Holacracy pt. 1

Holacracy Constitution in Plain English

TABLE OF CONTENTS

Article I: Energizing Roles

A role is Holacracy’s core building block for organizational structure. This article covers the basic authorities and duties conveyed to a partner filling a role.

Article II: Circle Structure

A circle contains and integrates many roles. This article describes how a circle is structured, and how the roles within it are assigned, elected, or formed into further sub-circles.

Article III: Governance Process

A circle’s governance process is used to define its roles and policies. This article defines the governance process and the ground rules for proposing changes or objecting to proposals.

Article IV: Operational Process

The circle members of a circle rely on each other to help get their operational work done. This article covers the duties of circle members with respect to supporting one another, and how tactical meetings work.

Article V: Adoption Matters

This article deals with the transition from pre-Holacracy to operating under this Constitution, and provides rules when adopting Holacracy within a board structure with a group of representatives in lieu of a single Lead Link.

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This constitution compiles the rules of Holacracy, but is not meant as learning material — you don't learn a new game by reading the rules. If you're looking for an introduction, check out our How It Works page and our Introductory Video.

Article I
Energizing Roles

1.1 Definition of Role

A “Role” is an organizational entity meant to be filled and energized by one or more duly-assigned Partners of the Organization, in order to (a) express certain capacities or potentials, perform certain functions, and/or pursue certain results on behalf of the Organization (such Role’s “Purpose”); and (b) control and regulate certain property, functions, processes, domains, or areas on behalf of the Organization (each a “Domain” of such Role); and (c) perform or otherwise manage and effect the execution of certain ongoing activities for the Organization (each an “Accountability” of such Role).

Basically,

A “Role” is an organizational entity with a “Purpose” to express, “Domains” to control, and “Accountabilities” to perform.

1.2 Responsibilities of Role-Filling

A Partner duly filling a Role shall have the responsibilities documented in thisSection 1.2, until such Partner enacts whatever resignations or other due-process may be necessary to cause their removal from such Role assignment.

Basically,

When filling a Role, a Partner accepts the following responsibilities:

1.2.1 Processing Tensions

A Partner duly filling a Role shall regularly compare the current expression of such Role’s Purpose and enactment of its Accountabilities to such Partner’s sense of an ideal potential expression of such Purpose and enactment of such Accountabilities, to identify gaps between the current reality and such a sensed potential (each such gap a “Tension”). For each Tension so identified, such Partner shall attempt to reduce such Tension by identifying and enacting one or more appropriate courses of action given the authorities and other mechanisms available to such Partner under this Constitution.

Basically,

A Partner is responsible for sensing “Tensions” for that Role and processing them. A Tension is a gap between what is, and what could be better.

1.2.2 Processing Accountabilities

A Partner duly filling a Role shall regularly review all Accountabilities of such Role and determine, in service of expressing each such Accountability, (a) specific actions that could be executed immediately by such Partner and would be useful to the Organization to have promptly executed in the absence of competing priorities (each a “Next-Action”), and (b) specific outcomes that require multiple sequential actions to achieve and that would be useful to the Organization to work towards realizing in the absence of competing priorities (each such outcome a “Project”).

Basically,

A Partner is responsible for breaking down their Role’s Accountabilities into Projects and Next-Actions to move them forward. A Project is an outcome to achieve, and a Next-Action is a concrete, physical action that could be executed immediately if time allowed.

1.2.3 Processing Projects

A Partner duly filling a Role shall regularly assess which of the Projects tracked for such Role are important enough to focus such Partner’s available attention and other resources towards enacting presently or imminently (each a “Current Project”). For each Current Project, such Partner shall further determine and capture any Next-Action(s) reasonably necessary or desirable at that point in time to move towards enacting such Project.

Basically,

A Partner is responsible for breaking down all of their Projects into Next-Actions.

1.2.4 Tracking Projects & Next-Actions

A Partner duly filling a Role shall (a) explicitly capture and track, in a database or similar tangible form readily transmittable to or reviewable by another Partner, all Projects and Next-Actions identified by such Partner for such Role, and (b) regularly review, update, and maintain such database such that it remains reflective of the current state of the actual and potential work of such Role.

Basically,

A Partner is responsible for tracking their Projects and Next-Actions in a tangible system outside their mind (database, list…), and keeping this system up to date.

1.2.5 Directing Attention & Resources

Except as otherwise constrained by the terms of this Constitution or the outputs of its processes, a Partner duly filling a Role shall have the ongoing responsibility to consciously consider all of the Next-Actions and other potential activities that could be executed upon in service of such Role, as well as such Partner’s available time, attention, energy, and any other resources duly available for use by such Role, and to continually assess which such activities are most appropriate to deploy such resources towards in service of such Role and the Organization, and to so deploy such resources and execute such Next-Actions and other activities.

Basically,

A Partner is responsible for consciously and continually choosing which Projects and Next-Actions to work on or to spend resources towards, among all available options.

1.3 Authority Over Domains

A Partner duly filling a Role shall have the authority to control and regulate each Domain assigned to such Role, by (a) assessing specific requests for permission to take actions that impact such a Domain, and approving or denying such requests, and (b) defining or amending ongoing grants of authority allowing others to exert control or cause a material impact within such a Domain, as well as limits or constraints on how others may do so when otherwise authorized (each such grant or constraint of authority a “Policy”), which shall be valid and binding once published in a forum freely and conveniently accessible to all Partners who may be impacted by such a Policy; provided, however, that the authorities granted under this Section 1.3 shall be further limited by and subject to any constraints duly operating upon such Role itself or such Domain per the terms of Section 2.1.4.

Basically,

When filling a Role with a Domain, a Partner has the authority to control (authorize or restrict) how other Roles can impact this Domain, or to establish ongoing authorizations or restrictions via Policies for this Domain.

1.4 Authority to Act

A Partner duly filling a Role shall have the authority to execute any Next-Actions reasonably necessary or desirable for the expression of such Role’s Purpose or the enactment of such Role’s Accountabilities, provided that such a Next-Action (a) does not violate a constraint of authority duly affecting such Role under the terms of Section 2.1.4; and (b) does not exert control or cause a material impact within a Domain duly assigned to another Role of the Organization or otherwise owned by another sovereign entity, unless (i) such Partner has received permission to so exert control or cause such an impact by a representative of such other Role or entity with the due authority to allow such control or impact within such a Domain, or (ii) relevant Policies in effect for such a Domain allow such action and such Role-Filler follows such Policies in so acting.

Basically,

When filling a Role, a Partner can take any action to express the Role’s Purpose or Accountabilities, as long as it doesn’t impact the Domain of another Role without permission.

Article II
Circle Structure

2.1 Circle Basics

A “Circle” is a Role that is duly-authorized, as provided for herein, to (a) further differentiate and organize the expression of its Purpose, control of its Domain, and enactment of its Accountabilities, by defining and evolving its own contained Roles through its own governance process (those not already defined in this Constitution being its “Defined Roles”), and (b) coordinate and integrate the work activity of those persons energizing such Roles or otherwise appointed to such Circle as provided for herein (its “Circle Members”).

Basically,

A Circle is a Role authorized to break itself down into sub-Roles, so multiple people can work together to express the Circle’s overall Purpose and Accountabilities.

2.1.1 Role Definition

The Roles of a Circle may only be defined or amended through the due governance process defined in Article III of this Constitution, except for the limited exceptions granted under the terms of Section 5.3, and under no circumstances may anyone or any process cause or grant authority for a Circle’s Roles to be so defined or amended through any means other than such due-process.

Basically,

The Roles of a Circle can only be defined through the governance process detailed in Article III.

2.1.2 Policy Definition

Policies granting or limiting authority within a Domain duly controlled by a Circle may only be defined or amended through the due governance process defined in Article III of this Constitution, except to the extent otherwise allowed under the terms of Section 2.2.1. Further, solely for the purpose of defining Policies that limit authority of its contained Roles, a Circle shall be deemed to hold a Domain controlling all of the functions and activities performed by such Roles, whether or not explicitly defined as a Domain of such Circle.

Basically,

Policies to control a Circle’s Domain are also defined through the governance process detailed in Article III.

