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2019 nov bylaw updates (Part 2) #105

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2019 nov bylaw updates (Part 2) #105

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b2ef2da
Revamped the money section
slifty Nov 16, 2019
8c1b32e
Add the concept of COWS and COINS
slifty Nov 16, 2019
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5 changes: 4 additions & 1 deletion documents/operating.md
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Expand Up @@ -17,7 +17,9 @@ SECTION 0: 📓📓📓 Definitions 📓📓📓

* **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.

* "**Corporate Overlord In Nominality and Spirit (COINS)**" shall mean a person who is not technically a legal owner of the Company, but the COWS opt to give internal rights to (e.g. profit sharing, voting).
* "**Corporate Overlord**" shall mean anybody who is either COWS or COINS.
* "**Associate**" shall mean any person legally associated with the Company through contract or ownership.
* The "**Hive Mind**" shall mean the "board of directors" of the Company, as defined by Pennsylvania state law. The Hive Mind shall consist of all current Corporate Overlords of the Company.
* "**Plotting Session**" shall mean a "meeting of the board of directors" of the Company, as defined by Pennsylvania state law.
Expand All @@ -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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How "now," (brown) COW?

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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."


### Continuance of Company
If a Corporate Overlord leaves BIFFUD, dies, or uploads their brain to the cloud, the ownership of the remaining Corporate Overlords will then be evenly distributed (e.g., if four Corporate Overlords remain, each will own 1/4 of BIFFUD).
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