proj-liquidRepublic-liquidRepublicDesignTodos

modifications that i plan to make in the bylaws, or things to think about further:

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It is important that there be no rules on members which could be construed or miscontrued to prevent dissidents from forming an effective political opposition. There shall be no rule against subversion. There shall be no vague rules such as 'harming organizational security' or 'corrupting others' or 'advocating' something bad. Freedom of speech (and other forms of communication) is absolute. However, employees of the organization may be held to stricter standards than members, including rules against these things.

  note: for a nongovermental org, this is maybe going too far; dont we need to be able to expel members for bringing disrepute onto the organization, eg ppl with highly offensive politics? Perhaps we should merely say that for these offenses no one can be punished, although they can be expelled for cause.

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mb have 3 product divisions but appointed by ceo unless rejected by member vote

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imposing positive duties on members should require an even higher threshold than negative ones. (what about positive vs negative directives to the CEO?)

note that the extra-low (simple majority) threshold for enlarging the rights of members only applies to negative rights (restrictions on the organization's action), not positive.

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summary of still active ideas from the next subsection down:

If 2/3s of the Seed or a majority of the Forum wishes it, then all Delegates (including but not limited to Board members) must be 'independent' of employment by the CEO, in a manner similar to publicly traded company director independence.

The Board has a Compensation Committee.

To get the lower levels of the delegate pyramid involved, the Board's votes are distributed as follows: 3/4 distributed among the Board members (in proportion to their strength); 3/4 of what is remaining to the next layer down from them; etc, until you have distributed votes to the lowest layer of Delegates, just above the members; the remainder goes back to the Board. To make voting quicker, the Board votes on things, and votes from the other layers (otherwise assumed to vote against proposals) can be called for by a 50% majority of Board member votes (eg before reduction via multiplication by 3/4th; still in proportion to their strength). This means that (if all Board members had equal strength, and disregarding the 'remainder' votes returned to the Board) 3/5 of the Board members would be required to call for votes from other layers; 4/5 would be required to achieve a 60% threshold; and a consensus among Board members can achieve a 75% threshold (which is >= the most ever required, i think). A CEO replacement, if it passes the initial 50% recall threshold, would always involve all levels

There is an Audit Court-Committee.

In addition to the Board, a group of 5 Forum Speakers. 3 are elected by Score Voting; 1 is nominated by the JAC (judicial appointment commission); 1 is the winner of a prediction-market like thingee. The 3 which are elected by score voting must satisfy criteria set by the Seeds. There Seeds can set any number of 'major criteria' that all candidates must satisfy; they can also set 1 'minor criteria' that only 1 or 2 seats needs to satisfy. Which candidates satisfy the criteria is decided by a Court-Committee. Using a 66% voting threshold, the Speakers can place items onto the Forum's agenda (creating an ADDITIONAL Forum issue slot, not occupying one of the 3 existing slots), write summaries for Forum proposals, write 'announcements' to be broadcast to the Forum, or force a public rollcall vote on any issue in the Board. I'm not sure about this, it seems to give more powers to the Powers That Be, ie factional leaders.

on the 'winner of a prediction-market like thingee'; perhaps instead you create a copy of influence and allow ppl to bet/trade their influence-copy according to a prediction market, then have an election amongst the winners for this seat.

There might be a Nomination Committee. It might be from the Board. It might give suggested nominees for Forum Speakers.

There are Permanent Members. By a 2/3s vote, the Seed Group can give someone (who already has at least a certain amount of influence currently) a semi-guarantee that they will hold at least that much influence indefinitely. This can be stripped by expulsion for cause.

