Board inaction on co-op fundamentals 🥀🥀🥀

“Without information, there is no participation.”

About this post

During the last two years I have been on the Resonate Board, I have observed little communication or transparency from @directors toward members of Resonate.

I will be maintaining and updating this post going forward as a live record of the current status of the Board’s inaction on matters fundamental to being a co-op. I’m doing this so that:

  • the members of Resonate can make informed decisions, knowing the state of the co-op
  • the members of Resonate can have the opportunity to help with these challenges

We have some great people on the Board but most are unavailable or burnt out, myself included. The majority of work here has been volunteer labor at an often exhausting level of commitment. While respecting that commitment by the Board, I have attempted on a number of occasions to kickstart convos about fundamental matters at the co-op and have received little engagement from them. In the cases where policy has been passed, there has not been follow through.

In August before the General Meeting I sent ALetterToDirectors.pdf (19.0 KB) in the Board’s chat channel. It likewise received little engagement. In it, I stated what I still believe:

[The Board] must open up discussion [with members], particularly as regards compliance. This shouldn’t be as a source of condemnation, but as an opportunity for members to understand and assist. There are currently no term limits, so when folks leave the board it seems to be due to burnout or conflicts, which has left tasks undone and created gaps in director education. […] We all care so much about this co-op. The best way we can demonstrate our care is by letting others care too. Vulnerability isn’t easy, but for Resonate to truly be a community, this act of trust is fundamental. […] When co-op members are not given the information they require to participate, they are left in a passive and reactive position. Our whole community is left lacking what they could bring. If we do not increase transparency and communication with members, those who came here for the right reasons will leave – also for the right reasons.

I came to Resonate because I believed in a democratic business run by – and for the benefit of – workers, musicians, and listeners. Until the tasks below (and others) are completed, this cannot be a democratic organization, and by most measures isn’t a co-operative.

Since I arrived here, a primary passion has been to give others access to information so that they can be empowered to be co-contributors in this project. Most of the Resonate Handbook I wrote myself, so that we could have a common source for education and learning. I’m ante-ing up once again, taking a gamble on this co-op, and making this post. I believe firmly that here and among our co-operative friends we have the resources, the people, the wisdom, and the creativity to solve these problems. But we’ll need all hands on deck, and for those who’ve been exhaustedly holding the steering wheel to let go.

Note: In the header of this post, there is a :wilted_flower: for each item incomplete. When each is completed, I will replace it with a :rose:

:wilted_flower: No board minutes published

Our bylaws require:

ii. Minutes shall be kept of every meeting and these shall be published on the Cooperative’s website - subject to appropriate redactions for commercial sensitivity, data protection, privacy or confidentiality requirements.

The Resonate Board has published zero board minutes since the founding of the co-op in 2017. I don’t believe this was intentional secrecy, but that ends up being the effect regardless of intent.

Folks didn’t get the work done. Administrative stuff like this takes labor and for most of the co-op’s history, that labor has all been volunteer. But we can – and must do better than this. This level of non-transparency is not an option.

Possible next steps: The Board has written board minutes for most meetings, but they have not been “appropriately redacted”. It is up for discussion what exactly “appropriately redacted” means – I admit I don’t know.

A self-organizing working group could be granted access by the Board to all records of minutes, go through them in confidentiality, redact if needed, and publish in forum. Unless this work is delegated outside the board, I have no expectation that there is capacity to get it done.

:wilted_flower: Rulebook (bylaws) not updated since 2017

On June 17th 2021, I downloaded the most recent copy of the Resonate Rulebook and other essential documents directly from the Irish Registrar. The copy of the Rulebook on their website is [to my knowledge] the only official Resonate Rulebook. All others [like what you see in the Handbook] are unofficial.

5690R RESONATE BEYOND STREAMING LIMITEDCurrent Rules (99976S).pdf (1.3 MB)

Why it matters: If amendments to the Rulebook are not officially updated with Ireland, the co-op is left in a governance paradox. Ireland (where the co-op is based out of) does not consider any rulebook amendments official until the amendments have been submitted and approved by the Irish Registrar. With the Resonate Board not having submitted these amendments since [ever?], in practice it means that rulebook amendments passed by members have had no effect since May 2017 – nearly the entire history of the co-op.

:wilted_flower: Audit Committee not elected

At the AGM 2020 members re-affirmed the need for an Audit Committee by passing Ordinary Resolution D: Form Audit Committee. However, an Audit Committee was not elected at AGM 2020 or AGM 2021, as required by Resonate Rulebook clause 53.vi.. Member applications to serve on the audit committee were not circulated and appointments were not are made by 31st March 2021 as required by AGM 2020 Ordinary Resolution E: Application to Audit Committee.

On Nov 13th, I proposed that the Board take action on this by clearly delegating it to members and informing them about it. I attempted many times to get @directors attention on this but only 3 directors engaged with the proposal.

Why it matters: Until the Audit Committee is elected, Resonate members are unable to independently assess the Cooperative’s compliance with legal and regulatory requirements as required by the Audit Committee Charter passed by the Resonate Board in March 2021.

Until the Audit Committee is elected, members are unable to independently organize elections nor authenticate that proper procedures are being followed when voting takes place in a General Meeting.

The Resonate Board has not followed proper board member election procedures as concluded after review in September 2021, although this was revealed to be an oversight due to ambiguous clauses in the Rulebook.

Possible next steps: A self-organizing working group could organize the election of the Audit Committee. If you are reading this post, you may be a good candidate yourself. Until we have an Audit Committee, independent elections are not possible.

What’s next

As I see action in these areas, I will update the post above. I will also update this post with other relevant info. Thank you for reading.

9 Likes

Appreciate the effort here @Hakanto and support your intentions to surface these topics. Resonate has been an insanely complex effort since inception. (I should know!) My recent post about this topic touches very briefly on these issues. Serving on the board has been an honor – and a burden – as the volume of work has been extreme at times, mostly for having to balance board tasks in addition to full time (paid) work committed elsewhere.

Really must state emphatically for the record that there is absolutely no ill-intent behind any of this. It is 100% due to a combination of lack of time and the always-evolving list of new challenges, tasks and needs that prevents past issues from being addressed. Unless the wider community is able to self-organize and help address board related tasks (so the work is more distributed and less burdensome) I don’t see this changing in the foreseeable future.

I also politely object to the framing of these issues as being in-transparent, as there has never been any attempt that I have observed to obfuscate any aspect of Resonate governance. IMHO all of these issues stem from lack of capacity and nothing else.

6 Likes