Thu 13 Nov 2014

Anybody got a Loomio friendly constitution for their org?

Miles Thompson Public Seen by 586

Hi all,

Our local timebank is registered as an official, non profit, 'incorporated society' with some semi-government thing or other. As part of this process we ended up adopting a full fledged constitution and Robert's rules and stuff.

Anyway we've got an AGM coming up this weekend and would be a great opportunity to adopt a much simpler consitution that said something like all members of the timebank are entitled to join our loomio group and that decisions made on the loomio group are as binding (or even more binding) as decisions made by consensus in actual meetings?

Anybody got a starting document we could work with on this ? Any tips? Would be much appreciated.



Miguel Prados Rodriguez Thu 13 Nov 2014

Hi @milesthompsonkapit I will give you a suggested simplified routemap based on my experience using loomio and helping others use loomio for community decisions management:
1) Start using loomio for fun, start discussion based on something interesting for the community, do not use it for voting at first, get engagement.
2) When you have a larger community, start a discussion that will lead to a voting, say specifically that will not lead to a decision and that it is for trial porpoused.
3) Vote on deciding the quorum needed for a decision to be valid, I will suggest 60% of the participants (not the suscribers)
4) Vote on the time needed to a decision to be valid, I will suggest 8 days since the start of the voting.
5) Vote on the use of the Block option, I will suggest that it has to be related only to an non-valid voting procedure, when used as a Strong No, it should be treated like that and if someone abuse its use please tell.
6) when you are done with the previous and you got it sorted you are ready to start.
7) Decide which are the decision that has to be keep to the management team and which are the ones that you will take to loomio, a suggestion is decisions on money expendeture above certain ammount, and strategic decisions that will affect the entire community.
8) Create subgroups with very specific goals, i.e. Organization, Future Goals, Social Media. Hopefully this will be just tags in tthe discussions in the future for Loomio, so there will be no need to create subgroups that tend to divide rather than aggregate.

Hope that helps !


[deactivated account] Thu 13 Nov 2014

@milesthompsonkapit, Miguel's suggestions above are valid. I suggest further:
1) With regard to "Blocking" - Suggest that anyone feeling so strongly against a proposed decision that they need to block can do so under 2 conditions.
First: The objection must be of paramount importance, wherein they would be unable to continue their role, involvement or job if the proposal were passed. This is to get rid of pettiness and attention seeking behavior. The objection must be grounded in something real.
Second: the objection must be argued. This means it is presented in such a way that it is clear to everyone involved, so that the team can now "own" the objection and work to resolve it. The objection should be seen as a way to move the team forward to a better proposal. The block becomes a gift, not an impediment to progress.


[deactivated account] Thu 13 Nov 2014

Further suggestion:
2) As a local timebank, you probably have enough members to form the critical mass of persons needed to make it "work". Which means that you need a structure that helps your organization be viable. Loosy goosy is fine up when you're small but as you grow, the informal system doesn't have the capacity to absorb efficiently the issues and challenges being thrown at it internally and from the outside.

What is a viable structure? I recommend reading this manual: http://www.esrad.org.uk/resources/vsmg_3/screen.php?page=home

It is structured such that you can read the first 2 sections, which are short, to see if it feel right for your organization. If so, continue reading to see how to implement it. You won't have time to process this information by this week end. That's fine. There will be other occasions to move this forward once you are prepared and know where you are going.

The manual was written by Jon Walker, who worked with the cyberneticist Stafford Beer to simplify and adapt Beer's Viable System Model (VSM) to Cooperatives. The VSM is an alternative to the hierarchical form of organization and is ideally suited to that form of organization, and probably to yours as well.

I'll be glad to field any questions that come up if this is interesting to you.


Miles Thompson Fri 14 Nov 2014

Thanks for the suggestions folks.

That said, I was really hoping someone would have an actual text that we could work off of.. given that we already exist as a real insitution of people, and that we already have a consitution, but we find that the heaviness and complexity of our consitution does not 'suit' us..

of course one of our principals would be that we will change our rules and regs as needed but kinda need the minimal tiniest text to get us started..


Alanna Irving Sat 15 Nov 2014

@rochellefurneaux looked into this for us a bit when we were doing Loomio's constitution itself. Of course we wanted to do our decision making using Loomio. The conclusion was that in NZ law, it's not always possible. So we have kind of a two-layer system sometimes where we make decisions on Loomio and confirm them in person.

