Difference between revisions of "Board of Directors Meeting - July 16, 2014"

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[23:07:33] &lt;xlefay&gt; mrcoolbp, audioguy bryan Bytram chromas cosurgi juggs|afk Landon matt_ mattie_p mechanicjay NCommander paulej72 prospectacle TheMightyBuzzard<br />
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{{log}}
[23:07:34] &lt;mrcoolbp&gt; Guys, this is a "Board Meeting," we are discussing business matters, not interstaff and procedural stuff.<br />
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<- Back to [[SoylentNews_PBC_Board_of_Directors|Board of Directors]]
[23:07:38] &lt;xlefay&gt; ^^ I think we're starting.<br />
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[23:07:41] &lt;NCommander&gt; We should get that BlackHole guy on staff :-P<br />
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[23:07:53] &lt;mrcoolbp&gt; matt_ ready?<br />
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[23:08:02] &lt;matt_&gt; Ready to call to order today's meeting of the Board of Directors of SoylentNews PBC?<br />
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[23:08:02] <matt_> Ready to call to order today's meeting of the Board of Directors of SoylentNews PBC?
[23:08:09] &lt;matt_&gt; First, a reminder that until we adopt an amendment to the bylaws to allow board meetings on IRC, a conservative interpretation of our bylaws suggests that actions that we take here should be unanimous and followed up with an email confirmation to ensure that said actions are binding. Addressing this with an amendment to the bylaws is an item on the agenda for today's meeting.<br />
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<br />[23:08:09] <matt_> First, a reminder that until we adopt an amendment to the bylaws to allow board meetings on IRC, a conservative interpretation of our bylaws suggests that actions that we take here should be unanimous and followed up with an email confirmation to ensure that said actions are binding. Addressing this with an amendment to the bylaws is an item on the agenda for today's meeting.  
[23:08:17] &lt;matt_&gt; On that note, so far, I only have 5 items for today's agenda:<br />
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<br />[23:08:17] <matt_> On that note, so far, I only have 5 items for today's agenda:
[23:08:22] &lt;matt_&gt; 1. Review the minutes of the last meeting.<br />
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<br />[23:08:22] <matt_> 1. Review the minutes of the last meeting.
[23:08:26] &lt;matt_&gt; 2. Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag).<br />
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<br />[23:08:26] <matt_> 2. Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag).
[23:08:30] &lt;matt_&gt; 3. Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.).<br />
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<br />[23:08:30] <matt_> 3. Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.).  
[23:08:34] &lt;matt_&gt; 4. Any other business (community involvement in corporate governance, SN policies and procedures manual, including: staff appointment & authority, account and password management, individual team policy, policy on retaining records, etc.).<br />
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<br />[23:08:34] <matt_> 4. Any other business (community involvement in corporate governance, SN policies and procedures manual, including: staff appointment & authority, account and password management, individual team policy, policy on retaining records, etc.).
[23:08:37] &lt;matt_&gt; 5. Adjourn.<br />
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<br />[23:08:37] <matt_> 5. Adjourn.  
[23:08:41] &lt;matt_&gt; Any objections to this agenda or any items to add (remember that items can be added later at any point)?<br />
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<br />[23:08:41] <matt_> Any objections to this agenda or any items to add (remember that items can be added later at any point)?
[23:08:56] &lt;NCommander&gt; No objections here<br />
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<br />[23:08:56] <NCommander> No objections here
[23:09:04] &lt;Bytram&gt; none here<br />
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<br />[23:09:04] <Bytram> none here
[23:09:06] &lt;mrcoolbp&gt; no objections<br />
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<br />[23:09:06] <mrcoolbp> no objections
[23:09:13] &lt;matt_&gt; Great! First up, Item 1: Review the minutes of the last meeting.<br />
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<br />[23:09:13] <matt_> Great! First up, Item 1: Review the minutes of the last meeting.
[23:09:17] &lt;matt_&gt; At the last meeting, the Board adopted 7 resolutions:<br />
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<br />[23:09:17] <matt_> At the last meeting, the Board adopted 7 resolutions:
[23:09:22] &lt;matt_&gt; Resolved: The Certificate of Incorporation and Bylaws are hereby ratified in their current form.<br />
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<br />[23:09:22] <matt_> Resolved: The Certificate of Incorporation and Bylaws are hereby ratified in their current form.
[23:09:25] &lt;matt_&gt; Resolved: Michael Casadevall is the President of SoylentNews PBC.<br />
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<br />[23:09:25] <matt_> Resolved: Michael Casadevall is the President of SoylentNews PBC.  
[23:09:29] &lt;matt_&gt; Resolved: Michael Casadevall is the Chief Executive Officer of SoylentNews PBC.<br />
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<br />[23:09:29] <matt_> Resolved: Michael Casadevall is the Chief Executive Officer of SoylentNews PBC.  
[23:09:33] &lt;matt_&gt; Resolved: Ben Prentice is the Treasurer of SoylentNews PBC.<br />
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<br />[23:09:33] <matt_> Resolved: Ben Prentice is the Treasurer of SoylentNews PBC.  
[23:09:41] &lt;matt_&gt; Resolved: Matt Angel is the Secretary of SoylentNews PBC.<br />
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<br />[23:09:41] <matt_> Resolved: Matt Angel is the Secretary of SoylentNews PBC.  
[23:09:45] &lt;matt_&gt; Resolved: The Board authorizes opening a business checking account at Bank of America in the name of the Corporation.<br />
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<br />[23:09:45] <matt_> Resolved: The Board authorizes opening a business checking account at Bank of America in the name of the Corporation.  
[23:09:50] &lt;matt_&gt; Resolved: The Board authorizes opening a PayPal account in the name of the Corporation.<br />
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<br />[23:09:50] <matt_> Resolved: The Board authorizes opening a PayPal account in the name of the Corporation.  
[23:09:54] &lt;matt_&gt; Several other items were discussed, but no other votes were taken.<br />
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<br />[23:09:54] <matt_> Several other items were discussed, but no other votes were taken.  
[23:10:00] &lt;matt_&gt; The logs of the last meeting are available here: http://wiki.soylentnews.org<br />
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<br />[23:10:00] <matt_> The logs of the last meeting are available here: http://wiki.soylentnews.org  
[23:10:07] &lt;matt_&gt; Any comments or shall we move on to: Item 2: Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag)?<br />
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<br />[23:10:07] <matt_> Any comments or shall we move on to: Item 2: Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag)?  
[23:10:33] &lt;xlefay&gt; Are the non-voted on issues outlined specifically? Or just in the log itself?<br />
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<br />[23:10:13] -!- rand [rand!~rand@jsx-671.76-725-78.nts-online.net] has joined #staff
[23:10:43] &lt;matt_&gt; just in the log at the moment.<br />
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<br />[23:10:33] <xlefay> Are the non-voted on issues outlined specifically? Or just in the log itself?  
[23:10:55] &lt;NCommander&gt; We probably need to define a standardized format of minutes<br />
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<br />[23:10:43] <matt_> just in the log at the moment.  
[23:10:56] &lt;xlefay&gt; A suggestion: It may be wise, to make a table with a list of resolved items and unresolved/not-voted-on items after this meeting.<br />
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<br />[23:10:55] <NCommander> We probably need to define a standardized format of minutes  
[23:10:56] &lt;Bytram&gt; I have one thing<br />
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<br />[23:10:56] <xlefay> A suggestion: It may be wise, to make a table with a list of resolved items and unresolved/not-voted-on items after this meeting.  
[23:11:11] &lt;xlefay&gt; NCommander, said it better than I did. :)<br />
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<br />[23:10:56] <Bytram> I have one thing  
[23:11:12] &lt;matt_&gt; NCommander, i have a template for that :)<br />
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<br />[23:11:11] <xlefay> NCommander, said it better than I did. :)  
[23:11:13] &lt;Bytram&gt; was there any consideration given to a bank *other* than Bank of America<br />
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<br />[23:11:12] <matt_> NCommander, i have a template for that :)  
[23:11:27] &lt;mrcoolbp&gt; Bytram: yes<br />
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<br />[23:11:13] <Bytram> was there any consideration given to a bank *other* than Bank of America  
[23:11:30] &lt;matt_&gt; Bytram, a fair amount of consideration, yes.<br />
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<br />[23:11:27] <mrcoolbp> Bytram: yes  
[23:11:42] &lt;Bytram&gt; I personally have nothing against them, but wanted to ensure others were considered.<br />
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<br />[23:11:30] <matt_> Bytram, a fair amount of consideration, yes.  
[23:11:49] &lt;NCommander&gt; there was quite a few reasons to go with BoA, and some against<br />
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<br />[23:11:42] <Bytram> I personally have nothing against them, but wanted to ensure others were considered.  
[23:11:53] &lt;Bytram&gt; I'm good then, thanks!<br />
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<br />[23:11:49] <NCommander> there was quite a few reasons to go with BoA, and some against  
[23:11:59] &lt;xlefay&gt; Are those considerations also outlined somewhere? Or also in the logs?<br />
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<br />[23:11:53] <Bytram> I'm good then, thanks!  
[23:12:01] &lt;NCommander&gt; BUt the pros outweighed the cons<br />
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<br />[23:11:59] <xlefay> Are those considerations also outlined somewhere? Or also in the logs?  
[23:12:20] &lt;matt_&gt; xlefay, a number of the considerations are in the logs, several came up in irl meetings.<br />
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<br />[23:12:01] <NCommander> BUt the pros outweighed the cons  
[23:12:20] &lt;NCommander&gt; xlefay, I think the pro/con didnt make it into the log fully, that was mostly RL meetings we had last month<br />
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<br />[23:12:20] <matt_> xlefay, a number of the considerations are in the logs, several came up in irl meetings.  
[23:12:39] &lt;Bytram&gt; I did not see any discussion in the logs<br />
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<br />[23:12:20] <NCommander> xlefay, I think the pro/con didnt make it into the log fully, that was mostly RL meetings we had last month  
[23:12:52] &lt;xlefay&gt; I realizes, there's a lot of "documentational" work here, perhaps, we should standardize such templates as well, even though it can be somewhat of a pain to document those things - they might be useful for future references?<br />
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<br />[23:12:39] <Bytram> I did not see any discussion in the logs  
[23:13:02] &lt;NCommander&gt; ^- that<br />
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<br />[23:12:52] <xlefay> I realizes, there's a lot of "documentational" work here, perhaps, we should standardize such templates as well, even though it can be somewhat of a pain to document those things - they might be useful for future references?  
[23:13:05] &lt;matt_&gt; Bytram, i think the logged discussion related mainly to the availability of branches in different locations.<br />
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<br />[23:13:02] <NCommander> ^- that  
[23:13:07] &lt;xlefay&gt; (from this point forward)<br />
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<br />[23:13:05] <matt_> Bytram, i think the logged discussion related mainly to the availability of branches in different locations.  
[23:13:25] &lt;mattie_p&gt; hey folks, sorry I'm late<br />
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<br />[23:13:07] <xlefay> (from this point forward)  
[23:13:30] &lt;mrcoolbp&gt; that's okay<br />
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<br />[23:13:25] <mattie_p> hey folks, sorry I'm late  
[23:13:38] &lt;mrcoolbp&gt; wb<br />
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<br />[23:13:30] <mrcoolbp> that's okay  
[23:13:43] &lt;mattie_p&gt; thanks<br />
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<br />[23:13:38] <mrcoolbp> wb  
[23:13:59] &lt;Bytram&gt; in light of the foregoing, I propose an agenda item for discussing a standard "format" for board meetings<br />
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<br />[23:13:43] <mattie_p> thanks  
[23:14:56] &lt;matt_&gt; added to Item 4.<br />
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<br />[23:13:59] <Bytram> in light of the foregoing, I propose an agenda item for discussing a standard "format" for board meetings  
[23:15:05] &lt;matt_&gt; Ok, getting back to the agenda:<br />
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<br />[23:14:56] <matt_> added to Item 4.  
[23:15:07] &lt;xlefay&gt; In addition a question, how much time has been allocated to this meeting? Has there been a predefined length or?<br />
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<br />[23:15:05] <matt_> Ok, getting back to the agenda:  
[23:15:13] &lt;Bytram&gt; matt_: thank-you.<br />
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<br />[23:15:07] <xlefay> In addition a question, how much time has been allocated to this meeting? Has there been a predefined length or?  
[23:15:21] &lt;mrcoolbp&gt; xlefay: we did not alot a timeslot<br />
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<br />[23:15:13] <Bytram> matt_: thank-you.  
[23:15:31] &lt;matt_&gt; xlefay, we were very self-disciplined last time, and kept it to 2 hours, despite having a lot to go over.<br />
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<br />[23:15:21] <mrcoolbp> xlefay: we did not alot a timeslot  
[23:15:44] &lt;matt_&gt; xlefay, i think that sounds like a reasonable maximum.<br />
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<br />[23:15:31] <matt_> xlefay, we were very self-disciplined last time, and kept it to 2 hours, despite having a lot to go over.  
[23:15:59] &lt;xlefay&gt; mrcoolbp, thanks. In the future, we should also keep that in mind. So everyone can schedule accordingly.<br />
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<br />[23:15:44] <matt_> xlefay, i think that sounds like a reasonable maximum.  
[23:16:10] &lt;mrcoolbp&gt; xlefay: noted, thank you.<br />
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<br />[23:15:59] <xlefay> mrcoolbp, thanks. In the future, we should also keep that in mind. So everyone can schedule accordingly.  
[23:16:12] &lt;xlefay&gt; I agree, anyway, please do go on. Don't want to hold things up.<br />
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<br />[23:16:10] <mrcoolbp> xlefay: noted, thank you.  
[23:16:21] &lt;matt_&gt; Ok, back to Item 2: Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag).<br />
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<br />[23:16:12] <xlefay> I agree, anyway, please do go on. Don't want to hold things up.  
[23:16:26] &lt;Bytram&gt; IIRC, our very *first* staff meetiong also lasted approximately two hours.<br />
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<br />[23:16:21] <matt_> Ok, back to Item 2: Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag).  
[23:16:31] &lt;matt_&gt; Since the last meeting, we opened a business checking account at Bank of America and a paypal account, and set them up to receive payments.<br />
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<br />[23:16:26] <Bytram> IIRC, our very *first* staff meetiong also lasted approximately two hours.  
[23:16:37] &lt;matt_&gt; mrcoolbp and I have debit cards, which we can use to pay for hosting, etc., as soon as funds are available.<br />
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<br />[23:16:31] <matt_> Since the last meeting, we opened a business checking account at Bank of America and a paypal account, and set them up to receive payments.  
[23:17:04] &lt;NCommander&gt; I've gone through ALL the old receipts and compiled an initial set of books when I fired off to mrcoolbp<br />
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<br />[23:16:37] <matt_> mrcoolbp and I have debit cards, which we can use to pay for hosting, etc., as soon as funds are available.  
[23:17:19] &lt;mrcoolbp&gt; I can confirm all of that<br />
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<br />[23:17:04] <NCommander> I've gone through ALL the old receipts and compiled an initial set of books when I fired off to mrcoolbp  
[23:17:22] &lt;NCommander&gt; so we know roughly how deep the hole is, and who owns which parts of it<br />
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<br />[23:17:19] <mrcoolbp> I can confirm all of that  
[23:18:09] &lt;xlefay&gt; .voice matt_<br />
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<br />[23:17:22] <NCommander> so we know roughly how deep the hole is, and who owns which parts of it  
[23:18:25] &lt;mrcoolbp&gt; ?<br />
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<br />[23:18:00] -!- matt__ [matt__!~4c77e8d9@f-09-442-560-040.hsd9.ma.comcast.net] has joined #staff
[23:18:32] &lt;mrcoolbp&gt; .voice matt_<br />
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<br />[23:18:06] -!- matt__ has quit [Changing host]  
[23:18:38] &lt;mrcoolbp&gt; .voice matt_<br />
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<br />[23:18:06] -!- matt__ [matt__!~4c77e8d9@Soylent/Staff/Management] has joined #staff
[23:18:43] &lt;xlefay&gt; .voice matt__<br />
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<br />[23:18:09] <xlefay> .voice matt_  
[23:18:45] &lt;matt__&gt; thanks<br />
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<br />[23:18:09] -!- mode/#staff [+v matt_] by juggler
[23:18:48] &lt;matt__&gt; Comments? Otherwise we can move on to: subscriptions: NCommander, were you and paulej72 able to make any headway on the backend?<br />
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<br />[23:18:25] <mrcoolbp> ?
[23:19:03] &lt;Bytram&gt; mrcoolbp: do you have a rough summary of where we stand financially?<br />
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<br />[23:18:32] <mrcoolbp> .voice matt_
[23:19:08] &lt;mrcoolbp&gt; yes<br />
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<br />[23:18:32] -!- mode/#staff [+v matt_] by juggler
[23:19:14] &lt;NCommander&gt; .op<br />
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<br />[23:18:38] <mrcoolbp> .voice matt_
[23:19:21] &lt;NCommander&gt; to hell with that<br />
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<br />[23:18:38] -!- mode/#staff [+v matt_] by juggler
[23:19:28] &lt;mrcoolbp&gt; NCommander: I'll let you take those two questions<br />
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<br />[23:18:43] <xlefay> .voice matt__
[23:19:30] &lt;paulej72&gt; I was busy with the irc migration and did not work on that<br />
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<br />[23:18:43] -!- mode/#staff [+v matt__] by juggler
[23:20:00] &lt;NCommander&gt; Real life kinda derailed for me, miniminal progress<br />
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<br />[23:18:45] <matt__> thanks
[23:20:17] &lt;mrcoolbp&gt; okay so no progress on the Subscription Code<br />
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<br />[23:18:48] <matt__> Comments? Otherwise we can move on to: subscriptions: NCommander, were you and paulej72 able to make any headway on the backend?
[23:20:23] &lt;NCommander&gt; Sorry :-/<br />
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<br />[23:19:03] <Bytram> mrcoolbp: do you have a rough summary of where we stand financially?
[23:20:25] &lt;matt__&gt; ok, is that still a top priority?<br />
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<br />[23:19:08] <mrcoolbp> yes
[23:20:27] &lt;mrcoolbp&gt; Ncommander: summary of financials?<br />
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<br />[23:19:14] <NCommander> .op
[23:20:36] &lt;NCommander&gt; Give me a sec, let me fire up gnucash<br />
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<br />[23:19:14] -!- mode/#staff [+o NCommander] by juggler
[23:21:03] &lt;NCommander&gt; ... still firing up gnucash<br />
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<br />[23:19:15] -!- mode/#staff [-m #staff] by NCommander  
[23:21:18] &lt;NCommander&gt; So, as of today<br />
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<br />[23:19:21] <NCommander> to hell with that
[23:21:38] &lt;NCommander&gt; We're $3,217.58 USD in the hole.<br />
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<br />[23:19:28] <mrcoolbp> NCommander: I'll let you take those two questions
[23:21:46] &lt;mrcoolbp&gt; that's what I have as well<br />
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<br />[23:19:30] <paulej72> I was busy with the irc migration and did not work on that  
[23:21:53] &lt;matt__&gt; that sounds about right.<br />
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<br />[23:20:00] <NCommander> Real life kinda derailed for me, miniminal progress
[23:22:25] &lt;NCommander&gt; Dividing on money in v. money out, most of that is owed to Matt, at a toal value of $2,484, and $833 to me.<br />
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<br />[23:20:17] <mrcoolbp> okay so no progress on the Subscription Code
[23:22:31] &lt;mrcoolbp&gt; NCommander: are subscriptions a top business priority right now?<br />
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<br />[23:20:23] <NCommander> Sorry :-/
[23:22:45] &lt;NCommander&gt; I believe so, they are, as they say, low hanging fruit<br />
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<br />[23:20:25] <matt__> ok, is that still a top priority?
[23:22:52] &lt;mrcoolbp&gt; great<br />
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<br />[23:20:27] <mrcoolbp> Ncommander: summary of financials?
[23:23:05] &lt;matt_&gt; Ok, next is swag: mrcoolbp, how goes it?<br />
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<br />[23:20:36] <NCommander> Give me a sec, let me fire up gnucash
[23:23:09] &lt;mrcoolbp&gt; okay<br />
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<br />[23:20:52] -!- matt_ has quit [Ping timeout: 244 seconds]  
[23:23:23] &lt;mrcoolbp&gt; So we have a mock-up of the store setup<br />
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<br />[23:21:03] <NCommander> ... still firing up gnucash
[23:23:34] &lt;mrcoolbp&gt; techincally things can be purchased right now<br />
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<br />[23:21:18] <NCommander> So, as of today
[23:23:49] &lt;mrcoolbp&gt; But there was a small hangup on the Tagline "...is people"<br />
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<br />[23:21:38] <NCommander> We're $3,217.58 USD in the hole.  
[23:23:59] &lt;matt_&gt; mrcoolbp, do you want to add additional designs/items before going live?<br />
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<br />[23:21:46] <mrcoolbp> that's what I have as well
[23:23:59] &lt;mrcoolbp&gt; I wanted to resolve that here before we move forward<br />
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<br />[23:21:53] <matt__> that sounds about right.
