comex wrote:
>============================== CFJ 1689 ==============================
>
> root changed his Primo Corporation share holdings to 1 million
> on or about Wed, 6 Jun 2007 21:35:18 -0600.
I pseudo-judge:
{{{
Primo Corporation shares are defined by the Corporate Charter. At the
time in question it says relatively little about their behaviour.
There is much discussion of "Shareholders", but that term clearly
has no inherent connection with owning shares: per clause 1, the term
"Shareholder" simply means a party to the agreement (the Charter).
Most mentions of shares in the Charter are concerned with awarding shares
to various persons. Clause 5 says that a share entitles "its Shareholder"
to a vote, apparently confusing the explicit definition of "Shareholder"
with its usual English meaning relating to shares. As a share is not
connected to any particular Shareholder (as defined) in any obvious way,
it appears that clause 5 fails to award voting rights to anyone.
Shares are principally governed by clause 19. The two main statements
regarding shares there are "Shares are property owned by Agoran Players"
and "Shares are regulated by this charter". I interpret this to mean
that shares are to behave by default in the manner that is usual for
property, except where such behaviour is overridden by the Charter.
As the property is entirely intangible, actions that affect it are of
course achieved by sending messages describing the action being taken.
The second sentence of clause 19 suggests a procedure for trading shares.
There is some question as to whether the "may" in that sentence refers
to permission or possibility, but I find it moot: as there is nothing
prohibiting or invalidating any other trading procedure, I find that
trading by announcement is not the only way to do it. Trading can
naturally occur by any message, public or private. Other actions that
are possible with property, such as loans, gifts, and thefts, are equally
possible by means of an appropriate message.
The case at hand concerns an alleged creation of a million shares.
I find that the ability to create or destroy by fiat is *not* ordinary
behaviour of property. It is therefore possible only where specifically
permitted by the Charter. Clause 21 does this, for example, giving each
Agoran Player a chance to obtain 50 shares by announcement. As there
was no clause granting root the capacity to create a million shares,
e was not capable of doing so. I therefore judge CFJ 1689 FALSE.
Evidence: Primo Corporation Charter as of 7 June 2007, retrieved
from <http://groups.google.com/group/primo-corporation/web/
primo-corporation---charter?version=9>:
{{{
1. This is a binding Agreement governed by the Rules of Agora. Parties
to this Agreement shall be known as Shareholders.
2. Shareholders shall act according to this Agreement. This however
does not impair the ability of Shareholders to act as individuals on
their own behalf. Shareholders shall jointly act as Primo Corporation.
3. Primo Corporation may incur obligations, rights, and privileges
under the Rules of Agora. The Shareholders and Officers of Primo
Corporation shall act on behalf of Primo Corporation as specified by
this charter to satisfy such obligations and to exercise such rights
and privileges.
4. The Shareholders and Officers of Primo Corporation shall work to
ensure that Primo Corporation obeys the Rules of Agora to the maximum
possible extent.
5. The Primo Corporation acts on behalf of its Shareholders. Each share
of Primo Corporation stock entitles its Shareholder to one vote in any
issue brought before the Shareholders.
6. At any time, a Shareholder of the Primo Corporation may bring an
Issue before the Shareholders. This Issue may be one or more of the
following:
* A request for an Officer of Primo Corporation to act or cease to act
in a specified manner (this includes reversing a previous action of
that Officer, as long as that action can be legally reversed under
Agoran law)
* A proposed change to the Primo Corporation charter
* A proposed appointment of a new Officer and/or the removal of a
current Officer
7. An Issue is brought before the Shareholders by making an
announcement to the Corporate Forum that clearly describes the Issue
and indicates that it is an Issue for the Shareholders of Primo
Corporation. Issues should be given a sequential integer number for
reference.
8. When an Issue is brought before the Shareholders, each Shareholder
has 48 hours (the Voting Period) to cast any votes allowed to them on
that Issue by making an announcement to the Corporate Forum. A vote may
be either FOR, AGAINST, or ABSTAIN. Votes may be retracted by
announcement to the Corporate Forum.
9. At the end of the Voting Period on an Issue, the VPSA shall tally
the votes on that Issue and publish those results to the Corporate
Forum. Then the proposed effect of said issue shall be carried out if
the number of FOR votes submitted (and not retracted) is greater than
the number of AGAINST votes on the issue.
10. Primo Corporation shall appoint Officers to act for Primo
Corporation on behalf of the Shareholders. Each Officer shall have the
capacity to act on behalf of Primo Corporation within the confines of
the duties assigned to that Office in the Primo Corporation charter. An
Officer acts with the implicit consent of the Shareholders in whatever
decisions they make on behalf of Primo Corporation, however the
Shareholders may (by Issue) require an Officer to act in a specified
manner in any given situation.
Only a natural person may hold an Office, and the same natural Person
may not hold multiple Offices within Primo Corporation. A person
appointed to an office must accept or reject that appointment by
announcement to the corporate Forum. By accepting the office, that
person becomes party to this agreement and is bound by it. If a person
who is not subscribed to the Corporate Forum is appointed to an Office,
the CEO shall endeavor to inform them of the appointment by whatever
means are available.
11. There shall exist an Office titled "Chief Executive Officer"
(Synonym: CEO). The CEO is responsible to exercise the will of the
Shareholders by voting on Agoran Decisions and by providing Support or
Objection on behalf of the Corporation for matters of Agoran Consent.
