#governance | Logs for 2023-08-03
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[00:00:44] <audioguy> If the board is sincere about returning control to the community, thay should simply return their shares to the Corporation, as either a buy backor a gift.
[00:01:11] <kolie> Anyways - rather than comingle and update the existing structure - which could be done, but for purposes of starting fresh and in terms of the move being valid and challenged - it seems cleaner and more bullet proof for the transition to setup a new entity, and have the current one unchanged give over everything to it.
[00:01:11] <audioguy> That would be anindication of good faith.
[00:01:41] <kolie> thats what matt and everyone was referring to
[00:02:02] <audioguy> No,it is simply more complex. There is no problem with sepby step moving the current PBC over to a new mode.
[00:02:36] <audioguy> Step 1. The Stockholders return their shares to the corp.
[00:02:50] <kolie> I know how it would be done - I got you there.
[00:03:03] <kolie> I'm just relaying that wasn't what matt and ncommander contemplated doing.
[00:03:12] <kolie> I agree - it could be done that way - im with you there.
[00:04:21] <audioguy> Ok they don't want to do it that way. This committee is to explore the best way to do this. So far our explorations have revealed they they need to modify our mission.
[00:05:25] <audioguy> I don;t know how much they actually know about the laws. I DO notNCommder is spewing absolute nonsense about half the time.
[00:05:32] <audioguy> know
[00:05:36] <kolie> this is from matt
[00:05:57] <kolie> and also my experience with business law as well.
[00:06:13] <kolie> It's much less problematic long term to start a new entity.
[00:06:24] <kolie> It's not that it can't be done - and you are right it is more complex.
[00:06:38] <kolie> I don't know why a public benefit corproation was chosen
[00:06:46] <kolie> It's weird and has weird laws to begin with for this type of thing.
[00:06:50] <requerdanos> especially since that is what the board voted to do, create a committee to form a new entity for transfer of assets to
[00:07:03] <audioguy> Why? Give me legal details. You are not only people who have spent time with the law,
[00:07:21] <audioguy> The word ws 'explore'
[00:07:24] <audioguy> ws
[00:07:30] <kolie> I am saying it's much more clear cut that the new entity is what we say it is because it has no history.
[00:07:39] <kolie> It's tough to challenge what's legal in it.
[00:07:50] <kolie> The PBC made offers and deals with people.
[00:07:52] <audioguy> Yes it is.
[00:07:54] <kolie> I don't know the legality of all of those.
[00:08:06] <audioguy> What people. What offers.
[00:08:19] <kolie> It's speculation on my part - I don't have all the full details of even the offers I know off.
[00:08:41] <audioguy> You are a board member now. Do your due diligence and find out.
[00:08:54] <audioguy> Yo have access to everything.
[00:09:00] <kolie> I have access to things that exist.
[00:09:05] <kolie> I can't tell you what I don't have.
[00:09:14] <kolie> And I know that matt and nc where fast and lose with the corporation
[00:09:16] <kolie> WHo was in it
[00:09:21] <kolie> And what is recorded and what might be out there.
[00:09:31] <audioguy> Tou can ask questions, and demand access to the books, all contracts,
[00:09:56] <kolie> It's not the financials im worried about.
[00:10:17] <audioguy> Kolie, you know how suspicious I amof you. You want to regain my trust? Start acting like you are on our side and do those things.
[00:10:39] <audioguy> Stop making vague statements,be specific.
[00:10:43] <kolie> NCommander is unstable. I can't get anything from him.
[00:10:48] <kolie> Ok for example
[00:10:53] <kolie> Juggs was offered ceo position.
[00:11:01] <kolie> None of the board knew that.
[00:11:05] <kolie> One share holder did shit
[00:11:08] <kolie> the other didnt know about.
[00:11:11] <kolie> There are other instances of this.
[00:11:27] <kolie> I can request whatever - shit isn't written down properly.
[00:11:46] <audioguy> NCommander doesnot have the unilater power to offer Juggs or anyone elsethat position.
[00:12:13] <audioguy> So that is a nullity. Since when is NCommanders treated like a dictator?
[00:12:26] <audioguy> You must at least follow the existing bylaws.
[00:12:28] <kolie> If PBC was a business, and I was an investor, ok - I wouldn't take over the existing structure. I would create a new setup, and sign personal documents with ncommander and matt that they are personally responsible for any claims/issues/misrepresentations before me about the legality of the transfer.
[00:12:47] <kolie> Matt offered it afaik.
[00:13:13] <kolie> That way anything in the bylaws being invalid, and before me, is irrelevant - its a new corp.
[00:13:22] <kolie> The only thing that could come up then is the legality of nc/matt transfering it.
[00:13:45] <kolie> Which is why I'd have them sign a personal guarentee to compensate/alleviate future issues.
[00:13:50] <audioguy> For gods sake is it so complicated to change a bylaw?
[00:13:56] <kolie> No it's not.
[00:14:02] <kolie> That's not the issue at hand.
[00:14:13] <audioguy> What is the issue at hand?