2.1.3 Roles May Impact Circle Domain

Extending the terms of Section 1.4, each Role within a Circle shall hold the further authorization to exert control or cause a material impact within any Domain duly controlled by such Circle itself, or which such Circle otherwise has a grant of authority to so impact, subject to any limitations or constraints duly acting upon such Circle itself or defined by Policy of such Circle; provided, however, that the authority granted under thisSection 2.1.3 shall exclude the authority to control or regulate such a Domain under the terms of Section 1.3, or to transfer or otherwise dispose of or significantly limit any rights of such Circle to such Domain or any assets or other significant property within such Domain, unless explicitly authorized by someone otherwise holding such authority.

Basically,

Any Role within a Circle can generally impact the Circle’s Domain without explicit permission, unless the Domain was delegated to another Role within the Circle.

2.1.4 Delegation of Control

A Circle may delegate the authority to regulate such Circle’s Domains or any part or aspect thereof to a Role within such Circle by defining a Domain upon such a Role, and such a delegation shall remove such Circle’s control of and authority within such Domain to the extent such control and authority is so placed on such Role, except such Circle shall retain the right to amend or remove any such delegations, or to define or modify Policies further granting or constraining such Role’s authority within such Domain; all provided, however, that any such delegation (a) shall be limited by whatever authority such Circle itself duly enjoys, and (b) shall exclude the authority to externally transfer from such Circle or to otherwise dispose of or significantly limit any rights of such Circle to such Domain or any assets or other significant property within such a Domain, unless such authority is explicitly included by a Policy of such Circle.

Basically,

A Circle can delegate part or all of its Domain to a Role within the Circle, in which case that Role then controls that part of the Domain. One caveat: that Role still cannot spend resources in the Domain or give away control of the Domain, unless explicitly authorized to do so.

2.2 Circle Lead Link

In addition to any Defined Roles, each Circle shall have a “Lead Link Role” with the definition given in APPENDIX A and as further defined in this Section 2.2 (the person so appointed to fill such Lead Link Role, while acting in such capacity, being the Circle’s “Lead Link”).

Basically,

Each Circle has a “Lead Link”, as defined in APPENDIX A.

2.2.1 Holds Undifferentiated Functions

A Circle’s Lead Link shall be deemed to hold any Accountabilities and control any Domain defined on such Circle itself just as if such a Circle were only a Role and such Lead Link filled such Role, but only to the extent that such Accountabilities or control of such Domain, or any part or aspect thereof, have not been defined upon a Role within such Circle or otherwise delegated within such Circle as provided for herein; provided, however, that such Lead Link shall not have the authority to define Policies outside the governance process of such Circle that limit the authority of such Circle’s Roles to impact such a Domain.

Basically,

The Lead Link holds all the Accountabilities and authorities defined on the Circle but not yet delegated to a Role within the Circle.

2.2.2 Defines Priorities & Strategies

A Circle’s Lead Link shall, upon request of any Circle Member of such Circle, assess the relative priority of any Project, Next-Action, or other current potential usage of such Circle’s resources vs. any other such potential usage, and specify which of such potential usages holds higher value to apply such Circle’s resources towards at the then-present time. A Circle’s Lead Link may further specify heuristics, or remove or amend any previously specified, to guide such Circle’s Roles in self-identifying and aligning with such priorities on an ongoing basis, with each such heuristic expressed as one potentially-valuable activity, emphasis, focus, or goal to generally prioritize over another potentially-valuable activity, emphasis, focus, or goal (each such heuristic a “Strategy” of such Circle).

Basically,

The Lead Link can define work priorities and ongoing “Strategies” for the Circle.

2.2.3 Amending Lead Link Role

No Circle may add Accountabilities or other functions to its own Lead Link Role, or modify such Role’s Purpose. No Circle may remove its Lead Link Role entirely, however a Circle may remove any Accountabilities, Domains, authorities, or functions of such Circle’s Lead Link Role, whether so held per the terms of Section 2.2.1 or defined by this Constitution. Such delegation shall be enacted through such Circle’s due governance process by either placing such elements on another Role within the Circle, or by defining an alternate means of enacting such elements. To the extent any such elements are so delegated, such placement shall preempt and remove such elements from the Lead Link Role, and such Circle may further amend, move, or remove any such delegation through its due governance process.

Basically,

You can delegate functions from the Lead Link to other Roles via governance, but you can never add functions to the Lead Link.

2.3 Circle Participation & Governance

 

2.3.1 Core Circle Members

Except as otherwise specified in this Constitution, the persons authorized to participate in the governance process defined in Article III for a Circle (its “Core Circle Members”) shall be:

1. each Partner filling a Defined Role of such Circle;
2. the Lead Link of such Circle, as defined in Section 2.2;
3. each Rep Link elected to such Circle, as defined in Section 2.6.5;
4. and each Cross Link into such Circle, as defined in Section 2.7.

Basically,

By default, anyone filling a Role in a Circle is a “Core Circle Member” and can participate in the governance process of the Circle. This includes the Circle’s Lead Link, and any Rep Links or Cross Links appointed to the Circle.

2.3.2 Exclusion for Multi-Filled Roles

A Circle may enact a Policy, as otherwise provided for herein, limiting how many Partners filling a particular Defined Role may be Core Circle Members due to that particular assignment, provided that such a Policy (i) must allow at least one of the Partners filling each Defined Role to serve as Core Circle Members during any governance of such Circle, and (ii) must specify how such Partner or Partners shall be determined. To the extent there are Partners filling such a Role who are not Core Circle Members of such Circle as a result of such a Policy, then, unless an alternate pathway is provided by such Policy for such Partners to process Tensions about such Role’s work, each Core Circle Member filling such Role shall be deemed to also hold the Purpose and Accountabilities of a Rep Link, as defined in APPENDIX A, with the Circle referenced therein meaning such Role, and the Circle Members referenced therein meaning those Partners filling such Role who are not Core Circle Members of such Circle.

Basically,

If a Role is filled by multiple people, a Circle can adopt a Policy saying that only one of those people gets to be a Core Circle Member representing that Role in governance. If so, the person appointed for that Role acts like a Rep Link and channels tensions from other people filling the Role into the governance process.

2.3.3 Exclusion for De Minimis Allocation

The Lead Link of a Circle may exclude a Partner from serving as a Core Circle Member of such Circle when (i) such Partner would only otherwise serve as a Core Circle Member due to filling Defined Roles of such Circle, and (ii) such Partner only has a de minimis amount of time or attention allocated to such Roles, as reasonably judged by such Lead Link. If such a Partner is so excluded, unless otherwise delegated as allowed bySection 2.2.3, the Lead Link of such Circle shall automatically be deemed to also hold the Purpose and Accountabilities of a Rep Link, as defined in APPENDIX A, with the Circle referenced therein meaning such Roles, and the Circle Members referenced therein meaning each such excluded Partner.

Basically,

If a person is doing very little work for a Role, the Lead Link can decide that person is not a Core Circle Member.

2.3.4 Special Appointments of Core Members

Additional persons beyond those required per the terms of this Section 2.3 may be specially appointed to also serve as Core Circle Members of a Circle from time to time. Such an appointment may be enacted by the Lead Link of a Circle or granted via a Policy of a Circle, and any such appointments shall endure until removed by whatever authority or process so enacted it, provided that neither the Lead Link nor a Policy may cause the removal of someone as a Core Circle Member while such status is otherwise granted under other terms of this Section 2.3.

Basically,

The Lead Link can appoint someone outside the Circle to be a Core Circle Member. This can also be done through a Policy.

2.4 Role Assignment

The Lead Link of a Circle shall have the authority to assign one or more Partners of the Organization or other appropriate persons to fill and execute upon any of such Circle’s Defined Roles, subject to any relevant Policies of such Circle or of any other duly-authorized Role or Circle of the Organization.

Basically,

The Lead Link can assign any Partner of the Organization to fill a Role of the Circle, unless a Policy says otherwise.

2.4.1 Unfilled Roles

Whenever a Defined Role is unfilled for any reason, such Circle’s Lead Link shall automatically be deemed to fill such Role until such time as at least one Partner has been duly assigned to such Role.

Basically,

When a Role is unfilled, the Lead Link automatically fills it by default.

