Today the UK Guardian newspaper published a feature on One Click Orgs as part of its “Doing Things Differently” strand. The article touches on the upcoming announcement of an exciting collaboration we’ve been working on with Co-Operatives UK.
Charles and Chris will be launching a brand new platform at the Co-operatives United event in Manchester on 31st October. Come and say hi if you’re there.
For more details see the Co-operatives United website.
Charles is in Manchester today to talk about digital governance and One Click Orgs at the Co-operatives UK Autumn Summit. This annual event brings together leaders from the UK’s largest co-operatives along with other movers and shakers from the movement.
The co-operative movement is founded on the principle of democratic member governance so it will be fascinating to see whether there are applications for One Click Orgs in this sphere.
Today One Click Orgs announces release of version 1.2.3. For this release the team focused on enhancing security across the platform. A formal vulnerability test was carried out to identify all potential security issues then a series of code changes was implemented to remedy them. The v1.2.3 release includes the following security fixes:
- HTML was not properly escaped in proposal descriptions and comments. This is fixed.
- Users could be redirected to an external site by abusing the URL used for registering a vote. This is fixed.
- Members could set their email to that of an existing member and new members could be added with the same email as an existing member. This is fixed.
- Browsers were permitted to cache login credentials. This is fixed.
- The password reset system allowed a non-member to determine whether or not an email address corresponded to a valid user or not. This is fixed.
- The organisation’s name was not properly escaped for the ’From’ field of emails. This is fixed.
- Some invalid characters were allowed in members’ email addresses. This is fixed.
- Users could be redirected to an external site by inserting special characters into the organisation’s subdomain. This is fixed
In addition to the security fixes the following enhancements are also included:
- A vote taking place under the ‘veto’ voting system now closes early if
- all members vote in favour.
- Rails is upgraded to version 3.0.10.
- Members can now specify what role they play in the organisation.
- Proposal comments are now displayed in date order.
Particular thanks to Andrew Black and Darren McDonald for contributions, testing and reports for this release.
Source and downloads are available at Github.
On Wednesday 27th July the members of London Hackspace gathered at the Trampery in London for the organisation’s Annual General Meeting. The main item on the agenda was a proposal to adopt a new set of corporate articles virtualising all procedures of the Board of Directors on a platform created by One Click Orgs.
Russ Garrett, Co-Founder of London Hackspace, proposed the motion for vote and it passed unanimously at 20:16 BST. Therefore this was the moment when the world’s first virtualised non-profit corporation came into existence. The vote is captured in the photo below.
London Hackspace is a Company Limited by Guarantee, the UK form of a non-profit corporation. The One Click Orgs virtualisation completely removes Board Meetings from the organisation’s formal procedures. Instead a board member can put forward a proposal for vote at any time on the One Click Orgs platform and proposals that pass will be legally binding on the corporation. The platform also provides facilities to record minutes from offline discussions and register Directors’ conflicts of interest declarations.
This is just the first step in a larger process to virtualise all governance processes for the corporation. The next step will remove the requirement to hold an Annual General Meeting and enable members to elect Directors through an electronic vote on One Click Orgs.
Thanks to Francis Davey who did a lot of work drafting the virtualisation elements for the revised Articles and Chris Mear for his herculean effort preparing the platform. Many thanks also to UnLtd for supporting the project and to London Hackspace for being such an excellent partner to work with.
We’re delighted to announce that One Click Orgs has received its first ever grant funding in the shape of a Level 1 Award from UnLtd, the foundation for social entrepreneurs. The grant has been provided to support One Click Orgs in its project to develop a Company Limited by Guarantee (CLG) platform. As the British equivalent of a non-profit corporation this is the most widely-used legal structure for larger non profits in the UK.
As we announced last year we’re working with the London Hackspace to create the first example of a virtualised CLG before making the solution available to all non profits. Our research suggests the platform will be of great appeal to organisations wanting to minimise time lost to bureaucratic processes and also larger organisations seeking to keep their membership engaged with decision making.
Our sincere thanks to the team at UnLtd for their support. It is greatly appreciated.
At an event in London this evening One Click Orgs officially launched its free public service. The version 1.0 platform helps community groups and fledgling non-profits organise themselves with a legal structure and voting system.
One Click Orgs Associations are compatible with English law. We think they can be used in other countries too. However in some places an Association must be registered with state agencies. We’d welcome input from lawyers who can tell us exactly what’s needed for different jurisdictions
In countries where a One Click Orgs Association isn’t recognised as a civil society organisation groups are still welcome to create a One Click Orgs constitution and use the voting system with their members.
Initiatives like One Click Orgs and Harvard University’s Virtual Corporations Project are paving the way for a new breed of virtual organisations whose legal underpinnings are wired up to electronic workflows. Such organisations open up intriguing new possibilities for collaboration, participation and value creation. But could virtual governance techniques also be harnessed by conventionally-structured corporations to speed up decision making and reduce bureaucratic overheads?
