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Holacracy Constitution - Development Version

Preamble

This “Constitution” defines rules and processes for the governance and operations of an organization. The “Ratifiers” are adopting these rules as the formal authority structure for the “Organization” specified upon the Constitution’s adoption, which may be an entire entity or a part of one that the Ratifiers have authority to govern and run. The Ratifiers and anyone else who agrees to take part in the governance and operations of the Organization (its “Partners”) may rely upon the authorities granted by this Constitution, and also agree to be bound by its duties and constraints.

Article 1: Organizational Structure

1.1 Roles & Circles

The Organization’s Partners will typically perform the work of the Organization while acting in explicitly defined Roles. A “Role” definition has a descriptive name and one or more of the following:

  • (a) a “Purpose”, which is a capacity, potential, or unrealizable goal that the Role will pursue or express on behalf of the Organization.
  • (b) one or more “Domains”, which are things the Role may exclusively control and regulate as its property, on behalf of the Organization.
  • (c) one or more “Accountabilities”, which are ongoing activities the Role will enact, either in service of other Roles in the Organization or to support its own Purpose.

In addition, a Role may contain “Policies”, which are grants or constraints of authority, or special rules that apply to operations within the Role, as further defined in Article 3.

A “Circle” is a Role that has further broken itself down by defining its own contained Roles to achieve its Purpose, control its Domains, and enact its Accountabilities. Its "Circle Members" are those Partners charged with stewarding the Circle and its Purpose for the Organization.

The collection of Roles and Policies within a Circle or another Role make up its acting “Governance”. No one may change the Governance within a Circle or Role except through its “Governance Process”, described in Article 3.

1.2 Lead Links

Each Circle has a “Lead Link Role” with the definition given in Appendix A and the further responsibilities and authorities defined in this Section. A person filling that Role, while acting in that capacity, is a “Lead Link” of the Circle.

1.2.1 Lead Link Holds Undifferentiated Functions

A Circle’s Lead Link inherits the Purpose and any Accountabilities on the Circle itself, and controls any Domains defined on the Circle, just as if the Circle were only a Role and the Lead Link filled that Role. However, this only applies to the extent that those Accountabilities and Domains have not been placed upon a Role within the Circle or otherwise delegated. Further, a Lead Link may not define or modify Policies on the Circle's Domains, except via its Governance Process.

1.2.2 Lead Link Defines Priorities & Strategies

A Circle’s Lead Link may define relative priorities for the Circle.

In addition, a Lead Link may define a more general “Strategy” for the Circle, or multiple Strategies, which are heuristics that guide the Circle’s Roles in self-identifying priorities on an ongoing basis.

1.2.3 Lead Link Controls Circle Resources

To the extent the Circle itself has the authority to dispose of the Organization's property, limit its rights, or spend its tangible resources, this authority vests with the Circle's Lead Link, who may then further authorize its Roles to do so.

1.2.4 Amending the Lead Link Role

A Circle may not add Accountabilities or other functions to its own Lead Link Role, or modify the Role’s Purpose, or remove the Role entirely.

However, a Circle may remove any Accountabilities, Domains, authorities, or functions of its Lead Link Role, either by placing them on another Role within the Circle, or by defining an alternate means of enacting them. When this occurs, it automatically removes the relevant element or authority from the Lead Link Role, for as long as the delegation remains in place.

1.3 Role Assignment

A Lead Link of a Circle may assign people to fill Roles in that Circle and may revoke these assignments at any time, unless these authorities have been limited or delegated. Anyone so assigned becomes the "Role Lead" for that Role, unless otherwise specified by a rule in this Constitution or a relevant Policy. A Role may be assigned to multiple people simultaneously.

1.3.1 Candidates for Assignments

A Role may only be assigned to a Circle Member of the Circle, or to an external contractor or volunteer who is not a Partner of the Organization but who has agreed to enact the Accountabilities of the Role. A Policy may further constrain Role assignment within the Circle.

1.3.2 Resigning from Roles

As a Circle Member, you may decline to accept a new Role assignment, or resign from a Role you already fill at any time, unless you’ve agreed otherwise.

1.3.3 Default Role Lead

When a Role is unfilled or led only by external parties who are not Partners of the Organization, then any person who controls assignments into that Role is automatically considered to fill it as a Role Lead. If there is no one who clearly controls the Role's assignment, then each Lead Link of the Circle containing the Role is automatically considered to fill it as a Role Lead instead, unless otherwise specified in this Constitution or a relevant Policy.

1.3.4 Focus for Assignments

A Role assigner may further focus a Role assignment on just a specific area or context, as long as the Purpose and all Accountabilities and Domains defined on that Role are still relevant within that focus. When a focus is used, each assignment focus of a Role is treated like an entirely separate Role, and the Purpose, Accountabilities, and Domains of the Role apply only within the focus specified for that particular assignment.

1.3.5 Role Supporters & Rep Links

When multiple people are assigned to fill a Role with no focus or within the same focus, then the Role assigner may designate some of those assignees as a Role Supporter instead of a Role Lead. A Role Supporter gains most of the authorities of a Role-filler, but only holds the duties of a Role-filler when requested by a Role Lead, as further detailed in Article 2.

Role Supporters are typically not invited to participate in the containing Circle's Governance Process. However, when a Role includes one or more Partners serving as Role Supporters, they may choose one of themselves to participate in the containing Circle's Governance Process as a "Rep Link" for that Role, with the definition given in Appendix A. No more than one Partner may serve as a Role's Rep Link, unless allowed by the containing Circle's Lead Link. The Partners serving as Role Leads for that Role may participate in the selection process, but are not eligble to serve as its Rep Link. By default, choosing a Rep Link happens via the election process and rules defined in Article 3, however a Policy of the Role may specify an alternate process.

1.4 Sub-Circles

Any Partner serving as Role Lead for a Role may initiate the Governance Process for that Role as if it were a Circle. If that Governance Process results in the creation of any Roles, then it automatically becomes a full Circle. When that happens, the new Circle is considered a “Sub-Circle” of the Circle containing it, while the Circle containing it becomes its “Super-Circle”. However, this only applies to Roles defined by a Circle's Governance Process; Roles defined in this Constitution are not eligible to themselves become Sub-Circles.

