't specify the means of payment 
[20:39] * NCommander is mulling 
[20:39] * Bytram sips mulled cider 
[20:39] <+TheMightyBuzzard> could be stock, bonds, another promisory note, beer. 
[20:39] <+NCommander> matt_: could we simply issue stock to the board itself, and hold it in reserve until we can figure this out once and for all? 
[20:39] <@matt_> TheMightyBuzzard, i think it would basically amount to a donation, if the proissory note isn't really expected to be repaid 
[20:39] <+juggs> nah, just issue some more promisary notes - seems to work for the bankers :) 
[20:39] <@mrcoolbp> guys, I have to go very soon 
[20:39] * NCommander suspects that will create more trouble 
[20:39] <@matt_> NCommander, how would that relate to the transfer of assets? 
[20:39] <+NCommander> mrcoolbp: :-/ 
[20:40] <+NCommander> matt_: more that if we decide that stock is the right option, the board can just transfer is own assets then trying to generate stock at a later date 
[20:40] <+TheMightyBuzzard> matt_, it should be repaid just unclear as to exactly when. so we hopscotch along every 3 months as necessary and as you two are willing to say okay. 
[20:40] * NCommander is still object to issuing stock at all, but is trying to be part of the solution 
[20:41] <@Bytram> NCommander: stock looks to be a 'necessary evil', according to what matt_ wrote, to keep the board 'in check'? 
[20:41] <@matt_> NCommander, i think the bigger issue is having a mechanism to hold the board accountable to the public benefit purpose of the corp. 
[20:41] <+audioguy> I still think stock should be issued more broadly, for more than just monetary contributions. 
[20:41] <+TheMightyBuzzard> it's debt, yes, but if you two are untrustworthy right now we're kinda screwed anyway 
[20:41] * NCommander agrees w/ audioguy's point 
[20:42] <+NCommander> matt_: but there are other mechanisms available to that end 
[20:42] <@matt_> such as? 
[20:42] <+audioguy> I amm just not comfortable with the same tow people having all the stock and a majority on the board. 
[20:42] <+NCommander> ones that don't leave us with a potential permament watchdog 
[20:42] <@Bytram> audioguy++ some folks have contributed no *cash*, but in sweat equity at going rates, something worth a lot of $$ 
[20:42] <Bender> karma - audioguy: 11 
[20:42] <+prospectacle> Can stock be made non-transferrable (i.e. "we can buy it back but you can't sell it to your friend")? 
[20:42] <+TheMightyBuzzard> prospectacle, that was a given 
[20:43] <+prospectacle> good 
[20:43] <@matt_> prospectacle, according to our bylaws, the board must approve any transfer of stock. 
[20:43] <@mrcoolbp> that is already the case 
[20:43] <+NCommander> matt_: define a set of electors for the board, perhaps from subscription members, who can call for a vote of no-confidence 
[20:43] <@Bytram> prospectacle: According to the bylaws, the PBC has right of first refusal. IIRC. 
[20:43] <@mrcoolbp> well what matt_ said 
[20:43] <+audioguy> paulej72 never seems to sleep, at his rate his contributions would probably be in 10s of thousands by now. 
[20:43] <@Bytram> zactly 
[20:43] <@matt_> NCommander, even if it adopted such a rule, the board could change it at will. 
[20:43] <@Bytram> then there's the editors 
[20:43] <+NCommander> matt_: and the board can issue more stock at will 
[20:44] <@matt_> please note that stock != money. 
[20:44] <@matt_> as in, you can't buy food with it :) 
[20:44] <+NCommander> We're talking about oversight here 
[20:44] <+audioguy> it is power. 
[20:45] <@matt_> NCommander, the point being that if the board adopts a rule to restrict its activities, it can always rescind that rule if there are no stockholders. 
[20:45] <@Bytram> yeah, we kind of slid over here from the discussion on how to repay the original $$ investments. 
[20:45] * NCommander fires a cannon to get back on topic 
[20:45] <@matt_> Bytram, the two are pretty linked, though. 
[20:45] == LaminatorX [~63163961@22-50-35-25.lightspeed.stlsmo.sbcglobal.net] has quit [Ping timeout: 244 seconds] 
[20:45] <+prospectacle> Can/should you have a hard limit of # stock-per-person, to minimise the risk of domination? 
[20:45] <@Bytram> yup 
[20:45] <+NCommander> matt_: the flip side of that coin though is you have board-only NFPs which don't (and can't) have stock holders. 
[20:45] <@Bytram> (ugh. yup was directed at matt_ ) 
[20:46] <@mrcoolbp> matt_ NCommander: I'll need to leave in a few minutes, I'm guessing we're not near a vote on this 
[20:46] <@matt_> NCommander, and they can't take advantage of capital markets. 
[20:46] <@mrcoolbp> I'm happy if y'all continue discussion, but I'm going to ask that no more votes be held 
[20:46] <+NCommander> mrcoolbp: fair enough 
[20:46] <@matt_> mrcoolbp, ok. 
[20:46] <+NCommander> matt_: are we planning to do that? 
[20:47] <+TheMightyBuzzard> board gents, you lot need to decide something soonest. not deciding alone can sink the site. 
[20:47] <@Bytram> mrcoolbp++ thank-you for your contributions here, in the swag store, and everything! 
[20:47] <Bender> karma - mrcoolbp: 9 
[20:47] * NCommander would prefer to opreate as an NFP until the point we have assets to actually incorporate one as an umbrella 
[20:47] <@matt_> basically, that's what issuing stock would mean. in other words, if we were a nonprofit, we wouldn't have the option of issuing stock to avoid debt. 
[20:48] <+NCommander> And in that nonprofit world, what would be the correct way to handle this situation? 
[20:48] <+juggs> All I am seeing here is circular discussions. I move to table this discussion with an action on ~someone~ to come up with a better topic than "What mechanism should we use to transfer important assets (accounts, domains, database, other rights, etc.) to the corporation?". i.e. Present the realistic options and discuss those. Otherwise this discussion will go on forever with no tangible outcome. 
[20:48] * NCommander is asking 
[20:48] <+NCommander> juggs: welcome to the last two rounds of this -_-; 
[20:48] <@matt_> juggs, so, that was the purpose of the wiki page :/ 
[20:48] <@matt_> which didn't generate much discussion... 
[20:48] <@matt_> http://wiki.soylentnews.org/wiki/Mechanisms_for_the_Transfer_of_Assets_to_SoylentNews_PBC 
[20:49] <+NCommander> matt_: I thought you were still editing it 
[20:49] <@matt_> it's been complete for a few days now. 
[20:49] <+NCommander> ... oops 
[20:49] <+NCommander> My bad 
[20:49] <+audioguy> I suugest that at least each board member come uop with a specific proposal, in detail on how to solve this, along with amy staff that wants to submit one. 
[20:49] * NCommander agrees w/ audioguy and will do that 
[20:49] <+NCommander> I thikn matt_'s position is pretyt well known :-) 
[20:50] <@mrcoolbp> I'm for the promisory note thing with an ammendum to look into some means of oversight (though he already considers the board oversight) 
[20:50] <+audioguy> matt_: already listed some options, though somewhat vaguely. I am talking specific that can actually voted on. 
[20:50] <+NCommander> We did vote at the last meeting if we couldn't resolve it, it would go to the community to decide 
[20:50] <@mrcoolbp> ^^^^^^^^^^ 
[20:50] <+audioguy> This hard shit :-) 
[20:50] <@matt_> on last monday ^^^^^^^^^^^^^ 
[20:50] <+NCommander> Ok 
[20:51] <+NCommander> I'll take an action item to write up a realistic alternative 
[20:51] <+NCommander> mrcoolbp: you're welcome to join in with your own, else not 
[20:51] * juggs applies short circuit to this item 
[20:51] <@Bytram> unless I missed something, is a promissory note still a viable way to handle the issue of repayment to the 'founders' for their investments? (perhaps as some precentage of net income from subscripions and swag) 
[20:51] <@matt_> audioguy, i circulated detailed docs to NC and mrcoolbp several weeks ago. 
[20:51] <+NCommander> On Friday, we'll do a brief meeting on this topic alone to see if we can unstick ourselves 
[20:51] <+NCommander> If not, it goes to the community 
[20:51] <@Bytram> that would get one aspect behind us, and then we could discuss governing concerns 
[20:51] <+NCommander> Objections? 
[20:52] <@matt_> NCommander, i suggest that the proposal be focused on only the following item: accountability of the board. 
[20:52] <@mrcoolbp> NCommander: can't do friday, I can do tomorrow 
[20:52] <@matt_> we can deal with any reimbursement later. 
[20:52] <+NCommander> Seconded 
[20:52] <+NCommander> matt_: ok, that's perfectly fine by me 
[20:52] <@Bytram> I work late on friday (and saturday) 
[20:52] <+NCommander> matt_: on the terms of repayment only, would you be ok with a promisary note? 
[20:52] <+NCommander> or more specifically 
[20:52] <+NCommander> Would it be a viable option 
[20:53] * mrcoolbp get's ready to leave 
[20:53] <+NCommander> mrcoolbp: ok, lets bring this up tomorrow ~approx same time 
[20:53] <+NCommander> See if we can unstick this without causing community drama 
[20:53] <@mrcoolbp> sure! 
[20:53] <@matt_> NCommander, frankly, depending on what the community wants to do about the accountability issue, i might prefer to just donate. 
[20:53] <+NCommander> Else we bring it to the community 
[20:53] <+NCommander> matt_: I'll do the same 
[20:53] <+NCommander> Well, whatever happens, we do it together 
[20:54] <@matt_> ok. now, who's ready for a staff meeting? =) 
[20:54] <+NCommander> Hold on 
[20:54] <@mrcoolbp> NCommander: do we need to vote to solidify that action item? 
[20:54] <@mrcoolbp> of NOt going to the community yet 
[20:54] <+juggs> Right - so whois taking what actions from that item? 
[20:54] <@Bytram> ^^^ 
[20:54] <+NCommander> Vote to enact NCommander's discussed plan above? 
[20:54] <+NCommander> Action: NCommander to come up with proposals for oversight 
[20:55] <+NCommander> Action: NCommander to come up w/ proposals for reimbursement 
[20:55] <+juggs> By tomorrow apparently 
[20:55] <+NCommander> Action: The board reconvienes tomorrow ~approximately same time to discuss and vote on this issue 
[20:55] <+NCommander> juggs: you haven't seen me write 
[20:55] <@mrcoolbp> ROFL 
[20:55] <+juggs> yes I have 
[20:55] <@mrcoolbp> it's a sight to behold in person though 
[20:55] == LaminatorX [~470ab0b6@23-00-716-777.dhcp.stls.mo.charter.com] has joined #staff 
[20:55] <+NCommander> juggs: you haven't see the SPEED at which I write 
 [20:55] <+NCommander> I'll put it on chillax, and on staff mailing lists 
[20:56] <+NCommander> Ok, let's get a vote on this 
[20:56] <+NCommander> Aye 
[20:56] <@matt_> Aye! 
[20:56] <+juggs> And it is copious. Which means others will not have time to absorb your output in time 
[20:56] <+NCommander> I'll set a word limit 
[20:56] <+NCommander> :-P 
[20:56] <+NCommander> Action carries 
[20:56] <+NCommander> Vote to end board meeting: 
[20:56] <@matt_> Aye! 
[20:56] <+juggs> NAH! 
[20:56] * NCommander notes we didn't get to communication of board times 
[20:56] <+NCommander> Aye 
[20:56] <@matt_> oops. 
[20:56] <+juggs> ISSUE 6 
[20:56] <@Bytram> one last thing if I may? 
[20:56] <+NCommander> Bytram: go for it 
[20:57] <+NCommander> matt_: I think this can be handled as a staff meeting thing, and the board just photocopies it :-) 
[20:57] * NCommander notes the issue is the same on boath 
[20:57] <@Bytram> in the future set *separate* dates for board meetings from the staff meetings? please!? 
[20:57] <+NCommander> Bytram: Alright 
[20:57] <@Bytram> thanks! 
[20:57] * NCommander officially closes the board meeting 