[00:14:18] <kolie> The issue is should someone challenge the corporation being able to exist as it's been changed in the future.
[00:14:24] <requerdanos> exploring the formation of a new entity
[00:14:41] <kolie> Look - I'll support whatever the group wants to do.
[00:15:01] <kolie> In my opinion - that's what im giving here - you can proceed down either path and I bet it would be approved by the board.
[00:15:16] <kolie> If you want to make this as clean / bullet proof as possible - my recommendation is a new entity.
[00:15:47] <kolie> I don't know what landmines the PBC has. I would distance myself from that as much as legally possible.
[00:16:09] <kolie> My awareness that their could be landmines isn't proof there is or isnt. I just don't want to find out by stepping on one.
[00:16:25] <audioguy> Ok, we form the SoylentReceiver club, adopt my proffere asour offere with the exception that instead og going to metemporarily the shares are just retuned to the Corp.
[00:16:28] <audioguy> Done.
[00:16:54] <audioguy> Bylaws about two lines.
[00:17:22] <kolie> Why not form the PBC with the changes baked in ? Nothing to accept its part of the formation.
[00:17:44] <audioguy> Which PBC?
[00:18:02] <kolie> NewCorp is formed with bylaws and positions baked in as part of its formation.
[00:18:18] <audioguy> Now you are arguing my side? :-)
[00:18:50] <kolie> I want to form a new corp - with whatever bylaws we determine here, and the positions of it predetermined so when the articles are filed it's active and what we design.
[00:19:24] <kolie> Once we have that vehicle set up - we go to pbc original flavor and they sign over everything to newcorp.
[00:19:25] <audioguy> I would prefer not to for a new corporation which involvs a bunch of bureaaucratic shit whena perfectly usableon already exists.
[00:19:49] <kolie> It's pretty easy to register a corporation.
[00:19:57] <kolie> File paperwork basically.
[00:20:32] <kolie> I don't know why the PBC was chosen - other than philosophically.
[00:20:33] <audioguy> And you getintac records, andother shit - in my experience it is harder to close abusiness than to start one.
[00:20:48] <kolie> matt will handle turning down the PBC.
[00:21:02] <audioguy> The argument made at t he time was that it was just simpler to set up. Which it is.
[00:21:53] <audioguy> The PBC has the NAME SoylentPBC I would want -guarantee- it is shut down.
[00:22:15] <kolie> Yea well that's going to be part of our proposal.
[00:22:35] <kolie> Heres our new structure. Here's how its going to go live. When it does you sign over. One proposal, everything in it, all or nothing.
[00:22:55] <kolie> Once signed off - it's just followed line for line,
[00:23:04] <audioguy> And when NC refuses to acept it? :-)
[00:23:17] <kolie> That's not going to happen. Theres zero indication of that.
[00:23:26] <requerdanos> besides, he would be outvoted 2 to 1
[00:23:34] <kolie> No heres what would happen.
[00:23:41] <audioguy> Words :-) I like contracts.
[00:23:43] <kolie> I would declare that the stock holder is not acting in interest of the PBC
[00:23:49] <kolie> And claw back his shares to the corporation.
[00:23:58] <kolie> Ok well we are going to give him the contract.
[00:24:09] <kolie> That's why we are here.
[00:24:23] <kolie> I've talked to him, for awhile now, daily.
[00:24:39] <audioguy> OK.
[00:24:41] <kolie> If there is something for him to pass it off to he will.
[00:25:32] <audioguy> So show good faith. Give up the shares and make it easy. We will write the bylaws.
[00:26:09] <kolie> The board has voted that we can determine our future and should - they don't need to be involved. Let's draft up what that looks like, put a bow on it, and submit it to them.
[00:27:52] <audioguy> Well, we will do that. I would really lie to see something of a good faith action on the part ofthe board. Both Matt and you had some good suggestions, all ignored in the end.
[00:27:54] <kolie> The good faith is they've publically met, acknowledged the issue, and have a path forward that everyone wins on.
[00:29:12] <audioguy> I could never imagine what they did in that board meeting in any organization or business I have ever been associated with.
[00:29:53] <audioguy> It is extremely insulting to not even consider the submitted proposals.
[00:30:38] <audioguy> But ok.
[00:30:51] <audioguy> Will continue.
[00:31:16] <kolie> I wish it was easier to and they would just lay down but its a pipedream at this point.
[00:31:49] <kolie> I'd sooner go to techmatters then to think it would go down that way. And I'd be more then optimistic than the alternative too.
[00:32:33] <audioguy> Will you kindly use your board position to discover the state of any outstanding obligations the board has not publicly revealed? Homework?
[00:32:48] <kolie> I've done so - and as much as I could when I got initially involved.
[00:33:01] <kolie> MY conclusion is - there is probably stuff I don't know about.
[00:33:03] <audioguy> You now hight RIGHTS to it.
[00:33:07] <audioguy> have
[00:33:14] <audioguy> have rights
[00:33:23] <audioguy> Its a different situation.
[00:33:32] <kolie> You know why you dont talk without a lawyer when the cops get you in a room?