A Sub-Circle is still considered a normal Role within its Super-Circle, and behaves accordingly for the purpose of applying any rule or process in this Constitution. Further, the Role Leads for that Role become the Role Leads of the Lead Link Role within the Sub-Circle. Changing those Role Leads in the Super-Circle automatically changes the Sub-Circle's Lead Links accordingly.

1.4.1 Circle Members

Once a Role becomes a Sub-Circle, it has Circle Members instead of Role Supporters. Any existing Role Supporters are removed, and any Partners among them become the Sub-Circle's initial Circle Members, along with its Lead Links. Whoever controls assignments into the Role in the Super-Circle may later add or remove Circle Members of the Sub-Circle instead of Role Supporters, or may delegate this authority to the Sub-Circle itself.

1.4.2 Circle Rep Link

The selection of a Rep Link for a Sub-Circle works exactly as it does for selecting a Rep Link for any other eligible Role in the Super-Circle, but with Circle Members participating in lieu of Role Supporters. However, only those Circle Members who serve as a Role Lead or Rep Link for a Role within the Sub-Circle may participate in the selection process, unless otherwise specified in a relevant Policy. They may select any Circle Member as the Circle's Rep Link, unless that person is already its Lead Link.

A Circle may add Accountabilities or Domains to its own Rep Link Role, as well as amend or remove those additions. However, no Circle may amend or remove the Purpose or any Accountabilities granted to a Rep Link Role by this Constitution, nor remove the Role entirely.

1.4.3 Modifying Sub-Circles

Through its Governance Process, a Circle may:

  • (a) modify the Purpose, Domains, or Accountabilities of a Sub-Circle or remove it entirely, just like it can for any of its other Roles; or
  • (b) move its own Roles or Policies into a Sub-Circle, but only if they primarily enact the Purpose or Accountabilities of the Sub-Circle; or
  • (c) move Roles or Policies from within a Sub-Circle out into itself, but only if they are no longer needed to enact the Purpose or Accountabilities of the Sub-Circle.

Beyond these allowed changes, a Circle may not modify any Roles or Policies held within a Sub-Circle.

1.4.4 Collapsing Sub-Circles

As soon as a Sub-Circle contains no Roles other than those Roles automatically defined by this Constitution, that Sub-Circle is automatically collapsed into just a normal Role in the Super-Circle. Any Lead Links continue to serve as Role Leads for that Role, and any other Circle Members become Role Supporters for that Role.

1.5 Delegating Domains

When a Circle grants a Domain to one of its Roles, the Role Leads of that Role may control that Domain on behalf of the Circle. A Circle may only grant Domains to its Roles that fall fully within the Circle's own Domains, or that are only relevant within its own internal processes.

Once a Role controls a Domain, its Role Leads may define Policies governing that Domain within their own Governance Process, without the Circle's involvement. However, the Circle also retains the right to define or modify its own Policies governing that Domain, and any such Policies trump those defined by the Role and may only be modified through the Circle's Governance Process.

1.6 Facilitator and Secretary

Each Circle includes a “Facilitator Role” and a “Secretary Role” with the definitions given in Appendix A. The person filling each becomes the Circle’s “Facilitator” and “Secretary” respectively when acting in that capacity.

1.6.1 Elections & Eligibility

The Facilitator of a Circle will facilitate elections using the process and rules defined in Article 3 to elect one person into its Facilitator Role and one into its Secretary Role. No Role or Policy may assign these Roles or remove an assignment via any other means, nor modify the required process. The only candidates normally eligible for these elections are the Circle Members of the Circle. However, a Policy of the Circle or any Circle ultimately containing the Circle may allow additional candidates or further limit the candidates eligible for election.

1.6.2 Election Term

During the election process, the Facilitator will specify a term for each election. After a term expires, the Secretary is responsible for promptly triggering a new election for that Role. However, even before a term has expired, any participant in the Circle's Governance Process may trigger a new election at any time, using the process defined in Article 3.

1.6.3 Amending Facilitator or Secretary

A Circle may add Accountabilities or Domains to its own Facilitator or Secretary Role, as well as amend or remove those additions. However, no Circle may amend or remove any Purpose, Domain, Accountabilities, or authorities granted to one of these Roles by this Constitution, nor remove the Role entirely.

1.6.4 Surrogates

A surrogate may temporarily act as Facilitator or Secretary if the Role is unfilled, or when the person who normally fills the Role is unavailable for a Circle meeting or feels unable or unwilling to enact the Role’s duties.

In any given instance where a surrogate is needed, the surrogate is, in this order of precedence:

  • (a) someone explicitly specified by the person to be replaced; or
  • (b) for Facilitator, the acting Secretary of the Circle, and for Secretary, the acting Facilitator of the Circle;
  • (c) the Lead Link of the Circle, or, if there are multiple Lead Links, the first one that a Circle Members requests act as surrogate; or
  • (d) the first Circle Member to declare he or she is acting as surrogate.

Article 2: Operations

2.1 Authority of Role-Fillers

When filling a Role, you have the authority to take any action or make any decision you reasonably believe is useful to enact your Role’s Purpose or Accountabilities in service of the Organization, as long as you don't break any rules defined in this Constitution.

2.1.1 Don't Violate Policies

While acting in a Role, you may not violate any constraints defined in a Policy of the Role or the Circle containing the Role, or enforced upon the Circle itself.

2.1.2 Don't Violate Domains

In service of your Role, you have the authority to use and impact your Role's Domains.

You may also use and impact any Domain that the Circle containing your Role owns, or any Domain the Circle itself is authorized to impact, as long as that Domain has not been further delegated to another Role within your Circle.

You cannot exert control or cause a material impact within a Domain delegated to another Role within your Circle or any Super-Circle of your Circle, or one owned by another sovereign entity, unless you have their permission. You may ask for permission directly, or you may announce your intent to take a specific action and invite anyone with a relevant Domain to object. If no one does within a reasonable timeframe, then, while taking that specific action, you have permission to impact any Domains owned by any Role in the Organization that your announcement reached. If your announcement was in writing, you may assume it reached anyone who customarily processes messages in the communication channel you used.