2.4.2 Assigning Roles to Multiple People

A Defined Role may be assigned to multiple persons only to the extent that assigning more than one person would not decrease the clarity of who shall hold the Accountabilities and authorities of the Role within each specific context or instance of work facing such Role. As one possible method of meeting the preceding criteria, a person duly-assigning multiple persons to a single Defined Role shall have the further authority to specify, along with each such assignment, a specific context, area, or similar subset of the Role’s possible focus (such assignment’s “Focus”), in which case the Purpose, Accountabilities, and Domain defined for such Role shall be interpreted as applying specifically and only within the Focus so specified for each such assignment.

Basically,

A Role can be assigned to multiple people as long as it’s clear who holds accountabilities and authorities for specific situations facing the Role. One way of making this clear is to assign a “Focus” to each person filling the Role.

2.4.3 Resignation from Roles

A Partner so assigned to a Role of a Circle under this Section 2.4 may resign from such assignment at any time by giving notice to the Lead Link of such Circle, or, if such Lead Link no longer holds the authority to assign Partners to Roles of such Circle, then to whoever holds such authority. Any such resignation shall take effect upon the conveyance of such notice or at any later time specified in such notice, and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective; provided, however, that constraints on resignations may be defined as terms of the relationship between a Partner and the Organization, and any such additional terms shall prevail over those specified in this Section 2.4.3.

Basically,

Someone can resign from a Role assignment at any time by giving notice to the Circle’s Lead Link, unless they’ve agreed otherwise.

2.5 Elected Roles

Except as otherwise provided herein, each Circle shall include, in addition to its Defined Roles, a “Facilitator Role”, a “Secretary Role”, and a “Rep Link Role” with the definitions given in APPENDIX A and as further defined in this Constitution (collectively, the “Elected Roles”, with “Facilitator”, “Secretary”, and “Rep Link” meaning the person filling each such Elected Role, respectively, when acting in such capacity).

Basically,

Every Circle has the following Elected Roles: “Facilitator”, “Secretary”, and “Rep Link”, as defined in APPENDIX A.

2.5.1 Elections & Eligibility

Except as otherwise specified herein, each Circle shall hold regular elections to elect a Core Circle Member of such Circle into each of the Elected Roles for such Circle, using the process and rules defined in Article III. Any Core Circle Member of a Circle shall be eligible for such an election and each Core Circle Member may hold multiple Elected Roles, except that the Core Circle Member filling the Lead Link Role for a Circle shall not be eligible for election into either the Facilitator Role or the Rep Link Role for such Circle.

Basically,

Any Core Circle Member is eligible for an Elected Role, except the Lead Link, who cannot be Facilitator or Rep Link.

2.5.2 Election Terms & Revisiting

Each election for an Elected Role shall carry a term defined during the election process, after which a new regular election for such Elected Role shall be held. However, even before a term has expired, any Core Circle Member of a Circle shall have the authority to call for and cause a new election to be held for any of the Elected Roles of such Circle, as provided for in Article III.

Basically,

Elected Roles are elected for a term defined during the election, but anyone can call for a new election at any time.

2.5.3 Amending Elected Roles

A Circle may add Accountabilities or Domains to its Elected Roles from time to time through the governance process of such Circle, as well as amend or remove any such additions; provided, however, that no Circle may remove such Elected Roles nor amend or remove any Purpose, Domain, Accountabilities, or authorities granted to such Elected Roles by this Constitution, and a Circle may only add to its own Rep Link Role and not to a Rep Link Role appointed to such Circle under the terms ofSection 2.6.5.

Basically,

A Circle can add Accountabilities or Domains to its Elected Roles and can remove these additions later, but cannot remove anything else from its Elected Roles. A Circle cannot change Elected Roles from other circles, including any Rep Links from its Sub-Circles.

2.5.4 Surrogates for Elected Roles

For the duration an Elected Role is unfilled for any reason, or to the extent the Core Circle Member filling an Elected Role is not present within a relevant meeting of such Circle or feels unable or unwilling to enact such Role’s duties, then, until such Role can be normally filled and executed as called for herein, such Role shall be deemed to be filled on an interim basis by: (a) an alternate person specified in advance or at the time by the person then-acting in such Role, provided such alternate accepts such appointment; or, if there is no such alternate specified or present, then by (b) the acting Facilitator of such Circle; or, if there is no acting Facilitator so elected or present, then by (c) the acting Secretary of such Circle; or, if there is no acting Secretary so elected or present, then by (d) the Lead Link of such Circle; or, if there is no Lead Link of such Circle duly appointed or present, then by (e) the first Core Circle Member of such Circle who so declares themselves as filling such Role.

Basically,

When an Elected Role is unfilled or its Role-filler absent, it is temporarily filled in this order: (a) by an alternate person appointed by the Role-filler, (b) by the Facilitator, (c) by the Secretary, (d) by the Lead Link, or (e) by the first Core Circle Member to volunteer.

2.6 Sub-Circles

Any of a Circle’s Defined Roles may be further authorized to act as a Circle, subject to the terms of this Section 2.6 (a Circle contained within another Circle being a “Sub-Circle” in relation to such containing Circle, and such a containing Circle being the “Super-Circle” in relation to its Sub-Circles).

Basically,

A Role within a Circle can become a Circle itself; it then becomes a “Sub-Circle” to its containing “Super-Circle”.

2.6.1 Formation of Sub-Circles

A Circle may cause or permit the formation of a Sub-Circle by, through its due governance process, either (a) authorizing any Defined Role within such Circle to itself expand into a full Circle; or (b) creating a new Defined Role to encompass and integrate one or more other Defined Roles already contained within such Circle, in which case such new Defined Role shall be a Circle and such other Defined Roles shall move into such new Circle upon its formation and thus be removed from direct containment within such original Circle, provided, however, that for such act to be valid, the new Circle must have a Domain defined broadly enough to contain the Domain of all such Roles so being encompassed.

Basically,

A Circle can create a Sub-Circle through governance by either (a) expanding an existing Role into a Circle, or (b) integrating several existing Roles into a new Circle.

2.6.2 Modification of Sub-Circles

A Circle may modify the Purpose, Domain, or Accountabilities defined upon its Sub-Circles through its due governance process in the same manner as for any other Defined Role of such Circle, and may further refine the boundary between its own functions and those of such a Sub-Circle by moving Defined Roles or Policies into such Sub-Circle from such Circle or vice-versa, provided that any Defined Roles or Policies so moved must be otherwise permitted and valid within the target Circle of such a move under the rules of this Constitution.

Basically,

A Circle can modify the Purpose, Domain, or Accountabilities of its Sub-Circles through governance, just like its other Roles.

2.6.3 Removal of Sub-Circles

A Circle may remove, through its due governance process, any Sub-Circle contained within such Circle at any time, by (a) removing such Sub-Circle entirely, in which case all of such Sub-Circle’s Roles, including further Sub-Circles, recursively, shall also be terminated, however any Policies defined for such Sub-Circle’s Domain shall be retained by such Circle unless otherwise specified through such Circle’s governance process; or (b) collapsing such Sub-Circle back into a Role that is not authorized to serve as a Circle, in which case all of such Sub-Circle’s Roles shall be automatically terminated, including any further Sub-Circles, recursively, but such Role so collapsing shall itself be retained, as shall any Policies defined for such Role’s Domain; or (c) dissolving the Sub-Circle’s boundary without removing its contents, in which case such Sub-Circle shall be removed, however all Policies and Roles within such Sub-Circle, including further Sub-Circles, shall be retained within the Circle so dissolving such boundary.

Basically,

A Circle can remove a Sub-Circle through governance by (a) removing the Sub-Circle entirely, including all Roles within it, (b) collapsing the Sub-Circle into a single Role, thus removing all Roles within it, or (c) dissolving the Sub-Circle’s boundary, so that all Roles within it are absorbed by the Circle.

2.6.4 Lead Link to Sub-Circle

A Circle containing a Defined Role that is also a Sub-Circle may appoint a person to fill such Defined Role using the same process and authority as for any other Defined Role of such Circle, including revoking or changing such appointment as-desired, and the person so appointed to fill such Role shall also automatically fill the Lead Link Role within such Sub-Circle and become a Circle Member of such Sub-Circle for the duration of such appointment.

