Non-exec oversight
I can confirm that neither Asta nor I feel we have any substantial amount of ability to influence the direction of the organization from our position as non-exec directors. As soon as things started to get interesting, all company busness moved to “executive directors only” meetings.
Admittedly we all learned from that
We also would have needed you more Vinay in daily operations, and yet that hasn’t happened, for reasons we are all responsible for. Don’t make this into an execs vs non-execs. Now this opportunity is exactly that, formalizing commitment from everyone in the board to move forward, so that no one has to show up only when things get “interesting”.
Exactly
Agree with Noemi. Additionally, in ER LBG, we don’t have regular meeting, so most of the work happens in the admin group, which at the moment is open to execs, non execs and others. So there have been very few meetings of any kind, let alone “execs only”, and the degree of transparency is much higher than that of offline management companies.
Day to day involvement?
Remember that the vast majority of my work is invisible - it’s acting as a consultant to projects by email, it’s developing long term assets, it’s shepherding social capital. Most of that is long conversations in person or on skype, or offline through mediums like twitter. At most events, you can do a show of hands, and half the people in the room working on the event are there as a direct byproduct of my activity.
This goes back to the very beginning: the design of the event which launched EdgeRyders, dual format
conference for council of Europe
unconference for the network that I was bringing in
and the extremely network-centric “click here if you want to meet this person” mode of getting people to ask to come to the conference. In practice, we had enough seats for everybody, but if we’d had to choose, that mechanism would have held up, and delivered a powerful community experience about how we managed our limited resources. It was good. One of the key reasons we have EdgeRyders because that effort worked. By my recollection it increased participation on the platform 10x. The people came.
It worked because
I had pre-existing networks, and
I knew how to make our offer compelling not only to those networks, but to their networks beyond us
Those pre-existing networks? My network in London, largely built on top of Ben’s Temporary School of Thought events, built on top of Ben’s network in London.
What I’m doing? Day in, day out, creating, supporting and fostering those networks, that are so vital to our survival.
If that doesn’t count as “showing up” I don’t know what does.
Oversight
Your networking is certainly valuable, Vinay. But from your comment above it seems to me that you were speaking about oversight, which is a completely different function. Networking is done in the world out there; oversight is done in here. To do it, you need the information to make yourself an opinion, and a channel to get that opinion across. I merely argue that the admin group and the platform at large are both the info and the opinion delivery channel.
Work
I wonder if the hoodie incident was a good example of the undesired effect of the company spirit. I doubt Github expresses an opinion over ER visibility.
Excellent example
All five people who are now ER LBG exec directors were members of the Edgeryders community first. All five got involved in Edgeryders at least one year before the company even existed. The episode you quote is an excellent example of someone – me – making a move (note: making it myself, not suggesting other people make it), and others using their time and energy to stop that move instead of making a better one. It might have been wrong, but it was a community move, not a company move: a company would have made T-shirts with its own logo. So, what we witnessed is people in the community wielding orthodoxy arguments over others – something for which I have no sympathy. But then again, disagreement is normal and healthy.
Fun fact: unMonastery stickers were circulated amongst general contentment at LOTE3 in October 2013. Not sure who brought them, but there was no drama that I can remember. Orthodoxy fluctuates, it seems. 
Clocking Time
Would be useful to clock how much time you spend discussing the ownership of the unMonastery and criticising other people’s views. Try https://www.toggl.com/ Its opensource. I’m not being sarcastic here - I think it is interesting.
Where do I vote? " In the spirit of openness both seats are open for the community members to select directors."
Cheers.
process - open and collaborative
Hi @K ,
I guess it’s better to just say why you think someone (maybe you) is good for the job, here in the comments.
I guess voting in this context would not be a good solution, unless some people want to do “campaigns” ?
(I’m not interested in “campaigns” or competition but this is just my preference)
It’s better to use so called “collective intelligence” and decide together in a collaborative process.
This is just my suggestion.
Hugs
About 10 hours?
My time tracking is not that granular! I can attempt a guesstimate: I wasted some time in the t-shirts controversy back in September. Then I tried to have a conversation with Ben in January, prompted by him and concerning a different project, but that stopped because he preferred to speak in person. At the beginning of March we did speak in person in London, and he suggested the Confessional procedure; then I spent some time on that. Now there is this, plus some discussion I had with Arthur, Noemi, Matthias and Nadia. Maybe 10 hours total. Unfortunately, I don’t have many results to show for them.
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.
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?
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.
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:
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.
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:
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.
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?
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.
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.
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.
