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

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[23:08:02] <matt_> Ready to call to order today's meeting of the Board of Directors of SoylentNews PBC?
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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 />
<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.
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[23:07:34] &lt;mrcoolbp&gt; Guys, this is a "Board Meeting," we are discussing business matters, not interstaff and procedural stuff.<br />
<br />[23:08:17] <matt_> On that note, so far, I only have 5 items for today's agenda:  
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[23:07:38] &lt;xlefay&gt; ^^ I think we're starting.<br />
<br />[23:08:22] <matt_> 1. Review the minutes of the last meeting.
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[23:07:41] &lt;NCommander&gt; We should get that BlackHole guy on staff :-P<br />
<br />[23:08:26] <matt_> 2. Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag).
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[23:07:53] &lt;mrcoolbp&gt; matt_ ready?<br />
<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.).
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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 />
<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.).
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[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 />
<br />[23:08:37] <matt_> 5. Adjourn.  
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[23:08:17] &lt;matt_&gt; On that note, so far, I only have 5 items for today's agenda:<br />
<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)?
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[23:08:22] &lt;matt_&gt; 1. Review the minutes of the last meeting.<br />
<br />[23:08:56] <NCommander> No objections here
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[23:08:26] &lt;matt_&gt; 2. Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag).<br />
<br />[23:09:04] <Bytram> none here
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[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 />
<br />[23:09:06] <mrcoolbp> no objections
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[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 />
<br />[23:09:13] <matt_> Great! First up, Item 1: Review the minutes of the last meeting.
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[23:08:37] &lt;matt_&gt; 5. Adjourn.<br />
<br />[23:09:17] <matt_> At the last meeting, the Board adopted 7 resolutions:
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[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 />
<br />[23:09:22] <matt_> Resolved: The Certificate of Incorporation and Bylaws are hereby ratified in their current form.
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[23:08:56] &lt;NCommander&gt; No objections here<br />
<br />[23:09:25] <matt_> Resolved: Michael Casadevall is the President of SoylentNews PBC.
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[23:09:04] &lt;Bytram&gt; none here<br />
<br />[23:09:29] <matt_> Resolved: Michael Casadevall is the Chief Executive Officer of SoylentNews PBC.  
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[23:09:06] &lt;mrcoolbp&gt; no objections<br />
<br />[23:09:33] <matt_> Resolved: Ben Prentice is the Treasurer of SoylentNews PBC.  
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[23:09:13] &lt;matt_&gt; Great! First up, Item 1: Review the minutes of the last meeting.<br />
<br />[23:09:41] <matt_> Resolved: Matt Angel is the Secretary of SoylentNews PBC.  
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[23:09:17] &lt;matt_&gt; At the last meeting, the Board adopted 7 resolutions:<br />
<br />[23:09:45] <matt_> Resolved: The Board authorizes opening a business checking account at Bank of America in the name of the Corporation.  
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[23:09:22] &lt;matt_&gt; Resolved: The Certificate of Incorporation and Bylaws are hereby ratified in their current form.<br />
<br />[23:09:50] <matt_> Resolved: The Board authorizes opening a PayPal account in the name of the Corporation.  
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[23:09:25] &lt;matt_&gt; Resolved: Michael Casadevall is the President of SoylentNews PBC.<br />
<br />[23:09:54] <matt_> Several other items were discussed, but no other votes were taken.  
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[23:09:29] &lt;matt_&gt; Resolved: Michael Casadevall is the Chief Executive Officer of SoylentNews PBC.<br />
<br />[23:10:00] <matt_> The logs of the last meeting are available here: http://wiki.soylentnews.org
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[23:09:33] &lt;matt_&gt; Resolved: Ben Prentice is the Treasurer of SoylentNews PBC.<br />
<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)?  
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[23:09:41] &lt;matt_&gt; Resolved: Matt Angel is the Secretary of SoylentNews PBC.<br />
<br />[23:10:13] -!- rand [rand!~rand@jsx-671.76-725-78.nts-online.net] has joined #staff
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[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 />
<br />[23:10:33] <xlefay> Are the non-voted on issues outlined specifically? Or just in the log itself?  
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[23:09:50] &lt;matt_&gt; Resolved: The Board authorizes opening a PayPal account in the name of the Corporation.<br />
<br />[23:10:43] <matt_> just in the log at the moment.  
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[23:09:54] &lt;matt_&gt; Several other items were discussed, but no other votes were taken.<br />
<br />[23:10:55] <NCommander> We probably need to define a standardized format of minutes  
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[23:10:00] &lt;matt_&gt; The logs of the last meeting are available here: http://wiki.soylentnews.org<br />
<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.  
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[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 />
<br />[23:10:56] <Bytram> I have one thing  
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[23:10:33] &lt;xlefay&gt; Are the non-voted on issues outlined specifically? Or just in the log itself?<br />
<br />[23:11:11] <xlefay> NCommander, said it better than I did. :)  
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[23:10:43] &lt;matt_&gt; just in the log at the moment.<br />
<br />[23:11:12] <matt_> NCommander, i have a template for that :)  
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[23:10:55] &lt;NCommander&gt; We probably need to define a standardized format of minutes<br />
<br />[23:11:13] <Bytram> was there any consideration given to a bank *other* than Bank of America  
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[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 />
<br />[23:11:27] <mrcoolbp> Bytram: yes  
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[23:10:56] &lt;Bytram&gt; I have one thing<br />
<br />[23:11:30] <matt_> Bytram, a fair amount of consideration, yes.  
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[23:11:11] &lt;xlefay&gt; NCommander, said it better than I did. :)<br />
<br />[23:11:42] <Bytram> I personally have nothing against them, but wanted to ensure others were considered.  
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[23:11:12] &lt;matt_&gt; NCommander, i have a template for that :)<br />
<br />[23:11:49] <NCommander> there was quite a few reasons to go with BoA, and some against  
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[23:11:13] &lt;Bytram&gt; was there any consideration given to a bank *other* than Bank of America<br />
<br />[23:11:53] <Bytram> I'm good then, thanks!  
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[23:11:27] &lt;mrcoolbp&gt; Bytram: yes<br />
<br />[23:11:59] <xlefay> Are those considerations also outlined somewhere? Or also in the logs?  
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[23:11:30] &lt;matt_&gt; Bytram, a fair amount of consideration, yes.<br />
<br />[23:12:01] <NCommander> BUt the pros outweighed the cons  
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[23:11:42] &lt;Bytram&gt; I personally have nothing against them, but wanted to ensure others were considered.<br />
<br />[23:12:20] <matt_> xlefay, a number of the considerations are in the logs, several came up in irl meetings.  
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[23:11:49] &lt;NCommander&gt; there was quite a few reasons to go with BoA, and some against<br />
<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  
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[23:11:53] &lt;Bytram&gt; I'm good then, thanks!<br />
<br />[23:12:39] <Bytram> I did not see any discussion in the logs  
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[23:11:59] &lt;xlefay&gt; Are those considerations also outlined somewhere? Or also in the logs?<br />
<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?  
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[23:12:01] &lt;NCommander&gt; BUt the pros outweighed the cons<br />
<br />[23:13:02] <NCommander> ^- that  
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[23:12:20] &lt;matt_&gt; xlefay, a number of the considerations are in the logs, several came up in irl meetings.<br />
<br />[23:13:05] <matt_> Bytram, i think the logged discussion related mainly to the availability of branches in different locations.  
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[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 />
<br />[23:13:07] <xlefay> (from this point forward)  
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[23:12:39] &lt;Bytram&gt; I did not see any discussion in the logs<br />
<br />[23:13:25] <mattie_p> hey folks, sorry I'm late  
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[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 />
<br />[23:13:30] <mrcoolbp> that's okay  
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[23:13:02] &lt;NCommander&gt; ^- that<br />
<br />[23:13:38] <mrcoolbp> wb  
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[23:13:05] &lt;matt_&gt; Bytram, i think the logged discussion related mainly to the availability of branches in different locations.<br />
<br />[23:13:43] <mattie_p> thanks  
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[23:13:07] &lt;xlefay&gt; (from this point forward)<br />
<br />[23:13:59] <Bytram> in light of the foregoing, I propose an agenda item for discussing a standard "format" for board meetings  
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[23:13:25] &lt;mattie_p&gt; hey folks, sorry I'm late<br />
<br />[23:14:56] <matt_> added to Item 4.  
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[23:13:30] &lt;mrcoolbp&gt; that's okay<br />
<br />[23:15:05] <matt_> Ok, getting back to the agenda:  
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[23:13:38] &lt;mrcoolbp&gt; wb<br />
<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?  
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[23:13:43] &lt;mattie_p&gt; thanks<br />
<br />[23:15:13] <Bytram> matt_: thank-you.  
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[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 />
<br />[23:15:21] <mrcoolbp> xlefay: we did not alot a timeslot  
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[23:14:56] &lt;matt_&gt; added to Item 4.<br />
<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.  
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[23:15:05] &lt;matt_&gt; Ok, getting back to the agenda:<br />
<br />[23:15:44] <matt_> xlefay, i think that sounds like a reasonable maximum.  
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[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 />
<br />[23:15:59] <xlefay> mrcoolbp, thanks. In the future, we should also keep that in mind. So everyone can schedule accordingly.  
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[23:15:13] &lt;Bytram&gt; matt_: thank-you.<br />
<br />[23:16:10] <mrcoolbp> xlefay: noted, thank you.  
