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News‎ > ‎

20120130 General Meeting

posted Jan 30, 2012, 9:25 AM by Helene Rolin

Attending: Cesar, Aurelie, Kasia, Ru, Peter, Gabriella, Piem, Hélène, Julia, Nathan, Nadine,


1. Progress on Setting up a start-up in London/

Relation between the Profit and the non-profit, US & UK.

Board of Advisers and Directors: BIG TIME!

Let’s draw it:

Discussion minute to minute:

Articles and Bylaws

2. Event Calendar.

Tech Award

-Events! So many events! How do we deal with that ?

3. New prototypes (London)

4. Next General meeting (6th February)




1. Progress on Setting up a start-up in London/


Compay should be registered by wednesday the 1st feb with www.companiesmadesimple.com
Open sailing will be a UK Limited by share
HSBC bank account to follow by the 13th Feb
YAY !

Relation between the Profit and the non-profit, US & UK.


https://docs.google.com/drawings/d/1kcErG1a-jV4oqNs1DUbPmzwXxrLh7-pgA0DiQRDx6zY/edit

We have chosen Plan B. The profit in the UK owned by the Non-Profit in the USA.


Aurélie would need to meet with some contact in SF such as the FACCSF
the board of advisor could be partly similar to the for profit, which would make sense

Basically Open Sailing is a structure, part of this structure is dedicated to Autonomus Sailing Robots called Protei. Protei's development through the community will sell products and develop them = Protei for profit. The idea is : the benifits of Protei's for profits go to the non profit.

The Non Profit mission is to bring awarness on all the initiatives made by Proteans worldwide and Share its Positive impact on Mother Nature and Social Impact.

The Intellectual property is held by the non-profit to guarantee the "eternal" open-source integrity of the protei principles.

- Soft engineering (Shape-shifting hull)

    - Open Hardware
    - Ethics (nature, people, technology, Profit)

Fiscally the UK Profit and the USA Non-Profit are independent. That means they pay their taxes respectively in their own countries.
The Non-profit can Own the profit by being the main share owner. That is how the USA Non-profit can own the UK Limited company by shares  according to the lawyer.


Board of Advisers and Directors: BIG TIME!

Iit is a good idea to have a good mix of men / women / younger / senior.
Candidature open, please send us suggestions if you have some.

1 Board of directors, For Limited: Max 5 person - meet once every month
1 Board of directors, for Non-Profit: Max 5 person - meet once every month
1 Board of advisers for the Profit and non profit together: Max 10 - meet once every seasons

Peter: But what maintains it as a coherent whole?  And runs it efficiently?
Cesar: Clear Objectives and connection with the on-going progress of the team..
Ru; I think in the Articles and bylaws we need to be VERY careful to ensure the various boards are a benefit, and not handicapping either side of the atlantic from making timely progress... we don't want to kill efficiency. This means outlining how movements are passed and implemented... do they need approval of EVERYONE or can the non prof and prof work pretty independently...
Peter: Yeah I think it would, it keeps an overall eye on things but allows the separate units to operate with a degree of autonomy.  These relationships will need to be defined fairly clearly, and soon.
Ru: @Peter: It is something we'll need to clearly define in the non-profit's official by-laws.

Let’s draw it:

https://docs.google.com/drawings/d/1PMC3aLW2xp3Nr_jc46ATbz3HKcNyjCc1bjaWa4azWa0/edit
http://www.flickr.com/photos/worldworldworld/6790202205/sizes/l/in/photostream/


Discussion minute to minute:

Peter: So, I like your drawing Cesar.  Now my question is: What level of control will the board of Advisors have and would they have a casting vote if the BoD of one or other companies sought to engage in an initiative that might damage the other's operation somehow?  (Can't imagine how at the moment but just say....)
Cesar: I guess the role of the Board of Advisors would be to arbitrate that dispute.
Ru: would it be legal to have an Executive Committee (as most BoD's have) that sits on BOTH boards?
César: do you suggest that the Board of Advisors to have decisional power - I would disagree with the fact that advisors take the decision for one or the other. The most we could do is to give a veto right to the Board of Advisors.
Aurélie: Advisory board has a consultative role
César: Board of advisors : Advise, Arbitrate, Extraordinary Veto right
Aurélie: A less formal alternative to a board of directors, most commonly used by small companies. A company's advisory board usually consists of 3 to 7 members, and meets periodically but doesn't have legal responsibility for operations.
Read more: http://www.investorwords.com/510/Board_of_Advisors.html#ixzz1kxRxnmXm
Peter @ Cesar: So do I to a large extent but because these two organisations are really part of an overall whole some degree of coordination at the Meta level is going to be necessary, and at some point ultimate authority must be held to resolve any inconsistency.
Cesar: @Peter, I agree, but it seems to be equally important to guarantee the freedom of each entity as well as the coherence of the whole - hence my proposition of the veto right, which is not a votin right.
César @ Aurelie : yes, not responsible, but as advisor I think it would be a good idea to have more wise people to keep us from doing major mistakes. Hence, veto proposition.
Nathan: should it be important that the Advisory Board members have no vested interest in either the non-profit and for-profit?  If it is maintained that the advisors are absolutely impartial to both sides, this would function with the most integrity.
Peter @ Cesar: Yes, that's the trick, to maintain autonomy, (or flexibility really) without working counterproductively.
Ru: Cesar, I would presume the intention is for there to an executive (you) or executive committee that makes final decisions and plans for BOTH branches of the organization, no?
César: yes we need to talk to lawyers, but we need not only to ask a question, but decide of a model of governance that a majority of us can agree with.
César: I cannot not be legally at the head of both profit and non-profit..? And I think it is a good idea to separate the governance and not only have me to govern the whole thing. I think we can have 2 persons at the helms : on at the helm of the profit, one at the head of the non-profit.I want to pilot the start-up in the UK. and find someone to pilot the non-profit in the USA.

