104 replies to this topic

[mcanerin]

Speaking personally, I could see local chapters as a very viable option, if not the preferred one. It would deal with the issue of local legal compliance and taxation, for one.

No matter what happens, there will be issues that need to be addressed. These are some off the top of my head. I've worked for several multinationals at the executive/managerial/legal level and I've seen some of this issues up close and VERY personal (in one case partially resulting in a suicide).

1. SEMPO needs to be SEMPO. Local chapters can't be allowed to "go rogue" and through infighting, politics and poor management ruin the SEMPO name - there should be continuity in policy wherever SEMPO interfaces with the public. Behind the scenes things can be different, but the "public face" should be the same. Otherwise, why call it SEMPO? What if a local chapter gets "taken over" by a small group of related companies who then try to freeze out competitors? Who stops them, and under what ruleset? This actually happens. I had to shut down an entire division once over it. In Switzerland, of all places. We were able to do it because the main company was a majority shareholder. In Belgium, we could not do anything except actually sue them over misuse of our trademark, since some idiot let the local chapter directors have 75% of the shares in order to "promote local control", and in this case, allow payments (it was a for-profit company). I don't think it's solved to this day.

2. The issues concerning the SEMPO setup currently will potentially be multiplied exponentially with each chapter - care and control in setup is critical. What bylaws and constitution are to be used? Different for every area? Why? Why not? Which website gets used? Who is responsible for the content?

3. Control = Responsibility, and vice versa. You can't hold someone (or some group) responsible for issues but not give them control over addressing them or fixing them - no sacrificial lambs. mutandis mutani, you can't give someone control over something but not hold them responsible for their actions. This is common in some large corporations where certain managers will insist on controlling things but will not accept blame or responsibility if something goes wrong. It doesn't work that way. If a local chapter has control over something, then these people (and specifically the directors) are legally and personally liable for those issues. SEMPO, like almost all corporations, has directors insurance (otherwise you would never get a director with any intelligence or experience to take the position). Local ones need it too. I'm not certain how it would work with a system where everything was voted on by members - I suspect the members who voted could be personally liable (as in sued for your house, car, etc) unless they were insured somehow. Doubtless this is addressed in countries where this is common, but it's an issue. If a director makes a decision in SEMPO, they are covered with directors insurance. If a director abdicates their responsibility, they are STILL liable under US law. That's what a director is. Is a member who votes liable? Why or Why not? You should be held responsible for your own actions, don’t you think? If a member votes on something that they don’t know anything about, are they negligent, legally? Not if the final decision is made by a director. But what if there are no directors, or the directors don’t have final say? It’s perfectly possible for a US citizen to sue a foreign organization, and vice versa, for example. Who pays for directors insurance?

4. Who would decide how many members in an area justify a local chapter? I'm assuming SEMPO would cover costs. If there is only one Canadian in SEMPO (for example) could I set up a chapter and get funding? How much funding? Enough that I don't need my regular job? Or should the director be totally independent and paid? There are currently 193 countries in the world, if only half want their own local chapter (at SEMPO expense) that would be roughly $5 million per year in executive directors salary alone (assuming a modest 50k/year). That doesn't include any other expenses (like insurance). Some would argue that you need a certain critical mass of paying members in order to form a chapter, others will argue that since it's SEMPO's job to promote the industry, not the members, the areas with lots of members should not get local chapters because SEM is already well represented. Who is right?

Or maybe the local chapters would not be full NPO's - but in that case what would they be? And who pays? The local members? Why? We are not supposed to be promoting ANY member, so why would they pay? Shouldn't their dues to SEMPO cover it? What if SEMPO only has money for one chapter at the time and two want to start up? Who gets priority and why? Since the funds will be coming from the main SEMPO organization, Shouldn’t I get a vote on whether or not there should even BE a SEMPO UK? What if I felt that money could be better used to promote the industry as a whole, instead of (lets face it) a competing nation? Why should my dues support some other locality? Why shouldn’t it? Who decides?

What if some local members decide that, for example, SEMPO UK is too full of those darn English and decides they need a SEMPO Wales? If there is already a local chapter, can you create another one? Why? Why not? Who pays? Can I start a Calgary chapter? Why does it have to be on a country level? Why does it have to be geographic based at all? What if someone wants to create a gay and lesbian SEMPO? A Christian one? Why or why not? If I identify with a group more than a country, why shouldn't I have a chapter that speaks to me? Who decides where to draw the line? Who pays?