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[23:15:21] &lt;mrcoolbp&gt; xlefay: we did not alot a timeslot<br />
<br />[23:16:12] <xlefay> I agree, anyway, please do go on. Don't want to hold things up.  
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[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 />
<br />[23:16:21] <matt_> Ok, back to Item 2: Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag).  
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[23:15:44] &lt;matt_&gt; xlefay, i think that sounds like a reasonable maximum.<br />
<br />[23:16:26] <Bytram> IIRC, our very *first* staff meetiong also lasted approximately two hours.  
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[23:15:59] &lt;xlefay&gt; mrcoolbp, thanks. In the future, we should also keep that in mind. So everyone can schedule accordingly.<br />
<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.  
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[23:16:10] &lt;mrcoolbp&gt; xlefay: noted, thank you.<br />
<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.  
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[23:16:12] &lt;xlefay&gt; I agree, anyway, please do go on. Don't want to hold things up.<br />
<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  
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[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 />
<br />[23:17:19] <mrcoolbp> I can confirm all of that  
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[23:16:26] &lt;Bytram&gt; IIRC, our very *first* staff meetiong also lasted approximately two hours.<br />
<br />[23:17:22] <NCommander> so we know roughly how deep the hole is, and who owns which parts of it  
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[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 />
<br />[23:18:00] -!- matt__ [matt__!~4c77e8d9@f-09-442-560-040.hsd9.ma.comcast.net] has joined #staff
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[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 />
<br />[23:18:06] -!- matt__ has quit [Changing host]
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[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 />
<br />[23:18:06] -!- matt__ [matt__!~4c77e8d9@Soylent/Staff/Management] has joined #staff
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[23:17:19] &lt;mrcoolbp&gt; I can confirm all of that<br />
<br />[23:18:09] <xlefay> .voice matt_  
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[23:17:22] &lt;NCommander&gt; so we know roughly how deep the hole is, and who owns which parts of it<br />
<br />[23:18:09] -!- mode/#staff [+v matt_] by juggler
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[23:18:09] &lt;xlefay&gt; .voice matt_<br />
<br />[23:18:25] <mrcoolbp> ?
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[23:18:25] &lt;mrcoolbp&gt; ?<br />
<br />[23:18:32] <mrcoolbp> .voice matt_
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[23:18:32] &lt;mrcoolbp&gt; .voice matt_<br />
<br />[23:18:32] -!- mode/#staff [+v matt_] by juggler
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[23:18:38] &lt;mrcoolbp&gt; .voice matt_<br />
<br />[23:18:38] <mrcoolbp> .voice matt_
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[23:18:43] &lt;xlefay&gt; .voice matt__<br />
<br />[23:18:38] -!- mode/#staff [+v matt_] by juggler
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[23:18:45] &lt;matt__&gt; thanks<br />
<br />[23:18:43] <xlefay> .voice matt__
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[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 />
<br />[23:18:43] -!- mode/#staff [+v matt__] by juggler
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[23:19:03] &lt;Bytram&gt; mrcoolbp: do you have a rough summary of where we stand financially?<br />
<br />[23:18:45] <matt__> thanks
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[23:19:08] &lt;mrcoolbp&gt; yes<br />
<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?
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[23:19:14] &lt;NCommander&gt; .op<br />
<br />[23:19:03] <Bytram> mrcoolbp: do you have a rough summary of where we stand financially?
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[23:19:21] &lt;NCommander&gt; to hell with that<br />
<br />[23:19:08] <mrcoolbp> yes
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[23:19:28] &lt;mrcoolbp&gt; NCommander: I'll let you take those two questions<br />
<br />[23:19:14] <NCommander> .op
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[23:19:30] &lt;paulej72&gt; I was busy with the irc migration and did not work on that<br />
<br />[23:19:14] -!- mode/#staff [+o NCommander] by juggler
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[23:20:00] &lt;NCommander&gt; Real life kinda derailed for me, miniminal progress<br />
<br />[23:19:15] -!- mode/#staff [-m #staff] by NCommander  
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[23:20:17] &lt;mrcoolbp&gt; okay so no progress on the Subscription Code<br />
<br />[23:19:21] <NCommander> to hell with that
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[23:20:23] &lt;NCommander&gt; Sorry :-/<br />
<br />[23:19:28] <mrcoolbp> NCommander: I'll let you take those two questions
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[23:20:25] &lt;matt__&gt; ok, is that still a top priority?<br />
<br />[23:19:30] <paulej72> I was busy with the irc migration and did not work on that  
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[23:20:27] &lt;mrcoolbp&gt; Ncommander: summary of financials?<br />
<br />[23:20:00] <NCommander> Real life kinda derailed for me, miniminal progress
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[23:20:36] &lt;NCommander&gt; Give me a sec, let me fire up gnucash<br />
<br />[23:20:17] <mrcoolbp> okay so no progress on the Subscription Code
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[23:21:03] &lt;NCommander&gt; ... still firing up gnucash<br />
<br />[23:20:23] <NCommander> Sorry :-/
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[23:21:18] &lt;NCommander&gt; So, as of today<br />
<br />[23:20:25] <matt__> ok, is that still a top priority?
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[23:21:38] &lt;NCommander&gt; We're $3,217.58 USD in the hole.<br />
<br />[23:20:27] <mrcoolbp> Ncommander: summary of financials?
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[23:21:46] &lt;mrcoolbp&gt; that's what I have as well<br />
<br />[23:20:36] <NCommander> Give me a sec, let me fire up gnucash
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[23:21:53] &lt;matt__&gt; that sounds about right.<br />
<br />[23:20:52] -!- matt_ has quit [Ping timeout: 244 seconds]
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[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 />
<br />[23:21:03] <NCommander> ... still firing up gnucash
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[23:22:31] &lt;mrcoolbp&gt; NCommander: are subscriptions a top business priority right now?<br />
<br />[23:21:18] <NCommander> So, as of today
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[23:22:45] &lt;NCommander&gt; I believe so, they are, as they say, low hanging fruit<br />
<br />[23:21:38] <NCommander> We're $3,217.58 USD in the hole.  
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[23:22:52] &lt;mrcoolbp&gt; great<br />
<br />[23:21:46] <mrcoolbp> that's what I have as well
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[23:23:05] &lt;matt_&gt; Ok, next is swag: mrcoolbp, how goes it?<br />
<br />[23:21:53] <matt__> that sounds about right.
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[23:23:09] &lt;mrcoolbp&gt; okay<br />
<br />[23:22:19] matt__ is now known as matt_  
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[23:23:23] &lt;mrcoolbp&gt; So we have a mock-up of the store setup<br />
<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.
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[23:23:34] &lt;mrcoolbp&gt; techincally things can be purchased right now<br />
<br />[23:22:31] <mrcoolbp> NCommander: are subscriptions a top business priority right now?
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[23:23:49] &lt;mrcoolbp&gt; But there was a small hangup on the Tagline "...is people"<br />
<br />[23:22:45] <NCommander> I believe so, they are, as they say, low hanging fruit
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[23:23:59] &lt;matt_&gt; mrcoolbp, do you want to add additional designs/items before going live?<br />
<br />[23:22:52] <mrcoolbp> great
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[23:23:59] &lt;mrcoolbp&gt; I wanted to resolve that here before we move forward<br />
<br />[23:23:05] <matt_> Ok, next is swag: mrcoolbp, how goes it?
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[23:24:07] &lt;matt_&gt; ok, good point.<br />
<br />[23:23:09] <mrcoolbp> okay
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[23:24:14] &lt;xlefay&gt; Could we get a preview/screenshot of said mock-up? So we can visualize it?<br />
<br />[23:23:23] <mrcoolbp> So we have a mock-up of the store setup
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[23:24:22] &lt;mrcoolbp&gt; xlefay: sec<br />
<br />[23:23:34] <mrcoolbp> techincally things can be purchased right now
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[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 />
<br />[23:23:49] <mrcoolbp> But there was a small hangup on the Tagline "...is people"
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[23:24:37] &lt;mrcoolbp&gt; especially after we resolve the tagline issue<br />
<br />[23:23:59] <matt_> mrcoolbp, do you want to add additional designs/items before going live?
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[23:24:47] &lt;mrcoolbp&gt; (I think that's it for my update)<br />
<br />[23:23:59] <mrcoolbp> I wanted to resolve that here before we move forward
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[23:25:04] &lt;xlefay&gt; And what kind of "swag" are we selling? Like, t-shirts, hats, usb sticks?<br />
<br />[23:24:07] <matt_> ok, good point.  
+
[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 />
<br />[23:24:14] <xlefay> Could we get a preview/screenshot of said mock-up? So we can visualize it?
+
[23:25:12] &lt;xlefay&gt; planning on selling*<br />
<br />[23:24:22] <mrcoolbp> xlefay: sec
+
[23:25:20] &lt;paulej72&gt; also I suggested we needed to add the url to the design as well<br />
<br />[23:24:27] <mrcoolbp> matt_: at the very least I'd like to spend a few hours on setting it up proper
+
[23:25:25] &lt;mrcoolbp&gt; ^^^<br />
<br />[23:24:37] <mrcoolbp> especially after we resolve the tagline issue
+
[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 />[23:24:47] <mrcoolbp> (I think that's it for my update)
+
[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 />[23:24:55] * mrcoolbp goes to get the screenshot
+
[23:26:27] &lt;mrcoolbp&gt; Screenshot of the 1st draft of the store: http://imgur.com<br />
<br />[23:25:04] <xlefay> And what kind of "swag" are we selling? Like, t-shirts, hats, usb sticks?