[23:24:07] &lt;matt_&gt; ok, good point.<br />
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<br />[23:22:19] matt__ is now known as matt_  
[23:24:14] &lt;xlefay&gt; Could we get a preview/screenshot of said mock-up? So we can visualize it?<br />
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<br />[23:22:25] <NCommander> Dividing on money in v. money out, most of that is owed to Matt, at a toal value of $2,484, and $833 to me.
[23:24:22] &lt;mrcoolbp&gt; xlefay: sec<br />
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<br />[23:22:31] <mrcoolbp> NCommander: are subscriptions a top business priority right now?
[23:24:27] &lt;mrcoolbp&gt; matt_: at the very least I'd like to spend a few hours on setting it up proper<br />
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<br />[23:22:45] <NCommander> I believe so, they are, as they say, low hanging fruit
[23:24:37] &lt;mrcoolbp&gt; especially after we resolve the tagline issue<br />
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<br />[23:22:52] <mrcoolbp> great
[23:24:47] &lt;mrcoolbp&gt; (I think that's it for my update)<br />
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<br />[23:23:05] <matt_> Ok, next is swag: mrcoolbp, how goes it?
[23:25:04] &lt;xlefay&gt; And what kind of "swag" are we selling? Like, t-shirts, hats, usb sticks?<br />
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<br />[23:23:09] <mrcoolbp> okay
[23:25:11] &lt;Bytram&gt; Given the pent-up demand, I would prefer a couple extra day's time to get it solid before opening us up for potential troubles<br />
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<br />[23:23:23] <mrcoolbp> So we have a mock-up of the store setup
[23:25:12] &lt;xlefay&gt; planning on selling*<br />
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<br />[23:23:34] <mrcoolbp> techincally things can be purchased right now
[23:25:20] &lt;paulej72&gt; also I suggested we needed to add the url to the design as well<br />
+
<br />[23:23:49] <mrcoolbp> But there was a small hangup on the Tagline "...is people"
[23:25:25] &lt;mrcoolbp&gt; ^^^<br />
+
<br />[23:23:59] <matt_> mrcoolbp, do you want to add additional designs/items before going live?
[23:25:36] &lt;matt_&gt; so, my opinion of the tagline issue is: 1. it seems very unlikely that anyone will complain, 2. if we do get a letter or communication from someone who is unhappy with us using the tagline, we can probably work something out with them, and 3. since we aren't warehousing huge amounts of merchandise, it wouldn't be too difficult to change it later.<br />
+
<br />[23:23:59] <mrcoolbp> I wanted to resolve that here before we move forward
[23:25:39] &lt;xlefay&gt; Perhaps, a QR code or something similar would also be benefitial considering most people have a smart phone?<br />
+
<br />[23:24:07] <matt_> ok, good point.
[23:26:27] &lt;mrcoolbp&gt; Screenshot of the 1st draft of the store: http://imgur.com<br />
+
<br />[23:24:14] <xlefay> Could we get a preview/screenshot of said mock-up? So we can visualize it?
[23:26:44] &lt;xlefay&gt; Where's the bacon++?! (hah)<br />
+
<br />[23:24:22] <mrcoolbp> xlefay: sec
[23:26:53] &lt;mrcoolbp&gt; !todo bacon++ items<br />
+
<br />[23:24:27] <mrcoolbp> matt_: at the very least I'd like to spend a few hours on setting it up proper
[23:26:53] &lt;Bender&gt; todo item 22 added<br />
+
<br />[23:24:37] <mrcoolbp> especially after we resolve the tagline issue
[23:27:01] &lt;matt_&gt; mrcoolbp, what are your thoughts on the tagline issue?<br />
+
<br />[23:24:47] <mrcoolbp> (I think that's it for my update)
[23:27:06] &lt;NCommander&gt; so we proceed w/ the tagline?<br />
+
<br />[23:24:55] * mrcoolbp goes to get the screenshot
[23:27:09] &lt;NCommander&gt; as is?<br />
+
<br />[23:25:04] <xlefay> And what kind of "swag" are we selling? Like, t-shirts, hats, usb sticks?  
[23:27:21] &lt;mrcoolbp&gt; matt_ I'm not well versed on the issue, I'll defer to your understanding of it<br />
+
<br />[23:25:11] <Bytram> Given the pent-up demand, I would prefer a couple extra day's time to get it solid before opening us up for potential troubles
[23:27:25] &lt;xlefay&gt; I think that looks amazing. Are there also plans on selling USB-sticks with SoylentNews stamped logo's? As for the tagline, SoylentNews .. is people!<br />
+
<br />[23:25:12] <xlefay> planning on selling*
[23:27:26] &lt;Bytram&gt; Is this the proper time/place to discuss the *particulars* of the SWAG items? I'd suggest wse just recognize the need for the discussion, and if need be, have someone volunteer to lead the discussion and report back.<br />
+
<br />[23:25:20] <paulej72> also I suggested we needed to add the url to the design as well
[23:27:40] &lt;mrcoolbp&gt; xlefay: I have it noted, I just haven't gotten there<br />
+
<br />[23:25:25] <mrcoolbp> ^^^
[23:27:59] &lt;mrcoolbp&gt; Bytram: the tagline issue yes<br />
+
<br />[23:25:36] <matt_> so, my opinion of the tagline issue is: 1. it seems very unlikely that anyone will complain, 2. if we do get a letter or communication from someone who is unhappy with us using the tagline, we can probably work something out with them, and 3. since we aren't warehousing huge amounts of merchandise, it wouldn't be too difficult to change it later.  
[23:28:06] &lt;mrcoolbp&gt; which items we are offering no<br />
+
<br />[23:25:39] <xlefay> Perhaps, a QR code or something similar would also be benefitial considering most people have a smart phone?
[23:28:24] &lt;xlefay&gt; Bytram, I concur. That would seem like the most logical course of action, to set up a task force for it, and have the taskforce deal with the selection of items in the store.<br />
+
<br />[23:26:27] <mrcoolbp> Screenshot of the 1st draft of the store: http://imgur.com
[23:28:29] &lt;matt_&gt; Bytram, the board just needs to make sure that we don't decide on something that places the corporation at unnecessary legal risk.<br />
+
<br />[23:26:29] juggs|afk is now known as juggs
[23:28:29] &lt;Bytram&gt; I fully agree. thanks. What is the potential issue with the tag line?<br />
+
<br />[23:26:44] <xlefay> Where's the bacon++?! (hah)
[23:28:42] &lt;mrcoolbp&gt; matt_, NCommander: I will get to fleshing out the store ASAP, it will be on the top of my todo<br />
+
<br />[23:26:53] <mrcoolbp> !todo bacon++ items
[23:28:47] &lt;mattie_p&gt; Bytram: probably copyright or trademark infringement from the movie<br />
+
<br />[23:26:53] <Bender> todo item 22 added
[23:28:54] &lt;matt_&gt; mrcoolbp, sounds good!<br />
+
<br />[23:27:01] <matt_> mrcoolbp, what are your thoughts on the tagline issue?
[23:29:05] &lt;matt_&gt; Next, Item 3: Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.).<br />
+
<br />[23:27:06] <NCommander> so we proceed w/ the tagline?
[23:29:06] &lt;NCommander&gt; mattie_p, that was my concern<br />
+
<br />[23:27:09] <NCommander> as is?
[23:29:17] &lt;matt_&gt; unless there are any remaining swag issues...<br />
+
<br />[23:27:21] <mrcoolbp> matt_ I'm not well versed on the issue, I'll defer to your understanding of it
[23:29:22] &lt;Bytram&gt; yes<br />
+
<br />[23:27:25] <xlefay> I think that looks amazing. Are there also plans on selling USB-sticks with SoylentNews stamped logo's? As for the tagline, SoylentNews .. is people!
[23:29:41] &lt;Bytram&gt; are we self-hosting the swag store; shipping, billing and all that?<br />
+
<br />[23:27:26] <Bytram> Is this the proper time/place to discuss the *particulars* of the SWAG items? I'd suggest wse just recognize the need for the discussion, and if need be, have someone volunteer to lead the discussion and report back.
[23:29:41] &lt;mrcoolbp&gt; = /<br />
+
<br />[23:27:40] <mrcoolbp> xlefay: I have it noted, I just haven't gotten there
[23:30:03] &lt;mrcoolbp&gt; Bytram: negative, we went with a 3rd party solution due to resource constraints<br />
+
<br />[23:27:59] <mrcoolbp> Bytram: the tagline issue yes
[23:30:03] &lt;matt_&gt; Bytram, the swag store is on CafePress.<br />
+
<br />[23:28:06] <mrcoolbp> which items we are offering no
[23:30:21] &lt;Bytram&gt; do they get a cut of the sales, and if so, how much?<br />
+
<br />[23:28:24] <xlefay> Bytram, I concur. That would seem like the most logical course of action, to set up a task force for it, and have the taskforce deal with the selection of items in the store.
[23:30:27] &lt;xlefay&gt; Bytram, matt_, perhaps, a task force for dealing with those items would be the best? Then, that taskforce can make recommendations to the staff and/or board?<br />
+
<br />[23:28:29] <matt_> Bytram, the board just needs to make sure that we don't decide on something that places the corporation at unnecessary legal risk.
[23:30:29] &lt;mrcoolbp&gt; Bytram: self-hosting and shipping ourselves would take a huge amount of work<br />
+
<br />[23:28:29] <Bytram> I fully agree. thanks. What is the potential issue with the tag line?
[23:30:37] &lt;matt_&gt; Bytram, oh, that's a really good point. We need to decide on the markup.<br />
+
<br />[23:28:42] <mrcoolbp> matt_, NCommander: I will get to fleshing out the store ASAP, it will be on the top of my todo
[23:30:49] &lt;mrcoolbp&gt; Bytram: of course they do, they set a base price and we set markup<br />
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<br />[23:28:47] <mattie_p> Bytram: probably copyright or trademark infringement from the movie
[23:30:50] &lt;xlefay&gt; Regarding, whether we oursource things, what items are in the store, etc.<br />
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<br />[23:28:54] <matt_> mrcoolbp, sounds good!
[23:31:03] &lt;Bytram&gt; mrcoolbp: I *fully* agree on self-hosting being work-intensive.<br />
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<br />[23:29:05] <matt_> Next, Item 3: Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.).  
[23:31:06] &lt;matt_&gt; xlefay, that is a good idea too. my understanding is that mrcoolbp is currently leading that task force.<br />
+
<br />[23:29:06] <NCommander> mattie_p, that was my concern
[23:31:17] &lt;mrcoolbp&gt; xlefay: I would love a taskforce on the specifics, I can make the rest happen<br />
+
<br />[23:29:17] <matt_> unless there are any remaining swag issues...
[23:31:28] &lt;mrcoolbp&gt; any volunteers?<br />
+
<br />[23:29:22] <Bytram> yes
[23:31:37] &lt;xlefay&gt; matt_, I see. Than I suggest, we wait till mrcoolbp and his team (which he'll assemble) make a recommendation.<br />
+
<br />[23:29:41] <Bytram> are we self-hosting the swag store; shipping, billing and all that?
[23:31:48] &lt;xlefay&gt; mrcoolbp, count me in. I would be delighted to help out!<br />
+
<br />[23:29:41] <mrcoolbp> = /
[23:32:10] &lt;mrcoolbp&gt; xlefay: I'll send you an email, and send one out to staff soliciting other volunteers<br />
+
<br />[23:30:03] <mrcoolbp> Bytram: negative, we went with a 3rd party solution due to resource constraints
[23:32:14] &lt;matt_&gt; xlefay, that sounds good to me. shall we aim for about a week from today? does that sound reasonable?<br />
+
<br />[23:30:03] <matt_> Bytram, the swag store is on CafePress.  
[23:32:26] &lt;mrcoolbp&gt; okay, any other swag issues? NCommander: are we okay with going WITH the tagline for now?<br />
+
<br />[23:30:21] <Bytram> do they get a cut of the sales, and if so, how much?  
[23:32:45] &lt;xlefay&gt; matt_, I believe that question is supposed to be targeted to mrcoolbp, since it's his taskforce :-)<br />
+
<br />[23:30:27] <xlefay> Bytram, matt_, perhaps, a task force for dealing with those items would be the best? Then, that taskforce can make recommendations to the staff and/or board?
[23:32:50] &lt;mrcoolbp&gt; matt_ we can have a store ready-to-go in 7 days, yes<br />
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<br />[23:30:29] <mrcoolbp> Bytram: self-hosting and shipping ourselves would take a huge amount of work
[23:32:51] &lt;Bytram&gt; I have a question on how the task force will report back... e-mail to staff@soylentnews.org? Post it on the wiki? How?<br />
+
<br />[23:30:37] <matt_> Bytram, oh, that's a really good point. We need to decide on the markup.
[23:33:02] &lt;NCommander&gt; Ulitmately, I'm worried about us getting sued out of existence for it since we'd be directly profitting<br />
+
<br />[23:30:49] <mrcoolbp> Bytram: of course they do, they set a base price and we set markup
[23:33:12] &lt;NCommander&gt; On the other hand, Soylent (food product) exists and hasn't been sued so ...<br />
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<br />[23:30:50] <xlefay> Regarding, whether we oursource things, what items are in the store, etc.
[23:33:12] &lt;mattie_p&gt; re Tagline: I'm searching the USPTO and there are two live trademarks on soylent, one for the food and one by WB<br />
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<br />[23:31:03] <Bytram> mrcoolbp: I *fully* agree on self-hosting being work-intensive.
[23:33:21] &lt;mrcoolbp&gt; Bytram: I'll make the final decisions availalble on the staff list<br />
+
<br />[23:31:06] <matt_> xlefay, that is a good idea too. my understanding is that mrcoolbp is currently leading that task force.
[23:33:35] &lt;xlefay&gt; Bytram / mrcoolbp , I suggest, we make one or multiple wiki pages, in which we'll disclose our findings and our recommendations. And then send that link to the staff.<br />
+
<br />[23:31:17] <mrcoolbp> xlefay: I would love a taskforce on the specifics, I can make the rest happen
[23:33:39] &lt;Bytram&gt; mrcoolbp: that's great! thank you very much!<br />
+
<br />[23:31:28] <mrcoolbp> any volunteers?
[23:33:52] &lt;NCommander&gt; so, assuming we accept this as acceptable risk<br />
+
<br />[23:31:37] <xlefay> matt_, I see. Than I suggest, we wait till mrcoolbp and his team (which he'll assemble) make a recommendation.
[23:33:56] &lt;NCommander&gt; I don't have an issue with it<br />
+
<br />[23:31:48] <xlefay> mrcoolbp, count me in. I would be delighted to help out!
[23:34:10] &lt;matt_&gt; ok. ready to move on?<br />
+
<br />[23:32:10] <mrcoolbp> xlefay: I'll send you an email, and send one out to staff soliciting other volunteers
[23:34:17] &lt;mrcoolbp&gt; I am<br />
+
<br />[23:32:14] <matt_> xlefay, that sounds good to me. shall we aim for about a week from today? does that sound reasonable?  
[23:34:17] &lt;xlefay&gt; mrcoolbp, that'll allow us to, also be open regarding our process and the particular details. Thoughts?<br />
+
<br />[23:32:26] <mrcoolbp> okay, any other swag issues? NCommander: are we okay with going WITH the tagline for now?  
[23:34:21] &lt;Bytram&gt; was there a vote here?<br />
+
<br />[23:32:45] <xlefay> matt_, I believe that question is supposed to be targeted to mrcoolbp, since it's his taskforce :-)
[23:34:28] &lt;mrcoolbp&gt; xlefay: great, let's discuss that later<br />
+
<br />[23:32:50] <mrcoolbp> matt_ we can have a store ready-to-go in 7 days, yes
[23:34:37] &lt;xlefay&gt; mrcoolbp, agreed. :)<br />
+
<br />[23:32:51] <Bytram> I have a question on how the task force will report back... e-mail to staff@soylentnews.org? Post it on the wiki? How?  
[23:34:39] &lt;NCommander&gt; Bytram, vote on what?<br />
+
<br />[23:33:02] <NCommander> Ulitmately, I'm worried about us getting sued out of existence for it since we'd be directly profitting
[23:34:39] &lt;mrcoolbp&gt; = )<br />
+
<br />[23:33:12] <NCommander> On the other hand, Soylent (food product) exists and hasn't been sued so ...
[23:34:46] &lt;xlefay&gt; moving on then ;-)<br />
+
<br />[23:33:12] <mattie_p> re Tagline: I'm searching the USPTO and there are two live trademarks on soylent, one for the food and one by WB
[23:34:57] &lt;matt_&gt; <+matt_> Next, Item 3: Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.).<br />
+
<br />[23:33:21] <mrcoolbp> Bytram: I'll make the final decisions availalble on the staff list
[23:35:04] &lt;matt_&gt; First, amending our Bylaws to allow meetings on IRC. (For those not here for the last meeting, our Bylaws may or may not allow meetings on IRC, but the Board can still take "action without a meeting" as long as it is unanimous and in writing.)<br />
+
<br />[23:33:35] <xlefay> Bytram / mrcoolbp , I suggest, we make one or multiple wiki pages, in which we'll disclose our findings and our recommendations. And then send that link to the staff.  
[23:35:05] &lt;mrcoolbp&gt; (matt_ Bytram is wondering if that issue required a vote)<br />
+
<br />[23:33:39] <Bytram> mrcoolbp: that's great! thank you very much!
[23:35:16] &lt;Bytram&gt; we have agenda items, and it would be good to note whenever we finish an item, what the conclusion/result was<br />
+
<br />[23:33:52] <NCommander> so, assuming we accept this as acceptable risk
[23:35:35] &lt;matt_&gt; mrcoolbp, oh. Bytram, to be safe the board should authorize the opening of the store, when it is ready.<br />
+
<br />[23:33:56] <NCommander> I don't have an issue with it  
[23:35:45] &lt;Bytram&gt; EXACTLY!<br />
+
<br />[23:34:10] <matt_> ok. ready to move on?
[23:35:56] &lt;mrcoolbp&gt; matt_ that works for me (Bytram we aren't "ready" yet)<br />
+
<br />[23:34:17] <mrcoolbp> I am
[23:35:57] &lt;matt_&gt; Bytram, yes. so far, we have just been noting when we finish agenda items that require a vote.<br />
+
<br />[23:34:17] <xlefay> mrcoolbp, that'll allow us to, also be open regarding our process and the particular details. Thoughts?
[23:36:34] &lt;matt_&gt; Bytram, one of the benefits of a 3-person board is that we don't have to worry too much about sticking to the details of parlimentary procedure :)<br />
+
<br />[23:34:21] <Bytram> was there a vote here?
[23:36:38] &lt;Bytram&gt; matt_: I have been at too many meetings where there has been lots of disussion<br />
+
<br />[23:34:28] <mrcoolbp> xlefay: great, let's discuss that later
[23:36:43] &lt;xlefay&gt; matt_, regarding item #3, I think allowing meetings on IRC is fine, but I do believe we should have a format for doing so. It can get quite complicated, multiple conversations running at once, etc. So we'll need to prevent that.<br />
+
<br />[23:34:37] <xlefay> mrcoolbp, agreed. :)  
[23:36:59] &lt;Bytram&gt; and when the meeting was over, it was unclear who was doing what by when<br />
+
<br />[23:34:39] <NCommander> Bytram, vote on what?
[23:37:05] &lt;xlefay&gt; (e.g. focussing on one thing at a time)<br />
+
<br />[23:34:39] <mrcoolbp> = )
[23:37:18] &lt;matt_&gt; xlefay, yes. however we decide to do it, i strongly suggest that we confirm any decisions made at a meeting immediately after the meeting via email.<br />
+
<br />[23:34:46] <xlefay> moving on then ;-)
[23:37:28] &lt;mrcoolbp&gt; ^^<br />
+
<br />[23:34:57] <matt_> <+matt_> Next, Item 3: Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.).  
[23:37:34] &lt;NCommander&gt; xlefay, we need to fix the bylaws to formally allow it, kinda an oversight >.<;<br />
+
<br />[23:35:04] <matt_> First, amending our Bylaws to allow meetings on IRC. (For those not here for the last meeting, our Bylaws may or may not allow meetings on IRC, but the Board can still take "action without a meeting" as long as it is unanimous and in writing.)
[23:37:54] &lt;matt_&gt; so i was hoping that we could vote on that amendment at this meeting.<br />
+
<br />[23:35:05] <mrcoolbp> (matt_ Bytram is wondering if that issue required a vote)
[23:38:00] &lt;matt_&gt; Shall we take a vote on amending the Bylaws to allow meetings on IRC?<br />
+
<br />[23:35:16] <Bytram> we have agenda items, and it would be good to note whenever we finish an item, what the conclusion/result was
[23:38:03] &lt;xlefay&gt; NCommander, I understand. I'm just suggesting we discuss what kind of format before we do so.<br />
+
<br />[23:35:35] <matt_> mrcoolbp, oh. Bytram, to be safe the board should authorize the opening of the store, when it is ready.  
[23:38:26] &lt;xlefay&gt; Otherwise, we'll allow it, but there's no proper format to do so, and things can get messy down the road, which isn't what we want.<br />
+
<br />[23:35:45] <Bytram> EXACTLY!
