Our structure and membership

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10 Dec 2020
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OUR STRUCTURE AND MEMBERSHIP 

Isgood: a members’ coop

Saving the world takes more than a bunch of heroes: it requires a structure to work together. Organisations have incentives – they’re designed to produce certain results.

If you’ve been in the start-up world, behind all the hype, you probably figured the #1 goal is to get the best return on investment for the people who put in money (investors, sometimes founders. Based on the track record of startups so far, at least, it seems that the model is not quite working: looking at the state of global affairs, maybe the for-profit, exponential growth, unicorn start-up model is not how we’re going to solve the world’s biggest problems.

We’re rational people, and we believe that the same causes tend to have the same effects. That’s why we’ve organised our work in a different way, as a member’s cooperative or ‘coop’ – an organisation owned by and optimised for its members.

There’s a few principles guiding us here:

  • We believe that our superheroes are better decision-makers than angel investors and venture capitalists. So we’re keeping decisions in their hands 
  • The future is volatile. We don’t know what will happen, so we’re optimising for antifragility. Coops are more robust than other organisations, probably because their members have a vested interest in preserving them, and spend good time learning to hold together (check out this)
  • We’re doing radically new things, so we need everyone to keep an experimental mindset. This keeps us on our toes. So we’re trying something new in our structure as well
  • We like coops. They’re nice, and smart, and exciting, and we think they’re the future of work. We’re particular fans of this movement  – zebras unite – check it out

In short, if you’re looking for exponential returns, or join for a few years and exit a multi-millionaire, this is just not for you. If you’re looking to join a group of people committing to work together on important matters for the long term, then this is probably a good match! 

Concretely, how does it work?

In practice, we’re running as a workers’ cooperative (coop). There’s no corresponding legal structure in Australia, so we’re building it ourselves. In short, the coop runs as a non-profit, and each project runs as a separate for-profit company, owned in various parts by the coop.

Solutions for Humanity Inc (“the isgood coop”) is an incorporated association (which is a type of non-profit). ‘Non-profit’ doesn’t mean we can’t make money, or don’t want to. It means all the money we make is invested towards our goal. That includes paying people and, in line with our agreement, redistributed surplus among members. But you can’t come in at the beginning, invest a few thousand dollars (or a few months of work), and retire three years later with millions.

The not-for-profit association not only manages in trust for members, but is the scientific research, educational, advancing social/public welfare and foundation entity that will manage the philanthropic, innovation and support services to support social and humanitarian change (as per our manifesto).

This non-profit is now also a certified charity. That means, part of our work is for the public good. We’re building some of our tools ‘for free’ – doing some of the work that governments should do, but don’t. In exchange, we don’t have to pay company tax.

Isgood.ai is our first venture. The first step was to build an AI system for next-level monitoring and evaluation, because what gets measured gets done. isgood.ai is an Australian Pty Ltd company, officially isgood.ai Solutions for Humanity Pty Ltd ABN: 48 632 537 092.

The isgood coop is attributed 50% of the shares of isgood.ai Pty Ltd, held on behalf of the members to make the dream come alive. 

Working at isgood: members and contributors

isgood has two types of people working with it: members and contributors. The distinction is developed below. All contributors and members are governed by the isgood Members Agreement.

Membership

 ‘Members’ are formally members of the isgood coop (Solutions for Humanity Inc). They are people who intend to be involved for a longer-term period and are willing to make significant ongoing contributions over an extended period of time to benefit the work of the cooperative. They have an equal say in decision making processes and strategic direction of the cooperative.

Part of being a member is being actively involved in various working groups and to step up where required and ensure that core organisational functions are met. The members also commit to creating and maintaining the culture of isgood.ai, doing their best to ensure it stays in line with the principles and ideas which act as a base or foundation for action.

More details on membership can be found in the Membership Agreement which is provided when you begin working at isgood. There is also a one-off member joining fee, as a way to indicate you have ‘skin in the game’ and are willing to commit to the growth of the coop.

Contributors

All people working at isgood.ai other than founding members start as contributors. Contributors are individuals who have become involved with isgood.ai but are not full members. They contribute to isgood.ai according to what their assigned role is, and accrue impact points in reward for their work.

Contributors do not have the responsibilities of a full isgood.ai cooperative member to the same capacity or participate in broader member based decision making. They also do not own shares of equity.

After ~3 months (FTE) of being an active contributor, contributors can be nominated to become fellow members.  It is possible to be nominated to be a full member earlier than 3 months FTE, if the value or you and your contributions are equivalent to a 3 month FTE of regular person. The final decision around who is admitted to the cooperative must be made through collective decision making. 

