Archive for 2018

Provisional Articles of Incorporation, notes

Tuesday, February 20th, 2018

This document supersedes completely the previously-published Provisional Charter for Pizarro.

Mircea Popescu and Diana Coman needled me on the lack of clear separation between mod6 and my roles as chairs of The Bitcoin Foundation, chairs of Pizarro, and my management of the new entity. Discussion in the forum led me to wholly reformulate the entity's structure.

The Foundation Makes a Loan

As The Bitcoin Foundation has been graciously capitalized by The Most Serene Republic, the state of emergency continues with only incremental progress, and the continued failure to deliver an internet service provider threatens the nascent Republic's very existence, mod6 and ben_vulpes have extended 1 BTC of The Bitcoin Foundation's capital to a new corporate entity in bridge credit, buying time to wind down BISP and instantiate a new entity.

Capitalization and Liabilities

Including estimated wire costs, the outstanding DC liability sits at 61615.26 USD; payroll costs to retain BingoBoingo's services, to ensure a usable work environment, pay local taxes etc, for the duration of the contract total 38,434 USD; both sum to 100,049.26 USD.

The DC liability is lower than one might estimate, as the final month of the contract has been prepaid; and the payroll charges are higher than early reports from BISP would indicate, as in exchange for residency permits, bank accounts, and a local corporate entity with which to enter into contract with the data center, the local state has levied significant taxes.

The capitalization proposed below totals an estimated 112.4KUSD, coincidentally only of the same order of magnitude as the operating costs for the remainder of the contract with the data center. Should additional capitalization prove necessary for more racks or more machines, the following corporate structure allows for management to sell more shares in the corporation or issue debt at their discretion. This entity is capitalized in BTC and the USD numbers quoted above merely a convenience for readers. Forex risks are not to be downplayed in the analysis of this corporate structure.

Provisional Articles of Incorporation

This agreement is entered into by BingoBoingo (identified by GPG fingerprint ADD7 A9A2 8F85 E5EF 1F51 904F 309B B8D7 F325 1143), asciilifeform (identified by GPG fingerprint 1721 5D11 8B72 3950 7FAF ED98 B982 28A0 01AB FFC7), mod6 (identified by GPG fingerprint 027A 8D7C 0FB8 A166 4372 0F40 7217 05A8 B71E ADAF) and ben_vulpes (identified by GPG fingerprint 4F79 0794 2CA8 B89B 01E2 5A76 2AFA 1A9F D2D0 31DA).

Pizarro ISP (Pizarro) shall incorporate with 1,000,000 shares, selling 500,000 each to mod6 and asciilifeform at a value of 0.00001 BTC each, for a total equity value of 10 BTC. Pizarro shares have no voting rights.

asciilifeform, mod6, and the chairmen of The Bitcoin Foundation will each appoint one board member, hire ben_vulpes to manage Pizarro, and hire BingoBoingo to perform remote hands labor. ben_vulpes shall direct day-to-day operations, produce monthly AN0 statements, and consult with The Board, The Republic and Pizarro's customers at his discretion. mod6 shall manage customer relations, and asciilifeform shall have remit of all electronics and software; directing BingoBoingo's work as appropriate and at asciilifeform's discretion.

Pizarro ISP shall issue Special Stock Warrants for 100,000 shares to ben_vulpes and 10,000 shares to BingoBoingo at a price per share of 0.00001 BTC, redeemable 1 year from the signing of this contract by all parties.

Should any member of the board or the hired manager withdraw or fail to meet their obligations, or should the board determine that the operation cannot continue as a going concern, this entity shall terminate, liquidate, and provide BingoBoingo 0.25 BTC in parachute. asciilifeform will pay for BingoBoingo's plane ticket home out of his own pocket, with mod6 as backstop and ben_vulpes as secondary backstop.

This agreement is entered into by BingoBoingo (identified by GPG fingerprint ADD7 A9A2 8F85 E5EF 1F51 904F 309B B8D7 F325 1143), asciilifeform (identified by GPG fingerprint 1721 5D11 8B72 3950 7FAF ED98 B982 28A0 01AB FFC7), mod6 (identified by GPG fingerprint 027A 8D7C 0FB8 A166 4372 0F40 7217 05A8 B71E ADAF) and ben_vulpes (identified by GPG fingerprint 1D02 5EF0 42F9 A50A 7159 C01C F6AC 75A1 CE34 15E4).

