text:
Board of Directors Meeting - July 16, 2014
[23:07:33] <xlefay> mrcoolbp, audioguy bryan Bytram chromas cosurgi juggs|afk Landon matt_ mattie_p mechanicjay NCommander paulej72 prospectacle TheMightyBuzzard
[23:07:34] <mrcoolbp> Guys, this is a "Board Meeting," we are discussing business matters, not interstaff and procedural stuff.
[23:07:38] <xlefay> ^^ I think we're starting.
[23:07:41] <NCommander> We should get that BlackHole guy on staff :-P
[23:07:53] <mrcoolbp> matt_ ready?
[23:08:02] <matt_> Ready to call to order today's meeting of the Board of Directors of SoylentNews PBC?
[23:08:09] <matt_> First, a reminder that until we adopt an amendment to the bylaws to allow board meetings on IRC, a conservative interpretation of our bylaws suggests that actions that we take here should be unanimous and followed up with an email confirmation to ensure that said actions are binding. Addressing this with an amendment to the bylaws is an item on the agenda for today's meeting.
[23:08:17] <matt_> On that note, so far, I only have 5 items for today's agenda:
[23:08:22] <matt_> 1. Review the minutes of the last meeting.
[23:08:26] <matt_> 2. Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag).
[23:08:30] <matt_> 3. Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.).
[23:08:34] <matt_> 4. Any other business (community involvement in corporate governance, SN policies and procedures manual, including: staff appointment & authority, account and password management, individual team policy, policy on retaining records, etc.).
[23:08:37] <matt_> 5. Adjourn.
[23:08:41] <matt_> Any objections to this agenda or any items to add (remember that items can be added later at any point)?
[23:08:56] <NCommander> No objections here
[23:09:04] <Bytram> none here
[23:09:06] <mrcoolbp> no objections
[23:09:13] <matt_> Great! First up, Item 1: Review the minutes of the last meeting.
[23:09:17] <matt_> At the last meeting, the Board adopted 7 resolutions:
[23:09:22] <matt_> Resolved: The Certificate of Incorporation and Bylaws are hereby ratified in their current form.
[23:09:25] <matt_> Resolved: Michael Casadevall is the President of SoylentNews PBC.
[23:09:29] <matt_> Resolved: Michael Casadevall is the Chief Executive Officer of SoylentNews PBC.
[23:09:33] <matt_> Resolved: Ben Prentice is the Treasurer of SoylentNews PBC.
[23:09:41] <matt_> Resolved: Matt Angel is the Secretary of SoylentNews PBC.
[23:09:45] <matt_> Resolved: The Board authorizes opening a business checking account at Bank of America in the name of the Corporation.
[23:09:50] <matt_> Resolved: The Board authorizes opening a PayPal account in the name of the Corporation.
[23:09:54] <matt_> Several other items were discussed, but no other votes were taken.
[23:10:00] <matt_> The logs of the last meeting are available here: http://wiki.soylentnews.org
[23:10:07] <matt_> Any comments or shall we move on to: Item 2: Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag)?
[23:10:33] <xlefay> Are the non-voted on issues outlined specifically? Or just in the log itself?
[23:10:43] <matt_> just in the log at the moment.
[23:10:55] <NCommander> We probably need to define a standardized format of minutes
[23:10:56] <xlefay> A suggestion: It may be wise, to make a table with a list of resolved items and unresolved/not-voted-on items after this meeting.
[23:10:56] <Bytram> I have one thing
[23:11:11] <xlefay> NCommander, said it better than I did. :)
[23:11:12] <matt_> NCommander, i have a template for that :)
[23:11:13] <Bytram> was there any consideration given to a bank *other* than Bank of America
[23:11:27] <mrcoolbp> Bytram: yes
[23:11:30] <matt_> Bytram, a fair amount of consideration, yes.
[23:11:42] <Bytram> I personally have nothing against them, but wanted to ensure others were considered.
[23:11:49] <NCommander> there was quite a few reasons to go with BoA, and some against
[23:11:53] <Bytram> I'm good then, thanks!
[23:11:59] <xlefay> Are those considerations also outlined somewhere? Or also in the logs?
[23:12:01] <NCommander> BUt the pros outweighed the cons
[23:12:20] <matt_> xlefay, a number of the considerations are in the logs, several came up in irl meetings.
[23:12:20] <NCommander> xlefay, I think the pro/con didnt make it into the log fully, that was mostly RL meetings we had last month
[23:12:39] <Bytram> I did not see any discussion in the logs
[23:12:52] <xlefay> I realizes, there's a lot of "documentational" work here, perhaps, we should standardize such templates as well, even though it can be somewhat of a pain to document those things - they might be useful for future references?
[23:13:02] <NCommander> ^- that
[23:13:05] <matt_> Bytram, i think the logged discussion related mainly to the availability of branches in different locations.
[23:13:07] <xlefay> (from this point forward)
[23:13:25] <mattie_p> hey folks, sorry I'm late
[23:13:30] <mrcoolbp> that's okay
[23:13:38] <mrcoolbp> wb
[23:13:43] <mattie_p> thanks
[23:13:59] <Bytram> in light of the foregoing, I propose an agenda item for discussing a standard "format" for board meetings
[23:14:56] <matt_> added to Item 4.
[23:15:05] <matt_> Ok, getting back to the agenda:
[23:15:07] <xlefay> In addition a question, how much time has been allocated to this meeting? Has there been a predefined length or?
[23:15:13] <Bytram> matt_: thank-you.
[23:15:21] <mrcoolbp> xlefay: we did not alot a timeslot
[23:15:31] <matt_> xlefay, we were very self-disciplined last time, and kept it to 2 hours, despite having a lot to go over.
[23:15:44] <matt_> xlefay, i think that sounds like a reasonable maximum.
[23:15:59] <xlefay> mrcoolbp, thanks. In the future, we should also keep that in mind. So everyone can schedule accordingly.
[23:16:10] <mrcoolbp> xlefay: noted, thank you.
[23:16:12] <xlefay> I agree, anyway, please do go on. Don't want to hold things up.
[23:16:21] <matt_> Ok, back to Item 2: Updates on progress towards financial stability (bank and payment-processor accounts, subscriptions, swag).
[23:16:26] <Bytram> IIRC, our very *first* staff meetiong also lasted approximately two hours.
[23:16:31] <matt_> Since the last meeting, we opened a business checking account at Bank of America and a paypal account, and set them up to receive payments.
[23:16:37] <matt_> mrcoolbp and I have debit cards, which we can use to pay for hosting, etc., as soon as funds are available.
[23:17:04] <NCommander> I've gone through ALL the old receipts and compiled an initial set of books when I fired off to mrcoolbp
[23:17:19] <mrcoolbp> I can confirm all of that
[23:17:22] <NCommander> so we know roughly how deep the hole is, and who owns which parts of it
[23:18:09] <xlefay> .voice matt_
[23:18:25] <mrcoolbp> ?
[23:18:32] <mrcoolbp> .voice matt_
[23:18:38] <mrcoolbp> .voice matt_
[23:18:43] <xlefay> .voice matt__
[23:18:45] <matt__> thanks
[23:18:48] <matt__> Comments? Otherwise we can move on to: subscriptions: NCommander, were you and paulej72 able to make any headway on the backend?
[23:19:03] <Bytram> mrcoolbp: do you have a rough summary of where we stand financially?
[23:19:08] <mrcoolbp> yes
[23:19:14] <NCommander> .op
[23:19:21] <NCommander> to hell with that
[23:19:28] <mrcoolbp> NCommander: I'll let you take those two questions
[23:19:30] <paulej72> I was busy with the irc migration and did not work on that
[23:20:00] <NCommander> Real life kinda derailed for me, miniminal progress
[23:20:17] <mrcoolbp> okay so no progress on the Subscription Code
[23:20:23] <NCommander> Sorry :-/
[23:20:25] <matt__> ok, is that still a top priority?
[23:20:27] <mrcoolbp> Ncommander: summary of financials?
[23:20:36] <NCommander> Give me a sec, let me fire up gnucash
[23:21:03] <NCommander> ... still firing up gnucash
[23:21:18] <NCommander> So, as of today
[23:21:38] <NCommander> We're $3,217.58 USD in the hole.
[23:21:46] <mrcoolbp> that's what I have as well
[23:21:53] <matt__> that sounds about right.
[23:22:25] <NCommander> Dividing on money in v. money out, most of that is owed to Matt, at a toal value of $2,484, and $833 to me.
[23:22:31] <mrcoolbp> NCommander: are subscriptions a top business priority right now?
[23:22:45] <NCommander> I believe so, they are, as they say, low hanging fruit
[23:22:52] <mrcoolbp> great
[23:23:05] <matt_> Ok, next is swag: mrcoolbp, how goes it?
[23:23:09] <mrcoolbp> okay
[23:23:23] <mrcoolbp> So we have a mock-up of the store setup
[23:23:34] <mrcoolbp> techincally things can be purchased right now
[23:23:49] <mrcoolbp> But there was a small hangup on the Tagline "...is people"
[23:23:59] <matt_> mrcoolbp, do you want to add additional designs/items before going live?
[23:23:59] <mrcoolbp> I wanted to resolve that here before we move forward
[23:24:07] <matt_> ok, good point.
[23:24:14] <xlefay> Could we get a preview/screenshot of said mock-up? So we can visualize it?
[23:24:22] <mrcoolbp> xlefay: sec
[23:24:27] <mrcoolbp> matt_: at the very least I'd like to spend a few hours on setting it up proper
[23:24:37] <mrcoolbp> especially after we resolve the tagline issue
[23:24:47] <mrcoolbp> (I think that's it for my update)
[23:25:04] <xlefay> And what kind of "swag" are we selling? Like, t-shirts, hats, usb sticks?
[23:25:11] <Bytram> Given the pent-up demand, I would prefer a couple extra day's time to get it solid before opening us up for potential troubles
[23:25:12] <xlefay> planning on selling*
[23:25:20] <paulej72> also I suggested we needed to add the url to the design as well
[23:25:25] <mrcoolbp> ^^^
[23:25:36] <matt_> so, my opinion of the tagline issue is: 1. it seems very unlikely that anyone will complain, 2. if we do get a letter or communication from someone who is unhappy with us using the tagline, we can probably work something out with them, and 3. since we aren't warehousing huge amounts of merchandise, it wouldn't be too difficult to change it later.
[23:25:39] <xlefay> Perhaps, a QR code or something similar would also be benefitial considering most people have a smart phone?
[23:26:27] <mrcoolbp> Screenshot of the 1st draft of the store: http://imgur.com
[23:26:44] <xlefay> Where's the bacon++?! (hah)
[23:26:53] <mrcoolbp> !todo bacon++ items
[23:26:53] <Bender> todo item 22 added
[23:27:01] <matt_> mrcoolbp, what are your thoughts on the tagline issue?
[23:27:06] <NCommander> so we proceed w/ the tagline?
[23:27:09] <NCommander> as is?
[23:27:21] <mrcoolbp> matt_ I'm not well versed on the issue, I'll defer to your understanding of it
[23:27:25] <xlefay> I think that looks amazing. Are there also plans on selling USB-sticks with SoylentNews stamped logo's? As for the tagline, SoylentNews .. is people!
[23:27:26] <Bytram> Is this the proper time/place to discuss the *particulars* of the SWAG items? I'd suggest wse just recognize the need for the discussion, and if need be, have someone volunteer to lead the discussion and report back.
[23:27:40] <mrcoolbp> xlefay: I have it noted, I just haven't gotten there
[23:27:59] <mrcoolbp> Bytram: the tagline issue yes
[23:28:06] <mrcoolbp> which items we are offering no
[23:28:24] <xlefay> Bytram, I concur. That would seem like the most logical course of action, to set up a task force for it, and have the taskforce deal with the selection of items in the store.
[23:28:29] <matt_> Bytram, the board just needs to make sure that we don't decide on something that places the corporation at unnecessary legal risk.
[23:28:29] <Bytram> I fully agree. thanks. What is the potential issue with the tag line?
[23:28:42] <mrcoolbp> matt_, NCommander: I will get to fleshing out the store ASAP, it will be on the top of my todo
[23:28:47] <mattie_p> Bytram: probably copyright or trademark infringement from the movie
[23:28:54] <matt_> mrcoolbp, sounds good!
[23:29:05] <matt_> Next, Item 3: Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.).
[23:29:06] <NCommander> mattie_p, that was my concern
[23:29:17] <matt_> unless there are any remaining swag issues...
[23:29:22] <Bytram> yes
[23:29:41] <Bytram> are we self-hosting the swag store; shipping, billing and all that?
[23:29:41] <mrcoolbp> = /
[23:30:03] <mrcoolbp> Bytram: negative, we went with a 3rd party solution due to resource constraints
[23:30:03] <matt_> Bytram, the swag store is on CafePress.
[23:30:21] <Bytram> do they get a cut of the sales, and if so, how much?
[23:30:27] <xlefay> Bytram, matt_, perhaps, a task force for dealing with those items would be the best? Then, that taskforce can make recommendations to the staff and/or board?
[23:30:29] <mrcoolbp> Bytram: self-hosting and shipping ourselves would take a huge amount of work
[23:30:37] <matt_> Bytram, oh, that's a really good point. We need to decide on the markup.
[23:30:49] <mrcoolbp> Bytram: of course they do, they set a base price and we set markup
[23:30:50] <xlefay> Regarding, whether we oursource things, what items are in the store, etc.
[23:31:03] <Bytram> mrcoolbp: I *fully* agree on self-hosting being work-intensive.
[23:31:06] <matt_> xlefay, that is a good idea too. my understanding is that mrcoolbp is currently leading that task force.
[23:31:17] <mrcoolbp> xlefay: I would love a taskforce on the specifics, I can make the rest happen
[23:31:28] <mrcoolbp> any volunteers?
[23:31:37] <xlefay> matt_, I see. Than I suggest, we wait till mrcoolbp and his team (which he'll assemble) make a recommendation.
[23:31:48] <xlefay> mrcoolbp, count me in. I would be delighted to help out!
[23:32:10] <mrcoolbp> xlefay: I'll send you an email, and send one out to staff soliciting other volunteers
[23:32:14] <matt_> xlefay, that sounds good to me. shall we aim for about a week from today? does that sound reasonable?
[23:32:26] <mrcoolbp> okay, any other swag issues? NCommander: are we okay with going WITH the tagline for now?
[23:32:45] <xlefay> matt_, I believe that question is supposed to be targeted to mrcoolbp, since it's his taskforce :-)
[23:32:50] <mrcoolbp> matt_ we can have a store ready-to-go in 7 days, yes
[23:32:51] <Bytram> I have a question on how the task force will report back... e-mail to email@example.com? Post it on the wiki? How?
[23:33:02] <NCommander> Ulitmately, I'm worried about us getting sued out of existence for it since we'd be directly profitting
[23:33:12] <NCommander> On the other hand, Soylent (food product) exists and hasn't been sued so ...
[23:33:12] <mattie_p> re Tagline: I'm searching the USPTO and there are two live trademarks on soylent, one for the food and one by WB
[23:33:21] <mrcoolbp> Bytram: I'll make the final decisions availalble on the staff list
[23:33:35] <xlefay> Bytram / mrcoolbp , I suggest, we make one or multiple wiki pages, in which we'll disclose our findings and our recommendations. And then send that link to the staff.
[23:33:39] <Bytram> mrcoolbp: that's great! thank you very much!
[23:33:52] <NCommander> so, assuming we accept this as acceptable risk
[23:33:56] <NCommander> I don't have an issue with it
[23:34:10] <matt_> ok. ready to move on?
[23:34:17] <mrcoolbp> I am
[23:34:17] <xlefay> mrcoolbp, that'll allow us to, also be open regarding our process and the particular details. Thoughts?
[23:34:21] <Bytram> was there a vote here?
[23:34:28] <mrcoolbp> xlefay: great, let's discuss that later
[23:34:37] <xlefay> mrcoolbp, agreed. :)
[23:34:39] <NCommander> Bytram, vote on what?
[23:34:39] <mrcoolbp> = )
[23:34:46] <xlefay> moving on then ;-)
[23:34:57] <matt_> <+matt_> Next, Item 3: Discuss remaining issues related to setting up the corporation (amending the bylaws to allow meetings on IRC, stock proposal, etc.).
[23:35:04] <matt_> First, amending our Bylaws to allow meetings on IRC. (For those not here for the last meeting, our Bylaws may or may not allow meetings on IRC, but the Board can still take "action without a meeting" as long as it is unanimous and in writing.)
[23:35:05] <mrcoolbp> (matt_ Bytram is wondering if that issue required a vote)
[23:35:16] <Bytram> we have agenda items, and it would be good to note whenever we finish an item, what the conclusion/result was
[23:35:35] <matt_> mrcoolbp, oh. Bytram, to be safe the board should authorize the opening of the store, when it is ready.
[23:35:45] <Bytram> EXACTLY!
[23:35:56] <mrcoolbp> matt_ that works for me (Bytram we aren't "ready" yet)
[23:35:57] <matt_> Bytram, yes. so far, we have just been noting when we finish agenda items that require a vote.
[23:36:34] <matt_> Bytram, one of the benefits of a 3-person board is that we don't have to worry too much about sticking to the details of parlimentary procedure :)
