#staff | Logs for 2014-08-14

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[00:07:39] -!- mode/#staff [+v audioguy] by juggler
[00:16:23] * mrcoolbp is here
[00:16:30] <matt_> mrcoolbp, hi!
[00:16:36] <mrcoolbp> NCommander, matt_: sup?
[00:16:37] <mrcoolbp> hi!
[00:16:48] <NCommander> matt_, thought it was for next week
[00:16:57] <NCommander> Make sure you hilight my name if I'm not responding
[00:16:59] <NCommander> mrcoolbp, hey
[00:17:06] <mrcoolbp> NCommander: ehlo ehlo
[00:17:12] <matt_> NCommander, k. I wasn't sure.
[00:17:20] <NCommander> 250- SMTP NCommanderServ READY!
[00:17:34] <mrcoolbp> I say we just action without a meeting, we've already discussed the stock thing in a public meeting
[00:17:47] <mrcoolbp> if that's all we need to do
[00:17:57] <NCommander> matt_, did you get my last email
[00:18:01] <NCommander> or did I imagine writing it?
[00:18:19] <matt_> NCommander, I think so. it seemed like the only remaining question was regarding powers of the stockholders?
[00:18:44] <mrcoolbp> that is an important question I have, as I won't be one
[00:18:59] <NCommander> matt_, I believe that was the last outstanding
[00:19:48] <mrcoolbp> matt_: should we all in favor of action without a meeting?
[00:20:08] <NCommander> I think we can do that, that allows next week meeting to be almost all staff
[00:20:21] <mrcoolbp> NCommander: we still have to announce that
[00:20:28] <NCommander> mrcoolbp, I put it int eh site news box
[00:20:28] <mrcoolbp> 7pm EST?
[00:20:31] <mrcoolbp> oh
[00:20:43] * mrcoolbp has no wifi here, check's on his phone
[00:20:57] <matt_> mrcoolbp, so if we are ok with the action without a meeting document, then we should all sign it to make it official.
[00:21:13] <mrcoolbp> which doc?
[00:21:40] <matt_> <+mrcoolbp> matt_: should we all in favor of action without a meeting?
[00:21:48] <matt_> ^which action without a meeting?
[00:21:58] <mrcoolbp> which "document"
[00:22:02] <mrcoolbp> ?
[00:22:03] <matt_> (there was a doc called: Unanimous Written Consent of the Board...)
[00:22:03] <NCommander> The stuff we sign off
[00:22:06] <NCommander> Basically our email ACKs
[00:22:08] <mrcoolbp> oh
[00:22:10] <mrcoolbp> got it
[00:22:12] <NCommander> :)
[00:23:41] <mrcoolbp> matt_ are you able to expand on how/if power shifts with having stockholders?
[00:23:51] <matt_> mrcoolbp, sure:
[00:24:06] <matt_> so, basically, the stockholders have ultimate power in any corporation.
[00:24:22] <matt_> which is why it is important that nobody has more than 50% :)
[00:24:54] <matt_> in fact, there was an interesting story on the site today about Gary Gygax and how he lost control of his company
[00:24:55] <matt_> http://soylentnews.org
[00:25:01] <mrcoolbp> matt_: Okay, how does that affect my "voting power" in a meeting?
[00:25:33] <mrcoolbp> 100,000 to one?
[00:25:42] <matt_> mrcoolbp, well it doesn't directly. it just means that if the majority of the stockholders agreed (i.e. both of them) they could overrule you.
[00:25:51] <mrcoolbp> oh, okay.
[00:25:55] <matt_> which is already possible :)
[00:25:58] <mrcoolbp> right
[00:26:09] <mrcoolbp> what about at action without a meeting though?
[00:26:15] <mrcoolbp> we need unanimous currently
[00:26:16] <NCommander> matt_, right, but we were looking at expanding the board at the nearish future for community involvement + other staff aspects
[00:26:41] <matt_> mrcoolbp, that's why amending the bylaws to allow meetings over irc was also included in that document.
[00:26:59] <matt_> mrcoolbp, once we do that, we won't require unanimous consent anymore.
[00:27:06] <mrcoolbp> matt_ but we did not give proper notice for this (though we kinda tried to)
[00:27:39] <NCommander> matt_, I ACKed that one
[00:27:41] <matt_> NCommander, correct. so, if the board is expanded, then the shareholders could still overrule the board.
[00:27:48] <NCommander> matt_, I don't like that :-/
[00:27:51] <mrcoolbp> = (
[00:28:02] <NCommander> My problem with issuing stock is we're essentially saying ftSource has an owner.
[00:28:06] <NCommander> er
[00:28:08] <mrcoolbp> lol
[00:28:08] <NCommander> SoylentNews PBC
[00:28:10] <NCommander> Wrong startup
[00:28:20] * NCommander was doing stuff on his other business to be
[00:28:44] <NCommander> Now, I accept it as a possible solution to the fact we're in debt
[00:28:50] <matt_> NCommander, true, however, the idea is that both you and i would have to go nuts in order for the corp. to be in trouble in that way
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[00:29:00] <NCommander> matt_, .... you haven't known me very long then
[00:29:01] * NCommander ducks
[00:29:40] <NCommander> matt_, the problem is puts us in a position where either one of us could deadlock the company if we disagree ..
[00:30:04] <mrcoolbp> NCommander: no then it just falls to regular vote
[00:30:19] <mrcoolbp> it's only if you agree than you can override
[00:30:29] <matt_> NCommander, ah, i see. neither one of us would be able to cause a deadlock. the board would be able to act as normal. it would simply require *both* of us to either overrule them or take action without their consent.
[00:30:36] <mrcoolbp> matt_ will correct me if I'm wrong
[00:30:40] <NCommander> Alright
[00:30:44] <NCommander> I think I get it
[00:30:47] <mrcoolbp> cool
[00:30:54] <NCommander> I'm still not hugely happy about this
[00:31:04] <NCommander> But I don't think a hostlie takeover is possible with how this is setup
[00:31:15] <mrcoolbp> I'm okay with it as well
[00:31:30] <NCommander> And I know you want something more "secure" with putting the domain and stuff in the company (essentially the company is issuing stock to buy your assets)
[00:31:35] <NCommander> Which I understand
[00:31:37] <matt_> another point: keep in mind that as proposed, we are only issuing 100,000 shares out of a total 1,000,000 that our certificate of incorporation authorizes the board to issue.
[00:31:45] * NCommander rechecks the articles
[00:31:50] <NCommander> I thought we were only authroized for 1M
[00:31:51] <NCommander> er
[00:31:52] <NCommander> 100k
[00:32:16] <matt_> so, if and when we get to the point of having a nonprofit to buy the site, the board can issue 200,000 shares to the nonprofit, and it will be the majority holder.