[23:38:55] &lt;NCommander&gt; point taken<br />
+
<br />[23:35:56] <mrcoolbp> matt_ that works for me (Bytram we aren't "ready" yet)
[23:39:22] &lt;matt_&gt; Any objections to voting on the issue of whether to allow board meetings on irc?<br />
+
<br />[23:35:57] <matt_> Bytram, yes. so far, we have just been noting when we finish agenda items that require a vote.  
[23:39:24] &lt;Bytram&gt; these are the corporate bylaws that I reviewed a few weeks ago?<br />
+
<br />[23:36:34] <matt_> Bytram, one of the benefits of a 3-person board is that we don't have to worry too much about sticking to the details of parlimentary procedure :)
[23:39:30] &lt;matt_&gt; Bytram, correct.<br />
+
<br />[23:36:38] <Bytram> matt_: I have been at too many meetings where there has been lots of disussion
[23:39:38] &lt;Bytram&gt; okay, thanks.<br />
+
<br />[23:36:43] <xlefay> matt_, regarding item #3, I think allowing meetings on IRC is fine, but I do believe we should have a format for doing so. It can get quite complicated, multiple conversations running at once, etc. So we'll need to prevent that.
[23:39:47] &lt;xlefay&gt; Just out of curiosity. This is already a board meeting, and yet, it isn't formally allowed by, the bylaws? That seems rather odd, lol<br />
+
<br />[23:36:59] <Bytram> and when the meeting was over, it was unclear who was doing what by when
[23:40:00] &lt;matt_&gt; exactly why i suggest we vote to fix that =)<br />
+
<br />[23:37:05] <xlefay> (e.g. focussing on one thing at a time)
[23:40:07] &lt;mrcoolbp&gt; matt_ no objections, can we add discussion of meeting format as another topic?<br />
+
<br />[23:37:18] <matt_> xlefay, yes. however we decide to do it, i strongly suggest that we confirm any decisions made at a meeting immediately after the meeting via email.
[23:40:17] &lt;xlefay&gt; matt_, the only objection I have is, that we first define a format to have such meetings, when we have that, I see no objection, not from me at least.<br />
+
<br />[23:37:28] <mrcoolbp> ^^
[23:40:31] &lt;matt_&gt; xlefay, our bylaws allow "action without a meeting", by unanimous written consent of the board.<br />
+
<br />[23:37:34] <NCommander> xlefay, we need to fix the bylaws to formally allow it, kinda an oversight >.<;
[23:40:36] &lt;mrcoolbp&gt; ^^^<br />
+
<br />[23:37:54] <matt_> so i was hoping that we could vote on that amendment at this meeting.  
[23:40:36] &lt;xlefay&gt; Then again, I'm not even sure if I'm on the board as it stands so.... rather confused about that ;)<br />
+
<br />[23:38:00] <matt_> Shall we take a vote on amending the Bylaws to allow meetings on IRC?
[23:40:45] &lt;xlefay&gt; I see, that's cool.<br />
+
<br />[23:38:03] <xlefay> NCommander, I understand. I'm just suggesting we discuss what kind of format before we do so.  
[23:40:49] &lt;mrcoolbp&gt; xlefay: you are not currently on the board<br />
+
<br />[23:38:26] <xlefay> Otherwise, we'll allow it, but there's no proper format to do so, and things can get messy down the road, which isn't what we want.  
[23:40:54] &lt;Bytram&gt; so there are two questions here... (1) whether or not to allow board meetings on IRC, (2) what changes are required in the bylaws to support said change<br />
+
<br />[23:38:55] <NCommander> point taken
[23:40:55] &lt;xlefay&gt; ah I see<br />
+
<br />[23:39:22] <matt_> Any objections to voting on the issue of whether to allow board meetings on irc?
[23:41:03] &lt;matt_&gt; mrcoolbp, added to Item 4.<br />
+
<br />[23:39:24] <Bytram> these are the corporate bylaws that I reviewed a few weeks ago?
[23:41:05] &lt;mrcoolbp&gt; thanhks<br />
+
<br />[23:39:30] <matt_> Bytram, correct.  
[23:41:42] &lt;mrcoolbp&gt; Bytram: that would be the change<br />
+
<br />[23:39:38] <Bytram> okay, thanks.
[23:41:55] &lt;matt_&gt; ok, so i have prepared a question for the vote. if we are ready to vote, i can pose the question :)<br />
+
<br />[23:39:47] <xlefay> Just out of curiosity. This is already a board meeting, and yet, it isn't formally allowed by, the bylaws? That seems rather odd, lol
[23:42:01] &lt;mrcoolbp&gt; NComander: shall we vote on item #3?<br />
+
<br />[23:40:00] <matt_> exactly why i suggest we vote to fix that =)  
[23:42:19] &lt;NCommander&gt; lets have the question specifically written up then vote<br />
+
<br />[23:40:07] <mrcoolbp> matt_ no objections, can we add discussion of meeting format as another topic?  
[23:42:28] &lt;xlefay&gt; (just one question, as this is a board meeting, or at least, sort-of, does staff opinion/vote weigh in or?)<br />
+
<br />[23:40:17] <xlefay> matt_, the only objection I have is, that we first define a format to have such meetings, when we have that, I see no objection, not from me at least.
[23:42:41] &lt;mrcoolbp&gt; xlefay: that's why you are here<br />
+
<br />[23:40:31] <matt_> xlefay, our bylaws allow "action without a meeting", by unanimous written consent of the board.
[23:43:09] &lt;matt_&gt; NCommander, i have a question written up, which I can present if you are ready to vote on it. Of course, you can vote "No" if you don't like the wording...<br />
+
<br />[23:40:36] <mrcoolbp> ^^^
[23:43:13] &lt;xlefay&gt; mrcoolbp, cool, just making sure. The "board meeting" subject in the e-mail implied it was for the board, but since I'm not on said board, I got a tiny bit confused.<br />
+
<br />[23:40:36] <xlefay> Then again, I'm not even sure if I'm on the board as it stands so.... rather confused about that ;)
[23:43:14] &lt;mattie_p&gt; Query: If the board isn't sure it can have meetings on IRC: will a vote taken in an IRC meeting be valid?<br />
+
<br />[23:40:45] <xlefay> I see, that's cool.  
[23:43:16] &lt;mrcoolbp&gt; you don't get to vote (unless you are on the board) but we are hearing opinions for sure<br />
+
<br />[23:40:49] <mrcoolbp> xlefay: you are not currently on the board  
[23:43:19] &lt;Bytram&gt; from my reading of the bylaws, the community is invited to attend and to voice their views so that the board can make an informed decision.<br />
+
<br />[23:40:54] <Bytram> so there are two questions here... (1) whether or not to allow board meetings on IRC, (2) what changes are required in the bylaws to support said change
[23:43:32] &lt;matt_&gt; xlefay, staff opinion certainly weighs in, but only the current Directors may vote by law.<br />
+
<br />[23:40:55] <xlefay> ah I see
[23:43:39] &lt;mrcoolbp&gt; mattie_p "action without a meeting"<br />
+
<br />[23:41:03] <matt_> mrcoolbp, added to Item 4.
[23:43:51] &lt;mrcoolbp&gt; mattie_p technically this "isn't a board meeting"<br />
+
<br />[23:41:05] <mrcoolbp> thanhks
[23:43:56] &lt;mrcoolbp&gt; as I understand it<br />
+
<br />[23:41:42] <mrcoolbp> Bytram: that  would  be the change
[23:44:10] &lt;matt_&gt; mattie_p, from the logs of our last meeting:<br />
+
<br />[23:41:55] <matt_> ok, so i have prepared a question for the vote. if we are ready to vote, i can pose the question :)
[23:44:11] &lt;matt_&gt; First: Our simple bylaws do not specifically allow board meetings over irc :( and we had less than the required 2 business days notice of this meeting :( but that's ok because we can take action without a meeting according to Article III, Section 11: "Action without a Meeting" :)<br />
+
<br />[23:42:01] <mrcoolbp> NComander: shall we vote on item #3?
[23:44:17] &lt;matt_&gt; This works as long as "all members of the Board of Directors [...] consent thereto in writing or by electronic transmission, and such writings or electronic transmissions are filed with the records of the meetings of the Board of Directors", because "Such consent shall be treated as a valid and proper vote of the Board of Directors or committee thereof for all purposes".<br />
+
<br />[23:42:19] <NCommander> lets have the question specifically written up then vote
[23:44:21] &lt;matt_&gt; So, long-story short, any decisions that we make here need to be unanimous to be binding. We can change this by voting to amend the bylaws during this meeting, if you want, or we can leave that for later.<br />
+
<br />[23:42:28] <xlefay> (just one question, as this is a board meeting, or at least, sort-of, does staff opinion/vote weigh in or?)
[23:44:39] &lt;mattie_p&gt; mrcoolbp, matt_ thanks for the clarification<br />
+
<br />[23:42:41] <mrcoolbp> xlefay: that's why you are here
[23:44:46] &lt;mrcoolbp&gt; np<br />
+
<br />[23:43:09] <matt_> NCommander, i have a question written up, which I can present if you are ready to vote on it. Of course, you can vote "No" if you don't like the wording...  
[23:44:58] &lt;Bytram&gt; thanks for the clarification<br />
+
<br />[23:43:13] <xlefay> mrcoolbp, cool, just making sure. The "board meeting" subject in the e-mail implied it was for the board, but since I'm not on said board, I got a tiny bit confused.  
[23:45:10] &lt;mrcoolbp&gt; okay: move to vote on #3<br />
+
<br />[23:43:14] <mattie_p> Query: If the board isn't sure it can have meetings on IRC: will a vote taken in an IRC meeting be valid?
[23:45:12] &lt;xlefay&gt; matt_, thanks for the full explanation & clarification. It's much appreciated. Anyway, I suggest we just move to the vote.<br />
+
<br />[23:43:16] <mrcoolbp> you don't get to vote (unless you are on the board) but we are hearing opinions for sure
[23:45:26] &lt;matt_&gt; cool. NCommander, ready?<br />
+
<br />[23:43:19] <Bytram> from my reading of the bylaws, the community is invited to attend and to voice their views so that the board can make an informed decision.
[23:45:44] &lt;NCommander&gt; Call the vote<br />
+
<br />[23:43:32] <matt_> xlefay, staff opinion certainly weighs in, but only the current Directors may vote by law.
[23:45:49] &lt;matt_&gt; All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the Corporation to allow the Board of Directors to take action without a meeting, such that<br />
+
<br />[23:43:39] <mrcoolbp> mattie_p "action without a meeting"
[23:45:53] &lt;matt_&gt; Aye!<br />
+
<br />[23:43:51] <mrcoolbp> mattie_p technically this "isn't a board meeting"
[23:46:02] &lt;NCommander&gt; aye<br />
+
<br />[23:43:56] <mrcoolbp> as I understand it
[23:46:05] &lt;NCommander&gt; wait<br />
+
<br />[23:44:10] <matt_> mattie_p, from the logs of our last meeting:
[23:46:08] &lt;NCommander&gt; where the rest of it<br />
+
<br />[23:44:11] <matt_> First: Our simple bylaws do not specifically allow board meetings over irc :( and we had less than the required 2 business days notice of this meeting :( but that's ok because we can take action without a meeting according to Article III, Section 11: "Action without a Meeting" :)
[23:46:14] &lt;mrcoolbp&gt; such that...<br />
+
<br />[23:44:17] <matt_> This works as long as "all members of the Board of Directors [...] consent thereto in writing or by electronic transmission, and such writings or electronic transmissions are filed with the records of the meetings of the Board of Directors", because "Such consent shall be treated as a valid and proper vote of the Board of Directors or committee thereof for all purposes".
[23:46:14] &lt;NCommander&gt; "such that ..."<br />
+
<br />[23:44:21] <matt_> So, long-story short, any decisions that we make here need to be unanimous to be binding. We can change this by voting to amend the bylaws during this meeting, if you want, or we can leave that for later.
[23:46:25] &lt;matt_&gt; please stand by :)<br />
+
<br />[23:44:39] <mattie_p> mrcoolbp, matt_ thanks for the clarification
[23:46:57] &lt;matt_&gt; it was too long :(<br />
+
<br />[23:44:46] <mrcoolbp> np
[23:47:06] &lt;matt_&gt; ok, a 2-parter. please stand by :)<br />
+
<br />[23:44:58] <Bytram> thanks for the clarification
[23:47:15] &lt;xlefay&gt; I cannot, as a staff member, agree with such an amendment unless, a format is first declared. So that, meetings on IRC will be properly structured and be sound. That's, my take on it anyway...<br />
+
<br />[23:45:10] <mrcoolbp> okay: move to vote on #3
[23:47:26] &lt;xlefay&gt; but, feel free to ignore that hehe :P<br />
+
<br />[23:45:12] <xlefay> matt_, thanks for the full explanation & clarification. It's much appreciated. Anyway, I suggest we just move to the vote.
[23:47:43] &lt;NCommander&gt; xlefay, the format doesn't need to be locked in the bylaws<br />
+
<br />[23:45:26] <matt_> cool. NCommander, ready?
[23:47:46] &lt;mrcoolbp&gt; xlefay: a discussion on the format is forthcoming already<br />
+
<br />[23:45:44] <NCommander> Call the vote
[23:48:00] &lt;xlefay&gt; NCommander, true, but it should be declared (say, on the wiki)<br />
+
<br />[23:45:49] <matt_> All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the Corporation to allow the Board of Directors to take action without a meeting, such that
[23:48:05] &lt;matt_&gt; All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the<br />
+
<br />[23:45:53] <matt_> Aye!
[23:48:09] &lt;matt_&gt; Corporation to allow the Board of Directors to take action without a meeting, such that any such action shall require the vote of a majority of the Directors then in office, confirmed by email to the Secretary of the Corporation, to be binding and effective):<br />
+
<br />[23:46:02] <NCommander> aye
[23:48:29] &lt;NCommander&gt; xlefay, and it will be, but this is just fixig the bylaws so we can formally do it on IRC at all<br />
+
<br />[23:46:02] * mrcoolbp reads
[23:48:52] &lt;Bytram&gt; matt_: question....<br />
+
<br />[23:46:05] <NCommander> wait
[23:49:00] &lt;NCommander&gt; matt_, still seems bifuricated, stuff it on pastebin.com or something<br />
+
<br />[23:46:08] <NCommander> where the rest of it
[23:49:10] &lt;NCommander&gt; or maybe xchat being stupid<br />
+
<br />[23:46:14] <mrcoolbp> such that...
[23:49:11] &lt;Bytram&gt; are we over-specifying by mentioning "IRC"...<br />
+
<br />[23:46:14] <NCommander> "such that ..."
[23:49:13] &lt;NCommander&gt; I see the whole thing now<br />
+
<br />[23:46:25] <matt_> please stand by :)
[23:49:21] &lt;matt_&gt; Bytram, it is complete.<br />
+
<br />[23:46:57] <matt_> it was too long :(
[23:49:24] &lt;mrcoolbp&gt; bytram: no<br />
+
<br />[23:47:06] <matt_> ok, a 2-parter. please stand by :)
[23:49:37] &lt;matt_&gt; i meant NCommander :)<br />
+
<br />[23:47:15] <xlefay> I cannot, as a staff member, agree with such an amendment unless, a format is first declared. So that, meetings on IRC will be properly structured and be sound. That's, my take on it anyway...  
[23:49:54] &lt;paulej72&gt; does this till have the x days stuff in effect<br />
+
<br />[23:47:26] <xlefay> but, feel free to ignore that hehe :P
[23:50:12] &lt;matt_&gt; Bytram, what other means would you envision wanting to use for a board meeting?<br />
+
<br />[23:47:43] <NCommander> xlefay, the format doesn't need to be locked in the bylaws
[23:50:22] &lt;xlefay&gt; NCommander, mrcoolbp, I have full faith in the board and the staff, but.. this is binding so I generally feel safer if something is first declared/written up/proposed before it is decided, just to avoid misunderstandings and the likes later on. This is just me "playing it safe", feel free to disregard it<br />
+
<br />[23:47:46] <mrcoolbp> xlefay: a discussion on the format is forthcoming already
[23:50:34] &lt;matt_&gt; paulej72, the final text will have to be approved via email.<br />
+
<br />[23:48:00] <xlefay> NCommander, true, but it should be declared (say, on the wiki)
[23:50:42] &lt;mrcoolbp&gt; xlefay: it's been duly noted<br />
+
<br />[23:48:05] <matt_> All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the
[23:50:52] &lt;mrcoolbp&gt; I'm gonna vote:<br />
+
<br />[23:48:09] <matt_> Corporation to allow the Board of Directors to take action without a meeting, such that any such action shall require the vote of a majority of the Directors then in office, confirmed by email to the Secretary of the Corporation, to be binding and effective):
[23:50:54] &lt;mrcoolbp&gt; Aye!<br />
+
<br />[23:48:29] <NCommander> xlefay, and it will be, but this is just fixig the bylaws so we can formally do it on IRC at all
[23:51:03] &lt;Bytram&gt; so, IRC and *ONLY* IRC? No other real-time chat-type system would be permitted. i don't know of any specific alternative off-hand, but it is an *instance* of a *class* of communication tools.<br />
+
<br />[23:48:52] <Bytram> matt_: question....
[23:51:05] &lt;matt_&gt; xlefay, paulej72, the issue is that normally, this would be attached to an email or presented at a meatspace meeting, etc.<br />
+
<br />[23:49:00] <NCommander> matt_, still seems bifuricated, stuff it on pastebin.com or something
[23:51:16] &lt;mrcoolbp&gt; Bytram: we can always ammend later.<br />
+
<br />[23:49:10] <NCommander> or maybe xchat being stupid
[23:51:43] &lt;NCommander&gt; Bytram, this is for regular BoD meetings, special meetings can be in any formal, meatspace or virtual space<br />
+
<br />[23:49:11] <Bytram> are we over-specifying by mentioning "IRC"...  
[23:51:54] &lt;matt_&gt; Bytram, if we wanted to use an alternative means, it would be easy to amend the bylaws again.<br />
+
<br />[23:49:13] <NCommander> I see the whole thing now
[23:51:56] &lt;xlefay&gt; Also, I suggest, that, those decisions are only binding if they are, indeed, properly documented.<br />
+
<br />[23:49:21] <matt_> Bytram, it is complete.
[23:52:07] &lt;Bytram&gt; NCommander: like a conference call? If so, I'm good then.<br />
+
<br />[23:49:24] <mrcoolbp> bytram: no
[23:52:10] &lt;NCommander&gt; and if we're going to move those somewhere else, we should have to vote on it<br />
+
<br />[23:49:37] <matt_> i meant NCommander :)
[23:52:17] &lt;xlefay&gt; (with of course, those predefined templates)<br />
+
<br />[23:49:54] <paulej72> does this till have the x days stuff in effect
[23:52:18] &lt;Bytram&gt; agreed.<br />
+
<br />[23:50:12] <matt_> Bytram, what other means would you envision wanting to use for a board meeting?  
[23:52:22] &lt;NCommander&gt; Bytram, that's already explicately allowed by the current bylaws<br />
+
<br />[23:50:22] <xlefay> NCommander, mrcoolbp, I have full faith in the board and the staff, but.. this is binding so I generally feel safer if something is first declared/written up/proposed before it is decided, just to avoid misunderstandings and the likes later on. This is just me "playing it safe", feel free to disregard it  
[23:52:28] &lt;matt_&gt; xlefay, thus the "shall be confirmed after said meeting by email" line.<br />
+
<br />[23:50:34] <matt_> paulej72, the final text will have to be approved via email.
[23:53:09] &lt;xlefay&gt; matt_, I meant, on a public forum - since, we are for the public benefit? Say, the wiki? Of course, I understand if there are exceptions to certain decisions.<br />
+
<br />[23:50:42] <mrcoolbp> xlefay: it's been duly noted
[23:53:18] &lt;Bytram&gt; NCommander: yes, I'd forgotten about that temporarily. thanks for the reminder. I'm good.<br />
+
<br />[23:50:52] <mrcoolbp> I'm gonna vote:
[23:53:24] &lt;mrcoolbp&gt; xlefay: please bring that up at the format discussion<br />
+
<br />[23:50:54] <mrcoolbp> Aye!
[23:53:47] &lt;xlefay&gt; mrcoolbp, will do. Just figured I'd lay it out there, for possible amendment into the amendment itself.<br />
+
<br />[23:51:03] <Bytram> so, IRC and *ONLY* IRC? No other real-time chat-type system would be permitted. i don't know of any specific alternative off-hand, but it is an *instance* of a *class* of communication tools.  
[23:53:58] &lt;matt_&gt; xlefay, we are posting the minutes on the wiki. Once we have an actual official meeting (if we amend the bylaws to allow such a thing over IRC, for example), the minutes will be placed on the wiki in a standard format, i would think.<br />
+
<br />[23:51:05] <matt_> xlefay, paulej72, the issue is that normally, this would be attached to an email or presented at a meatspace meeting, etc.
[23:54:28] &lt;NCommander&gt; anyway, Aye<br />
+
<br />[23:51:16] <mrcoolbp> Bytram: we can always ammend later.  
