Eric: I have the licenses and believe I know what we
want. While I prefer registering if we have to use
common law protection (which is much weaker) so be it.
Alain: If this step is as simple as you suggest, then
completing it right away would have been advisable, in
my view, because it would have bolstered the
motivation of the group (e.g. an important decision
taken).
Eric: But, really, I think that the license and trade
mark issues are actually secondary to the partnership
question.
Alain: You have made that clear enough, Eric. So let's
get this Partnership whipped, so that we can proceed
with the licencing and other issues that will follow.
Eric: I would like to suggest two levels of
membership: partner and associate.
Alain: This seems to be the consensus at this time. I
have not read any counter-proposals yet.
Eric: Associates would be able to come and go as they
please, and have no liability or responsability.
Alain: Do they vote?
Eric: In exchange for a reasonable amount of work they
would be able to keep a copy of the metaCard engine,
plus mention in the credits.
Alain: The "reasonable amount of work" will not always
be easy to evaluate.
Eric: Partners would have decision making authority:
they would have to agree unanimously before admitting
a new partner.
Alain: Agreed.
Eric: All persons (associates and partners) would have
to agree to change the partnership agreement.
Alain: Shouldn't this be Partners-Only ?
Eric: Partners would determine whether the associate
has done enough work to merit the engine.
Alain: OK. Subjectively or objectively ?
Eric: The partnership would be a charitable
organization. Anyone may ask to enter into the
association.
Alain: Yes.
Eric: Admission would be based on a majority vote of
partners and associates, based upon the contribution
offered by the associate.
Alain: OK. Subjectively or objectively ?
Eric: Since unanimity ... is required to change the
partnership agreement, do not expect the agreement to
be changeable - a single no would act as a veto.
Advantage: guarantees the organization stays
charitable.
Alain: Good.
Eric: Which is also its disadvantage if you later
decide you want to make money after all.
Alain: The current consensus seems to be that our
partnership will never collectively conduct any
business, in order to avoid exposing ourselves to
liability.
Eric: (at that point forking or splitting comes up -
the partnership agreement would neither encourage nor
prohibit splitting or forking).
Alain: Forking will have very little impact on the
partnership (which is good). It is mainly a licencing
issue (e.g. do we impose openness on OK derivatives)
Eric: Again, MC probably should not be a partner.
Alain: As Scott has recently made clear, neither Scott
nor MetaCard will become a partner of OpenKard.
Eric: We can, in theory, get anything we want from
them via contracts.
Alain: Licence.
Eric: The licences will have to be approved by the
partnership ..
Alain: Of course.
Eric: By using unanimity of decision and two levels
you obtain the protection (for associates) and
stability and coherence (of partners) required for
this project.
Alain: Why do you include associates in this?
Eric: I am rather enthusiastic and want to draft the
partnership agreement but cannot do so until we
determine the exact (and really it has to be a precise
decision) structure of the partnership.
Alain: I hope that we haven't worn you down, Eric!
Eric: I would like it all to be based on consensus -
but different people will have different levels of
commitment, and in the end some central decision
making has to be done.
Alain: I see that I have my work cut out for me where
consensus is concerned. What it is? How to achieve it?
A work in progress, eh!
Eric: If anyone has suggestions that are more
concrete, practicable, or more fair, please speak up!
Alain: You are turning out to be quite instrumental to
the accomplishment of our goals, Eric. Thank you
dearly for everything.
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