Maybe Rochelle can comment more?


Miles Thompson Sat 15 Nov 2014

Thanks Alanna. Weird.


Miguel Prados Rodriguez Sun 16 Nov 2014

Hi @alanna ! I believe that the people that uses Loomio can be divided (simplified) in two kinds:
1) Informal groups that eventually takes a decision together.
2) Formal groups that need a tool for decision on a regular basis.
I think that transforming the way organizations works it is more case 2 than 1, so that is why Loomio structured as a "kind of" parliament online could be a very useful instrument, but need some work to fulfill that goal.


Joseph Cederwall Mon 17 Nov 2014

Hi @milesthompsonkapit

I put the following sections into the freerange coop constitution. I hope you find them thought provoking:

Powers Reserved to Shareholders
14.1 Powers reserved to the shareholders by the Act or this constitution may be exercised only
14.1.1 At an annual or special meeting of the shareholders; or
14.1.2 By a resolution in lieu of a meeting through Loomio or other similar online software tool that has been approved by the board for use in this context.

Loomio Votes
16.28 A shareholder may exercise the right to vote at a meeting by casting a Loomio vote unless the board determines prior to the meeting that the Loomio voting procedure will not be available for such meeting and gives notice thereof in the notice of meeting.
16.29 If the board determines that the Loomio procedure will be available for a meeting (but not otherwise), such votes shall be cast and counted in accordance with the following provisions:
16.29.1 The notice of a meeting at which shareholders are entitled to cast a Loomio vote must include a link to the relevant Loomio proposal.
16.29.2 Every director is deemed to be authorised to administer a Loomio proposal and vote.
16.29.3 A shareholder may cast a Loomio vote on all or any of the matters to be voted on at the meeting by voting on the resolution not less than 48 hours before the start of the meeting.
16.29.4 The final result of the Loomio poll at the end of the expiry period is will be considered by the Board as representing: the number of shareholders voting in favour of the resolution and the number of votes cast by each shareholder in favour of the resolution; and The number of shareholders voting against the resolution, and the number of votes cast by each shareholder against the resolution.
16.29.5 If a vote is taken at a meeting on a resolution on which Loomio votes have been cast, the chairperson at the meeting must: On a vote by show of hands, count each shareholder who has submitted a Loomio vote for or against the resolution, or On a poll, count the votes cast by each shareholder who has submitted a Loomio vote for or against the resolution.
16.29.6 The chairperson of a meeting must call for a poll on a resolution on which it holds sufficient Loomio votes that it believes that if a poll is taken the result may differ from that obtained by a show of hands.
16.29.7 The chairperson of a meeting must ensure that a certificate of Loomio votes in the form of a printout of the Loomio Poll results page is held and is annexed to the minutes of the meeting.

16.30 The board must ensure that minutes are kept of all proceedings at meetings of shareholders and of all Loomio discussions and proposals in the form of printouts from the website.
16.31 Minutes which have been signed as correct by the chairperson of the meeting are prima facie evidence of the proceedings.


Miles Thompson Mon 17 Nov 2014

Awesome thanks very much for that @josephcederwall

I guess just as an FYI we passed the following motion at our formal AGM yesterday.. which kind of kicks the bucket down the road a bit in terms of coming up with some sort of exact phrasing.

Draft of Motion regarding Loomio

As we intend to be an organization that is more inclusive, and able to function online without formal meetings, we hereby state the intention of this committee to replace our existing constitution with a constitution that:
- recognizes that decisions made on our Loomio group will be binding on our organisiation
- allows that any member of the timebank who wishes to can become a member of our Loomio group and thus have an equal voice in decisions made there

It is our intention that the exact text of this new constitution will be drafted and voted on within the Loomio group.

This motion announces the intention of this committee to go through this process on Loomio and that the unanimous agreement of a quorum of committee members as communicated by email shall be taken to be sufficient to enact such text as our new constitution.



For what it's worth our main motivation is actually to get away from what has felt to be an overly restrictive and sort of straight jacket like experience we get from having adopted a constitutional template from the incorporated societies society http://www.societies.govt.nz/cad-docs/S/sample-inc-soc-rules.pdf

Turns out we need a consitution and at least a couple of official roles in order to interact with govt bodies such as NZ IRD (we occasionally have paid coordinators) and funding organisations (COGS aka "Community Organisation Grants Scheme") but we are hoping we can get away with something a bit more 'light weight' in future.


