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.