2.1.3 Don't Dispose of Resources

While energizing your Role, you may not dispose of any significant property or spend any tangible resources of the Organization, nor may you significantly limit any rights of the Organization, unless you are authorized to do so by a Role with the explicit authority to allow it. This even applies to property, rights, and tangible resources within Domains assigned to your Role.

2.2 Responsibilities of Role-Fillers

As a Partner filling a Role, you have the following responsibilities:

2.2.1 Processing Tensions

You are responsible for monitoring how your Role’s Purpose and Accountabilities are expressed, and comparing that to your vision of their ideal potential expression, to identify gaps between the current reality and a potential you sense (each gap is a “Tension”). You are also responsible for trying to resolve those Tensions by using the pathways available to you under this Constitution.

2.2.2 Processing Purpose & Accountabilities

You are responsible for regularly considering how to enact your Role's Purpose and each of your Role’s Accountabilities, by defining:

  • (a) “Next-Actions”, which are actions you could execute immediately and that would be useful to execute immediately, at least in the absence of competing priorities; and
  • (b) “Projects”, which are specific outcomes that require multiple actions to achieve and that would be useful to work towards, at least in the absence of competing priorities.

2.2.3 Processing Projects

You are responsible for regularly considering how to complete each Project you are actively working towards for your Role, including by defining any Next-Actions useful to move the Project forward.

2.2.4 Tracking Projects, Next-Actions, & Tensions

You are responsible for capturing and tracking all Projects and Next-Actions for your Role in a database or similar tangible form, and for regularly reviewing and updating that database to maintain it as a trusted list of the Role’s active and potential work. You are also responsible for tracking any Tensions you identify for your Role, at least until you process them into desired Projects or Next-Actions, or otherwise resolve them.

2.2.5 Prioritizing Your Attention

Whenever you have time available to act in your Role, you are responsible for considering the potential Next-Actions you could efficiently and effectively do at that point in time, and executing whichever you believe would add the most value to the Organization. You must further integrate and align with any official prioritizations or Strategies of the Circle, such as those specified by the Circle’s Lead Link, when assessing how to deploy your time, attention, and other resources to your work within the Circle.

2.3 Duties to Other Role-Fillers

As a Partner filling a Role as Role Lead, you have the following duties to all others in the Organization. As a Partner serving as a Role Supporter, you have the following duties but only upon request of a Role Lead for that Role. In either case, these duties only apply when the other party is acting on behalf of one of their own Roles in the Organization, and names that Role in any explicit request.

2.3.1 Duty of Transparency

You have a duty to provide transparency in any of the following areas upon request:

  • (a) Projects & Next-Actions: You must share any Projects and Next-Actions you are tracking for your Roles.
  • (b) Relative Priority: You must share your judgment of the relative priority of any Projects or Next-Actions tracked for your Roles vs. any other potential activities competing for your attention or resources.
  • (c) Projections: You must provide a projection of the date you expect to complete any Project or Next-Action tracked for any of your Roles. A rough estimate is sufficient, considering your current context and priorities, but without detailed analysis or planning. This projection is not a binding commitment in any way, and unless Governance says otherwise, you have no duty to track the projection, manage your work to achieve it, or follow-up with the recipient if something changes.
  • (d) Checklist Items: You must verify whether you have completed any regular, recurring actions that you routinely perform in service of your Roles or your other duties to the Organization. If explicitly requested, you must continue to share these verifications regularly for the specific recurring actions so requested, until you determine they are no longer relevant or useful.
  • (e) Metrics: You must publish any metrics related to the work of your role or your other duties to the Organization, if you have access to the requested data without significant overhead beyond what's otherwise required of you. If explicitly requested, you must continue to share these metrics regularly, until you determine they are no longer relevant or useful.
  • (f) Progress Updates: You must share a brief summary of progress you've made towards any Accountability or Project of one of your Roles since the last update you published or shared with the requester. If explicitly requested, you must continue to share these updates regularly for the specific Accountability or Project so requested, until you determine they are no longer relevant or useful.

2.3.2 Duty of Processing

You have a duty to promptly process messages and requests from your fellow Partners, as follows:

  • (a) Requests for Processing: Other Partners may ask you to process the Purpose or any Accountability or Project of a Role you fill. If you have no Next-Actions tracked to enact it, you must identify, capture, and communicate a Next-Action if there are any reasonable ones you could take. If there are not, you must instead share what you’re waiting on, which must be a Next-Action or Project tracked by another Role, or a specific event or condition that must happen before you can take further Next-Actions. Additionaly, if the Next-Action or waiting-on you share is one step towards a broader outcome and you aren't already tracking that as a Project, you must also capture and communicate that Project.
  • (b) Requests for Projects & Next-Actions: Other Partners may ask you to take on a specific Next-Action or Project in one of your Roles. You must accept and track it if you believe that Next-Action or Project would make sense to work towards to express your Role's Purpose or Accountabilities, at least in the absence of competing priorities. If not, then you must either explain your reasoning, or capture and communicate a different Next-Action or Project that you believe will meet the requester’s objective.
  • (c) Requests to Impact Domain: Other Partners may ask to impact a Domain controlled by one of your Roles, and you must allow it if you see no Objections to the request (as defined in Article 3). If you do, you must explain any Objections to the requester.
  • (d) Requests for Information: Other Partners may ask you questions or request information, and you must respond in good faith with at least brief answers or relevant information that's readily available to you.

2.3.3 Duty of Prioritization

You have a duty to prioritize where to focus your attention and resources in alignment with the following constraints:

  • (a) Processing Over Execution: You must generally prioritize processing inbound messages from fellow Partners over executing your own Next-Actions. However, you may temporarily defer processing in order to batch process messages in a single time block or at a more convenient time, as long as your processing is still reasonably prompt. Processing means engaging in the duties described in this section, including considering the message, defining and capturing Next-Actions or Projects when appropriate, and, upon request, responding with how the message was processed. Processing does not mean executing upon captured Next-Actions and Projects, which is not covered by this prioritization rule.
  • (b) Requested Meetings Over Execution: On request of a fellow Partner, you must prioritize attending any meeting defined in this Constitution over executing your own Next-Actions. However, you may still decline the request if you already have plans scheduled over the meeting time, or if the request was for an ongoing series or pattern of meetings rather than a specific meeting instance.

