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Text File | 1992-08-14 | 72KB | 1,523 lines

Transcript of the first organizational meeting of STAR 6/19/92 Diana I want to thank you all for coming. My name is Diana Gruber. I want to thank you for coming to the first organizational meeting of "STAR" Shareware Trade Association & Resources. I'd like to introduce the people at the head table. This is Scott Miller, Apogee Software; over on the end is Charles Kramer, Attorney. He's here for consulting and information and advice; and in the middle, this is Mike Callahan, who requires no introduction being that he is already one of the stars of the show in the industry. At this point, I will pass the microphone to Mike Callahan who is going to conduct the meeting. Callahan Thank you. I was asked to moderate this meeting, as it were, by Diana and Scott, and I've happily agreed to do so, because good Shareware is good Shareware, regardless of nationality or religion, or political affiliations. So I've made that clear many years ago. Some of the things we want to cover tonight, and bear in mind that we're all winging this because, first of all to answer questions about what STAR is, there are certain items that have to be covered tonight, as far as acceptance of a mission statements, and voting procedures, and some committee structures so that things can start to become organized. Probably the first half hour, forty minutes, or so, are going to be allowed for questions about the nature of the organization. As Bob Ostrander pointed out in the other reception over there, and I agree completely with Bob, is that there is plenty of room for other organizations that will represent the Shareware Industry. Because that's the key to all of you, is to have Shareware recognized and become the so-called household word which, which at this point, it isn't. I run into it myself, I run into too many people every day who, "Well what do you do?" "Well, I work with Shareware." "What's that?" you know and you see people in Software, Etc. stores that don't know what Shareware is. And so another organization can only benefit the Shareware industry as a whole by publicity and spreading disks around, and good publicity and more press. And I see that as a good thing. So, I think we can start off by fielding questions that anybody has about the basis of the organization and when we've run out of questions and answers, then we can proceed on to doing some of the things that should be taken care of right away. Like the mission statement. Diana Do you want to read the mission statement? Scott We can read the mission statement first. Diana Okay, this is the proposed mission statement submitted for approval. STAR is a trade association established to provide the Shareware community with a vehicle for networking, resource-sharing, publicity, and marketing assistance. STAR promotes the free and open exchange of information, creative expression, and quality and ethics in shareware. STAR will heighten the public's awareness of shareware, and will advance the state of the shareware industry. Callahan Does anybody have any discussion with regard to the mission statement? Bob Wallace This is the first time I've heard it, I heard trade association and I heard community of Shareware, community of Shareware . . . Callahan All right, you want me to do it again? Wallace Yeah Callahan STAR is a trade association established to provide the shareware community with a vehicle for networking, resource-sharing, publicity, and marketing assistance. STAR will promote the free and open exchange of information, creative expression, and quality and ethics in shareware. STAR will heighten the public's awareness of shareware, and will advance the state of the shareware industry. Diana What's the question about trade associations? Man #1 A Trade association is ..... primarily people in the shareware business It wouldn't benefit the users so much. Diana Actually, our idea of STAR is that it's going to benefit the entire Shareware community. We do want to establish a user class in STAR, being an associate member class, not a voting class, but we will be letting users join STAR, and participate in the discussions. And in addition, we are hoping that the benefits of STAR will extend beyond the membership of STAR. For example, we want to have open, online discussions so that everybody can participate in the discussions. We want to publish a newsletter and make an on-ine version of that newsletter available so that nonmembers as well members can download the newsletters and benefit from the information in the newsletter. So, we are making it a goal to benefit the entire Shareware community as well as the members of STAR. Wallace Do you need that word trade in there? An "association of" might work about as well wouldn't it? When you say trade association, that's kind of a term where the audience might . . . Kramer Right. One of the reasons that it's true that that word's there is because I've been making a bit of a point of it. The trade association focuses on the point that because STAR will be open to every entity in the Shareware industry, users, vendors, bulletin board operators, authors, companies led by authors, publishers, to some extent it's going to be an entity of competitors. Vendors compete with other vendors, authors that write similar programs at least potentially compete with other authors. With bulletin boards that's probably less true, they're mostly regional. Whenever you have an organization like that, there's certain natural inclinations, some of which come up in Ilink discussions. For instance, gee, you know if we can all together agree on something, maybe we can take common action. And that might be okay. But, it raises a problem. Because when you have competitors taking common action, it can sometimes be to the detriment of other people in the shareware industry. That's dangerous, and it's potentially illegal. So, I mention it, a trade association, partially so we can focus on just where that line is sometimes. Wallace Well the other common legal form this could take but be a nonprofit, in this case educational, primarily, but also cultural. The rest of the mission statement that sounds real kind of nonprofit educational. Kramer Well, that's in fact the goal. And in fact, you're right. It's somewhat tricky to do what STAR wants to do and still be "not for profit". There's some benefits of being not for profit. One thing we could get money. We could get machines donated, potentially if we find people with common interest. Dues can be, at least to some extent, deductible. That might be another attractive aspect of it. However, just because it's an entity which to some degree is composed of competitors, that