Second draft

- fold Details in other sections
- revise vote thresholds
- rewrite Money section for profit/loss based on twyw

www/big-picture/operating-agreement.spt

@@ -7,7 +7,8 @@ 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.
+agreement that defines how the members of Gratipay govern the cooperative, and
+it constitutes the entire agreement between Gratipay and its members.
 
 
 ## Basic Definitions
@@ -27,9 +28,9 @@ with other corporate structures.
 Not all LLCs are cooperatives, and not all cooperatives are LLCs, but an LLC
 can be a good choice for structuring a cooperative. An LLC is an especially
 compelling choice for Gratipay because of the diverse international composition
-of our expected membership (this is easier handled with an LLC), and because we
-were already structured as a single-member LLC before we evolved into a
-cooperative.
+of our expected membership (which is easier handled with an LLC than with other
+structures), and because Gratipay was already structured as a single-member LLC
+before it evolved into a cooperative.
 
 
 ## Membership
@@ -38,23 +39,23 @@ 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.
+not manager-managed. Gratipay members are owners, not employees. Members may
+bind the company.
 
-Gratipay invites new members by a vote of 75% of the existing membership on a
-proposal brought by any existing member. In general, the way to earn an
-invitation is to [collaborate in our work](./welcome) for a long time. Invited
-individuals must provide an [SSN or
+Gratipay decides to invite new members through a vote of the existing
+membership. In general, the way to earn an invitation is to [collaborate in our
+work](./welcome) for a long time. Once invited, the individual must provide an
+[SSN or
 ITIN](https://www.irs.gov/individuals/international-taxpayers/taxpayer-identification-numbers-tin)
-and consent to this operating agreement via the Gratipay.com website in order
-to become a member of Gratipay.
+and consent to this operating agreement in order to become a member of
+Gratipay. Gratipay does not require members to make a capital contribution.
 
-Members may remove themselves from Gratipay at any time. Gratipay may remove a
-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:
+Members may remove themselves from Gratipay for any reason at any time.
+Gratipay may remove a member against their will for any reason at any time, by
+a vote of the remaining membership. Gratipay automatically and immediately
+removes a member (no vote required) if they:
 
-- are absent from three votes in a row,
+- abstain from seven votes in a row,
 - access a system without permission,
 - spend beyond their allowance, or
 - violate the [code of conduct](../howto/behave-well).
@@ -63,6 +64,8 @@ Gratipay may reinvite any individual at any time, but a proposal to reinvite
 someone must clearly indicate the circumstances of any and all previous
 removals.
 
+Members may not sell or transfer their membership.
+
 Gratipay maintains membership records [on
 Gratipay.com](https://gratipay.com/Gratipay/distributing/).
 
@@ -74,32 +77,34 @@ primarily GitHub. Most decisions are by general consent. That is, a member
 announces an intention and waits for an amount of time proportional to the
 importance of the decision. If no-one objects then the matter is decided. If
 another member objects then the members involved work out a consensus. If they
-can't work it out then we vote.
+can't work it out then Gratipay votes.
 
-Any member may call for a vote on anything at any time. In general, voting is
-open for one week, and a simple majority (50%) carries the proposal. The quorum
-is:
+Gratipay calls votes by general consent. By default, votes are open for 72
+hours and require a majority to pass. The quorum is:
 
-- 100% if there are fewer than seven members,
-- seven if there are at least seven but fewer than 35 members, and
+- a majority if there are fewer than seven members,
+- seven if there are at least 14 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.
+may count the vote and publish their count. Those members who publish a count
+within 24 hours after voting closes decide together on the final count.
 
-The following decisions always require a vote with a two-week voting period and
-75% in favor to pass:
+The following decisions require a vote with a seven day voting period and a
+majority 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.
+- changing [the big picture](./), which includes this document, and
+- accepting outside financing, which includes loans from members.
+
+The following decisions require a vote with a 14-day voting period and at least
+75% in favor to pass:
+
+- adding a member, and
+- selling or dissolving Gratipay.
+
+In the case of a vote to decide whether to call a vote, the period is 24 hours
+and a majority decides it.
 
 Gratipay software is open source. In the case of irreconcilable conflict,
 members in the minority have the option to fork.
@@ -110,11 +115,11 @@ issues](https://github.com/search?q=user%3Agratipay&type=Issues).
 
 ## Access
 
-Gratipay restricts access in various ways to its various systems, such as web
+Gratipay restricts access in various ways to its various systems (e.g.: web
 hosting infrastructure, databases, and upstream payment processor dashboards
-and APIs. For each system, Gratipay invites members to have access to the
+and APIs). For each system, Gratipay invites members to have access to the
 system by a vote of 100% of the subset of members who already have access to
-the system.  The usual quorum rules apply, scoped to this subset.
+the system. The usual quorum rules apply, scoped to this subset.
 
 Any member with control over access to a subsystem may withdraw access from any
 other member at any time for any reason.
@@ -125,39 +130,51 @@ ticket](https://github.com/gratipay/inside.gratipay.com/issues?q=label%3AOnboard
 
 ## Money
 
-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.
+Gratipay makes guaranteed payments to its members using a
+“take-what-you-want” (“twyw”) system integrated into
+the Gratipay.com website. Gratipay does not distribute profits apart from
+guaranteed payments.
+
+Gratipay does not accept capital contributions from members. If any member
+wants to let Gratipay use their money, they may loan it to Gratipay on mutually
+agreeable terms.
+
+Gratipay's fiscal year is January 1 through December 31.
+
+Gratipay allocates profits and losses at the end of the year based on the
+amount of money each member otherwise takes in guaranteed payments during the
+year. For example, if there are two members, and during the year one takes
+$150,000 in guaranteed payments and the other $75,000, then if there is $36,000
+in undistributed profit at the end of the year, Gratipay allocates $24,000 to
+the first and $8,000 to the second.
+
+The United States' Internal Revenue Service (IRS) taxes Gratipay as a
+partnership. Each year, between January 1 and March 15, Gratipay files a [Form
+1065](https://www.irs.gov/pub/irs-pdf/f1065.pdf) with the IRS, and sends a
+[Schedule K-1](https://www.irs.gov/pub/irs-pdf/f1065sk1.pdf) to each member
+showing their income through Gratipay for the year. Members are responsible for
+paying all taxes on their income through Gratipay, including any quarterly
+taxes. Member income through Gratipay includes both the distributions of
+guaranteed payments that members take for themselves, <i>and</i> the year-end
+profit/loss allocations that stay within Gratipay and are not distributed to
+members. For example, if a member takes $75,000 in guaranteed payments during
+the year, and is allocated $8,000 in profit at the end of the year, then their
+taxable income through Gratipay for the year is $83,000.
+
+Members are entitled to a spending allowance of an equal share of the money in
+Gratipay's primary operating account, computed for each 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. Members are entitled to
+a debit card linked to Gratipay's primary operating account.
 
 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.
+against each member's monthly allowance. By default, the member who makes the
+payment authorizes the expense. Even when a single member pays an expense,
+multiple members may co-authorize the expense, with the expense counting
+against each member's total monthly allowance in equal proportion by default.
+So, for example, if payment of an invoice for $150 is authorized by three
+members, the remaining monthly allowance for each decreases by $50.
 
 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.