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In the model we propose the "Open Corporate" ET LLP would not be an "organisation" but a "framework".

It therefore would not actually "do", "own" or "employ" anything or anyone - its members would do so as they "self organise" within the LLP framework.

In particular, it wouldn't have "representatives" speaking for "it" because it's not actually an it=object at all but a relationship - that between members.

The idea that it is possible for people to interact in this way without an "organisation" is to me the most radical capability of the UK LLP.

It takes a bit of getting your head around, for sure, and I am sure some people will find it difficult to go beyond existing conceptions..

ET as manure? I'm sure rg will have a suitable illustration......

"The future is already here -- it's just not very evenly distributed" William Gibson

by ChrisCook (cojockathotmaildotcom) on Tue Nov 13th, 2007 at 04:52:33 AM EST
[ Parent ]
I'm sure that's just lovely in theory.

In practice it won't be seen that way. Do you really think most people outside the organisation are going to care about the internal details?

by Colman (colman at eurotrib.com) on Tue Nov 13th, 2007 at 04:54:51 AM EST
[ Parent ]
There is no "organisation" with an "outside" and an "inside": that's the difficult thing to grasp.

No one is "excluded" because it would be up to an individual whether he/she participates or not having used the ET blog exactly as now and maybe found a collaborative project with one or more other ET'ers he/she is interested in working on.

The ET LLP framework would simply be there for anyone who sees a benefit in using it.

"The future is already here -- it's just not very evenly distributed" William Gibson

by ChrisCook (cojockathotmaildotcom) on Tue Nov 13th, 2007 at 06:11:31 AM EST
[ Parent ]
Ah, so no bank account, no trustees (or whatever), no formal membership, no decision making apparatus since there's nothing to make decisions about. What use would it be? What protection would it provide, from who - that being the point of legal entities, after all?  It wouldn't issue documents - that would be the individuals -  so it would provide no protection against libel and it would have no financial role.

In fact, in what useful sense would it even exist?

by Colman (colman at eurotrib.com) on Tue Nov 13th, 2007 at 06:48:28 AM EST
[ Parent ]
It would allow, say, Sven and In Wales (and their current photo opportunity) to agree - within the context of a project-specific "enterprise agreement" who gets what in respect of the proceeds from the sale of In Wales's photos to the client that Sven obtained.

Either there would be informal "trustees" (analogous to the operation of a cricket club bank account)or a formal "Not for profit" legal entity, which would be the nominal "owner" and custodian of a bank account.

An administration member operating within the framework would maintain accounting records and make any necessary payments in accordance with the enterprise agreement specification eg Sven x%; In Wales y%; Admin etc z%.

The LLP would act as an umbrella for any ET'ers who wish to use it collaboratively in dealings with the outside world. So while invoices would be issued by the admin member on behalf of the individuals they would be payable to the "Custodian".

Note that it would be possible in due course to see the LLP as a Guarantee Society, providing a collective "guarantee" backed by a "default fund" into which  Members paid a provision of a% of revenues. This could enable ET'ers to engage with clients they might not otherwise be able to.

Even were that not done, Members would still have the benefit of Limited Liability. Personally I would not expose myself to the threat of libel proceedings the way that Jerome is now.

There would be a formal membership, probably by joining a "club" of ET "operating members" but this would be entirely "open".

No-one who uses the site would have to join.

"The future is already here -- it's just not very evenly distributed" William Gibson

by ChrisCook (cojockathotmaildotcom) on Tue Nov 13th, 2007 at 08:11:08 AM EST
[ Parent ]
So it is an organisation. Would it issue documents in it's name? It would have to, if people wanted to benefit from the protection?
by Colman (colman at eurotrib.com) on Tue Nov 13th, 2007 at 08:15:43 AM EST
[ Parent ]
If the LLP operated by issuing invoices to external clients then, yes, it would be an organisation - and that is the norm for LLP's used conventionally.

Limitation of liability would indeed only apply to transactions entered into by Members on behalf of the LLP, which again would imply an organisation.

"Clients" might become "customer members" of the entity, in which case they become "inside the box" and party to an "Enterprise Agreement" rather than "outside the box" and entering into an adversarial contractual relationship.

There would be no invoices and the VAT consequences of this would be interesting. I haven't been involved in this yet, but it's only a matter of time.

Where all of the "stakeholder" participants come within such an an "Open Corporate" LLP umbrella then limitation of liability simply is unnecessary because there is no-one left against whom protection is needed.