[23:36:38] <Bytram> matt_: I have been at too many meetings where there has been lots of disussion
[23:36:43] <xlefay> matt_, regarding item #3, I think allowing meetings on IRC is fine, but I do believe we should have a format for doing so. It can get quite complicated, multiple conversations running at once, etc. So we'll need to prevent that.
[23:36:59] <Bytram> and when the meeting was over, it was unclear who was doing what by when
[23:37:05] <xlefay> (e.g. focussing on one thing at a time)
[23:37:18] <matt_> xlefay, yes. however we decide to do it, i strongly suggest that we confirm any decisions made at a meeting immediately after the meeting via email.
[23:37:28] <mrcoolbp> ^^
[23:37:34] <NCommander> xlefay, we need to fix the bylaws to formally allow it, kinda an oversight >.<;
[23:37:54] <matt_> so i was hoping that we could vote on that amendment at this meeting.
[23:38:00] <matt_> Shall we take a vote on amending the Bylaws to allow meetings on IRC?
[23:38:03] <xlefay> NCommander, I understand. I'm just suggesting we discuss what kind of format before we do so.
[23:38:26] <xlefay> Otherwise, we'll allow it, but there's no proper format to do so, and things can get messy down the road, which isn't what we want.
[23:38:55] <NCommander> point taken
[23:39:22] <matt_> Any objections to voting on the issue of whether to allow board meetings on irc?
[23:39:24] <Bytram> these are the corporate bylaws that I reviewed a few weeks ago?
[23:39:30] <matt_> Bytram, correct.
[23:39:38] <Bytram> okay, thanks.
[23:39:47] <xlefay> Just out of curiosity. This is already a board meeting, and yet, it isn't formally allowed by, the bylaws? That seems rather odd, lol
[23:40:00] <matt_> exactly why i suggest we vote to fix that =)
[23:40:07] <mrcoolbp> matt_ no objections, can we add discussion of meeting format as another topic?
[23:40:17] <xlefay> matt_, the only objection I have is, that we first define a format to have such meetings, when we have that, I see no objection, not from me at least.
[23:40:31] <matt_> xlefay, our bylaws allow "action without a meeting", by unanimous written consent of the board.
[23:40:36] <mrcoolbp> ^^^
[23:40:36] <xlefay> Then again, I'm not even sure if I'm on the board as it stands so.... rather confused about that ;)
[23:40:45] <xlefay> I see, that's cool.
[23:40:49] <mrcoolbp> xlefay: you are not currently on the board
[23:40:54] <Bytram> so there are two questions here... (1) whether or not to allow board meetings on IRC, (2) what changes are required in the bylaws to support said change
[23:40:55] <xlefay> ah I see
[23:41:03] <matt_> mrcoolbp, added to Item 4.
[23:41:05] <mrcoolbp> thanhks
[23:41:42] <mrcoolbp> Bytram: that would be the change
[23:41:55] <matt_> ok, so i have prepared a question for the vote. if we are ready to vote, i can pose the question :)
[23:42:01] <mrcoolbp> NComander: shall we vote on item #3?
[23:42:19] <NCommander> lets have the question specifically written up then vote
[23:42:28] <xlefay> (just one question, as this is a board meeting, or at least, sort-of, does staff opinion/vote weigh in or?)
[23:42:41] <mrcoolbp> xlefay: that's why you are here
[23:43:09] <matt_> NCommander, i have a question written up, which I can present if you are ready to vote on it. Of course, you can vote "No" if you don't like the wording...
[23:43:13] <xlefay> mrcoolbp, cool, just making sure. The "board meeting" subject in the e-mail implied it was for the board, but since I'm not on said board, I got a tiny bit confused.
[23:43:14] <mattie_p> Query: If the board isn't sure it can have meetings on IRC: will a vote taken in an IRC meeting be valid?
[23:43:16] <mrcoolbp> you don't get to vote (unless you are on the board) but we are hearing opinions for sure
[23:43:19] <Bytram> from my reading of the bylaws, the community is invited to attend and to voice their views so that the board can make an informed decision.
[23:43:32] <matt_> xlefay, staff opinion certainly weighs in, but only the current Directors may vote by law.
[23:43:39] <mrcoolbp> mattie_p "action without a meeting"
[23:43:51] <mrcoolbp> mattie_p technically this "isn't a board meeting"
[23:43:56] <mrcoolbp> as I understand it
[23:44:10] <matt_> mattie_p, from the logs of our last meeting:
[23:44:11] <matt_> First: Our simple bylaws do not specifically allow board meetings over irc :( and we had less than the required 2 business days notice of this meeting :( but that's ok because we can take action without a meeting according to Article III, Section 11: "Action without a Meeting" :)
[23:44:17] <matt_> This works as long as "all members of the Board of Directors [...] consent thereto in writing or by electronic transmission, and such writings or electronic transmissions are filed with the records of the meetings of the Board of Directors", because "Such consent shall be treated as a valid and proper vote of the Board of Directors or committee thereof for all purposes".
[23:44:21] <matt_> So, long-story short, any decisions that we make here need to be unanimous to be binding. We can change this by voting to amend the bylaws during this meeting, if you want, or we can leave that for later.
[23:44:39] <mattie_p> mrcoolbp, matt_ thanks for the clarification
[23:44:46] <mrcoolbp> np
[23:44:58] <Bytram> thanks for the clarification
[23:45:10] <mrcoolbp> okay: move to vote on #3
[23:45:12] <xlefay> matt_, thanks for the full explanation & clarification. It's much appreciated. Anyway, I suggest we just move to the vote.
[23:45:26] <matt_> cool. NCommander, ready?
[23:45:44] <NCommander> Call the vote
[23:45:49] <matt_> All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the Corporation to allow the Board of Directors to take action without a meeting, such that
[23:45:53] <matt_> Aye!
[23:46:02] <NCommander> aye
[23:46:05] <NCommander> wait
[23:46:08] <NCommander> where the rest of it
[23:46:14] <mrcoolbp> such that...
[23:46:14] <NCommander> "such that ..."
[23:46:25] <matt_> please stand by :)
[23:46:57] <matt_> it was too long :(
[23:47:06] <matt_> ok, a 2-parter. please stand by :)
[23:47:15] <xlefay> I cannot, as a staff member, agree with such an amendment unless, a format is first declared. So that, meetings on IRC will be properly structured and be sound. That's, my take on it anyway...
[23:47:26] <xlefay> but, feel free to ignore that hehe :P
[23:47:43] <NCommander> xlefay, the format doesn't need to be locked in the bylaws
[23:47:46] <mrcoolbp> xlefay: a discussion on the format is forthcoming already
[23:48:00] <xlefay> NCommander, true, but it should be declared (say, on the wiki)
[23:48:05] <matt_> All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the
[23:48:09] <matt_> Corporation to allow the Board of Directors to take action without a meeting, such that any such action shall require the vote of a majority of the Directors then in office, confirmed by email to the Secretary of the Corporation, to be binding and effective):
[23:48:29] <NCommander> xlefay, and it will be, but this is just fixig the bylaws so we can formally do it on IRC at all
[23:48:52] <Bytram> matt_: question....
[23:49:00] <NCommander> matt_, still seems bifuricated, stuff it on pastebin.com or something
[23:49:10] <NCommander> or maybe xchat being stupid
[23:49:11] <Bytram> are we over-specifying by mentioning "IRC"...
[23:49:13] <NCommander> I see the whole thing now
[23:49:21] <matt_> Bytram, it is complete.
[23:49:24] <mrcoolbp> bytram: no
[23:49:37] <matt_> i meant NCommander :)
[23:49:54] <paulej72> does this till have the x days stuff in effect
[23:50:12] <matt_> Bytram, what other means would you envision wanting to use for a board meeting?
[23:50:22] <xlefay> NCommander, mrcoolbp, I have full faith in the board and the staff, but.. this is binding so I generally feel safer if something is first declared/written up/proposed before it is decided, just to avoid misunderstandings and the likes later on. This is just me "playing it safe", feel free to disregard it
[23:50:34] <matt_> paulej72, the final text will have to be approved via email.
[23:50:42] <mrcoolbp> xlefay: it's been duly noted
[23:50:52] <mrcoolbp> I'm gonna vote:
[23:50:54] <mrcoolbp> Aye!
[23:51:03] <Bytram> so, IRC and *ONLY* IRC? No other real-time chat-type system would be permitted. i don't know of any specific alternative off-hand, but it is an *instance* of a *class* of communication tools.
[23:51:05] <matt_> xlefay, paulej72, the issue is that normally, this would be attached to an email or presented at a meatspace meeting, etc.
[23:51:16] <mrcoolbp> Bytram: we can always ammend later.
[23:51:43] <NCommander> Bytram, this is for regular BoD meetings, special meetings can be in any formal, meatspace or virtual space
[23:51:54] <matt_> Bytram, if we wanted to use an alternative means, it would be easy to amend the bylaws again.
[23:51:56] <xlefay> Also, I suggest, that, those decisions are only binding if they are, indeed, properly documented.
[23:52:07] <Bytram> NCommander: like a conference call? If so, I'm good then.
[23:52:10] <NCommander> and if we're going to move those somewhere else, we should have to vote on it
[23:52:17] <xlefay> (with of course, those predefined templates)
[23:52:18] <Bytram> agreed.
[23:52:22] <NCommander> Bytram, that's already explicately allowed by the current bylaws
[23:52:28] <matt_> xlefay, thus the "shall be confirmed after said meeting by email" line.
[23:53:09] <xlefay> matt_, I meant, on a public forum - since, we are for the public benefit? Say, the wiki? Of course, I understand if there are exceptions to certain decisions.
[23:53:18] <Bytram> NCommander: yes, I'd forgotten about that temporarily. thanks for the reminder. I'm good.
[23:53:24] <mrcoolbp> xlefay: please bring that up at the format discussion
[23:53:47] <xlefay> mrcoolbp, will do. Just figured I'd lay it out there, for possible amendment into the amendment itself.
[23:53:58] <matt_> xlefay, we are posting the minutes on the wiki. Once we have an actual official meeting (if we amend the bylaws to allow such a thing over IRC, for example), the minutes will be placed on the wiki in a standard format, i would think.
[23:54:28] <NCommander> anyway, Aye
[23:54:34] <mrcoolbp> Aye
[23:54:45] <xlefay> matt_, that's good - but shouldn't that be a requirement, for the sake of completeness? (forgive my questions, just ensuring I fully understand)
[23:54:50] <matt_> hah! to the question 50 lines up :D let me restate it:
[23:54:59] <matt_> All those in favor of amending the Bylaws of the Corporation to allow meetings of the Board of Directors to be held on IRC, such that any votes taken at such a meeting shall be confirmed after said meeting by email to the Secretary of the Corporation to be binding and effective, (or, in the event that such a meeting would be unlawful, to amend the Bylaws of the
[23:55:04] <matt_> Corporation to allow the Board of Directors to take action without a meeting, such that any such action shall require the vote of a majority of the Directors then in office, confirmed by email to the Secretary of the Corporation, to be binding and effective):
[23:55:09] <mrcoolbp> Aye!
[23:55:11] <matt_> Aye!
[23:55:18] <NCommander> Aye
[23:55:20] <matt_> Resolved.
[23:55:25] <matt_> Great! I will circulate the text of the amendment for final approval once I have it ready.
[23:55:41] <NCommander> yay
[23:55:44] <matt_> Now, on to the proposal for issuing common stock to NCommander and myself to facilitate the transfer of assets from us to the Corporation without placing the Corporation in debt.
[23:55:53] <matt_> Did you guys have a chance to review the document that I sent? If so, what did you think of it? Would you like me to recap the purpose/benefits of this proposal?
[23:56:05] <mrcoolbp> yes please
[23:56:14] <matt_> To recap, this agreement accomplishes the following:
[23:56:18] <NCommander> briefly, not sure, yes
[23:56:19] <matt_> 1. SoylentNews acquires all rights to its own accounts, data, domains, etc., which are currently owned by Michael and myself.
[23:56:24] <matt_> 2. SoylentNews gets long-term liabilities for start-up costs off of its books (i.e., SN is not in debt to anyone). If, once SN is financially stable, we wanted to reimburse start-up costs, the board could authorize the payment of a dividend, etc.
[23:56:27] <matt_> 3. The agreement provides a mechanism for us to contribute some cash directly to SN, which would allow SN to start directly paying for hosting, etc., thus minimizing accumulation of personal expenses for which we would later want to seek reimbursement. If this is of interest, we should discuss the amounts of cash that we would want to contribute. I included $700 for me as an example in the attachment.
[23:56:32] <matt_> 4. Tax implications are minimal because there are no restrictions that will lapse (e.g., vesting). If we wanted to include a vesting schedule, we would include that in a separate shareholder's agreement, which would be a bit more complicated (although I do have a template). This would then likely require the 83(b) election that I mentioned in our last meeting, unless we decided to impose vesting restrictions later.
[23:56:37] <matt_> 5. If the same number of shares are issued to Michael and to me, then there will be no change in authority relative to the current situation with a 3-member board that includes the two of us. For example, it would not be possible to accidentally sell the corporation to DICE, as both Michael and I would have to agree to such a sale :)
[23:56:47] <matt_> i think that's pretty much it. =)
[23:57:30] <xlefay> I think that speaks for itself.. as a non-board member, let me just say "aye"
[23:57:35] <mrcoolbp> heh
[23:57:50] <Bytram> matt_: is this *common* stock or *capital* stock?
[23:57:55] <mrcoolbp> common
[23:57:59] <matt_> Bytram, those two are the same thing for us :)
[23:58:06] <mrcoolbp> oh
[23:58:17] <matt_> Bytram, our Certificate of Incorporation doesn't allow us to issue Preferred Stock or any other kind of capital stock.
[23:58:31] <Bytram> ahhhhh, got it now. thanks!
[23:58:37] <NCommander> I admit I'm still concerned about possible tax stuff on both a personal and corporate level
[23:59:13] <NCommander> I'm willing to investigate further (I needo to talk w/ my accountant), and perhaps have things lined up for a formal yay/nay next meeting
[23:59:20] <matt_> NCommander, the key with this is: if we want to do it, we should do it before the stock has any value, otherwise it gets more complicated.
[23:59:31] <mrcoolbp> = /
[23:59:33] <NCommander> Well, that's going to take awhile
[23:59:41] <NCommander> with making sure we have proper provisions in allowing the PBC to buy itself back
[23:59:51] <mrcoolbp> yes, agreed
[00:00:27] <mrcoolbp> NCommander, matt_: it's true that we don't currently have a revenue stream, but we do have plans in place to start that going
[00:00:31] <Bytram> NCommander: I'm not so sure about how long it would take; between subscriptions and swag, we could be in the black in a few weeks.
[00:00:52] <matt_> normally this type of agreement is done within 2-3 days of incorporation :/
[00:01:05] <Bytram> NOTE: *could* not necessarily *will*.
[00:01:12] <matt_> to eliminate any possibility that the stock has increased in value between incorporation and issuance.
[00:01:27] <matt_> NCommander, when can you talk with your accountant?
[00:01:53] <NCommander> probably this week
[00:02:27] <matt_> ok. i know that you're planning a trip soon, do you think it would be realistic to try to sqeeze in a meeting before then, at least on this issue?
[00:02:45] <NCommander> My concern with issuing stock of any kind is it means that part of the corporation isn't owned by itself. Lets say a year from now, we're in the black you have got stock though for the site
[00:03:07] <NCommander> And then hit a personal issue like bankruptecy and sell assets to a third part :-P
[00:03:08] <Bytram> can the board agree now to have the corporation issue stock, contingent on NCommander's discussion with his accountant and acceptance of it?
[00:03:27] <matt_> NCommander, oh, this is a key point. The Board of Directors has to approve all transfers of stock.
[00:03:28] <mrcoolbp> NCommander: I don't beleive they can be sold to a third party
[00:03:34] <mrcoolbp> ah that
[00:03:37] <matt_> NCommander, so you're not allowed to sell it without board approval.
[00:03:43] <matt_> that's in our bylaws.
[00:03:58] <NCommander> ALright