fact alone could point to it as a trade association, whether or not it's not for profit. Wallace But the non-trade people, you're actively encouraging people not in the trade. Kramer Absolutely. That's right. Except what we're, what my concern is as an attorney... I should say that in expressing these views, I'm not expressing them as a shareware author, which I'm not. I'm not expressing them as a member of the shareware community. I'm really giving a legal view of what the danger is when competitors get together. Even though it's going to include more than competitors, and most authors don't compete with each other; most bulletin boards don't compete with each other. Whether vendors really compete with each in the antitrust legal sense, it's an open question, I'm not sure. But there's a danger of that. And one of the things that has come up as a potential danger, particularly in this circumstance, is when you have people saying; let me make a distinction, maybe this will be valuable. It's one of those distinctions that lawyers love because it's kind of fuzzy, and you talk for ages about where the line really is. It's a little bit annoying. But... There's a difference between a standard which some people think serves a competitive purpose. And of course, we all know some of those things are on the shareware list. Some people think certain standards will benefit everybody; some people think they don't. Very contentious issue. There's a difference between that and something which is more clearly ethical, good quality, open communication, stuff like that. If nine out of the ten vendors in the country got together and said, this is what the standard's going to be, if you agree to that standard, you're going to get all the benefits of our organization. If you don't agree with that, you're going to be out. That's dodgey. Because what you're saying is that nine competitors have gotten together and excluded that one competitor from certain benefits. That's where it gets dangerous. Wallace But if membership in the association is open to everybody who meets objective criteria, rather than saying, well we just all like each other, and we don't like this guy, so . . . Diana Membership is open to everyone. Kramer See, my understanding of how STAR operates, and as I say, this is my understanding, not where I stand, is that, it should be an organization big enough to allow fundamental differences as to how things should work. And that even if there are people within STAR who disagree as to how something would work, they should still have access to STAR resources, which would be: common pool of information; if it gets a library of Shareware which it gives out, that should still be available; the right to participate in discussions, and still disagree. Wallace I guess I have one more question. In terms of competition, in terms of ecology, in terms of things like that, there's an ecology of Shareware associations, obviously. There's only been one such entity so far, and now you're talking about a second entity, whenever you have multiple entities in an ecology, you want differentiation? So, it would be useful to have this group, I think it would be more successful, if it was to differentiate from ASP. To some extent it sounds like you're reacting against some of the problems in AST in terms of kind of being restrictive, and kind of being more a formal trade association. That's what I want to say. If you are more oriented in a little bit different way to be more educational and inclusive, and a little.. sounds almost like more non 501C than rather than 501C or whatever trade association Kramer Let me give a suggestion of how I think this will work from a legal point of view, then if Diana wants to take it, she may have some strong views on this. Wallace The problem is figuring out what we want to do, and then the legal part about... Callahan Well, my impression is that my job here would be for me to help create a legal form that really may be in some ways unsatisfactory to you in terms of definition. It may not seem very defined. I think the primary goal is to create an entity which can define itself, and having done so, can continue to define itself, because I think that conclusions that people come to on particular issues are going to be, by their nature, tentative. And a year from now people may disagree, and I think the entity which is desired as one which will allow for that. Wallace How would you differentiate yourself from the ASP? I mean what are the differences? Diana That is actually one of the things on our focus statement that I really wanted to avoid that topic. What I want to do at this meeting is stress that the issues are separate from the bylaws. We are not going to be hard-coding any issues into the bylaws. We are going to have organizational bylaws that are streamlined and flexible. They will be subject to amendment in the future. But, part of our mission will not be to legislate issues or morality or ethics. Our mission is strictly in the area of information, benefits, doing research, these sorts of things. We will never act as an enforcement agency. That is not our purpose. Wallace But what you said is how you're different from the ASP. Diana Yeah, I just didn't mention ASP. <laughter> Diana Mike? Callahan Why does Diana hand me the microphone, too? Like I know what I'm doing. Well, I believe we still have the question of, do you need the word "trade" in the mission statement? Man Otherwise, you would be "SAR" <laughter> Diana That does lose some of the flavor, doesn't it? Callahan That's a very good point. Diana I think that answers the question. Callahan What else could we change it too? Scott The T stays. <laughter> Diana The "T" stays, okay, yes. I'm sorry, Bob. No that's okay, but I think that does sort of settle the issue. Scott bought all those tee shirts. We paid for the trademark search on the name. We made tee shirts. I'd like to keep the name at this time. Callahan Okay, does anyone else have any comments on the mission statement. Man Yes, say a few words about, for someone who doesn't know where STAR came from, about the birth of the idea. Diana I guess that's me. Callahan Good. You're the expert. Diana The birth of STAR, gosh, goes back a ways. You know, there are members of the shareware community who are just basically nonconformists; who just want to run their business their own way. And I am one of those people, and I have always thought that I could really use some of the benefits of a trade association. You know, I'd like to get in on some bulk disk mailings; I'd like to share the information that's available. Approximately a year ago, I talked to Scott. I said, "Scott, you know, there's room in this industry for another trade