Ben Vidulich Mon 24 Nov 2014

@rochellefurneaux looked into this for us a bit when we were doing Loomio’s constitution itself. Of course we wanted to do our decision making using Loomio. The conclusion was that in NZ law, it’s not always possible. So we have kind of a two-layer system sometimes where we make decisions on Loomio and confirm them in person.

What was the limiting factor that you found in NZ law, @alanna / @rochellefurneaux?


Danyl Strype Fri 18 Mar 2016

Not sure how I missed this discussion a year ago, because I think it's critically important. The rules that govern Incorporated Societies have not kept up with the rapid changes in communications technology over the last century or so, let along the last 30 years. Perhaps we need to lobby for the legal definition of a whole new kind of not-for-profit society, and for-profit cooperative company. governed by an online general meeting, rather than elected representatives?


Miles Thompson Fri 18 Mar 2016

@strypey time to revisit this? Sadly Timebank Kapiti is more in need of an undertaker and a priest than a constitution just now but that said I do find myself in the situation of contemplating two other organisations which could benefit from some kind of formal link to LoomIO voting just now.

Would love to hear of any other legal texts (as well as teh freerange one) that mention LoomIO (and I'll try to do the same).

That said, I think the most practical solution in both these other cases is just to say that the actual organisation itself has it's own method for binding votes and LoomIO voting or consensus is strictly advisory. Not perfect but good enough to 'contain' the actual conversation and decision making somewhere inside of LoomIO and then have the queen ratify it later sort of thing. Workable and practical (unless your Gough Whitlam I guess).


Danyl Strype Fri 18 Mar 2016

Sad to hear about TB Kapiti. Dunedin is sadly in the same boat. Maybe we could start a discussion on the TBANZ Loomio about why some TBs are falling over while others are doing well (Lyttleton, Wellington etc).

Sure would be good to get some clarification from someone with the legal chops on exactly what the minimum requirements for an incorporated society are (@rochellefurneaux ?). The NZ Pirates are experimenting with an IMC style hetarchy of working groups, with decision make (currently) through Loomio, so would be good to know that the bottom lines are when we come to incorporate. I know for sure there's no requirement to use Robert's Rules. Permaculture in NZ use consensus process, and it says so in our constitution (with supermajority as a backup), and the Greens do to (I presume they are an inc soc).


Greg Cassel Sat 19 Mar 2016

Legally recognized organizations need to deeply consider laws which they will be held accountable to, of course. (And everyone needs to consider laws which may affect them )

I have 'independently' (with many deep influences from Loomio, Enspiral and other groups) derived a minimal developmental framework for Agreement-Based Organization , which I recently published under a Creative Commons license. This framework depends fundamentally on Loomio-style process. Feel free of course to check it out, and feedback is highly valued!


Miles Thompson Sat 19 Mar 2016

@gregorycassel that is awesome thanks so much look forward to digging into it. Strypey now I'm sad thinking about Dunedin TB and yes it would be good to talk about it some time. On the TBANZ LoomIO - sure, why not, though I guess symptomatic of the problem there may not be much response but sure. To jump the gun a bit Lyttleton in particular is very much part of wider group. Wellington is doing very well though by itself. Critical mass, good group of people etc. hmmm


Danyl Strype Thu 24 Mar 2016

Seems that this a relevant time to be reigniting this discussion. I just learned that in 2013 the Law Commission published a review of the Incorporated Societies Act 1908, and in January 2015 the NZ Law Society published an article about the need for lawyers to prepare to advise incorporated societies on constitutional changes that might needed by ammendments to the 1908 Act. I've heard disturbing rumours that the government's response to this review is a plan to abolish incorporated societies and force them all to become trusts, or possibly to abolish charitable status for incorporated societies. If anyone (@rochellefurneaux ?) can find any information about the proposed law changes that would be much appreciated.


Rochelle Furneaux Mon 28 Mar 2016

I had a look at this Review about Inc Socs a LONG time ago and my recollection is that rumour is not remotely true.

There has however been a law change in Companies Law allowing for a Loomio type decision (ie, not requiring all to be present at a "meeting" at the same time period, necessarily) and have drafted some constitutions taking this into account. If you remind me in a week or two when some current projects are finished - I will dig them out.