[HCoop-Discuss] Joining Cernio - logistical and legal issues (was Re: [HCoop-SysAdmin] DNS server on a different subnet)

[Graham Freeman]

On 28 Dec 07, at 15:48, Adam Chlipala wrote:

> OK, another question: What would the logistics be of having HCoop be a
> member of Cernio?  What would it mean for HCoop to read and understand
> the Statement of Principles and Terms of Service?  What would it mean
> for HCoop to vote in Cernio elections?
>
> [This question may be as much for Graham as for our more legally-savvy
> members.]


Greetings from a functional computer, having lost only 12 hours of  
locally-stored data.   It's nice when backups work, but the restores  
are what count.


So, you're asking about logistics, but this is a good time to raise a  
legal issue:  Cernio is still not a legal entity in its own right.    
Everything that it does is done under my name, which is treated for  
tax purposes as a sole proprietorship.   The $37K contract with United  
Layer, the $15K in equipment, and the surprises that come up from time  
to time - all on me in the end.

The 57 people who have joined as members have in fact given me between  
$60 and $300 with the understanding that I'll refund their membership  
money (but not fees) if/when they leave and that some day I'll find  
the time to complete the process of incorporating Cernio as a Canadian  
cooperative, at which point I'll issue membership share certificates  
accordingly.

If Hcoop were to join before Cernio incorporates, it'd be the same  
arrangement.    You'd have to proceed with the worst-case scenario  
assumption that you'll never see your membership investment dollars  
again, but the likelihood is that you'll have nothing to complain about.

The primary reasons this incorporation process has been so slow are  
twofold:  (1) At present, nobody is paid for their time for doing  
Cernio work, and the tech stuff tends to be more fun that the  
bureaucratic stuff, and (2) we've had a lot on our plate.   But at  
this point, we have the necessary board members, the necessary  
physical locations in the appropriate Canadian provinces, the cash to  
grease the wheels, the attorneys and accountants on both sides of the  
border to keep us out of trouble, and general agreement among the  
membership on how to proceed.   At this point it's just a matter of me  
completing a couple of projects for my paying clients and hitting the  
phones.


To answer your logistical questions:   Hcoop would have one or two  
representatives, with whom Cernio communicate and to whom Cernio would  
hold responsible for Hcoop's adherence to the relevant policies.    
When it came time to vote, Hcoop would have one representative casting  
one vote.   Throughout, Hcoop as an entity would be just one Cernio  
member - the 58th, if you joined today.


thanks,


Graham Freeman
General Manager, Cernio Technology Cooperative
Email/Jabber:  graham.freeman at cernio.com
+1 415 462 2991
http://cernio.com/cooperative/