This is essentially what happened in relation to a film LLP I was involved in: actors, producer, myself and "Angel" investors all became revenue sharing "Partners".

The film has not made a penny, but there is no question of a "default" requiring limitation of liability  to protect us from creditors, because there aren't any: it's all "Equity".

"The future is already here -- it's just not very evenly distributed" William Gibson

by ChrisCook (cojockathotmaildotcom) on Tue Nov 13th, 2007 at 09:03:44 AM EST
[ Parent ]
Limitation of liability would indeed only apply to transactions entered into by Members on behalf of the LLP, which again would imply an organisation.

So, for there to be any point to incorporation at all - since everything else is possible without LLP status, surely? - documents would have to be issued in the name of the LLP? The only thing an LLP gives you that a partnership doesn't is limited liability?
by Colman (colman at eurotrib.com) on Tue Nov 13th, 2007 at 09:19:53 AM EST
[ Parent ]
The completely "open" ability to incorporate to an agreed common purpose is IMHO perhaps the most significant legal breakthrough in the last 100 years, at least.

Limited liability is an add-on, and a morally dubious one if obtained without anything given in exchange.

The LLP allows the same collective/ multilateral ("Joint") action by two or more people with a common purpose as partnership does.

But crucially it does not have the individual/ bilateral ("Several") responsibility of Partnership.

It is, I think, unique in this new synthesis of the collective and the individual. It opens up entirely new "property rights" and "tenure" possibilties.

This "Open Corporate" capability is hugely important IMHO at all levels of enterprise from couples all the way up to governments. There is no area of policy that could not be improved upon through adoption of an "Open Corporate" partnership-based approach, I believe.


"The future is already here -- it's just not very evenly distributed" William Gibson

by ChrisCook (cojockathotmaildotcom) on Tue Nov 13th, 2007 at 09:47:37 AM EST
[ Parent ]
Wonderful.

Now, back to my question: is it the case, in your understanding, that for the libel and other legal  protections - which you cited as important - to hold, that the documents would have to be issued in the name of ET LLP, by its agents?

by Colman (colman at eurotrib.com) on Tue Nov 13th, 2007 at 12:14:06 PM EST
[ Parent ]
If one of the activities of an ET LLP were to be to publish documents either on or off-line then it would be the LLP that would be the "Publisher" and therefore potentially liable for libels by its Members as agents.

In which case the LLP would actually be "doing" something, to wit, publishing.

But it would also be possible for the "Founder"/ Custodian LLP member to be, not Jerome personally, as now, but (say) a "Not for Profit" Company Limited by Guarantee, and for this entity to be the "Publisher" and protected by its own limitation of liability.

In which case the LLP would be the framework defining the legal relationship between the Publisher and the other stakeholders, eg the service provider who operates the platform, and investor "Capital Members", if any.

There is more than one way to skin the cat.

"The future is already here -- it's just not very evenly distributed" William Gibson

by ChrisCook (cojockathotmaildotcom) on Tue Nov 13th, 2007 at 01:02:27 PM EST
[ Parent ]
Sure, but there's still a cat: a publisher, which would be the personality of the "think-tank" for legal and practical purposes.

My point, is that that publisher should not be seen to speak for ET, and should not be branded as such.

by Colman (colman at eurotrib.com) on Tue Nov 13th, 2007 at 01:05:44 PM EST
[ Parent ]
Being as though Jérôme "owns" the ET "brand", projects can use the brand if and only if he agrees.

The problem here is that ET represents a community of people and that Jérôme branding anything else "ET" is bound to find people complaining that the new project is speaking for the community when it shouldn't.

We have met the enemy, and he is us — Pogo

by Migeru (migeru at eurotrib dot com) on Tue Nov 13th, 2007 at 01:13:15 PM EST
[ Parent ]
Maybe, but it's a question of perception by the world outside ET regular users. An "ET LLP" would be an entity with the same name as this place and different purposes, whatever they are. This would lead to a blurred image of ET and would probably be counterproductive vis-à-vis the goals Jérôme mentioned, i.e. influence the public debate in Europe.

I'm all for ET being a springboard for many projects and I hope I will be part of some of them. I also think it would be a good thing for them to mention they were born thanks to ET, but I don't think they should be branded "ET projects", mainly because, as Colman rightly points it, only a few users would be involved and other users might disagree with their statements or achievements. Were an entity named ET to publish a paper or a study, its conclusions or recommendations would be understood as representing the view of all ET users.