+
[23:26:44] &lt;xlefay&gt; Where's the bacon++?! (hah)<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
+
[23:26:53] &lt;mrcoolbp&gt; !todo bacon++ items<br />
<br />[23:25:12] <xlefay> planning on selling*
+
[23:26:53] &lt;Bender&gt; todo item 22 added<br />
<br />[23:25:20] <paulej72> also I suggested we needed to add the url to the design as well
+
[23:27:01] &lt;matt_&gt; mrcoolbp, what are your thoughts on the tagline issue?<br />
<br />[23:25:25] <mrcoolbp> ^^^
+
[23:27:06] &lt;NCommander&gt; so we proceed w/ the tagline?<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.  
+
[23:27:09] &lt;NCommander&gt; as is?<br />
<br />[23:25:39] <xlefay> Perhaps, a QR code or something similar would also be benefitial considering most people have a smart phone?
+
[23:27:21] &lt;mrcoolbp&gt; matt_ I'm not well versed on the issue, I'll defer to your understanding of it<br />
<br />[23:26:27] <mrcoolbp> Screenshot of the 1st draft of the store: http://imgur.com
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[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 />[23:26:29] juggs|afk is now known as juggs
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[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 />[23:26:44] <xlefay> Where's the bacon++?! (hah)
+
[23:27:40] &lt;mrcoolbp&gt; xlefay: I have it noted, I just haven't gotten there<br />
<br />[23:26:53] <mrcoolbp> !todo bacon++ items
+
[23:27:59] &lt;mrcoolbp&gt; Bytram: the tagline issue yes<br />
<br />[23:26:53] <Bender> todo item 22 added
+
[23:28:06] &lt;mrcoolbp&gt; which items we are offering no<br />
<br />[23:27:01] <matt_> mrcoolbp, what are your thoughts on the tagline issue?
+
[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 />[23:27:06] <NCommander> so we proceed w/ the tagline?
+
[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 />[23:27:09] <NCommander> as is?
+
[23:28:29] &lt;Bytram&gt; I fully agree. thanks. What is the potential issue with the tag line?<br />
<br />[23:27:21] <mrcoolbp> matt_ I'm not well versed on the issue, I'll defer to your understanding of it
+
[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 />[23:27:25] <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!
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[23:28:47] &lt;mattie_p&gt; Bytram: probably copyright or trademark infringement from the movie<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.
+
[23:28:54] &lt;matt_&gt; mrcoolbp, sounds good!<br />
<br />[23:27:40] <mrcoolbp> xlefay: I have it noted, I just haven't gotten there
+
[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 />[23:27:59] <mrcoolbp> Bytram: the tagline issue yes
+
[23:29:06] &lt;NCommander&gt; mattie_p, that was my concern<br />
<br />[23:28:06] <mrcoolbp> which items we are offering no
+
[23:29:17] &lt;matt_&gt; unless there are any remaining swag issues...<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.
+
[23:29:22] &lt;Bytram&gt; yes<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.
+
[23:29:41] &lt;Bytram&gt; are we self-hosting the swag store; shipping, billing and all that?<br />
<br />[23:28:29] <Bytram> I fully agree. thanks. What is the potential issue with the tag line?
+
[23:29:41] &lt;mrcoolbp&gt; = /<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
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[23:30:03] &lt;mrcoolbp&gt; Bytram: negative, we went with a 3rd party solution due to resource constraints<br />
<br />[23:28:47] <mattie_p> Bytram: probably copyright or trademark infringement from the movie
+
[23:30:03] &lt;matt_&gt; Bytram, the swag store is on CafePress.<br />
<br />[23:28:54] <matt_> mrcoolbp, sounds good!
+
[23:30:21] &lt;Bytram&gt; do they get a cut of the sales, and if so, how much?<br />
<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.).
+
[23:30:27] &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 />[23:29:06] <NCommander> mattie_p, that was my concern
+
[23:30:29] &lt;mrcoolbp&gt; Bytram: self-hosting and shipping ourselves would take a huge amount of work<br />
<br />[23:29:17] <matt_> unless there are any remaining swag issues...  
+
[23:30:37] &lt;matt_&gt; Bytram, oh, that's a really good point. We need to decide on the markup.<br />
<br />[23:29:22] <Bytram> yes
+
[23:30:49] &lt;mrcoolbp&gt; Bytram: of course they do, they set a base price and we set markup<br />
<br />[23:29:41] <Bytram> are we self-hosting the swag store; shipping, billing and all that?
+
[23:30:50] &lt;xlefay&gt; Regarding, whether we oursource things, what items are in the store, etc.<br />
<br />[23:29:41] <mrcoolbp> = /
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[23:31:03] &lt;Bytram&gt; mrcoolbp: I *fully* agree on self-hosting being work-intensive.<br />
<br />[23:30:03] <mrcoolbp> Bytram: negative, we went with a 3rd party solution due to resource constraints
+
[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 />[23:30:03] <matt_> Bytram, the swag store is on CafePress.  
+
[23:31:17] &lt;mrcoolbp&gt; xlefay: I would love a taskforce on the specifics, I can make the rest happen<br />
<br />[23:30:21] <Bytram> do they get a cut of the sales, and if so, how much?
+
[23:31:28] &lt;mrcoolbp&gt; any volunteers?<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?  
+
[23:31:37] &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 />[23:30:29] <mrcoolbp> Bytram: self-hosting and shipping ourselves would take a huge amount of work
+
[23:31:48] &lt;xlefay&gt; mrcoolbp, count me in. I would be delighted to help out!<br />
<br />[23:30:37] <matt_> Bytram, oh, that's a really good point. We need to decide on the markup.
+
[23:32:10] &lt;mrcoolbp&gt; xlefay: I'll send you an email, and send one out to staff soliciting other volunteers<br />
<br />[23:30:49] <mrcoolbp> Bytram: of course they do, they set a base price and we set markup
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[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 />[23:30:50] <xlefay> Regarding, whether we oursource things, what items are in the store, etc.
+
[23:32:26] &lt;mrcoolbp&gt; okay, any other swag issues? NCommander: are we okay with going WITH the tagline for now?<br />
<br />[23:31:03] <Bytram> mrcoolbp: I *fully* agree on self-hosting being work-intensive.  
+
[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 />[23:31:06] <matt_> xlefay, that is a good idea too. my understanding is that mrcoolbp is currently leading that task force.
+
[23:32:50] &lt;mrcoolbp&gt; matt_ we can have a store ready-to-go in 7 days, yes<br />
<br />[23:31:17] <mrcoolbp> xlefay: I would love a taskforce on the specifics, I can make the rest happen
+
[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 />[23:31:28] <mrcoolbp> any volunteers?
+
[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 />[23:31:37] <xlefay> matt_, I see. Than I suggest, we wait till mrcoolbp and his team (which he'll assemble) make a recommendation.
+
[23:33:12] &lt;NCommander&gt; On the other hand, Soylent (food product) exists and hasn't been sued so ...<br />
<br />[23:31:48] <xlefay> mrcoolbp, count me in. I would be delighted to help out!
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[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 />
<br />[23:32:10] <mrcoolbp> xlefay: I'll send you an email, and send one out to staff soliciting other volunteers
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[23:33:21] &lt;mrcoolbp&gt; Bytram: I'll make the final decisions availalble on the staff list<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?
+
[23:33:35] &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 />[23:32:26] <mrcoolbp> okay, any other swag issues? NCommander: are we okay with going WITH the tagline for now?  
+
[23:33:39] &lt;Bytram&gt; mrcoolbp: that's great! thank you very much!<br />
<br />[23:32:45] <xlefay> matt_, I believe that question is supposed to be targeted to mrcoolbp, since it's his taskforce :-)
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[23:33:52] &lt;NCommander&gt; so, assuming we accept this as acceptable risk<br />
<br />[23:32:50] <mrcoolbp> matt_ we can have a store ready-to-go in 7 days, yes
+
[23:33:56] &lt;NCommander&gt; I don't have an issue with it<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?
+
[23:34:10] &lt;matt_&gt; ok. ready to move on?<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
+
[23:34:17] &lt;mrcoolbp&gt; I am<br />
<br />[23:33:12] <NCommander> On the other hand, Soylent (food product) exists and hasn't been sued so ...
+
[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 />[23:33:12] <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
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[23:34:21] &lt;Bytram&gt; was there a vote here?<br />
<br />[23:33:21] <mrcoolbp> Bytram: I'll make the final decisions availalble on the staff list
+
[23:34:28] &lt;mrcoolbp&gt; xlefay: great, let's discuss that later<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.
+
[23:34:37] &lt;xlefay&gt; mrcoolbp, agreed. :)<br />
<br />[23:33:39] <Bytram> mrcoolbp: that's great! thank you very much!
+
[23:34:39] &lt;NCommander&gt; Bytram, vote on what?<br />
<br />[23:33:52] <NCommander> so, assuming we accept this as acceptable risk
+
[23:34:39] &lt;mrcoolbp&gt; = )<br />
<br />[23:33:56] <NCommander> I don't have an issue with it
+
[23:34:46] &lt;xlefay&gt; moving on then ;-)<br />
<br />[23:34:10] <matt_> ok. ready to move on?
+
[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 />[23:34:17] <mrcoolbp> I am
+
[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 />[23:34:17] <xlefay> mrcoolbp, that'll allow us to, also be open regarding our process and the particular details. Thoughts?