2.4 Implicit Expectations Hold No Weight

All of your responsibilities and constraints as a Partner of the Organization are defined in this Constitution, and in the Governance that results from it. No former or implicit expectations or constraints carry any weight or authority, unless a Circle’s Governance explicitly empowers them, or they come from a basic obligation or contractual agreement you personally have to or with the Organization.

2.5 Tactical Meetings

In service of one of their Roles, any Partner may convene a “Tactical Meeting” to facilitate engaging other Roles in their responsibilities and duties.

2.5.1 Attendance

The Partner convening a Tactical Meeting must name the specific Roles invited to that Tactical Meeting, and the Role Leads of those Roles are invited to attend and participate in the meeting. The convener may also invite the Facilitator of a relevant Circle to lead the meeting. There is no advance notice or quorum required for a Tactical Meeting, unless a relevant Policy says otherwise.

2.5.2 Facilitation & Process

Unless a Policy says otherwise, anyone facilitating a Tactical Meeting must use the following process:

  • (a) Check-in Round: The Facilitator allows each participant in turn to share their current state or thoughts, or offer another type of opening comment for the meeting. Responses are not allowed.
  • (b) Checklist Review: The Facilitator asks each participant to verify the completion of any recurring actions that any other participant has asked them to regularly report on.
  • (c) Metrics Review: The Facilitator asks each participant to share data for any metrics that any other participant has asked them to regularly report on.
  • (d) Progress Updates: The Facilitator asks each participant to highlight progress towards achieving any Project or expressing any Accountability of any of the participant’s Roles invited to the meeting. Participants may only share progress made since the last report given, and not the general status of a Project or Accountability. Each participant may decide which Projects or Accountabilities are worth reporting on, however if another participant has an active request for regular updates on a specific Project or Accountability, that one must be included.
  • (e) Build Agenda: The Facilitator builds an agenda of Tensions to process in the Tactical Meeting by soliciting agenda items from all participants. This must be done within the meeting and not beforehand. Each participant may add as many agenda items as desired by providing a short label for each, without explanation or discussion. Participants may add additional agenda items even once processing one has started, in between the processing of any existing agenda items.
  • (f) Triage Issues: To process each agenda item, the Facilitator holds space for the agenda item owner to engage others in their Roles and duties, until the agenda item owner finds an adequate pathway for resolving their Tension. However, the agenda item owner may only process Tensions and make requests to serve a Role that was explicitly invited to the meeting. Further, within the meeting each participant only has duties that come from Roles they fill that were explicitly invited to the meeting, or that exist regardless of the Roles they fill. The Facilitator manages the time allocated to each agenda item to allow space for processing every item on the agenda, and may cut off the processing of any item that’s taking more than its due share of the remaining meeting time.
  • (g) Closing Round: The Facilitator allows each participant in turn to share a closing reflection or other thought triggered by the meeting. Responses are not allowed.

A Policy may specify an alternate process or amend this default process for any standing Tactical Meeting within its authority to govern.

2.5.3 Surrogate for Absent Members

If an unelected Role invited to a Tactical Meeting is unrepresented in the meeting for any reason, a Lead Link of the Circle holding that Role may act within that Role to cover the gap. If the Lead Link Role is also unrepresented, any Next-Actions or Projects captured for the Role become requests for the Role to process after the meeting.

2.6 Individual Action

As a Partner of the Organization, in some cases you are authorized to act outside of the authority of your Roles, or even to break the rules of this Constitution. By acting under this extended authority you are taking “Individual Action”, and you are bound by the following rules:

2.6.1 Allowed Situations

You may only take Individual Action when all of the following are true:

  • (a) You are acting in good faith to serve the Purpose or express the Accountabilities of some Role within the Organization, or of the overall Organization itself.
  • (b) You reasonably believe your action would resolve or prevent more Tension for the Organization than it would likely create.
  • (c) Your action would not cause the Organization to spend tangible resources, dispose of its assets, or limit its rights, beyond what you’re already authorized to so cause.
  • (d) If your action would violate any Policies or impact any Domains you aren't already authorized to impact, you reasonably believe that you can’t delay the action long enough to request any permissions normally required, or to propose a Governance change to allow your action, without losing much of its potential value.

2.6.2 Communication & Restoration

Upon taking Individual Action, you have a duty to explain your action and the intent behind it to any Partner who fills a Role that may be significantly impacted. Upon the request of any of those Partners, you also have a duty to take any reasonable additional actions to assist in resolving any Tensions created by your Individual Action.

If your Individual Action was effectively acting within another Role, or violated a Domain or a Policy, then you must cease from continuing to take similar Individual Action upon request of whoever normally controls that Role, Domain, or Policy, or upon request of a Lead Link of the Circle holding the affected entity.

2.6.3 Clarifying Governance

If your Individual Action is an instance of a recurring activity or ongoing function needed by a Circle, and that activity or function is not already explicitly called for by the Circle’s Governance, then you are responsible for taking follow-up steps to remove that gap. That follow-up could include proposing Governance to cover the need, or taking steps to remove the need for this activity or function to happen in the first place.

2.6.4 Priority of Corollary Requirements

After taking Individual Action, you have a duty to prioritize doing the corollary requirements defined in this section higher than doing any of your regular work. However, a Lead Link of whatever Circle fully contains all Roles that were significantly impacted by your action may still change this default priority.

Article 3: Governance

3.1 Scope of Governance

The Governance Process of a Circle has the power to:

  • (a) define, amend, or remove the Circle’s Roles and Sub-Circles; and
  • (b) define, amend, or remove the Circle’s Policies; and
  • (c) hold elections for any elected Role within the Circle.

Only these outputs are valid Governance for a Circle; no one may capture other outputs within the Circle’s Governance records.

