Spera Bank January 2020 Executive Committee Meeting
The First Executive Committee of Spera Bank was formed following the approval and creation of a Steering Committee (Issue 4) from the Board of Directors, which was then merged with the Senior Executive Leadership Team (SELT) to combine a unified Executive Committee via the First Executive Committee Binder. The First Binder was ratified by the incoming Steering Committee and SELT unanimously between 25-27 December 2019, at which point various authorities were ceded from SELT to the EC.
- 1 First Executive Committee Binder
- 1.1 List of Executive Committee Members
- 1.2 Format and Process of the Executive Committee
- 1.3 Confirmation of Voting Schedule
- 1.4 Confirmation of Issues to Resolve before the January 2020 Board Meeting
- 2 Focus Group Results
- 2.1 Issue 1: Address the Share Valuation Formula
- 2.2 Issue 2: Develop a Standard Operating Procedure Regarding Defaulters
- 2.3 Issue 3: Develop a Standard Operating Procedure Regarding Discord Management
- 2.4 Issue 4: Develop a Standard Operating Procedure Regarding Alliance Wars and its Effects on Shareholders and Executives
- 2.5 Issue 5: Develop a Standard Operating Procedure Regarding Hiring and Appointing New Executives
- 2.6 Issue 6: Formulate A Plan to Implement the Ratified Savings Account Scheme from the December 2019 Board Meeting
- 2.7 Issue 7: Create a Plan to Repay the Asgard Bank Loan with Greater Expediency
- 2.8 Issue 8: Rewrite the Bank Charter to Enable Greater Flexibility and Authority as Assigned by the New Board
- 2.9 Issue 9: How should we handle/deal with the emergence of a bank that has largely copied our work product
First Executive Committee Binder
- List of Executive Committee Members
- Format and Process of the Executive Committee
- Confirmation of Voting Schedule
- Confirmation of Issues to Resolve before the January 2020 Board Meeting
List of Executive Committee Members
The Spera Bank has an Executive Committee set up to orchestrate the overall well-being of the Bank. The purpose of the Executive Committee is to maintain the long-term view and improve the outlook of the Bank. To that end, the Executive Committee is comprised of:
- Chairman of the Board
- First Chief Executive Office
- Second Chief Executive Officer
- Chief Financial Officer
- Chief Operations Officer if applicable
- Three-to-Five Shareholders Elected from the At-Large Body of Shareholders, Constituting the Steering Committee
Format and Process of the Executive Committee
- The Board of Directors is comprised of every shareholder, and their votes are proportional to their ownership of Spera at a rate of one vote for every one thousand shares owned.
- The Executive Leadership is comprised of all Executives, as Hired by Spera Bank in accordance with its policies and procedures.
- The Steering Committee is comprised of no less than three Shareholders and no more than five Shareholders elected by the full Board of Directors in accordance with its schedules and procedures.
- All members of the Executive Committee shall be referred to interchangeably by their various respective titles and the catch-all title of Commissioner. The Chair, as the head of the Executive Committee, shall also be known as the Commissioner-Chair.
- All Commissioners have a single vote within the Executive Committee when casting votes. This only applies to official Committee votes and not to any votes of the Board of Directors.
- The Chair must oversee all votes, and must present all information to the best of their capabilities. The Chair will always visibly cast votes for all options, and will explicitly state their actual vote for each issue. This is done so that all option reactions are locked in on Discord.
- It is the responsibility of the Chair to coordinate and shepherd the discourse and agenda of the Executive Committee, but that does not mandate the Chair dictating the course. In practice, the Chair should always seek input and involve the entire Committee. Ultimately, the entire Committee is responsible to the entire Board of Directors for its results, both positive and negative.
- The Chair must present an Executive Committee Binder to the Committee at the first meeting after each Monthly Board Meeting to vote on, and the issues contained within will constitute the preliminary focuses for the Committee. A failed Binder does not preclude the Committee from working, however it will significantly hinder progress as without a Binder, there is no set direction for the Committee to work towards.
- Except where limited by a vote of the Board of Directors, the Executive Committee by its nature as a union of Shareholders and Executive Leadership functions under the full authority of both the Board of Directors and the Executive Leadership. Any Shareholder who is concerned about a decision or move made by the Executive Committee should bring those concerns to the Chairman, so that they can either be alleviated, mitigated or, failing adequate solution, the matter can be brought to a special session of the Board or the decision suspended until it can be voted on by the Board. The Chairman is responsible and held accountable for ensuring this process is upheld.
