Mark: What follows is the start of a new thread with
"broad strokes." I'm looking here at the forest, not
the trees. I think some general talk is called for now
since the open pondering the first draft of the
possible agreement.
Alain: Yes, let's agree at least on the broad general
framework of our collaboration/partnership.
Mark: This conversation is still mud in my mind.
Alain: This is readily evident to me now because of
this muddled post that I am replying to. You stipulate
that we don't need unaminity for security-reasons
because there is no liability involved, but then you
go on to argue that majority-rule is the way to go,
even if some remote liability should crop up, "because
the decisions are going to be of no financial
consequence". Then you go on to say that there should
not be any liabilities for partners at the outset and
forever more, and that they should form other
organizations if they wish to do business.
Mark: I'm not able to see the venture being
successful, nor being able to change and grow.
Alain: What is it EXACTLY that would hinder us so?
Mark: There are still a slew of sticking points to the
organizational structure.
Alain: Agreed. There are many issues that we have to
resolve to insure the success of our (ad)venture.
Mark: Sorry to be a nay-sayer just now.
Alain: Let us not be dissuaded by the spirit of the
Holidays from saying what needs to be said .. I say!
Mark: But, I do see a solution. I see a way that we
can get "out of the woods." I think I'm going to be
able to present an alternative approach.
Alain: Good initiative.
Someone: ... for the partnership it is important,
as each one is liable to the other. We can't have
90%
of the group decide over 10%. It's too dangerous.
Every *partner* needs the right to veto.
Mark: Given above logic ... Every partner needs a
veto. WHY: To avoid danger. But, if the organization
is set-up so as to avoid all dangers, then is a veto
needed?
Alain: In my view, the key element of your argument is
"if the organization is set-up so as to avoid all
dangers". I wholeheartedly agree. We must set down the
base rules (framework) that we all agree on, and that
won't be subject to majority-vote at a later date.
Secondly, that unless we are clairvoyant, we will not
be able to anticipate the entire set of
rules/guidelines that will be optimal for us until the
end of time. But we should nonetheless set down some
broad principles that will guide our future choices. A
majority-vote to engage in some mutual liability later
on down the road should be barred from the realm of
possibilities or be unanimously agreed to.
Alain: If a decision/vote is taken that exposes
any or all of the FreeCard partners to any liability
whatsoever and/or changes the Partnership
Agreement, then this decision/vote must be
unanimous.
Mark: One can't engage in life with the goal of doing
things yet without ever having any liability
whatsoever.
Alain: Life does indeed present many challenges and
risks, but this Web collaboration of people that have
never met face-to-face is not necessarily one of those
situations where it is wise to risk mutual liability.
Mark: That said... we can't be stupid. But, what I see
in the above thought is just impossible.
Alain: What is impossible about insisting that
unanimity be required for a drastic change in the
status of our association that would expose us to
liability that we had not bargained for when we became
a partner, particularly if we are one the out-voted
dissenters.
Mark: I feel that this endeavor (most of all, being a
partner) is NOT for the timid. If all dangers can be
eliminated, are partners even needed? Without dangers,
how can each partner be liable to the other?
Alain: Is there going to be some danger or isn't
there? Do we really need to be a partnership, or
simply a free association of individuals that share
mutual interests and source-code?
Mark: Even then, if there is some REMOTE liability to
the partners -- I still feel it is okay to have 90%
(or even 51%) of the partners decide with votes for
the fate of the group.
Alain: (1) Let us research the matter further so that
we can identify potential sources of liability, and
then modify our collaboration agreement to avoid them.
Alain: (2) Majority-rule on something as fundamental
as un-anticipated mutual liability is dangerous in my
opinion. It is probably why Scott cannot allow himself
to become a partner of FreeCard. And my situation is
not unlike his. I am a technological startup that
could blossom into something really big.
Anthony: Remember, we're all liable for everyone
else's actions in the partnership, and I, for one,
will not be a part of ANY such agreement where I can
have a decision I do not consent to forced upon me.
Alain: Hear! Hear!
Mark: I'm okay with majority rule decisions being
forced upon me. I'm okay mainly because the decisions
are going to be of no financial consequence. Right?
Alain: Right. That's how I see it. No
