From the Firm of Blinky, Pinky, Inky, and Sue

Much to the chagrin of our legal counsel, we wanted to assure that every Certified Baxter had an equal say in the goings-on of our fledgling effort. What if, the esteemed esquire cautioned, voting resulting in a work-mucking tie? Would Veep Biden swoop in and resolve the impasse? Bah, we said. Lawsuit, he said.

So, because we take our fun-loving principles seriously, we compromised accordingly:

Resolution of Voting Stalemate

For any action, decision, or event that requires vote of or approval by Members holding a Majority Interest, if the vote results in a vote where a Majority Interest does not exist in support of or in opposition to the action, decision, or event, the Members agree that the vote will be resolved through the following means:

Where the Members’ votes are divided into two groups, each group of Members shall nominate one Representative.

The Representatives of each opposing group of Members shall play each other in three (3) total head-to-head games of Ms. Pac-Man.

After three games, the Representative with the highest total cumulative score, inclusive of all games, shall be granted temporary executive and directorial power to take (or not take) the action, make the decision, or cause the event to occur (or not occur) as he or she sees fit to decide. All Managers and Members shall abide by that decision.

The games of Ms. Pac-Man shall be played on the same standing arcade cabinet, concurrently (in two player mode) at a time and location of mutual agreement—such agreement shall not be unreasonably obstructed or withheld.

Both Representatives must agree to the fitness of the particular Ms. Pac-Man cabinet before head-to-head play begins, and are permitted one (1) one-player practice game in order to determine that it is functioning properly. Should either Representative reasonably assess that the game is malfunctioning, he is required to state so before head-to-head play begins, at which point both Representatives agree to relocate or postpone to a reasonable location or time, respectively.

Representatives are forbidden from deliberately interfering with each other’s play in any way, including physical contact, unreasonable noise, deliberate distraction through cigarette smoke, liquids, etc.

Should play be interrupted, the Representatives agree to tally the score of their last complete game and resume as circumstances permit.

Where the Members’ votes are divided into more than two groups, each group shall likewise nominate one Representative.

The Representatives of each opposing group of Members shall play three (3) one-player games of Ms. Pac-Man, in sequential round-robin format, with each representative playing one game in a row. All other aforementioned caveats apply.

If a suitable Ms. Pac-Man arcade cabinet cannot be located, the Representatives shall agree upon a reasonable alternative Ms. Pac-Man platform, such as a cocktail table unit, console, or emulator.

If a suitable alternative Ms. Pac-Man platform cannot be located, the Representatives shall play Missile Command.

… which, based upon the look on our lawyer’s face, might not exactly withstand legal (or investor) scrutiny.

(photo from the spiffy Rotheblog.)

One Comment

1. Tweets that mention From the Firm of Blinky, Pinky, Inky, and Sue – Natron Baxter Applied Gaming -- Topsy.com says:

   July 30, 2010 at 5:13 pm

   [...] This post was mentioned on Twitter by Nathan Verrill and Brian Schwartz, Roberto Villegas. Roberto Villegas said: RT @nathanverrill: Gaming literally applied to an LLC operating agreement – From the Firm of Blinky, Pinky, Inky& Sue: http://bit.ly/axe2tr [...]