It is possible for the composition of the seed group can be affected from the outside. There are three ways that seedshare can be reallocated: (a) seed group vote by 2/3s; (b) seed group vote by 1/2 and overall vote by 1/2 and permanent vote by 1/2 and either overall vote by 2/3 or permanent vote by 2/3; (c) overall vote by 2/3 and permanent vote by 2/3. In those calculations, the 'permanent vote' includes the permanent voting strength of permanent members, but also 'permanent votes' said to be held by the seed group members by virtue of their seedshare times the influence that seed group is reserving for itself. While the seed group keeps more than 50% of influence for itself, (b) and (c) are not yet allowed. note: a faction of 1/3 of the seed group cant block scenarios b and c earlier than you might think; eg if the seed group is only reserving 50% of the votes for itself, than such a faction only has 1/6 of the votes, not enough to block.

there are a bunch of notes on stock exchange rules on Board composition in the next section down.

make stripping seedshare by a 2/3s vote of seed group members more clear

Another possible idea for the Forum discussion summaries (in addition to the other ideas for that) is to say that any 1/3 faction can add their own comment to the summary.

to punish a Chair takes the other 2 Chairs to indict and then the High Court to convict.

the motivation for Permanent Members:

seed group and 'permanent members' : i keep trying to think of ways to eventually, smoothly reduce the seed group power, while still giving the seed group power in the beginning and the choice as to when to devolve it. The seed group's role is, aided by delegation via the reputation system, to answer the question WHO; who is a member? The answer that the seeds give to this question is graded, rather than discrete; one person can be given more influence than another. At the beginning, we want to allow the seed group to change it's mind, and to take some or all influence away from either some people whom it has directly selected, or from some people whom were indirectly given influence via the reputation system. There is initially no bottom-up way in which those selected as members BY the seed group can themselves affect membership of the seed group; the seed group members (collectively) have total power to choose their successors. This allows founders to adopt this system for project with the confidence that the system wont allow a scammer to accumulate influence via credulous members and then to translate this temporary influence into permanent power via appointing themselves to the seed group.

But if this system continues into perpetuity, eventually the aging seed group members will have to retire and select new ones, and at this point it seems undesirable that the seed group remains forever self-selecting, rather than tethered to the will of the larger contributor community.

Therefore, i would like to create some mechanism for the membership to eventually influence the seed group, once the seed group has decided to permit such. The most obvious thing is just to have the seed group one day say 'now seed share == influence'. The issue with that is that from that day forward, scammers who get influence from credulous members can't be dealt with anymore.

The next most obvious thing is to make some optional rules for members to have power over the seed group using their votes, then to let the seed group decide if or when these rules take hold. A potential issue with that is that it seems like the distribution of influence at that moment may have an outsized impact; but this could probably be ameliorated.

In addition, i have been thinking that it would be good to reward the best long-time contributors with something more permanent than ordinary reputation, which can go to zero in a moment through no fault of one's own. If the organization is a corporation with investors, we can give these people investor equity, but what if it is not? And even in a corporation with investors, if investor equity is non-voting, how to give them enduring influence?

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this subsection has a lot of thinking out loud and abandoned ideas in it, see the next section up for a summary of it

producers, consumers, regulators or legal or academic

i was thinking of that for a regulator, but what about a 7 person discussion group? past competitor, customer, academic/regulator, employee, contributor, predictor, independent? maybe also 3 topical expertise areas (eg programming) and 3 job types (eg engineer or 'do-er', sales or support or fundraiser, manager or support role)? use the obvious method for multiseat score voting with certification constraints. i guess high court does certifications.

consider enlarging the Board to 7. The last two spots should be able to absorb typical domain-specific requirements for independent directors and/or directors with specific competencies. A suggestions:

• the 6th board member is some sort of competence-based analytical person. Perhaps there are certification requirements. Perhaps this person is a Predictor; someone who wins in the organization's Predication Markets. The idea is this is someone who is good at having reasonable expectations, a truth-speaker; but maybe an unpopular person.
• the 7th board member is an Independent, in the usual sense for corporate governance. I generally prefer 'insiders', people who are familiar with what is going on on a day-to-day basis, rather than someone who waltzes in every now and then and (possibly carelessly) casts votes that affect others' lives; this one is meant to balance out the insider focus on the first 5 members, providing the usual benefits that independents are thought to provide (noting when the organization's groupthink has transgressed the boundaries of common sense; preventing the board from being composed of only cronies, which if unchecked could lead to corruption; providing social networking with the outside world; reminding the board how the organization is perceived by the rest of the world; representing the interests of broader society against those of the organization; a wildcard) (but how to choose this person? i'm thinking the Seeds choose them, or maybe the Seeds nominate and someone else (the current Board? the Forum? a direct vote, as for the Chairs?) approves).

