Amendment for open board elections

Have been working with @Hakanto on this draft resolution to be submitted at this year’s AGM. Would appreciate comments or suggestions.

While I started this project in March 2015, Resonate wasn’t officially founded as a co-operative until May 2017. We used the Fair Shares co-op rules upon which to base our rulebook, which included a rule that open board elections would only occur after reaching 30,000 members. Can’t speak to where this number originated with the Fair Shares org, but my hunch is that this was more oriented towards consumer co-operatives, with very different dynamics to Resonate being a multi-stakeholder co-op.

As I mentioned in a previous post, there is a strong administrative burden in managing a co-operative. Hakanto has also outlined some outstanding issues that the Board has failed to follow through on in the last few years. All of these stem from a combination of burnout and lack of capacity.

Speaking for myself, I suffer from both. I hope this resolution – which will enable open voting and board elections sooner rather than later – will assist in making it easier for those who have time and capacity to serve (i.e. volunteer) in helping administer the affairs of the community.

Resolution for open board elections

WHEREAS Resonate has operated as a co-operative for five and a half years without reaching 30000 members;

WHEREAS Resonate is committed to internal democracy and an egalitarian internet and society;

WHEREAS Resonate is committed to communal control and democratizing economic activity;

WHEREAS Resonate is against the concentration of power in the hands of a few;

WHEREAS Everyone should own their platform;

WHEREAS Active engagement in culture should be incentivized over passive consumption;

WHEREAS Active engagement means participation in the co-operative and a say in its operations;

WHEREAS Resonate is committed to redistributing power;

THEREFORE LET IT BE RESOLVED that Section 37. Board Composition – Under 30000 Members be amended to:

  1. Board Composition – Under 30000500 Members

If the Cooperative has fewer than [30000]500 members, Board members will be proposed by the Founder Members or existing Board members and approved by Ordinary Resolution.

i. The Board shall elect a Chairperson, Treasurer and Secretary from among their number at the first Board Meeting after each AGM, and may fill all casual vacancies as they arise.

ii. A Board member may be removed at General Meeting by an Ordinary Resolution.

THEREFORE LET IT BE RESOLVED that Section 38. Board Composition – be amended to:

  1. Board Composition - Over 499 members

If the Cooperative has 30001500 or more members, a Board and a Chairperson will be elected annually as follows:

With this resolution not affecting the rest of section 38.

THEREFORE LET IT BE RESOLVED That current board members may finish their terms on the board, until a new board is elected at a General Meeting to be scheduled no later than February 28th, 2023.

THEREFORE LET IT BE RESOLVED THAT anyone running for a board position will be informed in detail, and publicly, by the current board and executive of the state of Resonate, possibility of wind-down, financials, history, and legal risks to Directors.

6 Likes

This seems like a really big deal and I’m grateful to you for putting it forward @peter !

I’m curious about the last Therefore

I’m looking at the bylaws and while it’s within the purview of the Audit Committee to organize elections looks like, is there any reason to have this be an until? Could we just not have an election at the next General Meeting? (Doesn’t have to be an AGM).

From the rulebook:

If the minimum number of Board members can not filled at a General Meeting under the above process, the remaining number of Board members may be elected individually by an Ordinary Resolution.

The reason I’m questioning this is because I fear that this sets us up for a scenario where we have to wait on an Audit Committee to be elected for us to have a democratic board, which puts in a bind because

vi. An audit committee of up to four people (comprising non-Board members from at least two shareholder classes) will be elected at the third AGM, and each AGM thereafter. […]

an Audit committee can only be elected at an AGM. Either that means we have to find people to run for audit committee positions in the next three weeks (any volunteers?) or we have to wait a whole year before we can have an election of the board! It feels like we’d get stuck in a catch-22. The board is too burnt out to organize an audit committee to step forward, and so they never get replaced.

6 Likes

Good observation. I agree @psi. How about instead:

THEREFORE LET IT BE RESOLVED That current board members may finish their terms on the board, until a new board is elected at a General Meeting to be scheduled no later than February 28th, 2023.

A couple months seems like plenty of time to organize the election.

7 Likes

@peter Since you liked both the previous posts, I’ve updated the last section of your amendment to now read:

THEREFORE LET IT BE RESOLVED That current board members may finish their terms on the board, until a new board is elected at a General Meeting to be scheduled no later than February 28th, 2023.

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@peter I’ve updated the title of this Topic to match the title you gave the resolution

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Thank you @Hakanto – last few weeks has been extra hectic (family illnesses) so never had a chance to follow through on the edits. :frowning:

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Passing this over to @Hakanto to raise this at the AGM. Very, very regrettably I will not be able to attend this year to a massive scheduling mishap with our family holiday schedule. Unavoidable unfortunately, as I’m super inspired to see so many resolutions and votes this year – the co-op is really coming to life!

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what are the plans regarding the General Meeting that is to be scheduled no later than February 28th? i’m up for helping in ways that make sense.

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