Basically,

A Role that is also a Sub-Circle still has someone assigned to fill it just like any other Role. That person becomes the Lead Link to the Sub-Circle.

2.6.5 Rep Link to Super-Circle

The Rep Link elected by a Circle shall automatically become a Circle Member of such Circle’s Super-Circle for the duration of such appointment; provided, however, that, unless otherwise specified in a Policy of such Super-Circle, a Rep Link of any Circle lacking any Core Circle Members beyond those serving as Lead Link or Cross Links into such Circle shall not become a Circle Member of such Super-Circle, and an election into such Rep Link Role need not be conducted until such Sub-Circle has Core Circle Members beyond those serving as Lead Link or Cross Links.

Basically,

The Rep Link elected by a Circle automatically becomes a Core Circle Member of its Super-Circle.

2.7 Cross Linking

By enacting a Policy as otherwise allowed herein, a Circle may allow any other entity or group, whether external to the Organization or a Role or Circle within the Organization (in any case, the “Linked Entity”), to appoint a representative to participate within the governance and operations of such Circle or any Sub-Circle of such Circle (whichever is so specified being the “Target Circle”), in which case the terms of this Section 2.7 shall further govern such representation to the extent not otherwise specified in the Policy so allowing such representation (such Policy being the “Cross Link Policy”).

Basically,

A Circle can define a “Cross Link Policy” through governance to invite another entity (the “Linked Entity”) to have a representative in that Circle or any of its Sub-Circles (the “Target Circle”).

2.7.1 Cross Link Role

Upon the enactment of a Cross Link Policy, the Linked Entity and the Target Circle shall be deemed connected by a special Rep Link Role as defined in APPENDIX A, but with the Circle referenced therein being the Linked Entity and the Super-Circle being the Target Circle (such a special Rep Link Role being a “Cross Link Role”, with the person filling such Role when acting in such capacity being the “Cross Link”); however, if the Linked Entity is not a Circle, then the functions of a Cross Link Role shall be considered functions of the Linked Entity itself rather than a separate Role within such Linked Entity, and its Circle Members shall be considered anyone duly-energizing or otherwise operating within such Linked Entity. Further, if the Linked Entity is not a Role governed by this Constitution, then the Cross Link Policy shall further define the Linked Entity so represented and the Purpose and Accountabilities held by its Cross Link Role within the Target Circle.

Basically,

The Linked Entity and the Target Circle are connected by a “Cross Link Role”. It functions as a Rep Link for the Linked Entity to channel tensions into the Target Circle.

2.7.2 Cross Link Assignment

A Cross Link Role may be duly filled by (a) the Linked Entity appointing the single person already duly-energizing the Linked Entity within its own context to fill such Role, to the extent such a single person so exists; or by (b) the Linked Entity appointing a single person to fill such Role using whatever authority and due-process such Linked Entity may otherwise have and use for enacting similar appointments to its other Defined Roles or similar work functions; or (c) to the extent the Linked Entity represents a group with no single nexus of authority to directly appoint a representative to energize the Cross Link Role, then by whatever process may be defined by the Cross Link Policy or the Target Circle for filling such Role with such a representative on behalf of the Linked Entity. For the duration a Cross Link Role is unfilled for any reason, such Cross Link Role shall be deemed non-existent and shall have no default assignment or effect.

Basically,

A Cross Link Role is filled by the Linked Entity, however it chooses, unless the Linked Entity is a group with no single nexus of authority. In that case, the Target Circle gets to decide who represents the group, unless a relevant Policy or agreement says otherwise.

2.7.3 Cross Link Authority

A Cross Link shall be considered a Circle Member of the Target Circle and may use all authorities available to such a Circle Member to process Tensions sensed on behalf of the Cross Link Role; provided, however, that a Cross Link may not use such authorities within the Target Circle to build or enact capacities for the Linked Entity beyond those which would also help such Target Circle express its own Purpose or Accountabilities.

Basically,

In the Target Circle, a Cross Link has the same authority as any other Circle Member, as long as it exercises it for the Purpose of the Target Circle.

2.7.4 Additions to Cross Link Role

A Linked Entity may add to or amend its Cross Link Role through its own due governance process, and such Role shall further inherit any Accountabilities required on such a Role by a Policy duly operating upon the Linked Entity; in either case, any Accountabilities so added shall apply in both the Linked Entity and the Target Circle unless otherwise specified through the governance process of the Linked Entity or in the Cross Link Policy. A Target Circle may add Domains or Accountabilities to a Cross Link Role through its own due governance process, and may later amend or remove the same, however any such additions shall apply only to the Cross Link Role within such Target Circle and not to or within the Linked Entity, and a Cross Link may not allocate any resources of the Linked Entity to enact Accountabilities added to the Cross Link Role within the Target Circle, except to the extent such allocations would otherwise benefit the Linked Entity given its own Purpose and Accountabilities.

Basically,

A Linked Entity can modify its Cross Link Role through governance, and the modifications apply in the Target Circle. A Target Circle can also modify a Cross Link Role, but the modifications do not apply in the Linked Entity.

2.7.5 Boundaries and Delegation

To the extent a Circle defines a Cross Link Policy referencing a Role of the Organization as the Linked Entity, such Role must be directly contained within such Circle or any Super-Circle of such Circle, recursively. However, either a Linked Entity or a Target Circle so referenced by a Cross Link Policy may further delegate such designation by specifying one of its own contained Roles or Circles, as the case may be, to act as the Linked Entity or Target Circle for the purposes of such Cross Link Policy. Any such delegation shall happen via a Policy enacted by the entity so delegating, which may later be amended or removed, all as otherwise allowed herein. Upon such a delegation, all terms and effects defined herein shall transfer to the newly specified Linked Entity or Target Circle, as the case may be, including the authority to further delegate such a designation.

Basically,

If a Circle is invited to appoint a Cross Link, or required to accept one, it can delegate that connection to one of its own Roles or Sub-Circles. No other Circle can bypass this delegation by directly specifying one of its Roles or Sub-Circles – it’s up to the Circle how it wants to delegate a Cross Link connection.

Article III
Governance Process

3.1 Scope of Governance

Each Circle’s governance process shall be enacted under the rules and processes of this Article III, in order to:

1. create, amend, or remove Roles of such Circle; and
2. create, amend, or remove Policies of such Circle; and
3. hold elections for Elected Roles, as specified in Section 2.5; and
4. authorize, amend, or dissolve Sub-Circles, per Section 2.6.

The activities defined in this Section 3.1 shall constitute the “Governance Activities” of a Circle, and the then-current acting results of such activities its “Governance”. No outputs or decisions aside from those defined in thisSection 3.1 shall be considered due Governance of a Circle, and the Secretary of a Circle shall only capture such allowed outputs in the official Governance minutes or records of such Circle.

Basically,

The only valid “Governance” acts of a Circle are to create or amend Roles, Policies, or Sub-Circles, or to hold elections. Nothing else can be decided or captured in the Governance records of a Circle.

3.2 Threshold for Governance Changes

Any Core Circle Member of a Circle may propose new or amended Governance or other changes for such Circle using one of the processes defined in Sections 3.3 or 3.4 hereof (a “Proposal”), and such Proposal shall be considered and processed via such process and given the rules and requirements defined in this Section 3.2.

Basically,

For a proposed Governance change to be processed and accepted, it must meet some criteria:

3.2.1 Criteria for Valid Proposals

A Proposal shall only be considered and processed to the extent that it would resolve or reduce a Tension sensed by the Core Circle Member making such Proposal, by:

1. building capacity for or removing a constraint to the expression of the Purpose or enactment of an Accountability of a Role of such Circle filled by such Core Circle Member; or by
2. building such capacity or removing such a constraint for a Role of such Circle filled by another Core Circle Member, when such other Circle Member also senses such Tension and would otherwise be allowed to process such Proposal, and has granted permission for another to process on behalf of one of their Roles, which such permission may be withdrawn anytime; or by
3. evolving such Circle’s explicit Governance to more clearly incorporate activity already happening within such Circle; or by
4. triggering a new election for any of such Circle’s Elected Roles.