[[Category:Board of Directors meetings]]

Board of Directors Meeting - August 21 2014

2014-08-26T23:38:56Z

BlackHole: Protected "Board of Directors Meeting - August 21 2014" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

[19:05] <+Bytram> anyone here for the staff meeting? 
[19:05] <+Bytram> NCommander: ^^ 
[19:05] <+Bytram> mrcoolbp: ^^ 
[19:05] <+Bytram> matt_: ^^ 
[19:05] <+matt_> i'm here. 
[19:06] <+Bytram> matt_: i! 
[19:06] <@mrcoolbp> I'm here 
[19:06] * NCommander is here 
[19:06] <+Bytram> matt_: hi! 
[19:06] <@mrcoolbp> yay 
[19:06] * NCommander just demolished a pizza nd is feeling fat 
[19:06] <+Bytram> hi everyone! 
[19:06] <+Bytram> looks like we have quorum? All present and accounted for. 
[19:06] <@mrcoolbp> matt_ saw your email a few minutes ago 
[19:06] <+matt_> mrcoolbp, kewl! 
[19:07] * Bytram checks email 
[19:07] <@mrcoolbp> For those that didn't, it suggested apointing a special memeber of the board that could veto the board's decision on behalf of the community 
[19:07] <@mrcoolbp> however 
[19:07] <@mrcoolbp> while that's a really cool idea and I think we should look into it 
[19:07] <@mrcoolbp> it doesn't solve the issue of "permanent" control by stockholders 
[19:08] <@mrcoolbp> that being said, I'd really like to get this thing settled ASAP 
[19:08] <+matt_> mrcoolbp, it's true, the idea there was to have an elected community advocate, and unelected stockholders... 
[19:08] <+Bytram> mrcoolbp: thanks for the summary! 
[19:08] <@mrcoolbp> no prob 
[19:09] <+matt_> Bytram, to expand on mrcoolbp's summary: 
[19:09] <+Bytram> so, would someone like to pose the agenda for tonight's meeting? 
[19:09] <+Bytram> matt_: oops, go ahead 
[19:10] <+Bytram> .op 
[19:10] == mode/#staff [+o Bytram] by juggler 
[19:10] == Bytram changed the topic of #staff to: Board meeting currently in progress 
[19:10] <+matt_> I suggested that we could do the following 3 things at the same time to address the board-accountability issue brought up yesterday: 
[19:10] <+matt_> 1. increase the size of the board from 3 members to 5 members. 
[19:10] <+matt_> 2. appoint a "Community Advocate" who could veto board actions on behalf of the community. 
[19:11] <+matt_> 3. issue stock to NC and myself, as previously proposed, to serve as a check on the the board and community advocate. 
[19:11] <+matt_> basically, that's it in a nutshell. 
[19:12] <@Bytram> matt_: thanks for that. 
[19:12] <@mrcoolbp> NCommander: honestly, the more we discuss it, the closer I'm leaning to approving the issuance of stock 
[19:12] <@Bytram> questions/discussion? 
[19:12] <@mrcoolbp> NCommander: would you enumerate you concerns with it specifically for us one more time? 
[19:12] == xunie-laptop [~xunie@2001:981:9b5e:j:lhzl:hoog:tjs:xyis] has joined #staff 
[19:13] <@mrcoolbp> .voice bryan 
[19:13] == mode/#staff [+v bryan] by juggler 
[19:13] <+NCommander> mrcoolbp, indeed 
[19:13] <@mrcoolbp> thanks 
[19:14] == Lagg [~anthony@2600:3c01::ygvs:jmhl:otmp:nsgw] has joined #staff 
[19:15] * mrcoolbp hopes NCommander didn't silently DC again 
[19:15] <+NCommander> My main concern is we're getting a de facto permanent overseer for the board, who has nothing to control or restrain them; since the board can not force a buyback, it is possible that any overseer is there indefinitely. Right now, we might be fine, but there is the possibility that I could go mad and then the future board is stuck w/ me forever 
[19:16] <@mrcoolbp> sounds about right 
[19:16] <@mrcoolbp> okay 
[19:16] <+NCommander> This is further compounded by the fact that both matt_ and myself are on the board as of right now, destablizing the board 
[19:16] <+NCommander> Since in effect we weild more power than the rest 
[19:16] <@mrcoolbp> I think that is a concern 
[19:16] <+matt_> thus the idea of simultaneously increasing the size of the board... 
[19:16] <@mrcoolbp> but I'm honestly less worried about the previous point 
[19:16] <+NCommander> In addition, we're only taking in account fiscial contributions to the site, and not "effort" 
[19:16] <@Bytram> ^^^ 
[19:17] <@Bytram> in reading your summary, I wonder if the solution may be hidden within "since the board can not force a buyback" 
[19:17] <@Bytram> is there some opportunity it modifiying the bylaws to address that, and, if so, do we want to? 
[19:18] <+matt_> Bytram, if the board can eliminate its overseers, it has no oversight... 
[19:18] <@mrcoolbp> NCommander: I think we still plan to try to pay the staff something for their time, but as you two have actually put hundreds-thousands of dollars in, the situation is a little different 
[19:18] <@Bytram> matt_: good point. 
[19:19] <+NCommander> The problem is sometimes the watchdog is wrong though 
[19:19] <@mrcoolbp> NCommander is it better without one? 
[19:19] <@Bytram> matt_: so, does that mean it is not a problem that the board cannot force a buyback of shares 
[19:19] <+matt_> NCommander, also why both watchdogs have to agree :) 
[19:19] <@Bytram> iow, can we strike that as a concern and narrow our focus? 
[19:19] <@mrcoolbp> Bytram ^ matter of opinion 
[19:19] <+NCommander> As a note, the board can negate watchdogs merely by issuing additional stock 
[19:19] <+juggs> is it legally possible to get to a state where there effectively are no share / stockholders? i.e. the corp buys back all shares and all board members are simply that 
[19:19] <@mrcoolbp> and a point of contention 
[19:20] <+NCommander> juggs, that's legally what we are now 
[19:20] <+juggs> true 
[19:20] <@mrcoolbp> juggs: and that is still a possibilty if they actually agree to sell the stock back to us 
[19:20] <@mrcoolbp> "if" though 
[19:20] <+NCommander> I have to think in worse case scenarios 
[19:20] <+NCommander> That might not be until years from now 
[19:20] <+matt_> juggs, yes, but i think that's a bad situation, as there is then no one to make the board adhere to our purpose of engaging in and promoting free and open journalism... 
[19:21] <+matt_> juggs, basically, the board could turn SN into something completely different. 
[19:21] <@mrcoolbp> except the relatively benevolant board memebers 
[19:21] <+juggs> don't the byelaws or articles of incorporation or w/e provide a way to enforce the mission? 
[19:21] <@mrcoolbp> matt: couldn't the stockholders also do that? 
[19:21] <@Bytram> NCommander: agreed. though things are fine with the current "occupants"... we need to prepare for less benevolent "participants". 
[19:21] <+matt_> juggs, both can be amended/replaced by the board if there are no stockholders :) 
[19:21] <+juggs> ugh 
[19:22] <+NCommander> Ulitamtely, I keep going back to the not-for-profit model 
[19:22] <+NCommander> Where its a self-appointing board in 9 of 10 organizaitons 
[19:22] <@mrcoolbp> are there cases of NFPs having stockholders? 
[19:22] <+NCommander> mrcoolbp, no, by definition there can't be 
[19:22] <+matt_> mrcoolbp, both stockholders would have to agree, and presumably get others to go along with them unless they planned on running everything themselves. 
[19:22] == Lagg [~anthony@2600:3c01::ygvs:jmhl:otmp:nsgw] has left #staff [] 
[19:22] <+NCommander> At best, a NFP might have members which elect the board, but the vast majority don't do that 
[19:23] <+NCommander> I.e., wikimedia foundation, the EFF 
[19:23] * mrcoolbp is torn between agreeing with both matt_ and NCommander at the same time 
[19:23] <+NCommander> Just to name two off the top of my head 
[19:23] <@Bytram> NCommander: thought experiment.. 
[19:23] * NCommander notes that having aparent NFP in the future will be our "permament" oversight 
[19:23] <@Bytram> atm there are just two stockholders. 
[19:24] <@mrcoolbp> (will be but yes) 
[19:24] <@mrcoolbp> it's proposed 
[19:24] <+NCommander> mrcoolbp, maybe we need to take it from proposed, and set a realistic timetable to formation 
[19:24] <@Bytram> if we had, say, 10 (or 20), it would be harder for any one individual to 'run the whole show' 
[19:24] <+matt_> #define 'run the whole show' 
[19:25] <@Bytram> ummm 
[19:25] <+NCommander> In my "perfect" world, the B corp would issue shares to the NFP, who's board acts as the SAN check for the B-corp board 
[19:25] <@Bytram> matt_: meta term to define the problem we are trying to avoid? 
[19:25] <+NCommander> But, even in that case, you're in exactly the same situation, since what forces the NFP board to do the right thing 
[19:25] <+matt_> the issue is that without stockholders, we basically lose the benefit of being a B corp. we are effectively a normal for-profit right now, as there is nothing making the board adhere to the public benefit purpose... 
[19:26] * NCommander mulls 
[19:26] <@Bytram> off-the-wall thought... 
[19:26] <+NCommander> The problem can be defined in a single sentence 
[19:26] <+NCommander> "Who watches the watchmen?" 
[19:27] <@Bytram> issue a share to each subscriber? 
[19:27] * NCommander *really* dislikes the idea of money == power 
[19:27] <+matt_> Bytram, i doubt that the US securities and exchange commission would like that :) 
[19:27] <@Bytram> same here, but trying to think ouside the box 
[19:28] <+juggs> NCommander, then who watches the watchmen? Who watches the watchmen's watchers etc... 
[19:28] <+NCommander> matt_, the B corp was something of a stopgap because NFP incorporation was going to be difficult. YOu're right, without share holders, there is nothing keeping us in line 
[19:28] <@Bytram> the general idea I'm trying to express is to provide a means to *dilute* the power of any one person on the board. 
[19:28] <+NCommander> But if we go EVIL, the community is going to bug out 
[19:28] <@Bytram> there' 
[19:28] <@mrcoolbp> and your stock will be worthless NCommander 
[19:28] <+matt_> mrcoolbp, exactly :) 
[19:28] <@Bytram> there's that; there's a built-in negative feedback loop! 
[19:28] <+NCommander> Worse than worthless, I would have TP more valuable :-P 
[19:29] <@mrcoolbp> NCommander: you're incentivised to do the right thing 
[19:29] <+NCommander> though for me, its not a matter of worse 
[19:29] <+NCommander> er 
[19:29] <+NCommander> WORTH 
[19:29] <@Bytram> mrcoolbp++ 
[19:29] <+juggs> TP? 
[19:29] <+NCommander> >.>; 
[19:29] <+NCommander> juggs, toliet paper 
[19:29] <+juggs> k 
[19:29] <+NCommander> Its a futurama reference 
[19:30] <@Bytram> mrcoolbp: so, although *technically* NCommander or matt_ could go mad and run rough-shod over the community's wishes, it's in their best interests to do what is right for community. 
[19:31] <@Bytram> else, the community will ork the code, and start their *own* site... just like we did. 
[19:31] <@Bytram> s/ork/fork/ 
[19:31] <@mrcoolbp> I think NCommander's argument that makes the most sense is something like: If members of the board takes crazy pills, we can elect new memebers, but if the stockholders do, there's no recourse 
[19:31] <+matt_> Bytram, that, and also, we would both have to go mad at the same time, since neither would have >50% :) 
[19:32] <@mrcoolbp> IMO that is a huge if, and one I'm willing to live with, having met both of you two 
[19:32] <+juggs> Bytram, provided they are solely financially motivated. In going mad they could just decide to torch the place on the way out the door. 
[19:32] <+NCommander> ^- what juggs said 
[19:32] <+NCommander> I remember Jon 
[19:32] <@Bytram> mrcoolbp: so we are most of the way there, we just need to find a way to keep >50% of the stockholders from going crazy at the same time? 
[19:32] <@mrcoolbp> that would be ideal, yes. 
[19:32] * NCommander is chewing on his lip 
