proj-concordDemocracy-concordBylaws

Concord Democracy Bylaws

These are Bylaws defining the Concord Democracy procedures for an organization to make decisions, elect officials, adjudicate disputes, and admit (or expel) voters.

For an introduction, see introduction to concord democracy. For technical discussion, see commentary.

Please note that I am not a lawyer and cannot give legal advice, that these have not been drafted or reviewed by a lawyer, or used, and that they are probably full of mistakes.

Contents


Part I: Overview

Elections and voting

Elections occur at least once per Electoral Cycle (ordinarily one year). The Board may also call early elections.

In an election, each voters may vote for Chairs, and may nominate Boardnominees for the Board. They may also proxy their Forum votes.

Voting uses a Triscore Voting system, in which voters give -1, 0, or +1 to EACH candidate or alternative, and the candidate with the highest score wins. When multiple seats are being elected at once, a formula is used to ensure that the result will be representative of the diversity of opinions held by the voters.

Oversight (the Chairs)

The 3 directly-elected Chairs lead the organization, administer the governance procedures, and protect the Organization's values. Between them, they hold the offices of Speaker (who presides over the Forum and Boardmeetings), Secretary (who administers elections and certifies documents), and Treasurer (who co-signs transactions).

Any of them can stop undue secrecy, and can investigate corruption or failure to follow rules. Each of them serves the voters as an investigator, prosecutor, and ombudsperson (this does not mean that they are the primary or only investigators, prosecutors, and ombudspeople).

When two of them agree, they can recommend or veto the admission or expulsion of voters.

When all three of them agree, they can pardon those convicted by Tribunals, or authorize emergency procedures for urgent action.

Decision-making (the Forum and the Board)

Decisions are made jointly by the Governance Forum and the Board. One-off decisions are called "Directives" and standing rules are called "Policy". a Proposal may be made in either the Forum or the Board, where it is debated and voted upon.

A Directive to renew a budget or a budget the same as the previous budget except with less spending in some areas, to make a decision which must be made one way or the other (including but not limited to: anything requiring a vote which the law mandates must be considered, reported, or approved periodically or within some time limit), reduce the length of Policy, raise spending by no more than the amount of inflation since the previous budget, or raise borrowing by no more than the amount needed to pay interest on existing debt, or reduce borrowing or spending requires a simple majority to pass. Other Directives require a 4/7ths (~57%) supermajority to pass. If a Directive passes, the other body (the Board or the Forum) then has a chance to veto it. If it is vetoed, the original body may try to override the veto.

Most Proposals to change Policy requires 4/7ths (~57%) of the votes to pass, but proposals to increase the rights of the members, or prevent borrowing, require a simple majority. Proposals to amend these Bylaws require >=2/3s of the votes, and in addition have a waiting period of one year before they take effect, although in most cases they can take effect in the meantime on a provisional basis via a procedure called Temporary Exception.

The Governance Forum (or just "Forum" for short) is an ongoing written discussion in which all voters directly vote. Issues are ordinarily voted upon once per quarter-year. Voters may proxy their votes in any Topic Category to any other voter. Proposals are screened by Forum Proposal Committees, which consist of seven people; three Co-Chairs elected by the Forum, and 4 Boardnominee volunteers, chosen to be somewhat representative.

The Board is a group of 7 Boardmembers. Each Cycle (typically a year), the process of choosing Boardmembers begins with a secret ballot for nominations. The Boardnominees then "back" each other by giving their votes to one another, and the 6 Boardnominees who collect the most votes become Boardelectors, serving for terms of 3 Cycles (so at any one time, there are 18 Boardelectors in total). 6 of the 7 Boardmembers are selected by the Boardelectors, and the other is chosen randomly weighted by nominations from the group of Boardnominees. Each quarter, the Boardnominees have a chance to Recall Boardelectors, and the Boardelectors have a chance to Recall Boardmembers, via a vote of >=2/3s.

Execution (the CEO)

The organization is managed by the CEO and their delegates. The CEO is appointed by the Board. In the absence of a Policy or Directive telling them what to do, the CEO may decide most things by themself.

Dispute resolution (Tribunals, the Procedural Tribunal, the JSC)

Disputes are resolved by 7-member Tribunals. Tribunals consist of a panel of 3 Judges and 4 Boardnominee volunteers, chosen to be somewhat representative. The 3 Judges preside over the investigation, after which a vote is taken and the defendent is convicted, or the Tribunal intervenes, by a vote of 5/7ths. There are provisions to ensure that both sides have an equal amount of money to spend on legal expenses, if any.

Judges serve for terms of 3 years and are elected in representative panels of 3 by the Judicial Selection Commission (JSC). The JSC is a 7-person commission, consisting of 3 commissioners chosen by last year's Boardelectors, 2 by last year's Judges, 1 by last year's Chairs, and one person chosen randomly weighted by nominations out of last year's Boardnominees.

Disputes regarding governance procedure are handled by a special 9-Judge Procedural Tribunal. Each member serves for terms of 3 years; each year, 3 of these members are replaced. They also direct the administration of the dispute resolution system. They can also overturn directives and policies that conflict with the Bylaws, and with a supermajority vote, veto amendments to the Bylaws, and propose amendments to the Bylaws which increase the rights of members.

Admission and expulsion

Admission of new Voters and expulsions of existing ones is initially proposed only by one of two paths: (a) nomination by the CEO followed by recommendation by a Tribunal, or (b) recommendation by a majority of Chairs. In either case, after (a) or (b) occurs, the Proposal is sent to the Board, which may pass it by a vote of >=2/3s, and then to the Forum for a potential veto (by simple majority).

Ways to participate

If your organization is using Concord Democracy, there are five ways for you to make your voice heard:

1) Discuss and vote on issues in the Forum. Also, if you know someone who knows more than you about some topic, you can proxy your Forum votes on that topic to that person (proxies are sent in during elections).

2) Vote for Chairs, the highest office in the organization. For each candidate for Chair, you can vote either -1, 0, or +1.

3) Participate in the selection of the Board by nominating someone. You can nominate any voter to represent you, or you can nominate yourself. The Board is elected in a multi-stage process in which the Boardnominees negotiate to determine who will be on the Board. The more nominations someone gets, the more influence they can have on the choice of Boardmembers.

4) Volunteer for Forum Proposal Committees and Tribunals. Forum Committees review proposals and Tribunals help adjudicate disputes. Any Boardnominee can volunteer (and anyone can self-nominate for Boardnominee).

5) Run for office. The offices are:

Initial setup

The system starts with an Election. The ballot contains a section to vote on Chairs, a section to nominate a Boardnominee, and a section with the question on whether or not to allow one person to hold multiple seats. Voters can also request a ballot section to proxy their Forum vote.

Triscore Voting is used to count the ballots and elect 3 Chairs. All Chairs should read the "Chairs and general principals" section of the Bylaws; the Speaker should also read the "Decision-making and execution" section; the Secretary should also read the "Elections and voting and voters" section; and the Treasurer should also read the "Dispute resolution" and "Finances" sections.

The Chairs then serve as provisional Board (with the Speaker as provisional CEO) while the Secretary organizes the indirect election of the Boardelectors from the Boardnominees (see the sections "Board", "Boardelector", "Boardnominee" below for more details), and then the election of the Board from the Boardelectors. The Board may then meet and appoint a CEO. Finally, the Secretary organizes the election of commissioners to the JSC from the Board and Chairs, and the Treasurer randomly chooses an Unaligned Boardnominee for the last seat on the JSC. The JSC then elects 3 Judges to the Procedural Tribunal; each Procedural Tribunal Judge should read the entire Bylaws.

After this initial setup, the Speaker presides over Board meetings (which occur as often as the Boardmember, or the Speaker, wishes) and the ongoing Forum discussions and votes. The Speaker should read the "Forum" and "Board" sections of the Bylaws.

See the section "Initial Setup", below, for more details.


Part II: Chairs and general principals

Chairs

Chair Powers

Individually/unilaterally, any Chair may:

By a majority vote:

By a unanimous vote:

As a group:

The roles of Speaker, Secretary, Treasurer are initially assigned to the first, second, and third chair (in order of their selection by the Triscore Voting in their election), respectively

The Speaker:

The Secretary:

The Treasurer:

Chair Selection

The Chairs are directly elected by the Voters by Triscore Voting.