Nathan: This reaches into the philosophical, but if we were to have guidelines that both the non and for must abide by, it would be interesting to draft a sort of... Constitution, of sorts, which the Advisory board would extrapolate from for their own decisions.  This would be an impartial document that applies unilaterally to both sides, without having a living person at the helm.
Peter @ Nathan: That's a nice idea.  A guiding document by which the BoA is obliged to judge the behaviour of the two bodies and rule accordingly should any contrary activity arise.

Ru: Can I suggest then that the HEADS of each participate as a honorary board of director for the other side?  To maintain good communication and a unified vision? Or advisor.  But there needs to be good communication, as Peter mentioned. Maybe I suggest the Boardof Advisors be BETWEEN the boardsof directors... not as a governing body over them, but as a potential mitigator.
Peter @ Ru: Functionally I think you're right and with rules of association, which would have to be binding between the two, that would be a small part of the job for the BoA.  To mediate compromising activities, but I see them in a positive contributory sense as well, for the majority of the time, providing guidance on a number of levels.
Ru @ Peter: Oh absolutely!  I thnk they will contribute much!  But part of my place I think is to obssess over the details.

César: Of the profit and the non-profit which would deal with the local groups ? Each local groups would be a source of Expenses as well as potential income - depends how we set our relation ship with them. We could see each local branch as a mini-start-up.that would probably be the most fructuous strategy : to not depend of the mothership - but rahter, make the whole network stronger and more reliable
Aurélie: The non profit role will be to communicat on their initiative and connect them with others and invite them to join the annual Proteans get together I guess. and the for profit will have to implement their innovation in the manufacturing.

Maybe the

- educational activities of local groups to deal with the Non-profit (USA)

- commercial activities of Local groups to be dealt with the profit (UK) ?

this is also crucial for the expansion of the network


Ru: Eventually you could consider offering services for local groups who pay small dues??  Not necessary, but increased convenience, and subsidizes OS's administrative costs???  Random thought. I wouldnt want it to become exclusive, but maybe more help from us in exchange...
Aurélie: the non profit could considere indeed # annual membership fees in addition to the donation / grant/ fundraising revenue modele


Articles and Bylaws

Ru suggests to create a workgroup to write the Articles and Bylaws. We should ask assistance to lawyers to write the final text.
- Andrew Catz (to write)
- Mark Henley (to write)

- SENO-NOLA : http://www.seno-nola.org/index.php?option=com_content&view=article&id=80:accel-corps&catid=5:participate
- Narito Harada (for proof-reading)


2. Event Calendar.


TO DO: Please everyone fill the protei's event calendar, This will be the base of what we have to offer as a Media Exposure for our Sponsors for now. Also, the person in charge should provide as much information as possible regarding the event/ exhibition / fair

https://docs.google.com/a/opensailing.net/spreadsheet/ccc?key=0AqFkZEaH8aPIdGtCRHpUZDN6TE5XNndIYUZnbmRKLXc&hl=en_GB#gid=0

Tech Award

Congratulations! César  has been nominated for The Tech Awards in the Environment category.
The Tech Awards, a signature program of The Tech Museum of Innovation, honors innovators from around the world who are creatively applying technology to benefit humanity. Fifteen Laureates in five categories - Environment, Economic Development, Education, Equality and Health - will be honored at a Gala event in October 2011 in Silicon Valley, California, and five Laureates will each be awarded a cash prize of $50,000 USD. On behalf of The Tech Awards and our partners and sponsors, we invite you to submit an application, an important next step in the process of becoming eligible for the award.
www.techawards.org
TO DO: Ru could help Cesar to write the Grant!

3. New prototypes (London)

Arco prototyping is progressing, I will post pictures of drawings ect
tomorrow the general design of Protei 008 will be delivered
the outlines and proportions
shortly after :construction !

4. Next General meeting (6th February)


- Sponsor list
- Events! So many events! How do we deal with that ?
- Structure Profit/non Profit + board of Directors/Advisers
- ARCO Mardrid Prototype Finitions
- Open Sailing registered in the UK as a LIMITED !!! yheee by share
- Bank acocunt open at HSBC
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