[00:04:15] <NCommander> I'm willing to approve a tentative approval to make sure I'm not upsetting a legal mess
[00:04:31] <matt_> approve a tentative approval :?
[00:04:32] <paulej72> so what happens if someone does sell it. is the stock void?
[00:04:43] <matt_> paulej72, the sale is null and void.
[00:04:50] <paulej72> ok
[00:05:08] <NCommander> matt_, basically, make it hinge on me talking taxes w/ my personal accountent, and if he doesn't see any issues for my person issue, ACK
[00:05:25] <juggs> could a majority of board members cause the bylaw that forbids the sale of stock to be removed?
[00:05:33] <matt_> ok. i can adjust my pre-prepared voting language to that effect.
[00:05:43] <matt_> juggs, yes.
[00:05:45] <NCommander> juggs, yes
[00:05:46] <mrcoolbp> juggs: yes
[00:05:55] <NCommander> wow, echo
[00:06:03] <juggs> ha
[00:06:07] <juggs> I hear ya!
[00:06:27] <matt_> ok, please stand by for a vote. of course, let me know if you have any questions/issues with the following language.
[00:06:34] <matt_> this is a long one :)
[00:06:45] <matt_> All those in favor of authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Michael Casadevall at a purchase price of $0.10 per share, payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Matt Ang
[00:06:49] <matt_> payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and resolving that the form of the Founder's Common Stock Subscription Agreement be, and hereby is, adopted, ratified and approved, and that the sale and issuance of Common Stock to each of the above named persons shall be conditioned upon the receipt by the Corporation of (a) the purchase price for said stock and (b)
[00:06:53] <matt_> Agreement, including executed copies of any and all documents attached thereto as exhibits, and that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to take such further action and execute such additional documents as each may deem necessary or appropriate to carry out the purposes of this resolution:
[00:07:44] <mrcoolbp> matt_ are we getting message truncation again?
[00:07:49] <mattie_p> looks like you missed a few words in there
[00:07:55] <matt_> mrcoolbp, i think that came through.
[00:08:04] <matt_> mattie_p, let me triple-check.
[00:08:05] <mattie_p> matt_: your name didn't
[00:08:09] <Bytram> first paragraph, your name is incomplete
[00:08:25] <Bytram> matt_: ^^
[00:08:28] <paulej72> flood control
[00:08:39] <matt_> *sigh
[00:08:46] <juggs> :D
[00:08:49] <matt_> ok, trying again :)
[00:09:10] <paulej72> paste in smaller chunks
[00:09:16] <NCommander> matt_, pastebin.com or something similar is your friend
[00:09:19] <paulej72> submit between each
[00:09:37] <matt_> All those in favor of authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Michael Casadevall at a purchase price of $0.10 per share, payable in cash, or by any other form of consideration permitted by applicable law, including the
[00:09:44] <matt_> contribution of tangible property, and authorizing the officers of the Corporation to sell and issue 50,000 shares of the Corporation's Common Stock to Matt Angel at a purchase price of $0.10 per share,
[00:09:50] <matt_> payable in cash, or by any other form of consideration permitted by applicable law, including the contribution of tangible property, and resolving that the form of the Founder's Common Stock Subscription Agreement be, and hereby is, adopted, ratified and approved, and that the sale and
[00:11:35] <matt__> Agreement, including executed copies of any and all documents attached thereto as exhibits, and that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to take such further action and execute such additional
[00:11:40] <matt__> documents as each may deem necessary or appropriate to carry out the purposes of this resolution:
[00:12:15] <paulej72> .op
[00:12:34] <matt__> paulej72, i was flood-controlled :(
[00:12:43] <NCommander> matt_, pastebin is your friend, seriously
[00:12:46] <xlefay> matt__, hence why pastebin is suggested :)
[00:12:47] <NCommander> Its easier to read
[00:12:48] <juggs> missed a bit again around here "issuance of Common Stock to each of the above named persons shall be conditioned upon the receipt by the Corporation of (a) the purchase price for said stock and (b)"
[00:12:49] <mrcoolbp> .voice matt__
[00:13:00] <matt__> NCommander, ack. ok, pastebin next time, definitely!
[00:13:29] <matt__> anyway, i think everyone has the jist of it :)
[00:13:32] <NCommander> matt__, 50k shared is > what either of us owe though
[00:13:36] <NCommander> *shares
[00:13:38] <matt__> so, we can just do the final text over email.
[00:13:49] <matt__> NCommander, it's at $0.10 per share.
[00:14:01] <NCommander> 50000*.10 == 5000
[00:14:05] <juggs> $5K each?
[00:14:07] <matt__> NCommander, we have to value our "Tangible and Intangible Property" in a way that the IRS, etc. will accept.
[00:14:11] <mattie_p> up to 50,000 shares are authorized to be sold, don't have to sell them all
[00:14:19] <NCommander> oh
[00:14:19] <matt__> so, for example, your contributions to date add up to a total value of $5000.
[00:15:26] <mrcoolbp> .voice matt_
[00:15:48] <matt_> Ok, so the last remaining step to get the Corporation officially set up is: I will collect all of the resolutions adopted by the board so far, including language for amending the Bylaws to allow meetings on IRC, and put together a "Unanimous Written Consent of the Board of Directors" document, which the three of us should sign.
[00:16:18] <mrcoolbp> okay
[00:16:24] <NCommander> k
[00:16:26] <matt_> Finally, Item 4: Any other business (community involvement in corporate governance, SN policies and procedures manual, including: staff appointment & authority, account and password management, individual team policy, policy on retaining records, etc.).
[00:16:37] <matt_> NCommander, how's your incorporation post going?
[00:17:20] <matt_> i ask, because i think that it would be nice to post the bylaws, etc. on the wiki, so that everyone can see them...
[00:17:50] <Bytram> matt_: point of order? was there a vote taken on the issuance of common stock?
[00:17:58] <mrcoolbp> negative
[00:18:10] <matt_> Bytram, due to technical issues, we will go with an email vote for that one, i think.
[00:18:22] <NCommander> matt_, its going very slowly
[00:18:30] <NCommander> I got about a 1/3rd through it
[00:18:30] <matt_> Bytram, since it didn't seem that there were any questions (unless i missed any).
[00:18:55] <Bytram> matt_: okay, thanks.
[00:19:42] <matt_> NCommander, also at the last meeting we had mentioned that your post would be a geat place to ask the community specifically how they would like to be involved in the governance of SoylentNews PBC.
[00:20:12] <mrcoolbp> yes, please throw that in there somewhere
[00:20:17] <matt_> let us know if you need any help with that, ok?
[00:20:32] <NCommander> mrcoolbp, its in there
[00:20:35] <NCommander> alright
[00:20:36] <mrcoolbp> great
[00:20:37] <matt_> Next is the SN policies and procedures manual.
[00:20:38] <NCommander> *already
[00:20:43] <mrcoolbp> On the Policy manual I have an update
[00:21:14] <mrcoolbp> Janrinok and I started drafting an SN Policy manual based on conversations with LaminatorX and matt_
[00:21:35] <mrcoolbp> once we have something readable, the plan is to circulate on the staff list for suggestions and criticisms
[00:22:08] <mrcoolbp> matt_ can you elaborate on "staff appointment & authority
[00:22:10] <mrcoolbp> ?
[00:22:43] <matt_> mrcoolbp, actually, i think that you probably already have that in there. basically, how does someone become "staff", and what authority do staff have.
[00:22:59] <mrcoolbp> oh, part of the policy manual got it
[00:23:00] <mrcoolbp> okay
[00:23:03] <mrcoolbp> account and password management: We have done a decent job of duplicating privledges and passwords on various accounts
[00:23:15] <mrcoolbp> but I think we need to do a once over on each account
[00:23:28] <mrcoolbp> I can work with paulej72 on making sure that is done
[00:23:43] <mrcoolbp> I think 3 people should be able to access each system
[00:24:09] <mrcoolbp> but we had discussed locking the keys in a container and needing mulitple people to unlock (food for thought)
[00:24:30] <matt_> nice. it sounds like you have a good grip on the issue. the question of SN's policy on retaining records came up recently, as well.
[00:24:35] <paulej72> would like it to be 3 qualified people, but we will tak what we can get
[00:24:39] <Bytram> mrcoolbp: do we have *one* place which itemizes *all* the (computer) accounts we have? Each system (e.g. Boron), service, DNS entries, *everything*?
[00:24:42] <mrcoolbp> paulej72: well said
[00:24:53] <mrcoolbp> Bytram, not compiled, I'll note that
[00:25:12] <Bytram> great! thank you.
[00:25:27] <xlefay> We can certainly get records from LDAP, as for local accounts - that'll require some inventorisation.
[00:25:28] <Bytram> might check with xlefay who has a pretty good list from setting up icinga, too.
[00:25:33] <mrcoolbp> matt_ that's all I have for now on that item, is now a good time to bring up a point from a staff memeber who couldn't make it?
[00:25:48] <mrcoolbp> Bytram: noted, thank you!
[00:26:10] <matt_> mrcoolbp, yes! we have reached the end of the agenda, so let's open the floor.
[00:26:22] <mrcoolbp> okay
[00:26:31] <mrcoolbp> <+mechanicjay> I'm wondering about regular meetings, their frequency and I'd like to see 1 weeks notice before future meetings. While that wont' be an idea time, it does give folks a chance to arrange their schedules accordingly.
[00:26:31] <mrcoolbp> <+mechanicjay> Also, now that incorporation has started, what are the responsibilities of regular old staff folks. Does the relationship between a volunteer staff person and the corporation get formalized at some point?
[00:26:51] <mrcoolbp> idea = ideal I think
[00:27:18] <mrcoolbp> the second one I'll add to my SN policy manual draft
[00:27:38] <mrcoolbp> I have "a template for that"
[00:27:43] <matt_> mrcoolbp, yes, the second one sounds like it would be perfect for the policy draft.
[00:27:45] <matt_> =)
[00:28:14] <mrcoolbp> matt_ is one week notice a good goal to shoot for?
[00:28:29] <matt_> mrcoolbp, as for the first one, it's also related to the policy draft, as it should be made clear that the board meetings are different than the staff meetings, i think.
[00:28:52] <mrcoolbp> matt_ if you want I can add a distiction to the manual
[00:29:03] <matt_> mrcoolbp, this also gets to the issue of electing additional directors, which we can do at any time.
[00:29:11] <matt_> mrcoolbp, yes please.
[00:29:13] <mrcoolbp> ah yes, nice segway
[00:29:17] <mrcoolbp> matt_ noted
[00:29:37] <matt_> also, i forgot one last item that was added to the agenda: discuss a standard format for board meetings
[00:29:50] <mrcoolbp> okay, so let's take those one at a time
[00:30:13] <mrcoolbp> first, are there any board positions that we feel should be fulfilled?
[00:30:24] <mrcoolbp> matt_ could you recap the common unfilled positions?
[00:30:33] <xlefay> oops, a bit too late, but... Additionally, when meetings are made in advance, people can easily - suggest topics/items ahead of time.
[00:30:47] <matt_> mrcoolbp, well there are really two questions there: do we want to elect additional Directors, and do we want to appoint additional officers.
[00:31:06] <mrcoolbp> matt_ can you elaborate on the difference?
[00:31:27] <Bytram> I'd appreciate a refresher, too.
[00:31:32] <matt_> xlefay, actually, wouldn't it be good if there were a wiki where people could raise issues, so that we would be sure to bring them up at the next meeting, whenever that meeting is?
[00:31:53] <mrcoolbp> matt_ that's a great idea
[00:31:55] <mattie_p> officers are "official" staff of the corporation, board members vote in these meetings. They do not necessarily overlap, although right now they do
[00:31:58] <xlefay> matt_, that's a great idea!
[00:32:31] <Bytram> how would/could they be different?
[00:32:41] <matt_> mrcoolbp, ok. so directors are directors (they take votes at board meetings, and the board has general responsibility for the corporation), while the officers are President, CEO, Treasurer, Secretary, and any number of Vice Presidents, Assistant Treasurers, Assistant Secretaries, etc., each of whom has specific duties.
[00:32:57] <paulej72> do we want team leaders to be board members?
[00:33:05] <matt_> mattie_p, exactly!
[00:33:08] <mrcoolbp> NCommander ^^
[00:34:06] <NCommander> paulej72, dev, Ieditoral, community, IRC?
[00:34:07] <mattie_p> officers run the day to day business of the corporation. board members control the overall direction and appoint officers, but do not make day-to-day operational business decisions
[00:34:08] <matt_> i would suggest that the officers should be given maximum leeway to discharge their duties, and that the board only step in on specific issues if there is a credible legal or financial issue.
[00:34:22] <NCommander> ack on what matt_ says
[00:34:32] <mattie_p> so each of the three board members currently has two hats, if you will
[00:34:43] <mrcoolbp> matt_ I ACK that as well
[00:35:17] <paulej72> yes NCommander
[00:35:35] <juggs> ack as in dislike?
[00:35:44] <xlefay> ack as in acknowledge I assume
[00:35:45] <mattie_p> ack = acknowledge
[00:35:50] <juggs> ty
[00:35:53] <Bytram> NCommander: and qa, too?
[00:35:53] <matt_> i would also suggest that the board be kept to a reasonable size to facilitate scheduling, discussion, and voting.
[00:36:09] <NCommander> Bytram, yes, but I also don't want to overcrowd the board
[00:36:19] <Bytram> NCommander: noted.
[00:36:39] <NCommander> I recommend we toss this on chillax or the mailing list, and bring it back up next meeting
[00:36:54] <mrcoolbp> NCommander: agreed
[00:36:54] <Bytram> matt_: in your experience, how large is "too big"?
[00:36:55] <paulej72> and should the board confirm the current team structure or do a restructure if we do make team leaders booard members
[00:37:20] <mrcoolbp> paulej72: we don't have an outline for the structure in any formal means
[00:37:32] <mrcoolbp> so I wouldn't feel right confirming that
[00:37:56] <matt_> Bytram, in the very early stages (e.g., now), it is helpful to keep it to 3, just to keep things moving forward. Pretty soon, i would imagine it could/should be increased, probably to a maximum of 5-ish.
[00:38:46] <juggs> I d/conned not sure if I missed anything :(
[00:38:57] <Bytram> matt_: thanks. My experience has been that many more than 6 or so and things take much longer to decide. thanks for the confirmation.
[00:39:01] <mrcoolbp> juggs: check the log after
[00:40:04] <matt_> Bytram, agreed. Also, there is a lot on the agenda in these early days, but pretty soon i would expect board meetings to need to happen less frequently, and have fewer major issues to discuss.
[00:40:28] <mrcoolbp> okay, so should we move on to the Format for Board Meetings on IRC?
[00:41:17] <matt_> ok. any thoughts?
[00:41:28] <Bytram> should we discuss that here, and now, or just agree we need one and work itout later?
[00:41:52] <Bytram> the details of the IRC board meeting, that is
[00:41:56] <mrcoolbp> maybe get someone on a task force that could propose something for another meeting?
[00:42:31] <Bytram> I'll take that.
[00:42:45] <mrcoolbp> Bytram: thanks, I'd suggest working with xlefay
[00:42:51] <mrcoolbp> okay, anything else?
[00:42:54] <mrcoolbp> did we miss anything?
[00:43:52] <Bytram> I can't think of anything off-hand.
[00:44:11] <matt_> i think that's it. so my tasks (aside from investigating pastebin) are: draft and send a "Unanimous Written Consent of the Board of Directors" that includes the proposed amendment to the bylaws, and everything else that has been decided so far.
[00:44:29] <NCommander> Mine are bang on the subscription code, and call accountent
[00:45:24] <mrcoolbp> mine are the policy manual and the store
[00:45:27] <Bytram> I'll work on a draft format for holding Board Meeting discussions on IRC.
[00:45:51] <matt_> NCommander, also to finish up your incorporation post?
[00:45:52] <mrcoolbp> I think that's it
[00:46:00] <NCommander> oh that too
[00:46:07] <NCommander> Beyond that, anything else, or can we close this ot?
[00:46:15] <matt_> All those in favor of adjourning?
[00:46:26] <Bytram> NCommander: I can help with the incorporation post
[00:46:28] <NCommander> aye
[00:46:29] <mrcoolbp> Aye!
[00:46:30] <matt_> Aye!
[00:46:32] <matt_> This Meeting of the Board of Directors of SoylentNews PBC stands adjourned!


