SoylentNews - User contributions [en]

Board of Directors Meeting - July 16, 2014

2014-07-17T02:23:04Z

Mattie p:

[23:07:33] <xlefay> mrcoolbp, audioguy bryan Bytram chromas cosurgi juggs|afk Landon matt_ mattie_p mechanicjay NCommander paulej72 prospectacle TheMightyBuzzard 
[23:07:34] <mrcoolbp> Guys, this is a "Board Meeting," we are discussing business matters, not interstaff and procedural stuff. 
[23:07:38] <xlefay> ^^ I think we're starting. 
[23:07:41] <NCommander> We should get that BlackHole guy on staff :-P 
[23:07:53] <mrcoolbp> matt_ ready? 
[23:08:02] <matt_> Ready to call to order today's meeting of the Board of Directors of SoylentNews PBC? 
[23:08:09] <matt_> First, a reminder that until we adopt an amendment to the bylaws to allow board meetings on IRC, a conservative interpretation of our bylaws suggests that actions that we take here should be unanimous and followed up with an email confirmation to ensure that said actions are binding. Addressing this with an amendment to the bylaws is an item on the agenda for today's meeting. 
[23:08:17] <matt_> On that note, so far, I only have 5 items for today's agenda: 
[23:08:22] <matt_> 1. Review the minutes of the last meeting. 
[23:08:26] <matt_> 2. Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag). 
[23:08:30] <matt_> 3. Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.). 
[23:08:34] <matt_> 4. Any other business (community involvement in corporate governance, SN policies and procedures manual, including: staff appointment & authority, account and password management, individual team policy, policy on retaining records, etc.). 
[23:08:37] <matt_> 5. Adjourn. 
[23:08:41] <matt_> Any objections to this agenda or any items to add (remember that items can be added later at any point)? 
[23:08:56] <NCommander> No objections here 
[23:09:04] <Bytram> none here 
[23:09:06] <mrcoolbp> no objections 
[23:09:13] <matt_> Great! First up, Item 1: Review the minutes of the last meeting. 
[23:09:17] <matt_> At the last meeting, the Board adopted 7 resolutions: 
[23:09:22] <matt_> Resolved: The Certificate of Incorporation and Bylaws are hereby ratified in their current form. 
[23:09:25] <matt_> Resolved: Michael Casadevall is the President of SoylentNews PBC. 
[23:09:29] <matt_> Resolved: Michael Casadevall is the Chief Executive Officer of SoylentNews PBC. 
[23:09:33] <matt_> Resolved: Ben Prentice is the Treasurer of SoylentNews PBC. 
[23:09:41] <matt_> Resolved: Matt Angel is the Secretary of SoylentNews PBC. 
[23:09:45] <matt_> Resolved: The Board authorizes opening a business checking account at Bank of America in the name of the Corporation. 
[23:09:50] <matt_> Resolved: The Board authorizes opening a PayPal account in the name of the Corporation. 
[23:09:54] <matt_> Several other items were discussed, but no other votes were taken. 
[23:10:00] <matt_> The logs of the last meeting are available here: http://wiki.soylentnews.org 
[23:10:07] <matt_> Any comments or shall we move on to: Item 2: Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag)? 
[23:10:33] <xlefay> Are the non-voted on issues outlined specifically? Or just in the log itself? 
[23:10:43] <matt_> just in the log at the moment. 
[23:10:55] <NCommander> We probably need to define a standardized format of minutes 
[23:10:56] <xlefay> A suggestion: It may be wise, to make a table with a list of resolved items and unresolved/not-voted-on items after this meeting. 
[23:10:56] <Bytram> I have one thing 
[23:11:11] <xlefay> NCommander, said it better than I did. :) 
[23:11:12] <matt_> NCommander, i have a template for that :) 
[23:11:13] <Bytram> was there any consideration given to a bank *other* than Bank of America 
[23:11:27] <mrcoolbp> Bytram: yes 
[23:11:30] <matt_> Bytram, a fair amount of consideration, yes. 
[23:11:42] <Bytram> I personally have nothing against them, but wanted to ensure others were considered. 
[23:11:49] <NCommander> there was quite a few reasons to go with BoA, and some against 
[23:11:53] <Bytram> I'm good then, thanks! 
[23:11:59] <xlefay> Are those considerations also outlined somewhere? Or also in the logs? 
[23:12:01] <NCommander> BUt the pros outweighed the cons 
[23:12:20] <matt_> xlefay, a number of the considerations are in the logs, several came up in irl meetings. 
[23:12:20] <NCommander> xlefay, I think the pro/con didnt make it into the log fully, that was mostly RL meetings we had last month 
[23:12:39] <Bytram> I did not see any discussion in the logs 
[23:12:52] <xlefay> I realizes, there's a lot of "documentational" work here, perhaps, we should standardize such templates as well, even though it can be somewhat of a pain to document those things - they might be useful for future references? 
[23:13:02] <NCommander> ^- that 
[23:13:05] <matt_> Bytram, i think the logged discussion related mainly to the availability of branches in different locations. 
[23:13:07] <xlefay> (from this point forward) 
[23:13:25] <mattie_p> hey folks, sorry I'm late 
[23:13:30] <mrcoolbp> that's okay 
[23:13:38] <mrcoolbp> wb 
[23:13:43] <mattie_p> thanks 
[23:13:59] <Bytram> in light of the foregoing, I propose an agenda item for discussing a standard "format" for board meetings 
[23:14:56] <matt_> added to Item 4. 
[23:15:05] <matt_> Ok, getting back to the agenda: 
[23:15:07] <xlefay> In addition a question, how much time has been allocated to this meeting? Has there been a predefined length or? 
[23:15:13] <Bytram> matt_: thank-you. 
[23:15:21] <mrcoolbp> xlefay: we did not alot a timeslot 
[23:15:31] <matt_> xlefay, we were very self-disciplined last time, and kept it to 2 hours, despite having a lot to go over. 
[23:15:44] <matt_> xlefay, i think that sounds like a reasonable maximum. 
[23:15:59] <xlefay> mrcoolbp, thanks. In the future, we should also keep that in mind. So everyone can schedule accordingly. 
[23:16:10] <mrcoolbp> xlefay: noted, thank you. 
[23:16:12] <xlefay> I agree, anyway, please do go on. Don't want to hold things up. 
[23:16:21] <matt_> Ok, back to Item 2: Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag). 
[23:16:26] <Bytram> IIRC, our very *first* staff meetiong also lasted approximately two hours. 
[23:16:31] <matt_> Since the last meeting, we opened a business checking account at Bank of America and a paypal account, and set them up to receive payments. 
[23:16:37] <matt_> mrcoolbp and I have debit cards, which we can use to pay for hosting, etc., as soon as funds are available. 
[23:17:04] <NCommander> I've gone through ALL the old receipts and compiled an initial set of books when I fired off to mrcoolbp 
[23:17:19] <mrcoolbp> I can confirm all of that 
[23:17:22] <NCommander> so we know roughly how deep the hole is, and who owns which parts of it 
[23:18:09] <xlefay> .voice matt_ 
[23:18:25] <mrcoolbp> ? 
[23:18:32] <mrcoolbp> .voice matt_ 
[23:18:38] <mrcoolbp> .voice matt_ 
[23:18:43] <xlefay> .voice matt__ 
[23:18:45] <matt__> thanks 
[23:18:48] <matt__> Comments? Otherwise we can move on to: subscriptions: NCommander, were you and paulej72 able to make any headway on the backend? 
[23:19:03] <Bytram> mrcoolbp: do you have a rough summary of where we stand financially? 
[23:19:08] <mrcoolbp> yes 
[23:19:14] <NCommander> .op 
[23:19:21] <NCommander> to hell with that 
[23:19:28] <mrcoolbp> NCommander: I'll let you take those two questions 
[23:19:30] <paulej72> I was busy with the irc migration and did not work on that 
[23:20:00] <NCommander> Real life kinda derailed for me, miniminal progress 
[23:20:17] <mrcoolbp> okay so no progress on the Subscription Code 
[23:20:23] <NCommander> Sorry :-/ 
[23:20:25] <matt__> ok, is that still a top priority? 
[23:20:27] <mrcoolbp> Ncommander: summary of financials? 
[23:20:36] <NCommander> Give me a sec, let me fire up gnucash 
[23:21:03] <NCommander> ... still firing up gnucash 
[23:21:18] <NCommander> So, as of today 
[23:21:38] <NCommander> We're $3,217.58 USD in the hole. 
[23:21:46] <mrcoolbp> that's what I have as well 
[23:21:53] <matt__> that sounds about right. 
[23:22:25] <NCommander> Dividing on money in v. money out, most of that is owed to Matt, at a toal value of $2,484, and $833 to me. 
[23:22:31] <mrcoolbp> NCommander: are subscriptions a top business priority right now? 
[23:22:45] <NCommander> I believe so, they are, as they say, low hanging fruit 
[23:22:52] <mrcoolbp> great 
[23:23:05] <matt_> Ok, next is swag: mrcoolbp, how goes it? 
[23:23:09] <mrcoolbp> okay 
[23:23:23] <mrcoolbp> So we have a mock-up of the store setup 
[23:23:34] <mrcoolbp> techincally things can be purchased right now 
[23:23:49] <mrcoolbp> But there was a small hangup on the Tagline "...is people" 
[23:23:59] <matt_> mrcoolbp, do you want to add additional designs/items before going live? 
[23:23:59] <mrcoolbp> I wanted to resolve that here before we move forward 
[23:24:07] <matt_> ok, good point. 
[23:24:14] <xlefay> Could we get a preview/screenshot of said mock-up? So we can visualize it? 
[23:24:22] <mrcoolbp> xlefay: sec 
[23:24:27] <mrcoolbp> matt_: at the very least I'd like to spend a few hours on setting it up proper 
[23:24:37] <mrcoolbp> especially after we resolve the tagline issue 
[23:24:47] <mrcoolbp> (I think that's it for my update) 
[23:25:04] <xlefay> And what kind of "swag" are we selling? Like, t-shirts, hats, usb sticks? 
[23:25:11] <Bytram> Given the pent-up demand, I would prefer a couple extra day's time to get it solid before opening us up for potential troubles 
[23:25:12] <xlefay> planning on selling* 
[23:25:20] <paulej72> also I suggested we needed to add the url to the design as well 
[23:25:25] <mrcoolbp> ^^^ 
[23:25:36] <matt_> so, my opinion of the tagline issue is: 1. it seems very unlikely that anyone will complain, 2. if we do get a letter or communication from someone who is unhappy with us using the tagline, we can probably work something out with them, and 3. since we aren't warehousing huge amounts of merchandise, it wouldn't be too difficult to change it later. 
[23:25:39] <xlefay> Perhaps, a QR code or something similar would also be benefitial considering most people have a smart phone? 
[23:26:27] <mrcoolbp> Screenshot of the 1st draft of the store: http://imgur.com 
[23:26:44] <xlefay> Where's the bacon++?! (hah) 
[23:26:53] <mrcoolbp> !todo bacon++ items 
[23:26:53] <Bender> todo item 22 added 
[23:27:01] <matt_> mrcoolbp, what are your thoughts on the tagline issue? 
[23:27:06] <NCommander> so we proceed w/ the tagline? 
[23:27:09] <NCommander> as is? 
[23:27:21] <mrcoolbp> matt_ I'm not well versed on the issue, I'll defer to your understanding of it 
[23:27:25] <xlefay> I think that looks amazing. Are there also plans on selling USB-sticks with SoylentNews stamped logo's? As for the tagline, SoylentNews .. is people! 
[23:27:26] <Bytram> Is this the proper time/place to discuss the *particulars* of the SWAG items? I'd suggest wse just recognize the need for the discussion, and if need be, have someone volunteer to lead the discussion and report back. 
[23:27:40] <mrcoolbp> xlefay: I have it noted, I just haven't gotten there 
[23:27:59] <mrcoolbp> Bytram: the tagline issue yes 
[23:28:06] <mrcoolbp> which items we are offering no 
[23:28:24] <xlefay> Bytram, I concur. That would seem like the most logical course of action, to set up a task force for it, and have the taskforce deal with the selection of items in the store. 
[23:28:29] <matt_> Bytram, the board just needs to make sure that we don't decide on something that places the corporation at unnecessary legal risk. 
[23:28:29] <Bytram> I fully agree. thanks. What is the potential issue with the tag line? 
[23:28:42] <mrcoolbp> matt_, NCommander: I will get to fleshing out the store ASAP, it will be on the top of my todo 
[23:28:47] <mattie_p> Bytram: probably copyright or trademark infringement from the movie 
[23:28:54] <matt_> mrcoolbp, sounds good! 
[23:29:05] <matt_> Next, Item 3: Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.). 
[23:29:06] <NCommander> mattie_p, that was my concern 
[23:29:17] <matt_> unless there are any remaining swag issues... 
[23:29:22] <Bytram> yes 
[23:29:41] <Bytram> are we self-hosting the swag store; shipping, billing and all that? 
[23:29:41] <mrcoolbp> = / 
[23:30:03] <mrcoolbp> Bytram: negative, we went with a 3rd party solution due to resource constraints 
[23:30:03] <matt_> Bytram, the swag store is on CafePress. 
