Spring Comes
With apologies to our southern friends who will wait 6 more months for spring:
Spring comes
and the grass
grows by itself.
Zen proverb of unknown origin.
Thanks to Tom Crum for sending this in his monthly Centering Hint mailing.
Spring comes
and the grass
grows by itself.
Zen proverb of unknown origin.
Thanks to Tom Crum for sending this in his monthly Centering Hint mailing.
SoL's purpose is to enable people to connect with their deepest aspirations so as to facilitate collaboration for systemic change and social well-being (within individual organizations, communities, industries, sectors like education or healthcare, value chains, societies and regions). We believe that this is only achieved through ways of being with one another based on trust, openness, imagination, genuine caring and collective intelligence. Such ways of being enable us to see the larger systems we are creating and continually evolve these systems in line with what we most want to create and conserve. We also believe that sustained high performance in any setting is only achieved through creating high levels of social well-being.
Embracing organizational learning, SoL aims to contribute to co-creating a regenerative society as a natural by-product of day-to-day ways of living and operating. SoL acts as a platform for collaboration - engaging individuals, teams, organizations and larger networks to enable change. We are defined by our actions, and the quality of our actions is married with the quality of our reflection. Our network consists of and attracts living examples from learning communities nurturing systemic change at all levels. Our aim is to engage a large and diverse number of active members, attracting diverse individuals and communities from all ages, sectors and regions.
NOTE: This amendment to the SoL Constitution was approved at the special members' meeting on December 29th, 2009.
ARTICLE X - PROVISION RELATING TO INTERIM COUNCIL
Section 10.01 Transition PeriodThis Article shall be effective, and Sections 7.01, 7.02, 7.03, 7.04 and 7.05 shall cease to be effective, during the Transition Period, which is hereafter defined to be the period commencing upon the approval of this Article by a vote the Members in accordance with Section 6.09 hereof and ending on June 30, 2011, or such earlier or later date as the Members may determine by vote. At the expiration of the Transition Period, this Article shall cease to effective and Sections 7.01, 7.02, 7.03, 7.04 and 7.05 shall be reinstated with full effect, as the same may have been hereafter modified by vote of the Members, and at the next following annual meeting of Members, the Council shall be reconstituted and Trustees elected in accordance with said Sections.
Section 10.02 Interim Council(a) During the Transition Period, there shall be an Interim Council that replaces the Council as constituted immediately prior thereto.All references herein to the Council shall be deemed references to the Interim Council during the Transition Period.
(b) The number of Trustees on the Interim Council shall be eight (8).
(c) The Trustees at the inception of the Transition Period shall be the following individuals, identified by name or office:
(d) Each Trustee shall serve for the Transition Period.
(e) Each Trustee shall be a representative of the entire SoL community and not of any class of Members.The Trustees identified by name in clause (b) above are elected and serve as individuals and may resign at any time. The President of SoL serves ex-officio.
(f) All Trustees have a single vote and all matters are determined by majority vote of the Interim Council at which a quorum is present, unless another provision hereof requires a greater vote.
(g) A quorum of the Interim Council shall consist of a majority of the Trustees.
(h) Any vacancy on the Council will be replaced by a successor elected by a majority vote of the Council.
Section 10.03 Powers and Duties(a) The Interim Council shall have all of the duties and responsibilities of the Council, as supplemented by this Article.The business and other activities of SoL shall be managed by the Interim Council, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, the Charter or Constitution directed or required to be exercised or done by Members. In no event shall the Council exercise any powers that are reserved for approval by the Members pursuant to Section 6.13.
(b )The Interim Council is charged with the duty to specifically address the following:
Section 10.04 Interpretation(i) Oversight of SoL’s current operations
(ii) Hiring/firing of SoL officers
(iii) Develop a business model for SoL that generates sufficient revenue to cover operating costs, consistent with SoL’s tax status
(iv) Elimination of SoL’s current accumulated operating deficit
(v) Clarify ownership of SoL brand and products and policies for use by SoL members and the broader SoL community
(vi) Participate in the development of the organizational structure for a global community based on the Purposes and Principles, including, if determined to be appropriate, the transition of SoL into a central role in this community
(vii) Development of successor leadership of SoL
(viii) Communication with and engagement of the Members with the forgoing
(ix) Coordination with the leadership group of the forming SoL North America community
(x) Insuring that Members receive benefits to which they are entitled
If Section 10.01, 10.02 or 10.03 is inconsistent with any other provision of this Constitution, such other provision, to the extent possible, shall be interpreted in a manner consistent with Sections 10.01, 10.02 and 10.03, and shall otherwise be inoperative.
We are proposing this change because we believe that SoL has a mission that is needed in today's world and that our form must adapt to meet the opportunities and challenges we face, and to adapt our governance to reflect the reality of our community. As members, we anticipate that this will only produce positive results for you. It is our intention to maintain operations during this interim time period and to support consideration of new ways to strengthen local activities both within North America and beyond.
BACKGROUND
If you have been a member of SoL for at least a year, you may recall our message to you last November about the state of SoL Inc. At that time, we indicated that we, the SoL Council of Trustees, had taken various steps along with the SoL staff to streamline our operations in order to keep SoL economically viable. In addition, we described our desire to complete the design of SoL so that it could function more effectively as the global community it has become since its inception in 1997.
Over the past year, many members were involved in two design processes. "The group of 25" addressed the evolution of global SoL and was charged with proposing any revision to SoL's purpose and principles while also proposing a business model, governance process and communication infrastructure. In addition, several members in North America conducted a research project with the intention of establishing a local SoL community in North America. At the same time, local communities all over the world have been re-examining their purpose and design. All these groups are continuing their work and none have the capacity to deal with the legacy issues of SoL, Inc.
You might ask, "since SoL, Inc. (to which I belong) is based in Boston, isn't that really SoL North America?" The answer to this question really helps explain why we are proposing the creation of an interim governing structure.
When SoL was founded in 1997, a corporation, SoL, Inc. was registered in Massachusetts. Because this was the only SoL community, it did not have any real geographic boundary. As of today, there are about 20 SoL communities incorporated in various parts of the world. SoL, Inc. based in Cambridge functions as described in its bylaws - we have consultant, research and organizational members. Today, there are about 120 consultant members, about 40 research members and 8 organizational members who have about 500 employees active within SoL. In addition, there are over 1000 "correspondent members" of SoL that we refer to as Connections members. According to the constitution, this latter category of members has no voting rights. Of the current members of SoL, Inc. about 20% of consultant and researchers are based outside the US and about 50% of organizational member employees and Connections members are based outside the US. Finally, all local SoL communities around the world (whether defined by geography or interest) also pay membership fees of approximately $50 per member to SoL, Inc. because we are the legal holders of all non-local SoL trademarks and copyrights. Their membership fees give them the rights to use the SoL name, to receive member discounts, and to receive the same benefits as Connections members - again, with no voting rights.
In recent years, we have struggled with this dilemma: SoL, Inc. and its council of trustees in many ways act as what we might call "SoL International" but our form is an artifact of the past and is not consistent with our principles, specifically:
Subsidiarity - Make no decision and perform no function at a higher or more central level than can be accomplished at a more local level.
Inclusiveness - Conduct all deliberations and make all decisions by bodies and methods which reasonably represent all relevant and affected parties.
Shared Responsibility - Advance the Purpose in accordance with these Principles in ways which enhance the capacity of the community as a whole, as well as that of each member.
Adaptive Governance - Continually conceive, implement, and practice governance concepts and processes which encourage adaptability, diversity, flexibility, and innovation.