[23:54:34] &lt;mrcoolbp&gt; Aye<br />
+
<br />[23:51:43] <NCommander> Bytram, this is for regular BoD meetings, special meetings can be in any formal, meatspace or virtual space
[23:54:45] &lt;xlefay&gt; matt_, that's good - but shouldn't that be a requirement, for the sake of completeness? (forgive my questions, just ensuring I fully understand)<br />
+
<br />[23:51:54] <matt_> Bytram, if we wanted to use an alternative means, it would be easy to amend the bylaws again.
[23:54:50] &lt;matt_&gt; hah! to the question 50 lines up :D let me restate it:<br />
+
<br />[23:51:56] <xlefay> Also, I suggest, that, those decisions are only binding if they are, indeed, properly documented.
[23:54:59] &lt;matt_&gt; All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the<br />
+
<br />[23:52:07] <Bytram> NCommander: like a conference call? If so, I'm good then.
[23:55:04] &lt;matt_&gt; Corporation to allow the Board of Directors to take action without a meeting, such that any such action shall require the vote of a majority of the Directors then in office, confirmed by email to the Secretary of the Corporation, to be binding and effective):<br />
+
<br />[23:52:10] <NCommander> and if we're going to move those somewhere else, we should have to vote on it
[23:55:09] &lt;mrcoolbp&gt; Aye!<br />
+
<br />[23:52:17] <xlefay> (with of course, those predefined templates)
[23:55:11] &lt;matt_&gt; Aye!<br />
+
<br />[23:52:18] <Bytram> agreed.
[23:55:18] &lt;NCommander&gt; Aye<br />
+
<br />[23:52:22] <NCommander> Bytram, that's already explicately allowed by the current bylaws
[23:55:20] &lt;matt_&gt; Resolved.<br />
+
<br />[23:52:28] <matt_> xlefay, thus the "shall be confirmed after said meeting by email" line.
[23:55:25] &lt;matt_&gt; Great! I will circulate the text of the amendment for final approval once I have it ready.<br />
+
<br />[23:53:09] <xlefay> matt_, I meant, on a public forum - since, we are for the public benefit? Say, the wiki? Of course, I understand if there are exceptions to certain decisions.
[23:55:41] &lt;NCommander&gt; yay<br />
+
<br />[23:53:18] <Bytram> NCommander: yes, I'd forgotten about that temporarily. thanks for the reminder. I'm good.
[23:55:44] &lt;matt_&gt; Now, on to the proposal for issuing common stock to NCommander and myself to facilitate the transfer of assets from us to the Corporation without placing the Corporation in debt.<br />
+
<br />[23:53:24] <mrcoolbp> xlefay: please bring that up at the format discussion
[23:55:53] &lt;matt_&gt; Did you guys have a chance to review the document that I sent? If so, what did you think of it? Would you like me to recap the purpose/benefits of this proposal?<br />
+
<br />[23:53:47] <xlefay> mrcoolbp, will do. Just figured I'd lay it out there, for possible amendment into the amendment itself.  
[23:56:05] &lt;mrcoolbp&gt; yes please<br />
+
<br />[23:53:58] <matt_> xlefay, we are posting the minutes on the wiki. Once we have an actual official meeting (if we amend the bylaws to allow such a thing over IRC, for example), the minutes will be placed on the wiki in a standard format, i would think.  
[23:56:14] &lt;matt_&gt; To recap, this agreement accomplishes the following:<br />
+
<br />[23:54:28] <NCommander> anyway, Aye
[23:56:18] &lt;NCommander&gt; briefly, not sure, yes<br />
+
<br />[23:54:34] <mrcoolbp> Aye
[23:56:19] &lt;matt_&gt; 1. SoylentNews acquires all rights to its own accounts, data, domains, etc., which are currently owned by Michael and myself.<br />
+
<br />[23:54:45] <xlefay> matt_, that's good - but shouldn't that be a requirement, for the sake of completeness? (forgive my questions, just ensuring I fully understand)
[23:56:24] &lt;matt_&gt; 2. SoylentNews gets long-term liabilities for start-up costs off of its books (i.e., SN is not in debt to anyone). If, once SN is financially stable, we wanted to reimburse start-up costs, the board could authorize the payment of a dividend, etc.<br />
+
<br />[23:54:50] <matt_> hah! to the question 50 lines up :D let me restate it:
[23:56:27] &lt;matt_&gt; 3. The agreement provides a mechanism for us to contribute some cash directly to SN, which would allow SN to start directly paying for hosting, etc., thus minimizing accumulation of personal expenses for which we would later want to seek reimbursement. If this is of interest, we should discuss the amounts of cash that we would want to contribute. I included $700 for me as an example in the attachment.<br />
+
<br />[23:54:59] <matt_> All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the
[23:56:32] &lt;matt_&gt; 4. Tax implications are minimal because there are no restrictions that will lapse (e.g., vesting). If we wanted to include a vesting schedule, we would include that in a separate shareholder's agreement, which would be a bit more complicated (although I do have a template). This would then likely require the 83(b) election that I mentioned in our last meeting, unless we decided to impose vesting restrictions later.<br />
+
<br />[23:55:04] <matt_> Corporation to allow the Board of Directors to take action without a meeting, such that any such action shall require the vote of a majority of the Directors then in office, confirmed by email to the Secretary of the Corporation, to be binding and effective):
[23:56:37] &lt;matt_&gt; 5. If the same number of shares are issued to Michael and to me, then there will be no change in authority relative to the current situation with a 3-member board that includes the two of us. For example, it would not be possible to accidentally sell the corporation to DICE, as both Michael and I would have to agree to such a sale :)<br />
+
<br />[23:55:09] <mrcoolbp> Aye!
[23:56:47] &lt;matt_&gt; i think that's pretty much it. =)<br />
+
<br />[23:55:11] <matt_> Aye!
[23:57:30] &lt;xlefay&gt; I think that speaks for itself.. as a non-board member, let me just say "aye"<br />
+
<br />[23:55:18] <NCommander> Aye
[23:57:35] &lt;mrcoolbp&gt; heh<br />
+
<br />[23:55:20] <matt_> Resolved.  
[23:57:50] &lt;Bytram&gt; matt_: is this *common* stock or *capital* stock?<br />
+
<br />[23:55:25] <matt_> Great! I will circulate the text of the amendment for final approval once I have it ready.  
[23:57:55] &lt;mrcoolbp&gt; common<br />
+
<br />[23:55:41] <NCommander> yay
[23:57:59] &lt;matt_&gt; Bytram, those two are the same thing for us :)<br />
+
<br />[23:55:44] <matt_> Now, on to the proposal for issuing common stock to NCommander and myself to facilitate the transfer of assets from us to the Corporation without placing the Corporation in debt.
[23:58:06] &lt;mrcoolbp&gt; oh<br />
+
<br />[23:55:53] <matt_> Did you guys have a chance to review the document that I sent? If so, what did you think of it? Would you like me to recap the purpose/benefits of this proposal?
[23:58:17] &lt;matt_&gt; Bytram, our Certificate of Incorporation doesn't allow us to issue Preferred Stock or any other kind of capital stock.<br />
+
<br />[23:56:05] <mrcoolbp> yes please
[23:58:31] &lt;Bytram&gt; ahhhhh, got it now. thanks!<br />
+
<br />[23:56:14] <matt_> To recap, this agreement accomplishes the following:
[23:58:37] &lt;NCommander&gt; I admit I'm still concerned about possible tax stuff on both a personal and corporate level<br />
+
<br />[23:56:18] <NCommander> briefly, not sure, yes
[23:59:13] &lt;NCommander&gt; I'm willing to investigate further (I needo to talk w/ my accountant), and perhaps have things lined up for a formal yay/nay next meeting<br />
+
<br />[23:56:19] <matt_> 1. SoylentNews acquires all rights to its own accounts, data, domains, etc., which are currently owned by Michael and myself.
[23:59:20] &lt;matt_&gt; NCommander, the key with this is: if we want to do it, we should do it before the stock has any value, otherwise it gets more complicated.<br />
+
<br />[23:56:24] <matt_> 2. SoylentNews gets long-term liabilities for start-up costs off of its books (i.e., SN is not in debt to anyone). If, once SN is financially stable, we wanted to reimburse start-up costs, the board could authorize the payment of a dividend, etc.
[23:59:31] &lt;mrcoolbp&gt; = /<br />
+
<br />[23:56:27] <matt_> 3. The agreement provides a mechanism for us to contribute some cash directly to SN, which would allow SN to start directly paying for hosting, etc., thus minimizing accumulation of personal expenses for which we would later want to seek reimbursement. If this is of interest, we should discuss the amounts of cash that we would want to contribute. I included $700 for me as an example in the attachment.  
[23:59:33] &lt;NCommander&gt; Well, that's going to take awhile<br />
+
<br />[23:56:32] <matt_> 4. Tax implications are minimal because there are no restrictions that will lapse (e.g., vesting). If we wanted to include a vesting schedule, we would include that in a separate shareholder's agreement, which would be a bit more complicated (although I do have a template). This would then likely require the 83(b) election that I mentioned in our last meeting, unless we decided to impose vesting restrictions later.
[23:59:41] &lt;NCommander&gt; with making sure we have proper provisions in allowing the PBC to buy itself back<br />
+
<br />[23:56:37] <matt_> 5. If the same number of shares are issued to Michael and to me, then there will be no change in authority relative to the current situation with a 3-member board that includes the two of us. For example, it would not be possible to accidentally sell the corporation to DICE, as both Michael and I would have to agree to such a sale :)
[23:59:51] &lt;mrcoolbp&gt; yes, agreed<br />
+
<br />[23:56:47] <matt_> i think that's pretty much it. =)
[00:00:27] &lt;mrcoolbp&gt; NCommander, matt_: it's true that we don't currently have a revenue stream, but we do have plans in place to start that going<br />
+
<br />[23:57:30] <xlefay> I think that speaks for itself.. as a non-board member, let me just say "aye"
[00:00:31] &lt;Bytram&gt; NCommander: I'm not so sure about how long it would take; between subscriptions and swag, we could be in the black in a few weeks.<br />
+
<br />[23:57:35] <mrcoolbp> heh
[00:00:52] &lt;matt_&gt; normally this type of agreement is done within 2-3 days of incorporation :/<br />
+
<br />[23:57:50] <Bytram> matt_: is this *common* stock or *capital* stock?
[00:01:05] &lt;Bytram&gt; NOTE: *could* not necessarily *will*.<br />
+
<br />[23:57:55] <mrcoolbp> common
[00:01:12] &lt;matt_&gt; to eliminate any possibility that the stock has increased in value between incorporation and issuance.<br />
+
<br />[23:57:59] <matt_> Bytram, those two are the same thing for us :)
[00:01:27] &lt;matt_&gt; NCommander, when can you talk with your accountant?<br />
+
<br />[23:58:06] <mrcoolbp> oh
[00:01:53] &lt;NCommander&gt; probably this week<br />
+
<br />[23:58:17] <matt_> Bytram, our Certificate of Incorporation doesn't allow us to issue Preferred Stock or any other kind of capital stock.  
[00:02:27] &lt;matt_&gt; ok. i know that you're planning a trip soon, do you think it would be realistic to try to sqeeze in a meeting before then, at least on this issue?<br />
+
<br />[23:58:31] <Bytram> ahhhhh, got it now. thanks!
[00:02:45] &lt;NCommander&gt; My concern with issuing stock of any kind is it means that part of the corporation isn't owned by itself. Lets say a year from now, we're in the black you have got stock though for the site<br />
+
<br />[23:58:37] <NCommander> I admit I'm still concerned about possible tax stuff on both a personal and corporate level
[00:03:07] &lt;NCommander&gt; And then hit a personal issue like bankruptecy and sell assets to a third part :-P<br />
+
<br />[23:59:13] <NCommander> I'm willing to investigate further (I needo to talk w/ my accountant), and perhaps have things lined up for a formal yay/nay next meeting  
[00:03:08] &lt;Bytram&gt; can the board agree now to have the corporation issue stock, contingent on NCommander's discussion with his accountant and acceptance of it?<br />
+
<br />[23:59:20] <matt_> NCommander, the key with this is: if we want to do it, we should do it before the stock has any value, otherwise it gets more complicated.  
[00:03:27] &lt;matt_&gt; NCommander, oh, this is a key point. The Board of Directors has to approve all transfers of stock.<br />
+
<br />[23:59:31] <mrcoolbp> = /
[00:03:28] &lt;mrcoolbp&gt; NCommander: I don't beleive they can be sold to a third party<br />
+
<br />[23:59:33] <NCommander> Well, that's going to take awhile
[00:03:34] &lt;mrcoolbp&gt; ah that<br />
+
<br />[23:59:41] <NCommander> with making sure we have proper provisions in allowing the PBC to buy itself back
[00:03:37] &lt;matt_&gt; NCommander, so you're not allowed to sell it without board approval.<br />
+
<br />[23:59:51] <mrcoolbp> yes, agreed
[00:03:43] &lt;matt_&gt; that's in our bylaws.<br />
+
<br />[00:00:27] <mrcoolbp> NCommander, matt_: it's true that we don't currently have a revenue stream, but we  do  have plans in place to start that going
[00:03:58] &lt;NCommander&gt; ALright<br />
+
<br />[00:00:31] <Bytram> NCommander: I'm not so sure about how long it would take; between subscriptions and swag, we could be in the black in a few weeks.  
[00:04:15] &lt;NCommander&gt; I'm willing to approve a tentative approval to make sure I'm not upsetting a legal mess<br />
+
<br />[00:00:52] <matt_> normally this type of agreement is done within 2-3 days of incorporation :/
[00:04:31] &lt;matt_&gt; approve a tentative approval :?<br />
+
<br />[00:01:05] <Bytram> NOTE: *could* not necessarily *will*.
[00:04:32] &lt;paulej72&gt; so what happens if someone does sell it. is the stock void?<br />
+
<br />[00:01:12] <matt_> to eliminate any possibility that the stock has increased in value between incorporation and issuance.
[00:04:43] &lt;matt_&gt; paulej72, the sale is null and void.<br />
+
<br />[00:01:27] <matt_> NCommander, when can you talk with your accountant?  
[00:04:50] &lt;paulej72&gt; ok<br />
+
<br />[00:01:53] <NCommander> probably this week
[00:05:08] &lt;NCommander&gt; matt_, basically, make it hinge on me talking taxes w/ my personal accountent, and if he doesn't see any issues for my person issue, ACK<br />
+
<br />[00:02:27] <matt_> ok. i know that you're planning a trip soon, do you think it would be realistic to try to sqeeze in a meeting before then, at least on this issue?
[00:05:25] &lt;juggs&gt; could a majority of board members cause the bylaw that forbids the sale of stock to be removed?<br />
+
<br />[00:02:45] <NCommander> My concern with issuing stock of any kind is it means that part of the corporation isn't owned by itself. Lets say a year from now, we're in the black you have got stock though for the site
[00:05:33] &lt;matt_&gt; ok. i can adjust my pre-prepared voting language to that effect.<br />
+
<br />[00:03:07] <NCommander> And then hit a personal issue like bankruptecy and sell assets to a third part :-P
[00:05:43] &lt;matt_&gt; juggs, yes.<br />
+
<br />[00:03:08] <Bytram> can the board agree now to have the corporation issue stock, contingent on NCommander's discussion with his accountant and acceptance of it?
[00:05:45] &lt;NCommander&gt; juggs, yes<br />
+
<br />[00:03:27] <matt_> NCommander, oh, this is a key point. The Board of Directors has to approve all transfers of stock.  
[00:05:46] &lt;mrcoolbp&gt; juggs: yes<br />
+
<br />[00:03:28] <mrcoolbp> NCommander: I don't beleive they can be sold to a third party
[00:05:55] &lt;NCommander&gt; wow, echo<br />
+
<br />[00:03:34] <mrcoolbp> ah that
[00:06:03] &lt;juggs&gt; ha<br />
+
<br />[00:03:37] <matt_> NCommander, so you're not allowed to sell it without board approval.
[00:06:07] &lt;juggs&gt; I hear ya!<br />
+
<br />[00:03:43] <matt_> that's in our bylaws.
[00:06:27] &lt;matt_&gt; ok, please stand by for a vote. of course, let me know if you have any questions/issues with the following language.<br />
+
<br />[00:03:58] <NCommander> ALright
[00:06:34] &lt;matt_&gt; this is a long one :)<br />
+
<br />[00:04:15] <NCommander> I'm willing to approve a tentative approval to make sure I'm not upsetting a legal mess
[00:06:45] &lt;matt_&gt; All those in favor of authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Michael Casadevall at a purchase price of $0.10 per share, payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Matt Ang<br />
+
<br />[00:04:29] * NCommander hopes that made sense
[00:06:49] &lt;matt_&gt; payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and resolving that the form of the Founder's Common Stock Subscription Agreement be, and hereby is, adopted, ratified and approved, and that the sale and issuance of Common Stock to each of the above named persons shall be conditioned upon the receipt by the Corporation of (a) the purchase price for said stock and (b)<br />
+
<br />[00:04:31] <matt_> approve a tentative approval :?
[00:06:53] &lt;matt_&gt; Agreement, including executed copies of any and all documents attached thereto as exhibits, and that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to take such further action and execute such additional documents as each may deem necessary or appropriate to carry out the purposes of this resolution:<br />
+
<br />[00:04:32] <paulej72> so what happens if someone does sell it. is the stock void?
[00:07:44] &lt;mrcoolbp&gt; matt_ are we getting message truncation again?<br />
+
<br />[00:04:43] <matt_> paulej72, the sale is null and void.
[00:07:49] &lt;mattie_p&gt; looks like you missed a few words in there<br />
+
<br />[00:04:50] <paulej72> ok
[00:07:55] &lt;matt_&gt; mrcoolbp, i think that came through.<br />
+
<br />[00:04:51] -!- SirFinkus has quit [Read error: Connection reset by peer]
[00:08:04] &lt;matt_&gt; mattie_p, let me triple-check.<br />
+
<br />[00:05:08] <NCommander> matt_, basically, make it hinge on me talking taxes w/ my personal accountent, and if he doesn't see any issues for my person issue, ACK
[00:08:05] &lt;mattie_p&gt; matt_: your name didn't<br />
+
<br />[00:05:25] <juggs> could a majority of board members cause the bylaw that forbids the sale of stock to be removed?
[00:08:09] &lt;Bytram&gt; first paragraph, your name is incomplete<br />
+
<br />[00:05:33] <matt_> ok. i can adjust my pre-prepared voting language to that effect.
[00:08:25] &lt;Bytram&gt; matt_: ^^<br />
+
<br />[00:05:43] <matt_> juggs, yes.
[00:08:28] &lt;paulej72&gt; flood control<br />
+
<br />[00:05:45] <NCommander> juggs, yes
[00:08:39] &lt;matt_&gt; *sigh<br />
+
<br />[00:05:46] <mrcoolbp> juggs: yes
[00:08:46] &lt;juggs&gt; :D<br />
+
<br />[00:05:55] <NCommander> wow, echo
[00:08:49] &lt;matt_&gt; ok, trying again :)<br />
+
<br />[00:06:03] <juggs> ha
[00:09:10] &lt;paulej72&gt; paste in smaller chunks<br />
+
<br />[00:06:07] <juggs> I hear ya!
[00:09:16] &lt;NCommander&gt; matt_, pastebin.com or something similar is your friend<br />
+
<br />[00:06:27] <matt_> ok, please stand by for a vote. of course, let me know if you have any questions/issues with the following language.
[00:09:19] &lt;paulej72&gt; submit between each<br />
+
<br />[00:06:34] <matt_> this is a long one :)
[00:09:37] &lt;matt_&gt; All those in favor of authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Michael Casadevall at a purchase price of $0.10 per share, payable in cash, or by any other form of consideration permitted by applicable law, including the<br />
+
<br />[00:06:45] <matt_> All those in favor of authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Michael Casadevall at a purchase price of $0.10 per share, payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Matt Ang
[00:09:44] &lt;matt_&gt; contribution of tangible property, and authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Matt Angel at a purchase price of $0.10 per share,<br />
+
<br />[00:06:49] <matt_> payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and resolving that the form of the Founder's Common Stock Subscription Agreement be, and hereby is, adopted, ratified and approved, and that the sale and issuance of Common Stock to each of the above named persons shall be conditioned upon the receipt by the Corporation of (a) the purchase price for said stock and (b)
[00:09:50] &lt;matt_&gt; payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and resolving that the form of the Founder's Common Stock Subscription Agreement be, and hereby is, adopted, ratified and approved, and that the sale and<br />
+
<br />[00:06:53] <matt_> Agreement, including executed copies of any and all documents attached thereto as exhibits, and that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to take such further action and execute such additional documents as each may deem necessary or appropriate to carry out the purposes of this resolution:  
[00:11:35] &lt;matt__&gt; Agreement, including executed copies of any and all documents attached thereto as exhibits, and that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to take such further action and execute such additional<br />
+
<br />[00:07:44] <mrcoolbp> matt_ are we getting message truncation again?
[00:11:40] &lt;matt__&gt; documents as each may deem necessary or appropriate to carry out the purposes of this resolution:<br />
+
<br />[00:07:49] <mattie_p> looks like you missed a few words in there
[00:12:15] &lt;paulej72&gt; .op<br />
+
<br />[00:07:55] <matt_> mrcoolbp, i think that came through.