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The Black Friday is coming and Slazenger Heritage is prepared to offer you the best discounts. You would be able to have the best vintage jumpers to the best prices and quality. As you may know, our Legend sweaters are made with Merino wool fibre, which mean a natural, biodegradable and renewable product.
If you are a lover of well made products, manufactured with a very careful process in which every detail is taken into account, Slazenger jumpers are made for you. Extraordinarily you will be able to enjoy Merino Wool's soft luxurious hand feel. So, don't hesitated, let your style talk about you.
Because of the importance of having distinction, from Slazenger Heritage we considered that style is about being remembered. As with our Legends, People who have made History thanks to the way they behave in certain important moments in their lives. And these moments wouldn't be the same without Slazenger Heritage.
Together with the top champions Slazenger Heritage has contributed to writing the most exciting pages in sports history. From the Slazenger Heritage soccer balls selected for the 1966 World's Cup to the iconic V-neck jumper worn by not only by professional golfers in the 60s & 70s, such as Severiano Ballesteros or Jack Nicklaus, but also by Sean Connery in the classic James Bond film, Goldfinger.
Black Friday and Slazenger Heritage
Since 1952, Black Friday has been regarded as the beginning of the Christmas shopping season in the U.S.A, and most major retailers open very early (and more recently during overnight hours) and offer promotional sales. Nowadays, it's a tradition in almost every part of the Occidental World, and because Slazenger loves history, we loves to bring to you this tradition.
In consequence of this Slazenger History and taking advantage of these days, we are happy to announce that Black Friday will bring to you amazing discounts, so be alert and you will discover how wonderful is to wear a legend.