Chair Procedures

The roles of Speaker, Secretary, Treasurer are oversight roles, not policy-setting ones; in these roles the Chairs merely execute procedure, they don't make important decisions (except for breaking ties). The Speaker's choices at meetings can be overruled by a majority vote of the Boardmembers. The Secretary's role in administering elections, taking minutes, and certifying documents is intended to not involve substantive choices. The Treasurer does not have a choice which transactions and contracts to sign; they must co-sign all and only those transactions and contracts which the CEO directs them to sign, provided they are in accordance with the Bylaws and Policy.

If there are less than 3 Chairs, then early elections are called, to be held as soon as possible. In the meantime, the seniormost Judges on the Procedural Panel become Chairs, to bring the number of Chairs up to 3. If there are less than 3 Chairs and the Procedural Panel is empty, then the Board elects provisional Chairs.

Obstinate Chairs. If the Speaker, Secretary, or Treasurer refuses to do their duty in a particular case, the Procedural Tribunal may appoint a temporary Speaker, Secretary, or Treasurer for one particular action (a new temporary appointment must be made for each action; this is inconvenient, and if a Chair is persistently obstinate, the Board can call early elections in hopes of replacing them). The Procedural Tribunal can also remove a Chair from office in some cases (see Procedural Tribunal section).

Standing to prosecute. Any of the Chairs, individually, have 'standing' to prosecute any situation relating to the Organization and one of:

and to finish a prosecution they begun while Chair after their term ends, if they don't wish to hand it off to a new Chair. This standing is intended to apply both to prosecutions before the Organization's dispute resolution system, and, if possible, to prosecutions before the external legal system.

If there are no Chairs. If all of the Chairs resign or become permanently unavailable without an understudy, the Procedural Tribunal members become Chairs; if there are no Procedural Tribunal members, the Boardmembers become temporary Chairs until the next Election.

Median Chair Preference To determine a Median Chair Preference: The Treasurer polls each of the other two Chairs for their preference, within whatever constraints are given by the Bylaws and Policy. If their answer does not abide by the constraints, it shall be changed to the nearest answer which does. If they refuse to answer, the Treasurer may answer for them. After receiving their answers, the Treasurer then also states their own preference. The resulting choice is then the one which is in the middle of the three stated preferences.

Secretary: minutes and governance log

The Secretary takes meeting Minutes of Boardmeetings. At the beginning of the next Boardmeeting, the Secretary distributes copies of the Minutes of the previous Boardmeeting, and these are adopted by majority vote, possibly after corrections by majority vote. The Minutes contain the date of the meeting, whether two weeks' notice was given and if not then whether the Chairs waived the enhanced quorum requirement, who was present, if quorum was lost and if it was regained during the meeting then a note of this and when it occurred relative to votes taken during the meeting, which reports were given, the outcome of any votes which passed (including unanimous consents, including corrections and adoption of the minutes of the previous meeting and the date of that meeting), the final (after any Amendments) exact wording of all Proposals and Alternatives which were seconded, how each Boardmember voted on each Proposal, and any decorum violations and their punishment. The Minutes do not contain a summary of discussion.

Treasurer: Choosing Judges and Boardnominees for Tribunals and Committees

These following is done by the Treasurer.

A panel of 3 Judges is chosen randomly out of available Judge Panels.

For each Boardelector-elected Boardmember in the previous Cycle, there is a list of available volunteer Boardnominee Backers of that Boardmember. There is also a list of available volunteer Unaligned Boardnominees.

One Boardnominee is randomly chosen off of each of these lists, with the probability of being chosen weighted by their Initial Boardnominee Voting Strength (one simple way, although not the only way, to accomplish this is to randomly draw a Board ballot from the previous Election, check if the Boardnominee on the drawn ballot is an available volunteer of a needed Alignment, and continue in this fashion until all needed Boardnominees have been chosen).

Once assigned, a Boardnominee is taken off of the available volunteer lists. Only after a volunteer finishes a case may they re-sign up for the waiting list.

The Procedural Tribunal may choose to divide Tribunals and Committees into multiple Topic Categories. In this case, each Judge Panel specializes in one or more Topic Categories, and Boardnominee available volunteer lists are maintained separately per-Topic Category, although a Boardnominee is taken off every Topic Categories' available volunteer lists while they are assigned to a case. Policy may set qualifications for Boardnominees to volunteer in a Topic Category, provided that these qualifications aren't unreasonably restrictive.

If one of the waiting lists is empty, the Tribunal or Committee can proceed with 6 members instead of 7. In the case of Tribunals, a 6-member Tribunal needs only a 4/6 vote to convict or intervene, rather than 5/7.

Treasurer: Randomness

When a random selection or number is needed, the Treasurer randomly generates it. If requested by either of the other Chairs, the random selection/number generation procedure shall be that (1) the largest random number that would be valid is announced, (2) each of the three Chairs generates a random number and without sharing it with others, provides it to the Treasurer in a sealed envelope (or similar), (3) the Treasurer opens all three sealed envelopes, publishes their contents, sums them, and integer divides them by the maximum number noted in (1), takes the remainder, and adds 1. This generates a random number between 1 and the maximum number chosen in (1), inclusive. Combined with the appropriate weightings and constraints, this can be used to generate a weighted random selection, for example by creating an indexed pool of lots whose distribution reflects the desired weighting, and then drawing one of them by generating a random number which can take on any of the indices, using this to select one of the lots.

Rights

Individuals shall have the following rights and freedoms, and furthermore, neither the Organization nor its officers and agents shall substantially, specifically assist in the violation of these rights of anyone, Voter or not:

Note that these rights are negative, not positive; the Organization may not infringe on them, but has no duty to provide the means to achieve them. Furthermore, except as constrained by Policy, these rights do not prevent the Organization from expelling Voters who don't share its core values.

This list is not comprehensive -- the absence of some right from this list does not mean that individuals do not have that right.

When it comes to violating these rights, no entity is above these rules.

Time: Electoral Cycles and Subcycles, Notice

The maximum duration of an Electoral Cycle, or just Cycle, is one year (the actual duration is shorter if there is an early election). One cycle ends and the next begins when the Secretary certifies the results of an Election.

The duration of an Electoral Subcycle, or just Subcycle, is one quarter of the duration of an Electoral Cycle.

Ordinary Notice Time is between 10 and 60 days, inclusive.

Conflicts of interest

To avoid the appearance of a conflict of interest, none of Chairs, Boardmembers, Judges, or the CEO may accept any gifts, loans, campaign contributions, or guarantees from, or do any business with, any entity relating to the Organization's business, with the exception of purchasing typical amounts of common items in ordinary retail transactions. Futhermore, they must recuse themselves from any decision in which there would otherwise be the appearance of a conflict of interest.


Part III: Decision-making and execution

Supersupermajority threshold

A "supersupermajority" voting threshold is defined as the greater of:

For example, if there were 100 votes cast, a supersupermajority of this would be 67 or more, because that is the smallest number of votes greater than or equal to 2/3. If there were 7 votes cast, a supersupermajority of them would be 6 or more, because 5/7 is the smallest number of votes needed to meet a threshold of 60%, and this is one more than that. If there were 10 votes cast, a supersupermajority of them would be 8 or more, because a simple majority would be 6, and this is two more than that. If there were 5 votes cast, a supersupermajority would be 4, because this is 2/3, and any larger would be greater than or equal to all votes cast. If there were 6 votes cast, a supersupermajority would be 5, because 4 votes would be needed to meet a threshold of 60%, and this is one vote beyond that, and any larger would be greater than or equal to all votes cast.

Proposals

Non-bylaw Proposals may order a specific one-time action (a "Directive"), or may create or modify a standing document which is binding on the Organization (such documents are collectively referred to as "Policy"). Proposals may originate in either the Board or the Forum. Proposals to Amend or make a Temporary Exception to rules of procedure, including the Bylaws, Articles, Constitution, Charter, rules of debate, or similar ("bylaws proposals") are special, see below.

Non-bylaws Proposals which do nothing except for things in the following categories require only a simple majority (>50%) in either the Forum or the Board, and the absence of a veto in the other, in order to pass:

Extraordinary decisions: Proposals which have a substantial chance of resulting in the termination of the Organization, or of the disposal of at least 2/3s of the Organization's assets, or otherwise extraordinary transactions or fundamental changes to governance, require a >=2/3s vote.

Other non-bylaws Directive Proposals require a majority of >=4/7 in either the Forum or the Board, and the absence of a veto in the other. Other non-bylaws Proposals to change Policy require a majority of >=4/7 in both the Forum and the Board.