[23:30:21] <Bytram> do they get a cut of the sales, and if so, how much? 
[23:30:27] <xlefay> Bytram, matt_, perhaps, a task force for dealing with those items would be the best? Then, that taskforce can make recommendations to the staff and/or board? 
[23:30:29] <mrcoolbp> Bytram: self-hosting and shipping ourselves would take a huge amount of work 
[23:30:37] <matt_> Bytram, oh, that's a really good point. We need to decide on the markup. 
[23:30:49] <mrcoolbp> Bytram: of course they do, they set a base price and we set markup 
[23:30:50] <xlefay> Regarding, whether we oursource things, what items are in the store, etc. 
[23:31:03] <Bytram> mrcoolbp: I *fully* agree on self-hosting being work-intensive. 
[23:31:06] <matt_> xlefay, that is a good idea too. my understanding is that mrcoolbp is currently leading that task force. 
[23:31:17] <mrcoolbp> xlefay: I would love a taskforce on the specifics, I can make the rest happen 
[23:31:28] <mrcoolbp> any volunteers? 
[23:31:37] <xlefay> matt_, I see. Than I suggest, we wait till mrcoolbp and his team (which he'll assemble) make a recommendation. 
[23:31:48] <xlefay> mrcoolbp, count me in. I would be delighted to help out! 
[23:32:10] <mrcoolbp> xlefay: I'll send you an email, and send one out to staff soliciting other volunteers 
[23:32:14] <matt_> xlefay, that sounds good to me. shall we aim for about a week from today? does that sound reasonable? 
[23:32:26] <mrcoolbp> okay, any other swag issues? NCommander: are we okay with going WITH the tagline for now? 
[23:32:45] <xlefay> matt_, I believe that question is supposed to be targeted to mrcoolbp, since it's his taskforce :-) 
[23:32:50] <mrcoolbp> matt_ we can have a store ready-to-go in 7 days, yes 
[23:32:51] <Bytram> I have a question on how the task force will report back... e-mail to staff@soylentnews.org? Post it on the wiki? How? 
[23:33:02] <NCommander> Ulitmately, I'm worried about us getting sued out of existence for it since we'd be directly profitting 
[23:33:12] <NCommander> On the other hand, Soylent (food product) exists and hasn't been sued so ... 
[23:33:12] <mattie_p> re Tagline: I'm searching the USPTO and there are two live trademarks on soylent, one for the food and one by WB 
[23:33:21] <mrcoolbp> Bytram: I'll make the final decisions availalble on the staff list 
[23:33:35] <xlefay> Bytram / mrcoolbp , I suggest, we make one or multiple wiki pages, in which we'll disclose our findings and our recommendations. And then send that link to the staff. 
[23:33:39] <Bytram> mrcoolbp: that's great! thank you very much! 
[23:33:52] <NCommander> so, assuming we accept this as acceptable risk 
[23:33:56] <NCommander> I don't have an issue with it 
[23:34:10] <matt_> ok. ready to move on? 
[23:34:17] <mrcoolbp> I am 
[23:34:17] <xlefay> mrcoolbp, that'll allow us to, also be open regarding our process and the particular details. Thoughts? 
[23:34:21] <Bytram> was there a vote here? 
[23:34:28] <mrcoolbp> xlefay: great, let's discuss that later 
[23:34:37] <xlefay> mrcoolbp, agreed. :) 
[23:34:39] <NCommander> Bytram, vote on what? 
[23:34:39] <mrcoolbp> = ) 
[23:34:46] <xlefay> moving on then ;-) 
[23:34:57] <matt_> <+matt_> Next, Item 3: Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.). 
[23:35:04] <matt_> First, amending our Bylaws to allow meetings on IRC. (For those not here for the last meeting, our Bylaws may or may not allow meetings on IRC, but the Board can still take "action without a meeting" as long as it is unanimous and in writing.) 
[23:35:05] <mrcoolbp> (matt_ Bytram is wondering if that issue required a vote) 
[23:35:16] <Bytram> we have agenda items, and it would be good to note whenever we finish an item, what the conclusion/result was 
[23:35:35] <matt_> mrcoolbp, oh. Bytram, to be safe the board should authorize the opening of the store, when it is ready. 
[23:35:45] <Bytram> EXACTLY! 
[23:35:56] <mrcoolbp> matt_ that works for me (Bytram we aren't "ready" yet) 
[23:35:57] <matt_> Bytram, yes. so far, we have just been noting when we finish agenda items that require a vote. 
[23:36:34] <matt_> Bytram, one of the benefits of a 3-person board is that we don't have to worry too much about sticking to the details of parlimentary procedure :) 
[23:36:38] <Bytram> matt_: I have been at too many meetings where there has been lots of disussion 
[23:36:43] <xlefay> matt_, regarding item #3, I think allowing meetings on IRC is fine, but I do believe we should have a format for doing so. It can get quite complicated, multiple conversations running at once, etc. So we'll need to prevent that. 
[23:36:59] <Bytram> and when the meeting was over, it was unclear who was doing what by when 
[23:37:05] <xlefay> (e.g. focussing on one thing at a time) 
[23:37:18] <matt_> xlefay, yes. however we decide to do it, i strongly suggest that we confirm any decisions made at a meeting immediately after the meeting via email. 
[23:37:28] <mrcoolbp> ^^ 
[23:37:34] <NCommander> xlefay, we need to fix the bylaws to formally allow it, kinda an oversight >.<; 
[23:37:54] <matt_> so i was hoping that we could vote on that amendment at this meeting. 
[23:38:00] <matt_> Shall we take a vote on amending the Bylaws to allow meetings on IRC? 
[23:38:03] <xlefay> NCommander, I understand. I'm just suggesting we discuss what kind of format before we do so. 
[23:38:26] <xlefay> Otherwise, we'll allow it, but there's no proper format to do so, and things can get messy down the road, which isn't what we want. 
[23:38:55] <NCommander> point taken 
[23:39:22] <matt_> Any objections to voting on the issue of whether to allow board meetings on irc? 
[23:39:24] <Bytram> these are the corporate bylaws that I reviewed a few weeks ago? 
[23:39:30] <matt_> Bytram, correct. 
[23:39:38] <Bytram> okay, thanks. 
[23:39:47] <xlefay> Just out of curiosity. This is already a board meeting, and yet, it isn't formally allowed by, the bylaws? That seems rather odd, lol 
[23:40:00] <matt_> exactly why i suggest we vote to fix that =) 
[23:40:07] <mrcoolbp> matt_ no objections, can we add discussion of meeting format as another topic? 
[23:40:17] <xlefay> matt_, the only objection I have is, that we first define a format to have such meetings, when we have that, I see no objection, not from me at least. 
[23:40:31] <matt_> xlefay, our bylaws allow "action without a meeting", by unanimous written consent of the board. 
[23:40:36] <mrcoolbp> ^^^ 
[23:40:36] <xlefay> Then again, I'm not even sure if I'm on the board as it stands so.... rather confused about that ;) 
[23:40:45] <xlefay> I see, that's cool. 
[23:40:49] <mrcoolbp> xlefay: you are not currently on the board 
[23:40:54] <Bytram> so there are two questions here... (1) whether or not to allow board meetings on IRC, (2) what changes are required in the bylaws to support said change 
[23:40:55] <xlefay> ah I see 
[23:41:03] <matt_> mrcoolbp, added to Item 4. 
[23:41:05] <mrcoolbp> thanhks 
[23:41:42] <mrcoolbp> Bytram: that would be the change 
[23:41:55] <matt_> ok, so i have prepared a question for the vote. if we are ready to vote, i can pose the question :) 
[23:42:01] <mrcoolbp> NComander: shall we vote on item #3? 
[23:42:19] <NCommander> lets have the question specifically written up then vote 
[23:42:28] <xlefay> (just one question, as this is a board meeting, or at least, sort-of, does staff opinion/vote weigh in or?) 
[23:42:41] <mrcoolbp> xlefay: that's why you are here 
[23:43:09] <matt_> NCommander, i have a question written up, which I can present if you are ready to vote on it. Of course, you can vote "No" if you don't like the wording... 
[23:43:13] <xlefay> mrcoolbp, cool, just making sure. The "board meeting" subject in the e-mail implied it was for the board, but since I'm not on said board, I got a tiny bit confused. 
[23:43:14] <mattie_p> Query: If the board isn't sure it can have meetings on IRC: will a vote taken in an IRC meeting be valid? 
[23:43:16] <mrcoolbp> you don't get to vote (unless you are on the board) but we are hearing opinions for sure 
[23:43:19] <Bytram> from my reading of the bylaws, the community is invited to attend and to voice their views so that the board can make an informed decision. 
[23:43:32] <matt_> xlefay, staff opinion certainly weighs in, but only the current Directors may vote by law. 
[23:43:39] <mrcoolbp> mattie_p "action without a meeting" 
[23:43:51] <mrcoolbp> mattie_p technically this "isn't a board meeting" 
[23:43:56] <mrcoolbp> as I understand it 
[23:44:10] <matt_> mattie_p, from the logs of our last meeting: 
[23:44:11] <matt_> First: Our simple bylaws do not specifically allow board meetings over irc :( and we had less than the required 2 business days notice of this meeting :( but that's ok because we can take action without a meeting according to Article III, Section 11: "Action without a Meeting" :) 
[23:44:17] <matt_> This works as long as "all members of the Board of Directors [...] consent thereto in writing or by electronic transmission, and such writings or electronic transmissions are filed with the records of the meetings of the Board of Directors", because "Such consent shall be treated as a valid and proper vote of the Board of Directors or committee thereof for all purposes". 
[23:44:21] <matt_> So, long-story short, any decisions that we make here need to be unanimous to be binding. We can change this by voting to amend the bylaws during this meeting, if you want, or we can leave that for later. 
[23:44:39] <mattie_p> mrcoolbp, matt_ thanks for the clarification 
[23:44:46] <mrcoolbp> np 
[23:44:58] <Bytram> thanks for the clarification 
[23:45:10] <mrcoolbp> okay: move to vote on #3 
[23:45:12] <xlefay> matt_, thanks for the full explanation & clarification. It's much appreciated. Anyway, I suggest we just move to the vote. 
[23:45:26] <matt_> cool. NCommander, ready? 
[23:45:44] <NCommander> Call the vote 
[23:45:49] <matt_> All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the Corporation to allow the Board of Directors to take action without a meeting, such that 
[23:45:53] <matt_> Aye! 
[23:46:02] <NCommander> aye 
[23:46:05] <NCommander> wait 
[23:46:08] <NCommander> where the rest of it 
[23:46:14] <mrcoolbp> such that... 
[23:46:14] <NCommander> "such that ..." 
[23:46:25] <matt_> please stand by :) 
[23:46:57] <matt_> it was too long :( 
[23:47:06] <matt_> ok, a 2-parter. please stand by :) 
[23:47:15] <xlefay> I cannot, as a staff member, agree with such an amendment unless, a format is first declared. So that, meetings on IRC will be properly structured and be sound. That's, my take on it anyway... 
[23:47:26] <xlefay> but, feel free to ignore that hehe :P 
[23:47:43] <NCommander> xlefay, the format doesn't need to be locked in the bylaws 
[23:47:46] <mrcoolbp> xlefay: a discussion on the format is forthcoming already 
[23:48:00] <xlefay> NCommander, true, but it should be declared (say, on the wiki) 
[23:48:05] <matt_> All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the 
[23:48:09] <matt_> Corporation to allow the Board of Directors to take action without a meeting, such that any such action shall require the vote of a majority of the Directors then in office, confirmed by email to the Secretary of the Corporation, to be binding and effective): 
[23:48:29] <NCommander> xlefay, and it will be, but this is just fixig the bylaws so we can formally do it on IRC at all 
[23:48:52] <Bytram> matt_: question.... 
[23:49:00] <NCommander> matt_, still seems bifuricated, stuff it on pastebin.com or something 
[23:49:10] <NCommander> or maybe xchat being stupid 
[23:49:11] <Bytram> are we over-specifying by mentioning "IRC"... 
[23:49:13] <NCommander> I see the whole thing now 
[23:49:21] <matt_> Bytram, it is complete. 
[23:49:24] <mrcoolbp> bytram: no 
[23:49:37] <matt_> i meant NCommander :) 
[23:49:54] <paulej72> does this till have the x days stuff in effect 
[23:50:12] <matt_> Bytram, what other means would you envision wanting to use for a board meeting? 
[23:50:22] <xlefay> NCommander, mrcoolbp, I have full faith in the board and the staff, but.. this is binding so I generally feel safer if something is first declared/written up/proposed before it is decided, just to avoid misunderstandings and the likes later on. This is just me "playing it safe", feel free to disregard it 
