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Music at various ages

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Voting Trusts

Source: Big Red Car here on a rainy Monday in the ATX. [Whoever has been praying for rain locally – you can stop now.] So, a founder calls me and says, “I read where you recommend a voting trust for a startup. Do tell?” A voting trust is a good idea right from the founding of a company. It is something which should be in your founding documents:  1. Articles of Incorporation;  2. Corporate Bylaws;  3. Option Plan;  4. Founding Shareholders Agreement;  5. Voting Trust; and,  6. Employment Agreements. [You do have the Big Six, right? Haha, half of y’all couldn’t find these docs even if you made them. Sorry, that was mean.] The Voting Trust The voting trust came from Delaware law. Most corporations are incorporated in Delaware because of the ease of the regulatory environment – meaning it is figured out, not that it is “easy.” Most other states have now adopted the idea of a voting trust. Voting trusts were initially used by groups of shareholders to effect such mundane things as being able to appoint board members and to call unscheduled board meetings or meetings of shareholders. When used by founders, they are a control feature in an environment in which control is going to be assailed by seeking outside funding – as an example, from venture capitalists. How does a voting trust impact control, Big Red Car? When you found the company, the founders agree in the voting trust to either delegate all the voting rights to the “big” founder or to vote unanimously. When you have a dominant founder, the “big” founder theory prevails. She gets to vote all the shares. She is the “trustee.” When you have a group of founders, then they can agree that all decisions will be made either with majority control or unanimously. Again, the appointed trustee votes all the shares. In both instances, the creation of the voting trust exerts some control and discipline on all matters which will be decided by a vote of the shareholders. Like what, Big Red Car? Like the composition of the board of directors. Like whether that particular board of directors decides to fire the founder CEO. Like whether the board of directors decides to sell the company at a given price. Most of this is a little more complex – shareholders elect boards which then act on behalf of the shareholders. If you have a beef with the board, it may be necessary to remove certain directors and bring on more. It is also possible to effect some actions by “majority consent of the shareholders in lieu of action by the board or in lieu of a meeting of the shareholders.” [Pro tip: You will want to coordinate the provisions of the Corporate Bylaws with the provisions of the voting trust which you can do if you do all of this stuff up front BEFORE you take on any venture capital money. It is in the Bylaws wherein you insert the “majority consent” provisions.] Example, Big Red Car? OK, dear reader, you raise some venture capital funding in return for twenty percent of the equity of the company. Looks like this: Founder A – 40% <<< CEO, the visionary Founder B – 40% <<< CTO, the techie Venture capitalist – 20% Founder A and Founder B have different views on something. Founder B teams up with venture capitalist. Founder A votes her 40% of shares “NO.” Founder B votes her 40% with Venture Capitalist’s 20% = 60% “YES.” Pick the subject. Loss of control of the future of the enterprise. A voting trust could cure this problem. Bottom line it, Big Red Car A Voting Trust can allow founders to exert control on the future of their beloved startup if correctly written and enacted before things gets complicated. Remember the Big Red Car is always on the side of the visionary, the CEO. You can get some other opinions on this subject, but this is what is good for the CEO controlling her own destiny. But, hey, what the Hell do I really know anyway? I’m just a Big Red Car, y’all. And the rains came in the ATX and the land was green and lush. On Earth as it is in Texas! Share this:EmailTweetShare on TumblrPrint Related Source:

