Open Decisions — Your Call

For Michael. These are the forks where your judgment actually changes what we build. Each has a plain-language explanation, a recommendation, and what it affects. Mirrors CANON §10.

Working draft. None of these is locked. “Recommended” = the current lean, not a done deal.

1. Where do we incorporate?

Recommendation: United States, Delaware (as a PBC). Delaware is the default home for US companies and the only US state whose Public Benefit Corporation law is well-tested. If we have a reason to be somewhere else (where we live, where investors are, tax), now is the time to say so — it changes the entire legal plan.

2. Are the names final?

Recommendation: keep OPEN PANEL / VARIANT / LONGBOX as working names, clear them properly before committing. They fit the concept tightly (open access + the comic panel; the collectible variant cover; the longbox where collectors archive their run). But they’re common words, so trademark and namespace clearance matters. Alternates on the table if clearance fails: INKWELL, SPLASHPAGE for the masthead; PULLBOX, BACKISSUE for the collectible layer. Your call: approve the set, or pick an alternate direction.

3. The company structure — now and later

Recommendation: PBC now; steward-trust later (only if we choose to never sell); nonprofit only as a fallback.

Now — PBC. Keeps control and upside with us, carries the mission, keeps every option open. (Why, in plain terms: MONEY.md §2.)
Later — steward-trust. The Patagonia-style “lock it forever, can’t be sold” upgrade. A one-way door — adopt only if and when we decide permanence matters more than a future sale. Knowing it exists now is enough.
Fallback — nonprofit. Only if grants and donations ever become a real funding pillar. Your call: are you aligned on “PBC now, decide permanence later”? And — gut check — do you ever imagine selling OPEN PANEL, or is this a forever thing? That answer shapes #3.

4. How much do creators earn downstream?

Recommendation: author-favorable; placeholder is 50% of net licensing revenue on their work. The model is settled (fair upfront + co-ownership + a downstream share). The number is open. Higher = stronger talent magnet and trust; lower = more retained for the company and reinvestment. Your call: set the headline share (and whether it’s flat or tiered).

5. What is the LONGBOX token, legally?

Recommendation: a non-financial collectible / membership / community token — explicitly NOT an investment. Kept non-financial on purpose, to stay clear of securities law. The moment a token promises financial returns, it likely becomes a regulated security and a legal headache. The real royalty money stays in the Ledger, never in the token. Your call: confirm we keep it purely a fan/collectible/community layer (recommended), or flag if you want to explore more — which would mean lawyers, early.

6. Where does the token live (technically)?

Recommendation: issue on Base via the Zora protocol; mirror rights/royalties via Story Protocol. This is a reach-and-rails choice (fiat on-ramps, royalty rails, audience). Low stakes to you unless you have a strong view; easy to revisit. Your call: any objection, or delegate.

7. If/when we lock permanence, where does the steward live?

Recommendation: defer. Candidates are a Cayman Foundation Company or a Wyoming DUNA. Only relevant once #3’s permanence path is chosen; the same entity can also serve as the token’s legal wrapper. Your call: none needed now — parked until permanence is on the table.

8. What do we build first?

Recommendation: the free reader (web), on top of the core comic format and rights ledger. We can’t do everything at once. The reach engine (free web reader) is the front door and unblocks everything else. Your call: agree, or push a different first slice (e.g. the creator tools, or the commerce side).

The short list for our next conversation

If you only react to a few, make it these three — they’re the load-bearing ones:

#3 — PBC now, and your gut on ever selling.
#4 — the creator share number.
#8 — what we build first.

Back to FOUNDER_BRIEF.md · MONEY.md · GLOSSARY.md.