Board of Directors Meeting - August 20 2014

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

[20:55] <+NCommander> I'll put it on chillax, and on staff mailing lists
[20:56] <+NCommander> Ok, let's get a vote on this
[20:56] <+NCommander> Aye
[20:56] <@matt_> Aye!
[20:56] <+juggs> And it is copious. Which means others will not have time to absorb your output in time
[20:56] <+NCommander> I'll set a word limit
[20:56] <+NCommander> :-P
[20:56] <+NCommander> Action carries
[20:56] <+NCommander> Vote to end board meeting:
[20:56] <@matt_> Aye!
[20:56] <+juggs> NAH!
[20:56] * NCommander notes we didn't get to communication of board times
[20:56] <+NCommander> Aye
[20:56] <@matt_> oops.
[20:56] <+juggs> ISSUE 6
[20:56] <@Bytram> one last thing if I may?
[20:56] <+NCommander> Bytram: go for it
[20:57] <+NCommander> matt_: I think this can be handled as a staff meeting thing, and the board just photocopies it :-)
[20:57] * NCommander notes the issue is the same on boath
[20:57] <@Bytram> in the future set *separate* dates for board meetings from the staff meetings? please!?
[20:57] <+NCommander> Bytram: Alright
[20:57] <@Bytram> thanks!
[20:57] * NCommander officially closes the board meeting