[19:32] <+NCommander> I'm NOT happy with the situation 
[19:32] <+NCommander> But 
[19:33] <+NCommander> I'm debating ACKing it, with the condition that the board focuses on incorporiating a parent NFP ASAP 
[19:33] <@paulej72> If we had 4 stock holders it would be harder to have more than 1/2 go carazy at the same time 
[19:33] <@Bytram> atm NCommander has 50% and matt_ has 50% right 
[19:33] <@mrcoolbp> no 
[19:33] <@mrcoolbp> that is also a "proposed" action 
[19:33] <@Bytram> what if we issued more stock so as to dilute their ownership so that *together* they owned < 50% 
[19:34] <+matt_> Bytram, then the stockholders would be unable to hold the board accountable. 
[19:34] <+NCommander> Bytram, this is the add gas to a fire argument I've brought up 
[19:34] <+NCommander> Oh, as a side note 
[19:34] <@mrcoolbp> paulej72: I like that idea, but it would give the organization more debt in a sense to buy back 
[19:34] <+NCommander> I'm competely for expanding the board 
[19:34] <@Bytram> matt_: I disagree. I think. 
[19:34] <+NCommander> Not sure if I voiced that 
[19:35] <@mrcoolbp> I am too 
[19:35] <@mrcoolbp> I have two nominations actually 
[19:35] <+NCommander> So, one thing we need to be SLIGHTLY careful of 
[19:35] <+matt_> NCommander, me too, although i strongly feel that we should have a solution to this issue either first or at the same time as expanding the board... 
[19:35] <@mrcoolbp> but I'm not sure what "positions they would be" 
[19:35] <+NCommander> If memory serves, the COI allows us to issue 100,000 shares totally 
[19:35] <+NCommander> matt_, indeed 
[19:35] <@Bytram> if the stockholders think the board is doing 'the right thing' there's no problem; and ifthe stockholders think there's a problem, it'll take some work, but enough of them can get tgether and force the board to 'do the right thing'. right? 
[19:35] <+NCommander> We need to make sure at least 51% remains unallocated for NFP buyout :-P 
[19:35] <+matt_> NCommander, it's 1,000,000, actually. 
[19:35] <+audioguy> I have two core problems with the proposal - too few board mebers and stock based solely on financial contributions. And I might add, if stock has been based upon money contributions, offers by others on staff has been con sistently refused, so there was no option for others to participate in this way. 
[19:36] <+NCommander> matt_, so 500,001 shares need to not be allocated :-) 
[19:36] <@Bytram> audioguy++ 
[19:36] <+matt_> NCommander, keep in mind that the NFP could also buy shares from current stockholders, but yes, it's a good idea too. 
[19:36] <+NCommander> audioguy makes a fair point 
[19:36] <+NCommander> I turned down the hat in an effort to keep things self-contained 
[19:37] * NCommander actually forgot about that >.>; 
[19:37] <@mrcoolbp> true 
[19:37] * Bytram recalls many offers of monetary support 
[19:37] <+NCommander> I do too 
[19:37] <+NCommander> Mostly a matter of not complicating ownership issues >.>; 
[19:37] <@Bytram> with a consistent responsetat money could *not* be accepted as a NF until the legal docs were in order. 
[19:37] <+NCommander> (that may have backfired in hindsight) 
[19:38] <@Bytram> NCommander: but a valiant and noble effort, nonetheless =) 
[19:38] <+NCommander> I wish I had a time machine 
[19:38] <+NCommander> Though if I had a time machine, becoming the richest person on earth would be trivial 
[19:38] * mrcoolbp runs around in circles chasing this conversation 
[19:38] <+audioguy> So open it up when the stock is issued. 
[19:39] * NCommander mulls 
[19:39] <@Bytram> hmmm 
[19:39] <+NCommander> At least in the short term I don't think anyone gong mad 
[19:39] <@Bytram> it'll come up at some point... 
[19:39] <+NCommander> What Bytram said 
[19:39] <+NCommander> There's another aspect to take in account 
[19:39] <+NCommander> What happens if the stockholders force a board change 
[19:39] <@Bytram> what about the folks who came, did a boat load of work, and have stepped away or whatever reason... and then want to come back and get 'part of the pie' 
[19:40] <+matt_> NCommanders, then the board changes. if the board was trying to beta the community, this is a good thing! 
[19:40] <+NCommander> The only recourse stockholders have to vote someone out 
[19:40] <@Bytram> based on time and effort. 
[19:40] <@mrcoolbp> Bytram: they are S.O.L. for job abandonment? 
[19:40] <+NCommander> matt_, right, but unless its something clear cut, the SS Dramatrain is going to leave 
[19:40] <+matt_> NCommander, which is why it is very important that the stockholders be very soothing individuals :) 
[19:40] * NCommander looks around 
[19:40] <@Bytram> mrcoolbp: I'm not advocating for them, just noting that it most likely *will* come up, and we need to be prepared. 
[19:41] <+NCommander> YOu got more potential stockholders to propose? 
[19:41] * NCommander ducks 
[19:42] <+NCommander> Bytram, that's an argument against, aka, the pandora's box argument 
[19:42] <@Bytram> NCommander: not *against* per se, just something to be mindful of so we aren't caught blind-sided and can be prepared ahead of time. that's all. 
[19:44] <@Bytram> I think, though a bit rough, is summed up quite well by mrcoolbp: "they are S.O.L. for job abandonment?" 
[19:44] <@mrcoolbp> audioguy: I'm afraid if we start issuing stock to other memebers of staff, it's all or nothing, and it has to be equal amounts 
[19:44] <@mrcoolbp> that would be very complicated 
[19:44] <@mrcoolbp> (though I totally see your point) 
[19:45] <+audioguy> I don't see why a few shares is much noire complicated than two 
[19:45] <+NCommander> I think we're all agreed some form of oversight here 
[19:45] * Bytram has *not* been keeping track of the amount of time he put into the site; suspects most others are in the same boat. 
[19:45] <+NCommander> But part of me wonders if we're putting the cart before the horse 
[19:45] <+NCommander> Ulitmately, none of us are getting paid right now, there isn't a financal incentive right now to be evil 
[19:46] <+NCommander> If as a more-sooner objective we bootstrap the NFP and use THAT for oversight 
[19:46] <+NCommander> I can't help but see that as the correct and fair solution 
[19:46] <@mrcoolbp> NCommander: that will require funding though. 
[19:46] <@mrcoolbp> that's why we skipped it in the first place 
[19:46] <+NCommander> mrcoolbp, right, but now we have a way to raise money 
[19:46] <@mrcoolbp> but this is what is holding us back from making money 
[19:47] <@Bytram> NCommander: I'm missing something here. that sounds to me a lot like: kick the can down the road. 
[19:48] <+NCommander> Bytram, that's essentially what Im saying at this point 
[19:48] <+juggs> NCommander, matt_ - what would be the ballpark costs / effort to stand the NFP up? 
[19:48] <+NCommander> juggs, it was basically determined we'd need a lawyer not to step on landmines 
[19:48] <+matt_> juggs, ^^ 
[19:48] <+NCommander> Now, as a B-corp owned by a NFP though, it does sidestep a lot of the painw e had 
[19:48] <+juggs> I'll take that to mean pricey then. 
[19:49] <@mrcoolbp> aye 
[19:49] <+matt_> it costs a lot of money to non-profit. 
[19:49] <@mrcoolbp> heh 
[19:49] <@Bytram> juggs: and hence the problem... we need some money to get a lawyer to help s set up the rules so that we can get some money. =) 
[19:49] <@Bytram> hmmm 
[19:50] <@Bytram> juggs: and hence the problem... we need some money to get a lawyer to help us set up the NFP correctly so that we can get some money to pay for the lawyer. =) 
[19:50] * mrcoolbp throws an egg at the chicken 
[19:50] <@Bytram> and, oh by the way, now have a NFP in place. 
[19:50] <@Bytram> is that about right? 
[19:50] <@mrcoolbp> more or less 
[19:50] * Bytram ignores the governing issue atm 
[19:51] <+juggs> isn't the entire topic of this meeting Bytram ? 
[19:51] <@Bytram> mrcoolbp: you missed. it's on the other side of the road. 
[19:52] <@mrcoolbp> juggs: kinda, we are evaluating methods for transfer of Tangible and intangible property to the B-Corp 
[19:52] <@mrcoolbp> some of those introduce "interesting" governance issues 
[19:52] <@Bytram> mrcoolbp: exactly. 
[19:52] <+juggs> we need a lawyer :D xD 
[19:53] <+matt_> mrcoolbp, i would say we're evaluating methods for governance/accountability, and some of those have interesting features of eliminating debt :) 
[19:53] <@mrcoolbp> sure. 
[19:53] <@Bytram> matt_++ nice summation! 
[19:54] <@mrcoolbp> Well, from my perspective, one things for sure, we are a unique organization 
[19:54] <@Bytram> so, if [enough of] the board goes mad, the users revolt, fork the code, and go play elsewhere leaving the board with nothing. 
[19:54] <@Bytram> if the board stays sane, then not a problem. 
[19:54] <+NCommander> Bytram, you still spliter the community when you do that 
[19:54] <+juggs> mrcoolbp, I doubt we are unique 
[19:54] <@Bytram> true. 
[19:54] <+NCommander> Ulitamtely, I'd like to put the board ejection switch in the hands of the community 
[19:55] <@Bytram> NCommander: hmmmm 
[19:55] <@Bytram> we've been talking with a US-flavored view of governance... 
[19:55] <+juggs> NCommander, does the issuance of stock nix that option? 
[19:55] <@Bytram> what about the concept of a more 'parliamentary' form of govt... vote of no-confidence. can that help in any way? 
[19:56] <+NCommander> We could create a true community oversight position on the board 
[19:56] <+NCommander> BUT 
[19:56] <+NCommander> The board cna change its own bylaws 
[19:56] <@mrcoolbp> juggs: kinda 
[19:56] == rand [~rand@cea-547.64-463-42.nts-online.net] has joined #staff 
[19:57] <+matt_> NCommander, exactly, unless there is a mechanism to overrule them in such extreme cases. 
[19:57] <@mrcoolbp> NCommander: not if the community oversight person vetoes that 
[19:57] <@Bytram> then we just take *your* ball and go home... that's how we got here in the first place! 
[19:57] <+audioguy> Does anyone disagree we need more board members? 
[19:57] <+matt_> mrcoolbp, but the board could just fire the community oversight person :) 
[19:57] <@mrcoolbp> oh = ( 
[19:58] <@mrcoolbp> audioguy: I don't think anyone disagrees with that. I'd like to move towards 5 memebers 
[19:58] <@Bytram> audioguy: we only have 3 board members atm, right? what if we had, say, 7 or 9 board members. 
[19:58] <+matt_> audioguy, so, the only issue there is that we seem to have a little difficulty getting three people to agree... 
[19:58] <@mrcoolbp> Bytram, 9 seems like a lot, I'd rather give up my seat then have that many 
[19:58] <@Bytram> as the numbers go up, though, it makes it much harder to agree 
[19:58] <@Bytram> I'd prefer to keep it down to 5-7. 
[19:58] <+matt_> audioguy, it seems to me that it would be good to get the basic structures of governance set up, and then immediately expand the board. 
[19:58] <+audioguy> 5-7 works. 
[19:59] <+matt_> yeah, 5-7 seems rational. 
[19:59] <+audioguy> Proposed, curent board adds 1, community elects 2 
[19:59] <@Bytram> so, can we just work with the assumption (for the time being) that when the time comes, we'll expand the board to 5-7 members? 
[19:59] <@Bytram> I so motion. 
[19:59] <+NCommander> Bytram, I believe that's the flightplan 
[20:00] <+NCommander> I think we're expanding to five, and then playing it by ear 
[20:00] <@mrcoolbp> I'm on board with that <g> 
[20:00] <+NCommander> Too big a board, and we fall on our own weight 
[20:00] <@Bytram> NCommander: agreed. 
[20:00] <+NCommander> Too small, and we get in a situation where one person playing tiebreaker 
[20:00] <+NCommander> i.e., mrcoolbp 