A Proposal shall be deemed to meet the criteria defined in this Section 3.2.1 to the extent the Core Circle Member making such Proposal can present an actual, specific, and reasonable present or past situation that, were such Proposal in place, would trigger or would have triggered less of the Tension such Proposal seeks to resolve via one of the means required herein, in the reasonable judgment of such Core Circle Member.

Basically,

A Proposal is generally valid for processing only if it helps one of the Proposer’s roles, unless the Proposer has permission to process tensions for another Role. However, evolving the Governance to better reflect what’s already happening is always allowed, even if unrelated to the Proposer’s roles, as is calling for an election.

3.2.2 Criteria for Valid Objections

A Proposal shall be adopted as formal and binding Governance for such Circle only once every Core Circle Member of such Circle is given an opportunity to raise Objections to adopting such Proposal, in its then-current form if modified from the originally-proposed language, and no such Objections are so raised. An “Objection” to a Proposal shall be defined as a Tension for a Core Circle Member that would be caused by adopting such Proposal, when such Tension either meets all of the standard criteria defined in (a) through (d) below, or meets the special criteria defined in (e) below:

1. if the Tension were unaddressed the current capacity of such Circle to express its Purpose or enact its Accountabilities would actually degrade, thus the Tension is not simply a potential for further improvement but a step backwards in current capacity; for the purposes of this criteria, any degradation in the clarity of such Circle’s Governance or the expectations or authorities granted thereunder shall count as a degradation of capacity; and
2. it is a Tension that does not already exist for such Circle in its present severity even in the absence of such Proposal, thus it would be created or increased specifically by adopting such Proposal; and
3. the Tension is surfaced by presently-known data or events without regard to predicted data or events, provided that an opportunity is likely to exist in the future to sense and respond if and when such predictions begin to manifest; and
4. if the Proposal were adopted, the Tension would otherwise be a valid Tension for such Core Circle Member to process under the terms of this Section 3.2;
5. or, regardless of all of the above criteria, if the Tension is caused because the Proposal would infringe upon the rules defined in this Constitution or prompt such Circle to act outside of the authority granted to it through the due process defined hereunder, or would otherwise hinder such Circle or its Circle Members from operating within the rules, processes, or authorities defined herein or granted hereunder.

Basically,

An Objection is a Tension that would be caused by adopting the Proposal. However, to be valid, an Objection must meet all the following criteria:

1. If the Objection were unaddressed, the Proposal would hurt the Circle, not just fail to improve it,
2. The Objection would be created specifically by adopting the Proposal, and thus wouldn’t exist if the Proposal were dropped,
3. The Objection either arises from known data, or, if predictive, there would not be an opportunity to adapt before significant harm could be done,
4. The Objection would be a valid Tension to process under the terms of Section 3.2.
5. Alternatively, an Objection is valid regardless of the above if it’s caused because the Proposal infringes on the rules of the Constitution.

3.2.3 Discerning Objections

Except as expressly provided otherwise in this Constitution, a Tension raised by a Core Circle Member as a claimed Objection to a Proposal for a Circle shall be deemed to meet the criteria defined in Section 3.2.2, and thus be considered an actual Objection, to the extent such Core Circle Member can present a reasonable and specific argument for why such a claimed Objection meets each such specific criterion.

Basically,

An Objection is valid when the Objector can present a reasonable argument for why the Objection meets each criterion.

3.2.4 Representing Linked Circles

For the purposes of this Section 3.2, the following rules shall also apply with regard to Proposals or Objections raised by a Role linked into a Circle from another Circle or similar entity:

1. From a Lead Link. Any Proposals for a Circle or claimed Objections to such Proposals raised by the Lead Link of such Circle shall further be considered valid to the extent they would otherwise be valid if raised within such Circle’s Super-Circle or any Super-Circle thereof, recursively, by any relevant Core Circle Member of such a Super-Circle.
2. From a Rep Link. For the purposes of assessing Proposals for a Circle or claimed Objections to such Proposals raised by a Rep Link to such Circle from a Sub-Circle, such Rep Link shall be considered to fill the whole Sub-Circle Role within such Circle, exactly as does the Lead Link appointed to such Sub-Circle.
3. From a Cross Link. Any Proposals for a Circle or claimed Objections to such Proposals raised by a Cross Link to such Circle shall further be considered valid to the extent they would otherwise be valid within a Governance Meeting of the Linked Entity such Cross Link represents, except as limited by Section 2.7.3.

Basically,

Links from other Circles can make Proposals or raise Objections by following specific rules:

1. The Lead Link of the Circle represents the Super-Circle, and their Proposals or Objections are valid as long as they would also be valid in that Super-Circle.
2. The Rep Link of a Sub-Circle represents the entire Sub-Circle, and is considered to fill that entire Sub-Circle Role for the purpose of testing Proposals and Objections.
3. A Cross Link represents its Linked Entity, so their Proposals or Objections are generally valid as long as they would also be valid in that Linked Entity, with some exceptions.

3.3 Governance Meetings

The Secretary of a Circle shall regularly schedule and convene meetings specifically to enact the Governance Activities of such Circle, which the Facilitator of such Circle shall preside over and facilitate, all in alignment with the rules of this Section 3.3 and any relevant Policies of such Circle (its “Governance Meetings”). In addition to any regularly-scheduled Governance Meetings, the Secretary of a Circle shall further convene a special Governance Meeting of such Circle promptly upon the request of any of its Core Circle Members, and such special Governance Meeting may be used for any purposes that would otherwise be valid in a regularly-scheduled Governance Meeting.

Basically,

This Section defines the Governance Meeting process. Governance Meetings are facilitated by the Facilitator, and scheduled by the Secretary on a regular basis, or on request from a Core Circle Member.

3.3.1 Attendance

All Core Circle Members of a Circle shall be entitled to fully participate in all Governance Meetings of such Circle, as shall the acting Facilitator and Secretary of such Circle even if not Core Circle Members; further, the Lead Link and any Rep Links or Cross Links to such Circle may each invite up to one additional person into each Governance Meeting of such Circle, solely to aid in the processing of a specific Tension affecting the source of such link, and such invited participant shall be treated as a Core Circle Member of such Circle for the duration of such a Governance Meeting. No other persons may participate in the Governance Meetings of a Circle unless explicitly allowed by Policy of such Circle.

Basically,

All Core Circle Members of a Circle are allowed to attend Governance Meetings. Generally no one else can attend; however, the Lead Link and any Rep Links can each invite one additional person just to help process a specific Tension in the area they represent.

3.3.2 Quorum

Unless otherwise specified in a Policy of a Circle, (i) there shall be no quorum requirement for Governance Meetings of such Circle, (ii) any Governance changes enacted within such meetings shall be valid regardless of the number of Core Circle Members in attendance, and (iii) for the purposes of Section 3.2, any Core Circle Members not in attendance at a Governance Meeting shall automatically be deemed to have been given a chance to raise Objections to any Proposals made within such meeting and further deemed to have raised no such Objections; all provided, however, that notice of such meeting was given to all Core Circle Members by the Secretary of such Circle, in alignment with any relevant Policies defined by such Circle or, in the absence of such Policies, in alignment the Secretary’s good-faith judgment of reasonable notice practices.

Basically,

By default, there is no minimum number of participants required for a Governance Meeting, and all Governance changes are valid regardless of attendance.

3.3.3 Agenda Building

The agenda for a Governance Meeting shall be built within such meeting and not beforehand, by the Facilitator soliciting and capturing agenda items on the formal agenda for such meeting at or near the beginning of each such meeting. Agenda items shall be solicited from all Core Circle Members present at a general Governance Meeting, or, in the case of a special Governance Meeting, from just the Core Circle Member who called such special meeting, unless such Core Circle Member chooses to allow additional agenda items from other participants. The Facilitator may add further items to the formal agenda from any participant at any time during a Governance Meeting, even after the initial agenda building has concluded, however, in the case of a special meeting, the Facilitator may not proceed with processing such newly-added items until after all originally-added items have been completed, unless the Core Circle Member who called such special meeting so allows.