+
[23:35:05] &lt;mrcoolbp&gt; (matt_ Bytram is wondering if that issue required a vote)<br />
<br />[23:34:21] <Bytram> was there a vote here?
+
[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 />[23:34:28] <mrcoolbp> xlefay: great, let's discuss that later
+
[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 />[23:34:37] <xlefay> mrcoolbp, agreed. :)
+
[23:35:45] &lt;Bytram&gt; EXACTLY!<br />
<br />[23:34:39] <NCommander> Bytram, vote on what?
+
[23:35:56] &lt;mrcoolbp&gt; matt_ that works for me (Bytram we aren't "ready" yet)<br />
<br />[23:34:39] <mrcoolbp> = )
+
[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 />[23:34:46] <xlefay> moving on then ;-)
+
[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 />[23:34:57] <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.).
+
[23:36:38] &lt;Bytram&gt; matt_: I have been at too many meetings where there has been lots of disussion<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.)
+
[23:36:43] &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 />[23:35:05] <mrcoolbp> (matt_ Bytram is wondering if that issue required a vote)
+
[23:36:59] &lt;Bytram&gt; and when the meeting was over, it was unclear who was doing what by when<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  
+
[23:37:05] &lt;xlefay&gt; (e.g. focussing on one thing at a time)<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.  
+
[23:37:18] &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 />[23:35:45] <Bytram> EXACTLY!
+
[23:37:28] &lt;mrcoolbp&gt; ^^<br />
<br />[23:35:56] <mrcoolbp> matt_ that works for me (Bytram we aren't "ready" yet)
+
[23:37:34] &lt;NCommander&gt; xlefay, we need to fix the bylaws to formally allow it, kinda an oversight >.<;<br />
<br />[23:35:57] <matt_> Bytram, yes. so far, we have just been noting when we finish agenda items that require a vote.  
+
[23:37:54] &lt;matt_&gt; so i was hoping that we could vote on that amendment at this meeting.<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 :)
+
[23:38:00] &lt;matt_&gt; Shall we take a vote on amending the Bylaws to allow meetings on IRC?<br />
<br />[23:36:38] <Bytram> matt_: I have been at too many meetings where there has been lots of disussion
+
[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 />[23:36:43] <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.
+
[23:38:26] &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 />[23:36:59] <Bytram> and when the meeting was over, it was unclear who was doing what by when
+
[23:38:55] &lt;NCommander&gt; point taken<br />
<br />[23:37:05] <xlefay> (e.g. focussing on one thing at a time)
+
[23:39:22] &lt;matt_&gt; Any objections to voting on the issue of whether to allow board meetings on irc?<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.
+
[23:39:24] &lt;Bytram&gt; these are the corporate bylaws that I reviewed a few weeks ago?<br />
<br />[23:37:28] <mrcoolbp> ^^
+
[23:39:30] &lt;matt_&gt; Bytram, correct.<br />
<br />[23:37:34] <NCommander> xlefay, we need to fix the bylaws to formally allow it, kinda an oversight >.<;
+
[23:39:38] &lt;Bytram&gt; okay, thanks.<br />
<br />[23:37:54] <matt_> so i was hoping that we could vote on that amendment at this meeting.
+
[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 />[23:38:00] <matt_> Shall we take a vote on amending the Bylaws to allow meetings on IRC?  
+
[23:40:00] &lt;matt_&gt; exactly why i suggest we vote to fix that =)<br />
<br />[23:38:03] <xlefay> NCommander, I understand. I'm just suggesting we discuss what kind of format before we do so.  
+
[23:40:07] &lt;mrcoolbp&gt; matt_ no objections, can we add discussion of meeting format as another topic?<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.
+
[23:40:17] &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 />[23:38:55] <NCommander> point taken
+
[23:40:31] &lt;matt_&gt; xlefay, our bylaws allow "action without a meeting", by unanimous written consent of the board.<br />
<br />[23:39:22] <matt_> Any objections to voting on the issue of whether to allow board meetings on irc?
+
[23:40:36] &lt;mrcoolbp&gt; ^^^<br />
<br />[23:39:24] <Bytram> these are the corporate bylaws that I reviewed a few weeks ago?
+
[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 />[23:39:30] <matt_> Bytram, correct.
+
[23:40:45] &lt;xlefay&gt; I see, that's cool.<br />
<br />[23:39:38] <Bytram> okay, thanks.  
+
[23:40:49] &lt;mrcoolbp&gt; xlefay: you are not currently on the board<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
+
[23:40:54] &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 />[23:40:00] <matt_> exactly why i suggest we vote to fix that =)
+
[23:40:55] &lt;xlefay&gt; ah I see<br />
<br />[23:40:07] <mrcoolbp> matt_ no objections, can we add discussion of meeting format as another topic?
+
[23:41:03] &lt;matt_&gt; mrcoolbp, added to Item 4.<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.
+
[23:41:05] &lt;mrcoolbp&gt; thanhks<br />
<br />[23:40:31] <matt_> xlefay, our bylaws allow "action without a meeting", by unanimous written consent of the board.
+
[23:41:42] &lt;mrcoolbp&gt; Bytram: that would be the change<br />
<br />[23:40:36] <mrcoolbp> ^^^
+
[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 />[23:40:36] <xlefay> Then again, I'm not even sure if I'm on the board as it stands so.... rather confused about that ;)  
+
[23:42:01] &lt;mrcoolbp&gt; NComander: shall we vote on item #3?<br />
<br />[23:40:45] <xlefay> I see, that's cool.
+
[23:42:19] &lt;NCommander&gt; lets have the question specifically written up then vote<br />
<br />[23:40:49] <mrcoolbp> xlefay: you are not currently on the board
+
[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 />[23:40:54] <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
+
[23:42:41] &lt;mrcoolbp&gt; xlefay: that's why you are here<br />
<br />[23:40:55] <xlefay> ah I see
+
[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 />[23:41:03] <matt_> mrcoolbp, added to Item 4.  
+
[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 />[23:41:05] <mrcoolbp> thanhks
+
[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 />[23:41:42] <mrcoolbp> Bytram: that  would  be the change
+
[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 />[23:41:55] <matt_> ok, so i have prepared a question for the vote. if we are ready to vote, i can pose the question :)
+
[23:43:19] &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 />[23:42:01] <mrcoolbp> NComander: shall we vote on item #3?
+
[23:43:32] &lt;matt_&gt; xlefay, staff opinion certainly weighs in, but only the current Directors may vote by law.<br />
<br />[23:42:19] <NCommander> lets have the question specifically written up then vote
+
[23:43:39] &lt;mrcoolbp&gt; mattie_p "action without a meeting"<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?)
+
[23:43:51] &lt;mrcoolbp&gt; mattie_p technically this "isn't a board meeting"<br />
<br />[23:42:41] <mrcoolbp> xlefay: that's why you are here
+
[23:43:56] &lt;mrcoolbp&gt; as I understand it<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...
+
[23:44:10] &lt;matt_&gt; mattie_p, from the logs of our last meeting:<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.  
+
[23:44:11] &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 />[23:43:14] <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?
+
[23:44:17] &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 />[23:43:16] <mrcoolbp> you don't get to vote (unless you are on the board) but we are hearing opinions for sure
+
[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 />[23:43:19] <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.
+
[23:44:39] &lt;mattie_p&gt; mrcoolbp, matt_ thanks for the clarification<br />
<br />[23:43:32] <matt_> xlefay, staff opinion certainly weighs in, but only the current Directors may vote by law.
+
[23:44:46] &lt;mrcoolbp&gt; np<br />
<br />[23:43:39] <mrcoolbp> mattie_p "action without a meeting"
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[23:44:58] &lt;Bytram&gt; thanks for the clarification<br />
<br />[23:43:51] <mrcoolbp> mattie_p technically this "isn't a board meeting"
+
[23:45:10] &lt;mrcoolbp&gt; okay: move to vote on #3<br />
<br />[23:43:56] <mrcoolbp> as I understand it
+
[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 />[23:44:10] <matt_> mattie_p, from the logs of our last meeting:
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[23:45:26] &lt;matt_&gt; cool. NCommander, ready?<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" :)
+
[23:45:44] &lt;NCommander&gt; Call the vote<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".
+
[23:45:49] &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 />[23:44:21] <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.
+
[23:45:53] &lt;matt_&gt; Aye!<br />
<br />[23:44:39] <mattie_p> mrcoolbp, matt_ thanks for the clarification
+
[23:46:02] &lt;NCommander&gt; aye<br />
<br />[23:44:46] <mrcoolbp> np
+
[23:46:05] &lt;NCommander&gt; wait<br />
<br />[23:44:58] <Bytram> thanks for the clarification
+
[23:46:08] &lt;NCommander&gt; where the rest of it<br />
<br />[23:45:10] <mrcoolbp> okay: move to vote on #3
+
[23:46:14] &lt;mrcoolbp&gt; such that...<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.
+
[23:46:14] &lt;NCommander&gt; "such that ..."<br />
<br />[23:45:26] <matt_> cool. NCommander, ready?
+
[23:46:25] &lt;matt_&gt; please stand by :)<br />
<br />[23:45:44] <NCommander> Call the vote
+
[23:46:57] &lt;matt_&gt; it was too long :(<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
+
[23:47:06] &lt;matt_&gt; ok, a 2-parter. please stand by :)<br />
<br />[23:45:53] <matt_> Aye!