The CEO may submit proposals and take actions that would require Agoran
Consent on behalf of Primo Corporation. The CEO carries out these
duties by making announcements on the Agoran Public Forum. Any such
announcement must identify that the CEO is acting on behalf of Primo
Corporation and not on their own behalf.
The CEO is also responsible to assume any duties of any vacant or
non-responsive Primo Corporation Office. The CEO may assume those
duties eirself, or appoint a new Officer to that Office to assume those
duties. Initially, the CEO shall be BobTHJ.
12. There shall exist an Office titled "Vice President of Stockholder
Affairs" (Synonym: VPSA). The VPSA is responsible for collecting and
tallying the votes on any Stockholder Issue and providing a report to
the Stockholders detailing the results of any Issue, as described in
section 9 of this charter.
13. There shall exist an Office titled "Chief Financial Officer"
(Synonym: CFO). The CFO is responsible for issuing a report to the
Shareholders on a weekly basis by making an announcement to the
Corporate Forum. This report shall include:
* A listing of all Shareholders and the number of Shares each holds
* A description of all changes to the number of Shares each Shareholder
holds within the past week
* A listing of all actions taken by Officers on behalf of Primo
Corporation within the past week
* A summary of each Issue brought before the Shareholders within the
past week along with a description of any adjustments to those numbers
within the past week
* A listing of the Officers of Primo Corporation and their salaries.
The CFOs report shall be published as soon as possible after the end of
each calendar week. In addition, when the CFO publishes eir report, e
shall be responsible for paying Officer Salaries, indicating as such in
eir report, as indicated in Section 15 of this Charter.
As Primo Corporation is a public company that attempts to operate
'above the table', the CFO shall post a copy of eir report to the
Agoran Public Form whenever it is published.
14. There shall exist an Office titled "Vice President of Human
Resources" (Synonym: VPHR). The VPHR is responsible for hiring
Employees to carry out the will of the Shareholders of Primo
Corporation, as described in this charter.
15. Each week, each Officer of Primo Corporation shall be paid a
salary, awarded in company stock. Initially, this salary shall be 5
Shares.
16. For any Agoran Decision, the VPHR may issue an Employment Notice by
making an announcement to the Agoran Public Forum. The Employment
Notice shall specify the following:
* Job - The Agoran Decision in question
* Goal - The position of the Primo Corporation (as determined by the
VPHR) on that Decision (Either FOR or AGAINST)
* Wage - A specified number of Shares to be awarded as compensation to
a hired Employee for this job
17. Any Agoran Player who does not hold an Office in Primo Corporation
may respond to an Employment Notice by announcement in the Corporate
Forum with clear intention to become an Employee of Primo Corporation.
By doing so, they become a party to this agreement (if they are not
already) and are bound by it. They also become an Employee of Primo
Corporation for the duration of that Agoran Decision.
When the results of the Agoran Decision related to a particular
Employment Notice are announced, each Employee who voted in the same
way on that decision as the Goal specified in the Employment Notice
shall be compensated by receiving the number of Shares specified in the
Wage portion of that Notice.
18. The VPHR may not issue an Employment Notice on an Agoran Decision
that has less than three days remaining in its voting period. The VPHR
may withdraw or modify an Employment Notice at any time by making an
announcement to the agoran Discussion Forum clearly stating as such.
19. Shares are property owned by Agoran Players. They may be traded
freely between players via announcement on the Public Forum. However,
Shares are regulated by this charter and no Shareholder may adjust
their number of Shares unless this charter, or a more powerful entity
(Agoran law) allows it.
20. The Corporate Forum shall be located at
http://groups.google.com/group/primo-corporation. It is the
responsibility of each Shareholder to ensure they are subscribed to the
Corporate Forum. Primo Corporation operates above the table and does
not prevent other persons from being subscribed to the Corporate Forum
as observers.
21. Upon initiation of this Charter, the Primo Corporation shall make
an Initial Public Offering of Shares to all Agoran Players. Any Agoran
player who wishes may once and only once obtain 50 Shares in Primo
Corporation by making an announcement to the Corporate Forum. By doing
so, they become a party to this agreement and are bound by it. This
Initial Public Offering ends one week after the Charter is placed into
effect. At that time, this item (#21) repeals itself from the Corporate
charter.
22. There shall exist an Office titled "Vice President of Internal
Affairs" (Synonym VPIA). Whenever there is an ambiguity in the Primo
Corporation Charter, or whenever there is a dispute between Primo
Shareholders, Officers, and/or Employees regarding the Primo
Corporation Charter, any Shareholder, Officer, or Employee of Primo
Corporation may call the matter before the VPIA.
When a matter is called before the VPIA, they shall investigate the
issue in question and post an Investigation Report to the Corporate
Forum. Each Investigation Report should be sequentially numbered so as
to distinguish them apart, and should include the following:
* A summary of the ambiguity or issue in dispute
* The VPIA's recommended resolution of that issue, including what
actions (if any) the Officers and Employees of Primo Corporation should
take to act in accordance with the VPIA's recommendation.
All Officers and Employees are obligated to follow the recommendations
of the VPIA, unless otherwise directed by the Shareholders via Issue.
The VPIA may at any time revise the recommendations for any previous
investigation by re-issuing the Investigation Report using the same
number and including the revised recommendations. Such revised
Investigation Reports should clearly indicate that they are a revision
of a previous report.
}}}
}}}
-zefram