Upon the passage of a Proposal by the Forum or the Board, the question of whether to Veto the Directive is automatically put on the top of the agenda of other. If the other body votes to not veto it, then it succeeds and comes into effect at that time. Note that this means that proposal requiring a supermajority vote only require the support of supermajority in either of the Forum or the Board, and support of a simple majority in the other one; the supermajority threshold is only applied to the initial passage, not to the veto question in the other body. If a Proposal passes either the Forum or the Board, but is Vetoed by the other, then the organ that passed it may attempt to Overturn the Veto by Repassing it, after which the one that Vetoed it may attempt to Sustain the Veto by Vetoing the Re-Passed Proposal. A Repassed Proposal succeeds if the Repassed proposal is not Vetoed or if the percentage of the vote (out of those who voted and did not abstain) in the respective organs is greater for the Repassage than for the Sustaining Veto, otherwise it fails.

Upon the passage of a Voter Initiative Proposal by Election or Written Consent, the Proposal comes into effect immediately (unless it specifies a later date). The Board is not prohibited from subsequently attempting to amend or repeal it.

Any Chair or Boardmember can refer a Proposal to the Procedural Tribunal for a test of its conformance to the Bylaws or the law of the land.

If all three Chairs agree, then a Proposal which passes one body, other than an admission or expulsion of member(s), may come into effect immediately on a provisional basis, although it is still presented to the other body for veto.

Voter Initiative Proposals

Any Voter may introduce a Proposal directly to the Forum, bypassing Proposal Committees, if they collect signatures supporting the Proposal totalling at least 10% of the greatest number of votes cast in any question submitted to the Forum over the past two Cycles.

Any Voter may add a Proposal directly to the next Election ballot, if they collect signatures supporting the Proposal totalling at least 15%, out of all possible votes. If the Proposal achieves at least 2/3 of the votes cast in the Election (or 3/4 for Amendments to the Bylaws/Articles/Constitution/Charter), it is passed.

Any Voter may cause the passage of a Proposal by Written Consent, if they collect signatures supporting the Proposal totalling at least 2/3 of all possible votes (or 3/4 for Amendments to the Bylaws/Articles/Constitution/Charter).

Amending Bylaws, Articles, Constitution, Charter, etc

Amending the Bylaws, Articles, Constitution, Charter, or similar, may be accomplished by any of three procedures:

1) by the passage of the proposed Amendment in either the Forum or the Board, with a simple majority, followed by the passage, with a >=2/3 majority, of the identical Amendment by the other body within the same Electoral Cycle, followed by the agreement of at least one of the Chairs.

2) Procedure 2 applies only to Amending only those Bylaws affecting only the rules of debate within one of the Board or its committees, the Forum or its Committees, the Procedural Panel, or the JSC. Procedure 2 is for the relevant body to pass the proposed Amendment with a >=2/3 majority, followed by the agreement of at least two of the Chairs.

3) Procedure 3 occurs when either the proposed Amendment is placed on the ballot of an Election, and passes with >=3/4 of votes cast, or when it is passed by written consent by >=3/4 of all possible votes.

Following an successful Amendment (whichever procedure was used), for the duration of one "maximum duration of an Electoral Cycle", the Amendment may be repealed by a simple majority on either the Forum or the Board, or by all three Chairs acting together.

Governance Forum

(or just "Forum" for short)

Forum Powers

Forum Composition

All members

Forum Procedures

Forum discussions and voting

The Forum has three main 'discussion slots'. Proposals for the Forum are introduced by the Proposal Committees, and hold the Topic Category of the introducing committee. During each discussion, there is a Proportional Score Vote to determine which three of the available proposals shall be discussed in the next Discussion Time Period after this one. Proposals not selected remain 'introduced' and are eligible for future discussion slots, unless fewer than 1/3 of the Forum votes which voted on the slots during that discussion voted +1 or greater for them, in which case the proposal dies.

When the Board votes in favor of a proposal, it is sent to the Forum for a potential veto. These other 'vetoable' Proposals are in addition to do the three main slots. The vetoable Proposals are not (formally) debated, only voted upon, and voting is open for a duration of 1/5th of a Subcycle (a written discussion using the normal mechanisms might still be held, but this is concurrent with voting, and no Alternatives may be offered).

There is a discussion and voting for each Proposal. Each Proposal is debated for one Discussion Time Period. The duration of a Discussion Time Period is one Electoral Subcycle.

Phase 1: Debate and proposal of alternatives During the first phase, members can post written "speeches" in the discussion, can reply to each other's speeches, and can vote up and down speeches using -1s and +1s in the manner of Score Voting. Who can post speeches, and how many, may be restricted by Policy, or if Policy is silent, by the Speaker, provided that at least one speech of 2000 characters is allowed for any member who has held at least 3% of the votes for at least the last 3 years (or 1/3 of the life of the Organization, if it is younger than 9 years). Anyone may propose an additional Alternative, accompanied by a Speech; if this gets >1/3rd of the greatest number of votes cast for any Alternative or Speech in this discussion, it Qualifies as an Alternative to the proposal. The original Proposal must also Qualify in this manner. A special type of alternative, 'Send to Committee', may be proposed that sends the proposal back to a proposal committee indicated by this special alternative proposal; or that sends the proposal to an ad-hoc committee whose membership is specified in this proposal; or that sends the proposal to an ad-hoc committee whose membership will be voted upon.

At the conclusion of the first phase, the top three voted speeches, according to Triscore Voting, are selected, and the set of Qualifying Alternatives is computed.

Phase 2: Closing speeches During the second phase, speeches are posted and voted up but the set of Qualifying Alternatives is fixed. During this phase, the top three speeches from the first phase are displayed prominently. During this phase, there is a poll called 'Discuss Further'. At the conclusion of the second phase, the top three voted speeches, according to Triscore Voting, are selected.

Phase 3: Voting During the third phase, if Discuss Further won by >=2/3s, then the Proposal and all Qualifying Alternatives are returned to the 'introduced' pool, to be considered anew at some time in the future. Otherwise, there is a Score Voting with Runoff on the Qualifying Alternatives, plus an "alternative" called "No Action"; the instant runoff is between the winning Alternative, and "No Action" (unless No Action wins, in which case there is no need for a runoff). The top three speeches from the second phase are displayed prominently on the ballot. If the winning Alternative is to Send to Committee and to vote on the membership of an ad-hoc committee, the membership of the new committee is now selected using Triscore Voting.

Discussion phase scheduling. The discussions are divided into three phases of length 25%, 25%, and 50% of a Discussion Time Period (the Speaker can adjust these times up to 10% of the Discussion Time Period to account for holidays, busy times, time needed to tally votes in between phases, etc).

Forum proxies

Voters may proxy their votes on any given topic(s) in a secret ballot in each election. Whether or not the voter proxied their votes is public, but whom to they gave them to is secret. The number of total votes currently proxied to each voter is public. All proxies expire at the next election, and may not be cancelled before that. Proxies are not transitive; eg if one person proxies to a second person, and the second person proxies to a third person, the third person does receive the second person's vote, but the second person ends up with the first person's vote; the first person's vote is not forwarded to the third person.

Forum Proposal Committees

Forum Proposal Committee Powers

Forum Proposal Committee Composition

Forum Committees are categorized by Topic Category. For each topic, there is one proposal Committee (with rotating membership).

A proposal Committee is composed of three Forum Committee Chairs, three volunteer Aligned Boardnominees, chosen such that for each Boardmember elected by the Boardelectors in the previous Cycle, one Boardnominee Backer of that Boardmember is present, and one volunteer Unaligned Boardnominee.

The three Forum Committee Chairs are assigned to each committee by the Forum by Triscore Voting, serve until replaced, and may be replaced at any time by a Forum vote (whose Topic Category is the Topic Category of the committee). Such a vote may occur at the Forum's will, but is also triggered if any resign or become unavailable. The Boardnominee members serve for one Subcycle, but are replaced earlier than that if they resign or become unavailable.

Forum Proposal Committee Procedures

The deliberation of proposals in proposal committees follows the same procedures as for Board meetings, except that the three co-chairs can participate and vote just as the other members do. Instead of the Speaker, Proposal Committees are co-chaired by the three assigned Forum Committee Chairs (who vote amongst themselves to settle disagreements in how the committee should be run).

Proposal Commitees may pass a Proposal by majority vote (regardless of the voting threshold required for the Proposal to be passed by the Forum). When a Proposal is passed by a Proposal Committee, it is introduced to the Forum.

The Forum may not introduce Proposals which specify individuals, although it may Veto such Proposals when passed by the Board.

