How do we sell the idea of the Mbona Circle to shareholders?

yay, I figured out how to start a thread!

@H48_ralf Yay!!!!! (ignore previous comment that I sent to you!!). I'm also learning here! I didn't realise that you had already made this in a brand new thread! (haha! silly me!!)

I have been chatting to @David Bailes on WhatsApp and he has made some very good points. I'm going to give you the gist of his conversation (I'm sure he won't mind).

The Circle - as many of us believe - is a good place to start the creating that shared space of collaboration / discussion / brainstorming / up-voting or down-voting ideas... etc...

BUT...

As David pointed out...

There still is a deeper, more important conversation to be had - and that has to do with the board's "mandate". Here's what David says (I'm just copying his text from our WhatsApp chat - I added the bold text):

"I'm all for the Board canvassing Shareholders and managing accordingly while being mindful of the fact that the Board needs to be able to get on with their mandate and the management need to be able to stick to the plan and budget given to them. The question is: who/what determines the Board's mandate? While the company's act provides that the Board is responsible for the management of the Company and distinguishes between decisions that require board approvals and those that require Shareholder approval (the latter is generally limited to approving budget and appointing auditors). Mbona went to great lengths to establish the mission statement which is supposed to serve as a guide to the Board. Communication and canvassing the shareholders is in the (mission) statement as well as what actions require shareholder resolution. I believe our articles of association provides that the board must convene a shareholders' meeting on the request of 10 shareholders (strictly speaking, I believe it is 10 Holbeck or 10 Mbona). Perhaps a good idea would be to get 10 folk together to call a shareholders meeting to revisit the Mission Statement to make any necessary amendments and bind the (any) Board to behave according to its precepts. This way, we could discuss and agree on the exact protocol (the what / the when / the how) by which the board should canvass shareholders before making a decision".

Good points, and I certainly agree that the board and management need to be left to executing their respective mandates. These mandates should be determined (and KPI's monitored!) by shareholders and the Circle would be a good forum for that - maybe the Circle should make this its initial mission, to get the conversations going and entice shareholders to become involved.

Regarding the canvassing of shareholders, I think this should be the Circle's responsibility and not the board's. Let the Circle do the work of soliciting shareholder opinions and summarising them with recommendations, and then presenting the outcomes to the board for decision making. This also goes for other responsibilities that the Circle could take off the shoulders of the board (and management) so that they can focus on their mandates.

Btw, does anyone have copies of the articles of association and memorandum of incorporation and can share these?

Also... Ralf... after reading your document - I think the only part of your document I'd question is the part where shareholders' families be included in the Circle too. If we're going to be using systems of voting... wouldn't family members (in the Circle) invalidate that process? On the one hand... I'm certainly open to feedback from shareholders' immediate families - especially those who live here or who visit often. They have valuable insight we can learn from. BUT... when we start creating actual polls and voting systems on Loomio - do you think that it's okay to have non-shareholders be included in that voting process?

PS: Just throwing the question out... I'm not cemented in any opinions.

@Heather H45 yes I thought of this too. My reasoning for including families is that some family members may offer specific skills that can be of value to Mbona (eg Ryan Richards with the roads). When it comes to voting, this should be restricted to 1 vote per share (even where there are multiple co-shareholders), so this needs to be managed somehow anyway.

I just realised that when I reply to a specific comment then it only seems to send a response to the originator - or am I wrong?

Anyway, I wanted to comment on David's inputs as shared by Hat above:

Good points, and I certainly agree that the board and management need to be left to executing their respective mandates. These mandates should be determined (and KPI's monitored!) by shareholders and the Circle would be a good forum for that - maybe the Circle should make this its initial mission, to get the conversations going and entice shareholders to become involved.

Regarding the canvassing of shareholders, I think this should be the Circle's responsibility and not the board's. Let the Circle do the work of soliciting shareholder opinions and summarising them with recommendations, and then presenting the outcomes to the board for decision making. This also goes for other responsibilities that the Circle could take off the shoulders of the board (and management) so that they can focus on their mandates.

Btw, does anyone have copies of the articles of association and memorandum of incorporation and can share these?

@H48_ralf ... When you reply to a specific comment - it sends a response to the originator AND to everyone else who has commented on this thread or who has subscribed to this particular thread. It's designed not to send all comments to all members (because later - when there's lots of people in here, the notifications would be overwhelming). In our case - because only you and I have been chatting on this thread - the e-mail notifications are only sent to us. Because I tagged David in my comment - he has probably received an e-mail (with my comment)... but hasn't responded on Loomio yet. Yesterday morning (early) - he did send me a WhatsApp message saying that his day was very busy (at work) and he knew that he wouldn't have time to write detailed replies (yet). And yes - I also agree with your other points: I agree that The Circle could/should 'handle' the canvassing & discussions... and then we'd simply present the outcomes & main 'points' to the board.

@H48_ralf - quick request... (again: because I'm learning too 🙂)... when you upload word docs or PDF's to the circle... could you please include (within the document) the source (in this case: yourself). I realise now that in the "files" area (where all the documents and PDF's are available for everyone to download & see)... there's nothing that ties those files back to the thread (which explains that these are some ideas that YOU'd like to float). It simply appears as a document with a title - but no author. I think that every time we add a document that "we" (as in: any shareholder in their personal capacity) has written... that the document itself should include (at the top of the page) the name & share of the author. I just don't want people to be confused while browsing uploaded files and thinking: "Who wrote this? Who's opinions are these? Who's ideas are these?", etc. Apologies for rambling message.

Hello again, I have structured my thoughts around the Mbona Circle in the attached slides - for consideration and further development. Please feel free to comment, criticize, enhance.