As this is the first Binder, I have compiled it on my own addressing issues that have either been raised to me or issues that I have identified as significant enough to warrant our more immediate attention. For future Binders, I will seek input and consensus when compiling it. – Greene
Confirmation of Voting Schedule
Banking Quarters follow the Calendar months
- 1st Quarter: January, February, March
- 2nd Quarter: April, May, June
- 3rd Quarter: July, August, September
- 4th Quarter: October, November, December
The Full Board Meets Monthly
- 3rd Weekend of the Month
- The last full meeting of each quarter will also elect the Chairperson, who will serve for the next quarter
- The Outgoing Chairperson, if applicable, will on-board the Incoming Chairperson before the end of their term.
The Executive Committee
- Weekly, days to be determined, schedule semi-fluid
- Regular communication necessary with the Bank Leadership to ensure effective rollout and full communication
Confirmation of Issues to Resolve before the January 2020 Board Meeting
For each of these Issues, a “Break-Out Focus Group” will form with the ratification of this Binder. Each Group will have its own Discord channel for the Executive Committee to consider and begin solving the tasks. All Commissioners are members of all Break-Out Focus Groups, however Commissioners with particular expertise should devote additional energy towards those issues they consider themselves better suited. Each week, the Commission will formally convene to address the status of these Groups. The target for each Group is to have a formal proposal ready to present to the full Board for its approval at its January 2020 Board Meeting.
- Address the Share Valuation Formula
- Develop a Standard Operating Procedure Regarding Defaulters
- Develop a Standard Operating Procedure Regarding Discord Management
- Develop a Standard Operating Procedure Regarding Alliance Wars and its Effects on Shareholders and Executives
- Develop a Standard Operating Procedure Regarding Hiring and Appointing New Executives
- Formulate A Plan to Implement the Ratified Savings Account Scheme from the December 2019 Board Meeting
- Create a Plan to Repay the Asgard Bank Loan with Greater Expediency
- Rewrite the Bank Charter to Enable Greater Flexibility and Authority as Assigned by the New Board
Focus Group Results
Issue 2: Develop a Standard Operating Procedure Regarding Defaulters
Developing a standard operating procedure to handle Defaulters and make perfectly clear what repercussions will exist was identified as a key issue requiring the immediate determination from the EC. In this matter, we discussed what terms would be acceptable, and we ultimately arrived at an SOP indicating and confirming that sovereignty is suspended to the Bank by any defaulter, and that we have full powers to reclaim to whatever extent the Bank's management chooses to.
The concept of an SOP is to identify what the actual procedure is and to what extent authority is extended. By purposely granting almost unchecked power to the Bank to recover its losses, the procedure ensures maximum flexibility for management to handle the situation.
Vote Approve if you support the SOP as written becoming the active policy. This does not preclude additional terms set into a loan contract being agreed by all parties, nor does it prohibit us from waiving specific portions on a case-by-case basis.
- Cosimo de medici
- General of the Union
- Naaru (suckmaplonker)
Vote Reject if you are wholeheartedly against the SOP, and wish for all matters to be handled on a case by case basis without an established framework in place.
- No votes were cast to reject the SOP.
Vote Abstain if you believe we need further discussion before finalizing the SOP.
- No votes were cast to abstain and return the SOP for further discussion.
The Spera SOP Regarding Defaulters and Breach of Terms goes into immediate effect.
Issue 3: Develop a Standard Operating Procedure Regarding Discord Management
Issue 5: Develop a Standard Operating Procedure Regarding Hiring and Appointing New Executives
Issue 6: Formulate A Plan to Implement the Ratified Savings Account Scheme from the December 2019 Board Meeting
Issue 7: Create a Plan to Repay the Asgard Bank Loan with Greater Expediency
Prior to the first Board having convened, SELT through its natural authority negotiated a deal with Royal Bank of Asgard for a loan in the amount of $2.5 billion with the interpretation that the bank would own half of the bank. Through the conversation, the first matter at hand was the clarify the understanding and nature of this loan, and the understanding and nature of the bank's relationship with its shareholders.
The clarification that we arrived at is that Spera has a total market cap of 10 million shares that are allowed to exist, however the Bank has chosen to only issue half of that amount. The remaining 5 million shares do not require Board consent, but do require Executive Committee consent, to be sold. In the event that any of those remaining shares are sold, the Bank would not be required to conduct any splits and would be free to sell the shares to raise capital. Any sale will of course require at minimum Executive Committee approval and consent.