While anticipating a transition to new governance structures, we have in recent months considered implementing an explicitly interim governance structure. It was the intention of the current council members to see the transition through to completion, but upon further consideration, we feel that it is important for all voting members to actively support this transition by electing a transition council to act on behalf of the entire SoL community. By July of 2011, a governance process would be in place consistent with SoL's principles. We also recognize that this is a particularly vulnerable moment in SoL's history - a transition will most likely be successful if SoL is on good financial footing. While we have made remarkable progress in reducing our liabilities, we feel it is very important to temporarily imitate other successful non-profits who have appointed directors to address their fundraising needs.
PROPOSAL
At our meeting on November 6th, we passed the following resolution:
WHEREAS, it was proposed that a Founding SoL Transition Council be formed to replace the existing Council of Trustees,
The purpose of this interim council is to act on behalf of the entire SoL community so that SoL, Inc. currently known as founding SoL, be either transformed into Global SoL OR dissolved when its net assets have been transferred to another non-profit entity and all its historical financial obligations have been completed by June 30, 2011.
The responsibilities of the interim council will be:
This action will be finalized by a vote by the members of SoL per SoL’s by-laws.
THEREFORE, BE IT RESOLVED that this proposal was seconded and adopted unanimously.
The council recommends the following slate of trustees to serve in this interim capacity:
We believe this group includes many of the essential talents and voices necessary for a transition. We also expect that this group will engage others as advisors, e.g., the group is lacking in marketing expertise, something essential for our continued success.
NEXT STEPS
We know that you are likely to have many questions. We will hold two open conference calls the week of December 14th and 21st to discuss this proposal. We will provide details about calls, voting and proxies in a separate message.
Acting on the proposed resolution requires a meeting of members, and an affirmative vote of 2/3rds of SoL’s voting members representing 75% of all outstanding votes. We propose to poll the members by providing an electronic absentee ballot and requesting your proxy at that time. A short meeting will be held by teleconference on December 29thth at 10 AM EDT to accept the results of the poll.
To summarize:We have been honored to serve you and our mission in our capacity as trustees. We have been appreciative of all the offers you have made to continue SoL's work through the group of 25, SoL North America and other activities. We believe this conscious transition will help us emerge transformed as an exemplary 21st century organization.
SoL Council of Trustees
Alfred Hanner (Saudi Aramco)Dear SoL Member,
In a few weeks, SoL will celebrate its 12th anniversary. At its inception, SoL was founded with the aspiration of creating a new organizational design that could support a global network of communities dedicated to the interdependent development of people and their institutions. These aspirations have materialized in many dramatic ways, including our 3rd Global Forum in Oman last April.
At the same time, the world is experiencing a dramatic set of challenges that calls for the evolution of many existing entities. We believe now is a critical moment in SoL’s history when we have the potential to coordinate our work to create a larger collective impact. We also recognize that on-going renewal and succession planning is essential for any organization to survive its founders, remain relevant in changing circumstances and achieve financial sustainability. We are a group chartered by the founding SoL Council of Trustees to create a process to engage the community in this evolution by celebrating what we have accomplished and envision the future.
As a SoL member, we invite you to be part of a renewal and re-visioning process from which global SoL 2.0 will emerge as a stronger social network with increased ability to create knowledge, take action and have greater impact in key areas.
Below you will find:1. The invitation: please participate in a six-month SoL design process starting today!
As the legal stewards for SoL's name and trademarks, the Council of Trustees of SoL, Inc. recognized the need for founding SoL to assume its appropriate place in the SoL universe as a local community, and formalize a design for SoL that allows for self-governance and for the system to “see itself”. Some of us see this as our own "Copernican Revolution" where we recognize our values, principles and vision as the center of the universe around which we all revolve (and evolve). In this process, the founding SoL community will also discover its appropriate role as a member of this system.