Even the LTEs that have been drafted here were not published under the name ET, but signed by persons mentioning they were ET editors or users. Fortunately, there is no "party line" here.

Let hundreds of flowers blossom, but don't give to all of them the same name!

 

"Dieu se rit des hommes qui se plaignent des conséquences alors qu'ils en chérissent les causes" Jacques-Bénigne Bossuet

by Melanchthon on Tue Nov 13th, 2007 at 05:29:23 AM EST
[ Parent ]
As I think have just said, I don't envisage an ET "entity" at all: the ET LLP would be a "relationship". But that's not an easy idea to assimilate.

There would be no "ET projects", but there would be "ET'ers projects".

The ET LLP would not have a "purpose" as such, other than simply to be there for its Members.

The purpose for which Jerome - as founder - set up the ET site would remain as it is ( I don't think I've actually seen it written down).

"The future is already here -- it's just not very evenly distributed" William Gibson

by ChrisCook (cojockathotmaildotcom) on Tue Nov 13th, 2007 at 06:20:07 AM EST
[ Parent ]
So, there would be no "ET branded" publications or projects.

OK, but what would be the nature of this "relationship" and its purpose? In other terms, what would it do/allow to do?

Please, don't answer "whatever the members will want". Provide illustrations.

"Dieu se rit des hommes qui se plaignent des conséquences alors qu'ils en chérissent les causes" Jacques-Bénigne Bossuet

by Melanchthon on Tue Nov 13th, 2007 at 07:02:04 AM EST
[ Parent ]
Two comments:

  1. I do not see using the ET brand in any way. I was only half-kidding when I suggested "Milo Minderbinder Memorial ...". My sense of ET involvement is to piggyback on the technical structure (e.g., adding a "folder" to the existing blog structure), if allowed, primarily for easy access to the "company's" activities for ET members.

  2. I agree with Chris on most aspects of organizational structure, except that we seem to diverge on the necessity of specifying the "relationships" that you mention via bylaws. My vote is for very definite rules, particularly in the case of any fiduciary matters and warranty issues and arbitration of disputes and official roles.


paul spencer
by paul spencer (spencerinthegorge AT yahoo DOT com) on Tue Nov 13th, 2007 at 01:57:44 PM EST
[ Parent ]
Regarding this blog, I agree with Sven here that we need to set up a separate infrastructure, if the idea takes off.

Operating the 'think tank' from this blog will also bring the association which some here don't want.

by nanne (zwaerdenmaecker@gmail.com) on Tue Nov 13th, 2007 at 02:30:42 PM EST
[ Parent ]
One aspect of the LLP which I think has not been fully understood, and which applies to ET-type efforts, is that it allows many different legal structures to work together in a way that has not been possible before. So individuals, limited companies, cooperatives, societies, housing associations, parliamentary parties, member web sites, even Boy Scouts groups, can join together in common endeavours as allowed by the individual rules of their incorporation, society, club or whatever.

Of course, each could be contracted to the other in a series of bilateral agreements, but only the LLP allows them to have a single bond that connects them all.

It is my opinion that the broad political influence to which ET aspires requires a lot more than LTEs, and it requires a lot of different skills. Planning, drafting, promoting, spreading, fund-raising, motivating and so on. It also needs different kinds of organization in cooperation to carry out the various tasks involved in turning talk into action.

ET is very good at what it does - dissecting, planning and drafting. And I believe that that role should not be changed. Adding on promotion, spreading, and fund-raising to ET would change it - most likely for the worst. However I see no reason why ET should not be part of a network of different skills who are driven by the same desire for change.

I am not even sure that this grouping of like minds needs a promoted public name ie the name of the LLP. It is more important IMO to expand the skill base than promote a brand. It is also more important to those connected into the network that they are connected, than it is to have a public display of power. It is more of an inward bond than an outward brand.

I've changed my views somewhat over the course of this discussion...

You can't be me, I'm taken

by Sven Triloqvist on Tue Nov 13th, 2007 at 05:21:26 PM EST
[ Parent ]
I like the idea of Milo Minderbinder Memorial LLP.

I think it could even incorporate itself next week, it only needs three members, or thereabouts, and a hundred quid or so.  Then those members can scheme--here!--about how sharing the load is...the future...woooooooooooooooooooooo........  (A 'w' to the power of 23 or so--I learn things!)