[00:12:34] &lt;matt__&gt; paulej72, i was flood-controlled :(<br />
+
<br />[00:08:04] <matt_> mattie_p, let me triple-check.
[00:12:43] &lt;NCommander&gt; matt_, pastebin is your friend, seriously<br />
+
<br />[00:08:05] <mattie_p> matt_: your name didn't
[00:12:46] &lt;xlefay&gt; matt__, hence why pastebin is suggested :)<br />
+
<br />[00:08:09] <Bytram> first paragraph, your name is incomplete
[00:12:47] &lt;NCommander&gt; Its easier to read<br />
+
<br />[00:08:25] <Bytram> matt_: ^^
[00:12:48] &lt;juggs&gt; missed a bit again around here "issuance of Common Stock to each of the above named persons shall be conditioned upon the receipt by the Corporation of (a) the purchase price for said stock and (b)"<br />
+
<br />[00:08:28] <paulej72> flood control
[00:12:49] &lt;mrcoolbp&gt; .voice matt__<br />
+
<br />[00:08:39] <matt_> *sigh
[00:13:00] &lt;matt__&gt; NCommander, ack. ok, pastebin next time, definitely!<br />
+
<br />[00:08:40] * juggs quickly files a change of name to Matt Ang
[00:13:29] &lt;matt__&gt; anyway, i think everyone has the jist of it :)<br />
+
<br />[00:08:46] <juggs> :D
[00:13:32] &lt;NCommander&gt; matt__, 50k shared is > what either of us owe though<br />
+
<br />[00:08:49] <matt_> ok, trying again :)
[00:13:36] &lt;NCommander&gt; *shares<br />
+
<br />[00:09:10] <paulej72> paste in smaller chunks
[00:13:38] &lt;matt__&gt; so, we can just do the final text over email.<br />
+
<br />[00:09:16] <NCommander> matt_, pastebin.com or something similar is your friend
[00:13:49] &lt;matt__&gt; NCommander, it's at $0.10 per share.<br />
+
<br />[00:09:19] <paulej72> submit between each
[00:14:01] &lt;NCommander&gt; 50000*.10 == 5000<br />
+
<br />[00:09:37] <matt_> All those in favor of authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Michael Casadevall at a purchase price of $0.10 per share, payable in cash, or by any other form of consideration permitted by applicable law, including the
[00:14:05] &lt;juggs&gt; $5K each?<br />
+
<br />[00:09:44] <matt_> contribution of tangible property, and authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Matt Angel at a purchase price of $0.10 per share,  
[00:14:07] &lt;matt__&gt; NCommander, we have to value our "Tangible and Intangible Property" in a way that the IRS, etc. will accept.<br />
+
<br />[00:09:50] <matt_> payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and resolving that the form of the Founder's Common Stock Subscription Agreement be, and hereby is, adopted, ratified and approved, and that the sale and
[00:14:11] &lt;mattie_p&gt; up to 50,000 shares are authorized to be sold, don't have to sell them all<br />
+
<br />[00:11:24] -!- matt__ [matt__!~4c77e8d9@f-09-442-560-040.hsd9.ma.comcast.net] has joined #staff
[00:14:19] &lt;NCommander&gt; oh<br />
+
<br />[00:11:35] <matt__> Agreement, including executed copies of any and all documents attached thereto as exhibits, and that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to take such further action and execute such additional
[00:14:19] &lt;matt__&gt; so, for example, your contributions to date add up to a total value of $5000.<br />
+
<br />[00:11:40] <matt__> documents as each may deem necessary or appropriate to carry out the purposes of this resolution:
[00:15:26] &lt;mrcoolbp&gt; .voice matt_<br />
+
<br />[00:12:15] <paulej72> .op
[00:15:48] &lt;matt_&gt; Ok, so the last remaining step to get the Corporation officially set up is: I will collect all of the resolutions adopted by the board so far, including language for amending the Bylaws to allow meetings on IRC, and put together a "Unanimous Written Consent of the Board of Directors" document, which the three of us should sign.<br />
+
<br />[00:12:15] -!- mode/#staff [+o paulej72] by juggler
[00:16:18] &lt;mrcoolbp&gt; okay<br />
+
<br />[00:12:34] <matt__> paulej72, i was flood-controlled :(
[00:16:24] &lt;NCommander&gt; k<br />
+
<br />[00:12:43] <NCommander> matt_, pastebin is your friend, seriously
[00:16:26] &lt;matt_&gt; Finally, Item 4: Any other business (community involvement in corporate governance, SN policies and procedures manual, including: staff appointment & authority, account and password management, individual team policy, policy on retaining records, etc.).<br />
+
<br />[00:12:46] <xlefay> matt__, hence why pastebin is suggested :)
[00:16:37] &lt;matt_&gt; NCommander, how's your incorporation post going?<br />
+
<br />[00:12:47] <NCommander> Its easier to read
[00:17:20] &lt;matt_&gt; i ask, because i think that it would be nice to post the bylaws, etc. on the wiki, so that everyone can see them...<br />
+
<br />[00:12:48] <juggs> missed a bit again around here "issuance of Common Stock to each of the above named persons shall be conditioned upon the receipt by the Corporation of (a) the purchase price for said stock and (b)"
[00:17:50] &lt;Bytram&gt; matt_: point of order? was there a vote taken on the issuance of common stock?<br />
+
<br />[00:12:49] <mrcoolbp> .voice matt__
[00:17:58] &lt;mrcoolbp&gt; negative<br />
+
<br />[00:12:49] -!- mode/#staff [+v matt__] by juggler
[00:18:10] &lt;matt_&gt; Bytram, due to technical issues, we will go with an email vote for that one, i think.<br />
+
<br />[00:13:00] <matt__> NCommander, ack. ok, pastebin next time, definitely!
[00:18:22] &lt;NCommander&gt; matt_, its going very slowly<br />
+
<br />[00:13:29] <matt__> anyway, i think everyone has the jist of it :)
[00:18:30] &lt;NCommander&gt; I got about a 1/3rd through it<br />
+
<br />[00:13:32] <NCommander> matt__, 50k shared is > what either of us owe though
[00:18:30] &lt;matt_&gt; Bytram, since it didn't seem that there were any questions (unless i missed any).<br />
+
<br />[00:13:36] <NCommander> *shares
[00:18:55] &lt;Bytram&gt; matt_: okay, thanks.<br />
+
<br />[00:13:38] <matt__> so, we can just do the final text over email.
[00:19:42] &lt;matt_&gt; NCommander, also at the last meeting we had mentioned that your post would be a geat place to ask the community specifically how they would like to be involved in the governance of SoylentNews PBC.<br />
+
<br />[00:13:49] <matt__> NCommander, it's at $0.10 per share.
[00:20:12] &lt;mrcoolbp&gt; yes, please throw that in there somewhere<br />
+
<br />[00:14:01] <NCommander> 50000*.10 == 5000
[00:20:17] &lt;matt_&gt; let us know if you need any help with that, ok?<br />
+
<br />[00:14:05] -!- matt_ has quit [Ping timeout: 244 seconds]
[00:20:32] &lt;NCommander&gt; mrcoolbp, its in there<br />
+
<br />[00:14:05] <juggs> $5K each?
[00:20:35] &lt;NCommander&gt; alright<br />
+
<br />[00:14:07] <matt__> NCommander, we have to value our "Tangible and Intangible Property" in a way that the IRS, etc. will accept.
[00:20:36] &lt;mrcoolbp&gt; great<br />
+
<br />[00:14:11] <mattie_p> up to 50,000 shares are authorized to be sold, don't have to sell them all
[00:20:37] &lt;matt_&gt; Next is the SN policies and procedures manual.<br />
+
<br />[00:14:19] <NCommander> oh
[00:20:38] &lt;NCommander&gt; *already<br />
+
<br />[00:14:19] <matt__> so, for example, your contributions to date add up to a total value of $5000.
[00:20:43] &lt;mrcoolbp&gt; On the Policy manual I have an update<br />
+
<br />[00:15:01] matt__ is now known as matt_
[00:21:14] &lt;mrcoolbp&gt; Janrinok and I started drafting an SN Policy manual based on conversations with LaminatorX and matt_<br />
+
<br />[00:15:10] -!- matt_ has quit [Changing host]
[00:21:35] &lt;mrcoolbp&gt; once we have something readable, the plan is to circulate on the staff list for suggestions and criticisms<br />
+
<br />[00:15:10] -!- matt_ [matt_!~4c77e8d9@Soylent/Staff/Management] has joined #staff
[00:22:08] &lt;mrcoolbp&gt; matt_ can you elaborate on "staff appointment & authority<br />
+
<br />[00:15:10] -!- mode/#staff [+v matt_] by irc.sylnt.us
[00:22:10] &lt;mrcoolbp&gt; ?<br />
+
<br />[00:15:10] -!- mode/#staff [-v matt_] by juggler
[00:22:43] &lt;matt_&gt; mrcoolbp, actually, i think that you probably already have that in there. basically, how does someone become "staff", and what authority do staff have.<br />
+
<br />[00:15:26] <mrcoolbp> .voice matt_
[00:22:59] &lt;mrcoolbp&gt; oh, part of the policy manual got it<br />
+
<br />[00:15:26] -!- mode/#staff [+v matt_] by juggler
[00:23:00] &lt;mrcoolbp&gt; okay<br />
+
<br />[00:15:48] <matt_> Ok, so the last remaining step to get the Corporation officially set up is: I will collect all of the resolutions adopted by the board so far, including language for amending the Bylaws to allow meetings on IRC, and put together a "Unanimous Written Consent of the Board of Directors" document, which the three of us should sign.  
[00:23:03] &lt;mrcoolbp&gt; account and password management: We have done a decent job of duplicating privledges and passwords on various accounts<br />
+
<br />[00:16:18] <mrcoolbp> okay
[00:23:15] &lt;mrcoolbp&gt; but I think we need to do a once over on each account<br />
+
<br />[00:16:24] <NCommander> k
[00:23:28] &lt;mrcoolbp&gt; I can work with paulej72 on making sure that is done<br />
+
<br />[00:16:26] <matt_> Finally, Item 4: Any other business (community involvement in corporate governance, SN policies and procedures manual, including: staff appointment & authority, account and password management, individual team policy, policy on retaining records, etc.).
[00:23:43] &lt;mrcoolbp&gt; I think 3 people should be able to access each system<br />
+
<br />[00:16:37] <matt_> NCommander, how's your incorporation post going?
[00:24:09] &lt;mrcoolbp&gt; but we had discussed locking the keys in a container and needing mulitple people to unlock (food for thought)<br />
+
<br />[00:17:20] <matt_> i ask, because i think that it would be nice to post the bylaws, etc. on the wiki, so that everyone can see them...  
[00:24:30] &lt;matt_&gt; nice. it sounds like you have a good grip on the issue. the question of SN's policy on retaining records came up recently, as well.<br />
+
<br />[00:17:50] <Bytram> matt_: point of order? was there a vote taken on the issuance of common stock?
[00:24:35] &lt;paulej72&gt; would like it to be 3 qualified people, but we will tak what we can get<br />
+
<br />[00:17:58] <mrcoolbp> negative
[00:24:39] &lt;Bytram&gt; mrcoolbp: do we have *one* place which itemizes *all* the (computer) accounts we have? Each system (e.g. Boron), service, DNS entries, *everything*?<br />
+
<br />[00:18:10] <matt_> Bytram, due to technical issues, we will go with an email vote for that one, i think.
[00:24:42] &lt;mrcoolbp&gt; paulej72: well said<br />
+
<br />[00:18:22] <NCommander> matt_, its going very slowly
[00:24:53] &lt;mrcoolbp&gt; Bytram, not compiled, I'll note that<br />
+
<br />[00:18:30] <NCommander> I got about a 1/3rd through it
[00:25:12] &lt;Bytram&gt; great! thank you.<br />
+
<br />[00:18:30] <matt_> Bytram, since it didn't seem that there were any questions (unless i missed any).  
[00:25:27] &lt;xlefay&gt; We can certainly get records from LDAP, as for local accounts - that'll require some inventorisation.<br />
+
<br />[00:18:43] -!- mode/#staff [-v bryan] by juggler
[00:25:28] &lt;Bytram&gt; might check with xlefay who has a pretty good list from setting up icinga, too.<br />
+
<br />[00:18:55] <Bytram> matt_: okay, thanks.  
[00:25:33] &lt;mrcoolbp&gt; matt_ that's all I have for now on that item, is now a good time to bring up a point from a staff memeber who couldn't make it?<br />
+
<br />[00:19:42] <matt_> NCommander, also at the last meeting we had mentioned that your post would be a geat place to ask the community specifically how they would like to be involved in the governance of SoylentNews PBC.  
[00:25:48] &lt;mrcoolbp&gt; Bytram: noted, thank you!<br />
+
<br />[00:20:12] <mrcoolbp> yes, please throw that in there somewhere
[00:26:10] &lt;matt_&gt; mrcoolbp, yes! we have reached the end of the agenda, so let's open the floor.<br />
+
<br />[00:20:17] <matt_> let us know if you need any help with that, ok?
[00:26:22] &lt;mrcoolbp&gt; okay<br />
+
<br />[00:20:32] <NCommander> mrcoolbp, its in there
[00:26:31] &lt;mrcoolbp&gt; <+mechanicjay> I'm wondering about regular meetings, their frequency and I'd like to see 1 weeks notice before future meetings. While that wont' be an idea time, it does give folks a chance to arrange their schedules accordingly.<br />
+
<br />[00:20:35] <NCommander> alright
[00:26:31] &lt;mrcoolbp&gt; <+mechanicjay> Also, now that incorporation has started, what are the responsibilities of regular old staff folks. Does the relationship between a volunteer staff person and the corporation get formalized at some point?<br />
+
<br />[00:20:36] <mrcoolbp> great
[00:26:51] &lt;mrcoolbp&gt; idea = ideal I think<br />
+
<br />[00:20:37] <matt_> Next is the SN policies and procedures manual.
[00:27:18] &lt;mrcoolbp&gt; the second one I'll add to my SN policy manual draft<br />
+
<br />[00:20:38] <NCommander> *already
[00:27:38] &lt;mrcoolbp&gt; I have "a template for that"<br />
+
<br />[00:20:43] <mrcoolbp> On the Policy manual I have an update
[00:27:43] &lt;matt_&gt; mrcoolbp, yes, the second one sounds like it would be perfect for the policy draft.<br />
+
<br />[00:21:14] <mrcoolbp> Janrinok and I started drafting an SN Policy manual based on conversations with LaminatorX and matt_
[00:27:45] &lt;matt_&gt; =)<br />
+
<br />[00:21:35] <mrcoolbp> once we have something readable, the plan is to circulate on the staff list for suggestions and criticisms
[00:28:14] &lt;mrcoolbp&gt; matt_ is one week notice a good goal to shoot for?<br />
+
<br />[00:22:08] <mrcoolbp> matt_ can you elaborate on "staff appointment & authority
[00:28:29] &lt;matt_&gt; mrcoolbp, as for the first one, it's also related to the policy draft, as it should be made clear that the board meetings are different than the staff meetings, i think.<br />
+
<br />[00:22:10] <mrcoolbp> ?
[00:28:52] &lt;mrcoolbp&gt; matt_ if you want I can add a distiction to the manual<br />
+
<br />[00:22:43] <matt_> mrcoolbp, actually, i think that you probably already have that in there. basically, how does someone become "staff", and what authority do staff have.
[00:29:03] &lt;matt_&gt; mrcoolbp, this also gets to the issue of electing additional directors, which we can do at any time.<br />
+
<br />[00:22:59] <mrcoolbp> oh, part of the policy manual got it
[00:29:11] &lt;matt_&gt; mrcoolbp, yes please.<br />
+
<br />[00:23:00] <mrcoolbp> okay  
[00:29:13] &lt;mrcoolbp&gt; ah yes, nice segway<br />
+
<br />[00:23:03] <mrcoolbp> account and password management: We have done a decent job of duplicating privledges and passwords on various accounts
[00:29:17] &lt;mrcoolbp&gt; matt_ noted<br />
+
<br />[00:23:15] <mrcoolbp> but I think we need to do a once over on each account
[00:29:37] &lt;matt_&gt; also, i forgot one last item that was added to the agenda: discuss a standard format for board meetings<br />
+
<br />[00:23:28] <mrcoolbp> I can work with paulej72 on making sure that is done
[00:29:50] &lt;mrcoolbp&gt; okay, so let's take those one at a time<br />
+
<br />[00:23:43] <mrcoolbp> I think 3 people should be able to access each system
[00:30:13] &lt;mrcoolbp&gt; first, are there any board positions that we feel should be fulfilled?<br />
+
<br />[00:24:09] <mrcoolbp> but we had discussed locking the keys in a container and needing mulitple people to unlock (food for thought)
[00:30:24] &lt;mrcoolbp&gt; matt_ could you recap the common unfilled positions?<br />
+
<br />[00:24:30] <matt_> nice. it sounds like you have a good grip on the issue. the question of SN's policy on retaining records came up recently, as well.
[00:30:33] &lt;xlefay&gt; oops, a bit too late, but... Additionally, when meetings are made in advance, people can easily - suggest topics/items ahead of time.<br />
+
<br />[00:24:35] <paulej72> would like it to be 3 qualified people, but we will tak what we can get
[00:30:47] &lt;matt_&gt; mrcoolbp, well there are really two questions there: do we want to elect additional Directors, and do we want to appoint additional officers.<br />
+
<br />[00:24:39] <Bytram> mrcoolbp: do we have *one* place which itemizes *all* the (computer) accounts we have? Each system (e.g. Boron), service, DNS entries, *everything*?  
[00:31:06] &lt;mrcoolbp&gt; matt_ can you elaborate on the difference?<br />
+
<br />[00:24:42] <mrcoolbp> paulej72: well said
[00:31:27] &lt;Bytram&gt; I'd appreciate a refresher, too.<br />
+
<br />[00:24:53] <mrcoolbp> Bytram, not compiled, I'll note that
[00:31:32] &lt;matt_&gt; xlefay, actually, wouldn't it be good if there were a wiki where people could raise issues, so that we would be sure to bring them up at the next meeting, whenever that meeting is?<br />
+
<br />[00:25:12] <Bytram> great! thank you.
[00:31:53] &lt;mrcoolbp&gt; matt_ that's a great idea<br />
+
<br />[00:25:27] <xlefay> We can certainly get records from LDAP, as for local accounts - that'll require some inventorisation.
[00:31:55] &lt;mattie_p&gt; officers are "official" staff of the corporation, board members vote in these meetings. They do not necessarily overlap, although right now they do<br />
+
<br />[00:25:28] <Bytram> might check with xlefay who has a pretty good list from setting up icinga, too.
[00:31:58] &lt;xlefay&gt; matt_, that's a great idea!<br />
+
<br />[00:25:33] <mrcoolbp> matt_ that's all I have for now on that item, is now a good time to bring up a point from a staff memeber who couldn't make it?
[00:32:31] &lt;Bytram&gt; how would/could they be different?<br />
+
<br />[00:25:48] <mrcoolbp> Bytram: noted, thank you!
[00:32:41] &lt;matt_&gt; mrcoolbp, ok. so directors are directors (they take votes at board meetings, and the board has general responsibility for the corporation), while the officers are President, CEO, Treasurer, Secretary, and any number of Vice Presidents, Assistant Treasurers, Assistant Secretaries, etc., each of whom has specific duties.<br />
+
<br />[00:26:10] <matt_> mrcoolbp, yes! we have reached the end of the agenda, so let's open the floor.
[00:32:57] &lt;paulej72&gt; do we want team leaders to be board members?<br />
+
<br />[00:26:22] <mrcoolbp> okay
[00:33:05] &lt;matt_&gt; mattie_p, exactly!<br />
+
<br />[00:26:31] <mrcoolbp> <+mechanicjay> I'm wondering about regular meetings, their frequency and I'd like to see 1 weeks notice before future meetings. While that wont' be an idea time, it does give folks a chance to arrange their schedules accordingly.
[00:33:08] &lt;mrcoolbp&gt; NCommander ^^<br />
+
<br />[00:26:31] <mrcoolbp> <+mechanicjay> Also, now that incorporation has started, what are the responsibilities of regular old staff folks. Does the relationship between a volunteer staff person and the corporation get formalized at some point?
[00:34:06] &lt;NCommander&gt; paulej72, dev, Ieditoral, community, IRC?<br />
+
<br />[00:26:34] * juggs falls into the shark pool beneath the now open floor!
[00:34:07] &lt;mattie_p&gt; officers run the day to day business of the corporation. board members control the overall direction and appoint officers, but do not make day-to-day operational business decisions<br />
+
<br />[00:26:51] <mrcoolbp> idea = ideal I think
[00:34:08] &lt;matt_&gt; i would suggest that the officers should be given maximum leeway to discharge their duties, and that the board only step in on specific issues if there is a credible legal or financial issue.<br />
+
<br />[00:27:18] <mrcoolbp> the second one I'll add to my SN policy manual draft
[00:34:22] &lt;NCommander&gt; ack on what matt_ says<br />
+
<br />[00:27:38] <mrcoolbp> I have "a template for that"
[00:34:32] &lt;mattie_p&gt; so each of the three board members currently has two hats, if you will<br />
+
<br />[00:27:41] * mrcoolbp winks at matt)
[00:34:43] &lt;mrcoolbp&gt; matt_ I ACK that as well<br />
+
<br />[00:27:43] <matt_> mrcoolbp, yes, the second one sounds like it would be perfect for the policy draft.