for a 7board, consider also parent/engineer/warrior roles from http://www.aleph.se/Nada/Game/Countdown/alien.html ? what is a 'warrior' in the context of civil society? as that document notes, it's anything which would not be needed when things are going normally; and i'd add two more criterion, that 'emergency action' is needed and that this is an 'existential issue' (mb not for the whole organization, but at least for some member or project) (eg Kenneth Schweller's letter within https://docs.google.com/file/d/0B7_UBx7_zDkKNWl2clZDQzd0SU0/edit , pdf page 5/17; note the language of 'survival', 'command decision', 'keep the lights on'). But what about competition, attack/defence; is a lawyer a 'warrior'?

i wonder if more triumvarates (besides the Chairs) would be useful?

for this, todo: read stock exchange listing standards, https://www.google.com/search?q=board+committee+independent+director http://www.weil.com/~/media/files/pdfs/Chart_of_Board_Requirements_December_2013.pdf

notes:

• NASDAQ exempts cooperatives (is this their defn?): http://www.nasdaq.com/investing/glossary/c/cooperative "An organization owned by its members.". More details may be in http://nasdaq.cchwallstreet.com/nasdaq/main/nasdaq-equityrules/chp_1_1/chp_1_1_4/chp_1_1_4_3/chp_1_1_4_3_8/default.asp, which says "Cooperative entities, such as agricultural cooperatives, that are structured to comply with relevant state law and federal tax law and that do not have a publicly traded class of common stock are exempt from Rules 5605(b), (d), (e), and 5615(c)(2). However, such entities must comply with all federal securities laws, including without limitation those rules required by Section 10A(m) of the Act and Rule 10A-3 thereunder. IM-5615-2. Cooperatives Certain member-owned cooperatives that list their preferred stock are required to have their common stock owned by their members. Because of their unique structure and the fact that they do not have a publicly traded class of common stock, such entities are exempt from Rule 5605(b), (d), and (e). This is consistent with Nasdaq's traditional approach to such Companies. Adopted Mar. 12, 2009 (SR-NASDAQ-2009-018); amended Apr. 27, 2009 (SR-NASDAQ-2009-040)."
  • 10A of the Securities and Exchange Act appears to have to do with audit committees, including their independence. So i guess this is saying that a bunch of stuff is waived but there still has to be some independent ppl making up an uadit committee.
• the minimum requirement appear to be (a) to have a majority of independent directors, (b) to have at least 3 independent directors for the audit committee, one of whom is financially literate, (c) to have at least 2 independent directors for the compensation committee (afaict these folks can overlap with audit committee), (d) must have audit, compensation, and nominating committees; (e) entire audit and compensation and nominating committees must be independent
• if the nominating committee nominates everyone to the Board, how do "proxy contests" work, in which activist shareholders attempt to get their own ppl onto the Board? The procedure appears to be that actually shareholders can vote for their own nominees. I dont yet know if anyone can 'write-in' a vote at voting time, or if the shareholder must officially nominate their candidate beforehand. There are also some provisions, called 'shareholder access', by which external nominees can be included on the official ballot that the company sends out to everyone. Now, as to how the votes are counted. Rather than using a modern multiseat proportional election procedure such as score voting, the election seems to be structured as many separate simultaneous single-seat elections, one election for each board seat. The default is 'straight voting' in which each share of stock gets one vote for each board seat (ie in each separate election). Clearly, this is not a proportional voting method, and a majority faction can control every seat. An alternative is 'cumulative voting', in which each share gets a number of votes equal to the number of available seats, and can spend these votes between all of the separate elections. Cumulative voting is regarded as a 'semiproportional' voting system, not a 'proportional' one. In this system, a minority faction, if they coordinate and concentrate their votes correctly onto a limited number of board seats, can elect candidates to the Board. In addition to the straight/cumulative divide, some companies are 'plurality' and some are 'majority'; according to https://www.sec.gov/spotlight/proxymatters/voting_mechanics.shtml it seems that the difference is that in 'plurality' companies, whichever director gets the most votes for a seat wins that seat, whereas in 'majority' systems, the winning director must in addition get a majority of votes in order to hold the seat; but as [1] notes, in majority voting, if the director fails to get their majority, this may have little effect, depending on the procedure for what happens next.
  • in other words, it appears to me that the function of the nominating committee is merely to nominate those candidates that the current board RECOMMENDS for the election; shareholders can also directly (nominate? or just write-in at election time?) other directors, although except as provided for by 'shareholder access' these may not appear on the official ballot.
  • imo the function of the traditional board nomination process is out-of-date now that modern communications media make it cheap for voting blocs of shareholders to self-organize. This hasn't happened yet because corporations currently use the traditional system to place themselves as a communications intermediary, the only entity who has an easy way to effectively communicate with all the shareholders (even if a dissident shareholder got everyone else's mailing and email addresses and mass-mailed them, most of the recipients, even that minority who doesn't throw away the company's own communications, might consider it spam and throw it away); by making it expensive for the shareholders to effectively contact other shareholders whom they don't currently already know, the company places the nominees who appear on the offical ballot at a huge advantage.
  • the branch democracy procedure already facilitates the organization of dissident voters into blocs, both in the delegate pyramid which elects its Board, and also in the Forum. This greatly lessens the advantage held by any 'company-recommended slate of nominees'.
  • the requirements that the nominating committee for the company-recommended slate of nominees be composed of independent directors therefore wouldn't place much of a burden on branch democracy. Blocs of shareholders who want to vote for someone other than whom the nominating committee recommends would still be able to do so. The Board procedure is essentially a structured mechanism for distribution of proxies.
  • independence requirements are also waived for 'controlled companies', those for which "more than 50% of the voting power for the election of directors is held by an individual, a group or another company." according to NASDAQ [2]