[23:50:34] <matt_> paulej72, the final text will have to be approved via email. 
[23:50:42] <mrcoolbp> xlefay: it's been duly noted 
[23:50:52] <mrcoolbp> I'm gonna vote: 
[23:50:54] <mrcoolbp> Aye! 
[23:51:03] <Bytram> so, IRC and *ONLY* IRC? No other real-time chat-type system would be permitted. i don't know of any specific alternative off-hand, but it is an *instance* of a *class* of communication tools. 
[23:51:05] <matt_> xlefay, paulej72, the issue is that normally, this would be attached to an email or presented at a meatspace meeting, etc. 
[23:51:16] <mrcoolbp> Bytram: we can always ammend later. 
[23:51:43] <NCommander> Bytram, this is for regular BoD meetings, special meetings can be in any formal, meatspace or virtual space 
[23:51:54] <matt_> Bytram, if we wanted to use an alternative means, it would be easy to amend the bylaws again. 
[23:51:56] <xlefay> Also, I suggest, that, those decisions are only binding if they are, indeed, properly documented. 
[23:52:07] <Bytram> NCommander: like a conference call? If so, I'm good then. 
[23:52:10] <NCommander> and if we're going to move those somewhere else, we should have to vote on it 
[23:52:17] <xlefay> (with of course, those predefined templates) 
[23:52:18] <Bytram> agreed. 
[23:52:22] <NCommander> Bytram, that's already explicately allowed by the current bylaws 
[23:52:28] <matt_> xlefay, thus the "shall be confirmed after said meeting by email" line. 
[23:53:09] <xlefay> matt_, I meant, on a public forum - since, we are for the public benefit? Say, the wiki? Of course, I understand if there are exceptions to certain decisions. 
[23:53:18] <Bytram> NCommander: yes, I'd forgotten about that temporarily. thanks for the reminder. I'm good. 
[23:53:24] <mrcoolbp> xlefay: please bring that up at the format discussion 
[23:53:47] <xlefay> mrcoolbp, will do. Just figured I'd lay it out there, for possible amendment into the amendment itself. 
[23:53:58] <matt_> xlefay, we are posting the minutes on the wiki. Once we have an actual official meeting (if we amend the bylaws to allow such a thing over IRC, for example), the minutes will be placed on the wiki in a standard format, i would think. 
[23:54:28] <NCommander> anyway, Aye 
[23:54:34] <mrcoolbp> Aye 
[23:54:45] <xlefay> matt_, that's good - but shouldn't that be a requirement, for the sake of completeness? (forgive my questions, just ensuring I fully understand) 
[23:54:50] <matt_> hah! to the question 50 lines up :D let me restate it: 
[23:54:59] <matt_> All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the 
[23:55:04] <matt_> Corporation to allow the Board of Directors to take action without a meeting, such that any such action shall require the vote of a majority of the Directors then in office, confirmed by email to the Secretary of the Corporation, to be binding and effective): 
[23:55:09] <mrcoolbp> Aye! 
[23:55:11] <matt_> Aye! 
[23:55:18] <NCommander> Aye 
[23:55:20] <matt_> Resolved. 
[23:55:25] <matt_> Great! I will circulate the text of the amendment for final approval once I have it ready. 
[23:55:41] <NCommander> yay 
[23:55:44] <matt_> Now, on to the proposal for issuing common stock to NCommander and myself to facilitate the transfer of assets from us to the Corporation without placing the Corporation in debt. 
[23:55:53] <matt_> Did you guys have a chance to review the document that I sent? If so, what did you think of it? Would you like me to recap the purpose/benefits of this proposal? 
[23:56:05] <mrcoolbp> yes please 
[23:56:14] <matt_> To recap, this agreement accomplishes the following: 
[23:56:18] <NCommander> briefly, not sure, yes 
[23:56:19] <matt_> 1. SoylentNews acquires all rights to its own accounts, data, domains, etc., which are currently owned by Michael and myself. 
[23:56:24] <matt_> 2. SoylentNews gets long-term liabilities for start-up costs off of its books (i.e., SN is not in debt to anyone). If, once SN is financially stable, we wanted to reimburse start-up costs, the board could authorize the payment of a dividend, etc. 
[23:56:27] <matt_> 3. The agreement provides a mechanism for us to contribute some cash directly to SN, which would allow SN to start directly paying for hosting, etc., thus minimizing accumulation of personal expenses for which we would later want to seek reimbursement. If this is of interest, we should discuss the amounts of cash that we would want to contribute. I included $700 for me as an example in the attachment. 
[23:56:32] <matt_> 4. Tax implications are minimal because there are no restrictions that will lapse (e.g., vesting). If we wanted to include a vesting schedule, we would include that in a separate shareholder's agreement, which would be a bit more complicated (although I do have a template). This would then likely require the 83(b) election that I mentioned in our last meeting, unless we decided to impose vesting restrictions later. 
[23:56:37] <matt_> 5. If the same number of shares are issued to Michael and to me, then there will be no change in authority relative to the current situation with a 3-member board that includes the two of us. For example, it would not be possible to accidentally sell the corporation to DICE, as both Michael and I would have to agree to such a sale :) 
[23:56:47] <matt_> i think that's pretty much it. =) 
[23:57:30] <xlefay> I think that speaks for itself.. as a non-board member, let me just say "aye" 
[23:57:35] <mrcoolbp> heh 
[23:57:50] <Bytram> matt_: is this *common* stock or *capital* stock? 
[23:57:55] <mrcoolbp> common 
[23:57:59] <matt_> Bytram, those two are the same thing for us :) 
[23:58:06] <mrcoolbp> oh 
[23:58:17] <matt_> Bytram, our Certificate of Incorporation doesn't allow us to issue Preferred Stock or any other kind of capital stock. 
[23:58:31] <Bytram> ahhhhh, got it now. thanks! 
[23:58:37] <NCommander> I admit I'm still concerned about possible tax stuff on both a personal and corporate level 
[23:59:13] <NCommander> I'm willing to investigate further (I needo to talk w/ my accountant), and perhaps have things lined up for a formal yay/nay next meeting 
[23:59:20] <matt_> NCommander, the key with this is: if we want to do it, we should do it before the stock has any value, otherwise it gets more complicated. 
[23:59:31] <mrcoolbp> = / 
[23:59:33] <NCommander> Well, that's going to take awhile 
[23:59:41] <NCommander> with making sure we have proper provisions in allowing the PBC to buy itself back 
[23:59:51] <mrcoolbp> yes, agreed 
[00:00:27] <mrcoolbp> NCommander, matt_: it's true that we don't currently have a revenue stream, but we do have plans in place to start that going 
[00:00:31] <Bytram> NCommander: I'm not so sure about how long it would take; between subscriptions and swag, we could be in the black in a few weeks. 
[00:00:52] <matt_> normally this type of agreement is done within 2-3 days of incorporation :/ 
[00:01:05] <Bytram> NOTE: *could* not necessarily *will*. 
[00:01:12] <matt_> to eliminate any possibility that the stock has increased in value between incorporation and issuance. 
[00:01:27] <matt_> NCommander, when can you talk with your accountant? 
[00:01:53] <NCommander> probably this week 
[00:02:27] <matt_> ok. i know that you're planning a trip soon, do you think it would be realistic to try to sqeeze in a meeting before then, at least on this issue? 
[00:02:45] <NCommander> My concern with issuing stock of any kind is it means that part of the corporation isn't owned by itself. Lets say a year from now, we're in the black you have got stock though for the site 
[00:03:07] <NCommander> And then hit a personal issue like bankruptecy and sell assets to a third part :-P 
[00:03:08] <Bytram> can the board agree now to have the corporation issue stock, contingent on NCommander's discussion with his accountant and acceptance of it? 
[00:03:27] <matt_> NCommander, oh, this is a key point. The Board of Directors has to approve all transfers of stock. 
[00:03:28] <mrcoolbp> NCommander: I don't beleive they can be sold to a third party 
[00:03:34] <mrcoolbp> ah that 
[00:03:37] <matt_> NCommander, so you're not allowed to sell it without board approval. 
[00:03:43] <matt_> that's in our bylaws. 
[00:03:58] <NCommander> ALright 
[00:04:15] <NCommander> I'm willing to approve a tentative approval to make sure I'm not upsetting a legal mess 
[00:04:31] <matt_> approve a tentative approval :? 
[00:04:32] <paulej72> so what happens if someone does sell it. is the stock void? 
[00:04:43] <matt_> paulej72, the sale is null and void. 
[00:04:50] <paulej72> ok 
[00:05:08] <NCommander> matt_, basically, make it hinge on me talking taxes w/ my personal accountent, and if he doesn't see any issues for my person issue, ACK 
[00:05:25] <juggs> could a majority of board members cause the bylaw that forbids the sale of stock to be removed? 
[00:05:33] <matt_> ok. i can adjust my pre-prepared voting language to that effect. 
[00:05:43] <matt_> juggs, yes. 
[00:05:45] <NCommander> juggs, yes 
[00:05:46] <mrcoolbp> juggs: yes 
[00:05:55] <NCommander> wow, echo 
[00:06:03] <juggs> ha 
[00:06:07] <juggs> I hear ya! 
[00:06:27] <matt_> ok, please stand by for a vote. of course, let me know if you have any questions/issues with the following language. 
[00:06:34] <matt_> this is a long one :) 
[00:06:45] <matt_> All those in favor of authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Michael Casadevall at a purchase price of $0.10 per share, payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Matt Ang 
[00:06:49] <matt_> payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and resolving that the form of the Founder's Common Stock Subscription Agreement be, and hereby is, adopted, ratified and approved, and that the sale and issuance of Common Stock to each of the above named persons shall be conditioned upon the receipt by the Corporation of (a) the purchase price for said stock and (b) 
[00:06:53] <matt_> Agreement, including executed copies of any and all documents attached thereto as exhibits, and that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to take such further action and execute such additional documents as each may deem necessary or appropriate to carry out the purposes of this resolution: 
[00:07:44] <mrcoolbp> matt_ are we getting message truncation again? 
[00:07:49] <mattie_p> looks like you missed a few words in there 
[00:07:55] <matt_> mrcoolbp, i think that came through. 
[00:08:04] <matt_> mattie_p, let me triple-check. 
[00:08:05] <mattie_p> matt_: your name didn't 
[00:08:09] <Bytram> first paragraph, your name is incomplete 
[00:08:25] <Bytram> matt_: ^^ 
[00:08:28] <paulej72> flood control 
[00:08:39] <matt_> *sigh 
[00:08:46] <juggs> :D 
[00:08:49] <matt_> ok, trying again :) 
[00:09:10] <paulej72> paste in smaller chunks 
[00:09:16] <NCommander> matt_, pastebin.com or something similar is your friend 
[00:09:19] <paulej72> submit between each 
[00:09:37] <matt_> All those in favor of authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Michael Casadevall at a purchase price of $0.10 per share, payable in cash, or by any other form of consideration permitted by applicable law, including the 
[00:09:44] <matt_> contribution of tangible property, and authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Matt Angel at a purchase price of $0.10 per share, 
[00:09:50] <matt_> payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and resolving that the form of the Founder's Common Stock Subscription Agreement be, and hereby is, adopted, ratified and approved, and that the sale and 
[00:11:35] <matt__> Agreement, including executed copies of any and all documents attached thereto as exhibits, and that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to take such further action and execute such additional 
[00:11:40] <matt__> documents as each may deem necessary or appropriate to carry out the purposes of this resolution: 
[00:12:15] <paulej72> .op 
[00:12:34] <matt__> paulej72, i was flood-controlled :( 
[00:12:43] <NCommander> matt_, pastebin is your friend, seriously 
[00:12:46] <xlefay> matt__, hence why pastebin is suggested :) 
[00:12:47] <NCommander> Its easier to read 
[00:12:48] <juggs> missed a bit again around here "issuance of Common Stock to each of the above named persons shall be conditioned upon the receipt by the Corporation of (a) the purchase price for said stock and (b)" 
