Commit 1b61a443 authored by Aaron Wolf's avatar Aaron Wolf

add Bylaws bullets draft file

parent 2828893e
# Snowdrift Bylaws Bullet Points
The following bullet notes are our working draft of points to include in Bylaws
At the end (for now, until Bylaws are in place) we also have notes about items to include in standing rules.
*TODO: separate (A) key structural points from (B) extra concerns we want included*
*TODO: draft email to lawyer etc, get internal feedback and discussion before sending*
## Mission and Values
https://wiki.snowdrift.coop/community/values
https://wiki.snowdrift.coop/about/mission
TODO: Review/update those and write concise versions for inclusion in bylaws
TODO: Speak more to accessibility; consider adding principle to minimize the exclusionary impact of specific technology choice
## Misc notes
- Platform is open to non-members
- We need to allow remote and asynchronous participation
## Co-op Membership
### Eligibility
- Human (not institution, corporate entity, or AI)
- Residing anywhere in the world
- Ongoing patron of the Snowdrift project
- Default contributions determined by crowdmatching
- If the financial burden grows to exclude some potential members, the Board shall determine alternative contribution requirements
OPEN QUESTIONS: How do we safeguard governance against brigading / hostile takeover by persons not interested in the Mission? Does it make sense to have a waiting period for new members?
OPEN QUESTIONS: Do we specify a member agreement, commitment to advance the Snowdrift mission? Who would have power to change the agreement?
### Membership rights
- Elect and recall Representatives to Board
- Propose amendments to Bylaws and Articles of Incorporation
- Submit petitions for special meetings or elections
- Serve on committees chartered by Board
- Obtain information about co-op not subject to privacy or confidentiality concerns
- OPEN QUESTION: How should recall work in practice?
### Suspension or termination of membership
- *Presumed boilerplate: termination for violation of policies etc. OPEN QUESTION: process for this?*
- Members can voluntarily end their membership at any time. No refunds.
OPEN QUESTION: How do we safeguard members against attempts by the Board (such as standing-rules changes) designed to exclude them?
## General Member Meetings and votes
- Annual meetings and other decision-making meetings are online
- Besides annual member meetings, special meetings/elections may be called by Board or by membership and must take place within 21 to 90 days
- *Q: What quorums for membership meeting participation or for voting?*
- *Q: How do we facilitate asynchronous meeting participation?*
### Notices
- At least 21 days before any membership meeting or vote
- include instructions on remote attendance
- announce prominently on website, also directly to members via agreed upon communications method, and by other means
### General Member Voting
- Use a preferential voting method that allows (but does not require) voters to express preferences across all candidates
- *OPEN QUESTION: method must consider all marked preferences in determining the outcome*
- use proportional representation for elections with multiple open seats with the same designation
- *OPEN QUESTION: requirements for voting tools? (A) will they work as we require (esp PR complexity)? practical fallback? (B) specify criteria we want tools to meet (auditability, FLO, etc)*
- *OPEN QUESTION: Voting method idea for yes/no measures: a sliding scale (weakly/strongly/very-strongly approve/disapprove); want both high level of support and high portion of support (e.g. high percentage of overall support but even higher percentage at least at weakly disapprove; maybe using averages etc)*
- *Q: specify open voting time-frame in Bylaws?*
## Board of Representatives
### Board Elections
- Any member in good standing age 16 or older can be a Board candidate
- *Q: we must have at least one age 18 or older, right?*
- Any member can nominate self or other; nominees must accept
- Some presentation-of-candidacy requirement; disclosure of COIs with vetting by Board for privacy reasons
- To meet diversity objectives, the Board may label designated seats
- Such labels do not affect eligibility of candidates, but candidates must specify if they are running for such seats
- All candidates for such seats shall also be included in the pool for at-large seats
### Board Composition
- 7 Representatives
- Defer to the legal requirements on officers, would like to allow officers to not necessarily be representatives on the Board
### Representative term lengths and limits
- Three year terms in staggered cycles
- No Rep may serve more than two consecutive terms unless there are no other candidates
### Board Vacancies
- Irregular vacancies filled at next regular election. The Board may appoint an interim member to serve until the election.