[00:33:41] <kolie> Because you do shit without realizing it.
[00:33:52] <kolie> You don't know what you dont know.
[00:34:04] <kolie> I've explored the structure and history in depth with matt and NC when I initially came around.
[00:34:10] <kolie> I had concerns then - I still do.
[00:34:52] <audioguy> Submit a written request for a full accounting of any obligations of the board.
[00:35:34] <kolie> I'll write something a little bit more explicit than before and see what comes of it.
[00:35:39] <audioguy> Just to be upodated. A operfectly reasonable request for a new board member
[00:36:13] <audioguy> Great. Now you have homework too :-)
[00:37:59] <audioguy> And not do you have right now, it is due diligence in fulfilling your duties.
[00:38:03] <audioguy> rights
[00:40:56] <audioguy> As required by law and precedent :-)
[00:41:41] <audioguy> Anywam I am off to harass someother people.
[00:43:27] <kolie> audioguy,
[00:43:59] <kolie> give me a quick bullet point of the steps you'd offer to the existing pbc wrt keeping it in its current structure.
[00:45:15] <audioguy> Read my proffer. I was designed to handle the transition between two sets of Bylaws and the stock situation. However:
[00:45:45] <audioguy> What we are doingnow is changing the order of the steps. I had this order:
[00:45:52] <kolie> Just the new one is fine.
[00:45:53] <audioguy> dealwith stock
[00:46:04] <audioguy> Ok, the new one.
[00:46:30] <audioguy> We will write bylaws.
[00:47:55] <audioguy> The present owners, as part of the same transaction as the adoptionof the bylaws, will transfer their shares of stock to the corporation
[00:48:38] <kolie> Assuming these bylaws have a notion of stock?
[00:48:45] <audioguy> AS part of the same transaction,they will agree to not make yuse the powersof the board to undo any of this untilafter an elections is held
[00:49:04] <kolie> Ok - I suggest the transaction enumerate the positions and not be held.
[00:49:27] <kolie> We should pick whos going in with the bylaws, and have that as part of the motion.
[00:49:30] <audioguy> The stock exists. The is no legalway I know to just make it desappear if it in the hands of individual
[00:50:11] <kolie> yea with you there - just not sure what the bylaw ammendments mentioned/left in about stock in this specific case.
[00:50:16] <audioguy> That would requires an electon first. Have the new board ready to go. Soundsgood.
[00:50:54] <kolie> Ok so the motion would be to adopt the new bylaws, return shares to corporation of existing stock holders, and a full replacement of a new board all in one go.
[00:50:59] <audioguy> All one up or down transaction.
[00:51:08] <audioguy> Yup
[00:51:19] <kolie> Ok that's exactly what I was looking to do as well.
[00:51:23] <audioguy> HAndl all the sticky stuff at once.
[00:51:45] <audioguy> Great then we agree :-)
[00:53:12] <audioguy> However there is one detail Will the board expect the shares to be assumed as a liability to them, or will this be a gift. We should know that before hand so it can be included.
[00:53:42] <audioguy> (a liability of the board to them)
[00:53:57] <audioguy> of the corp I mean
[00:55:27] <audioguy> Actually mabe we should just make it a debt, they can decide later.
[00:56:06] <kolie> Draft it as good will. There is no worth - it's not for profit - any money in there is subs and for operations anyways.
[00:56:08] <audioguy> Kind of like my 'board may compenstae me if desired' option
[00:56:11] <kolie> Of which - there is no value.
[00:56:26] <kolie> Costs in the past two years out of pocket may be reasonable.
[00:56:38] <kolie> Of which there isn't any that I'm aware of - the PBC has been self sustaining.
[00:56:55] <audioguy> I amtalking about the value of the shares - Matt spent $2000 orignally to buy back our name from a hustler.
[00:57:12] <audioguy> I want to be fair about that.
[00:57:20] <kolie> They could keep the bank account.
[00:57:43] <audioguy> That would be awkward.
[00:57:52] <kolie> If we kept the PBC sure.
[00:58:19] <kolie> Or it could reimburse him for that.
[00:58:53] <kolie> hey maybe he wants to stick around - shares or not.
[00:59:03] <audioguy> yes, that is what I mean. ASi said, thatwould be fair.
[00:59:54] <audioguy> I would not necessarily mind. He has been a rock for dealing with the taxes, various renewals, etc.
[01:00:04] <kolie> You heard what the board said - PBC isn't matts or NC's - on paper/legally sure it holds those things - but as matt explained it to me he's just doing whats needed in the legal world for the community to exist.
[01:00:34] <kolie> With the explanation he gave me - it's not the he was buying his shares - other than if you want to just compensate the guy for all hes done.
[01:02:44] <audioguy> Well, at the very beginnng, He paid for the name,formed the corp, and immediately assigned 5000 share to himselfan NCommander. That last should never have happened. I and other poited out this meant the organizationhave effectively beenhijacke by two people, and this could come back to cause troublein the future. It sure has.
[01:03:17] <audioguy> The quess inmy mind, thenand now,is why in the heck they did that.