[00:12:49] <mrcoolbp> .voice matt__ 
[00:13:00] <matt__> NCommander, ack. ok, pastebin next time, definitely! 
[00:13:29] <matt__> anyway, i think everyone has the jist of it :) 
[00:13:32] <NCommander> matt__, 50k shared is > what either of us owe though 
[00:13:36] <NCommander> *shares 
[00:13:38] <matt__> so, we can just do the final text over email. 
[00:13:49] <matt__> NCommander, it's at $0.10 per share. 
[00:14:01] <NCommander> 50000*.10 == 5000 
[00:14:05] <juggs> $5K each? 
[00:14:07] <matt__> NCommander, we have to value our "Tangible and Intangible Property" in a way that the IRS, etc. will accept. 
[00:14:11] <mattie_p> up to 50,000 shares are authorized to be sold, don't have to sell them all 
[00:14:19] <NCommander> oh 
[00:14:19] <matt__> so, for example, your contributions to date add up to a total value of $5000. 
[00:15:26] <mrcoolbp> .voice matt_ 
[00:15:48] <matt_> Ok, so the last remaining step to get the Corporation officially set up is: I will collect all of the resolutions adopted by the board so far, including language for amending the Bylaws to allow meetings on IRC, and put together a "Unanimous Written Consent of the Board of Directors" document, which the three of us should sign. 
[00:16:18] <mrcoolbp> okay 
[00:16:24] <NCommander> k 
[00:16:26] <matt_> Finally, Item 4: Any other business (community involvement in corporate governance, SN policies and procedures manual, including: staff appointment & authority, account and password management, individual team policy, policy on retaining records, etc.). 
[00:16:37] <matt_> NCommander, how's your incorporation post going? 
[00:17:20] <matt_> i ask, because i think that it would be nice to post the bylaws, etc. on the wiki, so that everyone can see them... 
[00:17:50] <Bytram> matt_: point of order? was there a vote taken on the issuance of common stock? 
[00:17:58] <mrcoolbp> negative 
[00:18:10] <matt_> Bytram, due to technical issues, we will go with an email vote for that one, i think. 
[00:18:22] <NCommander> matt_, its going very slowly 
[00:18:30] <NCommander> I got about a 1/3rd through it 
[00:18:30] <matt_> Bytram, since it didn't seem that there were any questions (unless i missed any). 
[00:18:55] <Bytram> matt_: okay, thanks. 
[00:19:42] <matt_> NCommander, also at the last meeting we had mentioned that your post would be a geat place to ask the community specifically how they would like to be involved in the governance of SoylentNews PBC. 
[00:20:12] <mrcoolbp> yes, please throw that in there somewhere 
[00:20:17] <matt_> let us know if you need any help with that, ok? 
[00:20:32] <NCommander> mrcoolbp, its in there 
[00:20:35] <NCommander> alright 
[00:20:36] <mrcoolbp> great 
[00:20:37] <matt_> Next is the SN policies and procedures manual. 
[00:20:38] <NCommander> *already 
[00:20:43] <mrcoolbp> On the Policy manual I have an update 
[00:21:14] <mrcoolbp> Janrinok and I started drafting an SN Policy manual based on conversations with LaminatorX and matt_ 
[00:21:35] <mrcoolbp> once we have something readable, the plan is to circulate on the staff list for suggestions and criticisms 
[00:22:08] <mrcoolbp> matt_ can you elaborate on "staff appointment & authority 
[00:22:10] <mrcoolbp> ? 
[00:22:43] <matt_> mrcoolbp, actually, i think that you probably already have that in there. basically, how does someone become "staff", and what authority do staff have. 
[00:22:59] <mrcoolbp> oh, part of the policy manual got it 
[00:23:00] <mrcoolbp> okay 
[00:23:03] <mrcoolbp> account and password management: We have done a decent job of duplicating privledges and passwords on various accounts 
[00:23:15] <mrcoolbp> but I think we need to do a once over on each account 
[00:23:28] <mrcoolbp> I can work with paulej72 on making sure that is done 
[00:23:43] <mrcoolbp> I think 3 people should be able to access each system 
[00:24:09] <mrcoolbp> but we had discussed locking the keys in a container and needing mulitple people to unlock (food for thought) 
[00:24:30] <matt_> nice. it sounds like you have a good grip on the issue. the question of SN's policy on retaining records came up recently, as well. 
[00:24:35] <paulej72> would like it to be 3 qualified people, but we will tak what we can get 
[00:24:39] <Bytram> mrcoolbp: do we have *one* place which itemizes *all* the (computer) accounts we have? Each system (e.g. Boron), service, DNS entries, *everything*? 
[00:24:42] <mrcoolbp> paulej72: well said 
[00:24:53] <mrcoolbp> Bytram, not compiled, I'll note that 
[00:25:12] <Bytram> great! thank you. 
[00:25:27] <xlefay> We can certainly get records from LDAP, as for local accounts - that'll require some inventorisation. 
[00:25:28] <Bytram> might check with xlefay who has a pretty good list from setting up icinga, too. 
[00:25:33] <mrcoolbp> matt_ that's all I have for now on that item, is now a good time to bring up a point from a staff memeber who couldn't make it? 
[00:25:48] <mrcoolbp> Bytram: noted, thank you! 
[00:26:10] <matt_> mrcoolbp, yes! we have reached the end of the agenda, so let's open the floor. 
[00:26:22] <mrcoolbp> okay 
[00:26:31] <mrcoolbp> <+mechanicjay> I'm wondering about regular meetings, their frequency and I'd like to see 1 weeks notice before future meetings. While that wont' be an idea time, it does give folks a chance to arrange their schedules accordingly. 
[00:26:31] <mrcoolbp> <+mechanicjay> Also, now that incorporation has started, what are the responsibilities of regular old staff folks. Does the relationship between a volunteer staff person and the corporation get formalized at some point? 
[00:26:51] <mrcoolbp> idea = ideal I think 
[00:27:18] <mrcoolbp> the second one I'll add to my SN policy manual draft 
[00:27:38] <mrcoolbp> I have "a template for that" 
[00:27:43] <matt_> mrcoolbp, yes, the second one sounds like it would be perfect for the policy draft. 
[00:27:45] <matt_> =) 
[00:28:14] <mrcoolbp> matt_ is one week notice a good goal to shoot for? 
[00:28:29] <matt_> mrcoolbp, as for the first one, it's also related to the policy draft, as it should be made clear that the board meetings are different than the staff meetings, i think. 
[00:28:52] <mrcoolbp> matt_ if you want I can add a distiction to the manual 
[00:29:03] <matt_> mrcoolbp, this also gets to the issue of electing additional directors, which we can do at any time. 
[00:29:11] <matt_> mrcoolbp, yes please. 
[00:29:13] <mrcoolbp> ah yes, nice segway 
[00:29:17] <mrcoolbp> matt_ noted 
[00:29:37] <matt_> also, i forgot one last item that was added to the agenda: discuss a standard format for board meetings 
[00:29:50] <mrcoolbp> okay, so let's take those one at a time 
[00:30:13] <mrcoolbp> first, are there any board positions that we feel should be fulfilled? 
[00:30:24] <mrcoolbp> matt_ could you recap the common unfilled positions? 
[00:30:33] <xlefay> oops, a bit too late, but... Additionally, when meetings are made in advance, people can easily - suggest topics/items ahead of time. 
[00:30:47] <matt_> mrcoolbp, well there are really two questions there: do we want to elect additional Directors, and do we want to appoint additional officers. 
[00:31:06] <mrcoolbp> matt_ can you elaborate on the difference? 
[00:31:27] <Bytram> I'd appreciate a refresher, too. 
[00:31:32] <matt_> xlefay, actually, wouldn't it be good if there were a wiki where people could raise issues, so that we would be sure to bring them up at the next meeting, whenever that meeting is? 
[00:31:53] <mrcoolbp> matt_ that's a great idea 
[00:31:55] <mattie_p> officers are "official" staff of the corporation, board members vote in these meetings. They do not necessarily overlap, although right now they do 
[00:31:58] <xlefay> matt_, that's a great idea! 
[00:32:31] <Bytram> how would/could they be different? 
[00:32:41] <matt_> mrcoolbp, ok. so directors are directors (they take votes at board meetings, and the board has general responsibility for the corporation), while the officers are President, CEO, Treasurer, Secretary, and any number of Vice Presidents, Assistant Treasurers, Assistant Secretaries, etc., each of whom has specific duties. 
[00:32:57] <paulej72> do we want team leaders to be board members? 
[00:33:05] <matt_> mattie_p, exactly! 
[00:33:08] <mrcoolbp> NCommander ^^ 
[00:34:06] <NCommander> paulej72, dev, Ieditoral, community, IRC? 
[00:34:07] <mattie_p> officers run the day to day business of the corporation. board members control the overall direction and appoint officers, but do not make day-to-day operational business decisions 
[00:34:08] <matt_> i would suggest that the officers should be given maximum leeway to discharge their duties, and that the board only step in on specific issues if there is a credible legal or financial issue. 
[00:34:22] <NCommander> ack on what matt_ says 
[00:34:32] <mattie_p> so each of the three board members currently has two hats, if you will 
[00:34:43] <mrcoolbp> matt_ I ACK that as well 
[00:35:17] <paulej72> yes NCommander 
[00:35:35] <juggs> ack as in dislike? 
[00:35:44] <xlefay> ack as in acknowledge I assume 
[00:35:45] <mattie_p> ack = acknowledge 
[00:35:50] <juggs> ty 
[00:35:53] <Bytram> NCommander: and qa, too? 
[00:35:53] <matt_> i would also suggest that the board be kept to a reasonable size to facilitate scheduling, discussion, and voting. 
[00:36:09] <NCommander> Bytram, yes, but I also don't want to overcrowd the board 
[00:36:19] <Bytram> NCommander: noted. 
[00:36:39] <NCommander> I recommend we toss this on chillax or the mailing list, and bring it back up next meeting 
[00:36:54] <mrcoolbp> NCommander: agreed 
[00:36:54] <Bytram> matt_: in your experience, how large is "too big"? 
[00:36:55] <paulej72> and should the board confirm the current team structure or do a restructure if we do make team leaders booard members 
[00:37:20] <mrcoolbp> paulej72: we don't have an outline for the structure in any formal means 
[00:37:32] <mrcoolbp> so I wouldn't feel right confirming that 
[00:37:56] <matt_> Bytram, in the very early stages (e.g., now), it is helpful to keep it to 3, just to keep things moving forward. Pretty soon, i would imagine it could/should be increased, probably to a maximum of 5-ish. 
[00:38:46] <juggs> I d/conned not sure if I missed anything :( 
[00:38:57] <Bytram> matt_: thanks. My experience has been that many more than 6 or so and things take much longer to decide. thanks for the confirmation. 
[00:39:01] <mrcoolbp> juggs: check the log after 
[00:40:04] <matt_> Bytram, agreed. Also, there is a lot on the agenda in these early days, but pretty soon i would expect board meetings to need to happen less frequently, and have fewer major issues to discuss. 
[00:40:28] <mrcoolbp> okay, so should we move on to the Format for Board Meetings on IRC? 
[00:41:17] <matt_> ok. any thoughts? 
[00:41:28] <Bytram> should we discuss that here, and now, or just agree we need one and work itout later? 
[00:41:52] <Bytram> the details of the IRC board meeting, that is 
[00:41:56] <mrcoolbp> maybe get someone on a task force that could propose something for another meeting? 
[00:42:31] <Bytram> I'll take that. 
[00:42:45] <mrcoolbp> Bytram: thanks, I'd suggest working with xlefay 
[00:42:51] <mrcoolbp> okay, anything else? 
[00:42:54] <mrcoolbp> did we miss anything? 
[00:43:52] <Bytram> I can't think of anything off-hand. 
[00:44:11] <matt_> i think that's it. so my tasks (aside from investigating pastebin) are: draft and send a "Unanimous Written Consent of the Board of Directors" that includes the proposed amendment to the bylaws, and everything else that has been decided so far. 
[00:44:29] <NCommander> Mine are bang on the subscription code, and call accountent 
[00:45:24] <mrcoolbp> mine are the policy manual and the store 
[00:45:27] <Bytram> I'll work on a draft format for holding Board Meeting discussions on IRC. 
[00:45:51] <matt_> NCommander, also to finish up your incorporation post? 
[00:45:52] <mrcoolbp> I think that's it 
[00:46:00] <NCommander> oh that too 
[00:46:07] <NCommander> Beyond that, anything else, or can we close this ot? 
[00:46:15] <matt_> All those in favor of adjourning? 
[00:46:26] <Bytram> NCommander: I can help with the incorporation post 
[00:46:28] <NCommander> aye 
[00:46:29] <mrcoolbp> Aye! 
[00:46:30] <matt_> Aye! 
[00:46:32] <matt_> This Meeting of the Board of Directors of SoylentNews PBC stands adjourned!