association. What do you think?" He said, "You're crazy, don't talk to me about stuff like this. Go away." Well, about two months ago, the subject came up again, and again, and again. I finally talked Scott into, let's do this. You know, once you talk Scott into something, I mean, Scott's a go-getter. Scott said, "Okay, well if we're gonna do it, let's do it big and let's do it now." And that's, basically, the birth of STAR. Is that the question? Callahan Okay, are there any other questions? Man It's my understanding that ASP has a little over a thousand members, and a fair proportion of that is in Indianapolis this weekend. Is it really necessary form another organization rather than to modify the existing organization? Callahan Well, do you want to answer that? Diana Sure, I'll answer it. Do you have an answer? Callahan I can give an answer. If you don't like my answer then Scott <Let Mike answer it> Diana What? Oh. Go ahead. As Bob Ostrander, himself, said at the other reception that many of us just came from is that there is more than enough room for another association that will help further promote the cause of shareware around this country and around the world. So another association cannot hurt the cause of Shareware. As I stated a few minutes ago, I mean I tend to be neutral on things, I view good software is good software. But I find no problem with being here anymore than I find the problem of being an honorary member of ASP, of which I am the only one. My personal viewpoint is that you're all involved with shareware, and a problem that I have recognized is that shareware is not a household word yet. People are finding out more about Shareware now than ever before. In the last two, three years, there are more books on shareware; more magazine articles about shareware; more magazine columns on shareware. I, myself, do quite a few radio shows on shareware. It's something that's coming along. But the more people that can find about shareware, the more business you stand to do. The more shareware proliferates around the country and throughout the world, the more business you will do. So, another association can't hurt anything. All it can do is help the spread of shareware. And this association as Diana just outlined takes a different approach to promoting shareware than the existing ASP does. You raised the question of trying to change the existing ASP. I believe that if that was going to happen, it would have happened within the ASP by this point. And it hasn't. So consequently, Diana and Scott decided to form another organization that is not, as I understand it, not in any way intended to compete or detract from. The goal of ASP is to promote shareware; and the goal of STAR is to promote Shareware. These are different approaches to the same goal. And they both have a goal that benefits all those who are involved in Shareware. Man We'd like to get some feedback . . . Scott There are, in fact, quite a few people who have tried to get the ASP to rethink some of their ways of thinking. I think basically though, that given the way some of ASP rules are structured, there are a lot shareware authors who just can't get into the organization. It's not just myself and Diana who came up with this on our own. On several BBS echo mail networks, there was quite a demand for an alternative. And Diana, being one of the leaders on these echo mail networks, was a natural person to get this going. Dave Snyder Can I just make a comment on changing the ASP, I'm an ASP member and I have been working fairly actively over the last year to change some things in the ASP. There have been some changes. However, one of the problems of changing anything in any organization is there are people in the organization who want to change it one way, other people want to change it this way, and another person wants to change it a third way, and so on. So when you talk about changes in any organization, which direction do you want to change it in, it's very difficult to get agreement. So, one of the things historically that ASP has done is said, look, we want to set certain standards and if you want to be a member of ASP, meet these kinds of standards. And that's perfectly acceptable. Another perfectly acceptable approach is to say, we're not going to have standards of those kinds, we're simply going to share information and share resources. So it seems to me it's not really an issue of changing one thing or another. It's simply taking as I said, two different approaches. Diana Thank you. You all said it much better than I could. Callahan Did I do okay? Diana Yeah, you did wonderful. Callahan Okay. Callahan Are there any other comments, questions, regarding the mission statement? Man You said something about not having any kind of legislation, I was wondering, is there going to be any kind of insurance of professionalism in shareware, something like the ASP has with their ombudsman where if an author doesn't respond at all to a customer, the customer at least has some kind of recourse, or is the customer going to be on their own in dealing with the author? Diana We have no current plans to implement any of those programs. But, the membership will be able to vote in any kind of programs or standards they want after incorporation. So these kinds of things may be addressed in the future, but at this point we have no plans to be setting any kinds of standards or ombudsman or anything. All we're working on tonight is the basic organizational bylaws, which will be as streamlined and minimal as possible. That is an issue which is worth discussion, I'd love to hear about many sides of that issue. But I would like to leave that as an issue for the future. It is something we can definitely consider in the future. Callahan Anyone else? Man Since the shareware industry is composed of a lot of very small companies, are you going to make plans to have specific in support for the self-employed or small business as in group insurance? Diana That will be the same answer as the previous question. We have no current plans to be offering benefits such as group health insurance. In fact, I had not even thought of it. That is an excellent suggestion. And what we should do is at some point form a committee to look into that, come up with a proposal, and the membership should vote on the proposal. And if we come up with a group health insurance for small business, you know, I could really use that. That's an excellent idea. Man As a person that has several employees for several years I know anybody with a small business will agree, health insurance is very expensive to get. Diana I love that idea. Bring it up again in the future, please. Man I don't know if I should say this. Although I talked to Diana and Scott earlier