Vote Here! - Shall the period for Board Elections be extended to June 2023?

Members
,
1

Link to vote.

Resonate Members held a General Meeting February 28 to propose extending the election of a new Board of Directors until June 2023. This is a change to a rule passed at the AGM in December that required a new Board be elected under new procedures before the end of February. Reasons for the rule change are given in the text of the Resolution below and discussed in detail in the recording of the meeting.

A vote ‘For’ will support extending the period to organize the election of a new Board.

A vote ‘Against’ will put the current Board outside the co-op’s rules. Without a Board under the rules, the co-op will almost certainly be required to close.

To pass this Resolution ‘For’ votes will need to out number ‘Against’ votes by a two-to-one majority.

Find the full text of the Resolution and an opportunity to vote below.

This is a significant decision for all Resonate Members. Got questions? Please join the discussion around this vote here or start your own thread in the Forum. .

Voting will be open for seven days, closing 2023-03-09T00:00:00Z

2

Special Resolution to Extend Period for new Board Election
Moved by @richjensen with @brndnkng [discussion]

WHEREAS Members resolved by Special Resolution at the 2022 AGM to call a General Meeting for the purpose of electing a new Board no later than February 28, 2023

WHEREAS Members further resolved that anyone running for a Board position will be informed publicly and in detail by the current Board and executive about the state of Resonate, possibility of wind-down, financials, history, and legal risks to Directors

WHEREAS The state of Resonate is a matter of contention and complex beyond the capacity of the present Board or candidates for a new Board to feasibily assess in the time allotted

WHEREAS issues include and may not be limited to:

  • pending review by the Irish registrar of Members’ amendments to Resonate’s rules from 2019 - 2022 including terms for Supporter Debentures;
  • matters which may arise relating to annual reports during this period;
  • the question of whether taxes may be due for prior compensation of Directors;
  • a general lack of capacity to support administrative and professional labor to maintain compliance

WHEREAS The full resolution of these issues or assessment of their risk is challenged by a lack of resources

WHEREAS Resonate cannot reasonably seek outside support unless Members can unite around a plan for a sustainable professional service.

WHEREAS These conditions have caused the Resonate Board to consider Voluntary Dissolution of the Cooperative

WHEREAS The state of Resonate and the question of the relative benefits or harms of its Dissolution is a matter to be reasonably considered by Members

WHEREAS The value of Resonate’s achievements and potential service demands that every effort be made for Members to come to a united purpose through mediation, critical engagement, accountability and operational planning

WHEREAS These efforts should not be rushed

WHEREAS Members have previously resolved that the 2023 AGM shall occur no later than June 30, 2023

THEREFORE LET IT BE RESOLVED that the period for the election of a new Board be extended to June 30, 2023 or the 2023 AGM, whichever occurs first

Special Resolution to Extend Board Elections to June 2023
  • For
  • Against

0 voters

3
4
5

I haven’t been involved in awhile and don’t have my head wrapped completely around the total picture…the pros and cons from all angles. That said, I hate to see Resonate simply close up shop. The Resonate value set inspires and gives artists hope of something better…fair! Kudos to Peter for this grand vision and all those who have worked to make Resonate the little engine that could…might??

How far are we functionally from making it over the hill? Peter has communicated we face a perfect storm. Further clarity is needed on how to get over these hurdles, if we can, and I wonder if there is the will. Is there? It feels like so many key people have or want to move on.

I vote yes to extend as it buys time. But I don’t vote yes lightly. For the next 90 days to have meaning, there has to be a robust effort to list the problems, answer questions and outline a road or “roads” to viability. Let’s set up regular strategy sessions.

4 Likes
6

This is my quick take on what’s needed immediately:

  • hire Irish secretary (recommendation from auditor)
  • recruit two new board members, on the condition that…
  • we buy director insurance to protect everyone
  • immediately book auditor to complete next year in the queue

With those items accomplished the board can then begin a process of determining what funding is needed and start crafting a plan for that. (Like relocating to the US to access funds or having parallel institutions, etc.)

@richjensen @brndnkng your thoughts/additions?

1 Like
7

So, if the vote passes to extend, can the items Peter outlined be completed expeditiously.

Recruiting board members may be challenging given the current state of Resonate. But that hurdle can be crossed. 1. A financial statement, most specifically liabilities, and a proof of director protection in writing so board members know they are not at any risk to come on board and find they are unable to right the ship. 2. A list of teams and key “personnel leaders”…for lack of better word…and who else is on those teams - example, technology, media. In short, who is currently running the ship and what, if any, remuneration is there to them, payment or volunteer worker credits.

From reading “taking a step back” by psi, it sounds like the player is close, if not ready, for prime time. What remains to take that over the finish line?

What are the structural, decision making issues? Perhaps the forum is not the place to vet this out. But vet them out we must so we move forward to build on what’s working and streamline decision processes.

Please add other layers to the above that also need to be addressed.

2 Likes