[00:32:19] <matt_> for example.
[00:32:24] <NCommander> Ok
[00:32:36] <NCommander> So as long as the board is setup as is, more or less
[00:32:39] <NCommander> Nothing changes
[00:32:56] <NCommander> I'm still slightly concerned on the balance of power if we expand the board, but as a corporate objective, I want to buy back the shares ASAP
[00:33:05] <mrcoolbp> right
[00:33:13] <NCommander> (obviously even buyback, keeping the 50-50 split between me and matt)
[00:33:46] <matt_> a buyback can be done, but as mentioned above, the board has the option to give control to the eventual nonprofit even without a formal buyback.
[00:34:01] <NCommander> I rather not have any shares outstanding :-)
[00:34:13] <matt_> that works too.
[00:34:29] <NCommander> Its kinda a mental thing, but I want to honestly say no one directly owns SN
[00:34:34] <NCommander> I can't actually say that with stock outstanding
[00:34:38] <mrcoolbp> I like that idea as well.
[00:34:54] <NCommander> So, if we do this, I want to put the following on it
[00:34:59] <matt_> if the corp. has the funds available, and the board thinks that it is in the best interest of the corp. than it can be done :)
[00:35:26] <mrcoolbp> excellent
[00:35:33] <NCommander> 1. The company shall be obligated to buyback shares within one year of issuance. This can be changed by a supermajority at the next BoD meeting
[00:35:45] <NCommander> 2. All buyback of shares shall be done evenly between all stockholders
[00:35:52] <mrcoolbp> 0. .... ?
[00:36:01] <NCommander> mrcoolbp, this is the business world, rules start at 1
[00:36:03] <NCommander> :-P
[00:36:06] <mrcoolbp> = P
[00:37:06] <NCommander> 3. In return for stock, all assets related to SoylentNews shall be legally transfered to the SoylentNews PBC
[00:37:18] <NCommander> ^- matt_; sound sane?
[00:37:29] <matt_> NCommander, that could be a little tricky, as it amounts to a kind of "vesting". in orther words, the corp. is no longer selling unrestricted stock, but restricted stock, which could have tax implications when the restrictions lapse...
[00:37:37] <NCommander> Ugh
[00:37:38] <NCommander> -_-;
[00:37:56] <matt_> also, how would the purchase price at the time of buyback be determined?
[00:38:07] <mrcoolbp> not sure how it's determined at all
[00:38:10] <NCommander> ^- that
[00:38:31] <matt_> well, we could spend a few thousand dollars to get an appraisal :P
[00:38:45] <NCommander> $-3600-ish dollars? :-P
[00:39:35] <mrcoolbp> matt_ for what it's worth, it seems your $2K purchase seems to have nearly doubled in value based on your breakdown of the stock/assetts
[00:39:43] <mrcoolbp> not sure how that happened
[00:39:45] <matt_> so, really i think that people generally only worry about majority ownership, since that's what determines control.
[00:40:37] <matt_> so, if a nonprofit has majority ownership of SN, it doesn't make much difference whether there are other shares outstanding, aside from not being able to say that there aren't any...
[00:40:53] * NCommander chews on his lip
[00:41:13] <NCommander> We're getting into a situation though where "All animals are equal but some are more equal than others"
[00:41:17] <matt_> also, if there is no prospect for future profits, it also doesn't make any sense for shareholders to *want* to hold onto their stock when presented with a buyback offer from the corp...
[00:42:04] <NCommander> Having a financal stake/stockownership/etc. creates a situation where people are less likely to confront those who pay the bills, etc.
[00:42:16] <NCommander> I accept we have debt, and this is the case now
[00:42:19] <matt_> NCommander, so for example, 1 year from now the board could present us with a buyback offer, and we could take it or leave it. it could be conditioned on equal buyback from all stockholders, etc.
[00:42:38] <mrcoolbp> k
[00:42:40] <NCommander> But as a stockholder, I could say no to the buyback
[00:42:50] <matt_> true, in which case you don't get any money ;)
[00:43:29] <NCommander> I don't like uncertianity, especially dealing with ownership of the company
[00:43:53] <mrcoolbp> NCommander: the plan is to setup the NFP though right?
[00:44:10] <NCommander> mrcoolbp, yes, and I'd like that to be the ONLY shareholder
[00:45:37] <mrcoolbp> NCommander: how can we resolve this?
[00:45:57] <mrcoolbp> this is kind of blocking us making any money to support the site from what I understand
[00:46:08] <matt_> NCommander, as long as the nonprofit is the majority shareholder, i believe that your goal is realized.
[00:46:39] <matt_> NCommander, i'm not actually against the nonprofit being the only shareholder, i just think setting it in stone now may be tricky for the above-mentioned reasons.
[00:47:10] * NCommander is mulling
[00:47:23] <NCommander> This feels like opening pardora's box
[00:47:29] <NCommander> Right now, everything might be golden and shiny
[00:47:35] <NCommander> But what happens a year from now
[00:48:18] <NCommander> Now, the odds are, I sign off on this, and some time in the future, we do a buyback, and everything is great
[00:49:09] * matt_ started selling stock *options* today for another company, which is much more complicated :)
[00:49:14] <NCommander> But what if myself, or you end up leaving on bad terms (we already had a Jon situation), and refuse every buyback out of stubbornness or something
[00:49:34] <NCommander> It puts us in a position where then there always must be additional holders to counterbalance
[00:49:55] <matt_> NCommander, in that case, the board could simply issue new shares, up to a total of 1,000,000.
[00:50:09] <matt_> NCommander, for example, the board could issue 200,000 to the nonprofit.
[00:50:24] <NCommander> RIght, I'm aware of that
[00:50:30] <matt_> NCommander, as long as only one of us is trying to block that, we would be unable to do so.
[00:50:33] <mrcoolbp> matt_ maybe I'm mis-paraphrasing incorrectly for NCommander here but what I see him saying and I aggree is:
[00:50:34] <mrcoolbp> matt_: We wanted a non-profit, but we are currently for-profit, and with stocks being issued, we are going down the road we were hoping to avoid
[00:50:56] <NCommander> I agreed to the stock provision for only the case of putting it to the NFP
[00:51:15] <NCommander> I never was expecting to issue stock at all until that point we've bootstrapped it
[00:51:19] <matt_> mrcoolbp, incorporating is the first step down the path toward becoming an evil corporation. (and also toward becoming a good corporation :)
[00:51:38] <mrcoolbp> would like to avoid former as much as possible
[00:51:40] * NCommander notes as a B-corp, we don't have to make that stock valuable
[00:51:41] <mrcoolbp> if not completely
[00:51:45] <NCommander> Which is a help, but ....