As in Boardmeetings, Alternatives may be proposed. If the Forum Proposal Committee passes an Alternative, then this is introduced into the Forum instead of the original Proposal.

Proposals to replace Forum Committee Chairs are always available in the Forum, and do not first pass through the Forum Committees.

Forum Simplification Committees

These are similar to Forum Proposal Committees, except that:

Forum Proposal Committees may also propose deletions and simplifications; Simplification Committees don't have a monopoly.

Board

Board Powers

Board Composition

The Board has seven seats. Each Boardmember has one vote of equal strength.

The first six seats are divided into two classes of three seats each; each class serves for a two Cycle term. The last seat is randomly selected out of all Boardnominees each cycle for a one cycle term.

Each electoral cycle, the three candidates who receive the most votes from Boardelectors (weighted by Boardelector voting strength) are elected onto the Board. These candidates need not be Boardelectors themselves, or even Voters. These votes are a form of "backing", although the other Boardelectors don't give up their position as Boardelector in voting for another Boardelector for the Board.

A Boardmember may be removed with or without cause by a vote of 2/3s of the Electors (weighted by their Boardelector voting weight). After a removal, those Boardelectors who backed the removed Boardmember may elect a different replacement Boardmember using score voting (weighted by their Boardelector voting weight). The replacement is considered to be backed by all the Boardelectors who backed their predecessor, regardless of their vote.

Board Procedure

Selection of the Board

If prohibition against one person holding multiple offices has been waived, one person may hold more than one of these seats if the number of Elector votes they receive is great enough so that if they were multiple persons the votes could be divided equally between them and yet they each of them would still be among the top three. If the prohibition against one person holding multiple offices is in effect, yet one person received enough Elector votes so that if they were multiple persons the votes could be divided equally between them and yet they each of them would still be among the top three, then that person may appoint a voter of their choice to the other seat(s) that they would have won.

If an Aligned Boardmember seat becomes empty, its Backers among the Boardelectors fill it for the remainder of its term via Score Voting with Runoff. If an Unaligned Boardmember seat becomes empty, it is filled for the remainder of its term randomly in the same way it originally was.

Random selection of the seventh seat. The random selection of the Unaligned Boardnominee for the seventh seat may be accomplished by the Secretary randomly drawing ballots until a ballot voting for an Boardnominee who is Unaligned is found, or by any other method such that the chance of selecting a Boardnominee is proportional to the number of ballots nominating them.

When the Board is empty, the Chairs serve as provisional Boardmembers.

Board Meetings

Calling meetings and Quorum The Speaker calls the meetings and set the time and date and length. A meeting can also be called by any three of the Boardmembers. All Boardmembers and all Chairs must be notified of any meeting.

No Proposals may be passed a meeting without a quorum at the time that the Proposal was voted upon, or during recess. If quorum is lost mid-meeting, or regained, the Chair or any member may tell the Secretary to note this for the Bylaws. If two weeks' notice or more was given, then a quorum consists of a majority of Boardmembers; if less than two weeks notice was given, then a quorum consists of the Speaker, plus 6/7ths of the Boardmembers. However, if all three Chairs unanimously agree, then the quorum for a meeting called without two weeks' notice can be reduced to the same as for a meeting with two weeks' notice. A Chair's understudy may assent in their place to a waiver of the heightened quorum for meetings called with little notice. Other than the Speaker, Chairs and the CEO don't count towards a quorum, unless they also hold seats as Boardmembers.

Schedule The first third of each meeting is reserved for approval or correction of the previous meeting's minutes, followed by an agenda set by the Speaker, which may include speeches and reports from any person or committee (including the Speaker or other Chairs or the CEO), and debate and voting on Proposals (however, any Proposals introduced by non-Boardmembers, including the Speaker, must be seconded by a Boardmember). The last two-thirds of each meeting are reserved for discussion. If debate from a topic during the first third of the meeting is still going at the one-third mark, this topic is dropped in order to give the next-in-line Boardmember (see below) the chance to choose a different topic; except that the next-in-line Boardmember can choose to yield some of their time to finish the ongoing topic, or the group can choose to continue discussing it by a >=2/3 vote.

Setting the discussion topic The Boardmembers are each given a chance to introduce a topic in turn, which may or may not include a specific Proposal. At the first meeting, the first Boardmember chooses the first topic, then after discussion and possible action on that is concluded, the second Boardmember chooses a topic, etc; who is next in line persists across meetings. The discussion begins by the Boardmember who introduced the topic making an opening speech.

By a vote of >=2/3s, this sequence may be interrupted, even mid-discussion, for consideration of an urgent issue; after the urgent issue is disposed of, discussion returns to the topic (or turn to propose a topic) where it was left off; Proposals and Alternatives may be re-proposed at this point.

Decorum Members are bound by the following rules during each meeting, even during informal discussion:

If the Speaker determines that someone has broken these rules, they may punish them with censure, or a demand that, for some or all of the time remaining in this meeting, the member communicate only in writing, or communicate only in writing without vowels, or remain silent (during which they may still vote). If a silenced member continues to speak or otherwise disrupt the meeting, the Speaker may throw them out for the remainder of the meeting; in this case the silenced Boardmember may delegate their vote to another Boardmember before leaving. A Boardmember may be pardoned from a Speaker's punishment by a vote of >= 4/7ths (the member whose punishment is in question may vote on their own pardon).

Introducing and amending proposals When no Proposal is under debate, anyone speaking may introduce a Proposal (which must be on-topic, if in the midst of a discussion, rather than at the beginning of a new discussion); when a Proposal is under debate, anyone speaking may introduce an on-topic Alternative, or an Amendment to the Proposal or an Alternative under discussion. The exact wording of all Proposals, Alternatives and Amendments must be fixed before introduction, preferably in writing. The introduction of all Proposals, Alternatives, and Amendments must be not be opposed by more than 5/7ths; usually this may be accomplished by requiring that each Proposal/Alternative/Amendment be seconded by a Boardmember other than the one who proposed it (unless the proposer holds multiple seats, in which case they may second themself). An Amendment is immediately voted upon, without further discussion, with a vote threshold of >=2/3s to pass. An Alternative or the original Proposal may also be killed through the same procedure as Amending; if the original Proposal is killed but Alternatives have been introduced, discussion continues; the original Proposal is treated as just one more Alternative. At any one time, only one Proposal, and its Alternatives, are under discussion.

In addition to ordinary Proposals, Proposals may be introduced to replace the Board's selection of CEO, to call early elections (these are voted upon with Score Voting with a runoff against the incumbent for the CEO, and simple majority for early elections), or to create a Committee. A Proposal to create a Committee may specify the committee members, or it may call for the members to be elected by Triscore Voting.

In addition to ordinary Alternatives, an Alternative may propose to send the matter to a committee (an existing committee or an ad-hoc committee created for this matter, whose membership may be as in the previous paragraph), after which it will return to the Board.

Discussion Whenever a Boardmember may speak, they may also take questions, ask questions, or cede their time to someone else (even a non-Boardmember)

By default, discussion is informal. In informal discussion, the Chair determines when a discussion is over, but any member can object, and if seconded, a vote of >1/3rds of the Boardmembers suffices to keep the discussion open.

In formal discussion, there are speaking time limits, and members must raise their hand and be recognized by the Chair before speaking. At any time during the discussion of a Proposal, the Chair may unilaterally invoke formal discussion. Also, any member may ask for a vote to move to formal discussion; this must be seconded, and if it is, without further debate, there is a vote; if >1/3rd of the Boardmembers vote to move to formal discussion, then formal discussion begins, otherwise informal discussion continues. Informal discussion is resumed when the current Proposal or topic is completed, or by a vote of >=2/3s. When formal discussion is entered, the Chair chooses and announces speaking limits, which must be the same for all members (these may be in the form of a timebank, or a speech length and number of speeches; if in writing, there may also be character length limits). These numbers may be changed, even mid-discussion, by a vote of >=2/3s. In formal discussion, discussion on a Proposal or topic ends when no one else wishes to speak, or when everyone's time has run out, or by a vote of >=2/3s. At this time there is a vote. After the vote, the next topic or Proposal is, by default, discussed informally again.

Voting When the discussion of any Proposal ends, the Proposal (if it was not killed by a 2/3s vote) and all surviving Alternatives shall be voted upon by Score Voting with Runoff, where the runoff choice shall be between the Score Voting winner and the Status Quo (that is, to take no action, as if the Proposal had never been introduced).

