Is there a corporation yet? Is it a membership corporation? In which state?
Are there bylaws explaining the rights & responsibilities of being a member?
I don't mean to pick on a sore spot, as I know this whole process is
designed to get to a point where there is a corporation, but it seems to me
that I'd feel much more comfortable with a corporate charter and bylaws
before I sign up for anything.
FWIW, I have formed 501(c)6 mutual benefit membership corporations and I've
been through the paces with the issues and complications therein (or with
forming any type of non-profit for that matter).
Perhaps this has already been laid out and I just missed the details (I'm
not on the steering committee list), but could someone restate where we are
in the process? My apologies if this feels a bit redundant, but now that
there's some sort of "membership" involved, the issue of what one is joining
and what that means becomes a bit more relevant. I am not too keen on
becoming a member of something that might be construed as a partnership, for
example, unless that partnership is explicitly restricted from doing
anything other than electing a board of directors for a soon-to-be created
corporation and then dissolving.
Cheers,
-j
--
Joe Andrieu
SwitchBook
http://www.switchbook.com
j...@switchbook.com
+1 (805) 705-8651
> > Cast your votes in ONE email to dataportability-
> vo...@googlegroups.com.
So, now, if an election is not required because no more than 12 people
nominate themselves to the new STEERING, what does or will this
PLENARY group do, or, what's the (annual) "benefit/s" of opting in
to become a member of this PLENARY group?
Regards,
/ac.
There're 2 sides to a coin; you ask people to join PLENARY as members,
and people ask you fair questions. And you're quick to put code of conduct
into perspective.
I could only see that what's now wanted here is to have people form into a
plenary group, for the sole purpose to give power and legitimacy to a new
steering group.
But most of these are pretty meaningless, because, general members, you
had them already (only now deprecated Workgroup)(plus Microsoft? Google?
MySpace? LinkedIn? Digg? etc etc as corporate members?), steering members,
you had them already (the incumbent Steering, of cos likely to be dumped again),
only that things are not to some people's liking, that the current reform is deem
necessary.
Eight months plus, and the founders/co-founders can't even answer the simple
question of whether you're working towards a Non-profit Organization, to date,
and to me, the apparently obvious answer to that is it's dependent on whether
you can somehow grab a group of people to your liking and whom you trust, and
if not, no game, and gloriously in the name of democratic principles -- only that it's
fake, and full of historical misrepresentations based on principles of deception.
And I'd conjecture you'll deem this not contructive participation. I believe most
people here are pretty interested in dp, but as regards to how, it's all subject to
debate, much like google and facebook and microsoft believe differently as to
how to dp. But you just take debates as ppl challenging you and become cynical
(per your own wording in your other threads).
And, please, being simple doesn't mean it's not constructive. If, per Eistein (as per
some cofounder used to like quoting Eistein), E=mcc is all you need, what you're
trying to do is a call to LetsMuckWith(a,b,d,e,f,g,h,i,j,k,l,n,o,p,q,r,s,t,u,v,w,x,y,z)
and calling that necessary and next steps.
Delete this or ban me if this offends you -- by your code of conduct standards, /ac.
Thanks for the detailed response. From my perspective, it looks like a lot
of people are working hard to figure out how to do the right thing. That's
good. And as far as I can tell, the direction the consensus is moving in
bodes well for achieving worthy goals. So, /in theory/, I'm a huge supporter
of the project.
Of course, any project ultimately has to answer some tough questions when it
gets down to execution, and sometimes that's where it can be a huge
challenge to keep the momentum and energy as you work through the details.
Unfortunately, two main issues would prevent me from joining, given the
details as you described. I'm not a lawyer, but I have been through this
soup before and I am developed a fine sense of lurking problems. Enough to
keep me wary until the formal details are confirmed.
First, I find it unsettling that the leadership so far has yet to make a
commitment to forming a non-profit. I have heard that point from Chris Saad
and now from you. I'd be very hesitant to support the establishment of any
potentially for-profit entity built upon the moral authority of the
dataportability community. That's clearly a personal choice of mine. Others
may not be concerned, but I would hope that this might emerge as a platform
issue for those running for the board so that we could get a sense of
whether or not the community as a whole is concerned with the matter.