subset: commoncrawl


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【Episode 4 summary】
In "Passion of Game Designers ~ in their early days ~," Keiichi Tanaka interviews about the passionate, young, and overreaching past of game designers, who struggled during the game industry's "adolescence," in the 1980s and 1990s.
For the 4th episode, we welcome guest Toshihiro Nagoshi, the SEGA games director of the hit series "Yakuza", which sold 9.5million copies with the unconventional theme of the taboo "Underworld."
In 2001, SEGA announced it's withdrawal from "house hold game consoles," filling the company with sighs and despair. But Mr. Nagoshi who devoted himself to developing a new genre ― what did he fight with and what was he trying to protect ―.
This passionate man's struggle is written here with an enthusiastic realistic style !(by editorial department)
【Look out for the 3 new projects by Mr. Nagoshi led "Yakuza Studio"】
On August 26, 2017 the development team "Yakuza Studio" of SEGA games "Yakuza," released 3 new projects at once! The series first online game "Yakuza ONLINE", "Yakuza Kiwami 2", a total remake of the former masterpiece, and "Hokuto ga Gotoku", a collaboration with "Fist of the North Star (Hokuto no Ken)"
"Yakuza ONLINE" centers around Ichiban Kasuga from the series "Shin Ryu Ga Gotoku," and is the first stage of this new series (Service is planned to begin in 2018 for iOS/Android/PC)
"Yakuza Kiwami 2" is the reborn masterpiece of the December 2006 released "Yakuza 2" with the dragon engine from "Yakuza 6." Look forward to December 7, 2017 when the PS4 game will be released with new elements such as extra scenarios and a new cast !
"Hokuto ga Gotoku" is a dream collaboration project between "Yakuza" and the popular manga "Fist of the North Star (Hokuto no Ken)", that was serialized in "Weekly Shonen Jump" from 1983 to 1988 (written/ Buronson, illustrated/ Tetsuo Hara). This action adventure game with a completely original story is planned to release in 2018 for PS4.
How impressive to release 3 projects at once… we can't keep our eyes off the passionate men in "Yakuza Studio" led by Mr. Nagoshi.


