IOTA : Leaked cofounder's conversation

Sergey Ivancheglo
I inform everyone that I don't longer trust Dominik Schiener and I think he should quit the IOTA Foundation for the better future of IOTA. I won't expand on the details now, but you can get some information from the chat log below:

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Ralf Rottmann 27
I want to give a final update on you guys joining the board, before David takes over:

1. The current board has agreed on bringing you into the board a while ago.

2. However, we agreed contingent on a change of the statue: The current statue allows for board members to delegate their voting rights. So I could delegate my voting rights to Dom and he would have two votes instead of one. As the sole purpose of a diverse board is, to hear everyone out and get different angles, we don’t want this to happen. As a consequence, the statue needs to be changed.

3. Changing the statue of a German foundation is not easy. It requires a Supervisory Board resolution. For that, the Supervisory Board must be constituted. This requires a) a constitutional in-person meeting during which the first order of business is to b) approve the budget. The constitutional meeting hasn’t happened, yet and we don’t yet have a budget.

David has agreed to take responsibility for this chain of events.

Based on my experience with other board seats, it should be do-able until September, if one provides perfect briefings to the Supervisory Board upfront. Otherwise, given that these guys are liable and seasoned managers who understand the magnitude of their decisions, it might take longer.

I highly recommend, that we ask Dentons to proactively do a conflict of interest assessment at least for CfB, as the pending Qubic IP Transfer (and the money involved) should be cleared upfront. We’ve asked the same when I got nominated and grandcentrix is not remotely as involved as IOTA AS or Jinn Labs. Otherwise we always risk to lose our non-profit status. (Again some background: Should we ever lose our non-profit status, we’d have to pay taxes on everything up to ten years backwards. All board members, independent from citizenship, are personally liable, should IF not be able to pay those taxes in such an event.)

I hope this helps all of us to be on the same page and hand it over to David to provide the next update. (edited)

Sergey Ivancheglo 31
Agree on 2, but I have a question: The constitution guarantees us the right to have a representative, can the statue violate that right? I doubt.

David Sønstebø 31
Thanks Ralf. The Satzung/Statue is indeed something the supervisory board has to approve, but nomination of board members is something that can be done for all practical purposes immediately. We will naturally inform the entire foundation that we are changing the Satzung and thus committing to no delegation of votes, it's a technicality, nothing more. The entire Satzung as it stands today is a joke anyways. As soon as we state publicly that no one is going to utilize this loophole, the entire foundation would turn on the individual that would exploit it.

Ralf Rottmann 36
@david I have to think about that. Our agreement on the board was to first change the statue and then proceed. Reversing the order based on mutual trust is difficult for me, given some of the other discussion we are currently having. For the moment, I disagree and we have to follow the journey we agreed upon. But let’s continue in private. @cfb No it cannot. You can always send your lawyer, for example. But it can prohibit you from delegating to someone who is also on the board. In fact, that’s how it’s normally done. It’s one of the many oversights in our current statue that needs correcting. Full disclose: The current statue also puts Dom over David in many cases. Along with the changes required to bring you guys onto the board, we want to correct those, too. (edited)

David Sønstebø 36
Not much to think about
There are currently similar loopholes in the Satzung, as you've pointed out. This is a technicality that is negated by public communications about it. Anything else is lack of commitment to agreements.

Sergey Ivancheglo 43

Our agreement on the board was to first change the statue and then proceed.
When I was insisting on changing the statue (almost year ago) there were more important things to do. Now changing the statue is put as No. 1. These constant lags shouldn't be tolerated. Tomorrow we may have problems because Coo hasn't migrated to Kerl before the BlackHat conference as was planned. Can we finally start doing work instead of finding excuses not to?
@Ralf Besides of reversing the order, are there objective things preventing me joining IF?

Dominik Schiener 44
we are too busy fighting all the time (edited)

Sergey Ivancheglo 44
You are too busy fighting

David Sønstebø 45
This discussion is not about that. This is strictly about the long overdue nomination of Popov and Ivancheglo to the board, which can be done immediately.

Dominik Schiener 46
the Satzung has to change first, whcih we agreed on in several board calls…

Sergey Ivancheglo 46
It all can be done in parallel, right?

David Sønstebø 46
After recent events this has changed Dominik, which you are well aware.

Dominik Schiener 46
Satzung has to be changed first, then the nominations can happen.

David Sønstebø 47
No, nominations can happen immediately, resistance to do so shows lack of trust in Popov and Ivancheglo. I seriously hope this insane paranoia will soon disappear

Sergey Ivancheglo 47
Why the order can't be changed?

Ralf Rottmann 47
Absolutely! It’s just important to point out, that these are not alterier motives or causing delays on purpose. We sometimes forget that the founders chose a foundation for a reason. That’s at least my impression. A foundation has no boss. No owner. No founder. No shareholders. All of these superiors roles deliberately cease to exist the moment you decide to do a foundation. For
the simple reason to avoid power grabs at all cost. Because power grabs are almost always an indication for not being a charitable non-profit. That’s the sole rationale. — As a consequence, there are very clear and strict rules and formal obligations. And those take time.

David Sønstebø 47
A simple public statement reading: "All of the board members commit to not utilize the right to delegate votes, which is being removed in the updated Satzung", would eliminate any risk of such insanity

Dominik Schiener 48
it seriously does not…
David Sønstebø
No, nominations can happen immediately, resistance to do so shows lack of trust in Popov and Ivancheglo. I seriously hope this insane paranoia will soon disappear
Direct MessageToday at 12:47 AM

Sergey Ivancheglo 48
Because?

Dominik Schiener 48
didn’t we agree to do a call with both Popov and cfb before their nominations?
I don’t even know what they will be doing on the board. I have been trying to get this information out of cfb, but all I got was 3 bulletpoints.
and one was “tbd”

Sergey Ivancheglo 49
@dom Did I get it right: I need your permission to join the board but you refuse to give it? (edited)

Dominik Schiener 49
where do I even refuse it lol

Ralf Rottmann 50
David, please do not imply that this is about not trusting Popov or CfB. It’s not. There is no need for any debate here. We have a crystal clear board decision. Change of status. Then bringing on new board members. Completely decoupled from whom we bring on. It’s to protect the foundation from us.

Dominik Schiener 50
I want to once and for all understand what you will be doing on a very operationally active board.
this is a non-profit foundation with a public duty.

Sergey Ivancheglo 50
So, what reasons not allowing me to join the board tomorrow?
1, 2 and 3?

Ralf Rottmann 51
@cfb The ability to delegate your voting rights. That’s it. No 2 and 3.

David Sønstebø 51
Meaning you don't trust CFB and Popov to be independent thinkers that make their own decisions, yet we are to trust Dominik with this insane Satzung, which we've tolerated since inception. Interesting how that goes

Ralf Rottmann 52
It’s really that simple. Otherwise, I can ask Dom to nominate Martin. And have him delegate his voting rights to me immediately. Doesn’t make sense, or?

Dominik Schiener 52
cfb
when is the last time we called?

Ralf Rottmann 52
No, David. Not at all. That’s why the changes will include fixing these mistakes.

Dominik Schiener 52
I had a call with Popov last week.

David Sønstebø 52
How many times do I have to say it: Popov and CFB votes on their own, they would never delegate vote to me. We can make a public statement about it, tying that person to it.
@Ralf which has now taken 8 months
There is no consistency here
If you trust Popov and CFB there is no reason to worry

Dominik Schiener 54
I appreciate the trust that was given - and so far I have not failed anyone, in fact, have been part in rsolving some legally pending issues that impact the future of the ENTIRE foundation.

Is it really too much to do a call for cfb and us?
David Sønstebø
Meaning you don't trust CFB and Popov to be independent thinkers that make their own decisions, yet we are to trust Dominik with this insane Satzung, which we've tolerated since inception. Interesting how that goes
Direct MessageToday at 12:51 AM

Sergey Ivancheglo 54

when is the last time we called?
14 months ago when we were showing how we pronounce phrases with scary voice. why?

David Sønstebø 55
So let me get this on the record: you are appreciative of the trust given, but you can't reciprocrate because you believe I can force votes by having Popov and CFB delegate theirs to me

Dominik Schiener 55
lol I actually forgot about that

Ralf Rottmann 55
Okay. Let’s make this about trust then, though it is not. Here is what we can do: We can start including CfB and Popov into our board calls and decisions. That way, we can act as if we are a board already. In parallel, you take care for the Supervisory stuff and change of statue and then we formally nominate. Given that we all trust each other’s, that should be the best of both worlds.

David Sønstebø 55
This is what the entire discussion boils down to. Let's remove all superfluous nonsense and red herrings
No.
Either this is official, or it is an official statement of distrust

Dominik Schiener 56
@cfb why? Because we have weekly board calls where all of us align and make key decisions. You want to be part of the board which I fully understand, but right now I have absolutely no clue what you will be doing. Is it really asking for too much to do a call and discus that?
do you not trust me enough to do a call with me?

Sergey Ivancheglo 57

Because we have weekly board calls where all of us align and make key decisions.
Board calls with voice? Recorded?

Ralf Rottmann 57
Thanks god we don’t record those!

Serguei Popov 58
Guys,

1. we are on the same boat, which still has to survive the storm (in particular, don't forget that we need to be ready for any surprises tomorrow);
2. of course I won't delegate the voting power;
3. I'm a researcher, and will always remain one; however, I'll do my best to help IOTA in any possible way (including coordinating the research efforts from the Board side)

Sergey Ivancheglo 58
@Ralf what's reason of having board calls which are not recorded?

Dominik Schiener 58
voice calls

David Sønstebø 59
Why force a man that since you have known him does not like to talk via voice? He is more than adept enough with words through his keyboard, it is after all a key ingredient to how IOTA came to be. This is another goddamn red-herring

Sergey Ivancheglo 59
@dom voice calls is not a problem, I can have simultaneous interpreter on them, I'm trying to get if you don't want me to join and use voice calls to discriminate. Is it the only reason?

Serguei Popov 00
I can be your interpreter :smile:

Sergey Ivancheglo 00
I had voice calls with my USA lawyers, no problem

Dominik Schiener 00
great, so lets do a call tomorrow and discuss how this will look like clearly

Sergey Ivancheglo 00
no
answer my question
what reasons not to let me join?

Dominik Schiener 00
dude, you are going in circles.

Sergey Ivancheglo 00

1. voice calls, next?

Dominik Schiener 01

1. voice call
2. align and define the roles and responsibilities of each of you
3. elect
   can all happen within the same day

Sergey Ivancheglo 03
alright, I'm tired. Either we start the procedure within 1 hour or I'll publicly declare impeachment to Dom and request him resigning from IOTA Foundation. First on general channel of this slack then on Twitter if that doesn't harm IOTA Foundation
23:00 UTC of today is the deadline
I hope noone minds if I publish this chat log?

David Sønstebø 04
I am fine with the chat log going public if it needs to. (edited)

Dominik Schiener 04
wut
wtf is this lol

Ralf Rottmann 05
@cfb I would be happy to switch to written communication whenever possible. Absolutely no discrimination there. But let me be clear on one other important aspect. I try to not make this about personal stuff like trust etc. because nothing about this is personal or should be personal. Voting require 2/3 of all members present. If we have calls (voice calls), and some of us decide to not take part, the rest can still vote.
I’m fine with this chat log to go public.

Dominik Schiener 06
you guys are essentially threatening me now ?

Sergey Ivancheglo 06
@Ralf, don't waste time please. It's all clear to me regarding Dom. Either I'm in or he is out.

Dominik Schiener 06
this is a joke. I’m off for tonight.
all I asked for was a call, and now I get public impeachment haha

Sergey Ivancheglo 06
I promise, I don't threatening

Dominik Schiener 06
no you are

Sergey Ivancheglo 06
time is ticking

David Sønstebø 07
I think he's saying that he's not threatening, he will do it

Ralf Rottmann 07
What does that say about the trust that David was so eager to build this board upon?

Sergey Ivancheglo 07
@Ralf spend these minutes on thinking whom you will support, please (edited)

Serguei Popov 07
guys, can I humbly remind you that we will maybe having a major crisis tomorrow (BlackHat), which could require a quick action?

Sergey Ivancheglo 08
we can solve it without Dom

Dominik Schiener 08
great move cfb and David. You are destroying the entire project.

David Sønstebø 08
You are the ones distrusting me, Popov and Ivancheglo with conspiracy theories of delegated votes. I have said for months now that the only way to repair the board is to bring in the original founders and have a diverse board with the people behind the majority of the technological principles and theoretical principles. This means we can start to finally get rid of this internal nonsense politics and have a board that can talk to the respective heads-of directly from board level. That is the entire purpose here.