[00:35:17] &lt;paulej72&gt; yes NCommander<br />
+
<br />[00:27:45] <matt_> =)
[00:35:35] &lt;juggs&gt; ack as in dislike?<br />
+
<br />[00:28:14] <mrcoolbp> matt_ is one week notice a good goal to shoot for?  
[00:35:44] &lt;xlefay&gt; ack as in acknowledge I assume<br />
+
<br />[00:28:29] <matt_> mrcoolbp, as for the first one, it's also related to the policy draft, as it should be made clear that the board meetings are different than the staff meetings, i think.
[00:35:45] &lt;mattie_p&gt; ack = acknowledge<br />
+
<br />[00:28:32] * mrcoolbp notes 2 days is all that is required
[00:35:50] &lt;juggs&gt; ty<br />
+
<br />[00:28:52] <mrcoolbp> matt_ if you want I can add a distiction to the manual
[00:35:53] &lt;Bytram&gt; NCommander: and qa, too?<br />
+
<br />[00:29:03] <matt_> mrcoolbp, this also gets to the issue of electing additional directors, which we can do at any time.
[00:35:53] &lt;matt_&gt; i would also suggest that the board be kept to a reasonable size to facilitate scheduling, discussion, and voting.<br />
+
<br />[00:29:11] <matt_> mrcoolbp, yes please.  
[00:36:09] &lt;NCommander&gt; Bytram, yes, but I also don't want to overcrowd the board<br />
+
<br />[00:29:13] <mrcoolbp> ah yes, nice segway
[00:36:19] &lt;Bytram&gt; NCommander: noted.<br />
+
<br />[00:29:17] <mrcoolbp> matt_ noted
[00:36:39] &lt;NCommander&gt; I recommend we toss this on chillax or the mailing list, and bring it back up next meeting<br />
+
<br />[00:29:37] <matt_> also, i forgot one last item that was added to the agenda: discuss a standard format for board meetings
[00:36:54] &lt;mrcoolbp&gt; NCommander: agreed<br />
+
<br />[00:29:50] <mrcoolbp> okay, so let's take those one at a time
[00:36:54] &lt;Bytram&gt; matt_: in your experience, how large is "too big"?<br />
+
<br />[00:30:13] <mrcoolbp> first, are there any board positions that we feel should be fulfilled?
[00:36:55] &lt;paulej72&gt; and should the board confirm the current team structure or do a restructure if we do make team leaders booard members<br />
+
<br />[00:30:24] <mrcoolbp> matt_ could you recap the common unfilled positions?  
[00:37:20] &lt;mrcoolbp&gt; paulej72: we don't have an outline for the structure in any formal means<br />
+
<br />[00:30:33] <xlefay> oops, a bit too late, but... Additionally, when meetings are made in advance, people can easily - suggest topics/items ahead of time.
[00:37:32] &lt;mrcoolbp&gt; so I wouldn't feel right confirming that<br />
+
<br />[00:30:47] <matt_> mrcoolbp, well there are really two questions there: do we want to elect additional Directors, and do we want to appoint additional officers.
[00:37:56] &lt;matt_&gt; Bytram, in the very early stages (e.g., now), it is helpful to keep it to 3, just to keep things moving forward. Pretty soon, i would imagine it could/should be increased, probably to a maximum of 5-ish.<br />
+
<br />[00:31:06] <mrcoolbp> matt_ can you elaborate on the difference?  
[00:38:46] &lt;juggs&gt; I d/conned not sure if I missed anything :(<br />
+
<br />[00:31:27] <Bytram> I'd appreciate a refresher, too.  
[00:38:57] &lt;Bytram&gt; matt_: thanks. My experience has been that many more than 6 or so and things take much longer to decide. thanks for the confirmation.<br />
+
<br />[00:31:32] <matt_> xlefay, actually, wouldn't it be good if there were a wiki where people could raise issues, so that we would be sure to bring them up at the next meeting, whenever that meeting is?
[00:39:01] &lt;mrcoolbp&gt; juggs: check the log after<br />
+
<br />[00:31:53] <mrcoolbp> matt_ that's a great idea
[00:40:04] &lt;matt_&gt; Bytram, agreed. Also, there is a lot on the agenda in these early days, but pretty soon i would expect board meetings to need to happen less frequently, and have fewer major issues to discuss.<br />
+
<br />[00:31:55] <mattie_p> officers are "official" staff of the corporation, board members vote in these meetings. They do not necessarily overlap, although right now they do
[00:40:28] &lt;mrcoolbp&gt; okay, so should we move on to the Format for Board Meetings on IRC?<br />
+
<br />[00:31:58] <xlefay> matt_, that's a great idea!
[00:41:17] &lt;matt_&gt; ok. any thoughts?<br />
+
<br />[00:32:31] <Bytram> how would/could they be different?
[00:41:28] &lt;Bytram&gt; should we discuss that here, and now, or just agree we need one and work itout later?<br />
+
<br />[00:32:41] <matt_> mrcoolbp, ok. so directors are directors (they take votes at board meetings, and the board has general responsibility for the corporation), while the officers are President, CEO, Treasurer, Secretary, and any number of Vice Presidents, Assistant Treasurers, Assistant Secretaries, etc., each of whom has specific duties.
[00:41:52] &lt;Bytram&gt; the details of the IRC board meeting, that is<br />
+
<br />[00:32:57] <paulej72> do we want team leaders to be board members?
[00:41:56] &lt;mrcoolbp&gt; maybe get someone on a task force that could propose something for another meeting?<br />
+
<br />[00:33:05] <matt_> mattie_p, exactly!
[00:42:31] &lt;Bytram&gt; I'll take that.<br />
+
<br />[00:33:08] <mrcoolbp> NCommander ^^
[00:42:45] &lt;mrcoolbp&gt; Bytram: thanks, I'd suggest working with xlefay<br />
+
<br />[00:34:06] <NCommander> paulej72, dev, Ieditoral, community, IRC?
[00:42:51] &lt;mrcoolbp&gt; okay, anything else?<br />
+
<br />[00:34:07] <mattie_p> officers run the day to day business of the corporation. board members control the overall direction and appoint officers, but do not make day-to-day operational business decisions
[00:42:54] &lt;mrcoolbp&gt; did we miss anything?<br />
+
<br />[00:34:08] <matt_> i would suggest that the officers should be given maximum leeway to discharge their duties, and that the board only step in on specific issues if there is a credible legal or financial issue.
[00:43:52] &lt;Bytram&gt; I can't think of anything off-hand.<br />
+
<br />[00:34:22] <NCommander> ack on what matt_ says
[00:44:11] &lt;matt_&gt; i think that's it. so my tasks (aside from investigating pastebin) are: draft and send a "Unanimous Written Consent of the Board of Directors" that includes the proposed amendment to the bylaws, and everything else that has been decided so far.<br />
+
<br />[00:34:32] <mattie_p> so each of the three board members currently has two hats, if you will
[00:44:29] &lt;NCommander&gt; Mine are bang on the subscription code, and call accountent<br />
+
<br />[00:34:43] <mrcoolbp> matt_ I ACK that as well
[00:45:24] &lt;mrcoolbp&gt; mine are the policy manual and the store<br />
+
<br />[00:35:17] <paulej72> yes NCommander
[00:45:27] &lt;Bytram&gt; I'll work on a draft format for holding Board Meeting discussions on IRC.<br />
+
<br />[00:35:35] <juggs> ack as in dislike?
[00:45:51] &lt;matt_&gt; NCommander, also to finish up your incorporation post?<br />
+
<br />[00:35:44] <xlefay> ack as in acknowledge I assume
[00:45:52] &lt;mrcoolbp&gt; I think that's it<br />
+
<br />[00:35:45] <mattie_p> ack = acknowledge
[00:46:00] &lt;NCommander&gt; oh that too<br />
+
<br />[00:35:50] <juggs> ty
[00:46:07] &lt;NCommander&gt; Beyond that, anything else, or can we close this ot?<br />
+
<br />[00:35:53] <Bytram> NCommander: and qa, too?
[00:46:15] &lt;matt_&gt; All those in favor of adjourning?<br />
+
<br />[00:35:53] <matt_> i would also suggest that the board be kept to a reasonable size to facilitate scheduling, discussion, and voting.
[00:46:26] &lt;Bytram&gt; NCommander: I can help with the incorporation post<br />
+
<br />[00:36:09] <NCommander> Bytram, yes, but I also don't want to overcrowd the board
[00:46:28] &lt;NCommander&gt; aye<br />
+
<br />[00:36:19] <Bytram> NCommander: noted.
[00:46:29] &lt;mrcoolbp&gt; Aye!<br />
+
<br />[00:36:39] <NCommander> I recommend we toss this on chillax or the mailing list, and bring it back up next meeting
[00:46:30] &lt;matt_&gt; Aye!<br />
+
<br />[00:36:54] <mrcoolbp> NCommander: agreed
[00:46:32] &lt;matt_&gt; This Meeting of the Board of Directors of SoylentNews PBC stands adjourned!<br />
+
<br />[00:36:54] <Bytram> matt_: in your experience, how large is "too big"?
 +
<br />[00:36:55] <paulej72> and should the board confirm the current team structure or do a restructure if we do make team leaders booard members
 +
<br />[00:37:20] <mrcoolbp> paulej72: we don't have an outline for the structure in any formal means
 +
<br />[00:37:32] <mrcoolbp> so I wouldn't feel right confirming that
 +
<br />[00:37:56] <matt_> Bytram, in the very early stages (e.g., now), it is helpful to keep it to 3, just to keep things moving forward. Pretty soon, i would imagine it could/should be increased, probably to a maximum of 5-ish.
 +
<br />[00:38:46] <juggs> I d/conned not sure if I missed anything :(
 +
<br />[00:38:57] <Bytram> matt_: thanks. My experience has been that many more than 6 or so and things take much longer to decide. thanks for the confirmation.
 +
<br />[00:39:01] <mrcoolbp> juggs: check the log after
 +
<br />[00:40:04] <matt_> Bytram, agreed. Also, there is a lot on the agenda in these early days, but pretty soon i would expect board meetings to need to happen less frequently, and have fewer major issues to discuss.
 +
<br />[00:40:28] <mrcoolbp> okay, so should we move on to the Format for Board Meetings on IRC?
 +
<br />[00:41:17] <matt_> ok. any thoughts?
 +
<br />[00:41:28] <Bytram> should we discuss that here, and now, or just agree we need one and work itout later?
 +
<br />[00:41:52] <Bytram> the details of the IRC board meeting, that is
 +
<br />[00:41:56] <mrcoolbp> maybe get someone on a task force that could propose something for another meeting?
 +
<br />[00:42:31] <Bytram> I'll take that.
 +
<br />[00:42:45] <mrcoolbp> Bytram: thanks, I'd suggest working with xlefay
 +
<br />[00:42:51] <mrcoolbp> okay, anything else?
 +
<br />[00:42:54] <mrcoolbp> did we miss anything?
 +
<br />[00:43:52] <Bytram> I can't think of anything off-hand.
 +
<br />[00:44:11] <matt_> i think that's it. so my tasks (aside from investigating pastebin) are: draft and send a "Unanimous Written Consent of the Board of Directors" that includes the proposed amendment to the bylaws, and everything else that has been decided so far.
 +
<br />[00:44:29] <NCommander> Mine are bang on the subscription code, and call accountent
 +
<br />[00:45:24] <mrcoolbp> mine are the policy manual and the store
 +
<br />[00:45:27] <Bytram> I'll work on a draft format for holding Board Meeting discussions on IRC.
 +
<br />[00:45:30] * mrcoolbp checks notes
 +
<br />[00:45:51] <matt_> NCommander, also to finish up your incorporation post?
 +
<br />[00:45:52] <mrcoolbp> I think that's it
 +
<br />[00:46:00] <NCommander> oh that too
 +
<br />[00:46:07] <NCommander> Beyond that, anything else, or can we close this ot?
 +
<br />[00:46:12] * NCommander really kinda needs to lie down :-/
 +
<br />[00:46:15] <matt_> All those in favor of adjourning?
 +
<br />[00:46:26] <Bytram> NCommander: I can help with the incorporation post
 +
<br />[00:46:28] <NCommander> aye
 +
<br />[00:46:29] <mrcoolbp> Aye!
 +
<br />[00:46:30] <matt_> Aye!
 +
<br />[00:46:32] <matt_> This Meeting of the Board of Directors of SoylentNews PBC stands adjourned!
 +
<br />
 +
 
 +
[[Category:Board of Directors meetings]]

Latest revision as of 21:37, 11 October 2016

Log
This page is a log from IRC or the (now defunct) forums.

<- Back to Board of Directors


[23:08:02] <matt_> Ready to call to order today's meeting of the Board of Directors of SoylentNews PBC?
[23:08:09] <matt_> First, a reminder that until we adopt an amendment to the bylaws to allow board meetings on IRC, a conservative interpretation of our bylaws suggests that actions that we take here should be unanimous and followed up with an email confirmation to ensure that said actions are binding. Addressing this with an amendment to the bylaws is an item on the agenda for today's meeting.
[23:08:17] <matt_> On that note, so far, I only have 5 items for today's agenda:
[23:08:22] <matt_> 1. Review the minutes of the last meeting.
[23:08:26] <matt_> 2. Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag).
[23:08:30] <matt_> 3. Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.).
[23:08:34] <matt_> 4. Any other business (community involvement in corporate governance, SN policies and procedures manual, including: staff appointment & authority, account and password management, individual team policy, policy on retaining records, etc.).
[23:08:37] <matt_> 5. Adjourn.
[23:08:41] <matt_> Any objections to this agenda or any items to add (remember that items can be added later at any point)?
[23:08:56] <NCommander> No objections here
[23:09:04] <Bytram> none here
[23:09:06] <mrcoolbp> no objections
[23:09:13] <matt_> Great! First up, Item 1: Review the minutes of the last meeting.
[23:09:17] <matt_> At the last meeting, the Board adopted 7 resolutions:
[23:09:22] <matt_> Resolved: The Certificate of Incorporation and Bylaws are hereby ratified in their current form.
[23:09:25] <matt_> Resolved: Michael Casadevall is the President of SoylentNews PBC.
[23:09:29] <matt_> Resolved: Michael Casadevall is the Chief Executive Officer of SoylentNews PBC.
[23:09:33] <matt_> Resolved: Ben Prentice is the Treasurer of SoylentNews PBC.
[23:09:41] <matt_> Resolved: Matt Angel is the Secretary of SoylentNews PBC.
[23:09:45] <matt_> Resolved: The Board authorizes opening a business checking account at Bank of America in the name of the Corporation.
[23:09:50] <matt_> Resolved: The Board authorizes opening a PayPal account in the name of the Corporation.
[23:09:54] <matt_> Several other items were discussed, but no other votes were taken.
[23:10:00] <matt_> The logs of the last meeting are available here: http://wiki.soylentnews.org
[23:10:07] <matt_> Any comments or shall we move on to: Item 2: Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag)?
[23:10:13] -!- rand [rand!~rand@jsx-671.76-725-78.nts-online.net] has joined #staff
[23:10:33] <xlefay> Are the non-voted on issues outlined specifically? Or just in the log itself?
[23:10:43] <matt_> just in the log at the moment.
[23:10:55] <NCommander> We probably need to define a standardized format of minutes
[23:10:56] <xlefay> A suggestion: It may be wise, to make a table with a list of resolved items and unresolved/not-voted-on items after this meeting.
[23:10:56] <Bytram> I have one thing
[23:11:11] <xlefay> NCommander, said it better than I did. :)
[23:11:12] <matt_> NCommander, i have a template for that :)
[23:11:13] <Bytram> was there any consideration given to a bank *other* than Bank of America
[23:11:27] <mrcoolbp> Bytram: yes
[23:11:30] <matt_> Bytram, a fair amount of consideration, yes.
[23:11:42] <Bytram> I personally have nothing against them, but wanted to ensure others were considered.
[23:11:49] <NCommander> there was quite a few reasons to go with BoA, and some against
[23:11:53] <Bytram> I'm good then, thanks!
[23:11:59] <xlefay> Are those considerations also outlined somewhere? Or also in the logs?
[23:12:01] <NCommander> BUt the pros outweighed the cons
[23:12:20] <matt_> xlefay, a number of the considerations are in the logs, several came up in irl meetings.
[23:12:20] <NCommander> xlefay, I think the pro/con didnt make it into the log fully, that was mostly RL meetings we had last month
[23:12:39] <Bytram> I did not see any discussion in the logs
[23:12:52] <xlefay> I realizes, there's a lot of "documentational" work here, perhaps, we should standardize such templates as well, even though it can be somewhat of a pain to document those things - they might be useful for future references?
[23:13:02] <NCommander> ^- that
[23:13:05] <matt_> Bytram, i think the logged discussion related mainly to the availability of branches in different locations.
[23:13:07] <xlefay> (from this point forward)
[23:13:25] <mattie_p> hey folks, sorry I'm late
[23:13:30] <mrcoolbp> that's okay
[23:13:38] <mrcoolbp> wb
[23:13:43] <mattie_p> thanks
[23:13:59] <Bytram> in light of the foregoing, I propose an agenda item for discussing a standard "format" for board meetings
[23:14:56] <matt_> added to Item 4.
[23:15:05] <matt_> Ok, getting back to the agenda:
[23:15:07] <xlefay> In addition a question, how much time has been allocated to this meeting? Has there been a predefined length or?
[23:15:13] <Bytram> matt_: thank-you.
[23:15:21] <mrcoolbp> xlefay: we did not alot a timeslot
[23:15:31] <matt_> xlefay, we were very self-disciplined last time, and kept it to 2 hours, despite having a lot to go over.
[23:15:44] <matt_> xlefay, i think that sounds like a reasonable maximum.
[23:15:59] <xlefay> mrcoolbp, thanks. In the future, we should also keep that in mind. So everyone can schedule accordingly.
[23:16:10] <mrcoolbp> xlefay: noted, thank you.
[23:16:12] <xlefay> I agree, anyway, please do go on. Don't want to hold things up.
[23:16:21] <matt_> Ok, back to Item 2: Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag).
[23:16:26] <Bytram> IIRC, our very *first* staff meetiong also lasted approximately two hours.
[23:16:31] <matt_> Since the last meeting, we opened a business checking account at Bank of America and a paypal account, and set them up to receive payments.
[23:16:37] <matt_> mrcoolbp and I have debit cards, which we can use to pay for hosting, etc., as soon as funds are available.
[23:17:04] <NCommander> I've gone through ALL the old receipts and compiled an initial set of books when I fired off to mrcoolbp
[23:17:19] <mrcoolbp> I can confirm all of that
[23:17:22] <NCommander> so we know roughly how deep the hole is, and who owns which parts of it
[23:18:00] -!- matt__ [matt__!~4c77e8d9@f-09-442-560-040.hsd9.ma.comcast.net] has joined #staff
[23:18:06] -!- matt__ has quit [Changing host]
[23:18:06] -!- matt__ [matt__!~4c77e8d9@Soylent/Staff/Management] has joined #staff
[23:18:09] <xlefay> .voice matt_
[23:18:09] -!- mode/#staff [+v matt_] by juggler
[23:18:25] <mrcoolbp> ?
[23:18:32] <mrcoolbp> .voice matt_
[23:18:32] -!- mode/#staff [+v matt_] by juggler
[23:18:38] <mrcoolbp> .voice matt_
[23:18:38] -!- mode/#staff [+v matt_] by juggler
[23:18:43] <xlefay> .voice matt__
[23:18:43] -!- mode/#staff [+v matt__] by juggler
[23:18:45] <matt__> thanks
[23:18:48] <matt__> Comments? Otherwise we can move on to: subscriptions: NCommander, were you and paulej72 able to make any headway on the backend?
[23:19:03] <Bytram> mrcoolbp: do you have a rough summary of where we stand financially?
[23:19:08] <mrcoolbp> yes
[23:19:14] <NCommander> .op
[23:19:14] -!- mode/#staff [+o NCommander] by juggler
[23:19:15] -!- mode/#staff [-m #staff] by NCommander
[23:19:21] <NCommander> to hell with that
[23:19:28] <mrcoolbp> NCommander: I'll let you take those two questions
[23:19:30] <paulej72> I was busy with the irc migration and did not work on that
[23:20:00] <NCommander> Real life kinda derailed for me, miniminal progress
[23:20:17] <mrcoolbp> okay so no progress on the Subscription Code
[23:20:23] <NCommander> Sorry :-/
[23:20:25] <matt__> ok, is that still a top priority?
[23:20:27] <mrcoolbp> Ncommander: summary of financials?
[23:20:36] <NCommander> Give me a sec, let me fire up gnucash
[23:20:52] -!- matt_ has quit [Ping timeout: 244 seconds]
[23:21:03] <NCommander> ... still firing up gnucash
[23:21:18] <NCommander> So, as of today
[23:21:38] <NCommander> We're $3,217.58 USD in the hole.