[20:00] * mrcoolbp pulls hair out and eats it 
[20:00] * Bytram saw his cat do that 
[20:01] <@Bytram> okay. let's go with that for now. 5-7 board members at soonest opportunity. agreed? 
[20:01] <@mrcoolbp> I could agree with that 
[20:01] <+matt_> me too. 
[20:01] <+NCommander> +1 
[20:01] <+NCommander> (or +2-4 in this case) 
[20:02] <@Bytram> okay... from my perspecitve it looks like the board is in unanimous agreement. 
[20:02] <@Bytram> motion carried. =) 
[20:02] <+NCommander> I'd like to get the current question solved though before we do that 
[20:02] <@mrcoolbp> ^^ 
[20:02] <+NCommander> Bytram, there hasn't been an official vote 
[20:03] <@Bytram> NCommander: I just saw three votes for it, no? 
[20:03] <@mrcoolbp> Bytram: we want to solve this issue first 
[20:03] <+NCommander> Bytram, it has to be formally called with the wording of what we're voting for to prevent ambiguity 
[20:03] <+juggs> tacit agreement does not a vote make 
[20:03] <@Bytram> you guys are great! 
[20:03] <+NCommander> Ok, so backing up 
[20:03] <@Bytram> point made! 
[20:03] <+NCommander> I think I see why we're stuck 
[20:03] <+NCommander> Its ulitmately boiling down to ideology 
[20:04] <+NCommander> On how watchdogs should operate 
[20:04] * matt_ looks to the US supreme court for inspiration :) 
[20:04] <+NCommander> I don't trust watchdogs to always be honest or act in the best interests of the community 
[20:04] <+NCommander> Matt does 
[20:04] * NCommander may be oversimplifying but I think thats the gist of it 
[20:05] <+matt_> i think that's a fair assessment, but i would just add that a good watchdog recognizes that his own best interest is inextricably linked with the best interests of those he watches. 
[20:05] <+NCommander> The normal (perhaps only) legal mechanism available to force oversight conforms to matt_'s world model 
[20:05] <+juggs> Perhaps each board member should document their ideas on how they think the governance / oversight should function. Then reconvene to discuss. 
[20:05] == TheMightyLaptop [~TheMighty@Soylent/Staff/Developer/TMB] has joined #staff 
[20:05] == mode/#staff [+v TheMightyLaptop] by juggler 
[20:06] * NCommander is taking the notion of stock at this point less of ownership, and more of a stewardship 
[20:06] <@mrcoolbp> yes 
[20:06] <+NCommander> juggs, I made some progress on it, and got stuck 
[20:06] <@mrcoolbp> NCommander: the stock issuance option isn't perfect, but I'm wondering do we have a better one? 
[20:07] <+NCommander> mrcoolbp, I'm coming to the conclusion of "no" 
[20:07] <@mrcoolbp> = / 
[20:07] <+juggs> NCommander, it's not good if you get stuck expressing your own thoughts on the matter :/ 
[20:07] <+NCommander> At least, not one we could practically implement 
[20:07] <@mrcoolbp> juggs: problem is there are legal limitations 
[20:07] <+NCommander> I think, long term, we need the parent NFP 
[20:07] <@mrcoolbp> juggs: furthermore, non of us have a lot of experience in these matters 
[20:07] <+NCommander> Which then brings oversight closer to my model, or at least a middle ground between me and matt_'s view of the world 
[20:08] <@mrcoolbp> but who overseas the NFP!?!? = P 
[20:08] <+audioguy> issue some of the stock to staff-in-aggregate 
[20:08] <+juggs> mrcoolbp, I was thinking more along the lines of idealisations. Then bash those idealisations to fit with legal possibility. I guess that is what i happening here anyway. I'll shush :) 
[20:09] <@mrcoolbp> your fine 
[20:09] <+matt_> mrcoolbp, actually a valid point :) 
[20:09] <@mrcoolbp> matt_ could you address audioguy's question? 
[20:09] <+NCommander> the members of the NFP? 
[20:09] <@mrcoolbp> matt_ WRT issuing more stock to staff memebers 
[20:09] <+matt_> NCommander, i thought you envisioned a NFP without members? 
[20:10] <+NCommander> matt_, I've been somewhat convinced otherwise by my own arguments on this, and the need for oversight 
[20:10] * Bytram notes: NFP == Not For People 
[20:10] <+NCommander> NFP = Not For Production 
[20:11] * Bytram looks over at Hydrogen and nods knowingly 
[20:11] <+matt_> audioguy, well, i'm not against issuing stock more broadly, but in my view the idea is to avoid concentrating power in the board. 
[20:11] <+NCommander> matt_, a member NFP has issues, I won't deny that, but you're right about oversight. With a B-corp owned by a NFP, the "day-to-day" stuff is handled by those appointed 
[20:11] <+audioguy> the idea is to avoid concentrating power period. :-) 
[20:12] <@mrcoolbp> audioguy and paulej72 have a point, if anyone has "stock" in this organization, it's the people that have been working tirelessly on this project for 6 months in their free time. 
[20:12] <+NCommander> the NFP acts as both a long term advisory position, and as a circuit breaker incase we rock off into space 
[20:12] <+matt_> audioguy, in other words, the purpose of _this_ B-corp. is to "engage in and promote free and open journalism...". If the board and/or staff want to do something different, thats fine, but it may require a new entity. 
[20:13] <@Bytram> as I see it, we'ver got two parties, each trying to keep an eye on the other, and if there's less than 50% control, the other one can get out of line... but if you fix *that*, then the *other* party has more than 50% power, and we go around in circles. 
[20:13] <@mrcoolbp> matt_ that doesn't seem to be an arguement against issuing some stock to staff memebers 
[20:13] <+audioguy> Stock, board membership, and holdomg of debt all represent the aquisition of power by individuals. We are deciding now how that is to be apportioned. I would like to see it more spread out. 
[20:13] <+matt_> mrcoolbp, i am thinking of it more like the "stock bits". only the editors need editor bits, so only the editors get editor bits. editor bits aren't a reward for the amount of effort put in, they are a mechanism to enable a specific job to get done effectively. 
[20:14] <@mrcoolbp> matt_ my point is that the people that have not wavered in 6 months, the ones that have put in the hours, are probably the best-suited to "oversee" the mission 
[20:14] <@mrcoolbp> I could be wrong, but that's what I'm seeing them say 
[20:14] <+TheMightyLaptop> plus at even 50/50 split, 100% of parties have to agree to do anything. if staff get stock too only 51% do. 
[20:14] <@mrcoolbp> if the argument for stock is for oversight anyway 
[20:15] <@mrcoolbp> TheMightyLaptop: interesting 
[20:15] <@mrcoolbp> TheMightyLaptop: 
[20:15] <@mrcoolbp> Though we are only talking about a hopefully rare occurence in which the board needs to be overrulled 
[20:15] <@mrcoolbp> (sp) 
[20:15] <+NCommander> ah crud 
[20:15] <+NCommander> brb five minutes 
[20:15] <@Bytram> mrcoolbp++ 
[20:15] <+NCommander> (dealing w/ land lord) 
[20:15] <@mrcoolbp> NCommander: okay 
[20:16] <@Bytram> we've been at this for over an hour... I make a motion for a 5-minute recess. 
[20:16] <@mrcoolbp> I'm in favor 
[20:16] <+matt_> seconded :) 
[20:16] <+TheMightyLaptop> smoke em if you've got em 
[20:16] <@mrcoolbp> --------5 minute rescess---- 
[20:16] <@mrcoolbp> (sp) 
[20:16] <@Bytram> meet back here at 22 minutes past the hour (or so) 
[20:23] <+NCommander> Ok 
[20:23] <+NCommander> I'm back 
[20:23] <@Bytram> I'm seeing a glimmer of a solution. we're trying to handle a black-or-white *worst* case scenario. Like a process that is hogging 100% of the CPU. Instead of look at a 'kill -9' command, we need to have some ways to 'nice' the 'abberant' process. If we have *those* in place and working, we'll never get to the point where we have to pull the kill switch. And the community will help keep us 'nice' -- it' 
[20:23] <@Bytram> s in all our best interests. 
[20:24] <@Bytram> oh, and I'm back. =) 
[20:25] <@mrcoolbp> matt_ we're ready 
[20:25] <+matt_> ...and, back! 
[20:26] * juggs present and correct for more OT comments 
[20:27] <@mrcoolbp> okay, so just as a "shot in dark" what about issuing stock to various staff memebers, what are the down-sides? 
[20:27] <@mrcoolbp> I'm sure there are some 
[20:27] <+TheMightyLaptop> mrcoolbp, ^^ 
[20:27] <+matt_> #define "various staff members" 
[20:27] * NCommander kicks his laptop 
[20:27] <+NCommander> Sorry 
[20:27] <+TheMightyLaptop> less of a hurdle to clear to screw something up with good intentions 
[20:27] * NCommander notes he'd love to expense a new machine -_-; 
[20:28] <@mrcoolbp> okay, well I don't know where we stand at this point 
[20:28] <+matt_> mrcoolbp: [20:14] <+TheMightyLaptop> plus at even 50/50 split, 100% of parties have to agree to do anything. if staff get stock too only 51% do. 
[20:29] <+TheMightyLaptop> that also works as a pro. all depends on the situation. 
[20:29] <+NCommander> mrcoolbp, I'm standing on the ground 
[20:29] <+matt_> NCommander, the board must approve that expense! :) 
[20:29] <@mrcoolbp> yeah, but if there were 4 more people let 
[20:29] <@mrcoolbp> let's say 
[20:29] <+juggs> What would be the position should a staffer choose to leave staff? 
[20:29] <@mrcoolbp> yeah, that would make it complicated 
[20:29] <@mrcoolbp> audioguy: this is all in response to your questions^^^^ 
[20:29] <@Bytram> matt_: that may require a one-by-one enumeration. but for a starting point, those who are now on staff and have been with us from within a month of the site going live until now. 
[20:30] <+TheMightyLaptop> probably 9/10 times they'd want to sell back their stock 
[20:30] <@Bytram> TheMightyBuzzard: and the board has the right of first refusal. 
[20:30] <+matt_> TheMightyLaptop, not when they see what they'd get for it ;) 
[20:30] <@mrcoolbp> TheMightyLaptop: and the board would have to approve that 
[20:30] <@mrcoolbp> I think. 
[20:30] <+juggs> TheMightyLaptop, quite possible. But does the corp have any funds to make the buy back? 
[20:30] <@mrcoolbp> not currently no 
[20:31] <@mrcoolbp> we don't really have many assets 
[20:31] <@mrcoolbp> that's why we're here tonight though. = _ 
[20:31] <+TheMightyLaptop> fairly soon we'll have "some" funds though. 
[20:31] <+matt_> bank account is at ~80USD, i think. 
[20:31] <@mrcoolbp> ^matts money 
[20:31] <@Bytram> matt_: depends on how much a share is 'worth', right? is this where par value comes in? 
[20:31] <@mrcoolbp> yes, but then there's the "valuation" thing that I don't understand 
[20:32] <@Bytram> mrcoolbp: I think that is addressed in the part of the bylaws mentioning an appraisal ???? 
[20:32] <+matt_> Bytram, so "par value" is basically the absolute minimum value. in other words, the corp. doesn't issue stock below the "par value". 
[20:32] <+NCommander> matt_, what happened to 20 dollars? 
[20:32] <+TheMightyLaptop> could be replaced with preferred stock if you're not on the staff/board/nfp but that's another whole bag of worms 
[20:32] <+matt_> NCommander, i think you mean 10 cents? 
[20:33] <+NCommander> matt_, I thought we had $100 USD in the bank account, that's what I have on the ledger 
[20:33] <@Bytram> that rings a bell. 
[20:33] <+matt_> NCommander, oh, you mean the bank account. we spent 15 USD to transfer sylnt.us, i believe. 
[20:33] <@mrcoolbp> ^^^^^^^^ 
[20:33] * Bytram was replying to matt_ 
[20:33] <+NCommander> We need to get a system of making sure our ledgers are up to date 
[20:33] <+NCommander> */discussion for another time* 
[20:34] <@Bytram> it was previously mentioned long ago, that if the need arose, we could go to the community and ask for help in a particular situation. I think that would apply in this case, as well. 
[20:35] <@mrcoolbp> which need? 