5. What representation would a local chapter have in the main SEMPO? None (just a group of like-minded people) or a BOD position? Why? Who picks the director? What if no one else on the planet can work with the director a local chapter picks? This can happen readily when a local chapter is controlled by a single group.

If I wanted to, I could buy control of SEMPO right now - start up 300+ partnerships, corporations and "one man shops" pay 90k in dues and basically get control of a multimillion dollar budget. How do you stop that? I've been involved in 3 hostile takeovers - 2 on the receiving side - it's not fun. Taking over a local chapter would be child’s play for me. I'm not the only person in the world with this type of experience. What are the rules about that? How do you stop one person from effectively controlling a huge number of votes? What if I have 300 employees and they all have (company-paid) memberships?

In a pure democratic system, I could easily implement a “tyranny of the majority” single handedly. There are millions of dollars involved - it could be worth it. The check to a pure democracy is a constitution, or some sort of ability to override the majority if necessary in order to protect the rights of the minorities. Who sets that up and what does it look like? Or does it matter? Some countries are highly homogeneous and don't really need to deal with this too much. Countries with high levels of heterogeneity have been dealing with these issues for many years.

Who is allowed to vote? Anyone who is a member? What if I wanted to vote on a proposal in the UK chapter because it would affect the Canadian side of things? Can I? Why or why not - I paid my damn dues, I should be able to have a say on anything that affects me, and if that means that proposals or advertising that make the UK SEM market stronger at the expense of the Canadian one affect me and I should be allowed to vote them down. It's a global market, not a local one. True or not true?

What defines "local"? If I think that I like the rules or people over at SEMPO Japan more than SEMPO Canada, can I join the Japanese one? Why or Why not? What if I'm based in Canada but my primary clients are in Asia? Can I join multiple chapters? Do I pay dues to each one, or does my single membership fee cover it? Why or why not?

6. What type of organization will the local chapters be? What if my jurisdiction doesn't allow non-profit trade groups? What if religious or charitable groups is all that’s allowed? Now I have a for-profit organization? Can I start promoting the members and selling links? It's perfectly legal. Why couldn't I? I'll be you if I had a vote of the local members they'd vote yes. Can we? Would it still be SEMPO? What if local laws also state that in order to be a local NPO the shares and control have to be totally local? What recourse would SEMPO have to stop it? I've been down this road personally.

This was just off the top of my head. If someone is thinking that they can just throw something together and everything will be fine, I strongly suggest they take a hard look at all the SEMPO threads on what can go wrong with that plan. It's pretty tough dealing with one organization. Honestly, my suggestion would be to wait until SEMPO itself is running well and properly set up, then use that as a template for local chapters, or skip the whole thing and just stick with committees and SIGS.

It can be done. The question is, should it? The answer to many of my questions above may boil down to "who pays”?

Just some personal thoughts,

Ian

[Randy]

Very well put Ian.

[Jill]

You know, I think what SEMPO and it's missteps have taught us (or at least me) is that forming an industry organization is serious business and should be treated that way from the start.

It's not the same thing as just deciding for example that you want to start a forum, or even not the same thing is starting a new company. It's serious business that needs knowledgeable people (in regards to running an org) and it can't really and truly be done right on a volunteer basis.

I do have to wonder how all the other orgs out there got started though. Was it an uphill battle every time? Or was more research, thought and preparation put into them than SEMPO did?

Good lessons for everyone here. Don't just go starting a non-profit organization unless you know what the heck you are doing, as opposed to just thinking you do.

[rustybrick]

Jill, always looking at the good side of things.

[Jill]

Well maybe not the "good side" but I am always trying to learn from what happens around me.

[OldWelshGuy]

No experience in life is wasted provide we learn from it!

[Mikkel deMib Svendsen]

Ian, I think you miss a very important point: SEMPO is not a business - it is an organisation and from my experience this is totally different in most matters.

However, I am glad to get these views out in the open because it definately makes it easier for me to forget about SEMPO - and it surely makes it increadible easy to convince people here in Scandinavia not support SEMPO. I am sorry Ian, but this is just very, very far from the way Scandinavians (probably even more - I just know Scandinavians the best) usually build organisations like SEMPO. If you really think you can "sell" that project here, please go head. Good luck

[scolling]

.. and it surely makes it increadible easy to convince people here in Scandinavia not support SEMPO. ... ...  ...  If you really think you can "sell" that project here, please go head. Good luck

I think it would be unrealistic to expect everyone to support a new organisation, particularly at the early stages - let's face it Governments, including the Scandinavian ones, have been going for a very long time and they always have dissenting voices who disagree with what they do, how they do it and even why they do it.