Numerous events occur in a company’s day to day operation which need to go through a formal governance procedure of some kind. When executives want to make a big purchase they may need written approval from the board of directors. If the board decides to issue new shares and raise investment they usually need formal approval from a majority of shareholders. Before the CEO of a venture capital backed startup can issue options to an executive they might need a special “class consent” from the investor.
These governance procedures provide checks and balances that ensure a business is run in the interests of all its stakeholders. They are defined by clauses scattered throughout the company’s articles, investment agreements and other documents. But there is a cost to these safeguards. Every time a governance process runs it creates a delay and absorbs clerical effort. The problem is well illustrated by looking at the process of securing shareholder approval through a written resolution.
The first challenge is working out what consent is needed from which shareholders. There might be multiple classes of shares with a variety of different powers. Once this has been established the written resolution is drafted along with any consents needed for specific share classes. The correct combination of documents is then sent as email attachments to each shareholder along with guidance on how to complete them.
Each shareholder prints the documents, ticks some boxes to indicate their votes, inserts the date and signs their name in the appropriate places. In some cases they might need to get a witness to sign and fill in their address and profession. When the documents are completed the shareholder scans all pages, attaches the resulting files to an email and sends it back to the company. Finally the shareholder puts the physical copy of the executed document in the post to be archived at the company’s offices.
As the executed documents arrive back at the company someone needs to check each one to make sure it’s been completed correctly. There are invariably mistakes, in which case the shareholder in question must be asked to repeat the process. Each shareholder’s choices are collated, including the consents from specific share classes. Eventually it becomes clear whether enough support has been received for the action can proceed.
This is exactly the kind of fiddly, labour-intensive process where virtualisation can make a big difference. One Click Orgs has designed a written resolution module that uses the internet to completely rethink how a written resolution works. The module’s designed to be used by established corporations with conventional articles. At its heart is a virtual model of the company’s corporate structure including all the different share classes, the thresholds for making decisions and the identities of shareholders, board members and senior executives. Issuing a written resolution using the One Click Orgs system starts with a duly authorised executive or board member entering the text on a web interface, adding form elements like check-boxes as required, then clicking a button to activate it.
At this point an email is automatically sent to all shareholders alerting them that a written resolution has been issued and linking them to a secure web page where they can read the text and respond. If any class consents are required they are automatically generated for the relevant shareholders. Once a shareholder has made their choices and digitally signed to execute the resolution the company receives an alert and a monitor tracking progress towards the approval threshold is automatically updated. Once the threshold is reached an email is automatically sent to everyone confirming that the decisions has been formally approved.
A virtualised written resolution of this kind could secure shareholder consent in a day compared to a week with the conventional approach. The effort for the company and the shareholder is greatly reduced. The scope for misunderstanding and error is almost completely obviated.
Previous technological advances have been used to speed up established governance processes without significantly changing their form. An eighteenth century shareholder would have received a written resolution from a courier who would have come by foot, horse-back, carriage or boat. The manner of the documents’ delivery has changed beyond recognition but the form of the document itself and the manual processes surrounding it are essentially the same today.
Combining virtual governance modules will eventually enable a company to automate complex transactions such as issuing new shares, including submitting electronic filings to the state regulator and updating the company’s books to reflect the new share capital. One Click Orgs’ project to virtualise the London Hackspace is the first practical experiment retrofitting elements of virtual governance onto a pre-existing corporate structure. I have a feeling it will not be the last.
Today we’re hugely excited to announce that Joi Ito has joined One Click Orgs’ advisory board. Joi has contributed to a succession of ground-breaking internet ventures as an entrepreneur and investor. His current role as CEO of Creative Commons puts him in the thick of the collision between established legal concepts and the internet which is One Click Orgs’ home territory.
It was a fireside discussion about emergent democracy with Joi at Foo Camp 2008 that planted the seed for CIRCUS foundation’s Themis project and the chapter on emergent democracy I contributed to O’Reilly’s “Open Government” book. The Themis project gave birth to One Click Orgs so there’s a poetic circularity in Joi getting involved with the project now.
In joining One Click Orgs’ advisory board Joi is in the distinguished company of Oliver Goodenough (Co-Director Berkman Center Law Lab, Harvard University), David Johnson (Senior Resident Fellow, Center for Democracy and Technology) and Matt Jones (Partner, BERG). Joi has some far-sighted ideas about how virtual corporate structures will enable changes in financial and organisational models. We look forward to working with him to turn some of these ideas into reality.
A month ago we posted the first part of the video introducing One Click Orgs’ collaboration with London Hackspace. Now here’s the second part in which Chris Mear walks through the current codebase. If you’re a developer thinking of getting involved in the project this would be a useful place to start and get your bearings.