3.1.1 Scope of Policy

A Policy may only be one or more of the following:

  • (a) a grant of an authority the Circle holds to one or more Roles; or
  • (b) a constraint on the authority of one or more of the Circle's own Roles; or
  • (c) a grant of authority that allows those not otherwise authorized to control or impact one of the Circle's Domains, or a constraint on how they may do so when otherwise authorized; or
  • (d) a rule that changes a default rule or process in this Constitution, when that change is explicitly allowed.

A Policy that changes a default rule or process in the Constitution applies only within the Circle that holds the Policy, or, if explicitly stated, within all Sub-Circles as well, recursively. In the latter case, a Sub-Circle may still override that Policy via one of its own, unless explicitly forbidden in the original Policy.

3.2 Governance Participants

Each Circle has a group of "Core Circle Members" who may participate in its Governance Process. By default, the Core Circle Members of a Circle are those Circle Members serving as Role Leads or Rep Links for any of its Roles. However, if the Role that controls assignment into another Role reasonably believes that other Role only requires a minor, nearly insignificant amount of attention to fill effectively, they may exclude the Role Lead of that Role from serving as a Core Circle Member due to that Role assignment.

A Circle may adopt a Policy to invite an external Role to participate in its Governance Process, or to require one of its Sub-Circles to do so. While such a Policy exists, any Partners serving as Role Lead or Rep Link for the invited Role also become Core Circle Members of the Circle.

During the Governance Process, each Core Circle Member may only represent the Roles in the Circle for which they serve as Role Lead or Rep Link.

3.3 Changing Governance

Any Core Circle Member of a Circle may propose changing its Governance by circulating a “Proposal” to all of its other Core Circle Members, thus acting as “Proposer”. Before the Proposal is adopted, those other Core Circle Members must have the opportunity to raise concerns about adopting the Proposal. Each concern so raised is considered an “Objection” if it meets the criteria defined herein, and the person who raised it becomes the “Objector”.

Proposals are considered adopted and amend Governance only once no Objections are so raised. If Objections are raised, the Proposer and each Objector must find a way to address the Objections before the Proposal is adopted. After any such effort, all Core Circle Members of the Circle must have another opportunity to raise further Objections to the Proposal before its adoption.

3.3.1 Making Proposals

A Proposer may make a Proposal within a “Governance Meeting” of the Circle.

Alternatively, a Proposer may distribute a Proposal to all required Core Circle Members asynchronously, outside of a Governance Meeting, using any written communication channel approved for this purpose by the Circle’s Secretary. When this happens, the Facilitator may either apply the same process and rules used within a Governance Meeting, or may allow each participant to directly declare whether or not he or she has Objections to integrate. Further, at any point before an asynchronous Proposal is adopted, any participant may stop the asynchronous processing by requesting the Proposer escalate the Proposal to a Governance Meeting, and notifying the Circle’s Secretary.

A Circle may adopt Policies to further constrain when or how Proposals may be made or processed outside of a Governance Meeting. However, no Policy may limit the right to stop asynchronous processing by escalating to a Governance Meeting. A Circle may also use a Policy to create a time limit for responding to asynchronous Proposals, upon which any asynchronous Proposal is automatically adopted if no Objections or escalation requests are raised.

3.3.2 Criteria for Valid Proposals

For a Proposal to be valid for processing, the Proposer must be able to describe a Tension that the Proposer senses, and give an example of an actual past or present situation in which the Proposal would have reduced that Tension. Further, the Proposer must be able to describe how reducing that Tension would help to better express the Purpose or an Accountability of the Circle, and of a Role in the Circle that the Proposer represents or has permission to temporarily represent from one of its normally authorized representatives. However, a Proposal is always valid regardless of the preceding criteria if it is made solely to evolve the Circle’s Governance to more clearly reflect activity that is already happening, or to trigger a new election for any elected Role.

If at any point the Facilitator becomes clear that a Proposal does not meet this criteria, then the Facilitator must discard the Proposal. However, in making this assessment, the Facilitator may only judge whether the Proposer presented the required example and explanations, and whether they were presented with logical reasoning and are thus reasonable. The Facilitator may not discard a Proposal based on the accuracy of the Proposer's argument, nor on whether the Proposal would adequately address the Tension.

3.3.3 Criteria for Valid Objections

Some concerns do not count as Objections, and may be ignored during the processing of a Proposal. A concern only counts as an Objection if the Objector can provide a reasonable argument for why it meets all of the criteria defined in (a) through (d) below, or the special criteria defined in (e):

  • (a) If the Proposal were adopted without addressing the concern, it would harm the capacity of the Circle to express its Purpose or enact its Accountabilities. Thus, the concern is not just triggered by a better idea or a potential for further improvement, but because the Proposal would actually reduce the Circle's current capacity. For this criteria, decreasing clarity counts as reducing capacity, although merely failing to improve clarity does not.
  • (b) The concern does not already exist even in the absence of the Proposal. Thus, a new Tension would be created specifically by adopting the Proposal, and would not exist were the Proposal withdrawn.
  • (c) The concern is triggered just by presently known facts or events, without regard to a prediction of what might happen in the future. However, relying on predictions is allowed when no opportunity to adequately sense and respond is likely to exist in the future before significant harm could result.
  • (d) The Proposal would limit the Objector's capacity to express the Purpose or an Accountability of a Role in the Circle that the Objector represents, or has permission to temporarily represent from one of its normally authorized representatives.

However, regardless of the above criteria, a concern about adopting a Proposal always counts as an Objection if:

  • (e) Processing or adopting the Proposal breaks the rules defined in this Constitution, or requires the Circle or its members to act outside of the authority granted under this Constitution. For example, Next-Actions, Projects, and specific operational decisions are typically not valid Governance outputs as defined in Section 3.1, so anyone involved could raise an Objection that a Proposal to enact these outputs would violate the rules of the Constitution.

3.3.4 Testing Objections

The Facilitator may test the validity of a claimed Objection by asking the Objector whether the Objection meets one or more criteria, and asking the Objector to explain the reasoning behind the answer. When assessing the validity of a claimed Objection, the Facilitator may only judge whether the Objector presented arguments for why the Objection meets each requested criteria using logical reasoning. The Facilitator may not judge on the basis of an argument’s accuracy or the importance of addressing it.

