ByLaws


Welcome

This work, "NFE Bylaws", works as the operating agreement for Watt Works Foundation Limited and is a derivative of "Ampled ByLaws and East Bay Permanent Real Estate Cooperative Bylaws" by theselc.org, used under CC BY-SA 4.0.

Our Bylaws

This is the guidebook for NFE. This document explains how shared ownership model works, how decisions are made, and how profit is shared.

These Bylaws provide guidance for Watt Works Foundation Limited (dba NFE), our desire is to empower each other to steward NFE's vision well and go beyond simply following the letter of the bylaws. 

We think having the ByLaws in place can be a helpful safety net when conflict inevitably arises but we expect and encourage 1:1 conversational deliberations rooted in our values to be the first tool we reach for to resolve conflicts peacefully. 

Mission and Values

Mission

We are here to advance energy resilience using community owned sustainable energy microgrids. 

Values 

Collaboration

We are better Together: If you want to go quickly, go alone but if you want to go far, go together

Curiosity

Always learning, frequently questioning and listening. 

Community 

Default to Openness. We want to learn and build in public so that others who care about what we are working on can also learn and consider contributing to our mission. They'll be a few things that need to be private like our customers contact information but we aim to be open about how and what we are working on. So when in doubt, just share it.

People first

Relationships count most, invest in them. We want to give each other room to center our lives around family and friends, not our jobs. 

Managers of One

People need to be reminded more often than they need to be instructed. What it means to be a manager of one. 

Five dysfunctions

Our values also help us to prevent the five dysfunctions:

  1. Fear of conflict Seeking artificial harmony over constructive passionate debate => prevented by transparency, specifically Managers of One and Collaboration. 
  2. Absence of trust Unwilling to be vulnerable within the group => prevented by Collaboration, specifically People first. 
  3. Avoidance of accountability Ducking the responsibility to call peers on counterproductive behavior which sets low standards => prevented by Community. 
  4. Inattention to results Focusing on personal success, status, and ego before team success => prevented by Managers of One
  5. Lack of commitment Feigning buy-in for group decisions creates ambiguity throughout the organization => prevented by Community and Managers of One

Some dysfunctions are not addressed directly by our values; for example, trust is not one of our values. Similar to happiness, trust is something that is an outcome, not something you can strive for directly. We hope that the way we work and our values will instill trust, instead of mandating it from people; trust is earned, not given

Ownership

NFE is owned by the community of people contributing to NFE's mission. 

Owners or Members

Owner-member is the term we use to refer to people NFE recognizes as owners or members of the NFE co-operative.

Workers

Funders 

Customers

Please note that NFE membership voluntary. Individuals or organizations can be funders, workers or customers and chose not to apply for member/ownership. 

Responsibilities of Owner-Members

Benefits of Owner-Members 

Suspending Membership 

Non Owner Community Members 

Not all our stakeholders are currently eligible for becoming members but are still part of the community so theoretically could be owners in the future. 


Board of Directors

This group are the guardians of the NFE mission. They help steer and make all major decisions. 

Board Members 

Responsibilities 

Board Elections

Board member removal 

Binding NFE

The Secretary or Chairperson or CEO may sign a document or make a binding commitment on behalf of NFE. The Board may designate other people through a board resolution, to do the same.

Directly Responsible Individuals

NFE is a community owned organization but we rely very little on consensus to make most decisions. Directly Responsible Individuals (DRIs) at NFE own particular projects, initiatives, or activity and make most decisions concerning those areas. 

What is a directly responsible individual?

Apple coined the term “directly responsible individual” (DRI). The idea is that every project is assigned a DRI who is ultimately held accountable for the success (or failure) of that project.

They likely won’t be the only person working on their assigned project, but it’s “up to that person to get it done or find the resources needed.”

DRIs may be a lead or senior or associate worker. The selection of a DRI and their specific role will vary based on their own skillset and the requirements of their assigned task. What’s most important is that they’re empowered.

While the DRI is the individual who is ultimately held accountable for the success or failure of any given project, they are not necessarily the individual that does the tactical project work. The DRI should consult and collaborate with all teams and stakeholders involved to ensure they have all relevant context, to gather input/feedback from others, and to divide action items and tasks amongst those involved.

Empowering DRIs

It is important to understand that DRIs do not owe anyone an explanation for their decisions. If you force a DRI to explain too much, you’ll create incentives to ship projects under the radar. The fear of falling into a perpetual loop of explaining can derail a DRI, and cause people to defer rather than working with a bias for action.

We would much rather foster a culture where DRIs are willing to put their ideas in the open. This enables feedback from a broad range of diverse perspectives, which the DRI can take into account and choose how (if at all) it shapes their thinking.

Communication and feedback

A DRI should be able to articulate the objectives, check progress and give and receive feedback. This will ensure the DRI can change direction or plan ahead to avoid any setbacks.

At NFE we communicate and work asynchronously, you can read more about it on this page.

One thing to consider when a DRI needs to give or receive feedback is that they may not be the actual manager of the other members of the team.

DRI, Consulted, Informed (DCI)

Different organizations use different methods of assigning responsibility; one of the most popular is the RACI Matrix, which outlines who the Responsible-Accountable-Consulted-Informed people should be on a decision or project.

GitLab’s implementation of a DRI for decision-making means that we have evolved the RACI matrix to DCI (DRI, Consulted, Informed).

The Responsible and Accountable person is the DRI, the Consulted people are those whose opinions are sought, typically subject-matter experts; and with whom there is two-way communication. and Informed people are those who are kept up-to-date on progress, often only on completion of the task or deliverable; and with whom there is just one-way communication. 

Circumstances Requiring the Rare Need for Approvals

Surplus Sharing

What and why

If, instead of surpluses, there are losses, the losses will be allocated in any manner that the Board determines to be fair and equitable, in consideration of the circumstances leading to the loss.

How Surplus is Distributed

Will & Testament

How NFE will close 

Any proposal to sell, dissolve, or liquidate NFE or it's projects must be approved by 2/3 of the board. In such an event, after paying or adequately providing for all debts, liabilities, and repayment to contributors, NFE shall make payments in following the procedures described under “Surplus Sharing”

Defending and Compensating members

NFE shall have the power to indemnify its Workers, Customers, Funders and their agents to the fullest extent permitted by law. NFE shall compensate a Worker, Customer or Funder for any expenses incurred from lawsuits, penalties, fines, and costs of defense if the person incurred these expenses in connection with fulfilling their duties as a Worker, Customer or Funder. This is also called “indemnification.”

However, NFE is not obligated to “indemnify” a person if such expenses arose from a situation where the person stole funds, knowingly received funds they were not entitled to, intentionally committed a crime, or recklessly or intentionally harmed NFE or its members.

Changing Bylaws

Prior to the first Board election, these Bylaws may be changed by approval of a majority of Initial Worker-Owners.

Once a Board has been elected, with exceptions listed below or on a specific Bylaws page, these Bylaws may be changed by approval of 2/3 of Board at a duly called Owner meeting, or by 2/3 of those voting by electronic ballot duly submitted to Owners, so long as a quorum participates. All elections should provide at least 15 days prior notice. 

Exceptions include: