Category : Various Text files
Archive   : GAZER1.ZIP
Filename : STAR5.TXT

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.



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"



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.



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

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.



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?



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.



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.



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 . . .


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.



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.



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.



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



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?



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 . . .



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.

..... .....



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



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...




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.




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?



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...



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.



End of tapes.