However, when an Objection is claimed on the basis of a Proposal violating the Constitution, the Facilitator may ask the Circle’s Secretary to interpret if the Proposal does indeed violate the Constitution. If the Secretary rules that it does not, the Facilitator must then dismiss the Objection.

3.3.5 Rules of Integration

When an Objection to a Proposal is raised, the following additional rules apply during the search for a resolution:

  • (a) The Facilitator must test an Objection if requested by any participant, and discard it if it fails to meet the validity criteria described in this section.
  • (b) The Objector must attempt to find an amendment to the Proposal that will resolve the Objection and still address the Proposer’s Tension. Others may help. If the Facilitator concludes that the Objector is not making a good faith effort to find a potential amendment at any point, then the Facilitator must deem the Objection abandoned and continue processing the Proposal as if the Objection had not been raised.
  • (c) Any participant may ask the Proposer clarifying questions about the Tension behind the Proposal, or about any examples the Proposer shared to illustrate the Tension. If the Facilitator concludes that the Proposer is not making a good faith effort to answer those questions at any point, then the Facilitator must deem the Proposal invalid for processing and abandoned.
  • (d) The Objector may suggest an amended Proposal, and offer reasonable arguments for why it should resolve or prevent the Tension in each specific situation the Proposer used to illustrate the Tension. Then, upon the Objector’s request, the Proposer must present a reasonable argument for why the amended Proposal would fail to resolve or prevent the Tension in at least one specific situation already presented. Alternatively, the Proposer may add an additional example that the amended Proposal would not resolve, but which still meets the criteria required for a Proposal to be valid for processing. If the Facilitator concludes that the Proposer has failed to meet one of these thresholds, then the Facilitator must deem the Proposal invalid for processing and abandoned.

3.4 Governance Meetings

The Secretary of a Circle is responsible for scheduling Governance Meetings to enact the Circle’s Governance Process.

In addition to any regular Governance Meetings the Secretary schedules, the Secretary is responsible for scheduling additional special Governance Meetings promptly upon request of any Core Circle Member of the Circle.

The Facilitator is responsible for presiding over all Governance Meetings in alignment with the following rules and any relevant Policies of the Circle.

3.4.1 Attendance

The Core Circle Members of a Circle are entitled to fully participate in all Governance Meetings of a Circle. The acting Facilitator and Secretary are also entitled to fully participate for the duration of a Governance Meeting and become Core Circle Members representing those Roles, even if they are not normally Core Circle Members of the Circle.

In addition, as a Lead Link or Rep Link into a Circle, you may invite someone into that Circle's Governance Meeting, and your invited guest becomes a full participant for the duration of the Governance Meeting or until you withdraw the invitation. You may only extend this invitation to one person at a time, and only to aid in the processing of a specific Tension affecting the entity you are linked from. You must sense this Tension yourself as well, and believe it makes sense to process in the Circle. If these conditions are met, your guest becomes a Core Circle Member representing your link Role in the Governance Meeting, but only while directly processing that specific Tension.

Beyond the above, no one else is allowed to participate in a Circle’s Governance Meetings unless explicitly invited by a Policy of the Circle.

3.4.2 Notice & Duration

A Circle may only conduct its Governance Process in a meeting if the Secretary has given all authorized participants reasonable advance notice that a Governance Meeting will be held, including its time, duration, and location. Beyond this notice requirement, there is no quorum required for a Circle to conduct a Governance Meeting, unless one is specified by a Policy of the Circle.

Governance Meetings end once they reach the duration initially set by the Secretary. The Secretary may choose to extend the meeting duration within the meeting, but only if no participant requests otherwise.

Anyone who does not attend a Governance Meeting or who leaves early counts as having fully participated without raising Objections to any Proposals made in their absence.

3.4.3 Meeting Process

The Facilitator must use the following process for Governance Meetings:

  • (a) Check-in Round: The Facilitator allows each participant in turn to share their current state or thoughts, or offer another type of opening comment for the meeting. Responses are not allowed.
  • (b) Agenda Building & Processing: The Facilitator builds an agenda of Tensions to process, then processes each agenda item in turn.
  • (c) Closing Round: The Facilitator allows each participant in turn to share a closing reflection or other thought triggered by the meeting. Responses are not allowed.

At any point during this process, a participant may request a "Time Out" pause, which the Facilitator may choose to grant or deny. During a Time Out, participants may discuss administrative issues or the rules of this Constitution, but may not discuss the content of a Tension, Proposal, or Objection to work towards a resolution. The Facilitator may end a Time Out at any point and resume the normal meeting process.

A Policy of the Circle may add to this process, but may not conflict with any of the steps or other rules defined in this Article of the Constitution.

3.4.4 Agenda Building

The Facilitator must build an agenda of Tensions to process within a Governance Meeting by soliciting and capturing agenda items from all participants. This must be done within the meeting and not beforehand, and each participant may add as many agenda items as desired. Participants may add additional agenda items during the meeting as well, in between the processing of any existing agenda items.

  • (a) Agenda Item Format: Each agenda item in a Governance Meeting represents one Tension to process, sensed by the participant who added it to the agenda. When adding an agenda item, a participant may only provide a short label for the Tension, and may not explain or discuss the Tension further until processing of that agenda item actually begins.
  • (b) Ordering the Agenda: The Facilitator may determine the order in which to process agenda items, using any process or criteria the Facilitator deems appropriate. However, the Facilitator must place any agenda item calling for an election of any of the Circle’s elected Roles before all other agenda items, if requested by any meeting participant. Further, if the meeting is a special Governance Meeting scheduled at the request of one participant, the Facilitator must place all agenda items raised by that participant before any raised by others, unless that participant allows otherwise.
  • (c) Processing Agenda Items: Once the Facilitator determines an initial order for the agenda, the Facilitator must lead participants through processing each agenda item, one at a time. To process an agenda item that calls for an election, the Facilitator must use the “Integrative Election Process” defined in Section 3.4.6. To process any other agenda item, the Facilitator must use the “Integrative Decision-Making Process” defined in Section 3.4.5.

