Provisional Charter for Pizarro

This document is superseded in its entirety by Provisional Incorporation Documents, and retained at this location for historical purposes only.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

5 Responses to “Provisional Charter for Pizarro”

  1. Mircea Popescu says:

    Here's a list of things, numbered for convenience :

    1. The separation between your public and private roles needs some fleshing out, at least in principle. I am aware you're perhaps following my own example here, but it may turn out a poisonous offering in that I do things and keep track of things that aren't necessarily evident to the bystander, but which can readily cause mischief if mishandled. Where there appears to be just silence a lot may be happening underneath, take the whole discussion re bonds earlier as an example in kind.

    2. The BTC specification of BB's extraction is weak, in that he'll have to make it back home even if one day the dollar dares claim parity.

    3. Who is the management ? Is there something contemplated in the vein of Pizzaro board appoints ben_vulpes to manage ?

    4. How can the dc possibly be owed 60k ?! Is this a "until end of year" figure, or per annum or lifetime-of-contract (3 years iirc) or what ? BB iirc ate ~7.5k a year and had a futher 15k or so in overheads (including a tiny office space).

    5. As things currently stand I won't be having anything to do with an isp that involves alf, as I have no confidence he can complete the necessary tasks on time.

    6. Is there any provision for capital goods purchase, how's that to be handled ? At the very least you'll need two dozen racks and power supplies, say.

  2. Diana Coman says:

    1. "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. " +
    2. "the latter two representing The Bitcoin Foundation as well as themselves."

    Between 1 and 2 I'm rather confused. Is the Pizarro ISP owned half by asciilifeform and half by The Bitcoin Foundation? Then are there at 2 and at 1 ben_vulpes and mod6 simply acting /entering the agreement as representatives of the Foundation? Or is the Foundation then appointing mod6 to manage customer relations and ben_vulpes to manage talent etc? Or is it owned half by asciilifeform, a quarter by the Foundation and then another quarter by mod6+ben_vulpes?

    Does this mean that the whole ISP depends on the Foundation maintaining the same board (chairs) itself?

    I'm really asking for clarification, not saying anything is wrong here necessarily.

  3. ben_vulpes says:

    Mircea Popescu,

    > 1.

    I don't see much "private role" in here; I'm to manage as a steward of the Foundation's capital. I did wrestle with the "but you're not profiting as an individual to make the thing make money, so how can the incentives be aligned correctly", but my name and stewardship are incentive enough upon consideration. Not that I'm opposed to making money as a private entity, but I don't want to muddy the waters.

    If you have concrete suggestions as to how to more cleanly delineate the roles I am all ears.

    > 2.

    Shall amend to clarify.

    > 3.

    Reasonable critique; I'll amend to clarify my role as manager of the operation.

    > 4.

    The DC is owed that over the 2-year term of the contract; payroll idem.

    > 5.

    That is disappointing. I'll have to earn your business despite.

    > 6.

    The matchup between the line of credit and the sum of liabilities through the end of the contract is a coincidence, nothing more. Early machines necessarily must be paid for from the current capital pool.

    Should subscription dwarf my expectations to the tune of 2 full racks while we work through this tranche, the balance sheet oughta be in fine shape to justify another round of financing.

  4. ben_vulpes says:

    Diana Coman,

    Pizarro is owned half by asciilifeform and half by the Foundation. I did struggle with the language for this, as corporate entities have no agency but that of their agents/operators.

    To clarify, I've proposed that the ISP's board have 2 seats, one filled by asciilifeform, and one by the Foundation. The board will then pick a manager to operate the machine.

  5. Ok so basically, the foundation owns half the shares, by agreement between its two heads ; you are to take the management responsibility of the isp ; and the board to be permanently deadlocked as you've provided for a number of seats that is not only even, but so small as indeed no other possibility is even remotely likely. That about right ?

    Have these commitments been subscribed and paid or merely subscribed and not yet paid ?

    Two years minus two months of DC afaik would be about 22 * 2834.06 (as per) = 62349.32, which doesn't meet your figure somehow.

    Two years (also minus two months ?) of Bingoboingo would be 22 * (30 * 20 + 570 + 325) = 32890 which also doesn't meet your figure (though this is necessarily an approximation, his various rents vary).

    So do you actually have 10 BTC in cash ? Or did you change some portion of it into fiats, or how's this stand ?

    In another line of reasoning, explicit integration of the WoT might be a good idea (something along the lines of -- customers without a WoT presence have no rights ; customers with negative WoT standing are not considered ; customers with good WoT standing are invited to #pizarro for support).

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