[20:35] <@Bytram> we've been up-front about everything all along. Just put out a request that we need $amt to buy back shares (or whatever) and ask for (ugh) donations. 
[20:36] <+matt_> Bytram, we need to register with each US state in which we solicit donations, i believe. 
[20:36] <@Bytram> I was referring to, if the need arose to buy back shares, and we lacked the funds, to post a request to the community. 
[20:36] <+TheMightyLaptop> Bytram, why not just allow the sale of the stock to the folks who would otherwise be donating 
[20:36] <+juggs> Ask people to buy 1000 coffee mugs then :D 
[20:36] <@Bytram> ignore that detail, then, ask the cty to buy swag. 
[20:36] <@Bytram> juggs++ 
[20:36] <+audioguy> The staff-in-aggregate was just one idea. It could be temporry. We could also let people buy in. People could be apporationed shares accoding to contributions, which would be shares which were an asset to the company. The thing is that I think there are many possibke ways to handle this that have not been expored. 
[20:36] <+matt_> TheMightyLaptop, a private sale of equity would require registration with the SEC, and various things, including us verifying that any investors meet accreditation standards, i believe. 
[20:37] <@mrcoolbp> audioguy: we are open to suggestions 
[20:37] <@Bytram> matt_: can the corp allocate shares to staff without a registration? 
[20:37] <@mrcoolbp> yes 
[20:37] <+TheMightyLaptop> matt_, yerk. pass then. 
[20:38] <+audioguy> I gues what I would like to see is the larger board take up this issue. Take a little time to really explore the possiblities. 
[20:38] <+matt_> audioguy, agreed on the exploring as many options as we can come up with. but, i also think that getting away from the notion of "buying" influence was a major part of the issue at hand. 
[20:39] <+NCommander> audioguy, I think the way to think of this is "these are the folks who watch the board" 
[20:39] <+NCommander> I'm not 100% convienced we're not drastically overhtinking this 
[20:39] <+audioguy> But influence is being bought by you and NCommander, in a sense. And by that fact no one lese had thsi opportunity. 
[20:39] <@Bytram> sunshine is the best disinfectant... post ownership stake allocations over time somewhere on the site. 
[20:39] <@mrcoolbp> I wonder if some aren't aware of matt_'s intangible contributions to the project (i.e. consulting on these matters and solely handling the incorporation/bank account etc.) 
[20:40] <+NCommander> what mrcoolbp said 
[20:40] <+NCommander> doesn't negate audioguy's point though 
[20:40] <@mrcoolbp> no 
[20:40] <+matt_> audioguy, note that the amount of $ that we contributed is different, but the proposed idea is for the number of shares to not be different. 
[20:40] <+audioguy> It not about his or NCommanders contributions. 
[20:40] <+matt_> audioguy, in that way, they are really a mechanism to provide oversight. 
[20:40] <+TheMightyLaptop> personally i think it's best to keep it to just the two of them until the NFP can get up and running and own a majority share. 
[20:40] <@mrcoolbp> but I think I'm seeing a notion for some that matt walked in and plumped a few thou down and now he would be able to control everything. 
[20:41] <+audioguy> That is what it looks like if you are not aware of the details. 
[20:41] <@Bytram> I can see how some could see it that way, but based on everything *I* have seen, he's been most patient and generous with his time and talents. 
[20:42] <@Bytram> just drawing up the drafts of the incorporation docs would have cost us some $bignum 
[20:42] <+audioguy> I wish there was a way to completely seprate money from contributions, which is part of why I suggested just issuing regular notes for debt. 
[20:42] <@Bytram> and if done wrong, would have cost even bigger $num to undo. 
[20:42] <@mrcoolbp> AND he's put a lot of money in, and after many conversations with matt_ I'm convinced he's not only benevolent, but he is a fine candidate to oversee this mission 
[20:42] <@Bytram> ^^^ 
[20:42] <@mrcoolbp> I don't think anyone would say that NCommander is any different 
[20:43] <+audioguy> I believe you and NC andhime have met personally, correct? 
[20:43] <@mrcoolbp> correct 
[20:43] <+matt_> on at least 2 occasions. 
[20:43] <@mrcoolbp> yes 
[20:43] <+audioguy> An opportunity no others have had. 
[20:43] <@mrcoolbp> = ( 
[20:43] <@Bytram> having met NCommander and having had some long conversations with him, as well, I have no doubts he's all in for the *community* 
[20:43] <+audioguy> Personal comtacte makes a difference. 
[20:43] <@mrcoolbp> audioguy: come out to boston, I have a spare bed = ) 
[20:43] <@Bytram> I've met NCommander *twice* 
[20:44] <@mrcoolbp> matt_ question: what if SN has enough money rollin' around, and you two want to sell your shares, can you two force that? 
[20:45] <+matt_> mrcoolbp, you mean sell to a 3rd party? 
[20:45] <+audioguy> At any rate, I think broadening the base of power and money are both good. 
[20:45] <@mrcoolbp> matt_ yes, or sell to the Corp 
[20:45] * NCommander has met a fair bit of the community, and will try and meet audioguy when I'm in his neck of the woods 
[20:45] <@Bytram> audioguy: in the widest sense of the term: diversify? 
[20:45] * Bytram knows it's the wrong word, but can't think of any thing better 
[20:46] <@Bytram> hmm, 'dilute'? 
[20:46] <+matt_> mrcoolbp, so the board would need to approve. now, if we both agreed, we could force the issue, which i imagine would cause the board to resign, most likely. 
[20:46] <@paulej72> Ok my question is why are ws planning on issueing 50k shares each to NCommander and Matt if the current vauation is 10 cents the PBC is on the hook for 10K 
[20:46] <+audioguy> Meanig that it uncortable having the same people controlling the board and having all the stock. 
[20:46] <+NCommander> Just a note: I'm here, but just watchng to see how the conversation plays out. 
[20:46] <@mrcoolbp> paulej72: I"m getting to that 
[20:46] <@paulej72> k 
[20:46] <@mrcoolbp> I see two things 
[20:47] <@mrcoolbp> as just mentioned, I'm wondering what the implication of the two super-board memeber seats are... AND... 
[20:47] <+audioguy> uncomfortable :-) 
[20:47] <@mrcoolbp> the other is that if the two people want to keep their power, they have effectively donated a lot of money to the organization, which is a huge benefit for us 
[20:48] <+audioguy> Let other donate too. 
[20:48] <+TheMightyLaptop> yeah, it's dangerous but no more dangerous than what we have now. right now if both proposed holders agree to something, it WILL pass. ditto when they have stock. 
[20:48] <@mrcoolbp> There's the added plus that they happen to be worthy of said power 
[20:48] <@mrcoolbp> imo 
[20:48] <@mrcoolbp> audioguy: maybe you could pay some of the linode bills? 
[20:48] <+juggs> Then are we not back at the impasse of $$ buys influence? 
[20:48] <@mrcoolbp> or pay for a lawyer/cpa? 
[20:48] <@mrcoolbp> juggs: yes 
[20:49] <+audioguy> To me shares mean ownership of the company. I believe others here have earned the right to such a position. 
[20:49] <@mrcoolbp> might be a necessary evil unless matt and NCommander are willing to donate all their assetts AND turn over the power to whatever board gets elected 
[20:49] <@mrcoolbp> in my eyes they are investing in this organation, this vision 
[20:49] * NCommander is, as noted yesterday 
[20:49] <+audioguy> I have offered to buy out matt completely in the past. 
[20:49] <+matt_> audioguy, also, keep in mind that i believe there are a lot of proponents of finding a way to pay staff. 
[20:49] <@mrcoolbp> NCommander: nod 
[20:50] <+audioguy> My offer of financial help still stands (I see not need to buy out matt now) 
[20:50] <@mrcoolbp> matt_ also said he'd be willing, BUT as I just mentioned, you two invest money, and you are incentivised to look after it. That's all I got for now 
[20:50] <+juggs> Maybe that's just the way it has to be mrcoolbp. Unless the US recognises something like a co-operative corporate structure where benefits accrue to all members of a community. I think that is a european concept though. 
[20:50] <+audioguy> What we actuallu have here is not 'stff' in the usual sense fo that word. 
[20:50] <+audioguy> staff 
[20:51] <@mrcoolbp> we are volunteerrs, yes 
[20:51] <@Bytram> audioguy: agreed. 
[20:51] <+audioguy> It is not uncommon even in strictly for profit businesses to give the people involved in a start shares, look at Microsoft. 
[20:51] <@mrcoolbp> we use that word because we have certain privs and powers (and responsibilities) in the day-to-day. It's not like we just decide to show up at a soup kitchen on a tuesday night 
[20:52] <+NCommander> I'd like to make a slight point 
[20:52] <@mrcoolbp> audioguy: but not in NFPs 
[20:52] <@mrcoolbp> NCommander: you have the floor 
[20:52] <+NCommander> I'm not sure I'm confortible with the corporation having an owner 
[20:52] <+NCommander> NFPs by definition don't 
[20:52] <+NCommander> and that's what we would have been if it wasn't for the pain involved in it 
[20:53] <@mrcoolbp> it's what we are modeling, yes 
[20:53] <+NCommander> We might loose the advantages of being a B corporation, but arguably, we did that to show we're on the level. As we discussed in meat space, we could have done all of this as a C corp 
[20:53] <+audioguy> Then perhaps there should be no stock at all. 
[20:54] <+NCommander> audioguy, the stock thing will rear its head again, but thats the way we legally sell ourselves to a NFP :-) 
[20:54] <+NCommander> */2 cents* 
[20:54] <+matt_> audioguy, my main argument against that is that we lose the benefit of being a public benefit corp. 
[20:54] <+matt_> since there is no mechanism to require the board to adhere to our public benefit purpose. 
[20:54] <+audioguy> Then there MUST be an owner to sell. Can there nit be an aggregate owner? 
[20:55] <+TheMightyLaptop> NCommander, don't sell to an nfp, do a stock swap. and again for each member site. 
[20:55] <@mrcoolbp> interesting ^ 
[20:55] <+NCommander> audioguy, without stock being issued, the company owns itself, and is controlled by the board. A legal person so to speak 
[20:55] <+TheMightyLaptop> and swap enough to dilute existing shares to a small minority 
[20:56] <@paulej72> npfs dont have stock, correct? 
[20:56] <+matt_> correct. 
[20:56] <@Bytram> TheMightyBuzzard: very interesting... 
[20:56] <@Bytram> I, for one, do not expect a financial windfall out of my efforts... but, I most certainly *do* want to see the vision succeed, and took the issuance of stock to be a *means* to that end, not an end in itself. 
[20:56] <+TheMightyLaptop> crap. was a good idea other than that though. 
[20:56] <@paulej72> and how does the NPF by SN PBC? 
[20:56] <@paulej72> buy 
[20:56] <+matt_> an NFP can own stock. 
[20:56] <+matt_> of another entity. 
[20:56] <+TheMightyLaptop> nod nod 
[20:56] <@paulej72> what assesets 
[20:57] <@mrcoolbp> paulej72: 1$ for 100K shares = ) 
[20:57] <+audioguy> Best delt with through who has the power to put people on the board, maybe. 
[20:57] <@mrcoolbp> I'll donate the dollar 
[20:57] <+TheMightyLaptop> swap would have given each member site an equal position in the nfp though 
[20:57] <@paulej72> then the shares that NCommander and Matt have would be worthless 
[20:57] <+audioguy> The electrical coop here elects its board through the membership. 
[20:58] <+audioguy> Board is completely seprate from the oprtatiomns people. 
[20:58] <+NCommander> paulej72, they effectively are, that's why issuing them before making money is easy 