3.4.5 Integrative Decision-Making Process

The Facilitator must enact the Integrative Decision-Making Process as follows:

  • (a) Present Proposal: First, the Proposer may describe the Tension and present a Proposal to address the Tension. If the Proposer requests help crafting a Proposal, the Facilitator may allow discussion or another collaborative process to assist. However, the Facilitator must focus this activity solely on crafting an initial Proposal for the Proposer’s Tension, and not on addressing other Tensions or integrating others’ concerns into the Proposal.
  • (b) Clarifying Questions: Once the Proposer makes a Proposal, the other participants may ask clarifying questions to better understand the Proposal or the Tension behind it. The Proposer may answer each question, or may decline to do so. The Facilitator must disallow any reactions or opinions expressed about the Proposal, and prevent discussion of any kind. Any participant may also ask the Secretary to read the captured Proposal or clarify any existing Governance, during this step or at any other time when the participant is allowed to speak, and the Secretary must do so.
  • (c) Reaction Round: Once there are no further clarifying questions, each participant except the Proposer may share reactions to the Proposal, one person at a time. The Facilitator must immediately stop and disallow any out-of-turn comments, any attempts to engage others in a dialog or exchange of any sort, and any reactions to other reactions instead of to the Proposal.
  • (d) Amend & Clarify: After the reaction round, the Proposer may share comments in response to the reactions and make amendments to the Proposal. However, the primary intent of any amendments must be to better address the Proposer’s Tension, and not Tensions raised by others. During this step, the Facilitator must immediately stop and disallow any comments by anyone other than the Proposer or Secretary, and any engagement by the Secretary must focus solely on capturing the amended Proposal.
  • (e) Objection Round: Next, each participant, one at a time, may raise potential Objections to adopting the Proposal. The Facilitator must stop and disallow discussion or responses of any sort. The Facilitator may test Objections, and must capture any valid Objections that remain after testing. If there are no valid Objections, the Secretary records the Proposal as adopted Governance for the Circle.
  • (f) Integration: If there are valid Objections, the Facilitator then facilitates a discussion to amend the Proposal to resolve each Objection, one at a time. The Facilitator marks an Objection as resolved once the Objector confirms that the amended Proposal would not trigger the Objection, and the Proposer confirms that the amended Proposal would still address the Proposer’s Tension. During the discussion, the Facilitator must apply the rules of integration described in Section 3.3.5. Once all captured Objections are addressed, the Facilitator moves back to the Objection round to check for new Objections to the amended Proposal.

3.4.6 Integrative Election Process

The Facilitator must enact the Integrative Election Process as follows:

  • (a) Describe Role: First, the Facilitator must identify the target Role and term for the election. The Facilitator may also describe the functions of the target Role, describe who is eligible to fill the Role, and present other relevant information about the Role.
  • (b) Fill Out Ballots: Each participant must then fill out a ballot to nominate whomever the participant believes is the best fit for the Role among all eligible candidates. Each participant must label the ballot with his or her own name as well, and no one may abstain or nominate multiple people. Before and during this step, the Facilitator must promptly stop all comments or discussion about potential candidates or nominations.
  • (c) Nomination Round: Once all ballots are submitted, the Facilitator must share the contents of each ballot, one at a time, with all participants. When the Facilitator shares a nomination, the nominator must state why he or she believes that candidate would be a good fit for the Role. The Facilitator must stop any responses or other comments, as well as any comments by a nominator about other potential candidates besides the nominee.
  • (d) Nomination Change Round: Once all nominations are shared, the Facilitator must give each participant the opportunity to change his or her nomination. A participant making a change may explain his or her reason for selecting a new candidate, but the Facilitator must stop any other comments or discussion.
  • (e) Make a Proposal: Next, the Facilitator must count the nominations and make a Proposal to elect the candidate with the most nominations for the specified term. If there is a tie for the most nominations, then the Facilitator may do any one of the following: (i) if only one of the tied candidates has nominated himself or herself, propose that person; or (ii) if the person currently filling the Role is among those tied, propose that person; or (iii) blindly select one of the tied candidates randomly, and propose that person; or (iv) go back to the previous step and require each participant who nominated someone other than a tied candidate to change that nomination to one of the tied candidates, then continue back to this step and re-apply its rules.
  • (f) Process Proposal: Once the Facilitator makes a Proposal to elect a candidate, the Facilitator must move to the Integrative Decision-Making Process to resolve that Proposal. However, the Facilitator must start directly with the Objection round, and, if the proposed candidate is present, the Facilitator must ask the candidate for Objections last. If any Objections are raised, the Facilitator may choose to process them normally, or to discard the Proposal either immediately after the Objection round or at any point during the integration step. If the Facilitator opts to discard the Proposal, the Facilitator must go back to the prior step in this process, discard all nominations for the prior candidate, and follow the rules of the prior step to select another candidate to propose instead.

3.5 Interpreting the Constitution & Governance

As a Partner of the Organization, you may use your reasonable judgment to interpret this Constitution and any Governance within the Organization, including how these apply within a specific situation, and then act based on your interpretation. However, the following additional terms apply:

3.5.1 Secretaries May Rule on Interpretation

If your interpretation conflicts with another Partner's, either party may ask the Secretary of any affected Circle to rule on which interpretation to use. Once a Secretary has made such a ruling, it trumps your own and you are responsible for aligning with it until any underlying Governance changes.

3.5.2 Super-Circle Secretary May Overrule

A Circle’s Secretary may overrule an interpretation given by a Secretary of any Sub-Circle. If two Secretaries give conflicting rulings and one is from the Secretary of a Circle that ultimately contains the other Circle, then you are responsible for aligning with the interpretation given by the broader Circle’s Secretary.

3.5.3 Interpretations Become Standards

When ruling on an interpretation, a Secretary may choose to publish that interpretation and the logic behind it in writing. If published, the Secretary of that Circle and the Secretaries of any contained Circles are responsible for attempting to align any future rulings with the previously published logic and interpretations.