today, it seems like their credibility has gone up 100% by having Mike here. <applause> Callahan Thank you, thank you. One thing I hope I've achieved in a lot of the years is some credibility. At least you know I'm always honest. Wallace There's a few of us here, and I'm embarassed to say this, but I'm modem impaired, and I consider it a disability. Callahan We'll give you a special parking space. Wallace Okay. Are you going to have a newsletter? Communication is very important. ..... Diana Yes. We already do have a newsletter. Jim Hood has very graciously offered to distribute the SMS Newsletter for a limited period of time. It will contain STAR news as a subset of the SMS Newsletter, but he would like to work away from that so that we would have an independent newsletter. But he said, during the formation, maybe for several months, he will give us space in his newsletter. And then we would like to have our own, definitely. Hard copy and online. Callahan Are there any other comments regarding the mission statement? Does everybody still remember what the mission statement said? Man I assumed the international aspect of the whole thing has been taken to account as well as it is not just the USA involved Diana Oh, Absolutely, absolutely. Any specific concerns in that respect? Man No, just basicly.. Predominantly, obviously, it will be 95% US members, but I'm concerned that international members be allowed to join as well. Diana One of my personal goals is to not exclude anybody from STAR. Man I never expected exclusion on international ground, however, it's important that I get information and know it exists. Diana Sounds like a job for another committee. We'll make a sign-up sheet, and you put your name at the top of it, okay? <laughter> Diana Anyone else? Okay. Would anyone want me to read it one more time so everybody's clear about what it says? Diana Let Scott read it. Callahan I'll read it. Scott's sending me a Wolfenstein. <laughter> Callahan Okay. STAR is a trade association established to provide the shareware community with a vehicle for networking, resource-sharing, publicity, and marketing assistance. STAR promotes the free and open exchange of information, creative expression, and quality and ethics in Shareware. STAR will heighten the public's awareness of shareware, and will advance the state of the shareware industry. Man I think it has in the mission statement something to the effect of having quality and ethics and yet to not have standards and membership restrictions? Diana I've got it. Diana We are promoting quality and ethics. We are not legislating quality and ethics. That's the difference. <applause> Man Okay, but what quality and ethics are being promoted? Diana That would depend on whatever quality and ethics people think are important. We're going to promote the discussion of it, and it's a subjective subject. Everybody has a different idea of what is quality. We're going to promote the discussion of who thinks what works. Who thinks what is good. Everybody agrees that ethics is a good thing. Everybody agrees that quality is a good thing. But how do you define ethics? How do you define quality? Well, we're not necessarily going to ever come to a definitive definition, but we will discuss it indefinitely. Man Quality Shareware is shareware that people want to use and ethical authors are authors whose shareware people want to register. It's that simple, and it'll work. Callahan Okay, if there are no further comments or discussions, following the rules of order . . . <at this point the Scott turned the dictaphone tape over. While he was turning it over, the mission statement was approved unanimously.> Callahan We'll pause a moment while I confer. You want to talk about the voting procedures? Diana Fine, yeah. Callahan Okay. The next thing that we'd like to discuss is the voting procedures. Does anyone on the floor have any comments regarding voting, since STAR will be open to all people, but obviously, not everyone can vote. As Diana mentioned, there'll be a user associate membership so that users have input and access, and so on. Buy obviously, there has to be some kind of dynamic as far as voting on things that committees determine. Man Well, I'm a little bit confused. Am I to assume that everyone in this room is an honorary member, and that's why everyone votes? Diana No, we're the steering committee. Man You're the steering committee? It would seem to me the first thing to discuss would be membership and who is and whose not a member. And if everyone here is a member, then I understand why we're voting this way. Diana Can you tell us a better way we can do it? Man I'd like to hold a vote to see if we can vote. <laughter, several voices> Man .....no formal body to vote, you're voting on forming a constitution to... anybody here can vote... you're voting as a group of people who want to form a body... Diana Yeah. Yeah. <several voices> Callahan Go ahead. Man It sounds like the real function is to be open to allow a lot of interaction in membership. Why not just have one class of membership to allow others to vote. Diana May I field that one? That's an excellent question and something we've discussed at great length on- line, and elsewhere. And the reason is because the members have different interests. Now, we've got distributors distributing Shareware; we've got developers creating Shareware. And the developers and the distributors don't always agree on what that Shareware should look like, how it should be packaged, etc. What I would like to avoid, is I would like to avoid the problem of one subset of the membership dictating policy to another subset of the membership. I do not want, for example, I do not want vendors telling authors they can't cripple their programs. I do not want authors telling vendors they must put certain logos or words in the catalogue. The only way that a policy like that would be implemented would be if both the vendors and the authors, both sides agree that that's the way it should be done. That's why I would like to split the voting into two voting classes. Let the distributors vote with the distributors; the authors vote with the authors. No bill becomes law until it passes both houses. <applause> Kramer This is not a substative proposal, but it's one of the things I suggest as a way of implementing Diana's idea. I'm not sure she approves of this particular version of it. But the gist of it is one of the ways you can implement the things she was talking about is make sure that it's a separate vote for vendors, a separate vote for bulletin boards, a separate vote for authors. And in that way, you'll always have every voice expressed. And how you balance out the relative weight of those voices is a good