+
[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 />[23:46:02] <NCommander> aye
+
[23:47:26] &lt;xlefay&gt; but, feel free to ignore that hehe :P<br />
<br />[23:46:02] * mrcoolbp reads
+
[23:47:43] &lt;NCommander&gt; xlefay, the format doesn't need to be locked in the bylaws<br />
<br />[23:46:05] <NCommander> wait
+
[23:47:46] &lt;mrcoolbp&gt; xlefay: a discussion on the format is forthcoming already<br />
<br />[23:46:08] <NCommander> where the rest of it
+
[23:48:00] &lt;xlefay&gt; NCommander, true, but it should be declared (say, on the wiki)<br />
<br />[23:46:14] <mrcoolbp> 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 />[23:46:14] <NCommander> "such that ..."
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[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 />[23:46:25] <matt_> please stand by :)
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[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 />[23:46:57] <matt_> it was too long :(
+
[23:48:52] &lt;Bytram&gt; matt_: question....<br />
<br />[23:47:06] <matt_> ok, a 2-parter. please stand by :)
+
[23:49:00] &lt;NCommander&gt; matt_, still seems bifuricated, stuff it on pastebin.com or something<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...
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[23:49:10] &lt;NCommander&gt; or maybe xchat being stupid<br />
<br />[23:47:26] <xlefay> but, feel free to ignore that hehe :P
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[23:49:11] &lt;Bytram&gt; are we over-specifying by mentioning "IRC"...<br />
<br />[23:47:43] <NCommander> xlefay, the format doesn't need to be locked in the bylaws
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[23:49:13] &lt;NCommander&gt; I see the whole thing now<br />
<br />[23:47:46] <mrcoolbp> xlefay: a discussion on the format is forthcoming already
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[23:49:21] &lt;matt_&gt; Bytram, it is complete.<br />
<br />[23:48:00] <xlefay> NCommander, true, but it should be declared (say, on the wiki)
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[23:49:24] &lt;mrcoolbp&gt; bytram: no<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
+
[23:49:37] &lt;matt_&gt; i meant NCommander :)<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):
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[23:49:54] &lt;paulej72&gt; does this till have the x days stuff in effect<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
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[23:50:12] &lt;matt_&gt; Bytram, what other means would you envision wanting to use for a board meeting?<br />
<br />[23:48:52] <Bytram> matt_: question....
+
[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 />[23:49:00] <NCommander> matt_, still seems bifuricated, stuff it on pastebin.com or something
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[23:50:34] &lt;matt_&gt; paulej72, the final text will have to be approved via email.<br />
<br />[23:49:10] <NCommander> or maybe xchat being stupid
+
[23:50:42] &lt;mrcoolbp&gt; xlefay: it's been duly noted<br />
<br />[23:49:11] <Bytram> are we over-specifying by mentioning "IRC"...
+
[23:50:52] &lt;mrcoolbp&gt; I'm gonna vote:<br />
<br />[23:49:13] <NCommander> I see the whole thing now
+
[23:50:54] &lt;mrcoolbp&gt; Aye!<br />
<br />[23:49:21] <matt_> Bytram, it is complete.
+
[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 />[23:49:24] <mrcoolbp> bytram: no
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[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 />[23:49:37] <matt_> i meant NCommander :)
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[23:51:16] &lt;mrcoolbp&gt; Bytram: we can always ammend later.<br />
<br />[23:49:54] <paulej72> does this till have the x days stuff in effect
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[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 />[23:50:12] <matt_> Bytram, what other means would you envision wanting to use for a board meeting?  
+
[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 />[23:50:22] <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  
+
[23:51:56] &lt;xlefay&gt; Also, I suggest, that, those decisions are only binding if they are, indeed, properly documented.<br />
<br />[23:50:34] <matt_> paulej72, the final text will have to be approved via email.
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[23:52:07] &lt;Bytram&gt; NCommander: like a conference call? If so, I'm good then.<br />
<br />[23:50:42] <mrcoolbp> xlefay: it's been duly noted
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[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 />[23:50:52] <mrcoolbp> I'm gonna vote:
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[23:52:17] &lt;xlefay&gt; (with of course, those predefined templates)<br />
<br />[23:50:54] <mrcoolbp> Aye!
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[23:52:18] &lt;Bytram&gt; agreed.<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.  
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[23:52:22] &lt;NCommander&gt; Bytram, that's already explicately allowed by the current bylaws<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.
+
[23:52:28] &lt;matt_&gt; xlefay, thus the "shall be confirmed after said meeting by email" line.<br />
<br />[23:51:16] <mrcoolbp> Bytram: we can always ammend later.  
+
[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 />[23:51:43] <NCommander> Bytram, this is for regular BoD meetings, special meetings can be in any formal, meatspace or virtual space
+
[23:53:18] &lt;Bytram&gt; NCommander: yes, I'd forgotten about that temporarily. thanks for the reminder. I'm good.<br />
<br />[23:51:54] <matt_> Bytram, if we wanted to use an alternative means, it would be easy to amend the bylaws again.
+
[23:53:24] &lt;mrcoolbp&gt; xlefay: please bring that up at the format discussion<br />
<br />[23:51:56] <xlefay> Also, I suggest, that, those decisions are only binding if they are, indeed, properly documented.
+
[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 />[23:52:07] <Bytram> NCommander: like a conference call? If so, I'm good then.
+
[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 />[23:52:10] <NCommander> and if we're going to move those somewhere else, we should have to vote on it
+
[23:54:28] &lt;NCommander&gt; anyway, Aye<br />
<br />[23:52:17] <xlefay> (with of course, those predefined templates)
+
[23:54:34] &lt;mrcoolbp&gt; Aye<br />
<br />[23:52:18] <Bytram> agreed.
+
[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 />[23:52:22] <NCommander> Bytram, that's already explicately allowed by the current bylaws
+
[23:54:50] &lt;matt_&gt; hah! to the question 50 lines up :D let me restate it:<br />
<br />[23:52:28] <matt_> xlefay, thus the "shall be confirmed after said meeting by email" line.
+
[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 />[23:53:09] <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.
+
[23:55:04] &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 />[23:53:18] <Bytram> NCommander: yes, I'd forgotten about that temporarily. thanks for the reminder. I'm good.
+
[23:55:09] &lt;mrcoolbp&gt; Aye!<br />
<br />[23:53:24] <mrcoolbp> xlefay: please bring that up at the format discussion
+
[23:55:11] &lt;matt_&gt; Aye!<br />
<br />[23:53:47] <xlefay> mrcoolbp, will do. Just figured I'd lay it out there, for possible amendment into the amendment itself.  
+
[23:55:18] &lt;NCommander&gt; Aye<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.  
+
[23:55:20] &lt;matt_&gt; Resolved.<br />
<br />[23:54:28] <NCommander> anyway, Aye
+
[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 />[23:54:34] <mrcoolbp> Aye
+
[23:55:41] &lt;NCommander&gt; yay<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)
+
[23:55:44] &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 />[23:54:50] <matt_> hah! to the question 50 lines up :D let me restate it:
+
[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 />[23:54:59] <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
+
[23:56:05] &lt;mrcoolbp&gt; yes please<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):
+
[23:56:14] &lt;matt_&gt; To recap, this agreement accomplishes the following:<br />
<br />[23:55:09] <mrcoolbp> Aye!
+
[23:56:18] &lt;NCommander&gt; briefly, not sure, yes<br />
<br />[23:55:11] <matt_> 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 />[23:55:18] <NCommander> Aye
+
[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 />[23:55:20] <matt_> Resolved.  
+
[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 />[23:55:25] <matt_> Great! I will circulate the text of the amendment for final approval once I have it ready.  
+
[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 />[23:55:41] <NCommander> yay
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[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 />[23:55:44] <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.
+
[23:56:47] &lt;matt_&gt; i think that's pretty much it. =)<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?
+
[23:57:30] &lt;xlefay&gt; I think that speaks for itself.. as a non-board member, let me just say "aye"<br />
<br />[23:56:05] <mrcoolbp> yes please
+
[23:57:35] &lt;mrcoolbp&gt; heh<br />
<br />[23:56:14] <matt_> To recap, this agreement accomplishes the following:
+
[23:57:50] &lt;Bytram&gt; matt_: is this *common* stock or *capital* stock?<br />
<br />[23:56:18] <NCommander> briefly, not sure, yes
+
[23:57:55] &lt;mrcoolbp&gt; common<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.
+
[23:57:59] &lt;matt_&gt; Bytram, those two are the same thing for us :)<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.
+
[23:58:06] &lt;mrcoolbp&gt; oh<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.
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[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 />[23:56:32] <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.
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[23:58:31] &lt;Bytram&gt; ahhhhh, got it now. thanks!<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 :)
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[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 />[23:56:47] <matt_> i think that's pretty much it. =)
+
[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 />[23:57:30] <xlefay> I think that speaks for itself.. as a non-board member, let me just say "aye"
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[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 />[23:57:35] <mrcoolbp> heh
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[23:59:31] &lt;mrcoolbp&gt; = /<br />
<br />[23:57:50] <Bytram> matt_: is this *common* stock or *capital* stock?