[01:03:28] <audioguy> question in
[01:03:50] <kolie> I don't think they fully understood what would be happening in 10 years or what that meant.
[01:04:17] <kolie> I don't think when the pbc was formed it was expected to last long itself - other than an emergency vessel ill planned to get to the next stop.
[01:04:25] <audioguy> Some of us tried to point thatout pretty strongly at the time. A couple people evenleft over this
[01:04:46] <kolie> Right fully so - even without the hindsight.
[01:05:00] <audioguy> It doesn;t matter - there was simply no need to do that in any case.
[01:05:25] <kolie> I'm not doing archeology. It's interesting and I guess it can be learned from but - whatever was didnt work that's why we are here.
[01:05:36] <audioguy> WE also hadthree people offer to pay part or all of that 2000. We were refused
[01:05:40] <kolie> The site I like was shutting down because of the decisions made.
[01:06:03] <kolie> That's all I know.
[01:06:18] <audioguy> I amjust filling you in.
[01:06:28] <kolie> I was around then actually.
[01:06:34] <kolie> I remember a lot of it.
[01:06:49] <audioguy> I have logs of a lotof it :-)
[01:07:00] <audioguy> So do others.
[01:07:07] <kolie> Def remember the domain fiasco :)
[01:07:28] <audioguy> yeah that was a mess.
[01:07:48] <kolie> Only reason I didn't get more involved then, and I wanted to somewhat - was it seemed like everything was figured our or atleast there was enough people on it.
[01:08:00] <kolie> There was a lot of people and moving pieces.
[01:08:41] <audioguy> Yes, we probably had a bit too many actually. Many duplicatins etc.
[01:08:44] <kolie> It was very wild west and frantic at the start - and perhaps unnecessarily so - but I suppose it felt like it HAD to be figured out quick because of the perception we were losing everything at slashdot.
[01:09:02] <kolie> And that gut shot actions led down that path. So let's be more deliberate.
[01:09:21] <audioguy> Trying to
[01:11:02] <kolie> Good. And as far as me - include me or don't - I can help you with the current stock holders and that's all im trying to facilitate. The only people in a position to screw you out of what you want is nc/matt. I'm talking to them, and working with them, but I'm trying to get this ANY place but theirs. It's not what I want to do - although I'm happy to voice my concerns and preferences.
[01:11:19] <kolie> You don't need to trust me - I can be a tool to you either way.
[01:12:05] <kolie> But what we are putting together and establishing for the community - i'm all for whatever we come up with.
[01:12:06] <audioguy> Yu were actally kind of set up by NCommander to fail.
[01:12:45] <kolie> That's fine - we are here and going a way were this works.
[01:13:21] <kolie> not sure if you noticed I restored access to you and a few others as well.
[01:13:26] <kolie> on to bery
[01:13:43] <kolie> Your hesiod entries where commented out - what I actually did was just put them back as activbe.
[01:13:53] <kolie> The effects of which should go beyond berry.
[01:15:52] <audioguy> No I had not noticed. Will give that a try. Well, it should,except so much stuff is broken it doesn;t workan all the machines. If I canget in I will try to fix. It may require acces to the linode accounts so I can bypass the broken login system on some of the machines. I have notes about this. It took ne three days just to figure what all was broken.
[01:16:32] <audioguy> Some machnes had the hesiod system broken but I used a linode root pass to get in, others nothing worked.
[01:16:54] <kolie> I have root on anything you might need - and will work with you if you don't have it elsewhere.
[01:18:00] <audioguy> The hesiod system is sompletley broken for web stuff now because of the updates and change in that whole subsystem. With o few machines, mechanicjay and I want to just go to plain simple
[01:18:03] <kolie> Alright I sent off an email to the powers that are.
[01:18:16] <audioguy> normal sshd style loging for root.
[01:18:21] <audioguy> logins
[01:19:09] <audioguy> Our ssh public keys are in the dns server as text files. I aslo think I may have a copy of themall here somewhere.
[01:21:49] <audioguy> Do you understand what I am saying - no password for root. Only public key logins. Most secure.
[01:23:16] <kolie> yea thats right.
[01:23:29] <kolie> I only use pubkey auth on any of the systems i admin.
[01:23:44] <kolie> Most distro's are configured that way ootb anyways.
[01:23:51] <audioguy> As do most admins. NC has some strange ideas :-)
[01:24:23] <kolie> Because of the reliance on hesiod for ssh
[01:24:25] <audioguy> Overly complex shit means more places to fail. Basi engineering
[01:24:40] <kolie> I think a backup root password that's basically a OTP isn't worst practice.
[01:24:43] <kolie> And I think his intent.
[01:24:56] <kolie> But we also have linode root shell for that.
[01:25:07] <kolie> So six of twelve, half of dozen the other.
[01:25:30] <kolie> hesiod is ancient as fuck anyways.
[01:25:32] <audioguy> We always have access through the linode console that cannot be overriden so that backup is not needed.
[01:25:33] <kolie> Although cool use of DNS.
[01:25:45] <kolie> Let's stick to governance here my bad.
[01:25:46] <audioguy> Yes
[01:25:47] <kolie> Want to keep a cleanish log.
[01:25:51] <kolie> #staff then?>
[01:26:05] <audioguy> Yah, this would normally be elsewhere.
[01:26:43] <audioguy> chillax normally, closed group
[01:26:49] <audioguy> nor bots
[01:27:06] <kolie> the forbidden word.
[01:27:11] <audioguy> no bots allowed there unless absolutely required
[01:27:48] <audioguy> WE cancontinue there.
[01:29:56] <Bytram> .
[01:31:50] <Bytram> There is no way I could read all of back-scroll. Could someone please summarize for me?
[01:31:54] <Bytram> .
[01:34:39] <kolie> Bytram, audio is interested in exploring how to convert the current PBC and sees viability there. I had reservations on that based on potential issues/land mines. I am going to clarify with the existing board some issues and ask if they will consider an inplace change because it wasn't what was contemplated.
[01:35:12] <kolie> There's other people here - we discussed meeting at 1:30 PDT firday, so that's 2030 UTC I think.
[01:35:46] <kolie> We discussed the history and problems with the domain hijack and shareholders, and buyouts as well.
[01:38:00] <Bytram> kolie: Wow! TYVM!
[01:39:32] <audioguy> If I am going to be aroundonFriday at 1:30 I need to stop burning the candle at both ends. I just crashed and burned last night.
[01:41:19] <audioguy> kolie is also going to use his new privileges and powers onthe board to see if there are any oustanding obligations of the PBC he has not yet been informed of.
[01:49:57] <Bytram> audioguy: AFAIK, the only "obligations of the PBC" should be ones that NCommander or Matt_ entered into. And maybe Deucalion from way back when. I can't remember if anyone preceded *that*.
[01:51:00] <Bytram> Now go to sleep; you earned/deserve it!
[01:52:36] <Bytram> Speaking of which, I should try to get to bed at a reasonable, too!
[01:52:57] <Bytram> g'night everybody!
[01:54:05] <audioguy> WE need to be sure Bytram - remember kolie was hidden from us. There may be other things.
[01:54:53] <audioguy> kolie nowhas the RIGHT to know of these things.
[01:54:59] <kolie> I wasn't hidden from you. I just went straight to NC but I said what I was doing out here.
[01:55:17] <kolie> nc was no where to be found sure
[01:55:34] <audioguy> You were talking about cntracts with the board at first. Obligations.
[01:55:50] <audioguy> It was all VERY hazy.
[01:55:59] <kolie> Yea it was "what needs to happen to not shut this down - bind me to it and I will do it if you want skin in the game from me"
[01:56:02] <kolie> it was informal sure.
[01:56:07] <kolie> But I asked for it to show I'd perform.
[01:56:14] <kolie> And I'd risk getting nothing if i didnt perform.
[01:57:02] <audioguy> Lets just let it go for now, I was just pointing out there could beimportant thigs we do not know about.
[01:57:15] <kolie> Yewa - we need to set this up - so thats not necessary.
[01:57:22] <kolie> I had to go to that extreme because of the poor structure.
[01:58:17] <audioguy> Its ok kolie - its past, let it go. I know this. Like I said, you were actually kind of set up to fail. :-)
[01:59:05] <kolie> functioning sn? staff participation. That's in the W column buddy.
[01:59:42] <audioguy> Sorry don't understand that comment?
[02:00:19] <kolie> the way things are happening im marking as win.
[02:00:46] <audioguy> Ah, excellent. I can be thick at times :-)
[04:29:19] <janrinok> We need a copy of SN's assets list. Matt said the only things were the domain and the subscriptions/account. Where are the servers in Cogent La Mirada listed. Do they belong to the site or are they still owned privately by kolie? Otherwise we are simply replacing one system with another that is exactly the same - under the control of 1 person.
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[12:25:19] <Fnord666> 20:30 UTC is a good meeting time for me.
[12:39:57] <janrinok> I will try to be there but it is a local music festival beginning tomorrow for which I have guests and I have bought expensive tickets. But don't change the date of time, because we will never get everybody unless we are remarkably lucky.
[12:42:02] <Fnord666> Enjoy!
[12:43:09] <janrinok> I will certainly try, but the weather is trying very hard to 'dampen' our spirits
[16:48:25] <kolie> The physical hardware isn't owned by the PBC.
[16:48:30] <kolie> At linode or cogent.
[16:49:03] <kolie> That's not how VPC works.
[16:56:27] <kolie> What you are referring to would be like a colocation situation.
[16:57:13] <kolie> Almost all of the system is running on linode still.
[16:57:27] <kolie> I have a set of data and the staging system at the la mirada facility.
[16:57:38] <kolie> Ennwise has a ton of VPS customers.
[16:57:49] <kolie> Oh sorry.
[16:57:53] <kolie> Staging is still @ linode as well.
[16:58:08] <kolie> That's right we didn't move staging to la mirada - so it's all in the la mirada facility.
[16:58:20] <kolie> Fuck me im not feeling well and im out of it.