Second, I believe the potential legal and financial liability is higher than
your comments suggest. I recommend you discuss this with competent counsel.
In the US (your jurisdiction may vary), acting as a partnership creates a
partnership, with full liability for each member for the actions of other
members when they act on behalf of the partnership. You don't need a formal
agreement. If Bob & Dave start signing paper work as The BD Project, both
Bob and Dave are legally liable for any debts incurred by the BD Project,
even if only one of them signs the loan documents.
Of course, whether or not one is a partner is open to legal
challenge/interpretation. However, one factor is whether or not the alleged
partner actually executed any authority over the actions of the partnership,
did they participate in the partnership? Even in a formal partnership, with
a written partnership agreement, a limited partner can be found by the court
to be an unlimited partner because they had an active role in the
organization. With an informal partnership, it is even easier to establish
mutual liability if there is a clear paper trail of decision making
involvement.
In short, having "the status to vote on decisions" could be construed to
establish liability for the actions of the group and any members acting on
behalf of the group.
For me, this is a major issue and I encourage you to consider it seriously.
However, I think a decent work-around is to form a partnership whose sole
role is to form the corporation and dissolve, and explicitly restricted from
any other activities.
Alternatively, go ahead and form the corporation/LLC/whatever (anyone could
do that, technically), and create a charter and bylaws that describe how the
first full board will be chosen. That corporation/LLC can be formed by a
handful of trusted community members, hashed out, and enacted. /Then/,
people could join whatever legal structure is created with a full
understanding of the rights and obligations of membership. It just takes
someone to lead, make some decisions, and create the organization.
In short, I don't believe that the statement "Like an unincorporated society
however, liability falls on individuals and potential the executive
committee (steering)" is factually accurate in the US. And that alone is
sufficient to preclude my joining the plenary.
Of course, if you could resolve these issues, I'd love to contribute.
Regards,
-j
--
Joe Andrieu
SwitchBook
> -----Original Message-----
> From: dataportabi...@googlegroups.com [mailto:dataportability-
> pub...@googlegroups.com] On Behalf Of Elias Bizannes
> Sent: Wednesday, July 09, 2008 8:33 PM
> To: DataPortability.General
> Subject: [DataPortability-Public] Re: IMPORTANT: How to vote in the
> upcoming election for Steering Committee
>
>
----- Original Message -----From: Chris SaadSent: Thursday, July 10, 2008 1:42 PMSubject: [DataPortability-Public] Re: IMPORTANT: How to vote in the upcoming election for Steering Committee
Elias, I do not mean to pick on whatever you said, sensitive or not; and to
the point of this, my understanding was that the very first questions about it
(are we going to form a non-profit organization) was originally posted by me,
yes, but originally very neutrally, for the exact issues of what's being discussed
now, and for what kind of drafting directions needed wrt the governance docs
back then.
But everytime the question's asked, everytime it's avoided; and the last time
asked, it was explicitly replied in the Steering telecon that whether what we're
heading towards a non-profit, or a for-profit, or whatever, was to be decided.
You (and Chris) repeatedly said my questions had been answered before.
Yes, but that was the kind of answers i/we've gotton, so you tell me, has
the question been truely answered or not -- since you said I'm making an
issue "out of nothing".
And yes, you supplied your version of your vision, and what we've gotton
from you was essentially, trust us, trust me, I've all the good intents and
everybody knows. Ok, sure. But does whatever you say fully represent,
or sufficiently represent, officially of the DP project? If yes, why can't you
simply answer are we working towards a non-profit organization, or not?
And if no (that your words don't quite represent the official positions of the
DP project), then -- that's the problem (of simply asking your followers
to simply trust you and/or the/any leaders.) Again, the question(s) started
out as neutral questions, only somebody took it too personal and the
discussion became emotional. What's the benefit for me to make a circle
of enemies, with you, and with, what, 1200 people here?
Just like the plenary question i posted in my last email. Assume that it's not
from me and you'll see all the reasons and validities for such asking; it's just
marketing 101, for a proper introduction (v. done via a we-need-to-rush,
this-is-what-you-do-step1-step2-step3 manner), simple as that. Rgds, /ac.
--
Elias Bizannes
http://liako.biz
I was going to write up a sneering response, but I think that the
late, great Douglas Adams puts it better than I ever could:
"I bring you news," he said, "of a discovery that might interest you."
"Is it on the agenda?" snapped the man whom Ford had interrupted.
Ford smiled a broad country-rock singer smile.
"Now, come on," he said.
"Well I'm sorry," said the man huffily, "but speaking as a management
consultant of many years' standing, I must insist on the importance of
observing the committee structure."
Ford looked round the crowd.
"He's mad you know," he said, "this is a prehistoric planet."
"Address the chair!" snapped the management consultant.
"There isn't a chair," explained Ford, "there's only a rock."
The management consultant decided that testiness was what the
situation now called for.
"Well, call it a chair," he said testily.
"Why not call it a rock?" asked Ford.
"You obviously have no conception," said the management consultant,
not abandoning testiness in favour of good old fashioned hauteur, "of
modern business methods."
"And you have no conception of where you are," said Ford.
A girl with a strident voice leapt to her feet and used it.
"Shut up, you two," she said, "I want to table a motion."
"You mean boulder a motion," tittered a hairdresser.
"Order, order!" yapped the management consultant.
"Alright," said Ford, "let's see how you are doing." He plonked
himself down on the ground to see how long he could keep his temper.
The Captain made a sort of conciliatory harrumphing noise.
"I would like to call to order," he said pleasantly, "the five hundred
and seventy-third meeting of the colonization committee of
Fintlewoodlewix ..."
Ten seconds, thought Ford as he leapt to his feet again.
"This is futile," he exclaimed, "five hundred and seventy-three
committee meetings and you haven't even discovered fire yet!"
"If you would care," said the girl with the strident voice, "to
examine the agenda sheet ..."
"Agenda rock," trilled the hairdresser happily.
"Thank you, I've made that point," muttered Ford.
"... you ... will ... see ..." continued the girl firmly, "that we are
having a report from the hairdressers' Fire Development Sub-Committee
today."
"Oh ... ah -" said the hairdresser with a sheepish look which is
recognized the whole Galaxy over as meaning "Er, will next Tuesday
do?"
"Alright," said Ford, rounding on him, "what have you done? What are
you going to do? What are your thoughts on fire development?"
"Well I don't know," said the hairdresser, "All they gave me was a
couple of sticks ..."
"So what have you done with them?"
Nervously, the hairdresser fished in his track suit top and handed
over the fruits of his labour to Ford.
Ford held them up for all to see.
"Curling tongs," he said.
The crowd applauded.
"Never mind," said Ford, "Rome wasn't built in a day."
The crowd hadn't the faintest idea what he was talking about, but they
loved it nevertheless. They applauded.
"Well, you're obviously being totally naive of course," said the girl,
"When you've been in marketing as long as I have you'll know that
before any new product can be developed it has to be properly
researched. We've got to find out what people want from fire, how they
relate to it, what sort of image it has for them."
The crowd were tense. They were expecting something wonderful from Ford.
"Stick it up your nose," he said.
"Which is precisely the sort of thing we need to know," insisted the
girl, "Do people want fire that can be applied nasally?"
"Do you?" Ford asked the crowd.
"Yes!" shouted some.
"No!" shouted others happily.
They didn't know, they just thought it was great.
"And the wheel," said the Captain, "What about this wheel thingy? It
sounds a terribly interesting project."
"Ah," said the marketing girl, "Well, we're having a little difficulty there."
"Difficulty?" exclaimed Ford, "Difficulty? What do you mean,
difficulty? It's the single simplest machine in the entire Universe!"
The marketing girl soured him with a look.
"Alright, Mr Wiseguy," she said, "you're so clever, you tell us what
colour it should be."
The crowd went wild. One up to the home team, they thought. Ford
shrugged his shoulders and sat down again.
"Almighty Zarquon," he said, "have none of you done anything?"
This mailing list looks very much like what one would find if the
Hairdressers' Fire-Development Subcommittee had access to Google
Groups.
--
Tom Morris
http://tommorris.org/