Re: [Fwd: Re: [mosig] [ossig] MOSIG: Formation of Company - InauguralMeeting 17th July 2004]

[Dinesh Nair <dinesh@xxxxxxxxxxxx>]

On Sat, 17 Jul 2004, drcheah wrote:

> No. Here's Tze Meng's post as late as 2 days ago (17th July)
>
> > session" that someone would scan and OCR the document (thanks Jason)
> > then the document is distributed to interested parties to read through
> > and comment on. The WG was formed to start work on cleaning up the
> > document - not finalise it for acceptance. It seems like anyone who

yes, and would it be right to say that the document as it stands now has
been worked on and cleaned up by the WG in (5x4)+(4x4)=36 man-hours of
work is the MOSSIA document and no longer resembles the doctor's agreement
? 36 man-hours must have resulted in a significant amount of work to
change the document from it's original.

i really don't think anyone here was referring to the original doctor's
agreement at all.

> The 17th July meeting is supposed to be the 2nd (follow-up) meeting
> following the "brainstorming session". Tze Meng called it Inaugural
> Meeting, which lead to people thinking that they have to read,
> understand and sign at the same session. To me, its a session where the

i would think that ("read,understand") came about from the agenda for the
17th (today's!) meeting which said, "review and discuss shareholder
agreement". mayhaps this confusion wouldnt have arisen if the agenda had
instead stated, "distribute draft shareholders agreement" with the
"review, discuss and acceptance" scheduled for a much later date (maybe
14-30 days from now) after everyone interested has had the opportunity to
digest, understand and gotten legal advice on it.

an 18-page legal document which takes a law professor 2-3 days to digest
is not going to be reviewed and discussed by us non-legal folk in a few
hours. that is why, in the interests of saving time on the 17th, i asked
for the document to be distributed a few days earlier so those attending
on the 17th have already read/understood the MOSSIA document and can then
give constructive and informed comments during the review and discussion.
in addition, those who could not make it on the 17th could submit comments
via email or the mosig list at inigo-tech.com.

plus, everything points to an understanding that the first meeting on
19/6/04 was a brainstorming session. many people expressed interest in
MOSSIA but also stated that they could not attend due to a number of
reasons.

> you attend the 17th July meeting. For the rest, let those who attend
> decide whether it should be posted to them, e-mail it to them or put it
> on the net.

i'd think that since this idea was mooted, it's goals are for the
commercial interests of the oss community and that the stakeholders are a
very large group. it wouldnt have been possible, without going to great
cost, to house all the possible stakeholders at the same place and at the
same time to discuss things. even when you graciously hosted the first
meeting, there still was a logistics limit of 20 people due to space
constraints. bearing this in mind, a mailing list makes more sense to
house a discussion of all matters pertaining to the formation of MOSSIA as
it can accomodate 200 people with ease.

> For me, I only have one request; that the document be used for MOSSIA.
> Naturally I will have no control if someone use it for MOSSIA2, MOSSIA3

any reason to make you believe that such an event is going to happen ?
even if there was a MOSSIA[0-9]+, there're many places where a
shareholder's agreement could be taken from without having to resort to
duplicating the MOSSIA SHA. searching on "example shareholder agreement"
in google brings out more than a few.

http://www.google.com/search?q=example+shareholder+agreement&sourceid=opera&num=0&ie=utf-8&oe=utf-8

even so, getting a lawyer to draft a shareholder's agreement is not too
expensive if you're starting a serious business concern. it doesn't cost
anything more than RM5K-RM8K to get a good one out of the door. my wife's
holding company for her restaurant just got a SHA out for RM5K. with these
costs, i think it's highly unlikely than any competing concern is going to
want to steal the IP of MOSSIA's SHA.

> working group presents to the rest... My insistence is that we were
> asked to do that and I think we should be given the right and freedom to
> do just that!

perhaps, but in the interests of saving time and for getting more
productive discussion on the 17th, distributing it a couple of days
earlier wouldnt have made much of a difference. being fluid actually
helps in getting things done faster.

> Since you were not at the meeting, let me clarify that I only agree for
> Jason "To scan......" Even the copy that the working group got during

if that was the case, then even scanning the document was moot because it
never could have been used since you wanted to keep the original doctor's
agreement private. why was the offer made to begin with ?

> Meng throw in the spanner to say that the decisions are not valid. For
> me, its not for one person to say if those decisions are valid. Also,

i think it was understood that all things so far were ideas arising out of
discussions on the mailing list and from the first brainstorming meeting.
i really dont think anything has been decided yet, as there has been no
method of reaching a decision nor any authoratitative body to do so.

the task of the WG was, in my reading, to refine and present a draft
framework for a shareholder's agreement for MOSSIA. instead of starting
from scratch, your offer to base it on the doctor's agreement was accepted
as it provided a good starting point. even so, the doctor's agreement
needed to be tweaked and modified heavily before it became accepted as the
MOSSIA SHA as the conditions and environments between medical practice and
software and ICT are different.

> suggested starting from scratch. Its logical than to withold the
> document until the meeting today decides what they want to do. I don't

that MOSSIA _needs_ a shareholder's agreement of sorts is not in question.
therefore, we need to create a shareholder's agreement. we can do this in
one of two ways:

1. derive the MOSSIA shareholder's agreement after making
   changes/modifications to an existing SHA

2. write one from scratch

in the interests of completeness and time, #1 would be preferable and this
is why your offer to use the doctor's agreement as the starting framework
(after you've sanitized all confidential info) was very well accepted.
however if, as you seem to be saying now, that the doctor's agreement
cannot be used, then the only other option is to adopt #2 and to basically
write one from scratch in order to prevent future claims of IP violation.

> start from scratch, I suggest that those attending the meeting decide.
> If they want to use the document the working group worked on, go ahead.

so, can we take it that you're giving consent to having the MOSSIA
document to be used for this purpose and to be distributed later on ?

Regards,                           /\_/\   "All dogs go to heaven."
dinesh@alphaque.com                (0 0)    http://www.alphaque.com/
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