1. Agenda Item Format. Each agenda item shall represent one Tension to process, sensed by the participant who raised such agenda item. Each participant shall add such agenda items by providing only a short label as a reference to the Tension such participant intends to address, and shall not engage in explanation or discussion regarding such Tension or a Proposal until processing begins on such agenda item as provided for herein.
2. Ordering the Agenda. Once all agenda items for a Governance Meeting have been surfaced and captured, the Facilitator shall determine the order in which to process such agenda items using any process the Facilitator deems appropriate, provided that any agenda item or items calling for an election of any of the Circle’s Elected Roles must be placed before all other agenda items upon the request of any meeting participant.
3. Processing Agenda Items. Once the order of the agenda has been determined, the Core Circle Members participating in a Governance Meeting shall process each additional agenda item, one at a time, using the process defined in Section 3.3.5 for agenda items calling for election of an Elected Role (the “Integrative Election Process”), and the process defined in Section 3.3.4 for all other agenda items (the “Integrative Decision-Making Process”).

Basically,

A Governance Meeting agenda is built on the fly by the Facilitator capturing agenda items from Core Circle Members.

1. Each agenda item represents one Tension, and is captured by a short label, without discussion.
2. The Facilitator decides the order in which to process agenda items.
3. Core Circle Members process their agenda items one at a time using the Integrative Decision-Making Process, or the Integrative Election Process for elections.

 

3.3.4 Integrative Decision-Making Process

The Integrative Decision-Making Process shall be enacted as follows, but solely within the context of and for the purpose of resolving or reducing the Tension represented by the agenda item so being processed, only as sensed and judged by the Core Circle Member who raised such agenda item (the “Proposer”):

1. Present Proposal: To begin processing the agenda item, the Facilitator shall give the Proposer space to describe the Tension represented by such agenda item, if so desired by the Proposer, and to present a Proposal to address such Tension, which the Secretary shall capture. To the extent the Proposer desires assistance in crafting such a Proposal, the Facilitator may choose to grant space for discussion or allow another process requested by the Proposer, but any such discussion or process must be used solely for the purpose of helping the Proposer craft an initial Proposal to address such Proposer’s Tension, and not to seek Proposals to address other Tensions nor for any integration-related purposes.
2. Clarifying Questions: Once a Proposal is presented by the Proposer, the Facilitator shall allow clarifying questions from other participants for the sole purpose of better understanding the intent or meaning of the Proposal. The Proposer shall be entitled but not required to provide an answer to each such question, and the Facilitator shall disallow any reactions or similar opinions expressed about the Proposal, or discussion of any kind. Any participant may further ask the Secretary to read the captured Proposal or clarify the Organization’s existing Governance, during this step or at any other step or time in this process during which such participant is otherwise allowed to speak, and the Secretary shall so clarify.
3. Reaction Round: Once there are no further clarifying questions, the Facilitator shall allow each participant except the Proposer, one at a time, to share reactions to the Proposal, which may use only first-person or third-person language, without engaging the Proposer in a second-person exchange. The Facilitator shall immediately stop and disallow any out-of-turn discussion or responses, any reactions to other reactions instead of to the Proposal, and any reactions conveyed via a second-person exchange.
4. Amend & Clarify:After concluding the reaction round, the Facilitator shall give the Proposer space, if desired, to share comments or clarifications in response to any reaction, or to make any desired amendments to such Proposal, provided that any such amendments must be primarily for the sake of better addressing such Proposer’s Tension and not Tensions raised by other participants. The Facilitator shall immediately stop and disallow any discussion or comments by anyone other than the Proposer.
5. Objection Round: After the Proposer concludes presenting any clarifications and amendments, the Facilitator shall allow each participant one at a time, including the Proposer, to raise claimed Objections to adopting the Proposal as then-currently amended. Objections shall be presented without discussion or responses of any sort allowed, provided that the Facilitator may test Objections as detailed in Section 3.3.7, and the Facilitator shall capture for later processing any Objections presented that do not fail such test. If no such Objections are so presented, the Proposal shall be adopted as valid Governance for the Circle and the agenda item shall be considered processed and done. If one or more such Objections are so presented and captured, the Facilitator shall instead move on to the following step.
6. Integration: For each Objection captured during the previous step, the Facilitator shall facilitate a discussion to seek an amended Proposal that would still address the intended Tension without raising such Objection. During such process, the Proposer shall assess whether any amended Proposals so suggested would still address the intended Tension, and the participant who raised such Objection shall assesses whether any amended Proposals so suggested would still give rise to such Objection, all subject to the further rules of integration detailed in Section 3.3.8. After crafting an amended Proposal that addresses both the original Tension and all Objections captured in the prior step, such amended Proposal shall become the new working Proposal and the Facilitator shall move back to the prior step in this process.

Basically,

The Integrative Decision-Making Process follows these steps to address the Proposer’s Tension:

1. Present Proposal: The Proposer may explain the Tension and present a Proposal to address it. No discussion, unless the Proposer requests assistance from others to help craft a Proposal.
2. Clarifying Questions: Participants can ask questions to the Proposer for the sole purpose of better understanding the Proposal. The Proposer can choose to respond or not. No discussion.
3. Reaction Round: One at a time, participants can share reactions to the Proposal without engaging the Proposer directly. No discussion.
4. Amend & Clarify: If desired, the Proposer can amend and/or clarify the Proposal to better address the original Tension. No discussion.
5. Objection Round: One at a time, participants including the Proposer can raise Objections to the Proposal. The Facilitator can test Objections (see Section 3.3.7.) If no Objection is raised, the Proposal is adopted. If Objections are raised, the Facilitator captures them all before processing them during Integration.
6. Integration: For each Objection, the Facilitator facilitates a discussion to reach an amended Proposal that resolves both tensions sensed by the Objector and the Proposer. Further rules of Integration are detailed in Section 3.3.8. Once all captured Objections are integrated, the amended Proposal goes through another Objection Round to surface any additional Objections.

3.3.5 Integrative Election Process

The Integrative Election Process shall be enacted as follows:

1. Describe Role. The Facilitator shall start by summarizing the function of the Role so being elected into, and selecting and announcing a term for the election.
2. Fill Out Ballots. Each participant shall fill out a ballot of the form “[nominator’s name] nominates [nominee’s name]”, within which each such participant shall nominate the person so eligible for such election who such participant believes is the best fit for the Role. Everyone participating in an election shall have a duty to select one nominee without abstaining or nominating multiple persons. Before and during this step, the Facilitator shall promptly stop all comments or discussion about potential candidates for the election.
3. Nomination Round. Once all ballots are collected, the Facilitator shall read aloud each ballot, one at a time, and the nominator thereon shall state why such nominator believes the person so nominated would be a good fit for the Role. The Facilitator shall stop any responses or other comments, as well as any comments by the nominator about any other potential candidate aside from the nominee so named.
4. Nomination Change Round. Once all nominations have been so explained, the Facilitator shall allow each participant the opportunity to change such participant’s nomination based on the new information presented during the previous step. The Facilitator shall note any such changes and allow anyone so changing to explain the reasoning for such change, but shall stop any other comments or discussion of any kind.
5. Make a Proposal. Once all changes are noted, the Facilitator shall count the nominations and make a Proposal to elect the candidate with the most nominations for the term previously stated. If there is a tie for the most nominations, then the Facilitator shall do one of the following, at the Facilitator’s sole option: (i) blindly select one of the tied nominees randomly, and propose that person; or (ii) if the Circle Member currently holding the Role is among those tied, propose that person; or (iii) if one and only one of the tied candidates has nominated themselves, propose that person; or (iv) go back to the previous step and require each participant who nominated a candidate who is not among the tied nominees to change their nomination to one of the tied nominees, then continue back to this step and re-apply its rules.
6. Process Proposal. Once the Facilitator makes a Proposal to elect a candidate, the Facilitator shall move to the Integrative Decision-Making Process to further resolve such Proposal, starting directly with the Objection round of such process described in Section 3.3.4(e). When surfacing Objections within such process, if the proposed candidate is so present, the Facilitator shall always ask such candidate for Objections last. Further, if Objections do surface or at any point during the integration step, the Facilitator shall retain the option of throwing out such Proposal and going back to the prior step in this process to select another nominee to Propose, while ignoring the nomination count for the prior candidate.