Incorporation/Bylaws

2014-05-29T21:10:43Z

Mattie p: /* Article VI ~ Board of Directors */

'''LIBRENEWS FOUNDATION BYLAWS'''

== Article I ~ Name ==

The name of this corporation (hereinafter referred to as the Foundation) shall be LibreNews Foundation.

== Article II ~ Purpose ==

The purposes of the Foundation shall be:
* to create the best sources for independent, not-for-profit journalism
* to create forums where people can discuss, and review any topic
* to be an advocate for freedom of press, freedom of speech, and digital rights
* to improve the dissemination of news to the general public
* to help promote awareness of issues and challenges facing the aforementioned items.
* to provide a legal basis for member sites which promote the purposes of the Foundation

== Article III ~ Definitions ==

Terms in this document have the following meaning.
<ul>
<li>Account - [NOTE: cannot be "Under uncle Ed's mattress; how to define?] A savings or checking account at a Licensed Institution (Federal or State Bank or Credit Union.)
<li>Board Member - Someone who holds an office in the Foundation.
<li>Board of Directors - Is comprised of all of the Board Members.
<li>Business Day - Any calendar weekday (Monday, Tuesday, Wednesday, Thursday, or Friday) that is also not one of the ten (10) official Federal holiday as defined in "Title 5 U.S. Code § 6103 - Holidays":
<ul>
<li>New Year’s Day, January 1.
<li>Birthday of Martin Luther King, Jr., the third Monday in January.
<li>Washington’s Birthday, the third Monday in February.
<li>Memorial Day, the last Monday in May.
<li>Independence Day, July 4.
<li>Labor Day, the first Monday in September.
<li>Columbus Day, the second Monday in October.
<li>Veterans Day, November 11.
<li>Thanksgiving Day, the fourth Thursday in November.
<li>Christmas Day, December 25.
</ul>
<li>Majority Vote - Strictly greater than exactly fifty (50) percent of those voting.
<li>Member Site - A semi-autonomous organization that exists to promote the goals and objectives of the Foundation. Member sites operate under a charter ratified by the Board of Directors. Such objectives shall be in line with the purposes of the Foundation.
<li>Quorum - At least two-thirds (2/3) of the designated members.
</ul>

== Article IV ~ Membership ==

At the time of incorporation, the Foundation shall have no members. '''ISSUE: what is a member'''

== Article V ~ Member Sites ==

=== Section 1 - Creation of a Member Site ===
Voting for a new Member Site requires a majority vote of voting members present at a Board Meeting. New Member Sites may be proposed either by a Board Member or by an independent organization. Such proposals must be submitted to the Secretary, in writing, at least ten (10) business days prior to the Foundation Board meeting in which it is to be discussed/voted.

=== Section 2 - Member Site Charter ===
Each Member Site shall draft and present the Board of Directors with a charter that defines their operational procedures, and specific objectives. This charter shall include the following:
'''ISSUE: what do we do about the site amending their charter after becoming a member and how do we deal with disputes over the site charter between the board and the site's owners.'''
* Name of the member site
* Specific objectives of the member site
* Operating staff positions of the member site
* Projected operating budget
* Method of Dissolution

Each Member Site shall appoint a member of its staff to represent it at Foundation meetings, and to raise issues regarding that Member Site.

=== Section 3 - Division of Income ===
A member site may raise funds via any means legal within the State of New Hampshire, and in accordance with both its charter and these bylaws. Money raised by a member site shall be deposited in an account designated by the Treasurer, and be divided in the following matter

* 10% of incoming funds shall be placed in account designated as "Available Funds" for a member site to use freely towards the benefit of their objectives.
* 10% of incoming funds shall be placed in the main account for the Foundation, to provide funding for Foundation activities.
* The remaining 80% shall be placed in trust between a member-site and the Foundation

The division of funds may be changed via agreement between the Board of Directors, and the operating staff of a Member Site.

=== Section 4 - Trust Funds ===
Each site's trust fund is money that set aside for the use of the Member Site that raised it. Funds in trust are reserved for the member site that raised it, but the Board of Directors may, at their discretion, leverage funds against trust accounts for the benefit of the Foundation as a whole. Staff from a member site may request access to funds in their trust for any purpose by submitting a request to the Secretary.

Requests may be one-time (i.e. purchase order), or in perpetuity (i.e., hosting expenses, employee salaries), and shall be submitted to the Treasurer any time up to ten (10) business days prior to the meeting at which they are to be raised. Assuming available funding, requests shall be approved unless there is any legal, pressing, or overwhelming reason(s) for such a request to be denied. '''question: who decides what is denied and by what method'''

Upon approval, funds shall be transferred to the Member Site's available funds, for use in the matter the request approved for.

=== Section 5 - Expenditure of Funds ===
Member Sites must maintain a record of use of all expenditures, and submit such records to the Treasurer, to be documented as part of the general expenditures of the Foundation. All expenditures of funds shall only be used to further the objectives of a member site, or the Fondation as a whole, and must meet the requirements set by these bylaws.

=== Section 6 - Employment by Member Sites ===
Member sites may, if they choose, hire full or part time employees to conduct duties including, but not limited to, site operation and maintainance, promotional activities and administrative support. The Operating Staff of a Member Site must submit a request for a paid position to the Secretary and Treasurer with the position name, description, and maximum expected expense that the respective site is willing to incur for said position. A Member Site must have funds available to cover the position through a combination of their trust fund and petty cash. '''question: what about future income? should this be counted'''

For periods of employment for less than one (1) year, the member site must have funds available for the full duration of the position. For paid positions lasting more than one (1) year, funds must be available for at least one year. This condition may be waved by the Board of Directors if a Member Site's incoming revenue is stable, and can be expected to be maintained for the duration of employment.

Upon receiving a request, funds shall be transferred to the Foundation's account, and the Foundation shall open a hiring requestion for the position, prudent to all rules and regulations in the State of New Hampshire, and the United States Department of Labor. The Foundation, in accordance with the Member Site shall select a candidate, and make an offer of employment on behalf of a member site. A Member Site may withdraw their request for a paid position at any time; the Foundation shall return funds withdrawn from a member site within one (1) week of the position being withdrawn. '''question: should this be 10 business days'''

Member sites may include paid employees within their organizational charts as they see fit. Employees of a member site are employees of the Foundation for all intents and purposes, and subject to same standards of behaviour of any volunteer of the organization. All Employees are subject to these bylaws, as well as the charter of the member site which sponsored their employment. In the case of termination of an employee, remaining funds set aside for that position shall be returned to the Member Site within ten (10) business days.

