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The Committe Pool

The Committee Pool is a mechanism to compensate OpenSkills committee members for the time and energy that they contribute to making OpenSkills a success.

The objective of the fund is to compensate people for their efforts, and recognise that the results of effort today will reflected in the success of the association over many years.

The pool is funded using the same algorithm used to calculate the fees payable to license the OpenSkills name and the three OpenSkills domain names. The committee pool is set at 2% of association revenue (excluding donations).

Each committee member is granted one share at the start of each and every year that they are on the OpenSkills committee. Each share is good for 20 years, and it expires after the 20th year (each share yields exactly 20 payments). The year that the committee member serves on the committee is year one.

Compensation is paid from the pool at the end of each year, on the same schedule as the fees are paid for the use of the OpenSkills name and Domain names. The contents of the pool is divided by the number of shares, and paid to the holder of each share.

So, the return for the efforts of committee members will be a share of the income of OpenSkills for 20 years. The share will be affected by how long someone acted on the committee, and will give an incentive to see OpenSkills do well in the long term. Of course, shares will be diluted as time goes by, but then, the income of OpenSkills should go up at the same time.

The Formal Definition

The formal definition of the committee pool depends on the current underlying incorporated entity for the association. This first version of the committee pool is called the "DIRECTORS REMUNERATION SCHEME" and comes into effect when the association is incorporated as a company limited by guarantee.

OPENSKILLS LIMITED DIRECTORS REMUNERATION SCHEME

This document sets out the scheme under which past and current Directors are remunerated for their services to the Company.

1. Objective

The objective of this scheme is to compensate past and present Directors for their efforts and to recognize that the results of effort today will be reflected in the success of the Company over many years.

2. The Directors Pool

The Directors Pool will be a fund set aside for the purposes set out in this document. It will comprise two percent (2%) of the total revenue of the Company for each financial year, excluding donations. The contribution to the Directors Pool will be deemed to be made on the last day of the relevant financial year.

3. ENTITLEMENT TO UNITS

3.1 Each Director of the Company will be entitled to one (1) Directors Pool unit (a “Unit”) for each financial year in which he or she serves as a Director for more than 4 months.

3.2 Each Member of the Committee of Openskills Incorporated, the incorporated association, who served as a committee member will be entitled to one (1) (Directors Pool unit (a “Unit”) for each financial year in which he or she served as a committee member for more than 4 months in any financial year.

3.3 Units will be issued on the first day after the end of the relevant financial year and will remain current for a period of 20 financial years from that date unless cancelled earlier in accordance with section 5.

3.4 On expiry or cancellation of a Unit, the entitlement attached to that Unit shall also expire.

3.5 Participation in a subcommittee or as an officer of a subsidiary board or committee does not entitle that member to any Units.

4. Distribution of the Directors Pool

4.1 At the end of each financial year, the Directors Pool for that year is to be divided by the total number of Units current as of the last day of that financial year (the “Reference Date”) to determine a Per-Unit Entitlement. Each Unit holder will be entitled to one Per Unit Entitlement for each Unit held by it as of the Reference Date.

4.2 The Per Unit Entitlements will vest upon acceptance of the accounts of the Company at its annual general meeting and will be distributed promptly thereafter.

5. Cancellation of Units

5.1A Unit may be cancelled prior to the expiry of its term by a Special Resolution of the Company if:

a) The Unit holder is convicted of fraud or any other indictable offence; or

b) The Unit holder resigns or is expelled from the Company

c) the Company otherwise reasonably determines that the Unit holder has acted in a manner prejudicial to the interests and reputation of the Company.

6. Variation to this scheme

This scheme must be ratified by a special resolution of the Company and may not be terminated or modified other than by way of a special resolution of the Company.

7. Defined terms

All capitalised terms in this document have the same meaning as in the Constitution of the Company.


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