Members Agreement – Summary

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14 Sep 2020
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Basics of the isgood Members Agreement

isgood.ai is an Australian Pty Ltd company, officially isgood.ai Solutions for Humanity Pty Ltd ABN: 48 632 537 092,

It is run as a for-purpose social enterprise and is the first commercial venture and product being built by Solutions for Humanity Inc, which is commonly called the “isgood coop”. Our members, are the members of the isgood coop – all contributors and members are governed by the isgood Members Agreement.

The isgood coop, and it’s activities are for the benefit of the common good and run under a cooperative model. As such, isgood.ai will always have a sizable portion of shares held by Solutions for Humanity Inc on behalf of members, run by members and guided by the provisions below. On founding, the isgood coop was attributed 50% of the shares of isgood.ai Pty Ltd, held on behalf of the members to make the dream come alive.

Members are key people within the cooperative who have a high level of high stakeholdership within the company. They have an equal say in decision making processes and strategic direction of the cooperative. Members 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.

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. Full ownership of a member’s share of equity is not reached until two years of involvement and is re-vested after they leave, unless they are unanimously elected a “life-time member”. 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.

Note, membership at any time only gives you voting rights on formal startup decisions on direction, strategy, etc. Members do have voting rights on running of company, profit share, have first take at paid employment, may be awarded permanent equity and able to get own projects worked on and funded (all as per the membership agreement).


Stewardship

The members 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.

This sometimes means making hard choices. In the worst-case scenario, this might involve asking someone to leave if their behaviour is undermining the principles that isgood.ai exists to promote. As members, we take responsibility for ourselves, each other, and isgood.ai as stewards.


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.

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.

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.


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 within the company.

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.

2. 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.

3. 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.

4. 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 to make 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.

5. 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.

6. 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.

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