Dominik Schiener 08
good luck. IOTA AS will have some serious legal issues with the advisor tokens and the impending tax audit.
I am done with this.
I am done with being threatened.
this is the course of action that both of you want to take, then I’m all for it.
if you want to be enemies, lets fight.

David Sønstebø 09
This is beyond childish.
This has been an issue that could have been resolved for months now
The only thing stopping the nomination is your own paranoia about Popov and Ivancheglo somehow being my puppets

Dominik Schiener 10
the words of cfb today are enough for me to know what is going on.
I am off for tonight, as I have some poems to write.

David Sønstebø 10
That CFB is willing to go public about an attempt to hijack the project? Yea, I would be disappointed if he wouldn't be able to stand for that (edited)

Dominik Schiener 10
@cfb make sure to ping me @domschiener on twitter, so I can retweet it in the morning.
hijack, man I want a fucking call lol
this is ridiculous

Serguei Popov 11
I'm available for a call

Sergey Ivancheglo 11
I'll post it on Twitter only if majority of IF memebers don't mind against that
Till that it will be kept inside our team

Dominik Schiener 11
why don’t you want public drama?
I think all of us need a little bit of entertainment right now

David Sønstebø 12
No, we need actions and results. Enough talking, enough goddamn conspiracy theories
This is so fucking straightforward and simple

Sergey Ivancheglo 12
You still can accept my offer to finish the process of me and Popov joining the board. All the documents are ready according to Ralf.

Dominik Schiener 12
I have requested for many actions from you for many months. Everytime it doesn’*t get done, I get shit for it. Unclaimed is a very good example.
David Sønstebø
No, we need actions and results. Enough talking, enough goddamn conspiracy theories
Direct MessageToday at 1:12 AM

David Sønstebø 12
This is another attempt at red-herring
This is a straightforward thing

Dominik Schiener 13
You can still attempt my offer to do a call.
Sergey Ivancheglo
You still can accept my offer to finish the process of me and Popov joining the board. All the documents are ready according to Ralf.
Direct MessageToday at 1:12 AM

Sergey Ivancheglo 14

You can still attempt my offer to do a call.
I don't accept it and you are free to not accept mine. ~45 mins left.

David Sønstebø 14
Why even waste time on a call when you know it can be just as easily sorted with a damn chat, like it has in the last years?
It's like asking for something you know will just cause delays

Ralf Rottmann 15
@cfb I will support IOTA Stiftung. I’m legally liable for IOTA Stiftung and the people we’ve employed. David appealed to trust as an essential value among the board members. How is you threatening to kill the entire project in line with that? — What about trying to get a supervisory board resolution tomorrow? We can try. They can say no, but maybe they just sign it.

David Sønstebø 16
We need no supervisory board resolution for this. Why would we even bring it in, to erode their trust in the board?

Dominik Schiener 16
we are electing board members for life, we are supposed to trust each other, we are supposed to lead a billion dollar project and Foundation together. If a call is too much for both of you, then I suggest we go down this path and have a public fight about it.
don’t need to remind me of the time, I’m off in 5mins )
Sergey Ivancheglo

You can still attempt my offer to do a call.
I don't accept it and you are free to not accept mine. ~45 mins left.
Direct MessageToday at 1:14 AM

David Sønstebø 17
Fortunately the record shows that your only resistance to it is a conspiracy theory, so it won't be hard to communicate the truth.

Dominik Schiener 18
sounds good. Anyways guys, I am open for a call any time tomorrow except 10am and 2pm. I’m going offline now.

David Sønstebø 18
Again, let the record show who did what here tonight.

Sergey Ivancheglo 18

@cfb I will support IOTA Stiftung. I’m legally liable for IOTA Stiftung and the people we’ve employed.
I respect this decision and I like it. I hope you will stay with us.

Dominik Schiener 20
great, while you’re at it and are collecting information, please do make sure that you collect all the other pending information we’ve been waiting for. As that information has actual legal implications on all of us, so it would be good to resolve those issues once and for all.
David Sønstebø
Again, let the record show who did what here tonight.
Direct MessageToday at 1:18 AM

Ralf Rottmann 20
The record also shows, David, that you don’t want to honor a board level agreement: Changing the statue, which also puts you into a position to nominate board members, prior to adding additional board members. This is not about CfB and Popov. At the core, this is about the current board. We’ve decided on a path forward. It has taken too long. We’ve not done a good job communicating this path to CfB and Popov. There is a lot we can learn from it.

Dominik Schiener 20
but I understand that all of us here really like drama, and probably need a bit of entertainment while the price is down
and I am not too opposed to it, to be honest.

David Sønstebø 20
I have quotes directly from Dominik Schiener threatening to quit if Popov is put on the board. I am not at all worried about anything in this saga being public in terms of my own reputation.

Dominik Schiener 21
yeh, everything related to the Satzung and the delegation rights (edited)
what have we been discussing this whole time here?

Ralf Rottmann 22
This won’t be a problem for anyone’s reputation. We all have people loyal to us. All I care about is the people we’ve asked to quit their jobs to work for IOTA Foundation. We are doing them a huge disservice.

David Sønstebø 22
We trusted Dominik with the current fucekd Satzung, the months and months of delays, the excuses etc. However, Dominik refuses to trust Ivancheglo and Popov, for no other reason than the fact that he has a conspiracy theory in his head that I somehow control them. I have already proposed a solution that removes this loophole from being utilized

Dominik Schiener 22
anyways, good luck collecting this information. I’m offline now. All of you should consider the repercussions of your actions, and the way this will affect other issues. Good luck!
@david last time I checked, you approved the Satzung in its entirety
you even agreed to go this route, and I have Anka and Julie to prove it. But feel free to twist reality as usually.

David Sønstebø 23
False.
But ok, let this be the record.

Ralf Rottmann 25
Man, when I started this thread, I wanted to give a neutral update on where we stand with bringing you guys onto the board. Here we are, having one of the founders threatening to kill the entire project. What does that say about our current state of mind?

Sergey Ivancheglo 26
Project won't be killed, don't worry. Just one of the top managers will quit.
Notice that I haven't used "founder"

David Sønstebø 28
@Ralf Words are fine, I love poetry. Actions however are defining. This is as simple as nominating the two other actual co-founders of the project, which has already been agreed. Then a technicality in the Satzung, the very same Satzung that has a worse technicality for Dom's power, is being used as an excuse. It's a damn joke.

Sergey Ivancheglo 31
30 mins

Ralf Rottmann 34
@david I agree that this could be debate-able. And maybe we - the current board - should open it up for discussion again. What I’m saying is: We currently do have a board agreement that you were part of and “in favor”. Well, maybe not, but you did agree. I can see that all of the delays now make you questioning whether it was the right thing to do. It just doesn’t change, that we did agree on the exact path. — I’m happy to revisit the decision. Given that a Supervisory Board meeting is likely a few weeks away, I understand, that we might want to chose a different path. But that should not happen via threats or CfB counting down the minutes. All that does is strengthening the idea of somebody not being qualified to be on a board of a legal entity like IOTA Stiftung. Because founder or not, running a Foundation requires to act professionally. Counting down the minutes is the opposite. — I can only speak for myself here, but I’d agree to proceeding with the board additions without a change of the statue, if we’d set a contract in place between the four of us, filling in intermediate rules for collaboration. I just cannot come up with it in 27 minutes. (edited)

Sergey Ivancheglo 35
I gave almost 1 year, you are just not aware of things that had happened before you joined
So, don't use "minutes" please

Ralf Rottmann 36
That is true. I cannot time travel.

David Sønstebø 36
No Ralf, I was NEVER in agreement that this would be pending a supervisory board decision in September. This is a blatant lie. I know CFB, he does not fuck around with his deadlines.
If this is what it takes to get rid of the root cause, so be it. Root canals always hurt.

Ralf Rottmann 37
Okay, David, let me rephrase, because I don’t want to be unfair: We did agree on the statue change. None of us might have been aware at that time, that this might lead to it taking ages. Is that fair?

David Sønstebø 38
Satzung change, not board members. If that was the case I would not be pushing for it every fucking day since then
"Neupärtrl is vacating", "I will CC you to the lawyers tonight", blabla
Seriously, don't play this stupid game. Time is ticking fast
I have said all I have to say.
I will be feeding my cats now

Sergey Ivancheglo 39
@Ralf Excuse me, why I wasn't asked? Why my request to change those paper has been ignored for that long? Even if you come to agreement with others there is still me who didn't agree on that.