Chairs and CEO If no Speaker nor their understudy are present at a meeting that was called with at least a month's notice, and there is a quorum, then: if the Secretary or their understudy is present, they preside over the meeting as temporary Speaker, and otherwise, if the Treasurer or their understudy is present, they preside over the meeting as temporary Speaker, and otherwise the meeting shall begin with the election of a temporary Speaker by Score Voting. This temporary Speaker presides until the Speaker arrives or until the end of the meeting, whichever comes first.

The Chairs and the CEO may attend, but unless they also hold seats as Boardmembers, they (including the Speaker) do not have votes, any Proposals they introduce must be seconded by a Boardmember, and they may speak in informal discussion but do not have the right to speak in formal discussion (except for small requests like "i didn't hear that, could you speak louder and say it again?") unless time is ceded to them by a Boardmember.

Any choice or decision of the Speaker, including setting the agenda for the first third, can be overturned by a vote of >=4/7ths (except that the majority may not vote to punish members for breach of decorum, and may not vote to violate the Bylaws or Policy). The decisions of the Speaker, and votes to overturn them, do not set precedent beyond the Electoral Cycle in which they were made.

Misc

For any decision requiring a vote, in place of an ordinary vote the Chair may propose a decision and ask if there are any objections; if there are none, then no further vote need be taken.

Any time taken to vote, or other procedural matters, during someone's speech is not counted against their speaking time.

The discussion in Board meetings are public, and may be recorded and published by any attendee, except when all of the Chairs present agree to close the session.

Procedural matters concerning the running of the meeting are decided by the Speaker where the Bylaws and Policy are silent. The Speaker may propose votes on procedural matters, such as a vote to enter informal discussion. The Speaker is permitted to make minor modifications to these rules, such as substituting something else for raising hands. These modifications can be overturned as with other choices by the Speaker, or appealed to the Procedural Tribunal if they exceed 'minor'.

The Board can make procedural rules for itself beyond those in these Bylaws, and may amend these additional rules, via a >=2/3s vote of the Board.

Meeting adjournment A meeting can be adjourned, or take a recess, only by a simple majority vote (or unanimous consent).

Board committees The Board has an Audit Committee, a Compensation Committee, and a Nominations and Governance Committee, and whatever other committees the Board creates.

The Board can create, destroy, and regulate Board committees via a vote of >=4/7. By default, Board committees operate under the same rules as the Board, but the Board can change the rules for a specific committee, or allow that committee to set its own rules (except that the choice of who will preside is constrained, see below), by a vote of >=4/7. Note that when a Boardmember presides over a Board committee, they can fully participate and vote, unlike a Chair.

The Board can set the size of a committee, can add or subtract eligibility criteria for the committee such as independence and financial literacy (except that eligibility criteria defined in the Bylaws may not be subtracted), but if more Boardmembers would like to be on a committee than there is room, then the committee membership shall be determined by triscore voting by the Board as a whole for the eligible Boardmember candidates.

When there are multiple people who would like to preside over a Board committee, there are two schemes allowed for choosing who will do so (voting on who will preside is not permitted; except that who will preside can be set, or a vote to decide who will preside can be called, by general consent):

When an issue has been sent to a committee by a vote of the full Board, the committee may report back to the Board, and after hearing the report, the Board may debate and vote on the committee's Proposal(s), if any. When it is some Boardmember's turn to set the topic, they may choose to hear/debate/vote on a committee's report. Also, the Board can vote to hear the committee's report during the first third of a meeting by a vote of >=1/3, which gives priority to the committee's report over the Speaker's agenda (but this committee report and debate and vote is still confined to the first third of the meeting).

CEO

CEO Powers

The CEO executes Policy and Directives. Subject to Policy and Directive, the CEO may:

Extraordinary decisions must be made by Directive, not by the CEO. Otherwise, these Bylaws do not prevent the CEO from making decisions without first consulting the Board (although the Board is also free to replace the CEO if they do not consult or defer to the Board as much as it would like). The CEO is obliged to notify the Board of important decisions, however, and must truthfully and comprehensively answer Boardmember questions.

CEO selection

The CEO is chosen by the Board via Score Voting with Runoff. The CEO may be replaced at any time, but if there is currently a CEO who has not offered their resignation, then the runoff at the end of the Score Voting shall be between the incumbent CEO and the new selection (if the Score Voting selects the incumbent, then there is no runoff).

The CEO may or may not be a member of the Board.

Other Executive Officers

Other Executives' Powers are not detailed here, but may be set by Policy. Other Executives are nominated by the CEO and confirmed by a vote of >=4/7 of the Board. They may be removed by the CEO or by a vote of >=4/7 of the Board.


Part IV: Elections and voting and voters

Elections

Elections shall be held at least once per Electoral Cycle duration. If an early election is called, then for the purpose of determining terms of office, the Cycle truncated by the early election is counted as a "Cycle".

In an election, for each vote they hold, each voter is provided with all of the following types of ballot sections:

A voter may also publicly declare a desire to proxy some or all of their Forum votes on one or more Topic Categories, and be provided with the requisite number of proxy ballots for the corresponding Topic Categories:

All of these are secret ballots.

Each ballot section must be cast separately, for example, it must not be possible to later find out which Chair election ballot was cast with which Board nominee ballot.

It must not be possible to find out later the voting weight of a ballot section; one voter casting many votes must look the same as many voters casting one vote.

Subject to the above constraints, the pool of ballots should be inspectable by any voter who is willing to pay a processing fee. Policy may require a voter-verified paper audit trail.

Voting

In cases where only one seat is being filled or one alternative is being selected, the procedure may be called Score Voting with Runoff. In such a case, if there is an incumbent eligible to win or a 'status quo' alternative, then Score Voting is executed and there is then an instant runoff between the winning alternative and the incumbent or status quo. If there is no eligible incumbent or 'status quo' alternative, the instant runoff is between the two highest scoring candidates.

Unless otherwise specified, in these Bylaws voting thresholds refer to fractions of those who actually were present and voted and did not abstain, rather than fractions of all of those eligible to vote.

Score Voting with Runoff procedure

Each voter may submit a ballot (or multiple ballots, if some voters get more votes than others) which, for each candidate, may indicate one of three choices: -1, 0, or +1 (0 is the default, used if they don't express anything for a candidate). If there is an incumbent, or, in the case of a Proposal, the possibility of a no-action/status quo Alternative, then this shall be a candidate on the ballot.

For each candidate, the sum of their scores is calculated. The candidate with the highest sum is the first-round winner.

Now there is an instant runoff between the first-round winner, and either the status quo/incumbent, if applicable, or if not applicable then otherwise the second-place candidate. The ballots are re-inspected; a ballot which gave a higher score for one of the runoff candidates than the other one is counted as a vote towards that candidate. If one of these two choices has an absolute majority out of all votes cast (even votes which did not give a higher score for one of the runoff candidates than for the other are counted as part of 'all votes cast' here), then the winner of this instant runoff is the final winner. Otherwise, there is an actual runoff (with new votes cast) between these two choices, and the winner of this is the final winner.

Triscore Voting procedure

This is a voting procedure to select one or more winners out of a number of candidates. The number of people to be selected is called the number of 'seats' and denoted here by '#SEATS'.

Each voter receives a ballot. The ballot contains a list of candidates, as well as space for write-ins. For each candidate, the voter has three choices: -1, 0, +1 (or equivalently: disapprove, neutral, approve; or equivalently: thumbs-down, no opinion, thumbs-up). The voter may make a choice for each candidate; for example, they may choose +1 for many different candidates if they want. A ballot indicating no choice for a candidate is the same as a ballot indicating 0 for that candidate.

There are then three rounds of calculation to progressively narrow down the candidate pool until the winners are determined.

In the first round, for each candidate, a first-round score is calculated by summing the values given to that candidate across all of the ballots. (3 * #SEATS) candidates are then selected by applying the Proportional Score Subprocedure (see below) to the first-round scores to produce 3*#SEATS winners. In case of a tie for last place, all tied candidates are selected. All candidate that were not selected are eliminated.

In the second round, for each remaining candidate, a second-round score is calculated by grouping +1 and 0 together and only considering whether or not a ballot gave a -1 to a candidate. The Proportional Score Subprocedure (see below) is then applied to the second-round scores to select (# of remaining candidates - 2*#SEATS) 'winners', but this time those candidates that 'win' are eliminated. In case of a tie for 'last' place, none of the tied candidates are eliminated.