Pizarro ISP (Pizarro) shall incorporate with 1,000,000 shares, selling 500,000 each to mod6 and asciilifeform at a value of 0.00001 BTC each, for a total equity value of 10 BTC. Pizarro shares have no voting rights.

asciilifeform, mod6, and the chairmen of The Bitcoin Foundation will each appoint one board member, hire ben_vulpes to manage Pizarro, and hire BingoBoingo to perform remote hands labor. ben_vulpes shall direct day-to-day operations, produce monthly AN0 statements, and consult with The Board, The Republic and Pizarro's customers at his discretion.

Pizarro ISP shall issue Special Stock Warrants for 100,000 shares to ben_vulpes and 10,000 shares to BingoBoingo at a price per share of 0.00001 BTC, redeemable 1 year from the signing of this contract by all parties.

Should any member of the board or the hired manager withdraw or fail to meet their obligations, or should the board determine that the operation cannot continue as a going concern, this entity shall terminate, liquidate, and provide BingoBoingo 0.25 BTC in parachute. asciilifeform will pay for the ticket out of his own pocket, with mod6 as backstop and ben_vulpes as secondary backstop.

Provisional Charter for Pizarro

Sunday, February 18th, 2018

This document is superseded in its entirety by Provisional Incorporation Documents, and retained at this location for historical purposes only.

Provisional charter for the new ISP entity follows. I'll leave this open for commit a bit longer before we ink it.

This agreement is entered into by BingoBoingo (identified by GPG fingerprint ADD7 A9A2 8F85 E5EF 1F51 904F 309B B8D7 F325 1143), asciilifeform (identified by GPG fingerprint 1721 5D11 8B72 3950 7FAF ED98 B982 28A0 01AB FFC7), mod6 (identified by GPG fingerprint 027A 8D7C 0FB8 A166 4372 0F40 7217 05A8 B71E ADAF) and ben_vulpes (identified by GPG fingerprint 1D02 5EF0 42F9 A50A 7159 C01C F6AC 75A1 CE34 15E4), the latter two representing The Bitcoin Foundation as well as themselves.

asciilifeform and The Bitcoin Foundation will act as the board (The Board) and management of what heretofore was known as The BingoBoingo ISP and henceforth Pizarro ISP in a complete takeover. Should any of the three members of the board withdraw or fail to meet their obligations, this entity shall terminate, liquidate, and fly BingoBoingo home with 0.25 BTC in parachute.

As The Bitcoin Foundation has been graciously endowed by The Most Serene Republic, and the state of emergency continues with only incremental progress, mod6 and ben_vulpes have extended 5 BTC of The Bitcoin Foundation's capital in credit to further start-up and operating costs associated with taking over the ashes of BISP and bringing a new venture to profitability. asciilifeform will match the Foundation's capital 1-to-1. Pizarro's management shall determine whether to use revenues to minimize drawing on the line of credit or to make payments on existing debt notes; and when making payments such shall be made on all notes, proportional to their sums. All such payments made to The Bitcoin Foundation shall accrue solely to The Bitcoin Foundation.

Including estimated wire costs, the outstanding DC liability sits at 61615.26 USD; payroll costs to retain BingoBoingo's services, to ensure a usable work environment, pay local taxes etc, for the duration of the contract total 38,434 USD; both sum to 100,049.26 USD. At current FX rates the new entity's BTC capitalization comes to ~108K USD. Under the exigencies of ensuring continued operation, The Board undertook to fund March datacenter and payroll bills; February's statement shall reflect these charges.

* asciilifeform shall preside over electronics and software, and provide detailed instructions for technical tasks.

* ben_vulpes shall provide business management, and serve as primary allocator of resources including staff time.

* mod6 shall provide moral direction and manage customer relations.

* BingoBoingo shall continue on as hired hands under the management of ben_vulpes and technical direction of asciilifeform's, providing a persistent local presence, working on behalf of Pizarro ISP in Montevideo, and flogging shared hosting on the web at large

asciilifeform and The Bitcoin Foundation shall each enter the venture with a 50% ownership stake; the managing partners shall make decisions within individuals' domains at their discretion and between and across domains through argument and (dis)agreement.