=== Section 7 - Dissolution ===
A Member Site may be dissolved by either its own operating staff, or by the Board of Directors by majority vote if just cause exists. Upon dissolution, all assets operated by a member site shall immediately be controlled by the Board of Directors. '''ISSUE: why should foundation dissolve a member site. This can be abused to steal their funds. This should only be done when a site is essentially dead (i.e. no contact by the site's admins, or when there is an issue like the member site is knowingly hosting illegal stuff like CP).'''

'''ISSUE: how does a site unjoin the foundation and what happens to their funds. Should they be returned with a small maintenance fee removed?'''

== Article VI ~ Board of Directors ==

'''ISSUE: no mention on how to become a board member, term lengths, and such. Also weather the member site's representative is a board member or just a non-voting attendee. Are Officers members of the board upon being voted on if they are not already board members. do we have members-at-large and do they have voting rights (i.e. community members that are part of the board for a period of time)'''

=== Section 1 - List of Offices ===
The officers of this association shall be:

* President
* Vice-President
* Secretary
* Treasurer

=== Section 2 - Term Lengths ===
Officers shall be elected by majority vote of the board present at the annual meeting for the term of two years.

=== Section 3 - Term Start ===
The term of officers so elected shall begin with the next meeting following the annual meeting, and shall continue until their successors are elected. '''ISSUE: there is period where no officers between election meeting and next'''

=== Section 4 - Vacancies ===
A vacancy in any office shall be filled for the remainder of the term through appointment by the remaining officers, pending ratification by the membership at the next meeting.

=== Section 5 - General ===
The Board will determine the rules of its proceedings.

== Section VII ~ Duties of Officers ==

=== President ===

The President shall be responsible for the following:
* serve as the primary channel of communication with the Foundation and Member Sites.
* facilitate the appointment of committees and ensure that the goals and purposes of the Foundation are realized.
* have the power to pursue resources, pending ratification by the board of directors.

=== Vice-President ===
The Vice-President shall act in the capacity of the President in the President’s absence.

=== Secretary ===
The Secretary shall be responsible for the following:
* record attendance, take the minutes of all meetings, and maintain a file of meeting minutes for reference at future meetings.
* conduct necessary correspondence for the Foundation
* receive all petitions and notices from the general public and member sites to be discussed during the next meeting

=== Treasurer ===

The Treasurer shall be responsible for the following:
* collection, safekeeping, and disbursement of all funds and assets
* keep and maintain financial records of all financial transactions of the Foundation.
* keep records of all Member Site accounts.
* submit a financial accounting of the association’s transactions and financial status at the montly meeting and at other times when requested.
* assist any necessary documents for the IRS and the New Hampshire Attorney General related to the finances of the association.

== Article VIII ~ Meetings ==

=== Section 1 - Frequency ===
Meetings of the Foundation shall be held monthly unless otherwise voted by the board of directors.

=== Section 2 - Quorum ===
Business can be conducted if a quorum is present. A quorum shall be defined as 2/3rds of officers with voting powers.

=== Section 3 - Special Meetings ===
Special meetings of the Foundation may be called at any time by the President or by two officers of the Foundation. Special meetings are meant for dealing with matters that can not wait until the general general meeting, and shall be limited to the specific topic that necessitated the meeting. Special meetings may be closed or open, as per Section 4 of this article.

=== Section 4 - Open/Closed Meetings ===
Meetings shall be open to the public unless voted otherwise by the Board of Directors. Closed meetings shall only be used to discuss confidential or sensitive information related to Foundation business, or when public disclosure is against the Foundations best interest. Meetings may be closed at any time by majority vote. Alternatively, a closed meeting may be scheduled in advance by the President, or two officers of the Foundation.

=== Section 5 - Location Of Meetings ===
Regular business meetings of the Foundation shall be conducted on IRC and be open to the general public. Such information shall be posted on the Foundation's web site, with the time, location, and access means for which the general public join. Closed meetings may be held in any venue considered secure for the contents of said meeting. Special meetings may be conducted in any matter that is practical given the subject matter.

=== Section 6 - Minutes ===
It shall be the duty of the Secretary to keep the minutes of all meetings. Should the Secretary be unavailable for a meeting, this duty shall pass to an officer selected by the President. Minutes for open (general or special) meetings shall published within ten (10) business days of the conclusion of that meeting. Closed meetings shall have minutes kept in the same matter, but dissemination shall be limited to the board of directors, and revelent parties.

=== Section 7 - Notification ===
Meeting dates shall be posted publicly, on the Foundation's web site, with at least ten (10) business days advance notice before the meeting date.

== Article IX ~ Funds and Liability ==

=== Section 1 - Receivership of Funds ===
Funds received to the Foundation via a Member Site shall be divided as per the Member Site section of these bylaws. The Treasurer is responsible that funds are properly divided between the Foundation's account, and those of each Member Site.

=== Section 2 - Depositories ===
The Board of Directors shall determine what depositories shall be used by the Corporation as long as such depositories are located within the State of New Hampshire and are authorized to transact business by the State of New Hampshire and are federally insured. All checks and orders for the payment of money from said depository shall be signed such signatories as have been authorized and required in advance by the Board of Directors.

=== Section 3 - Records ===
Adequate records of accounts shall be maintained by the Treasurer. Records shall include (but not be limited to):
* Total Funds Received
* Balance of Member Site Accounts, and trusts
* Balance of Foundation Accounts
* Expected expenses (including recurring and one-time)

Such records shall be posted at the next meeting of the Foundation, and shall be available for public viewing.

=== Section 4 - Trust Funds ===
Should the Foundation's primary account be unable to cover costs and expenses, the Board of Directors may use money within Member Site's Trust Funds for the Foundation's operating expenses. The President shall notify all member sites in advance before Trust Funds are leveraged, with accounting how much shall be used, and for what reasons. The Treasurer shall transfer money within ten (10) business days from the notification.

=== Section 5 - Fiscal Year ===
The fiscal year shall be January 1 through December 31. The fiscal year may be changed by the Board of Directors without amending these bylaws.

== Article X ~ Amendments ==

These bylaws may be amended, with ten (10) business days’ prior notice, at any meeting of the Foundation, by a majority vote of the board of directors. '''question: should this be 2/3rds?'''

ForProfit

2014-05-11T20:03:32Z

Mattie p: Protected "ForProfit" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

'''Update:'''This project will be non-profit and community-driven.

'''Note:'''This page is archival

'''Note:'''This page is a candidate for deletion.

Here's a copy of my vision for the project, was sent around in one of the mailing list posts. Note that it puts "attract and keep readers" first, before "make money". The intent is to avoid trading off user satisfaction for money - the users come first.

* The purpose of the site will be to attract and keep readers.
* The site is intended to make money
* The site will hire people, and be a good employer
* I intend to listen to community feedback and do whatever makes the site better
* There will be monetization; however, this is secondary to the primary goal, which is to attract and keep readers.
* Users ('''I think won't''') will be monetized (ie we won't sell our user's contact info)
* We won't poach from Slashdot

(Monetization meaning largely what Slashdot does now: advertizing, merchandise, and job postings.)

'''Note:''' this is only a proposal! This has never been done before, and I have no idea at this time whether it's feasible, or even legal.

==Synopsis:==

The financial intent of the business will be to make people independent. To that end, the company will fund $52,000 annuities to be given to people who help build and maintain the system.

==Overall description:==

The purpose of the fund is to take people out of the workforce without leaving them in poverty. A fund participant receives a weekly income large enough to live on, by which they may (if they choose) leave the workforce.

Income is paid in perpetuity: payout continues after death of original recipient, can be willed, inherited, sold or given away. Income is strictly one per person.

The proposed fund account returns $52,000/year ($1000/week). Fund amount needed to attain that level is hypothetically $1 million per participant:

* 10% Overall return (Indexed fund returns over 40 years == 12%. [http://www.forbes.com/sites/rickferri/2013/04/04/index-fund-returns-get-better-with-age/ source])

* -3.5% Inflation adjustment

* -0.5% Management fees (Similar to Fidelity Portfolio Advisory Service. [https://www.fidelity.com/managed-accounts/portfolio-advisory-service/overview source])

* -5.2% Annual payout

With these numbers, fund will gain 0.8% annual value over time, which can be used as hedge against poor market performance.

* I'd be careful with assuming a 10% return. While long term history shows that to be the case, in the previous 10 years the S&P 500 has yielded under 8%. Additionally, if you are planning to deduct money out of the fund every year, one bad year can have catastrophic effects on the overall viability of the fund since you would be forced to liquidate assets at non-optimal prices. I would urge a more conservative measure. I would be happy look into these options with you as well since this is one of my areas of expertise. -Nightbrood

==Participation==

AltSlashdot will employ N people for site management. Site will accrue profits until N times $1 million is attained, and then award each employee with one annuity.

This is the weak point 'site will accrue profits' but how? Advertising? advertorials? Donations? In general, I'd suggest that we use a standard template that deals with cash flow, income etc.

*It has been awhile since I have been in the website business. What is the non-intrusive advertising market like as far as compensation rates? I'd be against advertorials. It is bad enough that supposedly reputable places like CNN and CNBC are littered with them. Donations and Premium subscriptions are another cash flow stream that could make the site viable. Especially if we are transparent what donations are used for etc. -Nightbrood

== Comments ==

This is very good for 'employees' but it does nothing to prevent the same thing as happened to Slashdot 1.0. How is this new endeavor going to protect its users and be accountable to them? What prevents this from being a pump and dump? ~ElectricTurtle

* I have to agree with the others, I do not mind us starting something with paid staff. However, I do not feel this effort would be met with success if we essentially tell our community that this business won't mistreat them like the prior one did. Even though the prior one said they would not change anything. At this point, I think many in the community would be reticent to trade one corporate master for another. - Nightbrood

* Agree with Electric... Primary purpose of any fund should be to cover operating costs, then worry about paying the people who run the place. To get a true quourum of /. here, I think it needs to be more open source than that, with assurances that the community won't lose out again... -- CoolHnd30

* I suppose it means that those involved in running this venture will bust their asses to make sure the fund hits that magic number. It would mean keeping visitors happy for how ever long that takes, spreading the word, and making that $$ come in. If the community isn't happy, people wont see ads / buy merch, and retirement never comes. I'm just assuming that's the thought process. - Cactus

** And once the goal is reached, the oligarchs can just turn on the community again, cash out, and say "Deuces!" while they get paid in perpetuity. ~ElectricTurtle

*** True enough. Any suggestions on what would allay community fears while letting Okian Warrior do something at least similar to what he wants to try? I really think this idea could be a very strong motivator to those involved... but I don't know what would keep it from possibly going down in flames once the goal is reached. - Cactus
**** I had made a suggestion [http://www.altslashdot.org/wiki/index.php?title=Talk:AltSlashdot#Group_or_Business] about establishing some guarantees in a charter that can only be changed with buy-in from the userbase. (Unlike the sundry TOS where terms can be changed at any time without notice bullshit.)--[[User:ElectricTurtle|ElectricTurtle]] ([[User talk:ElectricTurtle|talk]]) 13:23, 6 February 2014 (MST)
*****I'm all for a "Bill of Rights" thing. If people are to switch over wholesale from Slashdot, the general community will need to come up with a list of demands, or a charter or something. We can't completely ruin any desire to run this site, but I think there are things a userbase can reasonably expect from a community driven site.