question. But it's a way so that no one group, because of its numerousness can dominate the group. Right? Diana Go ahead, take some more discussion, please. Man I'd like to move that there be a two voting classes, one nominating class, one voting class being developers, one being distributors, and associate members no voting. Diana Second? Man Second. Diana All in favor? Oops, I guess that's your job. Callahan Go ahead. Man ..... Diana I'm sorry? Man Are we going to consider corporations such as CompuServe for membership? Diana Well, gosh, considering the sliding fee scale, maybe we'd like to have CompuServe as a member <laughter> Diana I have no plans to exclude anybody from membership. Was there more to that question? Man So how many votes does CompuServe get? Diana Excellent question. I prefer not to express an opinion on that until we have more discussion from the floor. Does anybody want to contribute to that? Richard Merit Not to that, but I do have a question. What happens if there is an issue that is only of concern to one of those groups? Diana Huh? Merit If an issue is only of concern to the authors or the vendors but not both? Diana For example, please? You don't have an example? Merit No. Diana I don't know the answer to that. Man For example, regarding postage for vendors... Diana For example, if it was a question on postage for vendors, and so the authors would really have no interest in that because it was just something that would affect the vendors, so why should the authors vote on that? That's an excellent question. Man Two questions, one is I'm always confused and I don't know another software association that isn't wrestling with this, do people join, or do companies join? <voices> Man I think an entities can join Kramer I'll just comment on something which other entities have sometimes used as a solution to that problem. The way some people perceive the problem is that the danger is that you have an entity that has four members in it. Let's say that it's small, but basically partners. If they have votes as authors, and they also have a vote as a company, the problem is it looks like they have four votes. One of the ways around that is, I'm not sure how this exactly works in purpose, but the danger is circumvented somewhat if people reveal their affiliations. If you have big people who can control an entity, there should really either be three votes or one vote and it depends partially on what class they belong to. So it's not a really specific answer, but part of it is if you control an entity, you shouldn't also have a separate vote. If you have a company where the employees believe they vote different from their boss, and especially if it's a secret ballot, then maybe it doesn't matter so much if the employees have a vote and the company also has a vote. Man Well, the bylaws should cover that. You get things like an author whose a consultant working a piece of software for a publisher ..... But the other question I have is people who are both vendors, and authors, can they vote twice and get a vote in each camp? Do they have a choice? Diana They choose. It's the member's choice. You choose which membership class you belong to, and then you stay in that class. Or if you want to change, I suppose you could change. But you can't keep changing every week. Man If you are a multi-person company, like you have one person in the company is an author and also another in the company a vendor. Is that a problem? Is there is a possible solution to that? Diana This is starting to sound like something that's going to have to go to committee. Yes, please. Man We really have two issues here. One is, are there, you know, what voting classes are there? And then the second issue is given a certain structure of voting classes, how do you determine who gets what vote. I mean, do you have corporations vote as a single entity or multiple entities or whatever. The motion on the floor is the former question, and maybe it would help if we restricted our discussion to that, and once that's decided, then we can come back to the other issue and see that's much clearer. Diana Excellent idea, yes. Wallace There's something else we can do. There's something else. I belong to associations where we have ten or twelve different monthly meetings on marketing. There's a presence group, and there's a dinner meeting, and there's a lot. And the individual companies are members. The members don't know vote on anything. The only thing the members vote on is to vote in the board of directors. The board of directors make the decisions. That would simplify your life quite a bit. It sounds like since you're not trying to set standards, you're not trying to come up with restrictions, there are not a lot of things you need to vote on. Diana I'm not sure that that's true, Bob, in this case. Because the way we're starting out is, I want to start out with the bylaws as minimal and streamlined as possible. We are starting out with a skeletal organization, and we want to build on that. Another thing I want is I want for the organization to be flexible. We have to recognize that technology changes and we want to change along with it. That means we're going to build STAR carefully. We're going to add to it one amendment at a time. And I would like for us to be able to vote whenever an issue becomes important enough that we feel like we need to call a vote. We could vote every week, every month, whatever we want. The members can call a vote. Maybe a number of the members could call a vote. Ten members think it's time to call a vote, it's time to call a vote. Or, the board of directors could call a vote. But I think we need to understand that we need to be flexible and change as the industry changes. If we vote something in this week, next week we get new information and discover we made a mistake, I want to be able to change. Wallace I thought the argument was just having the board making the decisions and not having to have the whole membership understand all the issues Diana Bob, the whole idea behind STAR is that it is a bottom up design, not a top down design. That means the members, people in this room, the people online are making the decisions about STAR. Wallace I'm not on line, so you just cut me out. Diana I'm sorry. You should get on line, Bob. Wallace I've got that disability Callahan Rosaria? Rosaria I'd like to know ..... Here we're talking about the wonderful organization which is going to ..... but they're very high standards. They're very difficult to stand up to ..... but the customer who buys Shareware understands that an ASP product abides by these rules. that's what the customers want to feel. How are you going to make them feel comfortable about buying software from a