**What is the leadership work required in the new world?**

- Technical direction & execution
- From the outside it seems like this is fairly clear and doesn't need a ton of change
- Except libp2p leadership is muddy
- Internal business (comp, policies, budgeting)
- Budgeting
- Compensation
- Policies
- External business (negotiation, contracts, legal, funding)
- Negotiation
- Contracts
- Legal
- Brand
- Funding

In current PL structure, it seems there is a group of leaders (Yiannis, Cameron, Adin, as well as Lidel, Hector, etc.). Steve does his best to reconcile and ultimately makes the final decision. Servant-leader model. Going forward, a different model will be required.

**Example tough decisions/inconvenient responsibilities:**
- Negotiating terms w/ PL. Do you trust 1 person to land it? Do you want to be informed about what's happening, or veto power?
- Hiring GM/CEO. Who should interview them? Who should decide?
- Compensation/Employment. Someone in the ProbeLab team wants a raise, someone on XYZ team has serious performance problems. Who approves that?

**Some structures to consider:**
- Tree. CEO that people report to.
- 1 person on the Delaware entity's board, same person advising the Shipyard Cell.
- Partnership. Hire a GM to handle ops/biz, but they are not your boss and the partners would need to be involved in strategy.
- Multiple people (or more) on the Delaware entity's board, same people advising the Shipyard cell. Both operate with majority vote (eg 2/3). Members can be replaced via majority vote.
- Or same as above, but consensus required for major decisions.
- Coop. All members have weighted voting by tenure. Votes only on certain important decisions, e.g. selecting an executive committee. "Members elect their own board" for fixed terms.
- Igalia runs like this. Over 100 people, founded in 2001.

**Discussion prompts:**
- Who is going to run meetings/drive decisions?
- How will you make tough decisions?
- What options are you excited about? What responsibilities is each person keen to take on?
- What could you *not* live with?
- Should this be 3 separate entities?
- What role do experienced, trusted people play?

Target: By Thurs, decide on a governance structure for yourselves.

**biglep@ related thoughts on libp2p**
I know this conversation is about leadership, responsibilities, and decision-making in general (great).
Concerning libp2p, I'd like to propose that Yiannis be the "manager" here given:
1. He knows some of those team members well from past events/colos (e.g., Max)
2. Has a lot of relevant expertise (e.g., Gossipsub, Kademlia, network measurement).
3. ProbeLab is naturally moving closer to libp2p than IPFS as we nucleate and try to find funding

Pritvhi can drive a lot of the day to day for the implementation teams (e.g., triage) and help shape roadmaps. He functions well (like Yiannis) as connective tissue. In the short term, Juan is also tapping him to help get the libp2p foundation and core fund setup.

I put "manager" in quotes, because we need to decide what level of management we're providing especially in the "contractor oriented" world. I do think we need to answer what level of "managmenet" someone on the team can expect. I had put down a strawman answer in this FAQ: https://www.notion.so/pl-strflt/Interplanetary-Shipyard-Employment-Entity-Decision-Making-ac97a014dbf64c25b72255f8be45bafe?pvs=4#6e2ff999c8094dacad73d0eba5504da6

**Q&A**

- @yiannis: Would it be an option to split the leadership responsibilities across several people?
- @cameron: I like this idea, that's what I had in mind also

**Notes**

- @adin: Prizm was bought by Arbitrum, greatly grew credibility within Ethereum ecosystem. In our case, we have fairly strong credibility across IPFS & libp2p. Who are "key members" that comprise credibility -- that means people like Lidel are very important to how we operate as a group, Hector if he wants to.
- @lidel: I'm worried about asymmetry in the long term. We have "junior people" but they're all effectively senior at this point.
- @cameron: We're in wartime, still need to have a plan for today.
- @lidel: What about starting with a fixed partnership, and then design/schedule board vote for next year. ++

Libp2p team/leadership
- @adin: Depends on whether Max stays/goes. Max is probably happy to go bc PL doesn't have direct dependencies on libp2p.
- @adin: Also pretty dependent on Marco (personally have good confidence in Marco even if he needs help)

**Delaware nonstock:**
- Partnership: Adin, Yiannis, Cameron, Lidel. Set up bylaws this way: partners vote on 3 things: (1) change in bylaws, (2) change in control of entity, and (3) annual(?) election of officers

- In practice, Adin is external point. He will refer to group position papers/discussions and run major decisions by the board, Board members may delegate their votes, e.g. Lidel can delegate.

- Officers: Adin - President, Cameron - Secretary and Treasurer

**OIF cell:**
- Advisors: Adin, Cameron, Yiannis, Lidel.
- Officially, 1 of X can release funds (keeps things efficient.)
- Informally, consensus.

**Administrivia**

Delaware does not require any specific officers, but for pragmatic purposes (e.g., opening bank accounts and signing state filings) it helps to have a Secretary, a Treasurer, and either a President, CEO or Chair of the Board (you can also have more than one of these, as well as an Executive Director). At the time of incorporation, one person can hold all offices if that’s more convenient.

Are there any requirements for the individuals (officers) to be US residents?
>>No, although there can be issues if any of them is from certain countries (e.g., Russia).
>>
How would you recommend setting up the formal bylaws? E.g. a few named team members as directors, and then writing a voting policy eg majority?
>>The Bylaws can provide for a range of directors (e.g., one to 12) and you can have a single person at as the sole director and officer on a temporary basis, if that’s more expedient. We can also amend the Bylaws later to include any more specific rules (to give one class of members more voting rights than others ).

**DIA:**
- Cross-chain oracles
- Want to use IPFS & Bacalhau for cross-chain stuff
- Boxo libraries
- Hugo & Steve were chatting with them - they want https://github.com/ipfs/boxo/issues/514
- Henrique & Hugo work together
- "Do you know anyone we could pay to get to do this?"
- They want a pile of files/directories and take that data, share it out to other nodes for processing. They don't really need content routing bc they have their own network. Orchestrating this is all hard, you can either mess with the kubo nodes OR
- Find our their timeline.

A. Discovery and design - $25k
B. Implementation (build libraries, examples, etc. to make it very easy for your devs to PR the changes) - $50k
C. Support through mainnet launch (testing, optimization, etc.) - $40k
D. Ongoing support (includes future compatibility & new liubrary features) up to X hours/month - $Xk/month

AIs:
- Adin: Reach out to people in Istanbul about how meeting went there, connect info to Matt
- Adin: Setup meeting with Matt + Dia folks for next week
- Matt: Draft document for the Dia conversation
- Adin: Ping Shipyard leads for heads up