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