[20:58] <+juggs> where is "here" audioguy - out of interest, feel free to decline to answer :) 
[20:58] <+audioguy> seems to work well. 
[20:59] <@paulej72> but that whole 10cents thing in the articles of incorportation must mean somthing 
[20:59] <+audioguy> Vernonia Oregon, Western Oregon Electric Coop 
[21:00] <+audioguy> But the debt owed to them would not be worthless, paulej72 
[21:00] * NCommander notes he's been there 
[21:00] <+juggs> OK - so the US does recognise co-ops. I'd assumed the concept would be way too ~damn socialist~ to exist there :D 
[21:00] * juggs ducks 
[21:00] * NCommander fires juggs out of a cannon 
[21:00] <+juggs> weeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee 
[21:00] <+audioguy> We actually have many like this, farmers are big on coops 
[21:00] <+TheMightyLaptop> nah, voluntary socialism is peachy keen. we just object to forced. 
[21:01] <@Bytram> for completeness sake, according to: http://wiki.soylentnews.org/wiki/SoylentNews_PBC_Certificate_of_Incorporation ... FOURTH. The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is One Million (1,000,000) shares, with a par value of $0.001 per share (the Common Stock). 
[21:01] <@paulej72> if the debt the worth something then the stock then worh something and the NPF would need real money to by the PBC 
[21:01] == rand [~rand@cea-547.64-463-42.nts-online.net] has quit [Quit: Leaving.] 
[21:01] <+NCommander> paulej72, the board can grant without accepting nything in return as far as I understand it 
[21:01] <+TheMightyLaptop> paulej72, we're a PBC. we're not obliged to make gainful fiscal decisions. 
[21:02] <+TheMightyLaptop> we absolutely can sell something for any value we like, even at a major loss. 
[21:02] <+audioguy> The company actually has assetes in the form of good will, work done by various staff, and other things. Just not 'cash' 
[21:03] <@paulej72> the grant NCommander and Matt 50K shares each and buy them back for a dollar for the lot :) 
[21:03] <+audioguy> All that is worth something. 
[21:03] <+TheMightyLaptop> audioguy, i agree but i don't think it's especially safe to open the stock floodgates wide before the nfp holds a majority. 
[21:03] * NCommander fires a cannon 
[21:03] <+NCommander> FOlks 
[21:03] <+NCommander> We're getting stuck in a loop 
[21:04] <@mrcoolbp> yup. 
[21:04] <+matt_> indeed 
[21:04] <+NCommander> Let's boil it down to what we have 
[21:04] <+NCommander> Here's what we could defacto do 
[21:04] <+NCommander> 1. Nothing, board oversees itself 
[21:04] <+NCommander> 2. Issue stock according to matt_'s plan 
[21:04] <+NCommander> 3. Brainstorm a realistic scenario of oversight, perhaps as a longer term plan 
[21:05] <@mrcoolbp> ^ seperate from current issue I beleive 
[21:05] <@mrcoolbp> well related 
[21:05] <+NCommander> From what I see, if we go down the stock route, we're opening a massive can of worms 
[21:05] <@mrcoolbp> sorry, go on 
[21:05] <+NCommander> My viewpoint is if we issue stock, its for the purposes of oversight, and I've already hilighted the idiological issues 
[21:06] <+NCommander> Furthermore, audioguy's point is extremely valid as well 
[21:06] == FunPika [~FunPika@Soylent/Staff/Wiki/FunPika] has quit [Quit: Leaving] 
[21:06] <+NCommander> We could argue it into submission 
[21:06] <+NCommander> But its not getting anywhere 
[21:07] <+NCommander> I'm also concerned if we vote for matt_'s plan as is, the staff are going to get a good chuck of resentment about it 
[21:07] <@mrcoolbp> looks that way = / 
[21:08] <+NCommander> THe fact is, at some point, something is going to have to give, and trust that things will play out 
[21:08] <+NCommander> hold on 
[21:09] <+NCommander> So 
[21:09] <+audioguy> Possible: issue everyone notes so there is some security for them that is official. Get the board up to size. 
[21:09] <+NCommander> Here's the question we need to ask 
[21:09] <+audioguy> (everyone owed) 
[21:10] <+NCommander> Do we as an organization trust ourselves to self-govern without going E-VIL to the point we can properly bootstrap a parent NFP 
[21:10] <+NCommander> which in turn has members elected from the community? 
[21:10] <+NCommander> If we do, then I think we see a course here 
[21:10] <+matt_> audioguy, issuing a debt instrument would require registration with the SEC, i believe, since we are a corporation. (it's easier for a natural person). 
[21:10] <+NCommander> If we don't, then I think we should go with matt_'s plan and hope matt_ and I can act as an anchor 
[21:11] <+audioguy> matt_: I don't think that is required for an ordinary promissory notes. Corporations use those every day. 
[21:12] <+matt_> audioguy, they do use them every day, but they comply with all securities laws or get in big trouble :) 
[21:12] <+audioguy> With not stock attached these are jusy ordinary biusiness loans. 
[21:12] <@mrcoolbp> "loans" are regulated 
[21:13] <@Bytram> NCommander: sounds good. seems to bypass much of the quicksand... yet, when the time comes that the NFP has been bootstrapped... then what? the NFP buys out the stock, keeps an eye on the PBC, and we're done? 
[21:13] <+audioguy> From banks. 
[21:13] <+matt_> fwiw, i agree with NCommander's summary of the issue, above. 
[21:13] <@mrcoolbp> me too 
[21:13] <+NCommander> Bytram, so, in my original plan, the NFP was board-only 
[21:14] <+NCommander> I think we need to seriously look at a member board vs. board-only 
[21:14] <@Bytram> I remember, yes. 
[21:14] <+NCommander> (members elect the borad of the NFP) 
[21:14] <+NCommander> (the NFP acts as oversight of the B-corp) 
[21:14] <+NCommander> Our watchdog so to speak 
[21:14] <@Bytram> nod nod 
[21:15] <+NCommander> Bytram, the NFP was envisioned with broader goals. the PBC exists primarily to run SN and its assets 
[21:15] <+NCommander> The NFP was more on freedom of press, etc. 
[21:15] <@Bytram> agreed. 
[21:16] <@Bytram> the NFP was the goal; the PBC was a *means* to get there, and the stock was a *means* to get the PBC bootstrapped to be able to pay the lawyers to ... =) 
[21:16] <+NCommander> Eh, on that last bit 
[21:17] <@Bytram> ugh. let me retry 
[21:18] * NCommander is not going to force anyone's hand here 
[21:18] <+NCommander> But I think we need to come to a decision 
[21:18] <@Bytram> nvm, I'm stuck in a recursive loop. :/ 
[21:18] <+NCommander> Else we throw it to the community and let all hell break loose 
[21:18] * NCommander however feels if we do that, we put it in terms of oversight 
[21:18] <+NCommander> THere's of course no promise the community will not get indigestion on this 
[21:18] * mrcoolbp hums stuck in the middle with you 
[21:19] <+TheMightyLaptop> oh they'll go apeshit and get their rage on 
[21:19] * Bytram hums along - steeler's wheel, iirc 
[21:19] <@Bytram> TheMightyBuzzard: nod nod 
[21:19] <+NCommander> TheMightyLaptop, probably, its a pity I'm out of community sized pepto-bismol 
[21:19] * matt_ likes throwing things to the wise community. my only concern, though, is that having stockholders to provide oversight of the board won't work unless >50% of the stockholders agree that there should be stockholders to provide oversight to the board :/ 
[21:20] <@Bytram> matt_: nailed it. 
[21:20] <+NCommander> Ok 
[21:20] <+NCommander> Lets throw it to the community 
[21:20] <+matt_> NCommander, so you really can't recuse yourself from this one... 
[21:20] <+NCommander> I think thats the only thing we can do at this point 
[21:20] <@Bytram> without stock, the vision was the NFP would provide oversight to the board, right? 
[21:20] <+NCommander> I'll vote aye to whatever the winds blow 
[21:20] <@mrcoolbp> okay, so let's go for it 
[21:20] <+TheMightyLaptop> we're so gonna lose community members over this 
[21:21] <@mrcoolbp> NCommander: I"m assuming you'll dazzle us with your novel-writing skills again? 
[21:21] * NCommander warms up the typewriter 
[21:21] <@Bytram> hold on a sec 
[21:21] <+audioguy> What we are missing is a number of very specifc options. 
[21:21] <+NCommander> I was about to get to that 
[21:21] <+NCommander> :-) 
[21:21] <+audioguy> Throw thjat to the community you will just get confusion 
[21:22] <+NCommander> I think we have a few proposals on the table 
[21:22] <+NCommander> 1. Matt's plan, as is 
[21:22] <+NCommander> 2. Proportional ownership across the staff, accepting the various cavaets that go with it 
[21:22] <+NCommander> (and the 50% issue) 
[21:22] <+NCommander> 3. NCommander's proposal, which is essentially "do nothing" 
[21:23] <+NCommander> sorry 
[21:23] <+NCommander> do nothing, then setup a NFP 
[21:23] <+NCommander> 4. Create a community advocation position or two on the board, with the understanding that its only under the boards goodwill that its respected 
[21:24] <+NCommander> I think that sums up the ideas that have been floating 
[21:24] <@Bytram> NCommander: I apologize, but what was matt_'s plan again? (a summary would suffice) 
[21:24] <+TheMightyLaptop> tell you right now they're going to want to be able to buy in too. better have an answer for that on tap. 
[21:24] <@mrcoolbp> some of those can overlap right? 
[21:25] <+matt_> Bytram, NCommander: matt_ would like the opportunity to edit the section on "matt_'s plan" before it goes live :) 
[21:25] <@Bytram> np 
[21:25] <+NCommander> TheMightyLaptop, tha twould by definition make us publicly taded 
[21:25] <+NCommander> Lets NOT IPO :-P 
[21:26] <+NCommander> *traded 
[21:26] <@Bytram> NCommander: yes, let's NOT. 
[21:26] <+TheMightyLaptop> not a suggestion just a warning to have an answer ready. 
[21:26] * NCommander feels a cloud of doom over his head 
[21:26] <+matt_> things only go bad when you're "not expecting torches and pitchforks", iirc ;) 
[21:27] <@Bytram> matt_: but seriously, can you please summarize what your plan was... broad strokes are okay, I'm just drawing a complete blank atm 
[21:27] * juggs swoops across the sky gathering all clouds of doom 
[21:27] <+NCommander> Bytram, matt_'s plan was issue stock to me and himself 
[21:27] <+matt_> Bytram, to summarize matt_'s plan: 
[21:28] <+matt_> simultaneously do the following 3 things: 
[21:28] <+matt_> 1. increase size of board from 3 to 5-7 directors. 
[21:28] <+matt_> 2. create board-level position of "Community Advocate" with veto power. 
[21:29] <+matt_> 3. issue equal number of shares of stock to NC and matt_ to create a means for providing oversight of the board. 
[21:29] <+NCommander> point three is the one in contention 
[21:29] <+NCommander> */just saying* 
[21:29] <@Bytram> matt_: thanks! 
[21:30] <@mrcoolbp> I'm going to need to adjourn soon, 2.5 hours already 
[21:30] <+matt_> true, but just wanted to be clear that my plan is not: issue shares of stock, and maintain stranglehold on board, etc. ;) 
[21:30] <@Bytram> question on point 2. ... is it necessary for the 'Community Advocate' to have veto power? what if we had, say, two or even three positions, with normal voting powers. would be enough of a counterforce, no? 
[21:30] <+NCommander> matt_, grow a beard, and stroke a white cat? 
[21:31] * matt_ strokes his coffee++ mug 
[21:31] <+NCommander> actually, stepping back a moment 
[21:31] <+NCommander> Veto is a little iffy for me 
[21:31] <+NCommander> Conceptially, I agree, but ... 
[21:31] <@mrcoolbp> what about what Bytram suggested above? 
[21:31] * NCommander nods 
[21:32] <+audioguy> With a larger, more diverse board, that position is less needed. 
[21:32] * Bytram smiles 
[21:32] <+matt_> Bytram, veto would allow the board to expand arbitrarily. 