* Well, if you want to do this and not succumb to the "sold out" aspect, then the 'annuities' need to be in the form of shares - then the people who contributed to make the site get a say in how and what happens to it, and if the majority think selling out is a bad thing, then it will not get sold off. Sure, you need income to pay hosting and other things, but I think that can come with a subtle bit of advertising stuck off the bottom. Or you can sell the userbase's details to the marketeers .. like "not evil" Google does. Anyway, I think it should be more concerned with being more open source and idealistic from the start.
**I second this motion of shares; the meme du jour is that The Users are Slashdot - let's make it literally true. If you buy a sub, you buy a share in the profits of any advertising after expenses, plus a vote on the future direction of the website. --Kell

*micropayments for highly rated posts? --CoolHnd30
**That is an interesting idea. I have always wanted to reward people who take the time to contribute high quality content to a site. May be an idea worth considering but determining how such a system will work would require some thought. - Nightbrood

*What about using a "premium" model, as arstechnica does? People paying like 1$ or 5$ a month don't get ads. Plus a pdf of the most insulting comments that month :)

*Have you thought of created a cooperative? You would be CEO but managed by a board of directors. Board of directors would be elected by members. Members would be anyone who wants to pay for *premium* membership (no ads) with a $5 annual membership share. Members have a right to vote for the board of directors who make decisions about how the organization is run. One member one vote. You're still profitable but DICE-type heavy handed decisions are impossible because in most cooperatives, major decisions require a referendum by the membership. Something to consider, NCBA in the USA or ICA internationally have tons of resources on setting them up.
** I like this idea. There are piles of resources online that will direct you in setting up a co-op. - Cactus
** I like the idea of a cooperative. This should ultimately be for the community and would remove the negative stigma attached to a conventional corporation. - Nightbrood

* I am curious why you are proposing this model rather than just hiring people, or profit-sharing. I see practical problems with its implementation: how can you be sure the site will ever make N times $1 million? What about people who work hard for six or twelve months and burn out before you hit the magic number -- they get nothing? What about someone who joins the team late? And so on. I respect the novelty of your idea but if I were one of three developers and you only(!) made $2 million the first year, I would feel kind of shafted working all year for nothing when there are $2 million sitting in the bank. Doubly so, if something bad happened and the site shut down without ever having paid anyone. [[User:Sir Garlon|Sir Garlon]]
*If it's for-profit, that'll always be the primary goal, regardless of any other suggestion. Has to be community driven and supported by donations. Also, the goal shouldn't be to attract people, but to aggregate the best content and discussions.
** Can I support idea to drive the site from community contributions and public donations? Take a page from kickstarter and offer an involved donation menu - be transparent about your ongoing costs etc and how much is recommended to keep things afloat. Some sort of small visual indicator of the overall status can be shown at the top of the main page. Donations can even be broken down into different goals if necessary.

ForProfit

2014-05-11T20:00:03Z

Mattie p:

Story Style

2014-05-10T22:36:13Z

Mattie p: /* Editor's Notes */

Note: Whereas some languages, like French and German, have standardized forms governed by regulatory bodies, English is in many ways a free-for-all. Let this be a collection of information on which we english-speakers (typers?) agree.

Parent: [[Editors|Editors Team]]

=What is a Manual of Style=

This document is intended to form a manual of style that dictates the way stories are written, mainly in matters of format, punctuation, and grammar. The Manual of soylent Style will hopefully create a uniform presentation that is in line with journalistic practices, while leaving many matters open to the personal preferences of editors and submitters.

=Why a Manual of Style?=

As we develop our own unique process, this will inform on common editor practices, and help guide new editors to the conventions that have been established thus far.

=Story Structure=

Stories begin with: 
*"[$submitter] writes:" 
*or "[$submitter] informs us of [a link]" (when the submission contains little or no summary) 
The colon and structure signifies the following text is the summary, and quotes are '''not''' necessary surrounding the entire text. [$submitter] should be a link to their site profile if available. The next component should be a summary of the article with in-line links, and any direct quotes from the article(s) using quotation marks normally. HTML formatting should use <nowiki> and tags. Block-quoting is done with the <blockquote> and </blockquote></nowiki> tags. 
 Example:

<pre style="white-space: pre-wrap;
white-space: -moz-pre-wrap;
white-space: -pre-wrap;
white-space: -o-pre-wrap;
word-wrap: break-word;">
<nowiki>
<a href="http://soylentnews.org/~soylent+bob/">Soylent Bob</a> writes:

Lorem ipsum dolor sit amet, consectetur adipiscing elit. Curabitur massa elit, pharetra sed lacus vitae, vehicula porta elit. Nulla ac porta nibh. "Quisque adipiscing sem 'nisi', sit amet pulvinar velit vestibulum in", says Soylent Mel. Morbi luctus aliquet erat quis tempor. Nulla facilisi:

<blockquote>Morbi leo purus, fermentum non felis vitae, mattis tempus mauris. Nunc bibendum neque non dolor pharetra, quis dignissim tortor semper. Phasellus sed nisl sit amet elit rutrum interdum. Ut rutrum pellentesque tempus.</blockquote>

Integer id nisl vel ante sodales consectetur nec nec tortor. Suspendisse a congue est. Donec ut consectetur mauris. Duis hendrerit nibh nec quam consequat dapibus. Aenean luctus iaculis magna, aliquet aliquam nisi consectetur eget.

[ED's note: the quick brown fox jumps over the lazy dog.]
</nowiki>
</pre>

=US/UK Spelling=

The site is endeavouring not to be a US-centric site, and by doing so wishes to encourage members, casual-readers and interest from english-speakers around the world. As the dialects of English differ between the US and many other English speaking regions, it is essential that the site remains inclusive to all but provides clearly written stories that are easily understandable. Each submission contains 2 essentially different elements at the most basic level: the linked source material and the summary (TFS).

== Linked Material ==

The linked material (the information source) must be in English but can be in '''any''' English dialect. It is reported exactly as printed to remove the possibility of an editor changing the meaning accidentally. Having two or more linked sources in different English dialects is acceptable.

== Summary ==

The summary can be written in any commonly-used English dialect but must be consistent throughout. Other than quoted material (which is always quoted exactly as written) only one dialect can be used throughout the summary. Mixing US and UK spelling, for example, in a single summary is unacceptable. It does not have to be written in the same dialect as the source material - indeed, if there are 2 different sources it might be impossible to do so.

=Headline Capitalization=

# Except for function words, all words are regularly capitalized in headlines, e.g. "'Moon Made of Soylent Green Cheese', Says NASA."
# Function words are:
## Prepositions, e.g. in, at, and on.
## Conjunctions, e.g. and, if, and but.
## Articles, i.e. the, an, and a.
## Pronouns, e.g. who, you, they, who, and which. The single exception is of course the pronoun I, which is always capitalized.
## The copula ("the verb to be"), e.g. is, am, and are.
# But when headline-initial, even function words are capitalized, 'Is Soylent Green Made of People?" (cf. [[Story_Style#Betteridge.27s_Law_of_Headlines]]).

=Serial Comma=
In a series of three or more items, place a comma between the second-to-last item and the conjunction that follows, e.g. "Soylent Green, Soylent Purple, and Soylent Yellow" instead of "Soylent Green, Soylent Purple and Soylent Yellow".

This is commonly referred to as the Harvard or Oxford Comma, and it reduces ambiguitiy. It usefulness is often illustrated with the (non-Oxford-Comma-conforming) phrase "To my parents, Ayn Rand and God," as this sentence reads that the parents in question are actually "Ayn Rand and God". [http://en.wikipedia.org/wiki/Serial_comma#Ambiguity (wikipedia reference)].

=Dashes=

=Betteridge's Law of Headlines=
Betteridge's Law explains: Any headline that ends in a question mark can be answered with one word -- no. The use of such questions in headlines is a journalistic device that is used when the story has little proof, no basis at all, or describes events that did not actually occur at the time of writing, i.e. not news. This should be avoided whenever possible. Note: this axiom naturally applies only to yes/no questions rather than wh-prefixed questions.

=Possessive S=
# The possessive form of singular nouns is marked with 's, except for some archaic proper nouns that end in -es or -is, e.g. Moses' law (http://www.bartleby.com/141/strunk.html#1).
# The possessive form of plural nouns ending in "s" does not require an additional "s", e.g. pirates'.

=Apostrophes=
# Apostrophes are used in the possessive form of nouns, e.g. soylent's (singular) and news' (plural).
# Apostrophes are not used to form the plural ending of nouns, e.g. the plural form of apple is apples, and its possessive form is apples'. Apple's is the possessive form of the singular apple, while apples' is the possessive form of the plural apples.
# Apostrophes are likewise not used with decades, when written in numbers, e.g. 1980s rather than 1980's.
# The form it's is a contraction of it is. The word its, on the other hand, is the possessive form of the pronoun it. This can be easily remembered by comparing the other third person pronouns: he's has an apostrophe because it is a contraction of he and is, whereas his never has one. The same also applies to hers and she's.

=Hyper-Prescriptivism: Split Infinitives and Stranded Prepositions=
# The use of adverbs between the word to and its following infinitive is allowed, e.g. to boldly go is just as acceptable as boldly, to go and to go boldly.

=Weasel Words=
Weasel words include a variety of terms that can mislead and and deceive readers. Examples include use of: non sequitur statements, [http://en.wikipedia.org/wiki/Passive_voice passive voice], vague expressions (e.g. "some people think," and "experts agree"), and adverbs that weaken a statement through ambiguity (e.g. "probably").

=Source Needed=

=Titles of Works=
# The titles of books, films, albums, etc. are rendered in italics rather than quotation marks, e.g. Planet of the Apes instead of "Planet of the Apes".
# The names of websites and products receive no such marking, e.g. "CNN reports that Charlton Heston has discovered the secret ingredient in Soylent Green." Contrast this to the following sentence, in which Soylent Green is the film rather than the product: "CNN reports that Charlton Heston has discovered the secret ingredient in Soylent Green."

=Quotations=
Punctuation marks appear before closing quotation marks. Example:
: "Moon is Made of Soylent Green Cheese," says NASA.
Instead of:
: "Moon is Made of Soylent Green Cheese", says NASA.
 
Punctuation should follow the format of presented material, even if it differs from source material. Example:
: "Moon is Made of Soylent Green Cheese," says NASA.
Source material:
: "Moon is Made of Soylent Green Cheese."

=Editor's Notes=
Editor's notes should be used sparingly. They should never be used to add the editor's opinion, that can be done as a comment on the story. One accepted case would be in notifying readers that a story was updated or changed, or informing the readers of important information ex: [Editor's Note: The live-stream appears to be inaccessible at this time.]

Editor's notes can also be used to link to previous stories on the subject or related subjects, where adding the links to the story would be obtrusive or change the submission drastically.

[[Category:Editorial team]]

2014-02-13T21:30:14Z

Mattie p:

Alpha Bugs

2014-02-13T21:06:50Z

Mattie p: /* Suggestions */

Alpha Bugs

2014-02-13T16:18:58Z

Mattie p:

2014-02-11T20:01:20Z

Mattie p: /* List of Discussion Pages */

[[FAQ|Frequently Asked Questions]]

'''Site Announcements'''

'''Feb 11, 2014 12:01PM EST:''' We need some CSS and sphinx help

As part of the SlashCode rollout we need to fix a lot of broken CSS and to install [http://en.wikipedia.org/wiki/Sphinx_(search_engine) sphinx (search engine)]. We need 2+1 volunteers to help with the conversion this afternoon via IRC. Two to fix CSS issues, and one familiar with install and config of the sphinx software package.