In the third round, for each remaining candidate, a third-round score is calculated by grouping -1 and 0 together and only considering whether or not a ballot gave a -1 to a candidate. The Proportional Score Subprocedure (see below) is then applied to the third-round scores to select #SEATS winners. In case of a tie for 'last' place, the tie is broken by eliminating all those except the one(s) with the lowest second-round score; in case of a further tie, the tie is broken by choosing the one(s) with the highest first-round score. In the case of a further tie, the Secretary breaks the tie.

Proportional Score Voting Subprocedure

This is only used a subprocedure in Triscore Voting.

Each voter submits a ballot which, for each candidate, indicates a score of either -1, 0, or +1 (0 is the default, used if they don't express anything for some candidate).

Each ballot is given an initial "weight" of 1.

Repeat the following P times, where P is the number of winners to be chosen:

1. The weighted scores on the ballots are summed for each candidate, thus obtaining that candidate's total score.

2. The candidate with the highest total score (who has not already won), is declared a winner.

3. When a voter "gets her way" in the sense that a candidate she rated highly wins, her ballot weight is reduced so that she has less influence on later choices of winners. To accomplish that, each ballot is given a new weight = 1/(1+SUM/2), where SUM is the sum of the scores that ballot gives to the winners-so-far.

Admitting new voters, and expelling voters

Subject to Policy and Directives, the CEO may nominate one or more entities for admission as a voter. These nominations are reviewed by a new member Tribunal; Policy may set the criteria that the new member Tribunal uses in its review. By a majority vote, the new member Tribunal may forward some or all of these nominations to the Chairs.

Any two Chairs may veto any nomination. Any two Chairs may also make a new nomination (without necessarily having been forwarded a list of nominations to start with). The revised list of nominations is sent on to the Board.

By a vote of >=2/3s, the Board may approve some or all of these nominations (possibly after the approval of an appropriate subcommittee).

The procedure for expelling voters is identical to that for admitting new voters, except of course that the criteria for expulsion is distinct.

The procedure for issuing new votes via an employee compensation plan is identical to above. The procedure for issuing new votes via a rights issue, or public auction of new shares, is the same as above.

Vote buying

Votes and promises to vote a certain way may not be bought or traded, except that they may be traded for other votes and for agreements to support proposals or people. Such trades and agreements are permitted but are not enforceable.

Term limits and prohibition against holding multiple offices

No person may simultaneously hold more than one seat or role out of: Chair, Boardmember, Procedural Tribunal Judge; nor more than one Boardelector seat; nor may they hold any of these offices if for the majority of the past nine electoral cycles they have held one or more of them.

Terms limits and prohibition against holding multiple offices are waived in a particular Election if, prior to that election, a majority of the Chairs vote to put a waiver to the voters, and if >=2/3s of the votes vote for the waiver; or if there are no more than 35 Boardnominees in total resulting from the Election.

If the prohibition against holding multiple offices is waived, then when these Bylaws say something similar to ".. if two Chairs do X..", or ".. if a majority of Boardmembers do X.." then this shall be satisified when one person holding two Chair seats does X, or when one person holding a majority of Board seats does X; that is, all quantities and thresholds refer to the seats, not to the people holding these seats; even language like "if there are less than 3 Chairs..." shall be interpreted as "if less than three of the Chair seats are filled".

Boardnominees

Boardnominee powers

Boardnominee selection

In an Election, ballots are available to nominate to serve on the Board. This nomination (vote) may be cast towards any Voter. After the nominations are tallied, anyone who received one or more Board votes is termed a Boardnominee.

Those Boardnominees who either:

are termed Representative Boardnominees. The number of nominations they received is called their Initial Boardnominee Voting Strength.

Other Boardnominees are termed Non-Representative Boardnominees. Their Initial Boardnominee Voting Strength is set to be the same as their individual voting strength.

Boardnominee procedures

Each Boardnominee is associated with a Boardnominee Voting Strength. Initially, their Boardnominee Voting Strength is set to their Initial Boardnominee Voting Strength.

Boardnominees may choose any other single Representative Boardnominee to Back, by reporting their choice to the Secretary (this is the only effect of 'Representativeness'; Non-Representative Boardnominees may still serve on Tribunals and Committees). This has the effect of adding their Boardnominee Voting Strength to that of the backee (and reducing the Boardnominee Voting Strength of the backer to 0).

A Boardnominee may not Back another who is their supervisor or someone with whom they do substantial amounts of business. Backing may not be traded for anything except for (nonenforcable) promises regarding future votes on policy or officials.

During each Subcycle after the previous Election, except for the last Subcycle before the next Election, the average Boardnominee Voting Strength of all remaining Representative Boardnominees, as of the beginning of the Subcycle, is computed by the Secretary. At the conclusion of the Subcycle, only those Boardnominees whose Boardnominee Voting Strength is greater than this average remain Representative, unless this threshold would reduce the number of Representative Boardnominees below 6.

If there are ever no Boardnominees, an early election is held as soon as possible.

Backing is transitive; if Boardnominee A backs Boardnominee B, and Boardnominee B backs Boardnominee C, then Boardnominee C's new Boardnominee Voting Strength is the sum of their initial Boardnominee Voting Strength plus Boardnominee A's plus Boardnominee B's. In the case of a backing cycle (a circle of backing), the last Boardnominee to join the cycle holds the summed Voting Strength of the cycle members. Backing is a public act (that is, not secret).

Boardelectors

Boardelector powers

Boardelector selection

If at the beginning of any Subcycle after an Election, the sum of the Boardnominee Voting Strength of the 10 Boardnominees with the highest Boardnominee Voting Strength is at least 5/7th of the total sum Boardnominee Voting Strength of all Representative Boardnominees, then these top 10 Boardnominees are selected as Boardelectors, replacing the outgoing class of Boardelectors, if any. Their voting strength as Boardelector is fixed and is equal to their Boardnominee Voting Strength at this time.

Even if the strength of the top 10 Boardnominees do not achieve 5/7th of the total, then at the beginning of the last Subcycle before the next Election, the 10 Boardnominees with the highest Boardnominee Voting Strength are selected as Boardelectors. Boardelectors serve for a term of 3 cycles (more or less, because the exact Subcycle when they are replaced varies). Therefore, at any one time there are 3 classes of Boardelectors, for a total of 30 Boardelectors.

Boardelector procedures

Election of Boardmembers. At the time of each Election, each Elector may cast a vote for any one Elector (including themself) for Boardmember. These votes are public. The three Electors who received the most Elector votes (weighted by the Elector Voting Strength of those who cast them) become Boardmembers.

Election of Judicial Selection Commission. Any three Electors may nominate any Voter for JSC commissioner. At the time of each Election, each Elector also votes for the Boardelectors' 3 representatives on the Judicial Selection Commission. This is done via Triscore Voting.

Backers; Aligned and Unaligned Boardnominees. Electors are said to Back the person for whom they voted as Boardmember. A Boardnominee is said to Indirectly Back a Boardmember if either they Directly Backed that Boardmember (including voting for them in their role as Boardelector), or if they Directly Backed a Boardnominee who Indirectly Backed that Boardmember. Those Boardnominees who Indirectly Backed a Boardmember are termed that Boardmember's Backers, are are further called Aligned Boardnominees. Those Boardnominees who did not Indirectly Back any Boardmember (including Inelgible Boardnominees) are termed Unaligned Boardnominees.

Recall of Boardelectors. Once per Subcycle, any Boardelector or Boardelectors may be Recalled from their position of Boardelector. To initiate a recall, the Secretary must first be presented by a petition signed by a number of Boardnominees whose Initial Boardnominee Voting Strength sums to >1/3 of the total. A secret ballot recall election is then held for each target Boardelector in which Boardnominees, weighted by Initial Boardnominee Voting Strength, vote whether to recall, and a target Boardelector is Recalled if a voting threshold of >=2/3s is reached. If this occurs, an additional election via Score Voting (weighted by Initial Boardnominee Voting Strength) is held among the Backers of each removed Boardelector in order to replace them (and the removed Boardelector is not a candidate).

If a Boardelector seat becomes empty, its Backers among the Boardnominees elect a replacement to serve the rest of its term via Score Voting with Runoff.

Recall of Boardmembers. Similarly, once per subcycle, any Boardmember may be Recalled from their position of Boardmember, by a petition of >1/3 of Boardelector votes, followed by a vote by the Boardelectors with a threshold of >=2/3s. If an Aligned Boardelector seat becomes empty, its Backers among the Boardnominees elect a replacement to serve the rest of its term via Score Voting with Runoff. If the Unaligned Boardmember seat becomes empty, a new Unaligned Boardnominee is randomly chosen (the same way that this seat is filled in Elections).

Multiple seats. If there is currently no Prohibition on Multiple Seats in effect, then the same person may be elected as an Boardelector in a later class even while serving as an Boardelector in an earlier class. In this case, their Boardelector Voting Strength in each of their Boardelector seats is distinct.

If prohibition against one person holding multiple offices has been waived, one person may hold more than one Boardelector seats if their Boardnominee Voting Strength is great enough so that if they were multiple persons the votes could be divided equally between them and yet they each of them would still be among the top six. If the prohibition against one person holding multiple offices is in effect, yet one person received enough Elector votes so that if they were multiple persons the votes could be divided equally between them and yet they each of them would still be among the top six, then that person may appoint a voter of their choice to the other seat(s) that they would have won.


Part V: Dispute resolution

Judges

Judge powers

Judge selection

Judges are nominated in Panels of 3 by triscore voting of the Judicial Selection Commission, for a term of 3 Electoral Cycles, and then confirmed by a >=2/3s vote of the Board.

If one Judge on a Panel resigns, or becomes permanently unavailable without an understudy, the other two Judges in their class are also removed (and not replaced with their understudies).

Procedural Tribunal

Procedural Tribunal powers

Individually, declare an end to an Emergency

Via majority vote,

Via a vote of >=2/3s,

Via a unanimous vote:

Procedural Tribunal Judges vote with the other Judges to select 2 of the members of the JSC.

Procedural Tribunal composition

The Procedural Tribunal is a special Tribunal of nine Judges. It is composed of three classes of three Judges each; each class serves for a term of three Cycles. Each Cycle, a new class of three Judges to serve on the Procedural Tribunal beginning at the start of the next Cycle is selected by the same procedure as to select panels of other Judges; nomination by the Judicial Selection Commission and confirmation by a >=2/3s vote of the Board.

Procedural Tribunal procedures

Initially, the Procedural Tribunal is empty, and it may become so again due to resignation or loss of members. In this case, it is filled by the current Chairs, who serve as provisional Judges, until the JSC elects three Judges.

If there is a tie vote on the Procedural Tribunal, then the current Chairs vote to break the tie.

As with ordinary Judge panels, if one Judge resigns, the other two Judges in their class are also removed; but with the exception that if this would make the Procedural Tribunal empty, then it does not occur.

While the Procedural Tribunal may give some weight to precedent in the interests of fairness, it is not bound by it; it may change its mind and revise its interpretation.

To the extent consistent with the law of the land, the Procedural Tribunal has the final word on the interpretation of Bylaws, Policy, and Directives, and on specific disputes involving these, and shall not be overruled by any outside entity. The Procedural Tribunal's determinations must be consistent with the law of the land, and the law of the land takes precedence over any Bylaws, Policies, and Directives.

Tribunals

Tribunal composition

Tribunals are composed of one Judge Panel appointed by the JSC, 3 Aligned Boardnominees consisting of Backers of one of each of the 3 Boardmembers elected by the Boardelectors in the previous cycle, and 1 Unaligned Boardnominee. Note that the Judges in these Panels stick together with the other Judges appointed in the same Panel and are not separated or recombined when hearing actual cases.

Judge Panels are assigned to Topic Categories by the administration of the Procedural Tribunal.

If there are no ordinary Judge Panels available, a class of Judges from the Procedural Tribunal stands in (the seniormost class stands in, unless it is too busy, in which case the middle class stands in, etc).

Tribunal dispute resolution procedure

In the following, 'Judges' refers to the Judges assigned to the Tribunal.

Disputes which do not fall under the jurisdiction of the Procedural Tribunal are resolved in the following manner:

If the Organization is one party to the case, the compensation of the Organization's representative is considered a legal expense.

Further details of dispute resolution procedures may be set by Policy, or, where Policy is silent, by the Procedural Tribunal.

If the Tribunal creates a publicly available document where it explains its decision, then in cases where someone is convicted or censured or a punishment is levied, that losing defendent shall be permitted to attach a document which gives their rebuttal, if any.

If the dispute is between the Organization and another party, and another party is the defendent, then where the rules are ambiguous, they should be interpreted in favor of the defendent.

If aspects of a case touch upon the Procedural Tribunal's jurisdiction, the Judges in a case may ask the Procedural Tribunal to rule on these aspects before the case as a whole is decided.

Judicial Selection Commission (JSC)

JSC powers

JSC composition

The Judicial Selection Commission (JSC) has 7 seats (commissioners); 3 seats chosen by the Boardelectors in the previous cycle, 2 seats chosen by the Judges in the previous cycle, 1 seat chosen by the Chairs in the previous cycle, and 1 seat randomly chosen from the Board nominees in the same manner as the seventh seat on the Board. All of the seats except for the randomly chosen one are chosen via Triscore Voting by the relevant group.

JSC procedures

The JSC is presided over by the Treasurer.

There is no JSC during the first Cycle of the group's existence.

If a seat in the JSC becomes empty, it is replaced by the same method that chose that seat.

If any group with representative seat(s) on the JSC did not elect representatives to these seats in the previous cycle, these seats remain empty in the current cycle.

The JSC must elect a new class of three Judges each Cycle. But if a Cycle begins and the JSC has not elected a new class of three Judges to the Procedural Tribunal during the previous Cycle, then for the subsequent three Cycles, the seats in the Procedural Tribunal which would otherwise have been occupied by those Judges are filled by the current Cycle's Chairs.


Part VI: Finances

Signing authority

The combined signatures of both of the CEO and the Treasurer are necessary and sufficient to bind the organization to any contract, except that either the CEO or the Treasurer may specify conditions such as signing limits under which their signature is not necessary (these waivers may be revoked later). However, excepting the paychecks of the Chairs, Boardmembers, Judges, and CEO, the Treasurer signs all and only those contracts or transactions that the CEO directs them to sign, provided that the contract or transaction is in accordance with the Bylaws.

The CEO and the Treasurer may each delegate their signing authority, including to each other.

Pay of high officials

The compensation, if any, of the position of Chair, Boardmember, and Judge, shall be the same, and shall be the same for every seat. If one person holds more than one seat among these, they shall only draw the compensation of a single seat. If the CEO also holds one or more of these seats, they may choose to be compensated as CEO or as Chair/Board/Judge but not both.

The level of compensation for the next term of the Chairs/Boardmembers/Judges shall be set by Median Chair Preference, up to the limits authorized by Policy.

The level of compensation of the next term of the CEO shall be set by Median Chair Preference, up to the limits authorized by Policy.

If Policy does not authorize any specific compensation limit for Chairs/Boardmembers/Judges or for the CEO, then limit is 0 and the position is a volunteer one.

Multi-cycle and conditional compensation contracts are allowed, provided that it falls under the compensation limit set by policy, and also that Policy has authorized a specific duration limit and the contract duration falls under this limit, and also that Policy has authorized specific limits for any other conditional expenditures in the contract (for example, severance), and the contract complies with these limits, and also that the amounts offered are set by Median Chair Preference at the time the contract is signed.

The Treasurer may call for a new Median Chair Preference to change these decisions until the beginning of the term in question or until the contract in question is signed; they cannot decide to change compensation in the middle of a term, nor may they cause the Organization to withdraw from a contract that the Organization has signed.


Part VII: Other procedures and rules

Temporary Exceptions to the Bylaws

A Temporary Exception to the Bylaws may be passed by either the Forum or the Board with a majority of >=2/3s, if in addition every Chair is notified of the Proposal, and none of them veto it.

A Temporary Exception to the Bylaws may not alter the procedures regarding Amendments, or Temporary Exceptions to the Bylaws, or the Procedural Tribunal, or Emergencies.

Emergency

The CEO may request that the Chairs declare an Emergency, with the request specifying one Chair. If all three Chairs agree, then for the duration of the Emergency, the requested Chair has the power to unilaterally issue a special form of Directive called a Decree with the effect of any Directive that would require less than a 2/3s threshold. These Decrees expire at the end of the Emergency.

A Emergency may be unilaterally ended at any time by a declaration of the CEO, or any person who was a Chair or Judge on the Procedural Tribunal as long as one Electoral Cycle before the declaration of the Emergency, or anytime since. It may also be ended by either the Board or the Forum with a vote of >= 1/3. It ends automatically at the end of the Electoral Cycle, or after one Subcycle duration has elapsed.

When declaring an Emergency, if all three Chairs cannot be reached quickly enough, the understudies of the absent ones may fill in.