[00:51:59] <matt_> i really think that it is good to think of these things as the powerful tools that a lot of people use to do harm, and others use to do good, you know?
[00:52:03] <NCommander> I'm not sure why we simply can't run with the books negative, and have a board decision to pay out X when possible
[00:52:18] <mrcoolbp> also wondering that ^
[00:52:39] <NCommander> Its quite possible the moment we start selling stuff, we're going to have the funds to zero out everything
[00:52:51] <mrcoolbp> possible...yes
[00:52:55] <NCommander> I rather treat me and matt_ as a line of credit, with the corporation making regular payments
[00:53:33] <NCommander> To an agreed upon amount set in advance
[00:53:49] <NCommander> It solves the issue of validing worth of the stock + issues with buyback
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[00:53:57] <NCommander> Oops
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[00:54:08] * NCommander warned matt_ not to play with the cloner
[00:54:26] <matt__> semi-dc'd :/
[00:54:33] <NCommander> mrcoolbp> also wondering that ^
[00:54:33] <NCommander> <NCommander> Its quite possible the moment we start selling stuff, we're going to have the funds to zero out everything
[00:54:33] <NCommander> <mrcoolbp> possible...yes
[00:54:33] <NCommander> <NCommander> I rather treat me and matt_ as a line of credit, with the corporation making regular payments
[00:54:34] <NCommander> <NCommander> To an agreed upon amount set in advance
[00:54:34] <NCommander> <NCommander> It solves the issue of validing worth of the stock + issues with buyback
[00:54:47] <NCommander> Ulitamtely, the stock option remains on the table, if more complicated later down the road
[00:54:58] <matt__> <matt_> NCommander, really a simple stock issuance is the legal mechanism for doing exactly that.
[00:55:45] <NCommander> Then why are creditors handled different than stockholders in most SEC operations?
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[00:56:28] <NCommander> I admit, I'm not an expert in this field
[00:56:48] <matt_> so, the stock is just the most flexible, as it allows the board to do whatever it needs to when and if funds are available.
[00:57:01] <matt_> as opposed to locking the board into a payment plan...
[00:57:06] <NCommander> But it opens a lot of questions about valuation
[00:57:23] <NCommander> As well as the fact that the corporation should own itself
[00:57:27] <NCommander> (IMHO)
[00:57:31] <matt_> luckily we don't have much value yet :) (technically speaking, of course)
[00:58:14] <NCommander> Right now, we're issuing shares worth up to $5,000 USD now. Let's say we suddenyl start clearing 50-90k a year, with more coming in
[00:58:18] <NCommander> THat means our valuation has gone up
[00:58:20] <matt_> really, it is just the simplest way of getting the assests that the corp. needs into the corp. without it costing the corp. anything.
[00:58:28] <matt_> NCommander, that's exactly right.
[00:58:31] <NCommander> How much is the stock worth to required folks to sell back
[00:58:36] <NCommander> ^- that last bit is my problem
[00:59:49] <matt_> So, there are standard methods for establishing a valuation. the big difference here is that this is a B-corp =) ordinarily, the board would have a responsibility to maximize financial value for shareholders. in our case, we can take our (non-financial) mission into account.
[01:01:36] <matt_> so, if an appraiser were to look at this in your scenario, they would take into account both the difference between revenue and expenses (i.e., profit), and also the B-corp.'s mission, which will likely require it to spend any profits on furthering its public-benefit purpose.
[01:02:19] <matt_> so, bottom line: i'm not expecting the value of the stock to increase much in the near future :)
[01:03:09] <NCommander> I think the answer I'm looking for is, if we issue stock now, can the board, for sure, buy it back at what we valued it when we sold it?
[01:03:17] * NCommander notes what I want is more in lines with a bond vs. stock
[01:04:12] <matt_> NCommander, if that guarantee were in place, then i don't think that the irs would view this as a bona fide sale :/
[01:04:46] * NCommander nods
[01:05:03] <matt_> NCommander, but, the board can, for sure, issue up to 900,000 shares of additional stock, unless both of the stockholders unanimously overrule.
[01:05:21] <NCommander> matt_, ok, lets assume we both are issued stock
[01:05:31] <NCommander> And for whatever reason, we end up holding on to it for years
[01:05:38] * matt_ notes, as an aside, that it may be difficult to find anyone else to invest under these terms ;-)
[01:05:50] * NCommander nods
[01:05:57] <NCommander> And in the meantime, the community decided to evict both of us as a changing of the guard
[01:06:10] <NCommander> That means we could shaft any efforts at succession
[01:06:24] <NCommander> (this is assuming we have community-elected board positions, etc.)
[01:06:46] * NCommander is *really* trying not to be difficult here
[01:06:59] <matt_> well, they could fork us, of course. so, we would be left with a bunch of logos, the database, etc., (not sure what else).
[01:07:45] <matt_> really, people should start getting nervous if you suddenly decide to make things closed-source, etc.
[01:10:37] <NCommander> Actions speak a lot loader than words. It took me a long time to wrap my brain around this, and I'm still fairly unconfortible w/ it. From a community perspective, how does such a thing look that there are potentially two permament owners of SN?
[01:11:02] <NCommander> While stock is indeed normally a decent way to handle things like debt and such, I don't think its the correct option for us
[01:11:21] <mrcoolbp> I'm okay with it as long as y'all aren't evil = )
[01:12:08] <NCommander> I'm not evil right now, but I make no promises me in five years
[01:12:10] <matt_> better than if there were one owner :) but, also, i think that there is an opportunity for us to use this tool to help provide some stability. just like (i hope you agree) we are doing by having a board in the first place, to provide some mechanism for getting the legal framework established, etc.
[01:12:23] <NCommander> I do agree here
[01:12:55] <matt_> NCommander, actually, it is a way of enabling us to expand the board, but still maintain a last-ditch emergency valve.
[01:13:03] <NCommander> Emergency valve?
[01:13:37] <matt_> in other words, if there are 5 or 7 or 9 or more board members, there may be times when the decision-making ability of the board falls apart.