i'm no longer certain if there is an 'obvious' non NP-hard procedure for extending score voting to deal with a list of requirements of the form that at least k_i members of the elected body have certification c_i. If there is only one such requirement, you can do the usual score voting, then backtrack and replace the lowest-scored candidates with next-best candidates who satisfy the certification; but with multiple certifications, and with some candidates who hold multiple certifications, it appears to get more complicated. What we could do is split the 7-person body into 2 separate multiseat elections, each with their own certification criteria binding on everyone, and one additional criterion binding on at least n members, plus 1 extra candidate who is chosen by pure multiseat score voting for the last seat on the 7-person body assuming the other 6 have been chosen.

That would fulfill my personal criterion of having every multiseat election done via a proportional method on bodies of at least 3, to permit at least the potential for escape from two party dominance.

If we want a majority of the Speakers to be 'independent' (in a reputation-based system, are contributors considered 'independent'? They aren't employees, so i guess yes), we could make independence be the 'minor' criterion binding on 2/3 of the members for each of the 2 sub-bodies, and then also be a criterion for the 7-th member. We could make 'basic financial/accounting, governance, and mathematical literacy' a criterion for one of the sub-bodies, and leave the other criterion up to the organization (or maybe up to the Seed group); i suggest that basic programming knowledge would be a good one for a software organization.

Alternately, we could split the 7-person body into a 5-person body in which all nominees must fulfill the criteria, and 2 other members elected by other means; OR into a 3 person body in which all nominees must fulfill the criteria, and 4 others elected by different means; or alternately the other 4 just by score voting; or alternately only 5 speakers rather than 7. I kind of like these better.

Very small organizations are too small to want to deal with independence requirements. We could make this an optional provision. Or, riffing off of NASDAQ's controlled company exemption, we could say that an independence requirement comes into effect at the behest of a simple majority of votes.

i also like the idea of letting the Seed Group state the addition criteria, and letting the Courts/Committees judge individual candidates according to this criteria. Also, the Speakers should get to write a summary of each issue to be voted upon (by 66% vote, eg wiki with 66% approval to choose which version is the final one?). Also, the Forum proposal slot controlled by the Speakers should be in addition to the other 3 slots, so that a 3rd faction still gets a slot. And i guess the Speakers should act by 2/3s.

i guess it's i'm beginning to think that the idea of having a 7-person group with a diversity of criteria is incompatible with having non-NP-hard score voting (or another proportional method). So we may as well fall back to a smaller group size. It must be at least 3, both to satisfy my own criterion for 3rd-party access, and so that we can use these guys as the 3 independent directors. And it would be nice to get to add at least a few more members with other criteria. So let's make it 5.