If SEMPO achieves its goal it should be of benefit to everyone, whether they support it or not, I guess time will tell.

.. but then I guess that that won't be definative either as there will be some people who will disagree about the type of clock used to measure the time, another group who will argue that the measurements aren't the right ones, and some saying it's a great success - and who's to say who is right?

(edit - this isn't meant to sound as if I'm getting at anyone - it's just meant to be an illustration of the diversity of opinions and paradigms people have about everything)

S

Edited by scolling, 13 September 2004 - 04:00 PM.

[BrianR]

A question and a thought. First, the question:

Mikkel - can I ask you a question, please? Do you envisage 'SEMPO Scandinavia' as a local chapter separate from 'SEMPO Europe'??(and Europe with or without the UK, if it makes any difference to your answer)

And now the comment:

Perhaps we can learn from other marketing organisations that have gone before us. For instance, am I right in thinking the the US DMA (Direct Marketing Association) is a completely separate entity to the UK DMA??

And linked to that:

If local chapters are the way to go (and that seems to be the way the wind is blowing at the moment), and if the UK becomes a local chapter, then there is a type of limited company called a 'Company Limited By Guarantee' that may make a good vehicle for the organisation - subject, of course, to local legal advice.

BrianR

[mcanerin]

Since this keeps coming back to Scandinavia I did a bit of research in order to make sure I wasn't making assumptions. Apparently I was, and so is Mikkel. Maybe this will help straighten things out, since I have nothing but respect for him and his contributions to SEO/SEM.

The best resource I found was this one written for John Hopkins University, detailing how non-profits in Scandinavia were different from those elsewhere:

http://www.jhu.edu/~.../pdf/sweden.pdf

This paper was written by Tommy Lundström (Sköndalsinstitutet) and Filip Wijkström ( Stockholm School of Economics ) and was an excellent introduction, as it was written by Swedes with an eye to educating Americans on the differences between non-profits in their respective areas.

Some interesting quotes:

In contrast to other countries, however, the Swedish nonprofit sector developed less in the fields of health and social services, and more in the areas of culture, leisure, and advocacy.

The history of the nonprofit sector in Sweden is largely one of its relation to the state. State-nonprofit relations are of vital importance, not only for the last 50 years, the era of the Swedish welfare state, but even as early as the 16th century. The key position of the popular mass movements, with their emphasis on membership, activism, and democratic decision-making is another important element of the sector's history

The two main types of nonprofit organizations in Sweden are the nonprofit association (ideell förening) and the foundation (stiftelse). There is no specific legislation on these two legal entities and neither is well-defined, but the distinction between association (förening) and foundation (stiftelse) is crucial. Other concepts that are important in defining the sector are the notion of membership, and the orientation toward the public good. An interesting and somewhat unique characteristic is the ambivalent stance of Swedish society towards the idea of charity. Finally, there are no direct counterparts in Swedish to the British and American concepts of the nonprofit sector.

Emphasis mine. It appears we may not be even speaking the same language here.

From my current understanding, the British/US concept of a non-profit is based on a Capitalist/Church background, whereas the Scandinavian one is based on a Welfare State/Union one. No wonder there is confusion. They are coming from completely different positions - almost polar opposites.

Ian

[sweepthelegnate]

If you really think you can "sell" that project here, please go head. Good luck

I really don't think Ian is trying to "sell" sempo to anyone...in fact, I've never even seen him mention that he was even a member in any forum, until it came out that he was the one doing the legal review....I can't even find on his website anywhere where he mentions belonging to the organization...

I don't regard Ian's personal opinions that he has posted here as promoting sempo, he just seems to me to be pointing out the sides of the argument that people keep trying to skip over to prove their own points...

Although, the fact that Ian is a member does give the organization additional credibility in my eyes...

[Bill Slawski]

Speaking personally, I could see local chapters as a very viable option, if not the preferred one. It would deal with the issue of local legal compliance and taxation, for one.

That's one option, but another one, which has been adopted by some Delaware 501( c )(6) nonprofits is to break a representation for an organization down into regions and have directors elected from those regions. That would help guarantee that an international organization had representation from all of the members.

That would overcome the problems with different nations' laws interpreting a nonprofit differently.

What if a local chapter gets "taken over" by a small group of related companies who then try to freeze out competitors?