Contributors may be covered by their own set of agreements provided as part of their onboarding process. Contributors are subject to the same IP, NDA and non-compete requirements as members. As a contributor, you will still get delayed remuneration based on contribution (impact points) and offer of paid employment and can always apply to become a member.

Characteristics of a Member

Approach: You’ve woven yourself in with an inquiring attitude. You are flexible and responsive to the needs of the company.

Commitment: You’ve been making regular contributions over a sustained period of time. The bigger isgood.ai vision matters to you, and you’re committed to furthering it into the future.

Communication: You have actively engaged in the stewardship of isgood.ai, bringing your knowledge and experience to the collaboration and decision-making that guide isgood.ai as a whole. Your communication inside and outside the group is open, respectful, and honest.

Skills: You bring a particular skill set and perspective, adding a special contribution that we value immensely. You’re continuously learning and generously sharing your skills with others.

Values: Your values match the values of isgood.ai. We’re proud to imagine you representing isgood.ai to the world.

Roles & Responsibilities

Company members set the strategic direction and are expected to keep sufficiently up to date to participate in a meaningful way. It’s important that we’ve all got the context for well-informed decision-making.

  • Members have all the responsibilities of owners and shareholders, as well as being the core working staff.
  • Creating and maintaining the culture of isgood.ai.
  • Set and maintain the strategic direction, organisational purpose, vision, and values
  • Mandate and hold to account the planning process, deliverables and coordination
  • Participate in organisational decision-making, online and in meetings
  • Attend members’ meetings (physically or remotely), or figure out a way of keeping up to date otherwise
  • Keep up to date with coordinators’ reports and Board meeting notes
  • Keep up to date with financials, and understanding the risks and opportunities involved in decision-making
  • Attend annual/quarterly planning sessions and retreats where possible
  • Appointing Board members, and approving employee pay and equity remuneration rate
  • Vetting and approving new company members (recommendations to the Board)
  • Participating in the isgood.ai stewardship system
  • Approving major transactions (spot approval below $200 by tribe leads)
  • Approving an amalgamation of the company or appointing a liquidator
  • Approving Board recommendations on making a distribution to shareholding members
  • Give notice to the directors of a matter they want raised in the Board

Equity & Distribution of Surplus

At isgood.ai equity is held within a member-owned trust that is collectively administered, owned and maintained by members of the company.[jl1] 

Becoming a member of isgood.ai means that you are allocated an equal vested share of the coop starting after six months of involvement with the isgood.ai cooperative, as a member. The vesting time is based on Full-Time Equivalent (FTE) dedication to isgood.ai, not just on the time that has passed. The FTE rate is based off contribution and activities, with full members usually dedicating between one to five days per week contribution.

Vesting of the share is accrued at the FTE periods after starting as a member:

  • 20% vesting at 6 months FTE.
  • 20% vesting every 6 months FTE thereafter.
  • Full 100% vesting occurs at 30 months FTE.

Vesting from 6 months FTE onwards must be approved by a quorum based membership decision, deeming that the individual delivers enough value to the cooperative.

This shared member equity may be retained or made available to investors, partners or other stakeholders who provide meaningful capital or value in exchange for equity. This externally owned equity should be taken out of the pool of equity owned by all stakeholders equally, unless agreed otherwise; which, while existing owner percentages decrease, the value of the equity actually increases.

“Surplus” is what’s left of revenue after operating expenses, wages and certain other financial commitments have been met. Examples of this include capital expenditure, reinvestment in the company, distribution to investors, all trading debt and member mandated distribution to other social projects. Membership may entitle you to a share of future distribution of surplus revenue, if and when the Board and Members decide together that surplus will be distributed.

The membership determine what proportion of the surplus is reinvested into isgood.ai, what proportion is directed to socially beneficial projects outside of the company, and what proportion is distributed to members. Being a member makes you eligible to receive the distribution, but does not mean any distribution will necessarily be made. The key priority for distribution of funds is on enabling purpose driven projects that have benefit to people and planet. This is highlighted in the isgood.ai manifesto.

Profit is what is left after the above considerations and commitments have been met.

Entering Membership

The first step toward membership is by applying to take part in our activities as a contributor. Contributing to isgood.ai on an ongoing basis with a minimum of 5 hours per week, in a long-term agreement with the company, puts you on the membership pathway. (We also work with contractors who are not on the membership pathway).

  1. Confirm eligibility

Added value (“transacted”) in the last 12 months on the membership pathway on a long-term basis, and is likely to continue adding value in the next 12 (as determined by the individual and the contributor panel). They have to have “actively contributed” for at least three months in their role and as a member they are expected to contribute on an ongoing basis for at least one day per week.

Contributor is committed to fulfilling member responsibilities.