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Eight (yes 8!) Goals for This School Year
Every year I make two or three personal teaching goals for the coming year…but I never write them down and I rarely tell anyone. This year I have told many people, and I have more than a few goals – eight in all! Some of them are new for me and some of them are simply a desire to continue what I've been doing, but do it better. Still others I could really use some help with, so I'd love any feedback.
Here goes:
1. Step up my SBG game
Last year I tried my best to implement at least a version of Standards-Based Grading. It certainly wasn't "pure" SBAR, although I don't think that I want it to be. I gave a presentation at New Tech's Annual Conference about how we graded and ended up learning a lot from other teachers (go figure). One element I want to add this year for skills assessments is a simple rubric at the top (or bottom) of the quiz that lets learners know up front what will be considered "Proficient". Last year I made the determination about what "Proficient" meant after the quiz was already done. Big mistake.
[Update: It didn't take long to get more info on this one. The same day I posted it, I found this post from Dan Bowdoin…between his post itself and the plethora of links, I think I've got exactly what I need.]
2. Improved questioning and mathematical discourse
This is a repeat goal for me. How I interact with learners and the environment that we set up as a class for mathematical discussion has always been important to me, but boy do I need a lot of improvement. An eye-opener for me prior to last year was watching this video of Deborah Ball, dean of the School of Education at the University of Michigan, teaching a group of fifth grade students (scroll down to the BlueStream button). The eye-opener: never once does she say that an answer is right or wrong…she just facilitates the discussion so that the students make that determination. Recently, I came across David Cox's post on Creating a Culture of Questions and was amazed at how similar his description was to how I tried my best to run class last year. If anyone has other suggestions for resources on this kind of thing, particularly facilitating mathematical discourse, I would love to hear from you.
3. Continue having learners create tutorial videos
Last year we received some grants to have learners create tutorial videos (similar to Khan Academy only in the sense that they are videos – the value was in their creation, not their use). I saw many benefits in this process, but I made soooo many mistakes in its implementation. In fact, I have yet to upload any videos because I'm still deciding if I should – here is where they would go. The problem: I did not build in enough time for drafting, revision, reflection, and checkpoints. In other words, the final products ended up so full of mistakes that I may not be able to post them at all. Big lesson learned.
4. Provide a video alternative to practice (aka homework)
As I reflected on what went wrong with the tutorial videos, I thought that it would have helped if I'd had groups create a simple video of themselves explaining the concept on a whiteboard. Then I thought, why not do that for a regular assignment? I (and the learners) could get way more information about their understanding and their misconceptions from them explaining a single problem than I could from seeing thirty problems they've done on paper. The only issue is I haven't worked out exactly how to do it. We have mini-whiteboards, and every learner has a laptop with a webcam…suggestions???
(As a side note, I'd be remiss not to mention that I don't give homework very often, and only after its purpose is clear. Just saying.)
5. Give feedback in a more timely manner
Another repeat goal. I've got to get quicker at giving feedback to learners…I'm talking same day or next day. The value of it can't be overstated. I think I'll be able to do a better job this year; last year we were creating a new school – year two will be easier…right?
6. Continue to celebrate mistakes
I try to create an environment where it's understood that we are all learning together, and that mistakes are another tool to help us learn. Last year after handing back a practice assignment, we would celebrate our "favorite wrong answer" – an idea that I stole from Leah Alcala's "My Favorite No".
I also love the idea behind Michael Pershan's page, Math Mistakes, and he also tweeted this over the summer:
I haven't figured out the logistics yet, but I'd love to do this in my math class one way or another. Again, any suggestions would be awesome.
7. Math Whiteboarding!
Having followed Frank Noschese's blog, I've been interested in using whiteboards more effectively…but it didn't make it onto my plate last year. But now I've seen how Bowman Dickson has used whiteboarding for math, and Kelly O'Shea's mistake game sounds fantastic. I can't wait to try these out.
8. Incorporate more student passion into my class
As I found out through writing and reflecting on this post on passions, this is not so easy. But I think I've got some good ideas…we'll see what happens.
So there you have it. I'll definitely update as the year progresses…
11 CommentsLeave a Comment
Jeff Brenneman / Aug 16 2012 11:20 pm
#2 is a goal for me this year as well, particularly when it comes to mathematical discourse. I find that I'm pretty decent at using questioning to allow my students room to articulate their own thinking process and decide for themselves whether answers are right or wrong. (This often involves my stubborn insistence on asking simple questions such as "What makes you say that?," or "What do you think you should do next?" The trick is to not let the kid off the hook until they manage to convince themselves whether or not they're on the right track. What I'm hoping to do in my classroom is to continue fostering a culture of questions and get to the point where the students are asking each other questions and having mathematical conversations of their own volition; I don't need to be the one to start the discussion. I'm also hoping to find ways to get my students to use mathematical language correctly and more often. Still figuring that one out.
Cindy W / Aug 18 2012 2:12 am
So many of these goals are right in line with ones that I have for this year- especially 2,3,6 and 7. I have yet to write a post – too busy reading sooooo much good stuff right now!
Like you, I have not generally shared goals. Writing them PUBLICLY sure makes them more "real."
I think you are headed for a great year! 🙂
Katrina H / Sep 4 2012 2:00 pm
I was so excited to see you had stopped by my blog! Thanks so much for the encouragement!
I'm curious to see what you came up with for #1. I went through sample work the third day of school to talk about what "developing", "proficient" and "advanced" look like, but that was for one prereq. skill. Not sure how well it will translate later for them. (And for me…but it was good practice!)
I've been thinking about providing fast feedback, too. It takes me hours to write/type specific and detailed comments for all of my students, so I'm contemplating making feedback videos. Talking seems faster to me. We're 1:1 with tablet computers, though, so all of their work is in a shared OneNote notebook. I can just screencast what's on my computer. The question remains of where to put the videos (there's Blue Harvest, but I don't want *another* site they have to log into…gotta figure out if I can put them on my online gradebook) and if it really is faster!


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Pimples are fond of camping out on our skin at the WORST times. Take our periods: Many women experience an especially stubborn type of breakout, period acne, like clockwork every month. Blame the hormones, says David E. Bank, M.D., director of The Center for Dermatology, Cosmetic & Laser Surgery in Mount Kisco, New York.
About two weeks before menstruation, your body increases estrogen and progesterone to prepare the uterus for pregnancy. During this time, production of prostaglandins—the hormone-like substances produced by the uterine lining that cause the uterus to relax and contract—increases.
"Breakouts can happen when these hormones increase, which stimulates oil glands to produce more sebum," explains Bank. "When mixed with dead skin cells and bacteria, pores can get clogged, leading to breakouts." Skin also tends to be overall more sensitive during your period, too.
Get ALL the facts about adult acne, and learn the most effective ways to kick it to the curb, once and for all:
With so many mechanisms at work, unfortunately it's hard to prevent period acne for good. However, Bank says there are several things you can do to minimize them—and to make any zits that do get through less severe.
1. Try Birth Control
The Pill helps slow down excess skin oil production by blocking the normal increase in estrogen and progesterone that occurs one to two weeks before menstruation. This can quash breakouts caused by this regular fluctuation. "It's important to know that since every woman is different, birth control pills may help lessen acne for some but not for others," says Bank.
2. Don't Touch Your Face
With most of us in front of screens at some point in the day, it can be easy to lean your face into your hands without noticing it, dragging bacteria and dirt from your hands to skin to cause pimples. Keep your fingers off your face otherwise, and always wash your hands before applying or touching up makeup.
3. Clean Your Cell Phone
As it is, hormonal breakouts tend to cluster near the jawline by nature—and your digital BFF could be sealing the deal on period acne. "People don't realize how many germs and bacteria live on the screens of cell phones, causing breakouts on the cheeks and jawline," says Bank.
4. Shower After Working Out
Plan your workout so you can clean up immediately afterwards. Otherwise, sweat buildup, bacteria, and oil produced during that barre class can mix to flare menstrual acne really quickly. Prone areas include not just your face but your chest and back as well. (The Slim, Sexy, Strong Workout DVD is the fast, flexible workout you've been waiting for!)
5. Apply Retinol Creams
Whether it's retinol at the drugstore or a prescription like Retin-A, the vitamin A derivative helps keep pores clear of clogging skin cells. Remember to give retinol at least eight weeks of regular use before you assess results. Tough acne cases will likely require a prescription cream.
6. Consider Accutane
If your period acne is severely cystic and hasn't responded to other treatments, Bank says you may be a candidate for prescription Accutane. You'll want to talk with a board-certified dermatologist about this option, as side effects and your medical history should be considered.
7. Get Older
Yep, that's right—aging helps in the case of period acne, says Bank. While breakouts may plague you as an adult, they will typically lessen after a certain point, when the amount of hormones the body produces begins to decrease with age.
To sum it up: Period acne is caused by an increase in hormones and can be difficult to completely prevent. But, there are some simple steps you can take to keep your skin relatively clear when Aunt Flo comes to town.


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Home Arcadis Insight
June 20, 2019
Finding the right balance between personal and professional life can be difficult as a working mother. Arcadis' CFO Sarah Kujilaars shares her recipe on how to deal with this by focusing on her personal goals in life.
Listen now and learn how Sarah chooses to balance her professional and private life, why she believes that focusing on her personal goals is a success factor for her career, and why it's important to be aware of one's strengths in order to move forward.
Listen to the Arcadis podcast featuring Sarah's insightful conversation here.
Sarah has led an impressive and rewarding career as an executive woman working at Arcadis.
She holds a Master's degree in Mathematics from the University of Oxford and is a Fellow of the Chartered Institute of Management Accountants (FCMA). Formerly the Chief Financial Officer of the Rolls-Royce Civil Aerospace business, Sarah held several finance leadership roles during her 25-year career with Royal Dutch Shell. She has also worked in several geographies with distinctly different cultures and has dealt with multiple stakeholders in complex business relationships.
Sarah has been involved in a variety of exciting projects during her career, is known for her strong business ethics, her focus on people development and her ability to identify and manage risk in complex business environments.
She has a strong track record of delivering change at senior levels in world-class organisations and can work effectively in different cultural environments. Sarah also has strong communication skills, as a hands-on business partner in capital-intensive industries. Sarah has also held various Director and Audit Committee Chair roles.
At Arcadis, everyone is empowered to share new ideas and to contribute their own unique special talents and abilities to the company.
Search and apply for an amazing career with this prime employer today.
Find out more
Stay connected by subscribing to our monthly newsletter and following us on LinkedIn, Twitter, Instagram and Facebook.
Disclosure: Where Women Work researches and publishes insightful evidence about how its paid member organizations support women's equality.
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Calming Audio LLC Launches Free iOS and Android App Called Sleepy Head
Calming Audio LLC is proud to announce the launch of its new sleep sounds and relaxing sounds app Sleepy Head: Relaxing Sounds.
The Sleepy Head app features more than 70 sounds ranging from white noise, nature sounds, baby sleep sounds, background noise, meditation sounds, animal sounds, water sounds, and relaxing asmr sounds.
The app comes with a free 7-day trial and then will cost the subscriber $2.99 per month to enjoy the full experience.
The Sleepy Head app was designed with a unique and different UX/UI experience than other sleep sounds apps on the market today. With its unique and beautiful design, Sleepy Head is sure to stand out from the pack.
"We are so thrilled to debut the new Sleepy Head app to the world. With this look and feel, we know that people will really enjoy the high-quality relaxing sounds while they use the app," said Kevin on Calming Audio LLC.
The Sleepy Head: Relaxing Sounds app is the first app of many. Following this release, Calming Audio LLC will release the White Noise for Baby Sleep app as well as Focus Music.
Can't Sleep? Fall asleep quickly to over 100 high-quality recordings from around the world. Get deep sleep every night and wake up feeling refreshed and rejuvenated. Listen to over 100 relaxing sounds such as gentle rain sounds, ocean waves noise, wind sounds, babbling brook, fire crackles, rain on a tin roof, airplane noise, box fan noise, air conditioning noise, vacuum cleaner, campfire in forest, light rain and thunder, day at the park, cafe, coffee shop, cricket sounds, library, restaurant sounds, violet noise, celestial white noise, bamboo fountain sounds, blizzard sounds, forest sounds, waterfall sounds, water sounds, train sounds, white noise, pink noise, brown noise, blue noise, and many more.
Also, use the Sleepy Head app to help your babies get to sleep with white noise for babies, womb sounds, colic relief sounds, fussy baby sounds, and soothing sounds for babies.
The Sleepy Head app also has a wide variety of meditation sounds ranging from tibetan mallet sounds, tibetan rolling bowl sounds, and tibetan singing bowl sounds.
Be sure to enjoy over 100 natural sounds in high-quality stereo recordings. The beautiful UX/UI design offers beautiful high-definition imagery as the sound's player with the easy-to-use modern interface.
Everyone is encouraged to explore the Sleepy Head app and start your free 7-day trial here: https://apps.apple.com/us/app/sleepy-head-relaxing-sounds/id1564918931
Media Contact
Company Name: Calming Audio LLC
Contact Person: Kevin
Email: Send Email
Phone: 7147585500
Address:2222 Michelson Drive
City: Irvine
State: California
Country: United States
Website: calmingaudio.com