At its November meeting, the Council asked 9 SoL members to design a process to engage the entire SoL community in making many decisions about our future. This "gang of 9" as we have called ourselves has proposed a fairly simple process where a group of 25 will act on behalf of all of us, with the benefit of input from all constituencies on key questions. As part of this process, it is the intention of the Council of Trustees to act on recommendations from the group of 25 to transfer legal responsibility and authority for global SoL matters to a new entity.
We have created a new website solely for the purpose of exchange about the evolution of the global SoL network. Visit: http://solevolution.ning.com/ to join. One of our first tasks was to create a map of the SoL networks so we could share a picture of current reality. We would appreciate your comments on this map. You will also find a "History" tab highlighting key events on the SoL timeline. (Please note that you have the option of staying informed of new content by subscribing to the RSS feed on the SoL evolution site.)
(The Council also chartered a different group to address the evolution of what has been known as founding SoL. This is a separate but complementary process and will proceed in parallel.)
2. The process: A group of 25 takes the next step in SoL's design process by creating a vision, interim governance structure and business model for SoL with input from community members.
After exploring a number of process options, we've selected one which we think is simple and inclusive. We will convene a group of 25 to meet in May for 2.5 days in Europe (our geographic center of gravity) to address a number of questions about SoL's future. This group will continue to work virtually over the summer, ask for input and present a final product by the beginning of October.
ESTIMATED TIMELINE:Because SoL France is centrally located and has hosted many key meetings in the history of the global SoL network, we expect to meet outside Paris in May.
While various groups in the past addressed issues of governance, none created a vision for SoL from a substantive standpoint. We will clarify the unifying force that unites us, and use it to define specific governance structures and the relationships needed between the "parts" and the whole. At the moment, we feel that SoL has a great deal of untapped potential impact because our connections are relatively informal and loose.
We believe that the group of 25 can only be effective as our representatives with the active participation of all local communities and associated networks. For this reason, we are asking each community/network/initiative on the map to identify a contact person. The contact person will serve as a conduit of information between his/her community and the designated representative on the group of 25. This includes sharing news and requests from the group of 25 and providing responses and other input to the group of 25. Please indicate who this contact person will be on the SoL evolution website.
3. Criteria for the selection of the group of 25 - opportunities to participate
We would like to invite individuals to be part of the group of 25 in early March. At this point, we have only decided that Peter Senge must be a member of this group - all other positions are open. We will invite participants based on the responses we receive to this message and our own review of the SoL network. If you would like to be considered as a member of this group, please complete a form online indicating your interests in participating. The deadline for applications is February 23rd. If you are interested and can't make the deadline, please reply to this message to let us know.
These are our criteria in forming the group:We recognize that many SoL members are not strongly associated with a local community, but participate in activities of the whole. There are others who are interested in organizing something new. We will include representatives of these perspectives in the group of 25.
Participants should expect to spend about 16 hours per month through September in preparation, e-mail exchange, calls and meetings.
We expect local communities to cover the costs of participation for their own representatives, or provide financial support for the overall process. We welcome contributions and corporate support for participants; we do not expect participants to pay for their own travel costs personally unless they would like to make this donation to the process.
4. How we all contribute to the process
You can contribute to this process in a number of ways:We have been crafting this proposal for the past two and half months. In this process, we continue to be inspired by what SoL has to contribute in today's world and the great potential residing in our network of relationships. We are impressed by diversity and innovation present in these networks, and we anticipate this renewal and re-visioning process will help us be a greater force for collective intelligence and wisdom in the world. We look forward to participating in this process with you and we will keep you posted on our progress.
With appreciation,
"The Gang of 9"
Peter Senge, Founding Chair
Simone Amber, SoL Sustainability Consortium (member)
Alfred Hanner, Corporate Council Member & Gulf SoL
Sherry Immediato, President, SoL Inc.
Shawn Patterson, Corporate Council Member
Deborah Reidy, Council of Trustees Co-Chair
Roger Saillant, Connections Member and advisor to Council
Anita Seidler, President, SoL Spain
Jim Tebbe, Corporate Council Member
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