+
[23:59:33] &lt;NCommander&gt; Well, that's going to take awhile<br />
<br />[23:57:55] <mrcoolbp> common
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[23:59:41] &lt;NCommander&gt; with making sure we have proper provisions in allowing the PBC to buy itself back<br />
<br />[23:57:59] <matt_> Bytram, those two are the same thing for us :)
+
[23:59:51] &lt;mrcoolbp&gt; yes, agreed<br />
<br />[23:58:06] <mrcoolbp> oh
+
[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 />[23:58:17] <matt_> Bytram, our Certificate of Incorporation doesn't allow us to issue Preferred Stock or any other kind of capital stock.
+
[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 />[23:58:31] <Bytram> ahhhhh, got it now. thanks!
+
[00:00:52] &lt;matt_&gt; normally this type of agreement is done within 2-3 days of incorporation :/<br />
<br />[23:58:37] <NCommander> I admit I'm still concerned about possible tax stuff on both a personal and corporate level
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[00:01:05] &lt;Bytram&gt; NOTE: *could* not necessarily *will*.<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
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[00:01:12] &lt;matt_&gt; to eliminate any possibility that the stock has increased in value between incorporation and issuance.<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.  
+
[00:01:27] &lt;matt_&gt; NCommander, when can you talk with your accountant?<br />
<br />[23:59:31] <mrcoolbp> = /
+
[00:01:53] &lt;NCommander&gt; probably this week<br />
<br />[23:59:33] <NCommander> Well, that's going to take awhile
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[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 />[23:59:41] <NCommander> with making sure we have proper provisions in allowing the PBC to buy itself back
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[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 />[23:59:51] <mrcoolbp> yes, agreed
+
[00:03:07] &lt;NCommander&gt; And then hit a personal issue like bankruptecy and sell assets to a third part :-P<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
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[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 />[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.
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[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 />[00:00:52] <matt_> normally this type of agreement is done within 2-3 days of incorporation :/
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[00:03:28] &lt;mrcoolbp&gt; NCommander: I don't beleive they can be sold to a third party<br />
<br />[00:01:05] <Bytram> NOTE: *could* not necessarily *will*.
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[00:03:34] &lt;mrcoolbp&gt; ah that<br />
<br />[00:01:12] <matt_> to eliminate any possibility that the stock has increased in value between incorporation and issuance.  
+
[00:03:37] &lt;matt_&gt; NCommander, so you're not allowed to sell it without board approval.<br />
<br />[00:01:27] <matt_> NCommander, when can you talk with your accountant?
+
[00:03:43] &lt;matt_&gt; that's in our bylaws.<br />
<br />[00:01:53] <NCommander> probably this week
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[00:03:58] &lt;NCommander&gt; ALright<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?
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[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 />[00:02:45] <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
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[00:04:31] &lt;matt_&gt; approve a tentative approval :?<br />
<br />[00:03:07] <NCommander> And then hit a personal issue like bankruptecy and sell assets to a third part :-P
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[00:04:32] &lt;paulej72&gt; so what happens if someone does sell it. is the stock void?<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?
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[00:04:43] &lt;matt_&gt; paulej72, the sale is null and void.<br />
<br />[00:03:27] <matt_> NCommander, oh, this is a key point. The Board of Directors has to approve all transfers of stock.
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[00:04:50] &lt;paulej72&gt; ok<br />
<br />[00:03:28] <mrcoolbp> NCommander: I don't beleive they can be sold to a third party
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[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 />[00:03:34] <mrcoolbp> ah that
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[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 />[00:03:37] <matt_> NCommander, so you're not allowed to sell it without board approval.  
+
[00:05:33] &lt;matt_&gt; ok. i can adjust my pre-prepared voting language to that effect.<br />
<br />[00:03:43] <matt_> that's in our bylaws.
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[00:05:43] &lt;matt_&gt; juggs, yes.<br />
<br />[00:03:58] <NCommander> ALright
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[00:05:45] &lt;NCommander&gt; juggs, yes<br />
<br />[00:04:15] <NCommander> I'm willing to approve a tentative approval to make sure I'm not upsetting a legal mess
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[00:05:46] &lt;mrcoolbp&gt; juggs: yes<br />
<br />[00:04:29] * NCommander hopes that made sense
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[00:05:55] &lt;NCommander&gt; wow, echo<br />
<br />[00:04:31] <matt_> approve a tentative approval :?
+
[00:06:03] &lt;juggs&gt; ha<br />
<br />[00:04:32] <paulej72> so what happens if someone does sell it. is the stock void?
+
[00:06:07] &lt;juggs&gt; I hear ya!<br />
<br />[00:04:43] <matt_> paulej72, the sale is null and void.
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[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 />[00:04:50] <paulej72> ok
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[00:06:34] &lt;matt_&gt; this is a long one :)<br />
<br />[00:04:51] -!- SirFinkus has quit [Read error: Connection reset by peer]
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[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 />[00:05:08] <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
+
[00:06:49] &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 />[00:05:25] <juggs> could a majority of board members cause the bylaw that forbids the sale of stock to be removed?
+
[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 />[00:05:33] <matt_> ok. i can adjust my pre-prepared voting language to that effect.
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[00:07:44] &lt;mrcoolbp&gt; matt_ are we getting message truncation again?<br />
<br />[00:05:43] <matt_> juggs, yes.
+
[00:07:49] &lt;mattie_p&gt; looks like you missed a few words in there<br />
<br />[00:05:45] <NCommander> juggs, yes
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[00:07:55] &lt;matt_&gt; mrcoolbp, i think that came through.<br />
<br />[00:05:46] <mrcoolbp> juggs: yes
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[00:08:04] &lt;matt_&gt; mattie_p, let me triple-check.<br />
<br />[00:05:55] <NCommander> wow, echo
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[00:08:05] &lt;mattie_p&gt; matt_: your name didn't<br />
<br />[00:06:03] <juggs> ha
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[00:08:09] &lt;Bytram&gt; first paragraph, your name is incomplete<br />
<br />[00:06:07] <juggs> I hear ya!
+
[00:08:25] &lt;Bytram&gt; matt_: ^^<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.
+
[00:08:28] &lt;paulej72&gt; flood control<br />
<br />[00:06:34] <matt_> this is a long one :)
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[00:08:39] &lt;matt_&gt; *sigh<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
+
[00:08:46] &lt;juggs&gt; :D<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)
+
[00:08:49] &lt;matt_&gt; ok, trying again :)<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:
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[00:09:10] &lt;paulej72&gt; paste in smaller chunks<br />
<br />[00:07:44] <mrcoolbp> matt_ are we getting message truncation again?
+
[00:09:16] &lt;NCommander&gt; matt_, pastebin.com or something similar is your friend<br />
<br />[00:07:49] <mattie_p> looks like you missed a few words in there
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[00:09:19] &lt;paulej72&gt; submit between each<br />
<br />[00:07:55] <matt_> mrcoolbp, i think that came through.
+
[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 />[00:08:04] <matt_> mattie_p, let me triple-check.
+
[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 />[00:08:05] <mattie_p> matt_: your name didn't
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[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 />[00:08:09] <Bytram> first paragraph, your name is incomplete
+
[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 />[00:08:25] <Bytram> matt_: ^^
+
[00:11:40] &lt;matt__&gt; documents as each may deem necessary or appropriate to carry out the purposes of this resolution:<br />
<br />[00:08:28] <paulej72> flood control
+
[00:12:15] &lt;paulej72&gt; .op<br />
<br />[00:08:39] <matt_> *sigh
+
[00:12:34] &lt;matt__&gt; paulej72, i was flood-controlled :(<br />
<br />[00:08:40] * juggs quickly files a change of name to Matt Ang
+
[00:12:43] &lt;NCommander&gt; matt_, pastebin is your friend, seriously<br />
<br />[00:08:46] <juggs> :D
+
[00:12:46] &lt;xlefay&gt; matt__, hence why pastebin is suggested :)<br />
<br />[00:08:49] <matt_> ok, trying again :)
+
[00:12:47] &lt;NCommander&gt; Its easier to read<br />
<br />[00:09:10] <paulej72> paste in smaller chunks
+
[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 />[00:09:16] <NCommander> matt_, pastebin.com or something similar is your friend
+
[00:12:49] &lt;mrcoolbp&gt; .voice matt__<br />
<br />[00:09:19] <paulej72> submit between each
+
[00:13:00] &lt;matt__&gt; NCommander, ack. ok, pastebin next time, definitely!<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
+
[00:13:29] &lt;matt__&gt; anyway, i think everyone has the jist of it :)<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,
+
[00:13:32] &lt;NCommander&gt; matt__, 50k shared is > what either of us owe though<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
+
[00:13:36] &lt;NCommander&gt; *shares<br />
<br />[00:11:24] -!- matt__ [matt__!~4c77e8d9@f-09-442-560-040.hsd9.ma.comcast.net] has joined #staff
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[00:13:38] &lt;matt__&gt; so, we can just do the final text over email.<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
+
[00:13:49] &lt;matt__&gt; NCommander, it's at $0.10 per share.<br />
<br />[00:11:40] <matt__> documents as each may deem necessary or appropriate to carry out the purposes of this resolution:
+
[00:14:01] &lt;NCommander&gt; 50000*.10 == 5000<br />
<br />[00:12:15] <paulej72> .op
+
[00:14:05] &lt;juggs&gt; $5K each?<br />
<br />[00:12:15] -!- mode/#staff [+o paulej72] by juggler
+
[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 />[00:12:34] <matt__> paulej72, i was flood-controlled :(
+
[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 />[00:12:43] <NCommander> matt_, pastebin is your friend, seriously
+
[00:14:19] &lt;NCommander&gt; oh<br />
<br />[00:12:46] <xlefay> matt__, hence why pastebin is suggested :)  
+
[00:14:19] &lt;matt__&gt; so, for example, your contributions to date add up to a total value of $5000.<br />
<br />[00:12:47] <NCommander> Its easier to read
+
[00:15:26] &lt;mrcoolbp&gt; .voice matt_<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)"
+
[00:15:48] &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 />[00:12:49] <mrcoolbp> .voice matt__
+
[00:16:18] &lt;mrcoolbp&gt; okay<br />
<br />[00:12:49] -!- mode/#staff [+v matt__] by juggler
+
[00:16:24] &lt;NCommander&gt; k<br />
<br />[00:13:00] <matt__> NCommander, ack. ok, pastebin next time, definitely!