[16:58:30] <kolie> Everything is at linode.
[16:58:40] <kolie> There is a seperate staging "VPC" at linode.
[16:59:01] <kolie> And yea the bank account, the domain, and the data itself.
[16:59:26] <kolie> I guess you could include the github as well.
[17:00:01] <kolie> Bank, Domain, the VPS/Data, Github, Twitter
[17:00:41] <requerdanos> the hardware is now and is going to be in the future leased/rented by someone, the identity of that someone is the question. For example for a nonprofit I volunteer for, I rent a vps and host their website on it. It's in my name, if they want the assets they have to depend on my good will. This is what we want to avoid as it's a terrible setup.
[17:01:03] <kolie> I would put it in the name of the entity.
[17:01:12] <kolie> So the PBC has a linode account.
[17:01:15] <kolie> Not michael casadevall.
[17:01:38] <kolie> And that's how it should be setup in the future.
[17:02:05] <kolie> I'm not sure why the non-profit lets you do that and not put their corporation on it.
[17:02:19] <requerdanos> the sticky part is if you get into hosting it over at your place, rather than at linode.
[17:02:53] <kolie> Well here's the thing - Data backups + infra scripts == DR plan right.
[17:03:00] <kolie> I don't care where it is.
[17:03:03] <requerdanos> (They let me do that ironically because the last guy to do it wouldn't let go of the old domain name and website and they needed an expedient way to get a website going.)
[17:03:10] <kolie> The reason is - if you have those two things - you can have the site anywhere and its tested.
[17:03:59] <requerdanos> where that gets sticky is in who decides who has access: Soylent, through its community governance, or the guy with the hardware? And it shouldn't be the latter.
[17:04:07] <kolie> It's not my vps.
[17:04:13] <kolie> I run vps for customers. its the customers vps.
[17:05:15] <kolie> I'm not actually involved to much in the VPS side of the business.
[17:06:17] <kolie> My main thing at Ennwise is the custom programming / integration. VPS business is a means to an end to support other business units.
[17:06:51] <kolie> But yea keep it at linode or anywhere else and have agreements for that data - im sure linode has one with the pbc already that's standard practice when renting vps.
[17:07:52] <kolie> I'm willing to provide VPS as well - at no cost to SN - under my normal day to day terms and more than one system.
[17:10:45] <requerdanos> Your providing vps at no cost is a generous offer, but it does put you as possibly being the sole gateway to the servers, which some (many) might be uncomfortable with. I don't know the answer, but I am happy that we at least got the issues out there for going forward.
[17:40:25] <requerdanos> as for me, I'd prefer the no-cost VPS hosting with an agreement about access, and hope that's how it eventually works out to the benefit of all.
[17:45:20] <kolie> You should have a copy of the vps and its data offsite anyways. Normal 3-2-1 stuff.
[17:45:44] <kolie> And with the way the code was being setup running the infra - a github+backup of data was the disaster recovery plan.
[17:46:07] <kolie> It wasn't for lock in - rather to fully document all the pieces in a setup file that we know matches.
[17:46:17] <kolie> Easy to see the entire setup when you have the build file that creates it to view.
[17:46:38] <kolie> But yea I mean that was plan before.
[17:46:55] <kolie> Going forward the vps and whats on them - sysops can figure out w/e.
[18:05:44] <janrinok> "The physical hardware isn't owned by the PBC" You made a statement that all hardware is owned by SN PBC or is leased. Which of those 2 options applies to your hardware. If it is leased, whose name is on the contract. Is it the treasurers, NCommanders or yours. Don't be coy - I understand how the hardware is obtained. At the moment I am saying that it looks like you have the only legal access to the hardware you are using. This is not acceptable.
[18:11:50] <kolie> I'm not in the hardware business.
[18:11:54] <kolie> I sell/rent VPS.
[18:12:26] <kolie> The PBC owns the VPS.
[18:12:40] <janrinok> I didn't ask that question. I asked who has signed the contract for the VPS
[18:12:59] <kolie> The PBC.
[18:13:29] <janrinok> who WHO? Don' be so obstructive. It is a simple question.
[18:13:39] <kolie> I didn't sign it - it isn't me.
[18:14:09] <kolie> The pbc has the contract, its probably signed by michael as an officer of the corporation.
[18:14:24] <kolie> Its not him personally signing for it.
[18:14:49] <kolie> Theres a legal difference.
[18:15:00] <kolie> That's why I am saying the PBC.
[18:15:30] <janrinok> So that ownership will pass to the new site in due course?
[18:15:48] <kolie> That's the deal being contemplated - anything the PBC has goes to newcorp.
[18:16:19] <janrinok> who has complete and total access to that VPS at the moment?
[18:16:33] <kolie> Well I guess the owner of the linode dc.
[18:16:35] <janrinok> Who controls the access to that VPS at the moment.
[18:16:48] <kolie> I have access to linode account, nc has access to linode account.
[18:16:56] <kolie> And officer of the PBC could get access to linode account via legal means.
[18:17:09] <kolie> Linode has physical access at the dc and any of their contractors.