We need people who are fast, so I'll choose based on experience.

If you're interested, please send ONLY a one liner of the number of years you've been doing CSS or sphinx. Something like this:

''3 years doing CSS professionally''

This will be on IRC, coordinating with robin and our tech lead.

Thanks go to everyone - it looks like we're on the final stretch!

If interested, send E-mail to: John (at) SoylentNews (dot) org

----

'''The Slashcott is getting attention'''
:A selection of Slashcott/Beta comments from around the web.......

::* https://community.republicwireless.com/thread/23151 <== "How not to treat your community"
::* http://www.kuro5hin.org/story/2014/2/7/183544/0702
::* http://community.spiceworks.com/topic/442346-trouble-at-slashdot
::* http://www.gamefaqs.com/boards/916373-pc/68540288
::* http://www.tuicool.com/articles/bmUvMj
::* http://www.reddit.com/r/socialmedia/comments/1x77zt/user_backlash_to_slashdotorg_beta/
::* http://www.fark.com/comments/8133044/Since-when-was-Slashdot-a-Fark-Beta-site-Since-Dice-started-redirecting-25-of-its-users-to-a-failed-site-redesign

----

'''Feb 10, 2014:''' We are still working on getting the &^#$*$%^ code to run. If everything comes together, we hope to open the doors on Wednesday. Cross your fingers everyone! When we are ready for "soft launch", we'll invite a bunch of people to use the site and see how things hold up.

There may be some teething problems in the first couple of days. We will bump the server to whatever level is needed, but it may take some hours of slow access before we decide to do that.

The Slashcode group has been working very hard to get things up and running. Consider that SlashCode is 5 years old - it's got sharp edges and rough spots. Please have patience.

Check out the [http://imgbin.org/index.php?page=image&id=16688| look and feel] of the new site!

----

'''To everyone involved... THANK YOU!'''

We are building a news site alternative to Slashdot. We have started only a few days ago, and this wiki is a temporary measure so that volunteers can coordinate and others can see what's happening.

The idea is to build a news aggregation site that delivers what's important - better articles, less fluff, and all the functionality you expect from the moderation system. We are still looking for volunteers so stop by the boards and the IRC and let us know you want to help!

* The proposed business model is [[Finances|here]] 
* Some business planning is [[Business|here]] 
* A statement of functionality (turn into a requirements document?)--- [[FeatureList]]

''' Get Involved '''

'''Hop in to IRC!''' - [[SoylentNews:IRC|IRC]]: ##altslashdot on chat.freenode.net ([https://webchat.freenode.net/?channels=##altslashdot Webchat], we are growing in [http://irc.netsplit.de/channels/details.php?net=freenode&room=%23%23altslashdot strength!])

'''Register on the forums''' - http://forums.SoylentNews.org
* Go to forums.SoylentNews.org and register a user
* Read [http://forums.soylentnews.org/viewtopic.php?f=10&t=38&sid=e55255cb6dfe68b28c8cf5f2b9697a64| this] post if you are having problems. (Thanks MrGuy)
* Add yourself to whichever groups you are interested in
* For tech issues with the forum software, please Email Joel: soylent (at) finite (dot) ms

'''Slashcott''' Organized boycott of the Dice-owned Slashdot pages
* Show your support for the "Get rid of Beta" crowd by avoiding Slashdot during the week of February 10-17

'''Tell Somebody''' A friend, a colleague, any major news source....
*Do what you can to get the word out

'''Contact:'''
If you want to send the project lead a message: John (at) SoylentNews (dot) org

'''Mumble (Voice / Text Server)''' : voice.whackperiod.org <--- Does not appear to be working ??

==Status==

Check out the [[FAQ]]

* Forums are available at forums.SoylentNews.org
* We upgraded the hosting by two tiers - this should fix the problems people were having yesterday accessing the system.
* The System team is working on installing SlashCode. If all goes well, we expect to have a working system by Monday. Everyone believes this goal is achievable.
* The site now has forums with four user groups: Code, Content, Style, and System.
* Probably won't be non-profit, see [[Finances|business model]].
* We won't poach from Slashdot. This includes articles and logos, also "style" to a reasonable extent.

Mailing list update Messages are [[MailingListUpdates|here]]

== Site Name ==
We have a '''temporary''' name!

Thanks go out to everyone who made suggestions - some of them were
absolutely brilliant! For example, it hadn't occurred to me to choose a name based on a
non-English word, or a palindrome, or a puzzle. Many of the entries were quite clever.
(Adies, it took me more than a day to figure yours out. Bravo!)

I won't post the runners up because squatters might take the names before we hold the real
contest. We'll figure out a way to prevent this somehow - at worst case we can choose judges
and do it privately (like I did, but with more people).

Jerry had the winning entry.

The temp name is: '''SoylentNews''' with the tagline: '''SoylentNews is people!'''

Does this rock? It hits the trifecta of website goodness:

* Descriptive in a way that mundanes will understand (compare "Photoshop" with "GIMP", "Internet Explorer" with "Firefox", and "MediaPlayer" with "VLC")

* It's part of Nerd culture, a pun, and slightly twisted

* It's suggestive of being community driven

* It is attached to some movie about eating corpses and implies "News fresh as processed corpses" (??)

* Trademark issues

* We are getting some community flak on the name

This will be a hard act to beat. Start thinking up names for the contest, or throw your weight
behind this one. The contest will be held soon after we open the doors.

(And it was poutine (from IRC) who suggested we use a temporary name. Others may also have suggested it, but it was his post that I noticed. Be sure to thank him if you see him on IRC.)

==ToDo==
[[SlashcodeTodo|Slashcode Todo list]]

* Install SlashCode on the production site
* Get some people to help with the site
* Run a contest for a better name [[NewName|New name discussion]]
* Incorporate
* Consult a lawyer
* How to handle Advertising (necessary evil) - Opt Out, Limited, Typical(box with ads in the top-right corner)?
::Why can't we have an advertising cookie with things we are in the market for? I.e. if I'm in the market for a computer, I see computer-related ads. If I opt out, then I don't see any ads. An interest-centric (not user centric) cookie. <=='''+1 Insightful'''
* Improved Mod/Meta-Mod/Story-Selection system to minimize required editor input
* Provide a voting system to decide which articles hit the main page (Mod point related?)
* Find and submit some stories

== List of Discussion Pages ==
*[[NewName|NewName]]
*[[MailingListUpdates|MailingListUpdates]]
*[[Finances|Finances]] -- which model would allow to minimise and/or distribute hosting costs
*[[Business|Business]]
*[[Monetization]] -- Discussion on how to cover costs to make this thing happen (and grow)
*[[FeatureList]] -- Discussion of required/desired characteristics
*[[Submission guidelines|Submission guidelines]]
*[[Content]]
*[[Style]]
*[[Migration of users from Slashdot]] -- How to handle Nicks and UIDs
*[[Licensing]]
*[[WhosWho]]

== Noteworthy Comments==
*Grabbed the Domain Names: AltSlashdot.org, Soylentnews.org
*Other potential website solutions
::Bruce Perens (created "technocrat.net") is aware of Soylentnews.org and is considering contributing (Relaunch ?? stay tuned)
::/. user 'dotancohen' registered the domain "slashdotan" and is looking to build a new Slashdot (He is willing to coordinate and has cloud experience)
::Add info on Pipedot...[http://pipedot.org/ pipedot.org] by 'Bryan'
::User somenickname (1270442) has registered bangslashdot.(org|net|com)
::Usenet was also suggested as an alternative 'comp.misc is the new Slashdot'
*Scrapping content from old Slashdot suggestion made. benefits/drawbacks ? Overall I think this is a thumbs down
::Content is easier to "find"
::Moral/Legal objections were brought up (Even if it was initially "our" content)
::We should build our own brand
::Pointless to scrap, since it is the comments that draw people in
::Editors should be in multiple timezones to cleanup/improve/multi-source submissions for presentation to the main page
*Initial code build will be from Slashcode... Available (Git?), Old:(5 years) Workable:(maybe)
*Alternate choices for code base: Wiki, Discourse, Usenet
*Non-profit vs For-profit discussion should go here ( [[Business]] )
:: Debian style project organization ?
:: Community driven projects need strong leadership or they tend to flounder
*Codebase
:: Code should be in the public domain
:: Allow the entire website (Stories+Comments+Code)? to be created as a Creative commons work - codebase also available ?
:: AGPL
*Keep the former Slashdot community together

[[Comment History]]

== Comments ==

* Do this as a non-profit, user-run organization '''please'''. From what you write it looks like you want replace the regime, not giving the users the control over the website. Why should we trust you not to sell the website to a DICE-like company after it becomes successful? I applaud your efforts to change things, but I really believe that a [https://en.wikipedia.org/wiki/Debian#Organization Debian Project] like institution that is both non-commercial and controlled/run by the community has a much higher chance of securing the goals we fight for right now in the long-term. --[[Special:Contributions/141.84.69.20|141.84.69.20]] 03:20, 6 February 2014 (MST)

* Relevant Slashdot stats from 2011 [[http://www.dbasoul.com/2011/992.html]]
:::5.5 million user visits per month.
:::7,000 comments are added every day.
:::Over 9 million pages views daily.
:::Over 21 million comments.
:::Average monthly bandwidth usage is around 40-50 mbit/sec (450GB/day)

* From Hacker News on Slashdot: 'When you have the same group of minds selecting the content that gets seen, over the course of years, the users eventually get burnt out seeing the same type of stuff, chosen by the same people over and over again. The content becomes stale even if its fresh <--- A really good point

== IRC ==
General Slashdot Discussion: Come on IRC channel #slashdot at irc.slashnet.org. Or use the web client: http://www.slashnet.org/webclient

AltSlashdot Discussion: Head to IRC channel ##AltSlashdot on irc.freenode.net, Web client is here: https://webchat.freenode.net/

== Stories from former Slashdot users ==

[[Confessions of an Ex-Slashdot Beta User]]

[[Banned from Slashdot]]

[[Dice is killing Slashdot]]

== An interesting Idea ==
Check this out while it's still available. feedback appreciated
* http://slashdot.org/submission/3324011/a-modest-proposal-re-beta-vs-classic?utm_source=rss1.0&utm_medium=feed&sbsrc=firehose

== Telling the world about SoylentNews.org ==
*Please mention SoylentNews.org as much as possible.
*It seems like the word is spreading (over 45,000 views in <1 week) Good job everyone!
**Any idea on how and where to make sure people know about this project, please post them here?
:::I'd send a note along to Ars Technica & BoingBoing. (That would get some attention) 
:::Anyone have a Reddit account with a reasonable activity level? 
:::The Register, Digg, Hacker News and anything else you feel would help get the word out there
* Contacted:
** The Register:: No word back
** Ars Technica:: Was passed along to one of the writers
** Hacker News
::: [https://news.ycombinator.com/item?id=7193251 Submission from when AltSlashdot just started]
::: Due for an update once we get an actual site up and running
:::: [https://news.ycombinator.com/item?id=7209927 Similar thread from today] [[User:Yahwotqa|Yahwotqa]] ([[User talk:Yahwotqa|talk]]) 10:05, 10 February 2014 (MST)