Forestry research, in Karnataka

   Using satellite data the Forest Survey of India (FSI), Dehradun, since 1983 has been assessing forest cover of the country on a two-year cycle. The first assessment was published as the State of Forest Report (SFR) 1987. Since then, fourteen assessments of the countrys forest cover have been made. The mode of visual interpretation was gradually replaced by the technique of digital image processing (DIP). For State of Forest Reports 1995 and 1997, digital data was used for two states. For State of Forest Report 1999, digital data was used for fourteen states. For State of Forest Report 2001 and subsequent reports, digital data has been used for the entire country. The paper presents salient points of the report in general and forest cover and Tree cover scenario in Karnataka in particular.    The Karnataka Forest Department has a fairly long tradition of forestry research. In the early 1900s, the then Conservator of Forests and ex-officio Secretary to the Government of the princely state of Mysore, Mr. Muthanna had encouraged research works to control the dreaded, Spike disease, which had seriously affected the sandalwood trees. During the year 1938, the Forest Research Laboratory was set up in Bengaluru, which was the second forest research institute in the country after the Forest Research Institute at Dehradun established in 1906. The Forest Research Laboratory, Bengaluru had carried out research works on various subjects including, investigation on Spike disease, finding alternative wood such as Yethyaga (Adina cordifolia), Buruga (Bombax malabarica) and Sampige (Michelia champaca) for Battery Separators, development of tool handles with Dindiga (Anogeissus latifolia) and Dhaman (Grewia tiliaefolia), development of Eucalyptus hybrid, decorative small wood work, use of bamboo cellulose for rayon, work on lac development with host plants such as Jalari (Shorea talura), Kusum (Schleichera trijuga), bore (Zizyphus jujuba) and Ficus species, essential oils from Bursera delpechiana and Pogostemon patchouli. The Forest Research Laboratory was transferred to the Central Government in 1956. It is now under the Indian Council of Forestry Research and Education (ICFRE), Dehradun and has been renamed as Institute of Wood Science and Technology, Bengaluru.   After Independence, the State government decided to have an officer exclusively to conduct and supervise forestry research and related works in the state. One State Silviculturist with headquarters at Bengaluru was appointed during 1948. During early 1970s, two more posts of Silviculturists were created and the jurisdictions of the three Silviculturists were re-organized as follows:(1) Silviculturist, Southern Zone, Headquarters at Mercara (Madikeri), (2) Silviculturist, Central Zone, Headquarters at Bengaluru and(3) Silviculturist, Northern Zone, Headquarters at Dharwar.    The Silviculturists were forest officers of the rank of Deputy Conservator of Forests (DCF). They were working under the supervision of the Conservator of Forests (CF), Research and Utilization with headquarters at Bangalore. Subsequently, one more post of DCF, Research with headquarters at Bellary was created by reorganizing the zonal jurisdictions of the Silviculturists. During the last two decades the Research wing has undergone significant transformation. It is now headed by an officer of the rank of Additional Principal Chief Conservator of Forests. The posts of Silviculturists / DCF, Research have been upgraded and re-designated as Conservator of Forests (CF) / Chief Conservator of Forests (CCF), Forest Research. There is also a Deputy Conservator of Forests with headquarters at Bengaluru who looks after various aspects of production, development and certification of seeds. In addition, there is an Assistant Conservator of Forests, Forest Utilisation with headquarters at Bangalore. The number of sub-divisions and ranges dedicated to forestry research has also increased over the years in keeping with the expansion of research activities of the department.(Source: This is an abstract taken from the My forest Journal - June 2018, Vol 54 (Issue 2). The author is Mr. Deepak Sarmah, IFS (Former Principal Chief Conservator of Forests (Head of Forest Force), Karnataka Forest Department). You can read the article at, page 7) 

Kills Zones And Venture Funding

There is a debate going on about the impact of Facebook, Google, and Amazon’s growing dominance on the consumer internet on the supply of venture capital to entrepreneurs. Facebook funded this report that was published back in July and concluded that “big tech” was not impacting the supply of venture capital to entrepreneurs. Ian Hathaway, a researcher who studies venture capital formation, recently published this blog post that challenges that assertion with some data obtained from PitchBook. I have skimmed the Facebook funded report and read the Hathaway blog post and come away believing, as Hathaway himself does, that we don’t really know because the analyses done to date are not conclusive. But as a market participant, I can certainly say that we shy away from funding startups that are going up directly against the large tech incumbents. But we also are attracted to startups that are competing against the big incumbents with a fundamentally different model, like DuckDuckGo in search, or ShopShops in commerce. So, anecdotally, based on our activity and other venture capital activity that I have observed, I would say that the big tech incumbents have most definitely shaped where venture capital is going and where it is not going.  That does not mean it has decreased the overall supply of venture capital. It most certainly has not.  And, I would venture, that big tech is increasingly vulnerable to a number of attack vectors, many of them self-induced, which should be attracting entrepreneurs to more directly go after the core franchises of big tech. Whether those courageous entrepreneurs will attract the capital they need to launch those attacks is an open question. But I have a fundamental belief in capital markets to do the right thing over the long term and I also have a fundamental belief that entrepreneurs, software engineers, and new innovations will undo these increasingly dominant franchises in ways that regulators will never be able to.