A Secretary may only contradict previously published logic or interpretations once a compelling new argument or circumstance supports a reversal. If such a contradiction is also published, its logic and interpretations become the new standard that all future rulings must align with.

3.5.4 Striking Invalid Governance

Anyone filling a Role in a Circle may ask its Secretary to rule on the validity of any Governance of the Circle or any Role or Sub-Circle ultimately contained by the Circle. Upon such a request, if the Secretary concludes the Governance conflicts with the rules of this Constitution, the Secretary must then strike the offending Governance from the acting Governance record. After doing so, the Secretary must promptly communicate what was struck and why to all Partners filling Roles within the Circle that held the offending Governance.

Article 4: Adoption Matters

4.1 Ratifiers Cede Authority

By adopting this Constitution, the Ratifiers cede their authority to govern and run the Organization or direct its Partners, and may no longer do so except through authority granted to them under the Constitution’s rules and processes. However, as an exception to this rule, the Ratifiers may continue to hold and exercise any authority that they do not have the power to delegate, such as anything required by policies outside of their control, or by the Organization’s bylaws.

4.2 Anchor Circle

Upon adopting this Constitution, the Ratifiers must establish an initial Circle to express the overall Purpose of the Organization. This “Anchor Circle” becomes the broadest Circle in the Organization, and automatically controls all Domains that the Organization itself controls. The Anchor Circle has no Super-Circle, and does not elect a Rep Link. All Partners of the Organization are Circle Members of the Anchor Circle.

4.2.1 Lead Link for the Anchor Circle

The Ratifiers may either appoint one or more Lead Links for the Anchor Circle, or leave the Anchor Circle without any Lead Links.

If the Ratifiers leave the Anchor Circle without a Lead Link, all decisions that normally require Lead Link authority become valid outputs of the Circle’s Governance Process. Any Role within the Circle may thus exercise Lead Link authority operationally by making a Proposal via the Circle's Governance Process.

Further, in an Anchor Circle with no Lead Link, the authority Roles normally have to impact undelegated Circle Domains is revoked. Instead, the Circle’s Roles may only impact its Domains if a Policy explicitly allows the impact, or, alternatively, by making a Proposal to allow a specific impact using the Circle’s Governance Process.

4.2.3 Organization’s Purpose

The Purpose of the Organization is the deepest creative potential it can sustainably express in the world, given all of the constraints acting upon it and everything available to it. That includes its history, current capacities, available resources, Partners, character, culture, business structure, brand, market awareness, and all other relevant resources or factors.

The Lead Link Role of the Anchor Circle holds an Accountability for discovering the Purpose of the Organization, and controls this Purpose definition as its Domain. If the Anchor Circle has no Lead Link, this Accountability is retained by the Ratifiers until delegated to a Role within the Circle, and the Domain is held by the Anchor Circle itself.

4.2.4 Updating the Anchor Circle

The Lead Link Role of the Anchor Circle has the authority to name the Circle, clarify its Domains, and add or modify its Accountabilities.

The Lead Link Role of the Anchor Circle may also appoint his or her own replacement as desired, unless otherwise specified by the Ratifiers.

4.3 Initial Structure

Either the Ratifiers or a Lead Link of the Anchor Circle may define an initial structure and other Governance for the Organization, outside of the usual Governance Process required by this Constitution. If that initial structure includes any other Circles, the Lead Links of those Circles may do the same within their Circles. This authority may only be used to define an initial structure for a Circle to start from, before the Circle has begun conducting its Governance Process.

4.4 Legacy Policies and Systems

Any existing policies and systems the Organization has in effect before adopting this Constitution continue in full force after adoption, even if they include constraints or authorities that are not reflected in Governance records. This may include compensation systems, hiring and firing processes, work-related policies, etc.

However, these legacy policies and systems will lose all weight and authority as soon as Governance is defined that replaces or contradicts them. In addition, they may not be modified or added to in their legacy form. Anyone wishing to do so must first capture or otherwise empower the policy or system using the Governance Process defined in this Constitution.

4.5 Process Breakdown

A “Process Breakdown” occurs when a Circle shows a pattern of behavior that conflicts with the rules of this Constitution.

4.5.1 Breakdown from Failed Governance

The Facilitator of a Circle may declare a Process Breakdown in the Circle if the participants in one of its Governance Meetings fail to successfully process a Proposal, even after a reasonably long time is spent trying to do so. If the Proposer specially requested that Governance Meeting specifically for processing that Proposal, then the Proposer may also declare a Process Breakdown in this case.

4.5.2 Breakdown from Unconstitutional Behavior

The Facilitator or Secretary of a Circle may declare a Process Breakdown within that Circle or one of its Sub-Circles upon discovering a pattern of behavior or outputs that conflicts with the rules of this Constitution.

4.5.3 Process Restoration

Whenever an authorized party declares a Process Breakdown within a Circle, the following occurs:

  • (a) the Facilitator of the Super-Circle gains a Project to restore due-process within the Circle; and
  • (b) the Facilitator of the Super-Circle gains the authority to take over as Facilitator or Secretary of the Circle, or to appoint someone else to do so; and
  • (c) the Facilitator of the Circle gains the authority to judge the accuracy of any arguments presented to validate Proposals or Objections within the Circle’s Governance Process.

These authorities are temporary and cease as soon as the Facilitator of the Super-Circle concludes that due process has been restored within the Circle. If there is no Super-Circle of the Circle experiencing a Process Breakdown, then all of these powers instead vest with the Facilitator of the Circle itself.

4.5.4 Escalation of Process Breakdown

A Process Breakdown of one Circle may not be considered a Process Breakdown of its Super-Circle, as long as the Super-Circle’s Facilitator is working to resolve the Process Breakdown promptly and diligently.

However, if the Process Breakdown is not resolved within a reasonable timeframe, then the Facilitator of any Super-Circle that ultimately contains the offending Circle may declare a Process Breakdown within the offending Circle’s Super-Circle as well.

4.6 Constitution Amendments and Repeal

The Ratifiers or their successors may amend this Constitution or repeal it entirely, using whatever authority and process they relied upon to adopt it. Amendments must be in writing and published where all Partners of the Organization can access them.


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