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Board Agreement
Context
This agreement sets out the roles and responsibilities of the Enspiral Foundation Board and the powers granted to the Directors of Enspiral Foundation Ltd. As a registered limited liability company, Enspiral Foundation Ltd is legally required to have a board of directors and a chairperson.
Enspiral’s goal is to distribute vision, strategy, and leadership as widely as possible in the network, so our approach is a “minimum viable board” (MVB), with a narrow compliance focus.
Roles & Responsibilities
- Ensure Enspiral Foundation Ltd is fully compliant with New Zealand laws and regulations, and its company constitution.
- Maintain an overview of current finances, long term financial view, and adequate reserves (as defined in the Financial Agreement).
- Decide what kind of financial activity can go through the Foundation, and oversee activity in the Foundation’s accounts.
- Oversee all agreements between Enspiral Foundation Ltd and other entities (including Enspiral Ventures and external organisations), such as memorandums of understanding (MOUs - see definition), service contracts, fundholding arrangements, etc.
- Make recommendations about substantive decisions involving Enspiral Foundation Ltd and its assets, consulting with the shareholders and wider network.
- Report quarterly on its activities to the shareholders and wider network.
Selection & Composition
- Members (shareholders) and existing directors are expected to actively maintain a diverse board in keeping with the Diversity Agreement.
- Enspiral currently has no quota or strict compositional requirements of the board as we do not want to limit the spectrum of diversity considered.
- Directors do not need to be Enspiral Members, and the perspectives of non-member directors should be welcomed.
Processes
Defined by the company Constitution:
- Directors not disqualified under the Companies Act can be appointed by the shareholders of Enspiral Foundation Ltd (Enspiral Members) with 75% support.
- Directors can be removed by the shareholders of Enspiral Foundation Ltd (Enspiral Members) with 75% support.
- There will be a minimum of 3 and a maximum of 8 directors at any one time.
- The Directors must elect one of their number as chairperson of the Board.
Further defined by this agreement:
- The board of directors will meet at least quarterly.
- Directors serve a term of a minimum of 2 years and a maximum of 5 years.
- Decisions about appointing and removing directors will be made in the Enspiral Members Loomio group.
- Any Enspiral member may nominate a new Director.
- All directors must become Enspiral Contributors, in order to have access and context on network activity.
- The Chair is selected by a 'paper, scissor, rock' process (best 2 out of 3), with the loser becoming the Chair of board for 12 months.
Emergency Powers
Under New Zealand law, the Board can take extreme unilateral action, a power Enspiral aims to apply only in rare emergency situations, such as the following risk areas:
- Financial bankruptcy or solvency risk
- Illegal conduct and legal disputes
- Extreme brand/reputation risk
- Breakdown of normal decision-making processes
In these cases the board has powers including liquidating the company, terminating contracts, disabling online platforms, commandeering funds, and any other actions the directors deem necessary to meet their legal responsibilities and allowed under the Companies Act.
Expectations
Directors will:
- Regularly participate in Enspiral's online and offline collaboration spaces, such as Loomio discussions, members meetings, and retreats.
- Make themselves available to answer questions and hear concerns from anyone at Enspiral regarding the Enspiral Foundation, and their roles and responsibilities as board members.
- Conduct themselves in a manner which upholds the values of the network and enhances Enspiral’s reputation.
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