Having addressed the misunderstanding, SELT informed the EC that while the loan had been negotiated, no monies had in fact changed hands. Over the course of the conversation, the EC discussed and debated the benefits and drawbacks of having the capital investment from Asgard. Largely in consideration of the fact that the Board has already voted to implement the Savings accounts and Bonds, the EC decided that since we had not received any monies yet, we would notify Asgard that we did not in fact need the money.
Vote Approve if you Agree that we should repay Asgard any monies that we have received as part of this no-interest loan, and conclude the loan early. We will only use the monies we currently have and not take out debts beyond whatever Bonds, Savings, and other internal Programmes we create.
- Cosimo de Medici
- General of the Union
Vote Reject if you Disagree, and want us to take the full $2.5 bn loan that has no repayment terms and no end date issued by Asgard Bank. We will follow csans payment plan of using 40% of the retained profits (i.e. 20% of the total profits) monthly to pay down this debt.
Vote Abstain if you believe that neither option is acceptable and would instead wish to continue this conversation to find a third solution.
" I am going to conclude voting on this matter. The determination is that, by a margin of FOUR votes to Approve and TWO votes to Reject, the decision is made that we should repay Asgard any monies that we have received, and conclude our the loan early. General of the Union as you have indicated that we have not actually yet received any money from them and further that there is a chance we never would have to begin with, we do not need to have this decision ratified by the full board. The nature of the EC is that functionally and formally we are a merger of the powers of the Board and the Executive, and as this was an arrangement undertaken solely by the Executive before the Board existed, I'm comfortable having this handled directly by the EC and not delegated further to the full Board. Executives please ensure that Asgard's management are notified that we no longer need their funds. " - Greene
Issue 8: Rewrite the Bank Charter to Enable Greater Flexibility and Authority as Assigned by the New Board
The initial understanding of this issue was that the purpose of the Bank's "Charter" was as a governing document that sets official policy and mandate for the organization. Early on, the Executive Committee shifted the understanding to instead be more of an "at-a-glance reference guide" that is primarily useful for new and prospective clients.
The next part to this was to figure out if we actually needed a single document that governs all of our aspects. The consensus to this question was a resounding no. We can and will utilize the SOPs and various other policy statements instead of a single document. This creates a more modular system for us to work with. Of course, we needed to have a single location, but that's naturally this Wiki site.
Vote Approve if you would like to have the Charter officially renamed to New Client Booklet and allow us to update it as necessary without requiring a formal vote each time. The purpose of the Charter was always to be a sort of new customer intro and less a governing document. This confirms that.
- Cosimo de Medici
- General of the Union
- Naruu (suckmaplonker)
Vote Reject if you would like to have the Charter be officially repurposed as a governing document, outlining our structure and systems, and setting out our functions. The conversation needs to continue about exactly what should be contained within this official document.
- No votes to Reject
Following the vote, a second consensus was that while we were officially renaming the Charter, we should still be able to use the term "Charter" interchangeably. In this way, we're not confusing our existing customers. Additionally, members of the EC pointed out that while this is most useful to newer clients, existing and long-term clients will likely still find its content thoroughly helpful.
Issue 9: How should we handle/deal with the emergence of a bank that has largely copied our work product
The Executive Committee was made aware of a new bank that had copied large portions of our bank's verbiage and was then passing it off as their own. Members of the SELT were concerned that this could negatively impact our own bank and so this matter was brought to the new EC so a decision could be made as to what should be done.
Unlike every other issue, where channel visibility is restricted to the Committee members only, Greene (as Chair) felt strongly that all Shareholders should have full visibility regarding this discussion, as it directly impacted them. It was pointed out that sidd, a shareholder, also owns shares in the competing bank and is also staff for them. This was raised as a concern against visibility, however was largely dismissed. Shareholders could read and follow the conversation, but they were unable to directly comment on it.
Solutions included utilizing our higher profile Shareholders to apply pressure on the new bank's backers, investing in the bank ourselves as a means of sabotaging their efforts, and doing nothing and instead focusing on our own efforts. The argument for sabotaging quickly fell aside as overwhelmingly the Committee agreed that it would be poor form and not at all reflective of the Bank we want to run and be Shareholders in. While there was some support for pressuring the competing bank's backers, ultimately the Committee unanimously voted to focus our efforts on our own successes and not on the failings or tribulations of a competing bank.