Basically,

The Integrative Election Process follows these steps:

1. Describe Role. The Facilitator summarizes the function of the elected Role and announces an election term.
2. Fill Out Ballots. Each participant fills out a ballot with their name, and the name of the Circle Member they believe would be the best fit for the Role.
3. Nomination Round. The Facilitator reads aloud each ballot, one at a time, asking each nominator why they think their nominee is the best fit for the Role. No discussion.
4. Nomination Change Round. Participants are allowed to change their nomination based on the information they heard in the previous step. No discussion, except that anyone making a change can explain what swayed them.
5. Make a Proposal. The Facilitator proposes electing the candidate with the most nominations. In case of a tie, the Facilitator can blindly select one tied nominee randomly, or invoke one of several tie-breaking criteria defined here.
6. Process Proposal. The Facilitator processes the Proposal with the Integrative Decision-Making Process, starting directly with the Objection round, and asking the proposed candidate last. If any Objection is raised, the Facilitator can choose to withdraw the Proposal and go back to the previous step to propose another candidate with the next-most nominations.

3.3.6 Testing Proposals

The Facilitator may test whether a Proposal put forth during a Governance Meeting is allowed for processing by requesting the Proposer describe the Tension such Proposal would address and present an actual, specific, and reasonable example situation as required under the terms of Section 3.2.1. During such testing, the Facilitator shall have the limited authority to judge whether such a Tension and situation has been presented, but not the validity or accuracy of such Tension or such situation, nor whether such Proposal would address such Tension or change such situation. Testing of Proposals by the Facilitator may be done when a Proposer initially presents a Proposal or during the integration step of the Integrative Decision-Making Process, and the Facilitator shall always engage in such testing if called upon to do so during such integration step by any Core Circle Member participating in such process. Upon discovering a Proposal is disallowed under the terms of Section 3.2.1, the processing of such Proposal shall immediately cease and the agenda item representing such Proposal shall be struck from the agenda.

Basically,

The Facilitator can test a Proposal by asking the Proposer to present an actual example of how their Tension showed up during the work of one of their Roles (as required in Section 3.2.1). The Facilitator can test a Proposal when it is presented or during Integration, and can judge only whether a case has been presented, not its validity. If the Proposal is disallowed, the Facilitator drops it immediately.

3.3.7 Testing Objections

To the extent any Objections are claimed while processing a Proposal, the Facilitator may test whether any such claimed Objection constitutes an actual Objection by requesting that a Core Circle Member so raising a claimed Objection (the “Objector”) provide the reasonable and specific arguments required under the terms of Section 3.2.3. During such testing, the Facilitator shall have the limited authority to judge whether such an argument has been presented for each criterion, but not the validity or accuracy of such an argument; provided that, for Objections claimed on the basis of Section 3.2.2(e), the Facilitator may ask the Secretary of the Circle for an interpretation under the terms of Section 3.5 of such claimed Objection’s accuracy, and may dismiss any such claimed Objection deemed inaccurate by such Secretary. Testing of claimed Objection by the Facilitator may be done when an Objector initially claims an Objection or anytime thereafter until the Proposal is resolved, and in any case the Facilitator shall always engage in such testing if called upon to do so during the integration step of the Integrative Decision-Making Process or Integrative Election Process, as the case may be, by any Core Circle Member participating in such process.

Basically,

The Facilitator can test Objections when they are raised or during Integration. An Objection is valid only if the Objector can provide a reasonable argument for why the Objection meets the criteria defined in Section 3.2.3. The Facilitator can judge only whether this argument has been presented, not its accuracy. However, for Objections for Non-Valid Governance Ouput (Section 3.2.2(e)), the Facilitator can ask the Secretary to interpret the Objection’s accuracy, and dismiss the Objection if the Secretary deems it inaccurate.

3.3.8 Rules of Integration

During the integration step of processing a Proposal, while attempting to resolve an Objection raised by an Objector, the following additional rules shall apply:

1. The Objector shall have the burden of seeking an amendment to the Proposal in good faith that would resolve the Objection and still address the Proposer’s Tension, and may solicit and receive help in so doing from any other participant in such process; provided, however, that the Objector may first and simultaneously seek to verify such Tension meets the thresholds required for processing as provided for herein. To the extent an Objector declines to or ceases seeking such an amended Proposal in good faith after being alerted of the burden to do so, in the reasonable judgment of the Facilitator, then the Facilitator may deem such Objection abandoned and continue processing the Proposal as if such Objection had not been raised.
2. Any Core Circle Member participating in such process may ask the Proposer clarifying questions about the Tension behind the Proposal, or about any specific situation presented by the Proposer to illustrate such Tension under the terms of Section 3.2.1, in a good faith effort to better understand such Tension. To the extent the Proposer declines or ceases to provide answers in good faith to any such questions asked by the Objector, in the reasonable judgment of the Facilitator, the Facilitator may declare processing such Tension to be presumed invalid and cease such processing, just as if such Tension had been tested under the terms of Section 3.3.6and failed to meet the required threshold.
3. To the extent an Objector has suggested an amended Proposal that would resolve the Objection, and reasonable arguments for why such Proposal would resolve or prevent such Tension in each specific situation presented by the Proposer to illustrate such Tension under the terms of Section 3.2.1, then, for such Tension to be considered to continue meeting the criteria required therein for processing, upon request of any participant, such Proposer must either (i) present a reasonable argument for why such Proposal would fail to remove or prevent the Tension in at least one such specific situation already presented, or (ii) present an additional situation that meets the criteria of Section 3.2.1, along with a reasonable argument for why such Proposal would fail to remove or prevent the Tension in that situation, or (iii) present another amended Proposal that would address such Tension and that such Objector agrees would resolve the Objection. In any case, the Facilitator shall have the limited authority to judge whether reasonable arguments as required under this paragraph have been so presented, but not the validity or accuracy of such an argument.

Basically,

1. The Objector is responsible for amending the Proposal to address the Objection. If the Objector stops trying to amend the Proposal, the Objection is considered abandoned.
2. Core Circle Members can ask clarifying questions to the Proposer to better understand the Tension behind the Proposal, and the Proposer has a duty to answer. If he doesn't, the Proposal is considered abandoned.
3. When the Objector has suggested an amended Proposal and a rationale for why it would address the Tension behind the Proposal, if the Proposer disagrees, the Proposer is responsible for explaining why the amended Proposal would fail to address the Tension, or for suggesting an alternative version that would.

3.3.9 Operational Decisions in Governance Meetings

Without limiting any of the terms of this Article III, to the extent it is done in good faith and does not violate any term of this Section 3.3 or distract from the intended focus of a Governance Meeting, any participant may cause or agree to take on Projects or Next-Actions during such a meeting, or make other operational decisions outside the scope of the Circle’s Governance Activities, provided that such participant otherwise has the authority to do so outside of such meeting. Any operational decisions made within a Governance Meeting shall not constitute formal output of such meeting, shall not be captured by the Secretary in the minutes of such meeting nor the formal Governance records of the Circle conducting such meeting, and shall carry no more or less weight or authority than if such decision were made outside of any meeting by the Core Circle Member so making such decision.

Basically,

Operational decisions shouldn’t be made in Governance meetings, but if it’s convenient to take on a Project or Next-Action, they can be captured individually as long as they are not part of the formal output of the meeting.

3.4 Governance Outside of Meetings

Unless otherwise constrained by relevant Policies, a Circle may conduct any of its Governance Activities, except holding elections, outside of a formal Governance Meeting of such Circle, by any of its Core Circle Members distributing a valid Proposal to all other Core Circle Members of such circle via any typically-used channel for such Circle’s communications. Such Proposal shall be considered adopted as formal Governance for such Circle upon each Core Circle Member responding to the Secretary of such Circle with an explicit acknowledgement that such Core Circle Member sees no Objections to adopting such Proposal. A Circle may, however, define a Policy to (i) further constrain or eliminate the ability to make Proposals outside of such Circle’s Governance Meetings; or (ii) institute a time limit upon which any Proposal so distributed shall automatically be accepted even in the absence of receiving explicit acknowledgement of no Objections from all Core Circle Members, provided however that all Core Circle Members shall always retain the right to stop the processing or acceptance of such a Proposal made outside of a Governance Meeting by notifying such Circle’s Secretary, within any time limits specified by Policy of such Circle, of the desire to instead process such Proposal within a Governance Meeting of such Circle.

