Charter for Mind over Machine

"Charter for a regenerative software development community"

Our Purpose

“Mind over Machine” is a commercial foundation with Regenerative Software Development as its focal point.

Our purpose is:

To support regenerative software development as a body of knowledge, practice, discipline and culture
To operate as an open Community of Practice with a focus on the execution of regenerative software development, which includes all stakeholders
To develop knowledge and methodology in socio-technological transitions that can lead to a regenerative software development practice
To contribute to humanity’s cultural heritage through facilitating, supporting and developing open-source software
To demonstrate that ethical and transformative leadership in software development contributes positively to both people and the World, and is economically viable

Our activities are organised around three pillars:

A think-tank that explores, monitors, analyses and documents digital ethics and socio-technological systems and their impact on people and the World
A laboratory that delivers services, consultancy and implementation of regenerative software development
A Community of Practice¹ through which we facilitate the exchange of knowledge and amplify impact on practice, culture and education.

Non-Profit Commercial Foundation

Our formal registration is as a commercial foundation in Denmark. This implies that we are self-owned and follow the rules for foundation taxation. There is therefore no company or single individual who receives dividends from a surplus. A positive result for the year is distributed in accordance with our statutes, as described below.

Democratic Governance

Supreme authority: The General Assembly; employees, clients, fellows, volunteers, interns, freelancers, contributors, representatives from the Community of Practice.
Visionary leadership: The Board, composed as described in the statutes and approved by the General Assembly.
Strategic leadership: The Executive Management
Tactical execution: Employees, Fellows and freelancers.

The General Assembly owns and safeguards the statutes and approves the Board. The Board operates within the framework of the statutes and bears overall responsibility for ensuring that the foundation remains true to its purpose and principles. The Executive Management has day-to-day responsibility for steering the foundation in the strategic direction in accordance with the statutes and the Board’s vision. Employees, fellows and freelancers are responsible for carrying out the work necessary to realise the foundation’s purpose, under the leadership of the Executive Management.

The General Assembly

The right to attend General Assemblies is defined by various roles:

1. Employees

Employees have full participation at the General Assembly

2. Freelancers, interns and volunteers

Freelancers carrying out contract work, interns attached to the foundation through an educational programme, and volunteers assisting in the foundation’s work are invited to the General Assembly and have the right to speak.
Voting rights are obtained if a formal working relationship with the foundation has been established under contract for more than 3 consecutive months.

3. Laboratory clients

Organisations and individuals who have taken out membership and paid membership contributions each have one vote at the General Assembly. Membership is valid for 12 months and can be renewed.
Organisations and individuals who have entered into a contract for consultancy services or project collaboration within the 12 months preceding the General Assembly are invited to the General Assembly and have the right to speak. Voting rights are obtained if a formal working relationship with the foundation has been established under contract for more than 3 consecutive months.

4. Contributors and sponsors

Individuals and organisations that within the 12 months preceding the General Assembly have provided financial support in the form of contributions or sponsorship.

Each contributor has 1 vote at the General Assembly

5. Academia

Academic institutions that have an active formalised collaboration with the foundation, e.g. through research, education or joint projects.

Each institution has 1 vote at the General Assembly

6. Fellows

Fellow is the designation for a person who has received special recognition for their contributions to the foundation’s purpose and values. Fellows are elected by the Board based on their significant and sustained contribution to regenerative software development, both within and outside the foundation.

Each Fellow has 1 vote at the General Assembly

Roles, Functions and Salaries Among Employees

The foundation’s employees receive a market-aligned salary, set in relation to how they fulfil their roles and responsibilities. Salaries are structured in levels (currently from 1–6) to ensure fairness and transparency. Within each level there is a salary range, set to ensure that all employees at the same level receive a salary within the same range, without exceptions or individual variations.

The criteria are based on a number of different factors that are the same for everyone at the same level, and which are continuously evaluated through the annual ethical review. These factors include, for example:

Fulfilment of competence and cultural criteria for the given level
Contribution to the foundation’s purpose and values
Feedback from colleagues and management
Results and impact in their role
Engagement in personal and professional development
Collaboration and contribution to their own and others’ success
Ability to engage and inspire others

Not all criteria are necessarily relevant for all levels, and they may vary in weighting depending on the specific role and responsibilities at the given level. Although the criteria may change over time, they are at all times publicly available.

Mentor Programme

We have an internal mentoring programme, where each employee has a mentor who is a more experienced colleague (inspired by senpai-kohai), who can provide guidance and support in relation to their personal and professional development and advancement. The mentor helps the employee understand the criteria for advancement, gives feedback on their performance and contribution, and helps them identify areas for personal and professional development. The mentor also plays an important role in nominating their mentee for advancement when the criteria for the next level are met.

