First draft MOU from Robbie Stamp of Not panicking Ltd to David Bovill. Currently AI summarised from audio note (see below).
https://david.vision.fish/assets/mou-rs-db/Voice%20Memo.m4a Robbie first draft of MOU (RS-DB).
mou-rs-db
Ai Transcript
This transcript records an in-depth conversation concerning the basis for a Memorandum of Understanding (MOU) between Not Panicking Ltd and David Bovill. Not Panicking Limited currently holds all rights related to the real-world guidance and creative legacy of the Hitchhiker's Guide to the Galaxy, including characters, concepts, and the website H2G2.com. The company is jointly owned by Brian Larmer and Robbie Stamp.
The current objective is to establish the world’s largest digital, mutually owned society, leveraging the convening power of the Hitchhiker’s Guide brand. The mutual society will aim to create social and economic value without enriching a small group of rights holders at the expense of all contributors.
> Structure and Planned Activities
# The Mutual Society Model Not Panicking Limited intends to: - Transition its rights and assets (including intellectual property and digital goods) into a new mutual society, with community-based, perpetual ownership. Details such as the inclusion of a "golden share" to prevent external sale or hostile takeover remain under discussion. - Develop an operational and legal structure that ensures continued community benefit, rather than private profit, and prevents hereditary succession of royalties—a step exemplifying the principles of mutualism.
# Strategic Phases and Parallel Strands Two main activity strands are underway: 1. **Fellowship Programme:** Seven fellows (including David) will be appointed and funded to research and draft foundational documents relating to economic value creation, constitutions, and digital policy, culminating in the society's Constitution. 2. **Society Governance:** Overarching leadership and creative direction will be provided by a 'Vision Fish' team—a kind of super-board, to ensure ongoing alignment with founding principles and mission. Upon ratification of the constitution and formation of the mutual society, all current rights held by Not Panicking Limited will be transferred to the new entity.
> Economic Model and Value Distribution ### Rights Holders’ Earn-Outs and Community Share A key point of discussion is how value accrues to existing rights holders (Brian, Robbie, David) and how it is distributed once the mutual is operational. - Previously, a notional cap of £4.2 million each for Brian and Robbie (reference to "42" as a nod to the Guide’s lore) was suggested. - David has advocated a fair, dynamically calculated share for himself, proportional to his actual contributions, evaluated by frameworks like Slicing the Pie or Dynamic Equity Split. This considers his work from the moment he joined the Universal Credit-linked project full-time. - For example: If David's efforts are estimated at the equivalent of £120,000, he would be entitled to a lower effective return, perhaps £60,000, reflecting the difference between sweat equity and cash. - The principle is that, once a participant’s “earn-out” cap is reached, any additional share either ceases or is redirected into a charitable or foundation fund, cementing the mutual not-for-profit ethos.
### Cadence of Payouts and Structure Evolution - In the initial pre-membership phase (during which the constitution and foundational work are underway), compensation to founders and contributors will occur only as fixed fees for services rendered (e.g., Brian’s £42,000 per annum as chair of Vision Fish). - Royalties and tithes (a preset percentage of revenue) to rights holders and contributors will only begin after the mutual society is live and generating revenue through things like memberships or services. - By design, this prevents early-stage depletion of resources, thereby protecting the society during its vulnerable formative period.
### Foundation and Legacy - Discussion explored whether any residual recurring percentage (e.g., 0.42%) should be kept by individuals or pooled into a foundation for public benefit. - There is a commitment that no commercial royalties will be bequeathed to heirs; future generations may only administrate community assets, not privately inherit perpetual profit streams.
> Specific Roles and Fellowship Structure
### David’s Fellowship and Vision Fish Role David’s required clarity on his potential roles: 1. **Fellowship:** David will be one of the first priority fellows (part of the 'towel team'?), responsible for creative direction and cross-project synthesis. The plan envisions seven core fellows plus possible named others (Yvette, Gustaf). - His role as 'creative director' (or a similar title) involves weaving together the various themes and outputs of all fellows, ensuring coherence and unity of purpose, akin to a festival director curating an overarching theme. - Year one’s theme is constitutional development; David’s input would anchor yearly focuses and their communication. 2. **Vision Fish:** David is envisioned as a core member of Vision Fish, the main strategic and final decision-making body of the society—effectively an executive board with both operational and advisory responsibilities. - Initially, Vision Fish non-executive (advisory) directorships will be unpaid, but future compensation is possible as the society matures.
### Evolution of Responsibilities and Safeguards - There was concern from David about the risk of his meta, synthesising role becoming too abstract and thus undervalued or sidelined over time. The response was assurance that the system will specifically safeguard this by keeping responsibilities and reward structures under regular review, and ensuring ongoing, meaningful participation. - David will have opportunities to transition into more concrete operational roles if desired, with remuneration mechanisms already structured for such scenarios.
## Governance, Succession, and Ritual - Vision Fish will function as both the board and the highest court of appeal for dispute resolution, embracing the principle of subsidiarity but reserving ultimate decision power in rare, complex cases. - The society will institutionalise ritual and humour (e.g., ceremonial dressing gowns for Vision Fish meetings) as a deliberate part of the community's culture, referencing the Guide’s irreverent spirit. - A critical design consideration is to preserve the essential, big-picture creative leadership function as an explicit, indispensable element of the organisation.
## Conclusion The discussion ends with mutual agreement to convert these points into a formal document (with help from "Marvin," presumably referencing the Guide’s renowned robot). Both parties express their intention to create a system where foundational contributors are fairly rewarded, the mutual ethos prevails, and key creative functions are protected as the society grows and evolves.