[21:33] <+NCommander> matt_, I think maybe something closer to the ability to force a referium 
[21:33] <@Bytram> matt_: allow? I think you mean *prevent* the board from expanding arbitrarily (i.e. to sufficent size to dilute the power of the advocate(s)) 
[21:33] <+NCommander> vs. a flat veto 
[21:33] <@Bytram> hrmmmm. 
[21:33] <@paulej72> a community member with veto with no overide can be a evil as anyone 
[21:33] <+matt_> Bytram, oh, i mean that if a Community Advocate has veto power, then that power is not diluted as the board grows. 
[21:34] <@Bytram> paulej72: just a different person who can be E-VIL. 
[21:34] <+matt_> paulej72, which is why we need stockholders to provide oversight of the Community Advocate too :) 
[21:34] <+TheMightyLaptop> s'a hell of a lot of power for one person though 
[21:34] <@Bytram> matt_: ah, I see. thanks! 
[21:34] <+juggs> It also makes no sense if the existing board elects the Community Advocate 
[21:34] * NCommander kicks the internet 
[21:34] <+audioguy> Roman Tribunes. 
[21:34] <+matt_> juggs, the Community Advocate should be directly elected by the communiity. 
[21:34] <+audioguy> two 
[21:34] <+juggs> nod 
[21:34] <+NCommander> I smell a voting issue croping up 
[21:35] <+juggs> oh $deity 
[21:35] <@Bytram> okay, I apologize for the side-tracking.... just wanted to get it clear in my mind what the item was. carry on! 
[21:35] <@paulej72> but should a community advocate have a unconditional veto power 
[21:35] <@mrcoolbp> we are thinking no 
[21:35] <+matt_> paulej72, that way they would not be able to actually _make_ policy, but they would be able to overrule any policy changes. 
[21:36] <+matt_> such as closing the source, for example. 
[21:36] <@paulej72> they could also block every normal business item as well 
[21:36] <+matt_> if they do that, the board will appeal to the stockholders to have them replaced. 
[21:36] * NCommander notes board == stockholders 
[21:37] <+NCommander> In this case 
[21:37] <+matt_> which is why item 1. is increasing the board size :) 
[21:37] <+matt_> and so, the circle is complete :) 
[21:37] * NCommander exhales 
[21:37] <+NCommander> Ok 
[21:37] <@Bytram> okay, can we at least all agree that there is no obvious, foolproof solution? 
[21:37] <+NCommander> I think I got it 
[21:37] <+TheMightyLaptop> quick point. with only two stockholders it's going to look awefully like an elite club if you boot a community advocate. 
[21:37] <+NCommander> Bytram, I think I can ack that 
[21:38] <@Bytram> IOW, there's gonna be some holes no matter what, let's just and keep 'em small. 
[21:38] <@Bytram> s/just/just try/ 
[21:38] <+matt_> TheMightyLaptop, which provides a strong disincentive for the stockholders to act. 
[21:38] <+matt_> which is good. 
[21:39] <+NCommander> Ok 
[21:39] <+NCommander> I think I have enough to write this up 
[21:39] <+NCommander> Lets try and get this out the door on Monday 
[21:39] <@Bytram> and, at the moment, and after all this discussion, barring any surprises, I'm thinking matt_'s proposal looks good to me. 
[21:39] * TheMightyLaptop nods 
[21:39] <+audioguy> With only two stockholders, and a larger board, power devolves from the board to the two stockholders, effectively giving them a more powerful voice if they are also on the board. 
[21:40] <@Bytram> it's not perfect, but it seems less imperfect than the others we've discussed. 
[21:40] * NCommander once again feels like the third wheel 
[21:41] <+NCommander> But I think the only way we get out of this without resentment on all sides is if we poll the community 
[21:41] <@Bytram> so, add one more point to matt_'s proposal: 4. The board works to establish an NFP and transfer it's control to the NFP ASAP. 
[21:41] <@Bytram> i.e. the stock goes away (bought out with swag sales, e.g.) 
[21:42] * Bytram is sure matt_ has more legally valid wording 
[21:42] <@Bytram> . 
[21:42] <+NCommander> Bytram, nothing can force the stock going away 
[21:42] <+NCommander> or at least nothing we can realistically do 
[21:42] * matt_ would definitely like more detail in that item before adding it to a proposal (e.g., who is overseeing the NFP, etc.) 
[21:43] <@Bytram> well, if the stock was owned by the NFP, we'd be good, right? 
[21:43] <+TheMightyLaptop> NCommander, sell at an enormous loss 10x what was issued to you two to the nfp then issue no more. boom. solved. 
[21:44] * NCommander nods 
[21:44] <+NCommander> Let me get this written up 
[21:44] <+NCommander> We'll take it to email 
[21:44] <+matt_> Bytram, meaning let's think about how to set up a non-evil NFP, as not all NFPs are automatically good. 
[21:44] <@Bytram> TheMightyBuzzard: there's an upper bound on the number of shares the PBC can issue. 2x would suffice. 
[21:44] <+juggs> Why should NCommander and matt_ take a financial hit on what they have laid out this far? 
[21:44] <+TheMightyLaptop> nod nod 
[21:44] <@Bytram> matt_: agreed! 
[21:44] <+juggs> thus* 
[21:45] <+TheMightyLaptop> juggs, nobody said we can't then buy back for a higher price. 
[21:45] <+NCommander> >.>; 
[21:45] * NCommander is willing to take a fincancal hit ot escape this meeting 
[21:45] <+NCommander> :-) 
[21:45] <+audioguy> I do not think they should take a financial hit. I would refer a note to stock to give them something valid as a promise of payment. 
[21:45] <+TheMightyLaptop> har 
[21:45] <@paulej72> while I don’t want them to take a financial hit, there would be resentment if they made a profit from the stock 
[21:45] <+juggs> ok - I was reading out of context I think 
[21:45] <@Bytram> juggs: good point! I did not write what I meant above. the NFP could buy out matt_ & NCommander's stock and make them whole through the sale of swag or whatever. 
[21:45] <@mrcoolbp> paulej72: I agree with that statement 
[21:46] <+audioguy> Bytram, in other words, buy them out by issuing a note to be paid from swag sales. 
[21:46] <+matt_> paulej72, i think that both NCommander and I realize that that would be a pretty fast way to drive away our all-volunteer work force :) 
[21:46] <+TheMightyLaptop> nah, just wait for swag sales then buy them out with cash 
[21:47] <+audioguy> That could take a while. :-) 
[21:47] <@paulej72> matt_: but nothing in the orginal stock issue poropsal precluded that scenerio 
[21:47] <@Bytram> whateveer reasonably-legal thing that matt_ thinks will work, but basically get the stock out from being an issue atm (ceding the *control* to the PBC) whilst making matt_ and NCommander whole for their $ investments. 
[21:48] * NCommander exhales 
[21:48] <+audioguy> ^^^ 
[21:48] <@Bytram> ugh! ceding control to the *NFP* 
[21:48] <+TheMightyLaptop> how bout we close the meeting up, let NC go write his novel, and argue about it unofficially 
[21:49] <+juggs> roll on the discussions about governance of the NFP :) 
[21:49] * NCommander is sitting here wondering if I should just ACK the most recent proposal 
[21:49] <+NCommander> I just dislike stirring up drama 
[21:49] <+TheMightyLaptop> NCommander, it would save a community shitstorm but it's your vote n you gotta live with it. 
[21:49] <+NCommander> Anyway, I'm going to go get on my bike 
[21:49] <@Bytram> NCommander: please, don't decide just so as to get the deciding done. I think we *have* made a lot of progress! 
[21:49] <+NCommander> Indeed 
[21:50] * Bytram has debugged far more nasty code. 
[21:50] <+NCommander> In eithe rcase, we still have to let the community know 
[21:50] <+matt_> shall we reconvene this weekend for more discussion? 
[21:50] * NCommander twiches 
[21:50] <+juggs> nods - much better meeting this time. 
[21:50] * NCommander twiches more 
[21:50] <+matt_> or have we discussed to death? 
[21:50] <+NCommander> matt_, lets aim for sunday 
[21:50] <@mrcoolbp> sunday night might work for me 
[21:50] <+NCommander> Just to discuss my novel 
[21:50] <@mrcoolbp> 8pm EST? 
[21:50] <@Bytram> I can do AM (EDT) have evening shifts both sat and sun. 
[21:51] <@Bytram> juggs: agreed. 
[21:51] <+matt_> NCommander, ok. when do you think a draft will be ready? 
[21:51] <+juggs> Motions to have all times discussed as UTC :P 
[21:51] <+NCommander> actually 
[21:51] <+NCommander> Lets do something useful 
[21:51] <@mrcoolbp> oh? 
[21:52] <+NCommander> Official proposal: All times for meetings and such should be listed in UTC 
[21:52] <+matt_> with edt in parentheses? ;) 
[21:52] <+NCommander> ... though that actually might require a bylaw amendment >.>; 
[21:52] <+NCommander> matt_, great, we can use EDT when you're in EST 
[21:52] <+NCommander> *EVIL LAUGH* 
[21:52] * Bytram seems to recall we already generally do that (with a couple other TZs added for clarity) 
[21:53] <@paulej72> crutchy mountain time 
[21:53] <+NCommander> AKADT :-) 
[21:53] <@mrcoolbp> okay so what midnight UTC Sunday? 
[21:53] <+juggs> Bytram, they seem to get listed as EDT / EST with UTC in parenthesis. 
[21:54] <+NCommander> juggs, that's because almost everyone is in EDT 
[21:54] <+NCommander> on staff 
[21:54] <+juggs> Errr... really? 
[21:54] <+NCommander> audioguy, myself, cosurgi, janirock are the outlyers 
[21:54] <@mrcoolbp> juggs: yup 
[21:54] <+matt_> mrcoolbp, midnight UTC Sunday works for me. 
[21:54] <@Bytram> So, though I am not on the board per se, I would *really* like to continue to participate... is there a chance we could take a day off for NCommander to write his novel, and reconvene Sunday 2014-09-24 at 14:00 UTC? (== 10:00 EDT) 
[21:54] <+juggs> fair enough 
[21:55] <+NCommander> I'm in AKDT (theorically), audioguy is PDT, cosurigi and janirock are UTC/UTC+1 
[21:55] <+NCommander> Everyone else is in EDT 
[21:55] <@Bytram> ohhhh... wait a minunte... might be able to do that! hold on 
[21:55] <+NCommander> Hence why its our defacto official time 
[21:55] == pbnjoe [~pbnjoe@Soylent/Users/313/pbnjoe] has joined #staff 
[21:56] <@paulej72> stats say most of the users are EST too 
[21:56] * juggs shakes a fist at TZ nonsense then calms down 
[21:56] <@Bytram> matt_: midnight UTC sunday?? is that still sunday in EDT? 
[21:56] <+juggs> I thought our visitors were fairly spread paulej72 
[21:56] <@mrcoolbp> ug 
[21:56] <+NCommander> juggs, about half are US based, the rest is elsewhere 
[21:56] <+matt_> Bytram, i don't know, mrcoolbp said it first, i was just agreeing with him :) 
[21:57] <+matt_> i believe it is 8pm EDT. 
[21:57] <@paulej72> sunday 
[21:57] <+juggs> lol - I only brought it up as an amusing aside - I should have known better. 
[21:58] <@paulej72> Midnight is technically the next day 
[21:58] <@Bytram> paulej72: thank-you! 
[21:58] <@Bytram> hence my question. 
[21:58] <+juggs> feck - schedule it for 23:59 then 
[21:58] <@paulej72> easier to use 00-24 and it fixes itself 
[21:59] <@Bytram> so Sunday 2014-08-24 at 23:59 (UTC) == Sunday @ 7:59 PM, EDT. 
[21:59] <+NCommander> If I become dictator of the world, the first thing I'm doing is ambolishing timezones 
[21:59] <+NCommander> and then instituting metric time :-P 
[21:59] <@Bytram> and install a sun-dial in every yard =) 
[22:00] <@paulej72> UNCT Univerisal NCommander time 
[22:00] <+NCommander> I give you guys all a kilosecond to decide when our next meeting is :-P 
[22:00] <@Bytram> Okay, *that* I can do. 
[22:00] <+juggs> we could do with another time standard... we are surely lacking in candidates 
[22:00] <@mrcoolbp> NCommander, matt_ can we adjourn 
[22:00] <@mrcoolbp> ? 
[22:00] <+NCommander> second 
[22:01] <@mrcoolbp> this went way longer then I expected, I need to take care of some things before bed 
[22:01] <+matt_> Aye! 
[22:01] <@mrcoolbp> Aye!