  1. Invitation decision

Coordinators and the worker’s steward gather eligibility data and facilitate a decision process on isgood.ai with all members. This eligibility data consists of an evaluation of the person’s skills, value to the cooperative and an assessment of character. While this is currently occurring on an informal basis, an assessment framework will be developed in the near future.

The members decide to extend an invitation of membership to the contributor.

  1. Board confirms eligibility

The isgood.ai Board of Directors is responsible for making sure that the shareholding of isgood.ai is held by eligible worker-members who meet the criteria set out in our constitution. The Board confirms this for specific individuals at the recommendation of the members.

  1. The contributor accepts the invitation

Becoming a member must be a mutually agreed decision between the individual and the cooperative, and people take the commitment seriously. Full responsibilities need to be explained to the new member prior to accepting the invitation so they are making an informed decision. If someone does not wish to take on the responsibilities of membership, they may choose to go on contributing as a non-member.

  1. Share issued

The Board officially issues a share in the cooperative to the new member, making them an equal co-owner with the other members. This share reaches full maturation after two years, with staged vesting throughout their membership with the isgood.ai cooperative.

  1. Onboarding & Celebration

The new member is welcomed into the Member’s group, and their new responsibilities are explained. Full team gatherings occur on a regular basis and on each occasion, new members will be formally welcomed into the cooperative at these events – examples include team BBQs, social events or gatherings. They will now participate in the Members isgood.ai group, attend Members meetings, and take on stewarding others.

Onboarding involves a process of taking new members through internal processes, ways of working, structure, training around use of various platforms and introductions to both the wider team and the team that the new member will be working within. Team onboarding will also be organised among their team itself.

Exiting Membership

Someone may cease being a member for the following reasons:

  • The Member decides to resign (and become a non-member worker or leave the company entirely)
  • The Member is no longer eligible (due to no longer being engaged or not meeting their member responsibilities)

The Board regularly reviews membership eligibility, every 3-6 months, to make sure membership remains aligned with the policies we have agreed and criteria set out in our constitution.

If a member goes on extended leave (for health or other reasons), a discussion happens with them, their steward, and the coordinators about their desire and ability to fulfill member responsibilities while away. If the leave is temporary, they may opt to abstain on decision-making or nominate a proxy, and still fulfill basic responsibilities such as signing required shareholder paperwork. If this is not possible, they will step down as a member and give up their share.

As a worker cooperative, membership and workership are intimately linked. It’s against the principle of a worker company to have owners who are not workers. While we allow flexibility on a case by case basis, ultimately if someone is not working for the benefit of the cooperative they cannot remain a member unless they are deemed to be “Lifetime Members”.

It is important to note that to preserve diverse perspectives within discussions and decision making processes, members cannot have their membership ceased for their views/perspectives in these processes. They can have their membership ceased for their conduct around these decisions, but not because they have an unpopular perspective.

Lifetime Membership & Equity

Some members can also be deemed as “Lifetime Members” as recognition of their ongoing and highly valuable contribution to the isgood.ai cooperative. This means that they retain a portion (or all) of their equity and are included in decision making processes as an advisor. An individual’s lifetime membership and equity is guided by industry data and research information from https://captable.io/ and agreed upon by a quorum based decision that is mandated among the wider members of the cooperative. (see decision making – link)

Board Members, Directors, Coordinators and Project Leads

Board Members are a group of founding members and advisors who are responsible for legal maintenance and governance infrastructure duties that may involve but are not limited to distribution of surplus, moderating Impact Points, overseeing legal due diligence and quick response decision making in specific time-sensitive instances. Their mandate comes entirely from the members of the cooperative and they are accountable to all stakeholders that their decisions affect.

Directors/Executive Officers are members who for external relations reasons have been mandated an outwards facing role for the purpose of engaging with external parties. Maintaining the structure of a cooperative while having outwards facing delegated “roles” allows us to seek funding from and maintain commercial relationships with traditionally structured companies, agencies and external entities. They represent key departments of work within the organisation and may hold the responsibility of legal officer title within the structure of the company. Examples include Chief Operating Officer, Chief Financial Officer and Chief Executive Officer.

Project Coordinators are members who have been mandated the responsibility of looking after a specific area of work within the organisation. They are responsible for pulling together and bottom-lining specific tasks, consolidating the work that has been done and representing this internally within the organisation. There can be co-coordinators and multiple coordinators within a given team if it had been mandated by the team to be so. Examples of this could be Marketing Coordinators, UX Coordinators, Dev Coordinators, Fundraising Coordinators.

Working Group Leads are responsible for pulling together and bottom-lining specific tasks connected to a specific temporary project, consolidating the work that has been done and representing this internally within the organisation. There can be multiple project leaders within a given team if it had been mandated by the team to be so. Examples of this could be Agreement Project Leads, Retreat Organising Project Leads, Operations Review Project Leads.

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