[01:14:05] <matt_> it can be difficult to get large numbers of people to agree :)
[01:14:23] <mrcoolbp> yes, that's worked against us before
[01:14:30] <NCommander> Yeah, but the power to set a course like that should be with the president
[01:14:56] <NCommander> and I might not always be the president
[01:15:21] <mrcoolbp> The president must buy 50,001 shares = )
[01:15:44] <mrcoolbp> </sarcasm>
[01:15:47] <matt_> the president has quite a bit of power. the board has complementary power, as do the shareholders. the board is sort of like the legislature, the stockholders are the judiciary, and the president is the president :)
[01:16:10] <NCommander> That's a receipe asking for Founder's syndrome TBH
[01:17:31] <matt_> the president can basically do what he needs to do, the board can overrule and/or fire him, the stockholders can overrule and/or fire board members, and the board can issue new stock to new stockholders, etc.
[01:17:41] <NCommander> Appears I DCed that time
[01:17:55] <TheMightyBuzzard> might look into issuing bonds instead then. the debt's still shuffled and the company CAN buy them back whenever it has the money but there's no voting rights that go with them.
[01:18:11] <matt_> NCommander: <+matt_> the president has quite a bit of power. the board has complementary power, as do the shareholders. the board is sort of like the legislature, the stockholders are the judiciary, and the president is the president :)
[01:18:33] <NCommander> Honestly, I don't think I can sign off on any stock sale if we can't either detach the powers that go with it, or limit how long it can be outstanding
[01:18:48] <NCommander> It strays too far from what I've laid out SN to be.
[01:19:20] <NCommander> Plus I'm not sure how the hell I can justify that to the community. We're not evil but we've padded out two folks pockets with lots of stock
[01:19:37] <matt_> NCommander, could you outline a scenario that is worrying you?
[01:20:12] <mrcoolbp> he already did, future, he's not president, voted out, but still has power etc.
[01:20:19] <NCommander> That's a no-go for me
[01:20:32] <matt_> NCommander, i would think that you would emphasize that its "lots of near-worthless stock" :)
[01:21:13] <matt_> mrcoolbp, in that scenario, the board would issue more stock, and NCommander would not still have power.
[01:21:22] <mrcoolbp> matt: it's potentially worth $10 at the very least from what I understand, if not much more depending on how much money we raise/make, right?
[01:21:27] <mrcoolbp> matt_ that makes sense
[01:21:39] <matt_> NCommander could still vote his shares, but without majority control, he would not be able to determine the direction of the corporation.
[01:21:39] <NCommander> <matt_> the president can basically do what he needs to do, the board can overrule and/or fire him, the stockholders can overrule and/or fire board members, and the board can issue new stock to new stockholders, etc.
[01:21:54] <NCommander> Granted, I realize that only happens at the annual meeting
[01:21:59] <matt_> mrcoolbp, i think that was 10 cents per share :)
[01:22:30] <NCommander> I'm not sure why we're not looking at a payment plan or bond, which is far far more in line with a lot less unknown knowns
[01:22:46] <NCommander> If we had incorporated directly as a NFP, this won't be an option at all
[01:22:52] <NCommander> FOr all intents and purposes, I rather run this AS a NFP
[01:22:57] <matt_> NCommander, that is the *majority* of stockholders. as soon as the board issues more stock (say to the nonprofit, for example), it would be the majority stockholder.
[01:23:39] <matt_> a nonprofit often has members, as well. it is different, but that layer still exists, often for a good reason, i think.
[01:23:55] <NCommander> Most NFPs don't have members, the board self-appoints
[01:24:03] <matt_> NCommander, also, please notice that no part of this plan involves us actually profiting :-)
[01:24:06] <NCommander> And I understand that. But to prevent creating a majority holder, than the board has to constantly make sure there is no majority
[01:24:31] <mrcoolbp> matt_ that was supposed to be $10K
[01:24:35] <NCommander> matt_, its a power thing. I had to deal with the fact no one wanted to confront Jon because he had put money into SN. There's an inhertiant chilling effect here
[01:24:50] <NCommander> It can't be avoided so the solution is to balance the books
[01:25:01] <matt_> mrcoolbp, oh. yes, that is needed because certain expenses have already been accrued (hosting costs, paying B, etc.)
[01:25:06] <NCommander> But without the board being able to force a buyback, then that chilling effect can continue
[01:25:47] <NCommander> I'm made it clear I'll take critisms to the face, but I'm sure folks have held their tounge since I de-facto pay the bills
[01:26:03] <mrcoolbp> not really, I tell you stuff = )
[01:26:12] <matt_> NCommander, well, my intention was to avoid the chilling effect by splitting things evenly between the two of us, to avoid any one person having final decision-making authority.
[01:26:14] <NCommander> mrcoolbp, because I've made it clear that I'll accept it.
[01:26:30] <NCommander> matt_, right, but that also means we have to agree to sell equally and at the same time, or the board has to issue even more stock
[01:26:45] <mrcoolbp> I wish there could be 3, but I know that it doesn't make sense to issue me 50K shares
[01:26:54] <matt_> NCommander, also, remember that we need the board's consent to sell any shares of stock.
[01:27:08] <mrcoolbp> matt_ can you overuse the board though?
[01:27:13] <mrcoolbp> overrule
[01:27:41] <matt_> mrcoolbp, only if NC and I both agree to.
[01:28:10] <mrcoolbp> so you don't need the board's consent, but you both have to agree
[01:28:41] <mrcoolbp> board consent doesn't matter when it can be overrulled = )
[01:29:17] <matt_> mrcoolbp, that's true, but you're asking if i could become majority holder without the board's consent, and to do that I would need NC's consent, which, presumably, he would not give :)
[01:29:28] <mrcoolbp> sure.
[01:29:34] <matt_> so i would need the consent of the one person who would be least likely to give it :)
[01:30:06] <mrcoolbp> I understand
[01:30:18] <matt_> let's imagine that the revenue generation doesn't go as well as hoped:
[01:30:31] <mrcoolbp> lets...
[01:30:33] <matt_> in that case, it would be nice to have the option of seeking additional bridge investment.
[01:31:23] <matt_> for example, the board could then authorize the issuance of an additional 10,000 shares, with 5,000 to me and 5,000 to NC for a cash payment to keep things going.
[01:31:57] <matt_> the point being, that this is really just a mechanism for getting needed assets into the corp.
[01:32:04] <NCommander> matt_, actually, what if we get burned by SN. I might decide to take the company down w/ us
[01:32:15] * NCommander has to think in worse case scenarios
[01:32:18] <NCommander> We've already had it happen
[01:32:29] <mrcoolbp> matt_ what about a bond?
[01:32:42] <matt_> NCommander, well, depending on precisely how you decided to "take the company down", you might require my consent :)
[01:34:09] <matt_> mrcoolbp, we would likely need to register with the SEC to allow the issuance of any debt instruments...