[23:21:46] <mrcoolbp> that's what I have as well
[23:21:53] <matt__> that sounds about right.
[23:22:19] matt__ is now known as matt_
[23:22:25] <NCommander> Dividing on money in v. money out, most of that is owed to Matt, at a toal value of $2,484, and $833 to me.
[23:22:31] <mrcoolbp> NCommander: are subscriptions a top business priority right now?
[23:22:45] <NCommander> I believe so, they are, as they say, low hanging fruit
[23:22:52] <mrcoolbp> great
[23:23:05] <matt_> Ok, next is swag: mrcoolbp, how goes it?
[23:23:09] <mrcoolbp> okay
[23:23:23] <mrcoolbp> So we have a mock-up of the store setup
[23:23:34] <mrcoolbp> techincally things can be purchased right now
[23:23:49] <mrcoolbp> But there was a small hangup on the Tagline "...is people"
[23:23:59] <matt_> mrcoolbp, do you want to add additional designs/items before going live?
[23:23:59] <mrcoolbp> I wanted to resolve that here before we move forward
[23:24:07] <matt_> ok, good point.
[23:24:14] <xlefay> Could we get a preview/screenshot of said mock-up? So we can visualize it?
[23:24:22] <mrcoolbp> xlefay: sec
[23:24:27] <mrcoolbp> matt_: at the very least I'd like to spend a few hours on setting it up proper
[23:24:37] <mrcoolbp> especially after we resolve the tagline issue
[23:24:47] <mrcoolbp> (I think that's it for my update)
[23:24:55] * mrcoolbp goes to get the screenshot
[23:25:04] <xlefay> And what kind of "swag" are we selling? Like, t-shirts, hats, usb sticks?
[23:25:11] <Bytram> Given the pent-up demand, I would prefer a couple extra day's time to get it solid before opening us up for potential troubles
[23:25:12] <xlefay> planning on selling*
[23:25:20] <paulej72> also I suggested we needed to add the url to the design as well
[23:25:25] <mrcoolbp> ^^^
[23:25:36] <matt_> so, my opinion of the tagline issue is: 1. it seems very unlikely that anyone will complain, 2. if we do get a letter or communication from someone who is unhappy with us using the tagline, we can probably work something out with them, and 3. since we aren't warehousing huge amounts of merchandise, it wouldn't be too difficult to change it later.
[23:25:39] <xlefay> Perhaps, a QR code or something similar would also be benefitial considering most people have a smart phone?
[23:26:27] <mrcoolbp> Screenshot of the 1st draft of the store: http://imgur.com
[23:26:29] juggs|afk is now known as juggs
[23:26:44] <xlefay> Where's the bacon++?! (hah)
[23:26:53] <mrcoolbp> !todo bacon++ items
[23:26:53] <Bender> todo item 22 added
[23:27:01] <matt_> mrcoolbp, what are your thoughts on the tagline issue?
[23:27:06] <NCommander> so we proceed w/ the tagline?
[23:27:09] <NCommander> as is?
[23:27:21] <mrcoolbp> matt_ I'm not well versed on the issue, I'll defer to your understanding of it
[23:27:25] <xlefay> I think that looks amazing. Are there also plans on selling USB-sticks with SoylentNews stamped logo's? As for the tagline, SoylentNews .. is people!
[23:27:26] <Bytram> Is this the proper time/place to discuss the *particulars* of the SWAG items? I'd suggest wse just recognize the need for the discussion, and if need be, have someone volunteer to lead the discussion and report back.
[23:27:40] <mrcoolbp> xlefay: I have it noted, I just haven't gotten there
[23:27:59] <mrcoolbp> Bytram: the tagline issue yes
[23:28:06] <mrcoolbp> which items we are offering no
[23:28:24] <xlefay> Bytram, I concur. That would seem like the most logical course of action, to set up a task force for it, and have the taskforce deal with the selection of items in the store.
[23:28:29] <matt_> Bytram, the board just needs to make sure that we don't decide on something that places the corporation at unnecessary legal risk.
[23:28:29] <Bytram> I fully agree. thanks. What is the potential issue with the tag line?
[23:28:42] <mrcoolbp> matt_, NCommander: I will get to fleshing out the store ASAP, it will be on the top of my todo
[23:28:47] <mattie_p> Bytram: probably copyright or trademark infringement from the movie
[23:28:54] <matt_> mrcoolbp, sounds good!
[23:29:05] <matt_> Next, Item 3: Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.).
[23:29:06] <NCommander> mattie_p, that was my concern
[23:29:17] <matt_> unless there are any remaining swag issues...
[23:29:22] <Bytram> yes
[23:29:41] <Bytram> are we self-hosting the swag store; shipping, billing and all that?
[23:29:41] <mrcoolbp> = /
[23:30:03] <mrcoolbp> Bytram: negative, we went with a 3rd party solution due to resource constraints
[23:30:03] <matt_> Bytram, the swag store is on CafePress.
[23:30:21] <Bytram> do they get a cut of the sales, and if so, how much?
[23:30:27] <xlefay> Bytram, matt_, perhaps, a task force for dealing with those items would be the best? Then, that taskforce can make recommendations to the staff and/or board?
[23:30:29] <mrcoolbp> Bytram: self-hosting and shipping ourselves would take a huge amount of work
[23:30:37] <matt_> Bytram, oh, that's a really good point. We need to decide on the markup.
[23:30:49] <mrcoolbp> Bytram: of course they do, they set a base price and we set markup
[23:30:50] <xlefay> Regarding, whether we oursource things, what items are in the store, etc.
[23:31:03] <Bytram> mrcoolbp: I *fully* agree on self-hosting being work-intensive.
[23:31:06] <matt_> xlefay, that is a good idea too. my understanding is that mrcoolbp is currently leading that task force.
[23:31:17] <mrcoolbp> xlefay: I would love a taskforce on the specifics, I can make the rest happen
[23:31:28] <mrcoolbp> any volunteers?
[23:31:37] <xlefay> matt_, I see. Than I suggest, we wait till mrcoolbp and his team (which he'll assemble) make a recommendation.
[23:31:48] <xlefay> mrcoolbp, count me in. I would be delighted to help out!
[23:32:10] <mrcoolbp> xlefay: I'll send you an email, and send one out to staff soliciting other volunteers
[23:32:14] <matt_> xlefay, that sounds good to me. shall we aim for about a week from today? does that sound reasonable?
[23:32:26] <mrcoolbp> okay, any other swag issues? NCommander: are we okay with going WITH the tagline for now?
[23:32:45] <xlefay> matt_, I believe that question is supposed to be targeted to mrcoolbp, since it's his taskforce :-)
[23:32:50] <mrcoolbp> matt_ we can have a store ready-to-go in 7 days, yes
[23:32:51] <Bytram> I have a question on how the task force will report back... e-mail to staff@soylentnews.org? Post it on the wiki? How?
[23:33:02] <NCommander> Ulitmately, I'm worried about us getting sued out of existence for it since we'd be directly profitting
[23:33:12] <NCommander> On the other hand, Soylent (food product) exists and hasn't been sued so ...
[23:33:12] <mattie_p> re Tagline: I'm searching the USPTO and there are two live trademarks on soylent, one for the food and one by WB
[23:33:21] <mrcoolbp> Bytram: I'll make the final decisions availalble on the staff list
[23:33:35] <xlefay> Bytram / mrcoolbp , I suggest, we make one or multiple wiki pages, in which we'll disclose our findings and our recommendations. And then send that link to the staff.
[23:33:39] <Bytram> mrcoolbp: that's great! thank you very much!
[23:33:52] <NCommander> so, assuming we accept this as acceptable risk
[23:33:56] <NCommander> I don't have an issue with it
[23:34:10] <matt_> ok. ready to move on?
[23:34:17] <mrcoolbp> I am
[23:34:17] <xlefay> mrcoolbp, that'll allow us to, also be open regarding our process and the particular details. Thoughts?
[23:34:21] <Bytram> was there a vote here?
[23:34:28] <mrcoolbp> xlefay: great, let's discuss that later
[23:34:37] <xlefay> mrcoolbp, agreed. :)
[23:34:39] <NCommander> Bytram, vote on what?
[23:34:39] <mrcoolbp> = )
[23:34:46] <xlefay> moving on then ;-)
[23:34:57] <matt_> <+matt_> Next, Item 3: Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.).
[23:35:04] <matt_> First, amending our Bylaws to allow meetings on IRC. (For those not here for the last meeting, our Bylaws may or may not allow meetings on IRC, but the Board can still take "action without a meeting" as long as it is unanimous and in writing.)
[23:35:05] <mrcoolbp> (matt_ Bytram is wondering if that issue required a vote)
[23:35:16] <Bytram> we have agenda items, and it would be good to note whenever we finish an item, what the conclusion/result was
[23:35:35] <matt_> mrcoolbp, oh. Bytram, to be safe the board should authorize the opening of the store, when it is ready.
[23:35:45] <Bytram> EXACTLY!
[23:35:56] <mrcoolbp> matt_ that works for me (Bytram we aren't "ready" yet)
[23:35:57] <matt_> Bytram, yes. so far, we have just been noting when we finish agenda items that require a vote.
[23:36:34] <matt_> Bytram, one of the benefits of a 3-person board is that we don't have to worry too much about sticking to the details of parlimentary procedure :)
[23:36:38] <Bytram> matt_: I have been at too many meetings where there has been lots of disussion
[23:36:43] <xlefay> matt_, regarding item #3, I think allowing meetings on IRC is fine, but I do believe we should have a format for doing so. It can get quite complicated, multiple conversations running at once, etc. So we'll need to prevent that.
[23:36:59] <Bytram> and when the meeting was over, it was unclear who was doing what by when
[23:37:05] <xlefay> (e.g. focussing on one thing at a time)
[23:37:18] <matt_> xlefay, yes. however we decide to do it, i strongly suggest that we confirm any decisions made at a meeting immediately after the meeting via email.
[23:37:28] <mrcoolbp> ^^
[23:37:34] <NCommander> xlefay, we need to fix the bylaws to formally allow it, kinda an oversight >.<;
[23:37:54] <matt_> so i was hoping that we could vote on that amendment at this meeting.
[23:38:00] <matt_> Shall we take a vote on amending the Bylaws to allow meetings on IRC?
[23:38:03] <xlefay> NCommander, I understand. I'm just suggesting we discuss what kind of format before we do so.
[23:38:26] <xlefay> Otherwise, we'll allow it, but there's no proper format to do so, and things can get messy down the road, which isn't what we want.
[23:38:55] <NCommander> point taken
[23:39:22] <matt_> Any objections to voting on the issue of whether to allow board meetings on irc?
[23:39:24] <Bytram> these are the corporate bylaws that I reviewed a few weeks ago?
[23:39:30] <matt_> Bytram, correct.
[23:39:38] <Bytram> okay, thanks.
[23:39:47] <xlefay> Just out of curiosity. This is already a board meeting, and yet, it isn't formally allowed by, the bylaws? That seems rather odd, lol
[23:40:00] <matt_> exactly why i suggest we vote to fix that =)
[23:40:07] <mrcoolbp> matt_ no objections, can we add discussion of meeting format as another topic?
[23:40:17] <xlefay> matt_, the only objection I have is, that we first define a format to have such meetings, when we have that, I see no objection, not from me at least.
[23:40:31] <matt_> xlefay, our bylaws allow "action without a meeting", by unanimous written consent of the board.
[23:40:36] <mrcoolbp> ^^^
[23:40:36] <xlefay> Then again, I'm not even sure if I'm on the board as it stands so.... rather confused about that ;)
[23:40:45] <xlefay> I see, that's cool.
[23:40:49] <mrcoolbp> xlefay: you are not currently on the board
[23:40:54] <Bytram> so there are two questions here... (1) whether or not to allow board meetings on IRC, (2) what changes are required in the bylaws to support said change
[23:40:55] <xlefay> ah I see
[23:41:03] <matt_> mrcoolbp, added to Item 4.
[23:41:05] <mrcoolbp> thanhks
[23:41:42] <mrcoolbp> Bytram: that would be the change
[23:41:55] <matt_> ok, so i have prepared a question for the vote. if we are ready to vote, i can pose the question :)
[23:42:01] <mrcoolbp> NComander: shall we vote on item #3?
[23:42:19] <NCommander> lets have the question specifically written up then vote
[23:42:28] <xlefay> (just one question, as this is a board meeting, or at least, sort-of, does staff opinion/vote weigh in or?)
[23:42:41] <mrcoolbp> xlefay: that's why you are here
[23:43:09] <matt_> NCommander, i have a question written up, which I can present if you are ready to vote on it. Of course, you can vote "No" if you don't like the wording...
[23:43:13] <xlefay> mrcoolbp, cool, just making sure. The "board meeting" subject in the e-mail implied it was for the board, but since I'm not on said board, I got a tiny bit confused.
[23:43:14] <mattie_p> Query: If the board isn't sure it can have meetings on IRC: will a vote taken in an IRC meeting be valid?
[23:43:16] <mrcoolbp> you don't get to vote (unless you are on the board) but we are hearing opinions for sure
[23:43:19] <Bytram> from my reading of the bylaws, the community is invited to attend and to voice their views so that the board can make an informed decision.
[23:43:32] <matt_> xlefay, staff opinion certainly weighs in, but only the current Directors may vote by law.
[23:43:39] <mrcoolbp> mattie_p "action without a meeting"
[23:43:51] <mrcoolbp> mattie_p technically this "isn't a board meeting"
[23:43:56] <mrcoolbp> as I understand it
[23:44:10] <matt_> mattie_p, from the logs of our last meeting:
[23:44:11] <matt_> First: Our simple bylaws do not specifically allow board meetings over irc :( and we had less than the required 2 business days notice of this meeting :( but that's ok because we can take action without a meeting according to Article III, Section 11: "Action without a Meeting" :)
[23:44:17] <matt_> This works as long as "all members of the Board of Directors [...] consent thereto in writing or by electronic transmission, and such writings or electronic transmissions are filed with the records of the meetings of the Board of Directors", because "Such consent shall be treated as a valid and proper vote of the Board of Directors or committee thereof for all purposes".
[23:44:21] <matt_> So, long-story short, any decisions that we make here need to be unanimous to be binding. We can change this by voting to amend the bylaws during this meeting, if you want, or we can leave that for later.
[23:44:39] <mattie_p> mrcoolbp, matt_ thanks for the clarification
[23:44:46] <mrcoolbp> np
[23:44:58] <Bytram> thanks for the clarification
[23:45:10] <mrcoolbp> okay: move to vote on #3
[23:45:12] <xlefay> matt_, thanks for the full explanation & clarification. It's much appreciated. Anyway, I suggest we just move to the vote.
[23:45:26] <matt_> cool. NCommander, ready?
[23:45:44] <NCommander> Call the vote
[23:45:49] <matt_> All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the Corporation to allow the Board of Directors to take action without a meeting, such that
[23:45:53] <matt_> Aye!
[23:46:02] <NCommander> aye
[23:46:02] * mrcoolbp reads
[23:46:05] <NCommander> wait
[23:46:08] <NCommander> where the rest of it
[23:46:14] <mrcoolbp> such that...
[23:46:14] <NCommander> "such that ..."
[23:46:25] <matt_> please stand by :)
[23:46:57] <matt_> it was too long :(
[23:47:06] <matt_> ok, a 2-parter. please stand by :)
[23:47:15] <xlefay> I cannot, as a staff member, agree with such an amendment unless, a format is first declared. So that, meetings on IRC will be properly structured and be sound. That's, my take on it anyway...
[23:47:26] <xlefay> but, feel free to ignore that hehe :P
[23:47:43] <NCommander> xlefay, the format doesn't need to be locked in the bylaws
[23:47:46] <mrcoolbp> xlefay: a discussion on the format is forthcoming already
[23:48:00] <xlefay> NCommander, true, but it should be declared (say, on the wiki)
[23:48:05] <matt_> All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the
[23:48:09] <matt_> Corporation to allow the Board of Directors to take action without a meeting, such that any such action shall require the vote of a majority of the Directors then in office, confirmed by email to the Secretary of the Corporation, to be binding and effective):
[23:48:29] <NCommander> xlefay, and it will be, but this is just fixig the bylaws so we can formally do it on IRC at all
[23:48:52] <Bytram> matt_: question....
[23:49:00] <NCommander> matt_, still seems bifuricated, stuff it on pastebin.com or something
[23:49:10] <NCommander> or maybe xchat being stupid
[23:49:11] <Bytram> are we over-specifying by mentioning "IRC"...
[23:49:13] <NCommander> I see the whole thing now
[23:49:21] <matt_> Bytram, it is complete.
[23:49:24] <mrcoolbp> bytram: no
[23:49:37] <matt_> i meant NCommander :)
[23:49:54] <paulej72> does this till have the x days stuff in effect
[23:50:12] <matt_> Bytram, what other means would you envision wanting to use for a board meeting?
[23:50:22] <xlefay> NCommander, mrcoolbp, I have full faith in the board and the staff, but.. this is binding so I generally feel safer if something is first declared/written up/proposed before it is decided, just to avoid misunderstandings and the likes later on. This is just me "playing it safe", feel free to disregard it
[23:50:34] <matt_> paulej72, the final text will have to be approved via email.
[23:50:42] <mrcoolbp> xlefay: it's been duly noted
[23:50:52] <mrcoolbp> I'm gonna vote:
[23:50:54] <mrcoolbp> Aye!
[23:51:03] <Bytram> so, IRC and *ONLY* IRC? No other real-time chat-type system would be permitted. i don't know of any specific alternative off-hand, but it is an *instance* of a *class* of communication tools.
[23:51:05] <matt_> xlefay, paulej72, the issue is that normally, this would be attached to an email or presented at a meatspace meeting, etc.
[23:51:16] <mrcoolbp> Bytram: we can always ammend later.
[23:51:43] <NCommander> Bytram, this is for regular BoD meetings, special meetings can be in any formal, meatspace or virtual space
[23:51:54] <matt_> Bytram, if we wanted to use an alternative means, it would be easy to amend the bylaws again.
[23:51:56] <xlefay> Also, I suggest, that, those decisions are only binding if they are, indeed, properly documented.
[23:52:07] <Bytram> NCommander: like a conference call? If so, I'm good then.
[23:52:10] <NCommander> and if we're going to move those somewhere else, we should have to vote on it
[23:52:17] <xlefay> (with of course, those predefined templates)
[23:52:18] <Bytram> agreed.
[23:52:22] <NCommander> Bytram, that's already explicately allowed by the current bylaws
[23:52:28] <matt_> xlefay, thus the "shall be confirmed after said meeting by email" line.
[23:53:09] <xlefay> matt_, I meant, on a public forum - since, we are for the public benefit? Say, the wiki? Of course, I understand if there are exceptions to certain decisions.
[23:53:18] <Bytram> NCommander: yes, I'd forgotten about that temporarily. thanks for the reminder. I'm good.
[23:53:24] <mrcoolbp> xlefay: please bring that up at the format discussion
[23:53:47] <xlefay> mrcoolbp, will do. Just figured I'd lay it out there, for possible amendment into the amendment itself.
[23:53:58] <matt_> xlefay, we are posting the minutes on the wiki. Once we have an actual official meeting (if we amend the bylaws to allow such a thing over IRC, for example), the minutes will be placed on the wiki in a standard format, i would think.
[23:54:28] <NCommander> anyway, Aye
[23:54:34] <mrcoolbp> Aye
[23:54:45] <xlefay> matt_, that's good - but shouldn't that be a requirement, for the sake of completeness? (forgive my questions, just ensuring I fully understand)
[23:54:50] <matt_> hah! to the question 50 lines up :D let me restate it:
[23:54:59] <matt_> All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the
[23:55:04] <matt_> Corporation to allow the Board of Directors to take action without a meeting, such that any such action shall require the vote of a majority of the Directors then in office, confirmed by email to the Secretary of the Corporation, to be binding and effective):
[23:55:09] <mrcoolbp> Aye!
[23:55:11] <matt_> Aye!
[23:55:18] <NCommander> Aye
[23:55:20] <matt_> Resolved.
[23:55:25] <matt_> Great! I will circulate the text of the amendment for final approval once I have it ready.
[23:55:41] <NCommander> yay
[23:55:44] <matt_> Now, on to the proposal for issuing common stock to NCommander and myself to facilitate the transfer of assets from us to the Corporation without placing the Corporation in debt.
[23:55:53] <matt_> Did you guys have a chance to review the document that I sent? If so, what did you think of it? Would you like me to recap the purpose/benefits of this proposal?
[23:56:05] <mrcoolbp> yes please
[23:56:14] <matt_> To recap, this agreement accomplishes the following:
[23:56:18] <NCommander> briefly, not sure, yes
[23:56:19] <matt_> 1. SoylentNews acquires all rights to its own accounts, data, domains, etc., which are currently owned by Michael and myself.
[23:56:24] <matt_> 2. SoylentNews gets long-term liabilities for start-up costs off of its books (i.e., SN is not in debt to anyone). If, once SN is financially stable, we wanted to reimburse start-up costs, the board could authorize the payment of a dividend, etc.