[[Category:Board of Directors meetings]]

Board of Directors Meeting - August 26 2014

2014-08-26T23:38:41Z

BlackHole: Protected "Board of Directors Meeting - August 26 2014" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

[19:07] <+mrcoolbp> Call to order the Action without a meeting 
[19:08] == FunPika [~FunPika@Soylent/Staff/Wiki/FunPika] has quit [Ping timeout: 244 seconds] 
[19:08] <+NCommander> mrcoolbp, no, this is a schedued meeting 
[19:08] <+NCommander> no? 
[19:08] <+mrcoolbp> 1st Agenda item: Transfer of ownership 
[19:08] <+matt_> not until we get the bylaws amended... 
[19:08] <+matt_> NC^ 
[19:08] <+NCommander> fun 
[19:08] <+NCommander> ok 
[19:08] <+mrcoolbp> who wants to start? 
[19:08] <+mrcoolbp> the floor is open 
[19:09] <+NCommander> I want to sell stuff 
[19:09] <+NCommander> ^- tat 
[19:09] <+NCommander> 8THAT 
[19:09] <+NCommander> of or the love of 
[19:09] <+NCommander> *o for the 
[19:09] * matt_ seconds selling stuff 
[19:10] * mrcoolbp thirds 
[19:10] <+NCommander> yay 
[19:10] <+NCommander> But ok, serious side now 
[19:10] == FunPika [~FunPika@Soylent/Staff/Wiki/FunPika] has joined #staff 
[19:10] == mode/#staff [+v FunPika] by juggler 
[19:10] <+NCommander> I keep wondering if we're not overthinking this on a watchdog thing. if we, the board, go evil, the staff will desert us 
[19:10] <+NCommander> We already evicted one leader 
[19:10] <+mrcoolbp> agreed 
[19:11] <+matt_> NCommander, that went somewhat less than _smoothly_ 
[19:11] <+NCommander> matt_, indeed, but thats because I asked Barrabas to privately check his math, then he decided I won't pay and opened it up tp the community 
[19:13] <+NCommander> I ust keep thinking about audioguys position 
[19:13] <+NCommander> I kow I meant to write this up as well, and I'm sorry for failing in that 
[19:14] <+NCommander> matt_, I don't want to kill this discussion until we have a properl resolution 
[19:14] <+NCommander> But at the very least, I'd like to allow the site to start making money and not be hamstrung on us giong in circles 
[19:15] <+NCommander> so if we defer the stock issuance, how badly does it get later? 
[19:15] <+mrcoolbp> good question, I don't understand the specifics of "it will get complicated to issue stock after we make money" 
[19:15] <+NCommander> right now, ownership really is only a problem with the CA 
[19:16] <+matt_> NCommander, to answer your question: we could open the store now. 
[19:16] <+matt_> NCommander, you're right, the CA is really the only major sticking point at this moment. 
[19:16] <+mrcoolbp> (and open subscriptions) 
[19:16] <+NCommander> matt_, we've gone thus far w/o 
[19:16] <+matt_> mrcoolbp, correct. 
[19:16] <+matt_> NCommander, it's a calculated risk on a few levels. 
[19:17] <+NCommander> matt_, risk to start selling stuff, or risk to issue stock later? 
[19:17] <+matt_> If either you or I go nuts in the interim, the site would have little recourse. 
[19:18] <+NCommander> matt_, I've been locked in 10 hours of meetings on this subject for the last two weeks 
[19:18] <+matt_> NCommander, well, also, if we did want to issue stock later, it could likely work out without much modification. 
[19:18] <+NCommander> matt_, if you go nuts, we need a new business guru, and if I go nuts, I'm not sure we're stable enough to survive the transition 
[19:19] <+matt_> NCommander, exactly :) 
[19:19] <+matt_> how badly do we need a wildcard cert? 
[19:20] <+NCommander> matt_, its blocking nexus support, i.e., meta.soylentnews.org. 
[19:20] <+NCommander> But we can active the feature, and disable the subdomains for now 
[19:20] <@paulej72> and would be nice to have for paypal payments 
[19:21] <+NCommander> Or accept users will get an SSL certificat error on nexuses, SSLis wonky on the site 
[19:21] <+mrcoolbp> so it's definate nice-to-have, but not absolutely necessary 
[19:21] <+NCommander> bingo 
[19:22] <+NCommander> we've wanted it for a few months now 
[19:22] <+matt_> NCommander, we could do a separate agreement just to enable that, but that kind of gets into the "patchwork of separate agreements" thing i mentioned on that wiki page i made about our different options... 
[19:22] <+NCommander> matt_, well, even as we're setup you couldn't get a wildcard 
[19:22] <+NCommander> due to the fact WHOIS stuff is fucked up 
[19:22] <+matt_> yeah, we would have to fix that. 
[19:22] <+mrcoolbp> You two both offered to donate your assets to the Corp, is that still an option 
[19:22] <+mrcoolbp> ? 
[19:23] * NCommander is 
[19:23] <+matt_> that is an option. 
[19:23] <+NCommander> won't speak for matt_ though 
[19:23] <@paulej72> need to transfer domain to out Gandi account 
[19:23] <+mrcoolbp> I'm sure we could work on paying you back eventually 
[19:23] <@paulej72> our 
[19:23] <+NCommander> I'd like to propose one thing right now 
[19:23] <+NCommander> Can we open the store/subscription/other now? 
[19:23] <+NCommander> As a motion 
[19:23] <+mrcoolbp> okay 
[19:23] <+matt_> i'm ok with that. 
[19:23] <+mrcoolbp> sec 
[19:24] <+mrcoolbp> Move to vote on this, any seconds? 
[19:24] <+matt_> second 
[19:24] <+NCommander> second 
[19:24] <+mrcoolbp> Vote: Should we Open up the Soylent Swag Store and Subscriptions to all users? 
[19:24] <+matt_> Aye! 
[19:24] <+NCommander> aye 
[19:24] <+Blackmoore> aye 
[19:24] <+mrcoolbp> Aye! 
[19:25] <+NCommander> finally 
[19:25] <+NCommander> money plz 
[19:25] <+mrcoolbp> motion passes 0/0/3 
[19:25] <+matt_> yay! 
[19:25] <+NCommander> I'll take the action item to write up shit tomorrow with mrcoolbp 
[19:25] <+mrcoolbp> okay, I'll write up a post about the store and let NCommander post it maybe 
[19:25] <+NCommander> mrcoolbp, if you want to write up the store, I'll write up scripts 
[19:25] <+mrcoolbp> perfect 
[19:25] <+NCommander> er 
[19:25] <+NCommander> subs 
[19:25] <+mrcoolbp> yeah 
[19:25] <+NCommander> Post tomorrow 
[19:25] * NCommander can't write now 
[19:25] <+mrcoolbp> that works 
[19:25] <+NCommander> will be gibberish 
[19:25] <+mrcoolbp> excellent 
[19:26] <+mrcoolbp> so any other items we'd liek to address now? 
[19:26] <@paulej72> do we want to keep subs at $20/year? 
[19:26] <+NCommander> mrcoolbp, yes, but its something I honestly can't keep my brain focused 
[19:26] <+NCommander> paulej72, that was what was proposed, so unless we got a good reason to change it 
[19:27] <+mrcoolbp> NCommander, paulej72, matt_ the other thing we discussed is having some kind of token-thing people could buy for $whatever dollars 
[19:27] <+mrcoolbp> like a super-star 
[19:27] <+mrcoolbp> or unobtanium sig or something 
[19:27] <+NCommander> mrcoolbp, thats something that could be rolled out later 
[19:27] <@paulej72> mrcoolbp: that is a subscription. lets not complicate this 
[19:27] <+mrcoolbp> okay 
[19:28] <+NCommander> We have a plan 
[19:28] <+NCommander> lets execute it 
[19:28] <+mrcoolbp> Sure! 
[19:28] <+NCommander> Lets not change it when the captain is almost literialy asleep at the switch 
[19:28] <+mrcoolbp> okay, so NCommander: are you moving to adjourn then? 
[19:28] <+NCommander> I am 
[19:28] <+NCommander> Sorry guys 
[19:28] <+NCommander> I really am struggling to stay up 
[19:29] <+mrcoolbp> I understand, I was like that yesterday night 
[19:29] <+NCommander> and if its another3 hour meeting, there might be blood 
[19:29] <+mrcoolbp> matt_: any final things? 
[19:29] <+matt_> this was the shortest board meeting i've ever had :) 
[19:29] <+matt_> that is all. 
[19:29] <+mrcoolbp> lol 
[19:29] <+NCommander> matt_, new policy, NCommander has to be half asleep for these 
[19:29] <+mrcoolbp> yes it was 
[19:29] <+mrcoolbp> okay, then I second NCommanders motion. 
[19:29] <+mrcoolbp> All in favour of adjourning? 
[19:29] <@paulej72> not enough time to get board :( 
[19:30] <+NCommander> We'll sell a book called "Sleepwalking to discuss" 
[19:30] <+NCommander> though if I wake up, and find this all to be a dream, you might hear a scream 
[19:30] <+NCommander> mrcoolbp, aye 
[19:30] <+mrcoolbp> aye 
[19:30] <+matt_> Aye! 
[19:30] <+NCommander> Great 
[19:30] <+NCommander> good night

[[Category:Board of Directors meetings]]

Board of Directors Meeting - August 26 2014

2014-08-26T23:38:26Z

BlackHole: Created page with "[19:07] <+mrcoolbp> Call to order the Action without a meeting [19:08] == FunPika [~FunPika@Soylent/Staff/Wiki/FunPika] has quit [Ping timeout: 244 seconds] [19:08..."

SoylentNews PBC Board of Directors

2014-08-26T23:37:33Z

BlackHole:

Issues to Be Raised at the Next Board Meeting

2014-08-25T00:09:34Z

BlackHole:

Issues to Be Raised at the Next Board Meeting

2014-08-22T03:15:08Z

BlackHole:

Board of Directors Meeting - August 21 2014

2014-08-22T02:07:47Z

BlackHole: Added category

Board of Directors Meeting - August 21 2014

2014-08-22T02:06:46Z

BlackHole: Created page with "[19:05] <+Bytram> anyone here for the staff meeting? [19:05] <+Bytram> NCommander: ^^ [19:05] <+Bytram> mrcoolbp: ^^ [19:05] <+Bytram> matt_: ^^ [19:05..."

SoylentNews PBC Board of Directors

2014-08-22T02:06:24Z

BlackHole: Added link to minutes of BoD meeting held on August 21, 2014

Issues to Be Raised at the Next Board Meeting

2014-08-21T01:08:55Z

BlackHole: