Stewarding Ourselves: Two Non-Executive Directors wanted for Edgeryders LbG (call closed)

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26

Should we give it one more week?

Hi everyone,

Thanks for keeping an interest in this and hopefully we’ll be able to have our two directors soon. We currently have almost everyone here nominating themselves or supporting someone (although @K didn’t say who she is favoring, and @Ben is taking a step back).

From other channels I hear some folks don’t see themselves as active enough to have a say in this, while others would prefer a different process. Either way, everyone is encouraged to speak their minds. Me, I’m sure everyone here would do a fine work and I look forward to working together.

27

Yes I think so.

Let’s send out a final blast in the next newsletter in case anyone missed the call for non-executive directors, and close it midnight this friday?

28

Just to clarify.

That when I said I was taking a step back, I was referring to the discussion that was veering towards being off topic and divisive to the task at hand.

I wasn’t taking a step back from giving my support to someone, or putting myself forward as a non-exec, rather I was waiting for clarification. The problem is still though, that I don’t really understand what the non-exec position is actually for (other than potentially that of glorified blogger) - as highlighted in a previous post, if the role of non-exec as having the power to exercise oversight is not formally written into the Articles of Association, the position is essentially novel and meaningless.

I signed up to EdgeRyders and contributed to EdgeRyders based on the stated governance model, until it is officially instated, changed or improved, it’s difficult to contribute and I don’t think it’s appropriate to just close this process and put new people into this position.

29

Oversight

The oversight model is that encoded in UK corporate law, and in the tradition of non-executive directors. For ER, it is further highlighted in the section called “What happens if something goes very wrong?” in this post (2013). A non-executive director is a director who is removed from day-to-day management. As all directors, she has two powers:

  • "right to know": access to the admin group, financial records etc.
  • one vote on the board of directors.

So, oversight is normally done by keeping an eye on what is going on – of course, this means there is quite a lot to read! – and giving advice. Advice is meant to be constructive (we are all building the same company, we are not opponents) and high-level (“we should try to get more stuff going on health care” is high-level advice: “I think we should change our supplier of paper clip” is low-level advice. Day-by-day decisions do not go to the board).

In the event of a major decision (merger, dissolution, strategic alliance…), oversight is also played out in the board. If a non-executive thinks the decision is wrong, she can and should inform the community and the public opinion; vote against the move; and resign in protest. All three moves will undermine the position of ER after that decision. In principle, it could even lead to company politicking, with, say, the two non-execs siding with two executive directors to overrule the other three. Of course, if it comes to that, we might as well go home.

30

Okay.

Just as a reminder of what is actually written:

"Openness is our best safeguard against opportunistic or misguided behavior. People vote with their feet: if the kernel abuses the community, the community will evaporate, and the kernel will be left without a viable company. They definitely don’t want that! But what happens if they don’t notice something is wrong? Or if there is a major disagreement? If somebody else does something stupid that threatens your project as it unfolds? Our second safeguard is the board of directors. We are giving it statutory powers to overrun management and act as benevolent dictator when it perceives a threat. At the moment they are:

  • Ásta Helgadóttir 
  • Vinay Gupta" 

    Now if I were to ever to write this into an organisation I was part of legally, I would definitely make sure to give the two non-executives ‘statutory power’ to overrule the opinions and choices of the rest of the board - that’s what ‘benevolent dictator’ means in practice. Generally speaking legal structures and governance models are designed to prevent selective and subjective interpretation but evidently this isn’t the case here.

    Thank you for making it clear where everybody stands.  

31

Selection criteria

All, as the currently sitting non-exec let me once again say: I am absolutely in favor of actual elections for these posts, and will require minute detail on any alternative proposal to ensure that it accomplishes the same goals that an election would.

We can’t just bumble through this because things are hard and democracy (or at least full participation in decision-making) is inconvenient. This has to actually be done properly, or the whole process of community involvement in the affairs of the company is a sham.

What exactly is the plan?

32

Register of Members.

I’ve went down to Companies House, and got copies of the Edgeryders LBG documentation that had been filed with them. Just my usual due diligence for potential investee’s.

Whilst i am still in the process of scanning and OCR-ing them into a usable format, the one thing that was missing is the Register Of Members. It’s due to be updated shortly, when the accounts for the last financial year are filed.

I’ll post all of this, along with my analysis of the problems and loopholes, that could crop up from the current Articles and Memoranda. NB These will only be the things that i have found in the current rule-set. Some fresh sets of eyes will find the things i’ve missed.

According to the Articles and Memoranda, as they currently stand, the only people who will have the right to vote, will be the current members of the company.

No one else.

And as the current Register of Members hasn’t been updated recently, this is something that needs to be done, before any of the director’s elections takes place.

33

Members == directors

Here is how Arthur set ER LBG up:

There are seven members. They are: Arthur, Matthias, Noemi, Nadia, Asta, Vinay and myself. All members are also directors. Five, as you know, are executives (involved in day-to-day operations); two, Asta and Vinay, non-executives.

After the tax return is filed (April 30th), membership will change in two ways. First, two non-execs will be appointed to replace Asta and Vinay. Second, one exec will be appointed to replace Arthur – assuming we can find one. But we don’t yet know who the new directors will be.

The only people who have the formal right to vote on the new members are, indeed, the current members of the company. But Arthur proposed, and we all agreed, that the executive directors use their votes to appoint the new non-executive directors chosen by the community, hopefully by consensual decision. Also, we have taken a vow of silence, in the sense that we don’t allow ourselves to say “I like X” or “I think  Y would do a really good job”.

The executive director(s) we will choose ourselves. The basis is, and has been since we started the company, that of most companies: execs sink a lot of their time and energy into this project, which is very uncertain and so far has not been able to compensate our time. We need to personally like each other and have a high esteem of each other’s abilities and ethics, or this is a non-starter. However, we would very much like to have people come to us and ask to be a part of ER LBG. So far only one person has: David Bovill. We tried to do a project together as a waypoint towards his joining us: unfortunately, the project that was meant to bring us together did not work out.

34

That is up to you.

Write the call as a blogpost with clear instructions. Make sure the rules are very clear (also to non native English speakers) and that the process takes place on the edgeryders.eu platform. This way everyone can verify that votes were cast by current members. If you need help getting the word out to the entire community post the url to your post and 140 character summary in a comment below. I can take responsibility for updating the different channels, twitter, FB and newsletter.

When you are done with the process hand over the two names for non-executive directors. It is your responsibility then to make very clear that that the oversight function cannot be done effectively unless non-executive directors commit to informing themselves using the channels where company related discussions take place, especially director hangouts (posted in admin group), as well as to writing 12 blogposts (two directors, one post each every other month on alternating months) to keep the entire community informed and where relevant, inviting involvement.

We had originally planned on closing this call this week, however if you think this needs more time, you are welcome to set a reasonable deadline for running your proposed process effectively.

35

Temporary Support

Dear colleagues,

I have been following your discussions and was wondering if a decision has been made?

As mentioned in Matera, the process you/we are going through is unique but not uncommon. Many of the Civic Society Organizations I work with have similar issues. To me it is a „Governance Challenge“ - looking into how participation, transparency and accountability can be redefined as underlying principles, filled with new activities and backed up with a relevant structure. Especially, when legal forms are lacking the reflection of these „new“ ways of working together…

ER is on its journey to grow from a project into a structure - which includes remodeling of positive aspects, letting go of unnecessary and emerging for something new (all to be defined). Of course this process is not easy nor linear but can be helped with methodological approaches.

I very much value ER on different levels and would like to support a strategic process that is aiming for a structure that is sustainable for the next 3 to 5 years. Due to my limited time capacities I can’t provide anything steady but would be happy to support the developments on a temporary basis (e.g. until LOTE5) as a kind of “process joker”. Would that be of any interest?

Caroline

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36

+1

I’d definitely welcome this kind of support and input!

My perspective is that this has pretty much stalled - but will no doubt be pushed forward resolutely, with a less than perfect outcome. So any support in ensuring this discussion finds some form of productive resolution, in which different views, positions and perspectives are accounted for would be a great. You mention methodological approaches, could you link to anything that I could read?

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37

Minds wide open.

There are a lot of possibilities - depending on what is needed most. Most obvious to me are the relations within AND between three different units:

  1. ER LGB

  2. ER community

  3. ER projects

For a start I would look at the LGB. With IDOARRT you could figure out Intentions, Desired Outcomes, Agendas, Roles, Rules and Time. That can work for single meetings but also for building a longer-term strategy. It could include changing roles, teaming positions, mapping competences for achieving a common intention.

At the moment I work a lot with Impact Logics in repetition mode - which means that we do it with very different stakeholders concerning one topic or future development. We work it from the back: Impact —> Outcome —> Output —> Input

It helps to structure thoughts and to gather different ideas/ways how to go from A to B puls why to go from A to B.

But as we know: recipes are only one part of good cooking :wink:  For a valuable and effective start it would be best to map the status quo, asking some more questions about the current situation including intended and unintended developments. From there we could look into what you would like to keep, improve, let go and develop and so on - a journey for open minded travelers…

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38

Of course it’s well received

I think at this point an organised process that an objective observer/community member offers to lead is much needed.

And heavenly, we have an infrastructure at our disposal, so the only thing is for the facilitator, you Caroline in this case (if I understand well?), to speak - how many people, when, and what else should we read, if anything. Could those of us interested use weekly hangouts for this?

Re: this thread and elections, it takes longer for a number of reasons - mostly administrative. I agree with Ben, our solution will be less than perfect regarding every one of us’s expectations. Which is why better to build for the future with something pragmatic, no?

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39

Much appreciated

Hi Caroline, your offer is both very kind and very timely. Both approaches seem interesting. Three thoughts:

  1. Which parts need to happen online, which offline and how to manage offline bits?

  2. You may find this multipartite social contract published two years ago relevant, or not.

  3. Maybe this would be something to explore with Patrick Andrews. Patrick has just joined the operational board of Edgeryders Lbg, and just about to gather input that I think may be relevant to the process you suggest above? Maybe a collaboration could keep the the load light on everyone involved?

In any case this is a generous move and much appreciated, thank you <3

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40

Travel plan

Thank you very much for the comments and links. Let me have a look trough some material and think about a possible on/offline process structure. I will get back to you with some more details and questions. Very kind regards, C

41

back to elections

How about a simple drawing? Now we might stumble upon a question who will do it, maybe I can do it? I have no interest in manipulating the choices of who will serve as non-ex in Edgeryders. Just to make this things simple, straight and fast, and spare extra discussions.

42

Possible Itinerary

Hello again,

First of all - I have never done any mediation or process development online. So forgive, if things are not laid out in a language that everybody relates to. Please point out and ask if things are unclear, stated in the wrong way or need specific explanation.

My proposal is to combine being in transition with going into a process of exploration. I wish to focus on identifying positive aspects, letting go of unnecessary ones and building improvements or new prototypes. 

Getting there needs an open mind. Working offline, I use several approaches to create some space for reflection and perception. Online, I don’t know yet how to provoke a role play or how to encourage you to step out of your preconceptions for a moment. Maybe this video could be an opener. If you like watch 0:00-6:25 and more. It’s only an impulse for tuning in, creating quality in listening and conversing with each other. 

ER is something in our hands that can contribute to a new way of working, being and spreading these approaches. It can only be done with each other not against each other. For changing the world around us, we have to start with ourselves. 

Now, enough prose :wink: A possible itinerary could be:

Phase 1: Develop and describe the process with context, principles, objectives etc. (this can be developed online - I will try to come up with the basis and some questions asap)

Phase 2: Summarize and breakdown into smaller packages (maybe combined with temporary process responsibilities related to ER LBG, ER community, ER projects)

Phase 3: Imagine the future within different areas (e.g. where is ER LBG, ER community, ER projects going)

Phase 4: Build impact logics within different areas (looking from future/impact into what is needed to actually build it as well as identifying now-better-let go-new)

Phase 5: Combine and summarize findings (maybe come up with a presentation for LOTE5 and online)

Phase 6: Prototype new ideas (maybe during LOTE)

Phase 7: Test prototypes/new relations/new ways of doing something/etc.

 

Phase 8: Adjust

Phase 9: Implement e.g. different set-up and new terms and conditions for ER LBG, ER community and ER projects

Before getting started, I have a couple more questions:

1) Which areas do we want to explore? (e.g. ER LBG, ER community, ER projects - all of these or only some)

2) What is set in these areas? (e.g. are there some legal or technical aspects that can’t be or shouldn’t be changed to secure functionality)

3) How will we handle relevant discoveries? (e.g. how will we choose what to implement, can we come up with an agreement upfront or should it be decided when decisions become necessary)

My suggestion would be to include all areas because they are interdependent.

Most obvious to me are the relations within AND between three different units: 

• ER LBG within (ex and non-ex directors) and

between ER community and ER projects

• ER community within (including technical operators) and

between ER projects and ER LBG

• ER projects within (managers and crew) and

between ER LBG and ER community and other ER projects

Plus relationships to clients and public profile.

I would like to link the more detailed descriptions to a pad, where I can develop next steps with you together. Can somebody help me to set this up?

Thank you and have a good day, Caroline


1 Like
43

Impressive!

Wow Caroline, this is really great, seriously thank you.


Itinerary looks reasonable to me.


In response to your questions:


1) I would say all areas that you specify.

2) To my knowledge the only questionable technical aspect that cannot be easily changed is the license appended to all EdgeRyders post and content - since this breaks some of the core ER LBG services. See this thread.

3) My preference would be using something like loomio, and agreeing the decision making process prior (i.e consensus, majority vote, consent) - consent within the Sociocracy framework would lend itself well to ER, as it will ensure minimal blocks to the current “the person that does the work calls the shots”. 


In terms of mapping all areas, I think special attention should also be paid to particular roles, explicit or implicit. Things like ER execs who are also community managers. Someone who I think would be a great help with this is @emkay, since he has a knack for observing implicit and emergent roles in unMonastery and I’m sure would be happy to help.


As for a pad, I’m not sure what you mean but would be happy to help if I can.


Also, I’ll be in Berlin 12th - 16th, if there’s anything that could be gained from meeting face to face - or we can just have coffee.

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44

In contact

@ben thanks for your suggestions. @emkay and me have just been teaming up. We’ll come up with more content within the next days. And of course it would be nice to see you in Berlin!

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45

help

Hey @Caroline_Paulick-Thiel - I am new to edgeryders (and mediation). I just wanted to say if there is something I can help with I’d be up.

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