Basically,

Governance changes can be made outside of Governance meetings, by submitting a Proposal by email and explicitly receiving “No Objection” back from all Core Circle Members.

3.5 Interpretation of Governance

Whenever necessary or convenient in their service for the Organization, any Partner affected by the Governance of a Circle, including of Policies defined by such Circle’s Roles, may (i) use their reasonable judgment to interpret the meaning of such Governance, including reasonably inferring the extent or limits of any authorities or requirements defined by such Governance, or (ii) ask the Secretary of a relevant Circle to provide such an interpretation, in which case such Secretary shall promptly respond with such an interpretation; for the purposes of this clause, relevant Secretaries shall include the Secretary of the Circle that defined such Governance or holds the Role that defined such Governance, and, in the case of Governance applied to or affecting another Circle, such other Circle’s Secretary as well. In any case, a Partner may use and act based upon such an interpretation, subject to the further terms specified in this Section 3.5.

Basically,

Any Partner can interpret the Governance affecting their Role, and in case of a disagreement, can ask the Secretary to make a ruling interpretation.

3.5.1 Secretary Interpretation Trumps

To the extent any Partner’s interpretation of Governance conflicts with an interpretation made by the Secretary of a Circle, such Secretary’s interpretation shall trump and rule within such Circle, and, upon becoming aware of such interpretation, all Partners shall incorporate such Secretary’s interpretation into their own reasonable interpretation process while acting on behalf of any Roles of such Circle; provided, however, that a Secretary’s interpretation shall be null and void upon any relevant Governance underlying such an interpretation changing through the due-process herein, or upon being otherwise reversed or overruled as provided for herein.

Basically,

When the Secretary makes a formal interpretation of Governance, it trumps any other interpretation and becomes the rule.

3.5.2 Super-Circle Interpretation Trumps

To the extent an interpretation made under this Section 3.5 by the Secretary of a Circle conflicts with an interpretation made by the Secretary of any of such Circle’s Super-Circles, recursively, such Super-Circle interpretation shall trump and rule, and all Partners and Sub-Circle Secretaries shall incorporate such Super-Circle’s ruling into their own reasonable interpretation process upon becoming aware of such ruling; provided, however, that such ruling shall be null and void upon any relevant Governance underlying such an interpretation changing through the due-process herein, or upon being otherwise reversed or overruled as provided for herein.

Basically,

An interpretation made by the Super-Circle’s Secretary trumps the interpretation of the Circle’s Secretary.

3.5.3 Published Interpretations as Common Law

A Secretary of a Circle may further choose to document and publish any interpretations so made by such Secretary under this Section 3.5 in the Governance records of such Circle. To the extent any such interpretations are so published, (i) all Partners shall align their own interpretations of such Circle’s Governance with such published interpretations to the extent reasonably practical, without requiring the burden of significant research, as if such interpretations were themselves valid Governance of such Circle, and (ii) when making formal interpretations as provided for herein, such Circle’s Secretary shall consider such standing published interpretations of such Circle, and of any Super-Circle of such Circle, and shall endeavor to avoid conflict with such prior interpretations to the extent reasonable and practical under the then-current circumstances, provided however that such Secretary may contradict and thus change a standing interpretation of such Circle when a compelling new argument exists for such reversal, so long as such new interpretation does not conflict with a published interpretation of a Super-Circle of such Circle.

Basically,

Secretaries’ formal interpretations of Governance may be published, and will act as Governance until the Governance records are changed through normal channels.

3.5.4 Striking Governance

To the extent a Secretary is duly requested to rule under this Section 3.5on an interpretation of the Governance of such Secretary’s Circle or any Role or Sub-Circle thereof, recursively, and such Secretary reasonably determines that such Governance or any part thereof conflicts with the rules and requirements of this Constitution, then such Secretary may strike such conflicting Governance from the acting Governance records of such circle. Any Secretary so striking Governance of a Circle must promptly communicate such action and the reasoning behind it to all Core Circle Members of such Circle.

Basically,

A Secretary can strike any unconstitutional Governance from the records of its Circle or any Sub-Circle.

3.6 Process Breakdown

In the event a Circle evidences a pattern of behavior or outputs that conflict with the rules and processes defined in this Constitution, as determined according to the terms of this Section 3.6 (a “Process Breakdown”), then such Process Breakdown shall trigger the restorative process, special rules, and extended authorities defined in this Section 3.6 until such Process Breakdown is resolved as provided for herein.

Basically,

When a Circle evidences a pattern of acting outside the rules of the Constitution, it is called a “Process Breakdown” and the following special rules apply until it is resolved:

3.6.1 Upon Failed Governance

A Process Breakdown shall be declared and the restorative process described in Section 3.6.3 shall be triggered in the event a Circle starts processing a Proposer’s agenda item in a Governance Meeting but fails to complete such processing and seems unlikely to do so with reasonable additional time and effort, in the reasonable judgment of the Facilitator of such process; or, if such Governance Meeting was specially-called by such Proposer specifically for such processing, then in the reasonable judgment of such Proposer or such Facilitator.

Basically,

A Process Breakdown can be declared when the Circle gets stuck and fails to process an agenda item in a Governance Meeting.

3.6.2 Upon Process Auditing

The Facilitator of a Circle shall have the Accountability for auditing each Sub-Circle’s meetings and records, as further specified in APPENDIX A, except that if such Facilitator is also the Lead Link or Facilitator of such a Sub-Circle, then such Accountability with regard to such Sub-Circle shall instead be placed on the Rep Link of such Circle; or, if such Rep Link is also the Lead Link or Facilitator of such Sub-Circle, then on the Secretary of such Circle; or, if such Secretary is also the Lead Link or Facilitator of such Sub-Circle, then on the longest-term continuous Core Circle Member of such Circle who is not also the Lead Link or Facilitator of such Sub-Circle nor the Lead Link of such Circle (such Circle’s “Process Auditor”). The Process Auditor for a Circle shall have the authority to determine when such Circle evidences a Process Breakdown and thus to trigger the restorative process described in Section 3.6.3.

Basically,

A Circle can be audited by its Super-Circle, and if a Process Breakdown is evidenced, the restorative process (Section 3.6.3) is triggered. The Role accountable for this auditing is the Super-Circle’s Facilitator, unless that person is also the Lead Link or Facilitator of the Circle. In that case, a default sequence of other roles is accountable for this auditing.

3.6.3 Process Restoration

Once a Process Breakdown occurs within a Circle, the following shall occur until due process is restored, as reasonably assessed by such Circle’s Process Auditor: (i) the Process Auditor for such Circle shall gain the authority but not the requirement to take over and themselves fill the Role of Facilitator or Secretary of such Circle; and (ii) the Process Auditor for such Circle shall hold and energize a Project to seek restoration of due-process within such Circle; and (iii) extending the terms of Section 3.3, the Facilitator of such Circle shall gain the authority to judge the accuracy and validity of any arguments presented to validate Tensions or Objections.

Basically,

The restorative process grants special authorities to resolve the situation: (i) the Process Auditor can take over the Facilitator or Secretary Role, (ii) the Process Auditor takes on a Project to restore due-process in the Circle, and (iii) the Facilitator gains the authority to judge the accuracy of any arguments supporting a Proposal or an Objection.

3.6.4 Escalation of Process Breakdown

If a Process Breakdown in a Circle is not cured within a reasonable timeframe, as judged by the Process Auditor of such Circle’s Super-Circle, such failure to restore due process shall be considered a Process Breakdown of such Circle’s Super-Circle.

Basically,

If a Process Breakdown in a Circle is not resolved by its Super-Circle, that’s then considered a Process Breakdown of the Super-Circle, thus escalating the breakdown further.

3.6.5 Process Restoration Considered In-Process

Any Process Breakdown identified and promptly resolved as provided for in this Section 3.6, or which reasonably would be so resolved in due course, shall not be considered a material breach of this Constitution.

Basically,

The rules of Process Breakdown and actions taken under these rules are not considered a breach of this Constitution.