Some clarifications … ??
Dear me, what a mess! We should all have better things to do on a holiday weekend.
I resigned from the board of the Edgeryders company because a drift away from a vehicle for community support and towards a personal consulting career had, in my opinion, become irreversible and completely incongruent with the original stated ambition of the founders. The subsequent actions and comments of some of the directors has reinforced that understanding and led me to this post.
I regret very much having to take up the time of community and company members with this nonsense. I have not been a “heavy” contributor to the site as I had hoped that the ‘legal & financial’ aspect of the company in service of the community could be kept quiet and in the background but I am obliged to defend both my personal reputation and my vision for the community at this juncture. I am actually far more interested in trying to move forward. My efforts to create the company as a vehicle for Edgeryders community development, to support the formation of the unMonastery group and to keep the joint relationship between Edgeryders and unMonastery alive should attest to that. I have some suggestions at the end of this post that may be helpful but, initially, I have to address some recent comments.
With respect to Alberto’s recent comments, there a few issues that I should address.
I believe he is imputing that I was referring to financial fraud. Since this was and is an impossibility as Patrick Andrews has no access to our finances it is clearly erroneous on his part and a clarification or withdrawal of this inflammatory escalation would be helpful. Alberto also has no access to the finances and so I cannot and did not suggest that he was guilty of financial fraud. I am the person who detected and rooted out the fraudster in Edgeryders and know exactly the varieties of fraud and manipulative paperwork that can exist outside of the merely financial.
Alberto also selectively and partisanly quotes from my resignation letter. I was and am unwilling to continue to work as a director as I am no longer content with the overall strategic direction of the company, both as a company and as the functional vehicle for the wider community. In that letter I asserted my continuing membership of the company UP TO the point where new directors etc would be appointed. To claim that I abandoned the company and community is a falsehood. Again, for those who no longer trust my word, I append the text of my resignation letter at the bottom of this comment.
Others have raised the issue of passive-aggressive behaviour which I now wish to elaborate on. I did not wish to leave the company nor to resign as a director but I have during these past 5 months;
been described by Nadia as sexist, insensitive and of making her feel physically under threat at LotE4,
been told by Alberto that it was time to choose sides (in a phone call in early April for which I have no recording),
been misrepresented to a third party
been removed as a site administrator without notification, consultation and without notification to the main administrator and, lastly,
been misrepresented on these pages.
All of the foregoing has made continuing impossible. I was relieved that Matthias elegantly deconstructed Nadia’s allegations as nonsensical but I found the episode profoundly troubling. I was also upset at Alberto’s suggestion that, in a community focussed on inclusion, it was time to ‘choose sides’. Nadia has, since my resignation, made allegations to the accountant which are unfounded. I have written to her twice asking for clarification on this but she has to date refused to answer these questions while at the same time issuing demands and payment instructions to me. I have given wide latitude to other earlier instances, initially trying to make allowance for ‘non-native speaking’ of English and latterly to avoid confrontation and wasted energies but, in the end and with respect to the concerns of others as expressed privately to me, I have had to conclude that there is a bullying and passive-aggressive tone to the ‘leadership’ of this community and company.
For the record, I stand by my suggestion that the introduction and election of Patrick Andrews on the board of Edgeryders was incompetent, unprofessional and fraudulent (defined by my dictionary as “obtained, done by, or involving deception”)
Addressing myself to Patrick, I would remark that it is most lawyerly of you to have read the Articles and extremely disingenuous of you to cite a section in an incomplete, partisan and misleading manner.
Paragraph 34 refers to the temporary appointment of a director until the next AGM. The next AGM is imminent within a few weeks and so it is hard to see where the pressing need for temporary appointment arises and it remains the case that the normal procedure for electing a director was not followed. The full and exact text of the paragraph is appended below.
Further, neither you nor Alberto nor anyone else indicated that this was a temporary appointment in the original announcements. In fact, the contrary impression was given. I welcome your implicit attestation that your appointment is temporary and look forward to your presenting yourself to the community and company as a candidate.
‘Professional’ conduct before joining the board of a company and especially so in the case of appointment to replace a contentious resignation, would at a minimum involve an introduction to and discussion with ALL the other directors and a review of the financial and legal affairs of the company. You did not do this.
Professional conduct would preclude repeating false allegations and misleading assertions regarding the behaviour of an officer of the company such as your repetition of Nadia’s remarks to the company accountant that I was refusing to make payments and thereby putting people in Nepal in harm’s way.
You have since reversed yourself on this and another matter of fact in email correspondence to me but it remains the case that your instincts and practice fall below that which I have come to expect from members of your profession and there would seem to be reasonable grounds for describing the joint conduct of you all as incompetent, unprofessional and fraudulent.
In English corporate law a director is a director is a director. The practice of having ‘non-executives’ as guarantors of good corporate governance is a practical and not a legal distinction. I have repeatedly talked about this to my fellow directors who mainly come from the European tradition of having separate boards for ‘advisory/supervisory’ work and for ‘executive’ work.
The fact that Alberto believes that there should one public and consultative process for electing ‘non-executives’ and a separate one of private and exclusionary self selection of ‘executive’ directors demonstrates a failure to comprehend this and the degree to which he has drifted from the original vision of using a corporate vehicle in support of the wider community. I have been left with a distinct impression that the company was becoming a private vehicle for a personal consulting career. The subsequent selection and presentation of PA without any wider consultation or even the minimum of legally required process has confirmed this impression. Nadia’s censoring of this debate for quite spurious reasons of ‘spam protection’ reinforces it.
There are two matters of regret on my part. Firstly, that my increasing dismay at the unhappy evolution of the company within the community distracted me from completing the ‘financial dashboard’. Second, that I did not publicise my resignation to the community immediately. I had spent considerable time trying to support the evolution of the unMonastery within a relationship and community with Edgeryders, whether informally or formally and had insisted that this include a role for Alberto and Nadia. Lastly, events moved quite quickly after I resigned from the board and my time was taken up with that rather than with publicising the matter to the community which I felt would further aggravate matters ….which, of course, it has.
I would like to suggest that, in order to move ourselves forward as a community and a company and to remove some of the personal conflict from this sphere, we do the following;
- agree a separation of the ‘community’ from the ‘company’ in terms of focus, activity and assets;
- create a separate legal entity for the ‘community’ (an English registered ‘Community Investment Company’ which could have ‘charitable status’ would be a convenient vehicle);
- amend the articles of both ER LBG and ER CIC to have a maximum of 7 directors of whom 2 should be the nominees of the related company;
- amend the articles of both ER LBG and ER CIC to be obliged to transfer XX% of their respective annual profits to the other;
- clearly define what the requirements for membership of the voting roll of each entity should be, which definition should NOT be in financial terms.
I believe this suggestion is in line with that suggested by others in the company and the community. I hope it is not too late for us to reclaim our original vision for a collaborative and mutually supporting community of Edgeryders.
Lastly, on a point of information, I have been away from ‘keyboards’ for the last 2 days and will be away again from tmrw morning until Saturday morning. Do not take my silence as dis-interest.
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Para 34 of Edgeryders Articles of Association;
34. (1) The directors may appoint a person who is willing to act to be a director.
- (2) A director appointed by a resolution of the other directors must retire at the next annual general meeting and must not be taken into account in determining the directors who are to retire by rotation.
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Letter of Resignation
Greetings.
Over the last few months I have felt increasingly out of ‘sync’ with the evolution of the Edgeryders corporate vehicle. This has affected my capacity and willingness to work on company related matters.
Rather than continue in a less than whole-hearted fashion I believe it would be best for all concerned that you find someone else to take the role of legal and financial officer for the company.
I hereby resign my directorship of the company effective from the time a replacement officer is appointed to the board. At that point I will transfer the operation of the company registration, company tax records and other operational controls to whomever the board recommends.
I will continue operate the bank account under your direction until such time as you find another bank willing to accommodate the company’s needs. I am unable and unwilling to participate in any other activity.
The bank account was and is under the primary stewardship of our accountant and HSBC will not allow anyone else to be the primary account holder, so Edgeryders cannot simply put another person(s) in charge, so the company must (as it already was) seek other bankers.
I will remain as a shareholder in the company until such time as new director/members are elected in accordance with the wishes of the community. I will relinquish that membership at the point where an new LFO is appointed.
I will post this announcement on the website in a day or so.
Regards