Also, another alternative is just to require that the 5-person Board be all independents, when there is an independence requirement at least. This may be more sensible in that the Board selects the CEO, so you may want independence for them.

Yeah, let's do that. Either 2/3s of the Seed group or a majority vote of the Forum can force an independence requirement to be applied to the Board.

Also, two ideas for getting the lower-level Delegates more involved:

• give the Board members only 1/2 of the votes on the Board issues; give the next level down 1/4; etc (the members aren't included in this, eg you stop after giving some voting power to the first layer of Delegates); then the Board the remainder after this procedure is applied (so if there is only 1 layer of Delegates below the Board, the Board gets 3/4 and that layer gets 1/4)
  • to allow quick decision-making, these extra layers would only be involved when the Board can achive a majority (of its own votes) for something; but the other layers would need to be involved to achieve the req'd supermajority in most cases
  • to make decision-making even quicker, could concentrate more power on top, so that by consensus the Board can avoid involving the lower layers on anything; so give the Board 2/3s of the votes, give the next layer down 2/3s of what remains, etc; so with 1 layer below the board, the Board ends up with 7/9th, the next layers gets 2/9th (each of the 5 Board members then gets (7/9)/5 ~= .155 voting strength; this works out nicely, requiring 4 board members to get a 60% supermajority); however with many layers below, the Board gets about 6/9th, and then 4 Board member is only >~50%, and 5 Board members are already >2/3s; but if the Board had 3/4 of the total, 4 Board members would get 60%. This allows 3 Board members to order a call-up of additional votes from the other levels; 4 Board members to do 50% and 60% voting threshold things; and 5 Board members to do anything the Board can do (unless there are 80% threshold things, which i dont think there are)
  • so i guess 3/4 is a good concentration #
  • of course, a CEO replacement, if it passes the initial 50% recall threshold, would always involve all levels
  • would the independence requirement apply to all levels of Delegates? yes, i think it must, otherwise lower, CEO-faction delegates could appoint puppets to the Board
• do the 'withholding' thing, where Delegates can 'withhold' their vote from their upper constituency's delegate (not needed if we do the above)
  • thinking about how to define independence from POLITICAL FACTIONS (parties) rather than from the CEO; perhaps ONLY allow withholding delegates to be elected to some sort of position? But then how to prevent ppl from just forming a lowest-level delegacy and withholding just a few votes? Perhaps have to let the winners be decided by how many votes they got and then withheld.
  • perhaps if there are 5 Forum speakers, 1 of them is the Delegate with the largest faction who is currently Withholding? But then won't a political party just try to gather as many votes as they can, and then compute how many votes are 'wasted' in that they arent needed for a board seat, and then instruct a Delegate with about that many votes to withhold? Yeah, i guess so; i like the idea of an 'factionally independent' seat but i cant see how to objectively determine that.

alternately, could give the 5th Speaker seat to be appointed by the Judicial Appointment Commission, to get some governance expertise; or let them be appointed by the CEO, to get a voice from management in there; or both. Or should this be an opportunity to get a nominating Court/Committee involved?

so, in summary of much of the above, what i currently like is:

• all Delegates: independence requirement, if 2/3s of the Seeds or 1/2 of the Forum wishes it
• Speakers: 5 speakers. 1 is nominated by the JAC and confirmed by the CEO; OR mb involves a nominating Court/Committee (perhaps nominated by JAC and confirmed by nominating Court/Committee? this allows the consensus nature of the NomCom? to be put to good use). 1 is the winner of a prediction market type thingee. 3 are score voted by the Forum; these 3 must meet criteria selected by the Seeds (1 major, which they all have to meet, and 1 minor, which only 1 or 2 of them have to meet) and verified by a NomCom?