STAR member? Diana The purpose of the STAR logo on the program, the user sees the STAR logo on the program. The purpose of the logo on the program is not an endorsement of that program by STAR. The purpose of the logo means that the author of that program cares enough about Shareware to support STAR, which is a trade association trying to improve the whole Shareware industry. There is already a trade association that is setting standards and is accomplishing the job that you spoke about. And that is not the purpose of STAR. Man So once you become a member you can put the logo on your product? Diana Pass to Charles. Kramer The problem is allowing the use of trademarks, which is what the STAR logo is, is that you can't let anyone use your trademark and still have it. Because a trademark means that it comes from the source and it has certain characteristics. So what are the characteristics of STAR? Well the characteristics of the product that's bearing it. It doesn't necessarily have to mean that it has any particular characteristics as long as in joining STAR, people agree to whatever its founding principles are. And if its founding principles are something that are not product attributes, in other words it doesn't necessarily have a 24-hour product support line. Well, that's okay. The trademark will have limited significance, really. But as long as there are some criteria for and the person joining STAR, agrees to abide by them, then it's okay. Now, it could be that at some point in STAR's history, there will be a consensus that disagrees with Diana, because she is setting up this organization to allow for that. And it could be that people think that it should be that we have 24-hour bulletin board support if the STAR's going to mean anything. Now at that stage, there might have to be a separate mark that signifies that. But right now, it's true. Having a STAR means people who are devoted to general principles of openness, of sharing information, of reconsidering ideas, and that's very different than the product characteristics that you're traditionally used to thinking of a trademark meaning. Man So once I pay the twenty bucks I can just start putting it on packages? Kramer Well part of it is that before you'd be entitled to do that, you have to sign something, whatever the STAR membership application is going to say. Right now, it may not say more than what the mission statement says, or the pink sheet says. And if, well another thing I should point out. In other trade associations, sometimes there is the distinction between being a member and having a right to use the logo. Or there is a distinction between being a member and having a right to, have access to information. One of the visions of STAR is that it can distinguish between these things. So for instance, it's possible, depending on how STAR organizes to say, "You are a member of STAR, and you have access to its Shareware library. And you have access to, any statistical information it puts together. But you don't have rights to use the STAR logo." That's another possibility. So, one possibility is, yes, you would have the right to use it, and maybe it wouldn't mean that much from a customer point of view. Another possibility is you could be a member and not have a right to use it. So, it's not a very good answer, but there is a distinction there. Man ..... Diana Yes, yes, that's what I'm trying to do. Maybe we, maybe somebody could propose a motion from the floor that all members of STAR be able to use the STAR logo on . . . <several voices> Man There's already a motion on the floor. Diana Oh, darn that Robert's Rules of Order, would you handle this, please. Callahan Yes. Man Yeah but, what if somebody puts out like a batch product, and they're a member so the logo goes on there then I have a product and I put t Diana There's no requirement that you put the STAR logo on your product even if you are a member of STAR. If you feel that putting the STAR logo on your product is a detriment to your sales, we're not going to make you put the STAR on it. Man ..... Man I think the point is that STAR in the organization isn't a promotional as much as it is the dissemination of information to the authors and the others Diana Precisely Man There is a motion on the floor and usually the discussion should be relevant to that motion Diana And you are correct. He is correct. Man Has there been a call for a vote? Callahan No, there hasn't been a call for a vote. Man This meeting was to get a formal organization called STAR. A lot of valid and important points were brought up, but, those points were brought up after the ..... the members were getting together, after a sense of the members of what STAR represents. ..... Man ..... Man Back to the matter on the floor. ..... ..... <many voices> the motion so that a business unit organized as a business unit may used, based on the business unit income can have one vote. Diana That's the second question. I think that really we should cover the first. Could you repeat the motion that's currently on the floor, please. Man To have three classes, two voting classes, one nonvoting class. Voting class being developers, and voting class distributors and associate members would not voting. Diana The motion has been made and seconded. ? Where does that leave BBSs? Diana In distributors. Man In distributors? Diana May I address that, please? Callahan Sure Diana We had quite a bit of discussion about sysops and vendors should vote separately. They have different interests and they should vote separately. But for the purposes of organizing STAR, we thought it would get us off to a good STARt if we could limit it to two voting classes in the beginning, with the understanding that in the future, we can amend the bylaws to split it into three voting classes if we decide that we need further complications. And believe me, the complications do quickly become very muddy. In the beginning, we're starting with two voting classes: distributors and developers. There is the publisher. Publishers, in my opinion, should be considered to be developers if they're actively involved in the development of their software. If they are just merely collecting software and selling it, they should consider themselves to be distributors. And it is up to the member to decide which voting class they want to join. Man So then what's the associate member class? Diana Nonvoting is users. Users will participate in discussions but will not vote. Man Call a vote. ? Okay, motion's been made and seconded. ..... ..... Callahan A straw vote, if you will then, that all who are in favor of the motion say aye. Aye Callahan Those opposed, nay. Nay <motion was passed> Man It seems like in starting a new organization what we've