Milo Minderbinder Memorial LLP may have an academic element--who knows until it incorporates?

I think there would have to be articles of incorporation, some written text akin to The Principia Discordia

The Principia Discordia

Some excerpts from an interview with Malaclypse the Younger by THE GREATER METROPOLITAN YORBA LINDA HERALD-NEWS-SUN-TRIBUNE-JOURNAL-DISPATCH-POST AND SAN FRANCISCO DISCORDIAN SOCIETY CABAL BULLETIN AND INTERGALACTIC REPORT & POPE POOP.

GREATER POOP: Are you really serious or what?
MAL-2: Sometimes I take humor seriously. Sometimes I take seriousness humorously. Either way it is irrelevant.

GP: Maybe you are just crazy.
M2: Indeed! But do not reject these teaching as false because I am crazy. The reason that I am crazy is because they are true.

GP: Is Eris true?
M2: Everything is true.
GP: Even false things?
M2: Even false things are true.
GP: How can that be?
M2: I don't know man, I didn't do it.

GP: Why do you deal with so many negatives?
M2: To dissolve them.
GP: Will you develop that point?
M2: No.

GP: Is there an essential meaning behind POEE?
M2: There is a Zen Story about a student who asked a Master to explain the meaning of Buddhism. The Master's reply was "Three pounds of flax."
GP: Is that the answer to my question?
M2: No, of course not. That is just illustrative. The answer to your question is FIVE TONS OF FLAX!

I'm thinking there would have to be some underwriting statement.

"All profits are used in the first instance to pay the day to day running of ET."

Zer politics are best dealt with at Milo Minderbinder Memorial LLP HQ--heh...I agree that...okay...I agree to be represented by Milo Minderbinder Memorial LLP agents--secret ones!  Now, if they could pass me some credits I'll be happy to follow the first rule of the LLP.

I suggest painting the picture via a presentation of Milo Minderbinder Memorial LLP - Articles of Incorporation

Articles of Incorporation - Wikipedia, the free encyclopedia

The Articles of Incorporation (sometimes also referred to as the Certificate of Incorporation or the Corporate Charter) are the primary rules governing the management of a corporation, and are filed with a state or other regulatory agency.



Don't fight forces, use them R. Buckminster Fuller.
by rg (leopold dot lepster at google mail dot com) on Tue Nov 13th, 2007 at 06:40:34 PM EST
[ Parent ]
And if I may be allowed a moment of Cookian visionariness...I believe that these kind of multidisciplinary organizations - that emphasise cooperation over competition - are the answer to the problems of democracy.

What we need to do is to remove the imaginary fences built around corporations, media, consumers, governments, social welfare, religions, academia etc and allow them all to be in the same boat, working together to find better solutions that fit all the problems.

In the long run I see these kinds of vertically/horizontally integrated organizations as being better suited to finding the solutions to sustainability, and probably more efficient in the business sense since what they 'produce' will be pre-sold.

My business of marketing, advertising and communications will die out in its present form. But may re-emerge as 'facilitation' ;-)

You can't be me, I'm taken

by Sven Triloqvist on Wed Nov 14th, 2007 at 10:51:43 AM EST
[ Parent ]
Here's the nub of the problem...

Researchers have found that low self-esteem and materialism are not just a correlation, but also a causal relationship where low self esteem increases materialism, and materialism can also create low self-esteem. They also found that as self esteem increases, materialism decreases.


You can't be me, I'm taken
by Sven Triloqvist on Wed Nov 14th, 2007 at 11:04:07 AM EST
[ Parent ]
Thanks to Sven Trismegist, I finally understood what the LLP is: an entity which removes the imaginary fences built around corporations, media, consumers, governments, social welfare, religions, academia.. In other words a shapeless thing that absorbs everything whatever its nature. It's... The Blob!




"Dieu se rit des hommes qui se plaignent des conséquences alors qu'ils en chérissent les causes" Jacques-Bénigne Bossuet

by Melanchthon on Wed Nov 14th, 2007 at 12:24:13 PM EST
[ Parent ]
Mon ami - your problem can be best dealt with by Whataboutblob - he is trained in these matters ;-)

You can't be me, I'm taken
by Sven Triloqvist on Wed Nov 14th, 2007 at 01:10:24 PM EST
[ Parent ]

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