2019 nov bylaw updates (Part 2) #105
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This changes a whole lot of stuff. First, it sets up a structure for distribution of money that is inline with how we have functioned the past two years. By codifying it we are able to pay Corporate Overlords through targeted allocations (which has significantly better tax implications than guaranteed payments). It also makes the Comptroller's role a bit more explicit, provides restrictions on a project's ability to create debt, creates a structure for projects to loan (or give) each other money, and makes the need for invoices more explicit. This also creates the concept of the BIFFUD Operating Branch which is responsible for setting up operating processes. This also adds a bit more clairty around the difference between a Project's "coffers" and corporate "coffers" while also changing the definition of Spoils of War to isolate project expense / income completely from corporate expenses.
This makes it so someone can be a Corporate Overlord without being a legal owner. This is important for folks who aren't based in the USA or who otherwise might not want legal ownership of the company for whatever weird reason. This is a change to section 0 and 1, so we need complete consensus.
| @@ -41,6 +43,7 @@ BIFFUD shall be dissolved as a Limited Liability Company if any of the following | |||
| 2. The Hive Mind fails to hold a single meeting with quorum for a period of one consecutive year. | |||
| 3. Everyone dies/there are no more Corporate Overlords. | |||
| 4. If all Corporate Overlords identify as cis-hetero white men. | |||
| 5. There are now COWS left in the ranks of the Corporate Overlords. | |||
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This seems like it should replace rule 3, right? This is just a more specific version of "no more Corporate Overlords" since now it has to be "no more Corporate Overlords That Are Legally Owners of the Company."
| @@ -17,7 +17,9 @@ SECTION 0: 📓📓📓 Definitions 📓📓📓 | |||
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| * **Bad Idea Factory Limited Liability Company ("Company")** is a Limited Liability Company domiciled in Pennsylvania. | |||
| * Company may also be referred to as "**Bad Idea Factory**" or "**BIFFUD**". | |||
| * "**Corporate Overlord**" shall mean an "owner" of the Company under Pennsylvania state law. | |||
| * "**Corporate Overlord With Status (COWS)**" shall mean an "owner" of the Company under Pennsylvania state law. | |||
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"Status" seems like an airline perks level thing
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To follow up from this comment I can't help but feel that there's a weird "separate but equal" distinction that's baked into how we're naming these groups. We probably can't get away from the separation because of the legal status at play, but I think the spirit of what we're trying to do is to prevent this from turning out like two tiers of Corporate Overlord status.
Like, we should probably define "Corporate Overlord" to be what it is now (voting rights, profit sharing), except that Corporate Overlords have nothing to do with legal ownership of the company.
Separately, some Corporate Overlords (or, as many as are able -- those that will not be burdened by corporate ownership) take on the additional responsibility of acting a legal owner for the purposes of US law. This is purely a ceremonial role, as we've learned that you can be a legal owner without doing much of anything else. However, this might impact how one pays a CO and how that CO reports taxes; this may also impact things like which COs can be involved in certain things, like open bank accounts.
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One note re the last thing: right now only the overmind has legal authority to enter contracts (unless the overmind gives a green light to a contract being negotiated by another CO, which may not actually be ok according to bylaws but we've done it anyway)
The intent of this language is I think what you are asking for lou -- I was just saying "Corporate Overlords are the union of these two groups of people, and the only thing that you get from being a COWS is legal ownership."
It sounds like maybe the word status is what is flagging concern -- happy to pick another name. "Corporate Overlords Who Are Also Owners" but that acronym stinks.
This set of changes includes those in #104 but also an extra commit which modifies some definitions and adds a dissolution clause.
This extra change is necessary for tax reasons (foreign nationals get double taxed if they are legal owners). It requires 100% approval to pass, since it is a change to section 0 (and section 1)