been talking about is Why do we need the organizationl What do we want to do? Who's going be a member? The why and the who and the what. But a lot of things you ..... the meeting are the fairly mundane details, how do we incorporate? What should the bylaws be? More details that would come after we have sort of a consensus of what we're about. I would suggest you use your meeting time to understand what we all need and how we want to be together. And then, form a committee to figure out how to structure the whole thing with the legal help and stuff like that. I'd rather spend time figuring out who's going to be here, and how and what do you want to do rather than figuring out what the bylaws are going to be here and how to incorporate it . . . Diana But we just spent the last two months working on that. We wanted to make . . . Man This is the first time, go ahead. Man .. the whole background on Ilink. Man How many people have been actually involved in discussion about STAR? We really don't know what's going on. Diana I was hoping to make some progress at this meeting. There's not too many Ilink people here. Well . . Man We really don't know what's going on. Diana I really could not review the entire Ilink discussion in this meeting. Back to the previous motion, for the record. That motion passed, right? Callahan Right. Diana I will be willing to answer any questions about this statement of purpose. I did not write this myself. I wrote these things as a summary of information that I collected over the past two months, not only on Eyelink, on Compuserv, on private conversations, telephone calls. I asked everybody I could. I got as much information as I could. And I put this together. And the way the consensus seemed to be that's a good way to do it. Now we can discuss this, and if there are changes that need to be made, we can make them. My purpose here is to keep the design as streamlined as possible. Keep it simple. A simple skeletal organization so that we can build on it in the future. We don't want to be making any big policy decisions now that we're going to regret later. We would like to take our time, be able to form a membership, and have the membership make the decisions. That's why I would like to concentrate on keeping this a skeletal organization. Man And I agree with that. The main thing is that, technically, nobody here is a member because we haven't signed anything or done anything. By that I mean to say more information and a membership kit, once everybody's a member, then we should be voting on that. Diana Didn't we just cover this one a few minutes ago? Man ..... Man You can't be a member until there's something to be a member of. You can't have an organization ..... ..... ..... ..... Scott It's the chicken and the egg argument. Callahan They have a point, you can't define policy until you have an organization. Diana What's next on the Agenda? ..... ..... ..... Diana I think that's an excellent idea. And in fact, I've got committee sign-up sheets over here on the table. We were planning to have some discussion, and then have a break. Have people go sign up on the committee sign-up sheets, get to know each other, try to get to know the people in the same committee. Exchange phone numbers, have the committees get to work on committee policies. Some of those policies are things that we can't decide, right now. But we need to make some decisions or STAR will never exist. Man What you can do, ask for volunteers to work on the committees now ..... because there's too many people here. I forgot ..... If you look around the room ..... Diana Please, George, yes. George Follow your Agenda. ..... This is not going to be then do STAR. STAR is going to continue, obviously, for a period of time. But unless you've got a skeletal form, nothing can happen to that skeleton form. Just follow what's in the Agenda. Form the skeleton and live with the fact that there's going to be another meeting in a few weeks time. Diana Yes. The back of the room, please? Man I want to make a motion that the nominations for the committee members be accepted after people have the opportunity to go up and sign up for whatever committee you'd like, and hold a vote on the entire slate. Diana I'm sorry. I was not planning on electing committee members. I was hoping volunteers would sign up. And whoever volunteers, is the committee. Man Then the people who walk up and sign up being accepted as members of that committee. Affirming that action. Diana There is a motion on the floor that anybody who signs that list and says they want to be a committee member shall be considered a committee member. Is that you . . . Yeah. Second? All in favor? Aye Diana Opposed? Fine. Man I move that you read your entire plan, you have obviously put a lot of work into it, you have thought it out pretty well. Diana This entire plan, here? Man Whatever you're proposing here as far as ..... Tell us the whole thing right now. Diana I honestly don't have every detailed answer to every question on this list. I propose that whoever signs paper to say they are the Bylaws Committee write the bylaws. Consult with Charles, consult with me, write the bylaws. And then submit the bylaws to the membership for a vote. The problem is we need to have a way to vote before we can approve the bylaws. That's why we've been discussing voting,. We seemed to get bogged down in the discussion. I don't know if we actually resolved anything in that respect. Man I want to propose a motion on the voting procedure. Diana That's what I was hoping for. I was hoping somebody would propose a motion on the voting procedure. Well, actually, we got half way through that because we agreed that we were going to break up into three membership classes, two voting and one nonvoting. So we did make progress in that respect. Yes. Man Somebody else here, just a moment ago, said that we don't have . . . most of the people have been out of the discussion. There's only a half a dozen people who are even on the Ilink conferences here... <Scott put a new tape in the dictaphone> suggestions, goals, that I would like to see an organization have which are not covered, here. In fact they're exactly opposite from what has been presented on some of these papers, here. For one, I didn't get a chance to talk here as we were talking about the three vendor classes. I don't think vendors should be able to vote at all, period, zero. So, and there are many places that are strictly the concern of authors, and that are strictly the concern of distributors. Authors want control of their licenses. They want to be able to dictate to the distributors that they will follow those licenses. The distributors shouldn't have any major say in that. Man That's the reason they have a