[18:17:34] <janrinok> So the 2 of you are still controlling all of the access? I know about linode. That control should be with sysops.
[18:18:06] <janrinok> They are responsible for the software on each of our servers.
[18:18:10] <kolie> Ok well that's getting transfered so newcorp can do w/e it wants.
[18:18:41] <janrinok> But at the moment it is just the 2 of you? Yes or No please?
[18:19:00] <kolie> At a minimum yes - I don't know the extent of other people. I can confirm it's atleast me and michael.
[18:20:16] <janrinok> Well Matt wouldn't want it - this is not his field of expertise. So 2 people on the current board control all of our hardware? Yes or No pse
[18:20:34] <kolie> I can't answer who has access to the linode account. I can only tell you who I know has access.
[18:21:28] <janrinok> Well everyone else's access was blocked. Can you remember that far back?
[18:21:41] <kolie> I don't know what was or wasn't done to the linode access. I don't know who had it before.
[18:21:47] <kolie> I know root access to the VPS was cut.
[18:22:08] <kolie> So if you are saying someone here had linode, and it was removed, news to me.
[18:22:19] <janrinok> We need sysops to have access to all of the hardware. That is what they are asking you for.
[18:22:41] <mechanicjay> I mean, this was one of the things we raised when ssh access was cutoff as well
[18:23:01] <kolie> Ok well - you should probably get a new linode account and we can transfer the machines to it.
[18:23:14] <kolie> I think everyones ok with that.
[18:24:43] <janrinok> At the moment all of the money is still controlled by Matt. It isn't difficult to comprehend is it?
[18:25:17] <janrinok> We have enough servers - what we don't have is total access to them.
[18:25:47] <mechanicjay> I'm not interested in making any moves of anything until the comittee makes a report and the board approves a course of action.
[18:25:47] <kolie> Ok so create a linode account and we will move the enough servers you already have into that account - which you've created and have total control to.
[18:26:36] <janrinok> At the moment it seems now that both you or NC could pull the plug. And it doesn't look like anything is about to change.
[18:27:03] <kolie> I'm not pulling any plug - I want the site to move away from NC and exist.
[18:27:05] <kolie> That's why we are here.
[18:27:15] <kolie> Anything setup now - let's get away from it and you can do it however you please.
[18:27:58] <janrinok> I am not helping to rebuild a site that you can control. Why can you not give us the access as we have requested?
[18:28:51] <kolie> Because I don't feel I have authority to do so unilaterally and its a grey area for me. I will give you access to the linode when I get an answer back on that.
[18:29:10] <kolie> But I won't act independentaly on that.
[18:29:27] <kolie> I'll propose doing so if we get the ok then cool.
[18:29:32] <kolie> I have no personal reservations in doing it.
[18:30:14] <janrinok> I sometimes wonder whose side you are on, despite what you keep saying.
[18:30:18] <kolie> there I pinged everyoen via email and group chat.
[18:30:28] <kolie> Just because I want to do something - doesn't mean I feel comfortable doing it.
[18:30:41] <kolie> If you had a new linode account - I would transfer the VPS out of it.
[18:31:11] <janrinok> You didn't have such reservations about control of accounts on the site.
[18:31:18] <kolie> No I dont.
[18:31:33] <kolie> The person who I felt had ownership of it said it was cool.
[18:31:55] <kolie> Although I wasn't planning on it ultimately I think a users account is the users.
[18:32:19] <kolie> If my dad wants my account or some random person offers me 10,000 to take over my tiktok, its theirs.
[18:33:30] <kolie> Anyways I don't know what's in the account, I don't know who has it, if I was you I'd want as far away from this existing account as possible.
[18:34:05] <kolie> It's like if a system got breached, I don't trust anything in that network. You get new stuff, reinstall, and configure from known clean backup.
[18:34:30] <kolie> In an M&A, I wouldn't just move my bank account to the new person, I'd set up a new account and do a wire;.
[18:34:38] <mechanicjay> Yes, and creating a new account and moving the VM's to that right now, is likely a legally actionable no no as those are corporate "assets".
[18:34:52] <mechanicjay> So, yes, ultimatley we should do that
[18:34:59] <kolie> I know but I believe I have the authority of the corporation to act on that.
[18:35:38] <mechanicjay> Do you have the authority to provide the corporate credit card for the monthly charges?
[18:36:39] <kolie> I don't have the card. I'll request it for operations.
[18:38:07] <kolie> So I;ve asked for either A) Existing access be added or B) Provide me a card so we can move the existing nodes to a fresh account.
[18:38:59] <kolie> If I get signoff from either of them I will let you know.
[18:39:41] <kolie> You may be putting the cart before the horse.
[18:40:01] <kolie> Because who now owns this shadow account. That's why we may want to figure out a new structure and set it up.
[18:41:08] <kolie> I wouldn't be hasty - hastiness lead to the current structure. There's a golden path here everyone is already on board for.
[18:41:59] <kolie> RE: using the existing pbc - I got word back from matt short answer is "a new entity should be created"
[18:42:24] <kolie> New bylaws, new board, complete shareholder change, "a new entity should be created".