- Reps may be recalled by ballot measure, with or without cause
- *Q: What threshold for recall vote?*
### Board Meetings
- Minimum one synchronous Board meeting per year
- Attendance may be by remote communication
- Quorum is 5 Representatives
- Additional discussions and decisions may be synchronous or via an agreed-upon asynchronous discussion/voting tool
- Special meeting may be called by any two Representatives
### Board Decision Making
- Standing rules prioritize facilitated consensus-based decision-making with a fallback procedure
OPEN QUESTION: Can we allow later asynchronous participation/votes after a synchronous Board meeting? We would like to do this, in order to ensure that absent minorities cannot be excluded by a quorum.
OPEN QUESTION: Public comment period (how long?) for certain decisions?
### Board Responsibilities
- hire/fire General Manager or emergency staff
- Charter committees
- uphold Bylaws, mission, and values
- Address comments and concerns from members, stakeholders, and outside parties
- Keep all policies up to date
- Set the date/time of annual meeting and schedule other regularly occurring membership meetings
### Conflicts of Interest
- Representatives shall disclose conflicts of interest
- Remaining Reps decide what action to take
### Board Compensation
- No compensation for Representatives, but reimbursement of expenses is okay
## Surplus Allocations
- All funds shall serve the mission, including:
- capital improvements
- increasing reserves
- contributions to upstream projects
- reducing membership fees
- etc.
## Amendment and Reorganization
- Should be easy to make changes that have no opposition
- Requires both supermajority vote of membership and higher-than-normal quorum
- If vote shows a strongly opposed minority (how defined?), require a second later vote to affirm the initial one (after a required reconciliation, discussion process?)
## Legal Boilerplate as Required
- e.g., severability, indemnity, as advised by legal
---
## Standing rules stuff for later (not for Bylaws)
- Emergencies that must be acted on sooner than 21 days may be finalized without assent of absent directors
- Who decides what's an emergency? Facilitator?
- Fair treatment and compensation of workers - rules and procedures for management
### Fallback voting etc
- Decisions by facilitated consensus
- Prefer that Board appoints/hires outside neutral facilitator, not a rep?
- Failure of absent director to register opinion within 21 days authorizes remaining members to finalize decisio
- Facilitator may call for fallback vote
- Fallback required if absent Director registers block within 3 days
- Representative may block vote given concerns about violation of co-op principles, bylaws, or laws.
- Blocking rep must form reconciliation committee and attend at least one meeting (details about committee?)
- If reconciliation committee reaches consensus, proposal returns to board. Amendments may be proposed but can be rejected by any member of the committee. If proposal called fallback vote, it cannot be blocked.
- If reconciliation committee cannot reach consensus proposal is provisionally blocked. For block to become final, rep must post public written reason for their blocking within 3 days of final committee meeting. If not, original proposal returns to board and may not be blocked again.
- Fallback vote on approval scale (6-point) like ballot measures, high mean / median required (e.g. 4)
----
## Resources
Wording to consider from Fairshares:
General Meetings can take place through an online collaborative decision-making platform using technology agreed by members. General Meetings may be held in public, broadcast live, recorded and the records of such meetings can be made available to the public.
[they say gen meeting quorum is min. 3 members and 50% for <10 total members, 40% for >50, and 30% for 10-50.]
### Some key governance questions
- how are decisions made and communicated?
- how is conflict resolved?
- how are conflicts of interest handled?
- who are our leaders, and how are they selected, evaluated, and held accountable?
- how is community membership decided?
- how are tasks tracked and delegated?
- what is our mission, vision and how are we planning to achieve that?
- what are our values and are we living up to them?
- what is our reputation within our own community and outside of it?
- do ensure we have the resources we need to carry out our mission both in the short-term and the long-term?
- how are we developing our community members and leaders?
- are we serving our mission or just ourselves?
- are we in compliance with with local laws? are we up to date on our taxes?
- are we doing what our community needs us to do?
- are we hearing all the feedback we need to be? from whom we need to hear it?
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