[01:34:15] <NCommander> I think the big problem is we're creating a force that can override the board.
[01:35:21] <mrcoolbp> NCommander: depending on the board, that could be a good thing, 3 of one, half-dozen of the other right?
[01:35:27] <mrcoolbp> someone is going to have the power
[01:35:55] <mrcoolbp> I guess the difference that I find unnerving is the money
[01:36:02] <matt_> i know that we can't predict the future, but i think that it would be good to think in terms of concrete examples. given the forkable nature of the site, the fact that we are a B-corp, the fact that we don't have a plan for bringing in millions of dollars, really, what are the realistic power struggles that are likely to occur?
[01:36:11] <mrcoolbp> currently I have some "power" but I have no financial incentive
[01:36:46] <mrcoolbp> matt_ extracting money from the corp.
[01:36:55] <mrcoolbp> that is a concern I have at least
[01:37:50] * mrcoolbp puts on treasurer hat
[01:38:12] <mrcoolbp> sorry if that's too upfront, but I want this to be in the spirit of a non-profit
[01:38:41] <mrcoolbp> I see that y'all have put some money into this, I'm fine with that being paid back, even a little interest, I'd like to see that happen actually
[01:38:58] <matt_> mrcoolbp, so any actual unautorized extraction (a.k.a. embezzlement) would be illegal :)
[01:39:11] <NCommander> Ugh
[01:39:13] <NCommander> back
[01:39:15] <NCommander> What did I miss
[01:39:18] <mrcoolbp> lol
[01:39:28] * NCommander notes his laptop decided that stock discussions sucked and attempted suicide :-P
[01:39:28] <mrcoolbp> <05@NCommander> I think the big problem is we're creating a force that can override the board.
[01:39:28] <mrcoolbp> [21:35] <+mrcoolbp> NCommander: depending on the board, that could be a good thing, 3 of one, half-dozen of the other right?
[01:39:28] <mrcoolbp> [21:35] <+mrcoolbp> someone is going to have the power
[01:39:28] <mrcoolbp> [21:35] <+mrcoolbp> I guess the difference that I find unnerving is the money
[01:39:28] <mrcoolbp> [21:36] <02+matt_> i know that we can't predict the future, but i think that it would be good to think in terms of concrete examples. given the forkable nature of the site, the fact that we are a B-corp, the fact that we don't have a plan for bringing in millions of dollars, really, what are the realistic power struggles that are likely to occur?
[01:39:29] <mrcoolbp> [21:36] <+mrcoolbp> currently I have some "power" but I have no financial incentive
[01:39:29] <mrcoolbp> [21:36] <+mrcoolbp> matt_ extracting money from the corp.
[01:39:30] <mrcoolbp> [21:36] <+mrcoolbp> that is a concern I have at least
[01:39:30] <mrcoolbp> [21:37] * +mrcoolbp puts on treasurer hat
[01:39:31] <mrcoolbp> [21:38] <+mrcoolbp> sorry if that's too upfront, but I want this to be in the spirit of a non-profit
[01:39:31] <mrcoolbp> [21:38] <+mrcoolbp> I see that y'all have put some money into this, I'm fine with that being paid back, even a little interest, I'd like to see that happen actually
[01:39:32] <mrcoolbp> [21:38] <02+matt_> mrcoolbp, so any actual unautorized extraction (a.k.a. embezzlement) would be illegal :)
[01:40:11] <Blackmoore_> not much just a bit of embezzelment.
[01:40:14] <NCommander> THe problem with stock is we're not fixing in advance what that amount will be. I accept creditors should have some control over their investigment
[01:40:28] <mrcoolbp> I'd like to note that I din't mean "matt extracting money" I was just responding to him
[01:40:28] <NCommander> But once that amount is paid back in full plus any interest, that power should end
[01:40:42] <mrcoolbp> agreed NCommander
[01:40:51] <mrcoolbp> some interest for the trouble
[01:40:56] <mrcoolbp> absolutely
[01:40:58] <NCommander> Stock is a great way of raising capital for long term projects
[01:41:13] <mrcoolbp> doubling money invested seems like a big stretch
[01:41:14] <NCommander> But even with our least optimistic income guesses
[01:41:15] <matt_> <+mrcoolbp> [21:35] <+mrcoolbp> NCommander: depending on the board, that could be a good thing, 3 of one, half-dozen of the other right?
[01:41:21] <NCommander> We could pay back everything owed within a year or two
[01:41:27] <matt_> there are (rare) times when it is good to have a mechanism for overruling the board.
[01:41:54] <NCommander> Which is what the NFP will have the power to do once it exists
[01:42:15] <mrcoolbp> Hopefully we can just "resolve" to make that part of the plan: buyback stock within a year, checkup on the progress every x months
[01:42:19] <matt_> NCommander, how do you know that the board will agree to sell the corp. to the nonprofit?
[01:42:47] <NCommander> I don't. If I'm replaced, then whoever replaces me sets the direction, and my goals become ne possability
[01:42:50] <mrcoolbp> it was the inention from the beginning, but yes, that's not set in stone right now
[01:43:06] <matt_> NCommander, the point being that the board will probalby agree, but if it exands, and people can't agree, then there is still a mechanism to make it happen.
[01:43:20] <matt_> *expands
[01:43:22] <NCommander> And that's a slap to everything we've built up. "I"ve got money, so do X"
[01:43:33] <NCommander> A pressure value is good
[01:43:41] <NCommander> A pressure valve built on money == not good
[01:43:44] <matt_> not money, your contributions for stock are primarily "intangible" :)
[01:44:09] <NCommander> s/money/being issued stock to cover the money oyu put in at the beginning/g
[01:44:15] * matt_ feels like his ratio of intangible to tangible contributions is increasing... :)
[01:44:45] <matt_> still not "money you put in", but "contributions you put in" :)
[01:45:14] <NCommander> By that argument, we should be handing stock to every staff member and everyone who posted a comment or submitted an article :-P
[01:45:27] <NCommander> (the spambots would own the company then)
[01:47:27] <mrcoolbp> matt_ there are many of us that have contributed intangible and are not being issued stock
[01:47:41] <matt_> another way to put it: the site needs you. not just your skillz, but your leadership and vision. being a stockholder is a job just like being a board member or officer (especially in a B-corp).
[01:47:50] <mrcoolbp> myself included, but I'd name others that have put in more ahead of me
[01:47:57] <Blackmoore_> now now. the spambots were dealt with
[01:48:45] <matt_> mrcoolbp, so, this is the challenge of organizing a large team of volunteers into a financially independent entity.
[01:49:00] <mrcoolbp> sure, I was just following your logic
[01:50:15] <matt_> mrcoolbp, meaning that your influence over the direction of the site is substantial. not because you're a stockholder (since at the moment there aren't any stockholders), but because of your substantial contributions to date.
[01:50:35] <mrcoolbp> right, but under this plan I won't be a stockholder
[01:50:59] <mrcoolbp> and neither will other staff (not to mention submitters/commenters/moderators)
[01:51:03] <matt_> mrcoolbp, if the staff leaves, and the community leaves, the stockholders will be left with less than nothing (i.e., debt) :)
[01:51:12] <mrcoolbp> true
[01:51:37] * NCommander is going to sit back and let you two discuss it
[01:51:41] <matt_> mrcoolbp, if the staff stays, and the community stays, the stockholders are not guaranteed even to be reimbursed for expenses to date, as that would still require the consent of the board.
[01:51:42] <NCommander> I think matt_ and I are stuck in a loop
[01:51:54] * matt_ thinks he may be stuck in a loop with himself :)
[01:52:13] * NCommander reboots matt_
[01:52:18] <mrcoolbp> matt_ though they can override that board if they both agree = )
[01:52:39] <matt_> mrcoolbp, the point being that the role of the stockholder is primarily to be able to overrule the board in the event that they both agree to.
[01:52:41] * NCommander almost wonders if we should throw the question to the community, though part of me feels like thats blood in the sharktank
[01:52:49] * matt_ reboot successful.
[01:53:05] <mrcoolbp> NCommander: I'm thinking blood in the tank
[01:53:22] <Blackmoore_> NCommander: that's sharktank alright
[01:53:39] <matt_> NCommander, it all depends on how it is posed :) "Do you agree with NCommander's plan to save the site by issuing near-worthless stock?"
[01:53:47] <mrcoolbp> lol
[01:54:25] <matt_> s/?/to gullible investors?/
[01:55:08] <Blackmoore_> print the certs on coffee++ mugs in the store
[01:55:24] <mrcoolbp> NCommander: I say we do it and move on unless we want to look into the bond idea (and SEC and all that jazz)
[01:55:45] * NCommander will abstain from the vote
[01:55:50] <mrcoolbp> you can'
[01:55:51] <mrcoolbp> t
[01:56:00] <mrcoolbp> well you can but there's no point
[01:56:12] <NCommander> It will pass 2/0/1
[01:56:17] <mrcoolbp> no it won't
[01:56:23] <mrcoolbp> this is action without meeting
[01:56:35] <NCommander> ...
[01:56:36] <NCommander> crud
[01:56:38] <mrcoolbp> = )
[01:57:28] <mrcoolbp> proper notice is required, and that would have been a serious stretch as we were still planning this only a few business days ago
[01:57:52] <mrcoolbp> we need to get on top of some kind of regularity even if it is a short meeting
[01:57:58] <mrcoolbp> only way to make these official
[01:58:01] <mrcoolbp> = /
[01:58:20] <NCommander> I'm sorry, I can't sign off on it
[01:58:24] <mrcoolbp> okay
[01:58:28] <NCommander> I don't like being the third wheel
[01:58:33] <mrcoolbp> matt_ where does that leave us?
[01:58:35] <NCommander> But there's enough unknowns that I can't say yay
[01:58:40] <NCommander> You can pass it at the next board meeting
[01:58:44] <mrcoolbp> ug
[01:58:45] <matt_> mrcoolbp, well, it would be good to have a plan of some sort...
[01:58:46] <NCommander> Which just requires a majority vote
[01:59:27] * NCommander notes the irony of abstaining from getting something -_-;
[01:59:28] <mrcoolbp> NCommander: I'd like it to be unanimous, so we'll likely get to have this *fun* convo all over again
[01:59:42] <NCommander> In all honesty
[01:59:48] <NCommander> I don't think I'll yay any stock decision
[01:59:56] <NCommander> I won't try to forcibly block it
[02:00:09] <mrcoolbp> well that puts me in a tough place
[02:00:23] * NCommander notes the board is three people because of the need for when this happens
[02:00:30] <mrcoolbp> true
[02:01:17] * NCommander feels very much like the third wheel here, but I remain unconftible with this. If I'm overruled, I'll go with it, but I can't cast a vote for something I'm not certain on
[02:01:20] <mrcoolbp> matt_: let's schedule a board meeting for one week after the staff meeting next wednesday (I doubt we'll have time for "board" stuff AND staff stuff)
[02:01:29] <matt_> NCommander, I agree with mrcoolbp that it would be good to have all three of us on board with any major decision of this type (corporate structure, etc.)
[02:01:37] <NCommander> mrcoolbp, I thought we were doing the board meeting after the staff meeting
[02:02:06] <mrcoolbp> NCommander: I wasn't privvy on scheduling them both at the same time, I won't be able to do 7pm-11pm
[02:02:19] <mrcoolbp> I will have to leave around 9pm EDT
[02:02:29] <mrcoolbp> that won't leave time for both most likely, but we can try
[02:02:44] <matt_> mrcoolbp, i would be fine with having the next board meeting any day next week after the staff meeting, if you don't want to wait a whole other week.
[02:02:53] <mrcoolbp> honestly, I have some other work to do tonight, and I should really try to do that soon
[02:03:10] <matt_> NCommander, did you have a chance to and/or want to call your accountant to get his take?
[02:03:38] <mrcoolbp> or the CPA?
[02:03:42] <mrcoolbp> or whatever it is
[02:03:59] <NCommander> matt_, I talked w/ the aspects of selling and such and basically capital gains and such
[02:04:01] <NCommander> Or what you said
[02:04:09] <NCommander> That isn't the hangup for me
[02:04:40] <NCommander> matt_, as for unanimious decisions, yes, I normally would agree
[02:04:52] <matt_> NCommander, i just wonder if it would be helpful for us to reach out to anyone for advise/recomendations about these things.
[02:04:54] <NCommander> But for me to sign off and say yes on this means I'm confortible with it, and I think its the correct decision
[02:05:05] <NCommander> I can't say I feel that way for either aspect
[02:05:30] <NCommander> I also accept I can (and in this case, likely) wrong
[02:05:33] <NCommander> ^be
[02:06:48] <NCommander> In addition, since there are other options that are available (such as structured payment plan, etc.), I can't in good conscious say yay :-/
[02:07:03] * NCommander does feel guilty about this though ...
