From b56c1208b3547956693a92d562c7453d75fa5355 Mon Sep 17 00:00:00 2001 From: Chad Whitacre Date: Mon, 22 May 2017 08:38:10 -0400 Subject: [PATCH] Start drafting an operating agreement Closes #72. --- scss/variables.scss | 4 +- www/big-picture/index.spt | 4 +- www/big-picture/operating-agreement.spt | 133 ++++++++++++++++++++++++ 3 files changed, 137 insertions(+), 4 deletions(-) create mode 100644 www/big-picture/operating-agreement.spt diff --git a/scss/variables.scss b/scss/variables.scss index 4347d4f..7d55084 100644 --- a/scss/variables.scss +++ b/scss/variables.scss @@ -4,8 +4,8 @@ /* */ /*****************************************************************************/ -$ideal: 'Ideal Sans SSm A', 'Ideal Sans SSm B'; -$chronicle: 'Chronicle SSm A', 'Chronicle SSm B'; +$ideal: 'Ideal Sans SSm A', 'Ideal Sans SSm B', 'Ideal Sans SSm', Helvetica, sans-serif; +$chronicle: 'Chronicle SSm A', 'Chronicle SSm B', 'Chronicle SSm', Georgia, serif; $mono: Monaco, "Lucida Mono", monospace; // Colors diff --git a/www/big-picture/index.spt b/www/big-picture/index.spt index f06e0a0..69065f3 100644 --- a/www/big-picture/index.spt +++ b/www/big-picture/index.spt @@ -1,6 +1,6 @@ nav_title = 'The Big Picture' -nav_children = ['welcome', 'mission', 'values', 'brand', 'strategy', 'customers', 'org-chart', - 'roadmap'] +nav_children = ['welcome', 'operating-agreement', 'mission', 'values', 'brand', 'strategy', + 'customers', 'org-chart', 'roadmap'] [---] [---] text/html diff --git a/www/big-picture/operating-agreement.spt b/www/big-picture/operating-agreement.spt new file mode 100644 index 0000000..3ab7867 --- /dev/null +++ b/www/big-picture/operating-agreement.spt @@ -0,0 +1,133 @@ +nav_title = "Operating Agreement" +nav_children = [] +[---] +[---] text/html via markdown + +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. + + +## 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. + +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 +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. + + +## Membership + + +Gratipay is a member-managed company (we are not manager-managed). That is, all +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). Members are +natural persons (also called “individuals” in this document). + +Members may bind the company. + +Gratipay invites new members by a vote of 75% of the existing membership. The +way to earn an invitation is to [collaborate in our work](./welcome) for a long +time. + +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: + +- abstain from three votes in a row, +- spend money without authorization, or +- violate the [code of conduct](../howto/behave-well). + +Gratipay may reinvite an individual at any time, with the exception that an +individual removed twice for spending money without authorization and/or +violating the code of conduct may not be invited ever again. + + +### Records + +Gratipay maintains membership records as follows: .... + + +## Governance + +Gratipay makes decisions in online [channels](../appendices/channels), +primarily GitHub. The basic procedure is to announce an intention and leave it +out there for a certain amount of time. If no-one objects then do it. If +another member objects then work it out. If you can't work it out then we vote. + +Any member may call for a vote on anything at any time. Voting is open for one +week, and a simple majority (50%) carries the proposal. The quorum is: + +- 100% if there are fewer than seven members, +- seven if there are at least seven but fewer than 35 members, and +- 20% (rounded down) if there are 35 or more members. + +Members cast votes using comments and/or reactions on GitHub issues. Every +member is responsible for counting the vote. + +The following decisions always require a vote with a two-week voting period and +75% needed to pass: + +- changing [the big picture](./), +- removing a member against their will, +- selling or dissolving Gratipay, and +- accepting outside financing. + +Gratipay is open-source software. In the case of irreconcilable conflict, +members in the minority always have the option to fork. + + +### Records + +Gratipay maintains governance records in GitHub. + + +## 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.