+
[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 />[00:13:29] <matt__> anyway, i think everyone has the jist of it :)  
+
[00:16:37] &lt;matt_&gt; NCommander, how's your incorporation post going?<br />
<br />[00:13:32] <NCommander> matt__, 50k shared is > what either of us owe though
+
[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 />[00:13:36] <NCommander> *shares
+
[00:17:50] &lt;Bytram&gt; matt_: point of order? was there a vote taken on the issuance of common stock?<br />
<br />[00:13:38] <matt__> so, we can just do the final text over email.
+
[00:17:58] &lt;mrcoolbp&gt; negative<br />
<br />[00:13:49] <matt__> NCommander, it's at $0.10 per share.
+
[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 />[00:14:01] <NCommander> 50000*.10 == 5000
+
[00:18:22] &lt;NCommander&gt; matt_, its going very slowly<br />
<br />[00:14:05] -!- matt_ has quit [Ping timeout: 244 seconds]
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[00:18:30] &lt;NCommander&gt; I got about a 1/3rd through it<br />
<br />[00:14:05] <juggs> $5K each?
+
[00:18:30] &lt;matt_&gt; Bytram, since it didn't seem that there were any questions (unless i missed any).<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.
+
[00:18:55] &lt;Bytram&gt; matt_: okay, thanks.<br />
<br />[00:14:11] <mattie_p> up to 50,000 shares are authorized to be sold, don't have to sell them all
+
[00:19:42] &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 />[00:14:19] <NCommander> oh
+
[00:20:12] &lt;mrcoolbp&gt; yes, please throw that in there somewhere<br />
<br />[00:14:19] <matt__> so, for example, your contributions to date add up to a total value of $5000.
+
[00:20:17] &lt;matt_&gt; let us know if you need any help with that, ok?<br />
<br />[00:15:01] matt__ is now known as matt_  
+
[00:20:32] &lt;NCommander&gt; mrcoolbp, its in there<br />
<br />[00:15:10] -!- matt_ has quit [Changing host]
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[00:20:35] &lt;NCommander&gt; alright<br />
<br />[00:15:10] -!- matt_ [matt_!~4c77e8d9@Soylent/Staff/Management] has joined #staff  
+
[00:20:36] &lt;mrcoolbp&gt; great<br />
<br />[00:15:10] -!- mode/#staff [+v matt_] by irc.sylnt.us
+
[00:20:37] &lt;matt_&gt; Next is the SN policies and procedures manual.<br />
<br />[00:15:10] -!- mode/#staff [-v matt_] by juggler
+
[00:20:38] &lt;NCommander&gt; *already<br />
<br />[00:15:26] <mrcoolbp> .voice matt_
+
[00:20:43] &lt;mrcoolbp&gt; On the Policy manual I have an update<br />
<br />[00:15:26] -!- mode/#staff [+v matt_] by juggler
+
[00:21:14] &lt;mrcoolbp&gt; Janrinok and I started drafting an SN Policy manual based on conversations with LaminatorX and matt_<br />
<br />[00:15:48] <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.
+
[00:21:35] &lt;mrcoolbp&gt; once we have something readable, the plan is to circulate on the staff list for suggestions and criticisms<br />
<br />[00:16:18] <mrcoolbp> okay
+
[00:22:08] &lt;mrcoolbp&gt; matt_ can you elaborate on "staff appointment & authority<br />
<br />[00:16:24] <NCommander> k
+
[00:22:10] &lt;mrcoolbp&gt; ?<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.).
+
[00:22:43] &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 />[00:16:37] <matt_> NCommander, how's your incorporation post going?
+
[00:22:59] &lt;mrcoolbp&gt; oh, part of the policy manual got it<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...
+
[00:23:00] &lt;mrcoolbp&gt; okay<br />
<br />[00:17:50] <Bytram> matt_: point of order? was there a vote taken on the issuance of common stock?
+
[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 />[00:17:58] <mrcoolbp> negative
+
[00:23:15] &lt;mrcoolbp&gt; but I think we need to do a once over on each account<br />
<br />[00:18:10] <matt_> Bytram, due to technical issues, we will go with an email vote for that one, i think.  
+
[00:23:28] &lt;mrcoolbp&gt; I can work with paulej72 on making sure that is done<br />
<br />[00:18:22] <NCommander> matt_, its going very slowly
+
[00:23:43] &lt;mrcoolbp&gt; I think 3 people should be able to access each system<br />
<br />[00:18:30] <NCommander> I got about a 1/3rd through it
+
[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 />[00:18:30] <matt_> Bytram, since it didn't seem that there were any questions (unless i missed any).  
+
[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 />[00:18:43] -!- mode/#staff [-v bryan] by juggler
+
[00:24:35] &lt;paulej72&gt; would like it to be 3 qualified people, but we will tak what we can get<br />
<br />[00:18:55] <Bytram> matt_: okay, thanks.  
+
[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 />[00:19:42] <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.  
+
[00:24:42] &lt;mrcoolbp&gt; paulej72: well said<br />
<br />[00:20:12] <mrcoolbp> yes, please throw that in there somewhere
+
[00:24:53] &lt;mrcoolbp&gt; Bytram, not compiled, I'll note that<br />
<br />[00:20:17] <matt_> let us know if you need any help with that, ok?
+
[00:25:12] &lt;Bytram&gt; great! thank you.<br />
<br />[00:20:32] <NCommander> mrcoolbp, its in there
+
[00:25:27] &lt;xlefay&gt; We can certainly get records from LDAP, as for local accounts - that'll require some inventorisation.<br />
<br />[00:20:35] <NCommander> alright
+
[00:25:28] &lt;Bytram&gt; might check with xlefay who has a pretty good list from setting up icinga, too.<br />
<br />[00:20:36] <mrcoolbp> great
+
[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 />[00:20:37] <matt_> Next is the SN policies and procedures manual.
+
[00:25:48] &lt;mrcoolbp&gt; Bytram: noted, thank you!<br />
<br />[00:20:38] <NCommander> *already
+
[00:26:10] &lt;matt_&gt; mrcoolbp, yes! we have reached the end of the agenda, so let's open the floor.<br />
<br />[00:20:43] <mrcoolbp> On the Policy manual I have an update
+
[00:26:22] &lt;mrcoolbp&gt; okay<br />
<br />[00:21:14] <mrcoolbp> Janrinok and I started drafting an SN Policy manual based on conversations with LaminatorX and matt_  
+
[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 />[00:21:35] <mrcoolbp> once we have something readable, the plan is to circulate on the staff list for suggestions and criticisms
+
[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 />[00:22:08] <mrcoolbp> matt_ can you elaborate on "staff appointment & authority
+
[00:26:51] &lt;mrcoolbp&gt; idea = ideal I think<br />
<br />[00:22:10] <mrcoolbp> ?
+
[00:27:18] &lt;mrcoolbp&gt; the second one I'll add to my SN policy manual draft<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.
+
[00:27:38] &lt;mrcoolbp&gt; I have "a template for that"<br />
<br />[00:22:59] <mrcoolbp> oh, part of the policy manual got it
+
[00:27:43] &lt;matt_&gt; mrcoolbp, yes, the second one sounds like it would be perfect for the policy draft.<br />
<br />[00:23:00] <mrcoolbp> okay
+
[00:27:45] &lt;matt_&gt; =)<br />
<br />[00:23:03] <mrcoolbp> account and password management: We have done a decent job of duplicating privledges and passwords on various accounts
+
[00:28:14] &lt;mrcoolbp&gt; matt_ is one week notice a good goal to shoot for?<br />
<br />[00:23:15] <mrcoolbp> but I think we need to do a once over on each account
+
[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 />[00:23:28] <mrcoolbp> I can work with paulej72 on making sure that is done
+
[00:28:52] &lt;mrcoolbp&gt; matt_ if you want I can add a distiction to the manual<br />
<br />[00:23:43] <mrcoolbp> I think 3 people should be able to access each system
+
[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 />[00:24:09] <mrcoolbp> but we had discussed locking the keys in a container and needing mulitple people to unlock (food for thought)
+
[00:29:11] &lt;matt_&gt; mrcoolbp, yes please.<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.
+
[00:29:13] &lt;mrcoolbp&gt; ah yes, nice segway<br />
<br />[00:24:35] <paulej72> would like it to be 3 qualified people, but we will tak what we can get
+
[00:29:17] &lt;mrcoolbp&gt; matt_ noted<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*?