All employees choose their own mentor, and it is part of our culture to encourage cross-functional mentoring arrangements, and to change occasionally so that one can learn from colleagues in different roles and levels. The mentor programme is designed to support the individual employee’s personal and professional development and ensure that they have the necessary support and guidance to advance in their career within the foundation.

Advancement

The criteria for advancing to a higher salary level are clearly defined and communicated to all employees as part of the internal mentor programme. Advancement occurs when the criteria are met, and one is nominated for advancement by their mentor.

Advancement is a recognition of the employee’s development and contribution, and it is designed to motivate and reward them for their effort and engagement in the foundation.

Salaries are transparent — everyone knows what everyone earns
Salary levels have known salary ranges and are designed to ensure equal pay for equal work
Senpai|Kohai mentor programme ensures guidance and support for personal and professional development as well as advancement
Annual review — salary levels evaluated once a year against the market and internal criteria for advancement as part of the annual ethical review
Equal pay: All employees at the same level earn within the same range (no negotiations)

Surplus Distribution and Financial Accountability

Being a non-profit organisation does not mean we cannot earn money or have a surplus. It simply means that we have a different purpose than maximizing profit for owners or shareholders. We have a clear purpose and a clear mission, and our financial activities are designed to support that purpose and mission.

The Board disposes of the foundation’s annual surplus according to the following order of priority:

Upon realisation of a positive contribution margin² higher than a certain threshold, a bonus pool is set aside for distribution among all employees.

Basis: The bonus amounts to between 1% and 8% of the individual employee’s salary paid during the year.
Calculation³: The precise percentage is set by the Board in a direct, linear relationship to the year’s contribution margin ratio.
Purpose: To ensure that employees share in the foundation’s financial success.

The specific distribution is recorded in an internal memo, available to all employees, which describes the bonus scale in detail. In broad terms, the bonus is structured as follows:

Contribution Margin	Bonus (% of annual salary)
Below 10%	0%	No bonus; surplus used for consolidation
10%	1%	Minimum threshold for bonus
More than 10%, less than 40%	Variable	Linear distribution within the interval.
40%	8%	Maximum bonus

From an employee perspective, as someone employed in a traditionally owned company, non-profit is always a condition of employment. Employees do not have a direct financial interest in the company having a surplus, as they do not receive dividends, profit sharing or gain from any potential sale.

It is our view that employees should have a financial interest in the foundation’s success, and that this is an important part of creating a culture where everyone takes ownership and responsibility for the foundation’s results. We have therefore chosen a bonus scheme that ensures employees share in the foundation’s financial success, while maintaining our non-profit status.

What can the bonus be used for?

Employees have full discretion over their bonus and may use it as they wish. A few examples:

Cash payment (taxed as ordinary income)
Pension (may have a tax advantage)
A shared pool for employee benefits or employee activities (employees are effectively only limited by their own creativity and what they can agree upon within applicable legislation)
Further education (beyond what is already part of our programme)
More holiday or reduced working hours — with salary compensation
More time to contribute to open-source projects or other public benefit purposes — during working hours
Donation to charity or other public benefit purposes (can usually be made as a tax-deductible donation)

2. Consolidation and Working Capital

The foundation must ensure its long-term survival and resilience.

Objective: Provisions are made with a view to building up equity capital that can cover between 3 and 6 months of uninterrupted operations.
Priority: The provision is prioritised to ensure stability before the final public benefit distribution.

3. Strategic Reinvestment and Development

Before the final public benefit distribution, the Board has a mandate to reserve funds for initiatives that ensure the foundation’s long-term realisation of purpose and growth.

Use: This includes, for example, the establishment and investment in subsidiaries, strategic projects, project-based employment or necessary modernisation of the foundation’s assets.

4. Public Benefit Distribution

The remaining surplus shall be distributed in full to public benefit purposes in accordance with the foundation’s objects clause.

We use the concept “Community of Practice” as a problem-oriented didactic discipline and operational term, first described by Lave & Wenger. It is not a formal membership organisation, but rather an abstraction over the open and inclusive community we wish to create, which ensures legitimate peripheral participation, where everyone — professionals as well as learners — can participate on their own terms in a master|apprentice relationship, offering a clear path to becoming more involved and taking on more responsibility in the community, if one wishes to do so. ↩
Contribution margin is defined in accordance with an internally recorded instruction, so that contribution margin is not merely an elastic concept. The calculation of the contribution margin is included in the annual ethical review. ↩
The bonus distribution is defined in accordance with an internally recorded instruction, designed to be simple and transparent, without complex calculation models or subjective assessments. The calculation of the bonus distribution is included in the annual ethical review. ↩