[18:42:48] <kolie> The PBC as it stands ( and its shareholders ) would not be able to assume liabilities associated with the changes.
[18:43:19] <kolie> I don't think its the way to do it anyways - but that's the answer from matt.
[18:43:55] <kolie> RE: liabilities on the books.
[18:44:00] <kolie> "I had been posting the financial statements to the wiki (I’m not sure if they are still up). If there are still there, they are a bit out of date, but nothing major has changed so they would give you a good picture of the financial condition of the PBC. We should have a focused discussion about how to carry out the transition, but certainly the idea would be to make it as simple as possible."
[18:44:32] <kolie> >Are there any other such offers or past contracts to be made aware of?
[18:44:32] <kolie> "The PBC is a very basic corporation. Essentially the only operations are taking in subscriptions and paying server bills.
[18:44:32] <kolie> "
[18:44:56] <kolie> >Do we have full documentation of the stockholders past and present? "
[18:44:56] <kolie> Yes, there have only ever been two stockholders (myself and NCommander)"
[18:45:13] <kolie> >Have there been any other offers in the past for stockholders that were contemplated?
[18:45:13] <kolie> "None that I am aware of."
[18:56:06] <Bytram> PASTE BEGIN
[18:56:09] <Bytram> <kolie> Anyways I don't know what's in the account, I don't know who has it, if I was you I'd want as far away from this existing account as possible.
[18:56:21] <Bytram> ugh!
[18:56:57] <Bytram> .
[18:59:56] <Bytram> kolie: FYI: I had had FULL access to all out linodes. Diagnosed some problems and restarted servers many times when TMB was unavailable
[19:00:00] <Bytram> .
[19:01:30] <Bytram> janrinok: probably well remember my doing so.
[19:05:39] <Bytram> Being in France, he was often the first to learn when a system was down. He'd the notify TMB and me of the situation when we logged in several hours later. (Thanks janrinok!)
[19:06:11] <Bytram> s/the/then/
[19:06:56] <janrinok> Bytram, np.
[19:08:32] <Bytram> janrinok: can you please confirm to kolie that I ad access, that I restarted servers, etc.
[19:08:49] <Bytram> s/ad/had/
[19:09:19] <kolie> I'm sure you did bytram.
[19:10:11] <kolie> Before I got let me login to it real quick and see whats in it.
[19:10:11] <janrinok> He did, that is how a cooperative system works
[19:10:29] <Bytram> so, I would like to request that my access to the servers and to linode be restored.
[19:10:59] <kolie> Ok yea I will be happy to do so just confirming on the backend that the account is just sn stuff and nothing unrelated or the like is on it as well.
[19:12:40] <Bytram> Understandable. I had no other access, but please feel free to check!
[19:13:37] <kolie> Trying to reset my pw at linode but I keep getting "unable to process your request at this time".
[19:15:17] <Bytram> It would be for the same purpose; restarting systems when others are away. I know full well when I've reached my limits of understanding and to wait for someone more capable to appear!
[19:16:01] <kolie> Ok I have no permissions to change that rn.
[19:16:09] <kolie> I just checked.
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[22:24:46] <audioguy> kolie - A problem here is that you have a lack of nowlege still about how we function. It's why we asked to join a team and more or less work your way up originally.
[22:25:53] <audioguy> All the admins have always had full access to allthe servers, AND all the linodes. It is near imposible to function here without that do to the fluid nature of using volunteers.
[22:26:20] <audioguy> Further - that access has always beenin place, even BEFORE the PBC was formed.
[22:26:51] <audioguy> What NCommder did was personally assume full control without permission of the board or anyone.
[22:27:02] <audioguy> He is a thief.
[22:27:28] <audioguy> I do not speak rhetorically - he is a thief.
[22:28:52] <audioguy> WE now have a three man board. The appropriate behavior of any board I have ever had anythng to do with or even head of would be to espell him fromthe board and remove all his acces. At most places, legalaction would beconsidered.
[22:29:12] <audioguy> Do you understand?
[22:30:25] <audioguy> He has effectively hack a computer system without permission.
[22:30:42] <audioguy> And destroyed corporate assets
[22:30:55] <audioguy> That is the plain and simple truth.
[22:31:56] <audioguy> At the pure corporat legallayer, show be the board decisionthat pulled allaccess fromour admin.
[22:32:45] <audioguy> I repeat -where is the board decision removing all our access?
[22:34:18] <audioguy> Soylent is not a Sole Proprietorship.
[22:35:11] <audioguy> As a board member, Matt has also acted in a damaging way to the corporationby his inaction.
[22:37:41] <audioguy> fini :-)
[22:41:24] <audioguy> Becasue of the mismatch in authentication systems the broken system cannot be fixed without linode access.
[22:42:35] <audioguy> I haer mechanicjay on waiting until the handover.
[22:42:38] <audioguy> hear
[22:44:43] <audioguy> Sure got quiet :-) Are youwaiting for me to call the poice and file a hacking charge :-) (I won;t do that)