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Mountain bike rental
City of Trutnov and its surroundings offers many interesting places that are worth it to seeing. For their easier achieving we offer you option of lending quality Merida mountain bikes and a children's wheelchair of sign Chariot. Our hotel has been certified by the "Cyclists Welcome" project and is an ideal base for all cyclists. Apart from the above mentioned rental we offer the following services::
- Opportunity of accommodation for one night
- Proposal energy-efficient breakfasts with minimal fat (on request yogurt, muesli, fruit)
- Possibility of washing and drying clothing and equipment
- Lockable room / boxes for free of charge storage of bicycles
- Providing basic tools for simple bicycle repairs
- The possibility of washing the bicycle, the basic equipment for wheel washing
- First aid kit
- Information board Cyclists Welcome
- Ensuring the removal or transport of luggage for cyclists
- Arranging of borrowing quality bicycles
- Opportunity of buying packed lunches
- Providing basic spare parts for bicycles
- Sale of cycling and tourist maps of the area
- Offer recommended one-day cycling trips around Trutnov
- List of accommodation options in the region that are suitable for cyclists
- Reservation service to provide additional accommodation for cyclists
- Access to the Internet
- Foreign language information materials


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UNDERVIEWS EXCLUSVIE: Watch @SlimmyMane's new visual for Buku Money
$lim just dropped his new video to Buku Money (Prod. Jaundy), and it'd stupid fire. Florida boy go hard with the punch lines, beat, and style…and the visual are dope as fuck.
Directed, shot, and edited by UNDERVIEWS very on @youngseebi, there is no doubt this is a fire visual.
Check it out now, and be sure to follow $limmy Mane on SoundCloud to hear his upcoming releases.
If you haven't heard $limmy before head over to his twitter to get to know him before he blows. Check out his debut mixtape New Jack $limmy released released 8th on SoundCloud.


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Ant & Dec Re-Up With ITV; 'Harry Potter' Play Wins At Evening Standard Awards – Global Briefs
Popular UK TV hosts Ant and Dec have extended their relationship with ITV under a new contract that puts them exclusively on the channel until at least the end of 2019. The three-year deal includes further cycles of reality series I'm A Celebrity… Get Me Out Of Here!, which returned Sunday night with an average 10.7M; Britain's Got Talent; and Ant And Dec's Saturday Night Takeaway, which launched in February with 8.7M, the show's biggest audience in more than a decade. An NBC version, Best Time Ever With Neil Patrick Harris, ran in the U.S. from September 15- November 3, 2015 before being cancelled. Ant and Dec joined ITV in 1998, presenting the Saturday morning shows SM:tv LIVE and CD:UK. The award-winning duo has a record-breaking 30 National Television Awards (including Most Popular Entertainment Presenters for 15 consecutive years), 12 BAFTAs, 8 RTS Awards and several TV Choice Awards. The pair will continue on the three main shows and explore further opportunities both in front of and behind the camera.
Harry Potter And The Cursed Child worked its magic at the London Evening Standard Theatre Awards on Sunday, scooping the Best Play prize at a star-studded ceremony. Best Actor was Ralph Fiennes for his work in The Master Builder and Richard III. Best Actress went to Billie Piper for Yerma and Best Musical Performance was won by Glenn Close for Sunset Boulevard at the London Coliseum. John Malkovich scored the Best Director award for Good Canary at the Rose Theatre. Sean Mathias's production of Harold Pinter's No Man's Land at Wyndham's theatre, and starring Ian McKellen and Patrick Stewart, was named best revival. The ceremony concluded with Kenneth Branagh receiving the special Lebedev award for his season of plays — including Romeo And Juliet and The Entertainer — at the Garrick Theatre. Harry Potter And The Cursed Child opened this summer to rave reviews at the Palace Theatre. Written by Jack Thorne and based on an original new story by Thorne, Potter creator JK Rowling, and John Tiffany, the production meets up with The Boy Who Lived after the events in the coda of Harry Potter And The Deathly Hallows and spawned a bestselling book of the play's script.
BBC Two has ordered a new six-part cooking series starring Mary Berry. The former Great British Bake Off judge will celebrate some of the recipes that have formed the cornerstone of her cooking in Mary Berry's Everyday, to be produced by Sidney Street. Venison, beekeeping and the great British pie are all on the menu. Broadcast is due in 2017. Executive producer is Tom Edwards, with Sidney Street's Karen Ross. BBC Books will publish the accompanying book in January, following on from previous bestsellers Mary Berry: Foolproof Cooking, Mary Berry: Absolute Favourites and Mary Berry Cooks. Berry and BBC One recently said they were reteaming for another series, this one about Britain's stately homes, after Bake Off was poached by ITV.
France's prestigious Louis-Delluc Prize has set its shortlist of seven features. Hailing from such fests as Cannes, Berlin and Venice, the films will be judged by a jury led by former Cannes Film Festival president Gilles Jacob. Staying Vertical by Alain Guiraudie and La Mort De Louis XIV from Albert Serra are on the list. So are Things To Come from Mia Hansen-Love, which won the Silver Bear for directing in Berlin, and The Son Of Joseph helmed by Eugene Green. François Ozon's Venice premiere Frantz; Bertrand Bonello's Nocturama; and Claire Simon's documentary Le Bois Dont Les Rêves Sont Faits round out the shortlist. Films vying for the feature debut Delluc have yet to be revealed. Prizes are to be handed out on December 14.


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I never meant
to hide it from you,
this gift I have, this
innate ability
to 'bounce back',
and evolve.
I never considered that
you would think
the more civilized,
natural way,
of human expression
to be such a travesty.
I never considered
that you were that
weak to think of
me as weak, too,
and I am now thinking,
I should have considered.
To have only a paucity of the fullness of life
Due to an impediment, or limitation,
Lacking to accost inner fragilities,
Can be an unconscious act
Born through
An inability to accept adversity,
We are suffering
From it as a species
In epidemic proportions,
But cognitive dissonance
Can be an uncomfortable
State of mind.
When we were babies,
We liked crapping our pants, too.
Who are these people? These strange faces surrounding me and my god they are closing in on me, going in for the kill. They want to tear the flesh from my bones and feast on my brains. Zombies, everyone of you. Insanity; the world is drowning in it and the lifeguard is off duty. Our outcome is bleak. It's tunnel vision on steroids with an ego to boot. Theses faces who can only focus on what is placed before them. There must be some, who like me feel so impacted by the sheer lunacy of their chaos chose sedation over a revolt of the whole damned system.
It is a joke, a mockery and we believe the dream within the dream, that ultimate illusion known as 'this reality'. We invest so much into this mad circus we quickly lose sight of what is real. Our minds trapped to old dogmas, with an ever closing narrow mindedness. A bigotry all our own.
You claim to be the civilized man. You want me to believe that you are guided by some higher sense of morality. You tell me that because you can break the genome, you are somehow educated. So once again you claim to be a man, when your actions reveal you to be Monsters, hypocrites, liars, thieves, killers, animals who act with malice and hate. Murders for pleasure, and you decry to me that we can be saved? For those who promote salvation find themselves damned and forsaken.
Those who shout for love and peace find their pleas fall on deaf ears. Its strange that violence has become the norm and those in opposition find themselves abandoned by the machine that is our "Freedom". A civilized man would not need a master, but then again you are not a civilized man, but a savage in paradise, for the world becomes your hunting grounds.
'The God Within'
There is a man stalking the woods, hunting for his prey. As he enters into a clearing he spots his victim. Quietly he takes aim, then he advances and tonight this man will eat.
The trees lush with foliage, a gentle summer breeze. It is the calm before the storm, the silence before the chaos. When the sun hides, wicked men will play. Without faith, despair destroys courage.
I am man, I am human. I breath therefor I live. I feel so therefor I experience, and I know, I am self aware. Intelligent enough to know my conscious thoughts and subconscious mind. I also understand I cannot begin to fathom the workings of which yet becomes a gauge for our own morality. No matter how tight you make the collar, no other man's laws shall ever speak louder than your own convictions. Where your body becomes your own temple. Your mind and thoughts while not unique to the subconsciousness, they are your own and shall never be manipulated without your consent.
Evil exists within us all, a potential to sin and easy to harbor negativity. We have all stared into the black part of our soul to either embrace it or at the very least understand it. Our consciousness, our soul, that little voice inside your head that tells you that what you are doing is wrong. However with love there must be hate, a duality equally shared within you on the quantum level. For if there is evil in you there is also something good. It is through our choice of actions, that we manifest our reality. Knowledge becomes our key, to understanding a brain so complex that we only use a fraction of it. Forgotten and lost is our ability to tap into such a powerful part of ourselves.
The possibilities become endless, yet we still lack the very understanding of such a gift. Time and time again we gain a brief glance at the potential for such feats and marvels, When few people are able to unlock parts of their brains producing astounding works of art, or solving almost impossible complex mathematical codes.


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Our Address:
FLANEUR BnB
Via Mercanti 16 (first floor - staircase B)
10122 Torino TO
email: email@example.com
Phone number:
In Italian (English and French): 39 - 3393569279
In English and Chinese (Italian):39 - 3738941706Time of arrival: Advance notice by phone is necessary
The journey from both central train stations to the BnB is about the same and it takes about 12 minutes by tram and 16 minutes on foot. The map on the side can help those who choose to walk.
By public services, the number of stops is two stops. Please note that the tram and bus tickets must be purchased on the ground at a tobacconist or newsagent (cost 1.7 Euros).
Cross over Corso Vittorio Emanuele ll and take the tram or bus numbers : 4,11,57 ( or 58 and align at the terminal ) at the bus stop at the beginning of Via XX Settembre. Alight at the second stop at the corner of via Bertola, turn left and continue to the first traffic light. Turn right at the traffic light and cross over via Pietro Micca. You reach Via Mercanti and continue to walk for 50 m until the number 16.
On leaving the station turn left to Piazza XVIII Dicembre (about 300 meters). Reach the bus stop in the center of the square and take a tram or bus number 13 or 51 or 56. Alight at the second stop and walk back to the traffic lights. Cross the street and walk up to Via Mercanti 16.
SADEM bus service is available, in front of the arrivals exit, which reaches both railway stations. Tickets can be purchased at the point of sale SADEM or the vending machine (6.5 euro) or bus (7.5 euro).
The B & B is in a restricted traffic area (ZTL), where traffic is forbidden from 7:30 to 10:30 Monday to Friday, but this prohibition can be ignored the day of arrival, provided you request and fill up a form the manager will give you at check-in time. The best way to reach us is to enter Via Monte di Pietà and then stop a few minutes at the corner with Via Mercanti to unload luggage (climb up the slope at your right). Afterwards you will have to reach a parking place. You will receive further information during the check-in and, please, call us for directions, in case you need them, and we will be very happy to provide help.
Parking lots
The cheapest way (and ecological) to park the car, for those who want to come to the center, is to leave your car on the outskirts and take one of the many and frequent public transport that will bring you right to the center. Parking on adjacent streets to the B & B is expensive (but free on Sundays and at night) and difficult to find: thus not so advisable.
A more workable solution, is to use the unguarded public parking place which can be accessed from Piazza Solferino (South side) or from Corso Matteotti corner of Via Re Umberto, which is less than 5 minutes from the B & B. Rates are 1.5 euro per hour on weekdays, between 7.30 and 20. At night and on holidays the rate is EUR 0.80 per hour.
Priced at 10 euro per day (or 1.5 euro per hour), parking is available at the multi story parking at Porta Palazzo, in Corso XI Febbraio 3, which is 11 minutes walk from the B & B.
For those who desire, it is available, by arrangement with the manager, a garage two minutes from the B & B at a price of 25 euros / day (or 3 euro per hour). The facility is closed every night from 1 to 6 AM and on Sundays from 12 to 6 PM.