copyright law. Callahan Okay. Well... How do we proceed? Do you want to just name off the different committees and make the sheets available? Diana Yes. It is my opinion that if you are strictly at odds with the goals in the mission statement that we've discussed to this point, then perhaps there is a need for a third trade association in the shareware industry. Let's read the list of committees and then call for break, and see if we can get some participation . . . Man I have a question about the three classes of membership. That part's very, very rocky, I mean what can be changed? Diana Oh, absolutely. Anything can be changed after the association is formed. But we're trying to get a skeleton here, and then amend the bylaws after we have a voting body. Callahan Basically, members will make the bylaws. Diana Basically, the members will make the decisions. We're just trying to figure out how to get the members voting. Man Should we elect a steering committee? Diana Yes, that is one of the committees. We're not necessarily going to elect the steering committee. We are going to accept volunteers for the steering committee. And let me make it clear that the people in this room are not the only people who are going to be on these committees. There are the people on line on Eyelink, on Compuserv, the people who have contacted me by voice. Those people are also going to be eligible to be on any of these committees. And I'm going to try to organize it so that you all exchange phone numbers, you talk to each other. You decide on proposals, you submit them back, and we figure out a way to vote on them. This is why I'm putting so much emphasis on the voting. Nothing else can happen until we figure out a way to vote. But, we can organize break-up into committees and address all of the other issues. Yes, Sir. Man One of the stumbling blocks I see here is you want to get these committees for, to try to build up this structure for the organization. Diana We're back to the chicken and egg question then. Man It seems to me like, we've got the basis just to sit down and say, okay look, we're going to form this organization. Here's how we're going to proceed. Here's the initial groundwork. Like I say, very simple, very straightforward. There's very simple right up front. You've got to have some members. You've got to set a very basic groundwork, and you've got to have some members who can vote. Who can say, this is what the organization's going to be. Man There doesn't need to be that much discussion at this point. All you have to do is get people that want to get involved in a committee sign up there. Then at that point, you establish members. Once you get members, call a second meeting. By that time you've got members, and you start voting on things and get . . . Diana Would you say, then, that maybe someone should make a motion that all of the people who sign the committee lists that are willing to work on the committees . . . Oh is there a motion on the floor? ..... ..... Man I don't even think we have to make a motion. ..... ..... ..... Diana There comes a point where the founders of the organization have to make an arbitrary decision, so I'm saying right now, anybody who signs up on that committee and is willing to work for STAR gets a vote in STAR until we have an official voting structure. <applause> Man CompuServe seems to be an important link to people... Diana I have contacted the Compuserv administration with respect to starting a STAR conference on Compuserv. I would like to see a STAR conference on Compuserv. I would also like to see a STAR conference on all other on-line service, including Genie, Prodigy, Rime, Fidonet. I can't be on every on-line conference. So we're just going to have to add those one at a time as we find volunteers to host them. And if you would care to volunteer to host a STAR conference on Compuserve, I understand that you can actually, it can be profitable to have a conference on Compuserv. Callahan If I might just interject? I think that possibly the best thing to do is to get the people signed up on the committees, because discussing the how to get onto Ilink might take longer. Man ..... Diana Oh yeah, and my E-mail CompuServe right here, you ask me anything you want, I'll give you all the information you ask for. Man There's got to be some way to disseminate the information. Diana You put your name, your address. You can give it to Scott. Scott will be collecting these. Put your Compuserve ID on here, too. We will transcribe the minutes of the meeting and we will keep you posted with progress. I think that's the best we can do. Man I think at this point, you've got a notion of thinking more a basic structure. I think you should just become a dictator for a few minutes and set it all out and say that's how it all is at the start, and it can all be changed with amendments, and you've got it set. And I'd be glad to make a motion to do that. Man I second that motion. Callahan Okay, a motion has been made. All in favor? Aye Callahan Opposed? Man The motion is that Diana Gruber is dictator? Callahan After motion, then we're going to put out all the committee forms that you will want to sign for various committees. We'll do so and those will be the initial voting members. Okay. Callahan Those opposed? <silence> Callahan Okay, the motion passed. Diana Should we make this the end of the meeting, and then just continue, committees can break up into sets among themselves, and then report back? Would there be a motion to that effect? Man You don't need a motion you're the dictator. Diana Okay. Diana says... <laughter> Diana We're now going to break up into committees. I want you all to put your names over there, and decide which committee you want to be on. You can be on more than one committee. Anything that interests you that you want to participate in making the decisions. Put your name over the, put your phone number on there so I will be able to reach you. If you have other information, your CompuServe ID, or whatever, fill these out, give them to Scott, and then we will consider the meeting to be adjourned. Man If just fill the sheet out, and we can just send you like a CIS E-mail message with the information. Scott Yes. The contact points are, you can mail it in, you can give it to me now. You can Fax it, there's a Fax number here. Diana You know where to reach me. I'm available. Scott One last thing here. STAR needs money to get started. What we've done to get some money here is we've made STAR tee shirts, and we're asking $20 for each shirt. And while they last, I'm throwing in some Apogee tee shirts. So right now, it's buy one, get two. And this will help us get started on many things. Thanks for supporting STAR. <Applause> End of tapes.