Development of plantations, in Karnataka

   The history of tree planting is as old as the history of agriculture. People initially had taken to planting of fruit yielding trees as a source of food. Kautilya's th Arthashastra (4 Century BCE) not only mentions about protection of forests and but also about various types of land-use including grove, plantation of fruit plants, etc. This clearly indicates that while natural forests satisfied certain requirements of the community, planted trees satisfied certain other needs. It is very unlikely that in ancient times trees were planted for timber or firewood, as the same was readily available in the nearby forests. However, planting of trees for fruits and flowers was a common practice. Planting of trees was encouraged and patronized by the rulers, especially in villages and along road-sides for providing shade, and in parks and gardens for recreational and aesthetic purposes. It is said that teak planting was prevalent during the time of Shivaji.   Tree planting as a forestry activity gained momentum in India in the nineteenth century in order to replenish the depleted stock of over-exploited natural forests. As teak was the most sought after timber, its over-exploitation had resulted in its depletion and need was felt to regenerate the species. As and when other timber species were brought to use, their restocking in the forest became necessary. Both natural and artificial regeneration methods were adopted depending on species as well as forest types. Since it was found easier to raise teak artificially, teak plantations were raised in many places all over British India since 1842. Induced natural regeneration by opening of canopy helped in the establishment of kiralbogi (Hopea parviflora) in Mangalore division of Madras presidency. In Kodagu state, the blanks created by selection felling in Ghat forests were made good by dibbling of seeds with fairly successful results. Large extents of dry deciduous forests were clear felled for timber and fuel wood and then regenerated under 'simple coppice' or 'coppice with standards' system.   Tree planting in the country was intensified after the Independence. In order to bridge the wide gap between the supply and demand of forest produce, large-scale plantations of both indigenous and exotic species were raised in almost all the states of the country. Plantations were raised either by reforestation or by afforestation: reforestation refers to replacing the low yielding forests and less valuable species by high yielding and more valuable species; afforestation refers to increasing and improving the tree cover on the barren and degraded lands. The extent of area planted under important species in the country up to the end of 1965 was 9,34,000 hectares comprising of teak (1,91,000 ha), other broad-leaved species (6,42,000 ha), Eucalyptus (80,000 ha) and conifers (21,000 ha).   As regards Karnataka, extensive areas of moist deciduous forests were reforested by clear felling and planting mainly with teak and to some extent with eucalyptus. The dry deciduous mixed forests were also similarly treated but planted mainly with eucalyptus. In the evergreen forests, the silvicultural system adopted was generally selection system followed by artificial planting in gaps with species like, Machilus macarantha, Artocarpus species, Mangifera indica, etc. The dry thorn forests were worked usually under coppice system and were taken up for reforestation with Eucalyptus tereticornis, also known as Mysore gum. Afforestation was taken up on highly degraded forests, denuded hills and rocky sites mainly with Eucalyptus tereticornis.   In Karnataka, plantation activities on forest lands were financed by state sector schemes introduced from time to time. These included, Development of Degraded Forests, Fuel/Fodder scheme, Special Component Plan, Tribal Sub-Plan, Bamboo and Cane Planting, Tending and Exploitation, Devarakadu, Clonal Orchards and Seed Farms, etc. A number of schemes such as Karnataka Forest Development Fund (KFDF)-Teak, KFDF-Matchwood and KFDF-Other Plantations (OP) were implemented since 1975-76 for forest development with funds sourced from Forest Development Tax (FDT) levied on the sale of forest produce. During the last three decades, a number of externally aided projects such as the Western Ghats Forestry and Environment Project (ODA), the Forestry and Environment Project for Eastern Plains (JBIC) and the Karnataka Sustainable Forest Management and Biodiversity Conservation Project (JICA) have supported plantation activities in forest areas. The World Bank aided Social Forestry Project, which was mainly for afforestation outside regular forest areas, had a few components for development of degraded forests. A number of centrally sponsored schemes (CSS) were initiated by the Government of India from time to time to assist the state governments in forest development. These were, Area Oriented Fuel and Fodder scheme, Conservation and Development of Non Timber Forest Produce including Medicinal Plants, Seed Development, Aerial Seeding, Integrated Development of Chamundi Watershed, Association of Scheduled Tribes and Rural Poor in Regeneration of Degraded Forests on Usufruct Sharing Basis, Integrated Wasteland Development Project, Integrated Afforestation and Eco-development Project for Territorial Divisions, Conservation and Management of Mangroves, Modern Fire Control Methods, Integrated Forest Protection Scheme (later named as Intensification of Forest Management), etc. Some of these CSS have since been abolished or transferred to the state sector. Some schemes with similar objectives were later rationalized and merged into one scheme. The National Afforestation Programme (NAP) is one such scheme which is in currency. In addition to the state sector, externally aided and centrally sponsored schemes, a number of schemes/programs such as Drought Prone Area Program (DPAP), Jawahar Rojgar Yojana (JRY) and Integrated Development of Western Ghats Region (IDWGR) schemes had forestry components, and afforestation works were carried out for rehabilitation of degraded forest areas under these schemes. Since 2010-11, the department has been raising compensatory plantations with funds received from the Government of India under the Compensatory Afforestation Fund Management and Planning Authority (CAMPA).Until recently, the Forest department had been receiving grants from the Government of India for forestry development under the Thirteenth Finance Commission (TFC) and the National Bamboo Mission (NBM). The department receives some funds under the Green India Mission (GIM). The Forest department has also been carrying out extensive plantations on roadsides, urban areas and institutional lands through its territorial and social forestry wings under a number of state sector schemes. (Source: This is an abstract taken from the chapter, Development of Plantations, from the book "Forestry in Karnataka, A Journey of 150 Years", by Mr. Dipak Sarmah. You can read the book at,