[02:07:11] <NCommander> Since I'm making friction :-/
[02:07:49] <NCommander> And I will not take the fact that I've been outvoted personally
[02:08:38] <NCommander> matt_, I'd bewilling to talk to any outside expert you recommend if you think it will help
[02:10:16] <mrcoolbp> I'm going to need to adjourn soon gentlemen
[02:10:21] <matt_> tbh, a big part of my motivation for trying to get these things finalized is that at the moment, the corporation is missing some pretty big pieces: money to pay for hosting, and other things that we might want to pay for, ownership of the site's database, accounts, etc.. in my experience, this is just the simplest way of fixing that problem.
[02:10:44] <matt_> NCommander, i think that it might be helpful to talk to a lawyer, tbh
[02:11:15] <matt_> NCommander, i think that just a general discussion on the options (asking about bonds vs. this type of stock issuance vs. payment plans, etc.) could be helpful.
[02:11:28] <NCommander> matt_, find one we can afford :-/
[02:11:58] <matt_> NCommander, well if you entice them with promises of eventual engagement by the corp., they might just give out a little advice for free in your first phone call :)
[02:12:23] <mrcoolbp> I don't think they can legally give advice without payment
[02:12:36] <matt_> NCommander, also, i can find plenty of lawyers that will tell you what i want you to hear :) it might be a better idea for you to find one :)
[02:13:03] <matt_> mrcoolbp, it may not *count* as legal advice (as in you can't rely on it in court), but it will be just as good.
[02:13:04] <NCommander> The second problem is, I have to explain this to the community
[02:13:25] <matt_> NCommander, the community took the B-corp. post very well, if i recall.
[02:13:32] <NCommander> Because I could justify it well
[02:13:35] <mrcoolbp> transparency is a necessary evil yes, but we need to do what's right
[02:13:48] <NCommander> THis is a LOT hard to justify if I need a lawyer to explain it to me
[02:13:53] <NCommander> And I think I understand it just fine
[02:13:56] <mrcoolbp> it's complicated
[02:14:03] <NCommander> I disagree w/ the concept
[02:14:31] <NCommander> (at least related to SN PBC)
[02:14:56] <NCommander> Because we're taking an option that would be otherwise unavailable if we had jumped straight into NFP ownership.
[02:15:09] <NCommander> and the B-corp was a stopgap to that eventual endgoal
[02:15:14] <mrcoolbp> that's what I was trying to articulate earlier
[02:15:16] * NCommander sulks
[02:15:25] <matt_> another try at rephrasing the concept: it's a way to get whatever B created, and what you created put into a solid entity run by a board of the community by the community for the community.
[02:15:44] <NCommander> But the issue is by having stockholders, you've created a new class of citizen
[02:16:03] <mrcoolbp> s/you've/we are potentially/
[02:16:10] <NCommander> *we are
[02:16:11] <NCommander> Thanks
[02:16:17] <NCommander> And its not ptentially, its by definition
[02:16:24] <matt_> it could be argued that the board is a new class, that the staff is a new class, the the editors are a new class...
[02:16:33] <NCommander> That's a fair counter-argument
[02:16:39] <mrcoolbp> agreed
[02:16:43] <matt_> there are many jobs, each of which carries certain powers and responsibilities.
[02:16:55] <NCommander> Ok, if we accept that, then where on the heirarchy do they fall
[02:17:03] <matt_> they all rely on eachother.
[02:17:15] <NCommander> Not so much w/ stockholders
[02:17:20] <matt_> if any one of the classes goes, it falls apart.
[02:17:42] <NCommander> In my mental model, stockholders act as a giant big bubble
[02:17:58] <NCommander> surronding all, and influencing decisions by dint of their existence
[02:18:07] <NCommander> (granted, thats more true for traditional for-profits)
[02:18:18] <mrcoolbp> NCommander: in this model, they have put the most money into it, so they have more control, makes sense
[02:18:24] <mrcoolbp> other's still have power in other ways
[02:18:28] <NCommander> mrcoolbp, do we want to be in a system where money == power?
[02:18:49] * NCommander goes back to the b-corporation post
[02:18:49] <mrcoolbp> no, but that's already how it stands in a sense
[02:18:58] <NCommander> But the goal is to level the books
[02:19:00] <matt_> NCommander, i would say it's more like the stockholders are the parents. they can't live the corp.'s life for it, but they can be there in an emergency.
[02:19:01] <NCommander> And remove that
[02:19:08] <mrcoolbp> NCommander: if you decide to stop paying the bills, and say "screw it" we wou,ld be up a creek right now
[02:19:27] <NCommander> mrcoolbp, only to the point that we're not self-sufficent
[02:19:33] <NCommander> And once we pay startup costs + interest
[02:19:38] <NCommander> THen my power level should be no greater
[02:19:44] <mrcoolbp> I agree with that
[02:19:47] <NCommander> Because the board can't force a buyback
[02:19:56] <NCommander> THat means the stockholders collectively have to give up power
[02:20:00] <mrcoolbp> that is a small hangup yea
[02:20:06] <NCommander> Not small from where I'm sitting
[02:20:14] <NCommander> I don't like it, and I'd be a stockholder
[02:20:26] <mrcoolbp> I get what you are saying.
[02:20:39] <NCommander> If the board can't buy back all outstanding shares, then it always has to have someone to counteract the shares it can't reclaim
[02:20:52] <NCommander> Granted, I'm assuming in this scenario that matt or I go evil
[02:21:02] <mrcoolbp> unless it issues more shares...but then there's more problems?
[02:21:24] <NCommander> mrcoolbp, it means we always have to have outstanding shares, and then always have some folks who have superiority
[02:21:25] <matt_> NCommander, i really don't think it's that your "power level" would be greater. you would just have a different set of authorities and responsibilities than others, just as everyone else has their own authorities and responsibilities, and we all rely on eachother.
[02:22:27] <NCommander> If we issue stock, we create a presisident for doing it in the future. What happens if we end up with a hostile stockholder? You then issue more shares to counteract that holder
[02:22:45] <NCommander> But it doesn't solve the problem that you have folks that can't be removed from the project
[02:22:59] <NCommander> *president
[02:23:13] <mrcoolbp> *precident
[02:23:16] <TheMightyBuzzard> precedent =P
[02:23:19] <mrcoolbp> ah that
[02:23:22] <matt_> NCommander, in the event that one of us as stockholders becomes "hostile" (i.e., goes against the will of the community), then nothing would happen, as long as the other of us doesn't also become hostile in that way.
[02:23:24] <NCommander> Or we get into another dispute over money. Jon went ballistic on me because I asked for accounting of expenses.
[02:24:14] <matt_> NCommander, if we both become hostile, then the community forks us.