Until one cycle after the end of any Emergency, any Chairs maintain their individual Chair powers, including the power to end any Emergency, even after their terms end. If another Emergency begins less than one cycle after than end of the previous one, the previous Chairs' time with this power is extended.

Limitations during Emergencies:

Misc. rules

Precedence

From highest to lowest precedence:

In case of conflict between these, the highest precedence wins.

Delegation

Except where Policy says otherwise, Officials may delegate some or all of their powers, and may cancel these delegations, at any time. These delegations expire after each Election and may then be renewed.

Officials (for example, Chairs) may delegate their governance work to software, but in this case the source code of the software shall be viewable by any Voter, as well as logs produced by the software, except to the extent that the logs compromise anonymity. Futhermore, any manual overrides applied to the software or edits to the software's output shall be clearly noted in the logs or in the output, or as annotations to these.

Understudies

Any official may choose an understudy, or may change their choice of understudy, at any time. If the official resigns or becomes incapacitated, their chosen understudy takes their place and serves until the official is no longer incapacitated, or for the rest of their term, or until replaced, whichever is shorter (an understudy who is serving in place of their official may choose their own under-understudy). For these purposes, expulsion, death, or prolonged unavailability may be handled like incapacitation. A seat is not considered empty if the understudy is occupying it in place of the official who chose the understudy. Understudies may also serve in place of their officials for the purposes of meetings and meeting quorums, even if their official is only temporarily unavailable.

If an official who holds a governance role is expelled, their seat becomes empty (not filled by their understudy).

Unspecified rules of debate

Where the bylaws are silent, the Speaker may decide how debate is done in the Board and the Forum, but the Speaker may be overruled by a simple majority of the relevant body.

Publicity

All official actions taken by the Chairs, the Board, the Forum, and the Procedural Tribunal are public, except that votes to amend or select which alternative of a proposal proceeds to a final vote are private/anonymous.

Electronic

Any activity referenced in the Bylaws may be carried out electronically, or in writing, or in person, and asyncronously or synchronously. Policy may set restrictions on these modalities.

Topic Categories

The Procedural Tribunal may decide to create or delete one or more Topic Categories. Tribunals and Forum Proposal Committees are specialized by Topic Category. Forum votes can be proxied on a per-Topic-Category basis.

Simplication

Simplify usually but not always means to shorten a document (sometimes a longer text may be more readable or conceptually simpler). Simplification must retain the spirit of the Policy and the core of its meaning and consequences, but does not have to preserve the meaning and consequences exactly. Simplification may include the wholesale deletion of mechanisms when the importance of the mechanism is outweighed by its complexity.

Investigation

No monopoly on investigation and prosecution Although the Chairs, and any 2 Board members acting together, may investigate and have the standing to prosecute, they needn't be the only ones who may do so.

No retaliation against whistleblowers The Organization and its employees and officers may not retaliate against anyone for reporting anything to the Chairs or Board members.

Initial setup

The system starts with an Election. The ballot contains a section to vote on Chairs, a section to nominate a Boardnominee, and a section with the question on whether to waive the prohibition on multiple seats. Voters can also request a ballot section to proxy their Forum vote.

The Chairs who are elected also become provisional Judges on the Procedural Tribunal. Until the Judicial Selection Board (JSC) elects Judges, they also serve as provisional Judges for non-procedural disputes, should there be a dispute that must be resolved. They also serve as provisional Boardmembers until the ordinary Boardmembers can be elected. The Speaker also serves as provisional CEO until the Board elects a CEO. Note that the other two Chairs may Swap the job of Speaker, which also changes who is the provisional CEO.

Typically the compensation for Chairs/Boardmembers/Judges and for the CEO must be set in advance, but pay for the first Cycle may be set anytime during the first Cycle.

In the first Cycle, the Speaker administers an expedited procedure in order to rapidly elect initial Boardmembers. The three Chairs determine an expendited subcycle duration via Median Chair Preference, under the constrain that it must be no longer than the duration of one Subcycle. Now, the procedure for electing Boardelectors and Boardmembers is executed but with the expedited subcycle duration used in place of the subcycle duration, and with 3 expedited subcycles before the Boardelectors are chosen, followed by one expedited subcycle before the Boardmembers are chosen. After these 4 expedited subcycles, the Board has 4 members, and the Chairs' provisional term on the Board ends. The Speaker's term as provisional CEO ends when the Board elects a new CEO.

At this point the new Board elects 3 Commissioners to the JSC, and the Chairs elect one Commissioner to the JSC, and an Unaligned Boardnominee is randomly, weighted by Initial Boardnominee Voting Strength, chosen by the Treasurer, to be the fifth JSC Commissioner. The new JSC elects 3 Judges to the Procedural Tribunal, who begin their term of service immediately, at which point the Chairs' status as provisonal Judges ends.

Initial Topic Categories

Initially, there is only one Topic Category, 'General'.

Initial setup of Procedural Tribunal

After the election, as there was no JSC to elect Judges to the Procedural Tribunal in the previous Cycle, the Chairs also become Judges and serve as the Procedural Tribunal (which now has 3 Judges on it). There is no Judicial Selection Commission (JSC) in this first Cycle. In the second Cycle, because there was still no JSC to elect Judges to the Procedural Tribunal in the first Cycle, the new Chairs also become Judges on the Procedural Tribunal (which now has 6 Judges on it, as the first Cycle's Chairs are serving the second Cycle of their 3-Cycle term on the Procedural Tribunal). In the third Cycle, the Procedural Tribunal is composed of the three Judges elected to it by the second Cycle JSC, as well as first and second Cycle's Chairs, serving their third and second term, respectively. In the fourth Cycle, the Procedural Tribunal is composed of the three Judges elected to it by the second Cycle JSC, and the three Judges elected to it by the third Cycle JSC, and the second Cycle's Chairs. In subsequent Cycles, the Procedural Tribunal is composed of 9 Judges elected to it by the previous three JSCs. The previous is modified if any of the Chairs or Judges mentioned resign; in this case, the resigned colleagues are simply absent from the Procedural Tribunal(s) from that time forward.

Optional provisions

The following optional provisions may be activated via Policy, without the need for an Amendment to these Bylaws. They are NOT in effect unless Policy explicitly says that they are.

Optional provision: Independence and financial literacy of board members

This section contains an optional provision which is NOT in effect unless Policy explicitly says that it is.

The object of this section is to fulfill the following Critera: the Board should contain a majority of independent boardmembers and at least 3 financially literate independent members.

The randomly chosen Board seat shall be selected from the subset of candidates who are independent of the Organization and financially literate, unless no such candidates exist.

When the Board does not meet the Criteria, it shall be temporarily augmented by the minimal number of extra seats necessary to satisfy the Criteria. The Nominations Committee nominates a slate of additional candidates to fill these extra seats, such that if its slate were elected, the Criteria would be met. The Nominations Committee may nominate more candidates than there are extra seats available provided that if any subset of size the number of available seats were elected, the Criteria would be met. If more candidates are nominated than there are available extra seats, Triscore Voting of the 7 Boardmembers who do hold non-extra seats is used to narrow the field. Finally, the 7 Boardmembers who hold non-extra seats vote separately on each of the candidates, and each candidate who wins a simple majority is elected to the Board. If an insufficient number of candidates won to cause the Criteria to be met, then the Nominations Committee must nominate more candidates.

These temporary extra-seat Boardmembers serve for a term of two Cycles and may be recalled by a vote of >=2/3 of the Boardelectors, as usual. Upon the end of their term, or their recall, the temporary extra seat they were occupying dissolves unless the Board without this seat currently does not meet the Criteria.

The Nominations Committee shall be composed solely of independent Boardmembers, unless there are none.



Appendices

Appendix Z1 (optional): Certificate provisions for corporations

TODO

todo maybe all of these 'bylaws' really should be 'articles' in the certificate

In no case may the Organization assess fees or required contributions or place rules upon the conduct of the investor shareholders (except for those investor shareholders who are also participating in some other capacity).

Appendix Z2 (optional): Reputation

todo

in order to make changes to custodian distribution, >=2/3s custodian vote, and then also ratification of simple majority of stewards

Appendix Z3 (optional): Prediction market

For the purpose of improving the Organization's decision-making by increasing the voting strength of those voters who are well-informed and good at prediction, any voter may wager against other voters up to half of their voting weight on the outcome of future events deemed by the Treasurer to be of interest to the Organization. These wagers are public and must be made through a process administered by the Treasurer. No money, nor indeed anything besides voting weight, may be wagered. No voter may wager on an event that they are in a position to substantially influence.