The nonprofit status and purpose of the organization limits the activities of an organization like SEMPO, but if the mission of SEMPO is to promote the whole industry, then attempts to freeze out competitors might be a reason to remove directors and even remove members if necessary. Reasons for doing so could be spelled out in the by-laws. A "compliance commitee" could be put into place to keep an eye out for that type of activity, in addition to promoting financial responsibility for the organization, and inform the directors.

2. The issues concerning the SEMPO setup currently will potentially be multiplied exponentially with each chapter - care and control in setup is critical. What bylaws and constitution are to be used? Different for every area? Why? Why not? Which website gets used? Who is responsible for the content?

There are some nice benefits to Delaware's laws regarding electronic meetings for members, and for directors, and it's possible to hold an annual meeting electronically if necessary. Having Directors able to meet by teleconference or webconference is something that isn't possible under the laws of a lot of jurisdictions. Chances are good that most people will prefer an annual meeting in person, but if SEMPO is to be an international organization, it pays to look carefully at what's possible now, and see the value in it.

If a member votes on something that they don’t know anything about, are they negligent, legally? Not if the final decision is made by a director.

We're sort of moving into murky legal areas here with this argument about director's insurance. It is possible for a director to be found in breech of a duty of loyalty, care, obedience, or of making sure that the other directors and executives are doing the things they are supposed to be doing. I'd recommend that anyone acting as a director for an organization explore their responsibilities as a director, and get independent counsel to help them with it.

Who would decide how many members in an area justify a local chapter? I'm assuming SEMPO would cover costs.

Again, I'm not necessarily into the idea of local chapters, but rather representation on the board from directors voted upon in different regions. But even my suggestion raises some important things to consider. One is how those regions are chosen, and how many people should be in a region before they are given the chance to vote on directors. That might be something that a committee should discuss with opportunities for input from the membership as a whole.

With as small a membership as SEMPO has, one of its primary goals should be to get more members. Perhaps that should be its most important goal at this point. From what I've read, SEMPO has now made that a secondary priority and is moving on to promoting the industry. Yet that promotion has the appearance of being aimed at high paying clients for the benefit of members and not the industry as a whole. I'd suggest that shift in focus might have been made way too soon. Maybe with a revised set of bylaws, the organization can start focusing again upon adding to their membership.

Maybe in addition to revising the bylaws, the organization could work upon a communication plan with the involvement of the membership.

I'm not a member of SEMPO, and I'm not a member of the election committee, and I'm just observing from the sidelines. I don't mean to pick on you Ian, but you brought a parade of horribles to the forum in your post rather than discussing positive ways in which the organization could possibly meet its goals and I felt compelled to try to offer an alternative and something positive.

I think that there are a lot of people who could get something positive out of SEMPO if it moved in the direction that its mission statement claims for it. A lot of missteps appear to have been taken. But, instead of being defensive about it, how about trying to move forward?

[mcanerin]

Great post Bill!

You are right - I did try to outline worst case scenario as a counterpoint to what I've been seeing recently. You CAN start your own (that's how SEMPO started) but my point is that anyone who thinks starting their own group will be any easier than working within SEMPO hasn't been paying attention recently. There is absolutely no guarantee that anyone starting a local chapter (or new organization) will do better or worse that what we have right now.

I would like to see these issues dealt with within SEMPO as well. I believe local SIGs or committees combined with regional representation at the BOD level would make a lot of sense, personally.

I would also like to see a set policy for the creation of committees and SIGs, as that would make things easier (and clearer) for everyone. Of course, the law firm will have to finish revising the bylaws in order to that to happen, I think.

Ian

PS right now I'm just speaking as me, not in any official capacity (not that I have any).

[Bill Slawski]

Thanks, Ian.

I'm glad that you took my post in the spirit in which it was intended.

I do want to go back to something I wrote and clarify it a little. I wrote:

Again, I'm not necessarily into the idea of local chapters, but rather representation on the board from directors voted upon in different regions.

I didn't mean that local chapters were a bad idea, or that Special Interest Groups wouldn't be a good idea. Having a local structure in place that would allow different regions to elect their directors, have their own meetings, host meetings on behalf of the region for the full membership, and address local concerns is very important.

I suspect the best way to figure out how to make that work would be with involvement with all of the members. I don't know where SEMPO will go, but I hope that they keep in mind that effective communication isn't just making sure their members are informed, but also giving them the chance to be listened to.

[bethabernathy]

I was wondering if the Sempo UK meeting was held on 9/13 as indicated in their newsletter? If so, does anyone have the minutes?