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Örebro University coordinating major EU project in robotics
Achim Lilienthal and Martin Magnusson have received 7 million euro for an international research project on autonomous robots.
Robotics research at Örebro University has been awarded a strategically important research grant by the European Commission. In total, 7 million euro have been awarded the project partners to enable development of technology for autonomous robots in warehouses. The project includes a number of European universities and businesses, with Örebro University as coordinator.
"The project builds on the research we have conducted for a long time here at Örebro," says Achim Lilienthal, Professor of Computer Science and linked to the Centre for Applied Autonomous Sensor Systems, AASS, at Örebro University.
His colleague, Senior Lecturer Martin Magnusson, is Scientific Manager of the project which has been granted funding from "Horizon 2020" , the European Commission's framework programme for research and innovation. One of the key objectives of the Horizon 2020 programme is to support the conversion of research into products and services that may lead to new business and job opportunities, and improve people's lives.
The project, which has been named Iliad, will see researchers from four universities developing, in collaboration with business partners, technology and safety in warehouse facilities.
"There are warehouses that are entirely automated. Some are currently being built here in Örebro, for instance. But not all companies can or want to go down that road. Our goal is to develop technology that can easily be integrated in already existing warehouse facilities," says Martin Magnusson.
Another objective of the research project is for the technology to be self-optimising and upgrade itself as it learns from its operations.
"There is no such technology today, and it would allow companies to save both time and money," says Martin Magnusson.
In a warehouse, much revolves around the forklift truck and its operation – it should be energy-efficient and automatic, in a way that is safe for people in its vicinity. In addition, there is less wear on automated forklifts compared to manually operated ones, reducing costs for companies.
The technology involved is universal, but the Iliad project is geared towards the food distribution sector, an industry where lead times are short and flexibility is key.
Half of all EU funding
This project grant means that the robotics field is now the main recipient of EU research funding at Örebro University. Together with the grant already awarded the Smokebot project, the University's share of the Iliad project, amounting to 1.6 million euro, makes up over half of the University's total EU funding.
Over a period of four years, four doctoral students will be working on the project under the supervision of, among others, Martin Magnusson and Achim Lilienthal, who will also be coordinating the research with universities in Lincoln, Pisa, and Hannover, as well as with the industrial partners Bosch, Kollmorgen Automation, ACT Operations Research, Logistic Engineering Services and Orkla Foods.
"The result will not be a finished product, but rather a prototype. But the technology developed will be useful, maybe even in ways we cannot predict today," says Achim Lilienthal.
Text and photo: Maria Elisson
Translation: Charlotta Hambre-Knight


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Director Scott Cooper and Christian Bale are reuniting for drama "Hostiles."
Cooper will write and direct, with Bale attached to star. Cooper will also produce with "Black Mass" producer John Lesher along with Ken Kao, who is also financing the pic through Waypoint Entertainment.
Set in 1892, "Hostiles" tells the story of a legendary Army captain, who agrees to escort a dying Cheyenne war chief and his family back to tribal lands. Making the harrowing and perilous journey from an isolated Army outpost in New Mexico to the grasslands of Montana, the former rivals encounter a young widow whose family was murdered on the plains. Together, they must join forces to overcome the punishing landscape and hostile Comanche tribes that they encounter along the way.
Production is set to begin in July.
Following his shoot on "The Big Short," Bale had taken the rest of 2015 off to recuperate from a knee injury. He began looking for new projects once the knee was fully rehabilitated. He had been considering the Michael Mann biopic "Ferrari," which revolved around the life of automobile honcho Enzo Ferrari, but had to drop out due to health concerns over weight gains for the role.
Cooper had also been weighing several films, but when Bale became available after parting ways with "Ferrari," the two jumped at the chance to work together again after having done so on 2013's "Out of the Furnace."
Cooper is coming off the mob movie "Black Mass," which over-performed at the box office and also brought Cooper and his star Johnny Depp critical praise.
Bale was recently nominated for an Oscar for "The Big Short." Cooper is repped by CAA and Bale is repped by WME.


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Here's what I've been able to determine from actually buying and
fitting parts on my 90 Si with the 90-91 EX front brakes.
The 93-96 Prelude VTEC rotors are a direct fit with the pattern
redrilled to 4x100. The hub register (the raised section in the
middle of the hub) is the same size on the EX brakes and all Integras.
You can put the larger rotors on the standard Civic hubs, BUT, the hub
is actually about 1" smaller in diameter and the register is smaller
as well. I would not recommend doing that. Besides, the larger Accord
wagon caliper won't fit the standard Civic knuckle anyway.
The 91-94 Accord Wagon front calipers are THE SAME CALIPER as comes on
the TypeR. EXACTLY THE SAME. The caliper bolts onto the EX knuckle
and everything fits fine. The splash shield may need to be trimmed if
bent. 15" wheels are necessary for this conversion.
Changing the master cylinder to a larger one would also be advised as
the Accord calipers are BIG.
Finally, I'm still trying to figure out if the different proportioning
valves actually do anything different. Since the Honda/Acura braking
system using a cross diagonal setup, how would the prop valve regulate
pressure between front and back?
Use the EX knuckles/hubs, 93-96 Prelude VTEC rotors, redrilled to
I paid $160 for the 90-91 EX steering knuckles and calipers, and
93-96 Prelude VTEC rotors-45251-SS0-A00 91-94 Accord Wagon Calipers- 45018-SM5-000RM and 45019-SM5-000RM
From looking at my hubs, there appears to be room to redrill to the
Actually the GSR uses the same rotors/calipers as the rest of the Integras and Civics/Del Sols/CRXs with 4 wheel discs. Which are the same front brakes as the 90-91 Civic EX. As far as I have able to determine the EX is the only 4G that used the 10.3" front brakes.
Comments? Suggestions? Feedback?
Send e-mail to: HYBRID editors


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Video: Highlights from USANZ 2018
G'day! The 71st annual USANZ Congress, was held in Melbourne and had the biggest attendance on record for the past 6 years. The Urological Nurse's congress: ANZUNS ran concurrently, encouraging multi disciplinary learning. An excellent and varied educational programme was masterminded by Declan Murphy, Nathan Lawrentschuk and their organising committee. Melbourne provided a great backdrop and soon felt like home with a rich and busy central business district, cultural and sporting venues, the Yarra river flowing past the conference centre, edgy graffiti and hipster coffee shops, plus too many shops, bars and restaurants to visit.
Sophie Rintoul-Hoad & Declan Murphy


text: Escherichia coli is an important member of the normal healthy microbiome of humans and other mammals. In addition, some strains are thought to be probiotic, and therefore beneficial to the host. However, other strains of E. coli have evolved into highly versatile, and frequently deadly, pathogens: the resultant diseases causing significant economic loss and public health burdens worldwide. Recent studies have shown that the E. coli genome has a high plasticity allowing it to adapt to new niches and survive in stressful conditions and to evolve into new hybrid strains with shared genes, including virulence genes. Omics and whole genome sequencing approaches have transformed research in this field allowing fascinating new insights into the molecular and cellular biology of the bacterium thus paving the way for the development of novel therapeutic strategies.Under the expert guidance of the editors in this book, renowned international authors provide timely and up-to-date reviews of current cutting-edge E. coli omics, molecular- and cellular-biology research. Topics range from E. coli genome plasticity and evolution to the application of omics technologies for in silico modeling to understand stress-triggered physiological responses. This authoritative volume is essential reading for scientists, both experts and students, working on pathogenic E. coli in academia, government, and biotechnology companies. It is also a must-read for anyone with an interest in bacterial pathogenesis and an important acquisition for all microbiology libraries.


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This week's edition of Monday Night Raw wasn't as jam-packed full of debuts, special guests, and surprise returns as last week, and frankly, it would be hard-pressed to keep up that sort of pace on a weekly basis. However, in the process of setting up the card for the upcoming Night of Champions Pay Per View, it seems like more than anything else, Raw left viewers with a lot of pressing questions. And not the usual "Do you really think that Sting can beat Seth Rollins" sort of questions. Strange questions. Deep questions. Even somewhat disturbing questions. But since WWE probably won't take the time to answer them, we'll have to do it ourselves.
8. Does Sting Really Respect Triple H That Much?
Seriously, though, Sting's speech last night about how much he respected Triple H was just a little over-the-top, don't you think? There's an old joke in wrestling that isn't really a joke, about the old days when Dusty Rhodes was booking shows while he was still an active wrestler, and every wrestler he was feuding with made sure to mention how much they respected Dusty as a part of all their promos. Well, Triple H must have learned from the master, because that opening promo by Sting on Monday felt like less like an explanation for why he was back to take on Seth Rollins, the WWE World Heavyweight Champion, and more of a list of the thousands of ways that Triple H is incredibly awesome and is simultaneously the past, present, and future of professional wrestling. And let's not forget, despite their handshake at WrestleMania, Triple H was literally being a huge jerk about Sting mere minutes later during his in-ring promo with The Rock and Ronda Rousey. Not to mention that Sting's stated goal when he returned was to stop the tyrannical reign of The Authority before it took down WWE like similar figures did to WCW, and even though nothing about The Authority has changed, he now seems fine with their presence, and they even gave him a free title shot!http://dailywrestlingnews.com/triple-h-sting-wwe-network-truth-gets-swerved-renee-young/ Source: dailywrestlingnews.com


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We had fishing tackle, rods, electronics, downriggers, clothes, bait, food. We had a 1,642 kilometre round trip to make. That's the distance from Regina to Nordic Lodge and back on famed Reindeer Lake, Saskatchewan.
We were fortunate enough to have the opportunity to use a Ford F-150 King Ranch, courtesy of Ford Canada and Bennett Dunlop Ford. It got us there and back with features and comfort one could only dream of.
We first test drove the King Ranch when we used its back up assist feature earlier this summer.
But little did we know there was much more to this truck. When we first jumped into the seats, we discovered a massage feature. Talk about over the top comfort especially on a long trip like this.
With all of our electronics, there's a tremendous need for power. This truck had a multitude of power and data inputs to charge up our phones and fish finder batteries. When I plugged my iPhone into the USB port, the phone charged and the on screen display also allowed total control over my phone audio systems. This was critical to giving us some tunes from our personal playlists. It also has satellite radio, independent climate controls and much more.
What was equally as cool was the additional step features this truck offered. This allowed easy access to loading the entire back of the truck from either side as well as the back!
Conclusion: an awesome truck for any situation a fisher would find ourselves in. Thanks to our friend Grant Bastedo, Ford and Bennett Dunlop for the ride.


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