Ralf Rottmann 40
@cfb That might have been a mistake. Same is true for Popov. Us having spoken about you guys and not with you guys wasn’t good. Essentially, that’s why I opened this very group. Because I sensed that there is so much misunderstanding everywhere. And fighting.

Sergey Ivancheglo 40
@mthcl Were you asked btw? (edited)

Ralf Rottmann 40
No. He wasn’t.

Sergey Ivancheglo 41
So, @mthcl invented Tangle, I coded IOTA using Tangle and we both weren't asked about such important issues? Do I get it right?
And then @dom finds excuses to not let us join the board?
This will end today, trust me.

Ralf Rottmann 42
CfB, don’t blame me. You weren’t on the board when I joined. I wondered about it actually, when I joined. Ask David!
I always thought there was a reason for that, that the four of you had agreed to.

Sergey Ivancheglo 43
I don't blame personally you, though you might change the order of events in these conditions. Well, too late, it seems.

Ralf Rottmann 45
But it seems as if I’m the last man standing here from the current board. :neutral_face: And I cannot do anything on my own and alone. My suggestion is, to sign a document tomorrow (CfB, Popov, David, Dom, Ralf) that defines some aspects of our future collaboration on the board. I volunteer to draft it. Then bring you on the board immediately. And have the statue reflect what we write into that document in September.

Sergey Ivancheglo 46
Sorry, when I give ultimatums I follow them no matter what. It's about my personal reputation.

David Sønstebø 46
I can attest to ^

Ralf Rottmann 48
Well, then that’s the way this has to go down, unfortunately, I guess. I feel genuinely sorry for the people that have trusted us. We failed miserably.
But we all might get good book deals!

David Sønstebø 48
Indeed.

Sergey Ivancheglo 49

I feel genuinely sorry for the people that have trusted us. We failed miserably.
Don't overdramatize. Dom will quit and we'll reach our goals without him. Almost noone failed.

Ralf Rottmann 50
I might offer jobs to my direct reports and some of their teams, should the fallout of this crash our valuation and hence render IF unable to pay these people. That’s all I can offer. Obviously, I will first resign, should this turn out the way I expect it to.

Sergey Ivancheglo 51

should the fallout of this crash our valuation and hence render IF unable to pay these people
even if this incident becomes public you'll be surprised how market will react

David Sønstebø 51
That's honorable Ralf, almost as honorable as refusing to own this.
Dominik even admitted an hour ago that this is due to his conspiracy theory, of which there is zero evidence.
So this is the record now.

Ralf Rottmann 55
For me it is and has always been about a decision we made on the board that you were a part of. We - David, Dom and Ralf - failed to keep CfB and Popov closely updated. We - David, Dom and Ralf - underestimated how long the statue changes will take. All of this is fixable. I made a very reasonable suggestion that would resolve it within the next 24 hours. If you’re willing to risk the entire project over 24 hours versus 24 minutes and a “reputation for keeping ultimatums”, well then this is how it has to be. The public will ultimately judge on their own. Just thinking about all of the other stuff that will come to light, makes me extremely worried. Not for myself. But we are all grown ups.

David Sønstebø 57
Again Ralf, this is false and the records shows it. You know very well how many times I have brought this topic up. Hell, it was even discussed at SumSum with most of the people present. This all boils down to Dominik's insane hypocrisy and conspiracy theory, and now that he had a chance to actually resolve it, he instead went the childish route of refusing to own mistakes

Ralf Rottmann 57
Then let us fix it within the next 24 hours, David.

David Sønstebø 58
No. Dominik chose to AFK. This was a decision. This was him essentially saying: "Fuck IOTA Foundation, fuck IOTA, fuck the founders, fuck the team, fuck the community". There are no ifs or buts here.

Sergey Ivancheglo 59

If you’re willing to risk the entire project
What risk? Dom was going to quit IOTA Foundation several times anyway. This time I'll help him. It's obvious that he can't live such stressful life as he is living now, so he can return back to the lifestyle he used to.
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https://pastebin.com/482HVvPu