[02:24:22] <NCommander> A fork is a last resort
[02:24:25] <NCommander> A *very* last resort
[02:24:28] <matt_> NCommander, if we both become hostile, and the staff become hostile, then the community forks us and finds a new staff.
[02:24:39] <NCommander> The solution is the community evicts the board
[02:24:46] <NCommander> And SN continues
[02:24:47] <matt_> NCommander, if we both become hostile, and the staff become hostile, and the community becomes hostile, then we give up and start a muffin shop.
[02:24:51] <mrcoolbp> they have power too
[02:25:11] <mrcoolbp> (community, not muffin shop)
[02:25:17] <NCommander> mrcoolbp, right, and as we head towards financal independence, the community becoms self-governing of the B corp and/or NFP
[02:25:22] <NCommander> If they don't like their leaders
[02:25:27] <NCommander> They evict them, not fork and start over
[02:25:34] <mrcoolbp> sounds about right
[02:25:47] <NCommander> A stockholder is someone who can only be removed from power if they choose to do so
[02:26:05] <NCommander> Even if that can be counterbalanced by additional stock, its the wrong direction
[02:26:38] <NCommander> While the company is in debt, I accept debt holders have additional power to see their investiments return
[02:26:41] <NCommander> I don't have a problem with it
[02:26:41] <matt_> NCommander, the threat that you mentioned is not counterbalanced by additional stock, it is eliminated by additional stock.
[02:26:57] <NCommander> matt_, you have more folks outside the system
[02:27:02] <NCommander> THe problem doesn't exist if stock is never issued
[02:27:38] <TheMightyBuzzard> who can vote out the board without stockholders?
[02:28:03] * TheMightyBuzzard is curious and legalspeak makes his brain hurt
[02:28:08] <matt_> TheMightyBuzzard, as it is, the board can terminate members.
[02:28:18] <matt_> by majority vote.
[02:28:46] <TheMightyBuzzard> gracias
[02:28:49] <NCommander> TheMightyBuzzard, as of right now, its self-electing
[02:28:54] <NCommander> That's been on the TODO to amend the bylaws
[02:29:03] * NCommander has been on VAC and RL -_-;
[02:29:52] <mrcoolbp> NCommander, matt_ I will need to move to adjourn very soon
[02:29:56] <TheMightyBuzzard> staff wouldn't be a bad choice to elect the board. if half of us go evil, site's screwed anyway.
[02:29:57] <NCommander> Fair enough
[02:30:00] <mrcoolbp> I have a lot of work that needs to happen tonight
[02:30:03] <NCommander> TheMightyBuzzard, fair enough
[02:30:08] * NCommander is in a similar banana boat
[02:30:17] <mrcoolbp> TheMightyBuzard: sounds reasonable
[02:30:25] <NCommander> Let's table this for now, or take it to email
[02:30:33] <NCommander> I'm concerned we're stuck in a loop
[02:30:44] <NCommander> And I know this is blocking other crap, so I want to find a solution we can all agree with
[02:30:52] <mrcoolbp> That would be ideal
[02:30:54] <NCommander> So let's put a date on this
[02:30:58] <matt_> ok.
[02:31:01] <NCommander> If we can't come up with a self-determined solution
[02:31:10] <NCommander> It goes to the community, and we follow the communities suggestions
[02:31:27] <mrcoolbp> I'm okay with that, let the sharks have at it
[02:31:30] <NCommander> and let's put a sunset on this by Monday of next week
[02:31:32] <mrcoolbp> if we can't solve it
[02:31:45] <NCommander> If we can't decide by then, then we write up what we know, and see if the community can solve it
[02:32:35] <mrcoolbp> matt_: any qualms with that plan?
[02:32:52] <matt_> sounds good. so, we will sleep on it, maybe catch eachother on irc between now and then and/or email, and if we haven't figured out a plan by Monday then a post on the site to settle it?
[02:33:18] <NCommander> matt_, bingo.
[02:33:21] * matt_ will start saving up his mod points.
[02:33:22] <mrcoolbp> I won't be on IRC until the weekend, I've a busy schedule (I can only check in from time to time
[02:33:23] <NCommander> I don't want hard feelings over this
[02:33:28] * matt_ realizes that it doesn't work like that.
[02:33:31] <NCommander> matt_, :-)
[02:33:46] <NCommander> mrcoolbp, that's fine, we'll try and keep this to email
[02:33:54] <NCommander> If ned be, we can push the decision date to the staff meeting
[02:34:03] <mrcoolbp> excellent
[02:34:04] <NCommander> But this has to be solved
[02:34:09] <mrcoolbp> yes.
[02:34:18] <NCommander> Vote to adjorn?
[02:34:23] * NCommander yays
[02:34:25] <matt_> NCommander, do you want to put any docs up to make them accessible for people to look at?
[02:34:40] <matt_> or you could just summarize in the post, etc.
[02:34:49] <NCommander> SUmmarization, w/ documents linked to
[02:35:01] <matt_> k.
[02:35:13] <NCommander> And probably write it up as a counterpoint argument, each of us weigh on on two cents
[02:35:20] <mrcoolbp> cool cool.
[02:35:28] <matt_> i will leave any uploading to you as i am not kerberosized.
[02:35:31] <matt_> sounds good.
[02:35:38] <matt_> ok. i second the motion to adjourn.
[02:36:15] <mrcoolbp> Aye!
[02:36:18] <matt_> Aye!
[02:36:22] <NCommander> Aye!
[02:36:32] <NCommander> matt_, I could have sworn I kerberoized you
[02:36:37] <mrcoolbp> Action without meeting adjourned = )
[02:36:50] <mrcoolbp> matt_ can't you get on staff slash site?
[02:36:51] <matt_> NCommander, oh, maybe you did, but i'm not ssh'd
[02:36:55] <matt_> yeah, i can.
[02:37:02] * NCommander notes the irony that the only thing we managed to action was ending the meeting
[02:37:15] <mrcoolbp> lol
[02:37:20] <NCommander> Now I know what its like to work in Congress
[02:37:20] <matt_> =)
[02:37:22] * NCommander ducks
[02:37:23] <TheMightyBuzzard> usually a good sign
[02:37:35] <audioguy> Typical board meeting :-)
[02:37:39] <mrcoolbp> lol
[02:37:45] <TheMightyBuzzard> congress is at its best when it doesn't pass anything to make things worse.
[02:37:50] <mrcoolbp> "Classic SN"
[02:38:34] <mrcoolbp> okay guys, good discussion, thanks for sticking it out
[02:38:45] <mrcoolbp> I have to go AFK to get work done, check in later before bed
[02:38:59] <matt_> see you later!
[02:39:15] <mrcoolbp> later sir!
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