[23:56:27] <matt_> 3. The agreement provides a mechanism for us to contribute some cash directly to SN, which would allow SN to start directly paying for hosting, etc., thus minimizing accumulation of personal expenses for which we would later want to seek reimbursement. If this is of interest, we should discuss the amounts of cash that we would want to contribute. I included $700 for me as an example in the attachment.
[23:56:32] <matt_> 4. Tax implications are minimal because there are no restrictions that will lapse (e.g., vesting). If we wanted to include a vesting schedule, we would include that in a separate shareholder's agreement, which would be a bit more complicated (although I do have a template). This would then likely require the 83(b) election that I mentioned in our last meeting, unless we decided to impose vesting restrictions later.
[23:56:37] <matt_> 5. If the same number of shares are issued to Michael and to me, then there will be no change in authority relative to the current situation with a 3-member board that includes the two of us. For example, it would not be possible to accidentally sell the corporation to DICE, as both Michael and I would have to agree to such a sale :)
[23:56:47] <matt_> i think that's pretty much it. =)
[23:57:30] <xlefay> I think that speaks for itself.. as a non-board member, let me just say "aye"
[23:57:35] <mrcoolbp> heh
[23:57:50] <Bytram> matt_: is this *common* stock or *capital* stock?
[23:57:55] <mrcoolbp> common
[23:57:59] <matt_> Bytram, those two are the same thing for us :)
[23:58:06] <mrcoolbp> oh
[23:58:17] <matt_> Bytram, our Certificate of Incorporation doesn't allow us to issue Preferred Stock or any other kind of capital stock.
[23:58:31] <Bytram> ahhhhh, got it now. thanks!
[23:58:37] <NCommander> I admit I'm still concerned about possible tax stuff on both a personal and corporate level
[23:59:13] <NCommander> I'm willing to investigate further (I needo to talk w/ my accountant), and perhaps have things lined up for a formal yay/nay next meeting
[23:59:20] <matt_> NCommander, the key with this is: if we want to do it, we should do it before the stock has any value, otherwise it gets more complicated.
[23:59:31] <mrcoolbp> = /
[23:59:33] <NCommander> Well, that's going to take awhile
[23:59:41] <NCommander> with making sure we have proper provisions in allowing the PBC to buy itself back
[23:59:51] <mrcoolbp> yes, agreed
[00:00:27] <mrcoolbp> NCommander, matt_: it's true that we don't currently have a revenue stream, but we do have plans in place to start that going
[00:00:31] <Bytram> NCommander: I'm not so sure about how long it would take; between subscriptions and swag, we could be in the black in a few weeks.
[00:00:52] <matt_> normally this type of agreement is done within 2-3 days of incorporation :/
[00:01:05] <Bytram> NOTE: *could* not necessarily *will*.
[00:01:12] <matt_> to eliminate any possibility that the stock has increased in value between incorporation and issuance.
[00:01:27] <matt_> NCommander, when can you talk with your accountant?
[00:01:53] <NCommander> probably this week
[00:02:27] <matt_> ok. i know that you're planning a trip soon, do you think it would be realistic to try to sqeeze in a meeting before then, at least on this issue?
[00:02:45] <NCommander> My concern with issuing stock of any kind is it means that part of the corporation isn't owned by itself. Lets say a year from now, we're in the black you have got stock though for the site
[00:03:07] <NCommander> And then hit a personal issue like bankruptecy and sell assets to a third part :-P
[00:03:08] <Bytram> can the board agree now to have the corporation issue stock, contingent on NCommander's discussion with his accountant and acceptance of it?
[00:03:27] <matt_> NCommander, oh, this is a key point. The Board of Directors has to approve all transfers of stock.
[00:03:28] <mrcoolbp> NCommander: I don't beleive they can be sold to a third party
[00:03:34] <mrcoolbp> ah that
[00:03:37] <matt_> NCommander, so you're not allowed to sell it without board approval.
[00:03:43] <matt_> that's in our bylaws.
[00:03:58] <NCommander> ALright
[00:04:15] <NCommander> I'm willing to approve a tentative approval to make sure I'm not upsetting a legal mess
[00:04:29] * NCommander hopes that made sense
[00:04:31] <matt_> approve a tentative approval :?
[00:04:32] <paulej72> so what happens if someone does sell it. is the stock void?
[00:04:43] <matt_> paulej72, the sale is null and void.
[00:04:50] <paulej72> ok
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[00:05:08] <NCommander> matt_, basically, make it hinge on me talking taxes w/ my personal accountent, and if he doesn't see any issues for my person issue, ACK
[00:05:25] <juggs> could a majority of board members cause the bylaw that forbids the sale of stock to be removed?
[00:05:33] <matt_> ok. i can adjust my pre-prepared voting language to that effect.
[00:05:43] <matt_> juggs, yes.
[00:05:45] <NCommander> juggs, yes
[00:05:46] <mrcoolbp> juggs: yes
[00:05:55] <NCommander> wow, echo
[00:06:03] <juggs> ha
[00:06:07] <juggs> I hear ya!
[00:06:27] <matt_> ok, please stand by for a vote. of course, let me know if you have any questions/issues with the following language.
[00:06:34] <matt_> this is a long one :)
[00:06:45] <matt_> All those in favor of authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Michael Casadevall at a purchase price of $0.10 per share, payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Matt Ang
[00:06:49] <matt_> payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and resolving that the form of the Founder's Common Stock Subscription Agreement be, and hereby is, adopted, ratified and approved, and that the sale and issuance of Common Stock to each of the above named persons shall be conditioned upon the receipt by the Corporation of (a) the purchase price for said stock and (b)
[00:06:53] <matt_> Agreement, including executed copies of any and all documents attached thereto as exhibits, and that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to take such further action and execute such additional documents as each may deem necessary or appropriate to carry out the purposes of this resolution:
[00:07:44] <mrcoolbp> matt_ are we getting message truncation again?
[00:07:49] <mattie_p> looks like you missed a few words in there
[00:07:55] <matt_> mrcoolbp, i think that came through.
[00:08:04] <matt_> mattie_p, let me triple-check.
[00:08:05] <mattie_p> matt_: your name didn't
[00:08:09] <Bytram> first paragraph, your name is incomplete
[00:08:25] <Bytram> matt_: ^^
[00:08:28] <paulej72> flood control
[00:08:39] <matt_> *sigh
[00:08:40] * juggs quickly files a change of name to Matt Ang
[00:08:46] <juggs> :D
[00:08:49] <matt_> ok, trying again :)
[00:09:10] <paulej72> paste in smaller chunks
[00:09:16] <NCommander> matt_, pastebin.com or something similar is your friend
[00:09:19] <paulej72> submit between each
[00:09:37] <matt_> All those in favor of authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Michael Casadevall at a purchase price of $0.10 per share, payable in cash, or by any other form of consideration permitted by applicable law, including the
[00:09:44] <matt_> contribution of tangible property, and authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Matt Angel at a purchase price of $0.10 per share,
[00:09:50] <matt_> payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and resolving that the form of the Founder's Common Stock Subscription Agreement be, and hereby is, adopted, ratified and approved, and that the sale and
[00:11:24] -!- matt__ [matt__!~4c77e8d9@f-09-442-560-040.hsd9.ma.comcast.net] has joined #staff
[00:11:35] <matt__> Agreement, including executed copies of any and all documents attached thereto as exhibits, and that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to take such further action and execute such additional
[00:11:40] <matt__> documents as each may deem necessary or appropriate to carry out the purposes of this resolution:
[00:12:15] <paulej72> .op
[00:12:15] -!- mode/#staff [+o paulej72] by juggler
[00:12:34] <matt__> paulej72, i was flood-controlled :(
[00:12:43] <NCommander> matt_, pastebin is your friend, seriously
[00:12:46] <xlefay> matt__, hence why pastebin is suggested :)
[00:12:47] <NCommander> Its easier to read
[00:12:48] <juggs> missed a bit again around here "issuance of Common Stock to each of the above named persons shall be conditioned upon the receipt by the Corporation of (a) the purchase price for said stock and (b)"
[00:12:49] <mrcoolbp> .voice matt__
[00:12:49] -!- mode/#staff [+v matt__] by juggler
[00:13:00] <matt__> NCommander, ack. ok, pastebin next time, definitely!
[00:13:29] <matt__> anyway, i think everyone has the jist of it :)
[00:13:32] <NCommander> matt__, 50k shared is > what either of us owe though
[00:13:36] <NCommander> *shares
[00:13:38] <matt__> so, we can just do the final text over email.
[00:13:49] <matt__> NCommander, it's at $0.10 per share.
[00:14:01] <NCommander> 50000*.10 == 5000
[00:14:05] -!- matt_ has quit [Ping timeout: 244 seconds]
[00:14:05] <juggs> $5K each?
[00:14:07] <matt__> NCommander, we have to value our "Tangible and Intangible Property" in a way that the IRS, etc. will accept.
[00:14:11] <mattie_p> up to 50,000 shares are authorized to be sold, don't have to sell them all
[00:14:19] <NCommander> oh
[00:14:19] <matt__> so, for example, your contributions to date add up to a total value of $5000.
[00:15:01] matt__ is now known as matt_
[00:15:10] -!- matt_ has quit [Changing host]
[00:15:10] -!- matt_ [matt_!~4c77e8d9@Soylent/Staff/Management] has joined #staff
[00:15:10] -!- mode/#staff [+v matt_] by irc.sylnt.us
[00:15:10] -!- mode/#staff [-v matt_] by juggler
[00:15:26] <mrcoolbp> .voice matt_
[00:15:26] -!- mode/#staff [+v matt_] by juggler
[00:15:48] <matt_> Ok, so the last remaining step to get the Corporation officially set up is: I will collect all of the resolutions adopted by the board so far, including language for amending the Bylaws to allow meetings on IRC, and put together a "Unanimous Written Consent of the Board of Directors" document, which the three of us should sign.
[00:16:18] <mrcoolbp> okay
[00:16:24] <NCommander> k
[00:16:26] <matt_> Finally, Item 4: Any other business (community involvement in corporate governance, SN policies and procedures manual, including: staff appointment & authority, account and password management, individual team policy, policy on retaining records, etc.).
[00:16:37] <matt_> NCommander, how's your incorporation post going?
[00:17:20] <matt_> i ask, because i think that it would be nice to post the bylaws, etc. on the wiki, so that everyone can see them...
[00:17:50] <Bytram> matt_: point of order? was there a vote taken on the issuance of common stock?
[00:17:58] <mrcoolbp> negative
[00:18:10] <matt_> Bytram, due to technical issues, we will go with an email vote for that one, i think.
[00:18:22] <NCommander> matt_, its going very slowly
[00:18:30] <NCommander> I got about a 1/3rd through it
[00:18:30] <matt_> Bytram, since it didn't seem that there were any questions (unless i missed any).
[00:18:43] -!- mode/#staff [-v bryan] by juggler
[00:18:55] <Bytram> matt_: okay, thanks.
[00:19:42] <matt_> NCommander, also at the last meeting we had mentioned that your post would be a geat place to ask the community specifically how they would like to be involved in the governance of SoylentNews PBC.
[00:20:12] <mrcoolbp> yes, please throw that in there somewhere
[00:20:17] <matt_> let us know if you need any help with that, ok?
[00:20:32] <NCommander> mrcoolbp, its in there
[00:20:35] <NCommander> alright
[00:20:36] <mrcoolbp> great
[00:20:37] <matt_> Next is the SN policies and procedures manual.
[00:20:38] <NCommander> *already
[00:20:43] <mrcoolbp> On the Policy manual I have an update
[00:21:14] <mrcoolbp> Janrinok and I started drafting an SN Policy manual based on conversations with LaminatorX and matt_
[00:21:35] <mrcoolbp> once we have something readable, the plan is to circulate on the staff list for suggestions and criticisms
[00:22:08] <mrcoolbp> matt_ can you elaborate on "staff appointment & authority
[00:22:10] <mrcoolbp> ?
[00:22:43] <matt_> mrcoolbp, actually, i think that you probably already have that in there. basically, how does someone become "staff", and what authority do staff have.
[00:22:59] <mrcoolbp> oh, part of the policy manual got it
[00:23:00] <mrcoolbp> okay
[00:23:03] <mrcoolbp> account and password management: We have done a decent job of duplicating privledges and passwords on various accounts
[00:23:15] <mrcoolbp> but I think we need to do a once over on each account
[00:23:28] <mrcoolbp> I can work with paulej72 on making sure that is done
[00:23:43] <mrcoolbp> I think 3 people should be able to access each system
[00:24:09] <mrcoolbp> but we had discussed locking the keys in a container and needing mulitple people to unlock (food for thought)
[00:24:30] <matt_> nice. it sounds like you have a good grip on the issue. the question of SN's policy on retaining records came up recently, as well.
[00:24:35] <paulej72> would like it to be 3 qualified people, but we will tak what we can get
[00:24:39] <Bytram> mrcoolbp: do we have *one* place which itemizes *all* the (computer) accounts we have? Each system (e.g. Boron), service, DNS entries, *everything*?
[00:24:42] <mrcoolbp> paulej72: well said
[00:24:53] <mrcoolbp> Bytram, not compiled, I'll note that
[00:25:12] <Bytram> great! thank you.
[00:25:27] <xlefay> We can certainly get records from LDAP, as for local accounts - that'll require some inventorisation.
[00:25:28] <Bytram> might check with xlefay who has a pretty good list from setting up icinga, too.
[00:25:33] <mrcoolbp> matt_ that's all I have for now on that item, is now a good time to bring up a point from a staff memeber who couldn't make it?
[00:25:48] <mrcoolbp> Bytram: noted, thank you!
[00:26:10] <matt_> mrcoolbp, yes! we have reached the end of the agenda, so let's open the floor.
[00:26:22] <mrcoolbp> okay
[00:26:31] <mrcoolbp> <+mechanicjay> I'm wondering about regular meetings, their frequency and I'd like to see 1 weeks notice before future meetings. While that wont' be an idea time, it does give folks a chance to arrange their schedules accordingly.
[00:26:31] <mrcoolbp> <+mechanicjay> Also, now that incorporation has started, what are the responsibilities of regular old staff folks. Does the relationship between a volunteer staff person and the corporation get formalized at some point?
[00:26:34] * juggs falls into the shark pool beneath the now open floor!
[00:26:51] <mrcoolbp> idea = ideal I think
[00:27:18] <mrcoolbp> the second one I'll add to my SN policy manual draft
[00:27:38] <mrcoolbp> I have "a template for that"
[00:27:41] * mrcoolbp winks at matt)
[00:27:43] <matt_> mrcoolbp, yes, the second one sounds like it would be perfect for the policy draft.
[00:27:45] <matt_> =)
[00:28:14] <mrcoolbp> matt_ is one week notice a good goal to shoot for?
[00:28:29] <matt_> mrcoolbp, as for the first one, it's also related to the policy draft, as it should be made clear that the board meetings are different than the staff meetings, i think.
[00:28:32] * mrcoolbp notes 2 days is all that is required
[00:28:52] <mrcoolbp> matt_ if you want I can add a distiction to the manual
[00:29:03] <matt_> mrcoolbp, this also gets to the issue of electing additional directors, which we can do at any time.
[00:29:11] <matt_> mrcoolbp, yes please.
[00:29:13] <mrcoolbp> ah yes, nice segway
[00:29:17] <mrcoolbp> matt_ noted
[00:29:37] <matt_> also, i forgot one last item that was added to the agenda: discuss a standard format for board meetings
[00:29:50] <mrcoolbp> okay, so let's take those one at a time
[00:30:13] <mrcoolbp> first, are there any board positions that we feel should be fulfilled?
[00:30:24] <mrcoolbp> matt_ could you recap the common unfilled positions?
[00:30:33] <xlefay> oops, a bit too late, but... Additionally, when meetings are made in advance, people can easily - suggest topics/items ahead of time.
[00:30:47] <matt_> mrcoolbp, well there are really two questions there: do we want to elect additional Directors, and do we want to appoint additional officers.
[00:31:06] <mrcoolbp> matt_ can you elaborate on the difference?
[00:31:27] <Bytram> I'd appreciate a refresher, too.
[00:31:32] <matt_> xlefay, actually, wouldn't it be good if there were a wiki where people could raise issues, so that we would be sure to bring them up at the next meeting, whenever that meeting is?
[00:31:53] <mrcoolbp> matt_ that's a great idea
[00:31:55] <mattie_p> officers are "official" staff of the corporation, board members vote in these meetings. They do not necessarily overlap, although right now they do
[00:31:58] <xlefay> matt_, that's a great idea!
[00:32:31] <Bytram> how would/could they be different?
[00:32:41] <matt_> mrcoolbp, ok. so directors are directors (they take votes at board meetings, and the board has general responsibility for the corporation), while the officers are President, CEO, Treasurer, Secretary, and any number of Vice Presidents, Assistant Treasurers, Assistant Secretaries, etc., each of whom has specific duties.
[00:32:57] <paulej72> do we want team leaders to be board members?
[00:33:05] <matt_> mattie_p, exactly!
[00:33:08] <mrcoolbp> NCommander ^^
[00:34:06] <NCommander> paulej72, dev, Ieditoral, community, IRC?
[00:34:07] <mattie_p> officers run the day to day business of the corporation. board members control the overall direction and appoint officers, but do not make day-to-day operational business decisions
[00:34:08] <matt_> i would suggest that the officers should be given maximum leeway to discharge their duties, and that the board only step in on specific issues if there is a credible legal or financial issue.
[00:34:22] <NCommander> ack on what matt_ says
[00:34:32] <mattie_p> so each of the three board members currently has two hats, if you will
[00:34:43] <mrcoolbp> matt_ I ACK that as well
[00:35:17] <paulej72> yes NCommander
[00:35:35] <juggs> ack as in dislike?
[00:35:44] <xlefay> ack as in acknowledge I assume
[00:35:45] <mattie_p> ack = acknowledge
[00:35:50] <juggs> ty
[00:35:53] <Bytram> NCommander: and qa, too?
[00:35:53] <matt_> i would also suggest that the board be kept to a reasonable size to facilitate scheduling, discussion, and voting.
[00:36:09] <NCommander> Bytram, yes, but I also don't want to overcrowd the board
[00:36:19] <Bytram> NCommander: noted.
[00:36:39] <NCommander> I recommend we toss this on chillax or the mailing list, and bring it back up next meeting
[00:36:54] <mrcoolbp> NCommander: agreed
[00:36:54] <Bytram> matt_: in your experience, how large is "too big"?
[00:36:55] <paulej72> and should the board confirm the current team structure or do a restructure if we do make team leaders booard members
[00:37:20] <mrcoolbp> paulej72: we don't have an outline for the structure in any formal means
[00:37:32] <mrcoolbp> so I wouldn't feel right confirming that
[00:37:56] <matt_> Bytram, in the very early stages (e.g., now), it is helpful to keep it to 3, just to keep things moving forward. Pretty soon, i would imagine it could/should be increased, probably to a maximum of 5-ish.
[00:38:46] <juggs> I d/conned not sure if I missed anything :(
[00:38:57] <Bytram> matt_: thanks. My experience has been that many more than 6 or so and things take much longer to decide. thanks for the confirmation.
[00:39:01] <mrcoolbp> juggs: check the log after
[00:40:04] <matt_> Bytram, agreed. Also, there is a lot on the agenda in these early days, but pretty soon i would expect board meetings to need to happen less frequently, and have fewer major issues to discuss.
[00:40:28] <mrcoolbp> okay, so should we move on to the Format for Board Meetings on IRC?
[00:41:17] <matt_> ok. any thoughts?
[00:41:28] <Bytram> should we discuss that here, and now, or just agree we need one and work itout later?
[00:41:52] <Bytram> the details of the IRC board meeting, that is
[00:41:56] <mrcoolbp> maybe get someone on a task force that could propose something for another meeting?
[00:42:31] <Bytram> I'll take that.
[00:42:45] <mrcoolbp> Bytram: thanks, I'd suggest working with xlefay
[00:42:51] <mrcoolbp> okay, anything else?
[00:42:54] <mrcoolbp> did we miss anything?
[00:43:52] <Bytram> I can't think of anything off-hand.
[00:44:11] <matt_> i think that's it. so my tasks (aside from investigating pastebin) are: draft and send a "Unanimous Written Consent of the Board of Directors" that includes the proposed amendment to the bylaws, and everything else that has been decided so far.
[00:44:29] <NCommander> Mine are bang on the subscription code, and call accountent
[00:45:24] <mrcoolbp> mine are the policy manual and the store
[00:45:27] <Bytram> I'll work on a draft format for holding Board Meeting discussions on IRC.
[00:45:30] * mrcoolbp checks notes
[00:45:51] <matt_> NCommander, also to finish up your incorporation post?
[00:45:52] <mrcoolbp> I think that's it
[00:46:00] <NCommander> oh that too
[00:46:07] <NCommander> Beyond that, anything else, or can we close this ot?
[00:46:12] * NCommander really kinda needs to lie down :-/
[00:46:15] <matt_> All those in favor of adjourning?
[00:46:26] <Bytram> NCommander: I can help with the incorporation post
[00:46:28] <NCommander> aye
[00:46:29] <mrcoolbp> Aye!
[00:46:30] <matt_> Aye!
[00:46:32] <matt_> This Meeting of the Board of Directors of SoylentNews PBC stands adjourned!