Round out first draft

www/big-picture/operating-agreement.spt

@@ -7,18 +7,18 @@ Gratipay, LLC is a worker-owned cooperative, organized under and subject to the
 laws of the Commonwealth of Pennsylvania in the United States of America. In
 this document, “Gratipay,” “the company,” and
 “the cooperative” refer to Gratipay, LLC. This is the operating
-agreement that defines how the members of Gratipay govern the cooperative,
-manage its money, and share its profits and losses.
+agreement that defines how the members of Gratipay govern the cooperative.
 
 
 ## Basic Definitions
 
 A cooperative is a democratically governed, for-profit company. Non-cooperative
 companies weight power by equity, one vote per share. Cooperatives distribute
-power according to the fundamental equality of all individuals, “one
-member, one vote.” Gratipay subscribes to the [principles and values of
-the cooperative movement](./values), and intends for this operating agreement
-to be consistent with those values.
+power according to the fundamental equality of all natural persons (also called
+“individuals” in this document), “one member, one
+vote.” Gratipay subscribes to the [principles and values of the
+cooperative movement](./values), and intends for this operating agreement to be
+consistent with those values.
 
 An LLC is a Limited Liability Company, a flexible legal structure that protects
 its owners from legal liability, while avoiding the double-taxation that comes
@@ -34,12 +34,11 @@ cooperative.
 
 ## Membership
 
-Gratipay members are natural persons (also called “individuals” in
-this document). All Gratipay members share in both the work of the cooperative
-and its profits and loses (“active” members), as opposed to only
-sharing in the profits and losses without sharing in the work
-(“passive” members). Gratipay is member-managed, not
-manager-managed. Gratipay members are not employees. Members may bind the
+Gratipay members are individuals. They share in both the work of the
+cooperative and its profits and loses (they are “active” members),
+as opposed to only sharing in the profits and losses without sharing in the
+work (they are not “passive” members). Gratipay is member-managed,
+not manager-managed. Gratipay members are not employees. Members may bind the
 company.
 
 Gratipay invites new members by a vote of 75% of the existing membership on a
@@ -55,9 +54,9 @@ member against their will for any reason at any time, by a vote of 75% of the
 remaining membership. Gratipay automatically and immediately removes a member
 (no vote required) if they:
 
-- abstain from three votes in a row,
+- are absent from three votes in a row,
 - access a system without permission,
-- spend money without authorization, or
+- spend beyond their allowance, or
 - violate the [code of conduct](../howto/behave-well).
 
 Gratipay may reinvite any individual at any time, but a proposal to reinvite
@@ -85,24 +84,27 @@ is:
 - seven if there are at least seven but fewer than 35 members, and
 - 20% (rounded down) if there are 35 or more members.
 
+If there is not consensus on a call to vote, then any member may call for a vote
+to call a vote. The call to call is open for 24 hours and requires 75% to pass.
+
 Members cast votes using comments and/or reactions on GitHub issues. Any member
 may count the vote and publish their count. The final count is by consensus of
 those members who publish a count within the first 24 hours after voting
 closes.
 
 The following decisions always require a vote with a two-week voting period and
-75% needed to pass:
+75% in favor to pass:
 
 - adding a member,
 - removing a member against their will,
 - changing [the big picture](./),
 - selling or dissolving Gratipay, and
 - accepting outside financing.
 
-Gratipay is open-source software. In the case of irreconcilable conflict,
+Gratipay software is open source. In the case of irreconcilable conflict,
 members in the minority have the option to fork.
 
-Gratipay maintains a record of it decisions using [GitHub
+Gratipay maintains a record of it decisions in [GitHub
 issues](https://github.com/search?q=user%3Agratipay&type=Issues).
 
 
@@ -123,32 +125,39 @@ ticket](https://github.com/gratipay/inside.gratipay.com/issues?q=label%3AOnboard
 
 ## Money
 
-guaranteed payments, retained earnings, profit distributions
-
-twyw for all, ya?
-
-Members are entitled to a debit card, and are authorized to spend up to an
-equal share of Gratipay's operating cash in a given calendar month, based on
-the account balance and the number of members at the end of the previous month.
-For example, if at the end of April the account balance is $10,000 and the
-number of members is eight, then each member is authorized to spend up to
-$1,250 in May. As discussed above, all members have access to Gratipay's
-financial statements to inform their decision-making.
-
-All expenses must be authorized by one or more members. If authorized by more
-than one member then expenses count against their monthly allocation in a ratio
-determined by consensus of the members involved. So, for example, a bill for
-$100 might be authorized by three members at 50%, 30%, and 20%, so that their
-monthly allocations would .
-
-
-### Profits and Losses
-
-capital contributions, capital accounts
-guaranteed payments, retained earnings, profit distributions
-
-twyw for all, ya?
-
-### Records.
-
-Gratipay maintains financial records in GitHub and on Inside Gratipay.
+Gratipay makes guaranteed payments to its members on a weekly basis, using the
+same “take-what-you-want” (“twyw”) system by which it
+also distributes money to certain of its independent contractors. This system
+is integrated into the Gratipay.com website.
+
+At the end of Gratipay's fiscal year, which runs from June 1 through May 31,
+Gratipay's profits or losses are allocated to each member's capital account
+based on the amount of time they were a member during the preceding year. When
+Gratipay removes a member, the balance in their capital account is allocated to
+each remaining member's capital account in the same fashion. Gratipay retains
+all earnings. Gratipay does not distribute profits apart from guaranteed
+payments.
+
+Members are entitled to a debit card, with which they are allowed to spend up
+to an equal share of Gratipay's operating cash in a given calendar month, based
+on the account balance and the number of members at the end of the previous
+month. Members have no allowance in their first month. For example, if at the
+end of April the account balance is $10,000 and the number of members is eight,
+then each member is authorized to spend up to $1,250 in May.
+
+All expenses are authorized by one or more members, and authorized expenses go
+against each member's monthly allowance. By default, the member whose card is
+used authorizes the expense. Even when charged to a single card, multiple
+members may co-authorize an expense. The expense counts against their total
+monthly allowance in a ratio determined by consensus of the members involved.
+So, for example, payment of an invoice for $200 might be authorized by three
+members at 50%, 30%, and 20%, so that their available monthly allowance would
+decrease by $100, $60, and $40 respectively.
+
+Gratipay maintains financial records [on GitHub](/appendices/finances).
+
+
+## Details
+
+This document constitutes the entire agreement between Gratipay and its
+members. Members may not sell or transfer their membership.