+
[00:29:37] &lt;matt_&gt; also, i forgot one last item that was added to the agenda: discuss a standard format for board meetings<br />
<br />[00:24:42] <mrcoolbp> paulej72: well said
+
[00:29:50] &lt;mrcoolbp&gt; okay, so let's take those one at a time<br />
<br />[00:24:53] <mrcoolbp> Bytram, not compiled, I'll note that
+
[00:30:13] &lt;mrcoolbp&gt; first, are there any board positions that we feel should be fulfilled?<br />
<br />[00:25:12] <Bytram> great! thank you.
+
[00:30:24] &lt;mrcoolbp&gt; matt_ could you recap the common unfilled positions?<br />
<br />[00:25:27] <xlefay> We can certainly get records from LDAP, as for local accounts - that'll require some inventorisation.
+
[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 />[00:25:28] <Bytram> might check with xlefay who has a pretty good list from setting up icinga, too.
+
[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 />[00:25:33] <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?  
+
[00:31:06] &lt;mrcoolbp&gt; matt_ can you elaborate on the difference?<br />
<br />[00:25:48] <mrcoolbp> Bytram: noted, thank you!
+
[00:31:27] &lt;Bytram&gt; I'd appreciate a refresher, too.<br />
<br />[00:26:10] <matt_> mrcoolbp, yes! we have reached the end of the agenda, so let's open the floor.  
+
[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 />[00:26:22] <mrcoolbp> okay
+
[00:31:53] &lt;mrcoolbp&gt; matt_ that's a great idea<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.
+
[00:31:55] &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 />[00:26:31] <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?  
+
[00:31:58] &lt;xlefay&gt; matt_, that's a great idea!<br />
<br />[00:26:34] * juggs falls into the shark pool beneath the now open floor!
+
[00:32:31] &lt;Bytram&gt; how would/could they be different?<br />
<br />[00:26:51] <mrcoolbp> idea = ideal I think
+
[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 />[00:27:18] <mrcoolbp> the second one I'll add to my SN policy manual draft
+
[00:32:57] &lt;paulej72&gt; do we want team leaders to be board members?<br />
<br />[00:27:38] <mrcoolbp> I have "a template for that"
+
[00:33:05] &lt;matt_&gt; mattie_p, exactly!<br />
<br />[00:27:41] * mrcoolbp winks at matt)
+
[00:33:08] &lt;mrcoolbp&gt; NCommander ^^<br />
<br />[00:27:43] <matt_> mrcoolbp, yes, the second one sounds like it would be perfect for the policy draft.
+
[00:34:06] &lt;NCommander&gt; paulej72, dev, Ieditoral, community, IRC?<br />
<br />[00:27:45] <matt_> =)
+
[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 />[00:28:14] <mrcoolbp> matt_ is one week notice a good goal to shoot for?
+
[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 />[00:28:29] <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.
+
[00:34:22] &lt;NCommander&gt; ack on what matt_ says<br />
<br />[00:28:32] * mrcoolbp notes 2 days is all that is required
+
[00:34:32] &lt;mattie_p&gt; so each of the three board members currently has two hats, if you will<br />
<br />[00:28:52] <mrcoolbp> matt_ if you want I can add a distiction to the manual
+
[00:34:43] &lt;mrcoolbp&gt; matt_ I ACK that as well<br />
<br />[00:29:03] <matt_> mrcoolbp, this also gets to the issue of electing additional directors, which we can do at any time.  
+
[00:35:17] &lt;paulej72&gt; yes NCommander<br />
<br />[00:29:11] <matt_> mrcoolbp, yes please.  
+
[00:35:35] &lt;juggs&gt; ack as in dislike?<br />
<br />[00:29:13] <mrcoolbp> ah yes, nice segway
+
[00:35:44] &lt;xlefay&gt; ack as in acknowledge I assume<br />
<br />[00:29:17] <mrcoolbp> matt_ noted
+
[00:35:45] &lt;mattie_p&gt; ack = acknowledge<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  
+
[00:35:50] &lt;juggs&gt; ty<br />
<br />[00:29:50] <mrcoolbp> okay, so let's take those one at a time
+
[00:35:53] &lt;Bytram&gt; NCommander: and qa, too?<br />
<br />[00:30:13] <mrcoolbp> first, are there any board positions that we feel should be fulfilled?  
+
[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 />[00:30:24] <mrcoolbp> matt_ could you recap the common unfilled positions?
+
[00:36:09] &lt;NCommander&gt; Bytram, yes, but I also don't want to overcrowd the board<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.
+
[00:36:19] &lt;Bytram&gt; NCommander: noted.<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.
+
[00:36:39] &lt;NCommander&gt; I recommend we toss this on chillax or the mailing list, and bring it back up next meeting<br />
<br />[00:31:06] <mrcoolbp> matt_ can you elaborate on the difference?
+
[00:36:54] &lt;mrcoolbp&gt; NCommander: agreed<br />
<br />[00:31:27] <Bytram> I'd appreciate a refresher, too.
+
[00:36:54] &lt;Bytram&gt; matt_: in your experience, how large is "too big"?<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?  
+
[00:36:55] &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 />[00:31:53] <mrcoolbp> matt_ that's a great idea
+
[00:37:20] &lt;mrcoolbp&gt; paulej72: we don't have an outline for the structure in any formal means<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
+
[00:37:32] &lt;mrcoolbp&gt; so I wouldn't feel right confirming that<br />
<br />[00:31:58] <xlefay> matt_, that's a great idea!
+
[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 />[00:32:31] <Bytram> how would/could they be different?
+
[00:38:46] &lt;juggs&gt; I d/conned not sure if I missed anything :(<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.
+
[00:38:57] &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 />[00:32:57] <paulej72> do we want team leaders to be board members?
+
[00:39:01] &lt;mrcoolbp&gt; juggs: check the log after<br />
<br />[00:33:05] <matt_> mattie_p, exactly!
+
[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 />[00:33:08] <mrcoolbp> NCommander ^^
+
[00:40:28] &lt;mrcoolbp&gt; okay, so should we move on to the Format for Board Meetings on IRC?<br />
<br />[00:34:06] <NCommander> paulej72, dev, Ieditoral, community, IRC?
+
[00:41:17] &lt;matt_&gt; ok. any thoughts?<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
+
[00:41:28] &lt;Bytram&gt; should we discuss that here, and now, or just agree we need one and work itout later?<br />
<br />[00:34:08] <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.
+
[00:41:52] &lt;Bytram&gt; the details of the IRC board meeting, that is<br />
<br />[00:34:22] <NCommander> ack on what matt_ says
+
[00:41:56] &lt;mrcoolbp&gt; maybe get someone on a task force that could propose something for another meeting?<br />
<br />[00:34:32] <mattie_p> so each of the three board members currently has two hats, if you will
+
[00:42:31] &lt;Bytram&gt; I'll take that.<br />
<br />[00:34:43] <mrcoolbp> matt_ I ACK that as well
+
[00:42:45] &lt;mrcoolbp&gt; Bytram: thanks, I'd suggest working with xlefay<br />
<br />[00:35:17] <paulej72> yes NCommander
+
[00:42:51] &lt;mrcoolbp&gt; okay, anything else?<br />
<br />[00:35:35] <juggs> ack as in dislike?
+
[00:42:54] &lt;mrcoolbp&gt; did we miss anything?<br />
<br />[00:35:44] <xlefay> ack as in acknowledge I assume
+
[00:43:52] &lt;Bytram&gt; I can't think of anything off-hand.<br />
<br />[00:35:45] <mattie_p> ack = acknowledge
+
[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 />[00:35:50] <juggs> ty
+
[00:44:29] &lt;NCommander&gt; Mine are bang on the subscription code, and call accountent<br />
<br />[00:35:53] <Bytram> NCommander: and qa, too?
+
[00:45:24] &lt;mrcoolbp&gt; mine are the policy manual and the store<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.
+
[00:45:27] &lt;Bytram&gt; I'll work on a draft format for holding Board Meeting discussions on IRC.<br />
<br />[00:36:09] <NCommander> Bytram, yes, but I also don't want to overcrowd the board
+
[00:45:51] &lt;matt_&gt; NCommander, also to finish up your incorporation post?<br />
<br />[00:36:19] <Bytram> NCommander: noted.
+
[00:45:52] &lt;mrcoolbp&gt; I think that's it<br />
<br />[00:36:39] <NCommander> I recommend we toss this on chillax or the mailing list, and bring it back up next meeting
+
[00:46:00] &lt;NCommander&gt; oh that too<br />
<br />[00:36:54] <mrcoolbp> NCommander: agreed
+
[00:46:07] &lt;NCommander&gt; Beyond that, anything else, or can we close this ot?<br />
<br />[00:36:54] <Bytram> matt_: in your experience, how large is "too big"?
+
[00:46:15] &lt;matt_&gt; All those in favor of adjourning?<br />
<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
+
[00:46:26] &lt;Bytram&gt; NCommander: I can help with the incorporation post<br />
<br />[00:37:20] <mrcoolbp> paulej72: we don't have an outline for the structure in any formal means
+
[00:46:28] &lt;NCommander&gt; aye<br />
<br />[00:37:32] <mrcoolbp> so I wouldn't feel right confirming that
+
[00:46:29] &lt;mrcoolbp&gt; Aye!<br />
<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.
+
[00:46:30] &lt;matt_&gt; Aye!<br />
<br />[00:38:46] <juggs> I d/conned not sure if I missed anything :(
+
[00:46:32] &lt;matt_&gt; This Meeting of the Board of Directors of SoylentNews PBC stands adjourned!<br />
<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 />
 

Revision as of 02:23, 17 July 2014

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