Revise Bylaws and Policies and Procedures Document

We have our Articles of Incorporation and our Bylaws.

Note on Youth Leadership within the structures of our Bylaws and Sociocracy:

Nonprofit law states that only one board member can be under 18, and that they must be at least 16. However, in order to fulfill its mission, Youth Power Coalition requires the leadership of multiple young people. We do this through what Sociocracy for All calls the Mission Circle

A mission circle pays attention to long-term planning and makes sure the organization stays true its mission (and vision) and connected in its organizational and cultural context. […] The MC gives general direction and support, may have legal and financial responsibilities and supports the operational leader. The mission circle is the link with and to the larger community.

We have no age limit for people in the Mission Circle. The Mission Circle and Board interact in the following way.

The Mission Circle is a Committee of the Corporation. All Board Directors are ex-officio members of the Mission Circle. Any meeting of the Board shall be preceded by a meeting of the Mission Circle. Recommendations of the Mission Circle will be placed on the board agenda as consent items.

As we add more details to our policies and procedures around the Mission Circle, we need to make clear that the Board cannot be constrained by a committee of the corporation. Directors need to be able to exercise their own independent judgment. We can put in policies and procedures that the sociocratic process must be followed before certain decisions, so long as we make it clear that the process does not ultimately bind the board.

Additional Resources
Involving Youth on Your Board

Committees of the Whole and Consent Agendas

Sociocracy for All Governance Agreement

Simple Addition:

Sociocratic Governance Definition: Sociocratic governance shall be defined as a method of governance that delegates policy making to all levels of the Corporation and establishes equivalence among its members within their domain of responsibility.

Governance Principles: Circles, consent, continuous evolution

An additional element to add to Policies and Procedures document is language about how to appeal.

Appealing a Circle Decision

  1. Method 1: Any individual circle member may appeal any decision made by any circle.
    The appeal will first be heard by the circle(s) to which the individual belongs. If that circle
    agrees with the appeal, they will send elected delegates to the circle that made the
    decision. These delegates will meet with the circle that made the decision. The purpose
    of this meeting is to understand and explore the reasoning behind the original decision
    and behind the appeal. The circle that made the original decision will then confirm,
    amend or withdraw the original decision (within one session, or more if extended by
    consent).
  1. Method 2: Alternatively, four individuals (no two from the same household) can appeal
    any decision to the circle that made the decision. Those appealing will select delegates
    to meet with the circle that made the decision in order to collectively understand and
    explore the reasoning behind the original decision and behind the appeal. The circle that
    made the original decision will then confirm, amend or withdraw the original decision
    (within one session, or more if extended by consent)…
  1. If those appealing are not satisfied with the result of their appeal, they, along with
    delegates of the original decision-making circle, can seek assistance from a mediating
    body to get resolution (within two sessions, or more if extended by consent)
  1. If that is not successful, the issue moves to the next broader circle, but no further than
    the General Circle.

This language comes from the G.A.L.A. Bylaws and Policies and Procedures as shared to Deborah.

Then this is from Austrian Law

https://docs.google.com/document/d/1ZJYCfRyQ7D62pwMDFkz-oRPrekE2UV5-YdneR1qSwbc/edit

Some initial ideas from these examples

  • Include ways for people to unblock decisions
    • Consent not needed to bring in facilitator
  • Binding arbitration of procedure (not content) on whether an objection is reasoned is outsourced to a Sociocracy expert
  • Consent not needed to go to arbitration. Not binding. Put on consent agenda. If not consented to, then 2/3 is enough
  • Add time limit (don’t want things to take too long or too short)
  • Require that anyone being selected onto the Board has to have a certain level of Sociocratic expertise / training

Sample Bylaws from Symbiosym

I’m not sure where this lives but maybe our Policies and Procedures documentation also includes things that fall under an Employee Handbook?

Here’s an example from Of/by/for/all

https://drive.google.com/file/d/1VFGxlbKX_EWj0pCSYHV_sx0AvyjJah1x/view?usp=drivesdk

UPDATE: We’ve engaged with the Lawyer’s Alliance to do the next version of our Bylaws. This is the message we sent to them. It includes helpful framing for external audiences.

Here’s our Current Bylaws!

Thank you for the framing of Bylaws version 2 being about:

  • Adding the Mission Circle as a committee of the corporation that will advise the board

  • Encouraging flexibility and distributed governance

  • Being user-friendly

We’re looking forward to getting started.

Deborah

—-— Bonus material for people who are interested in research / exploration… —-—-

Mental Models of the Role of the Board

We’re fascinated by the “Minimum Viable Board” concept from Enspiral (a New Zealand company so laws aren’t the same, but the spirit of the idea is interesting). Excerpt below:

As a registered New Zealand company, Enspiral Foundation Ltd has to have directors. Enspiral’s goal is to distribute vision, strategy, and leadership as widely as possible in the network, so our approach is a “minimum viable board” (MVB), with a narrow compliance focus. You can see the details in the Board Agreement.

Responsibilities

  • Legal and financial compliance

  • Management of major risk

  • Steward of the Enspiral brand

At the same time, we think our Board must be about holding the organization true to its mission of youth-led collective impact.

Creating the Future, an Arizona nonprofit, has adopted the Minimum Viable Board concept with the holding the organization true to its mission concept into its Creating the Future Bylaws. You can also read the history and context of Creating the Future’s bylaws. Excerpts below

How Decisions Are Made: To ensure our decisions are aligned with our vision and values, all decisions will be made by the people closest to and affected by that decision, as they are the ones with the most context and knowledge required for making those decisions. In accordance with Arizona statute 10-3801c, this authority will be granted per Creating the Future’s Articles of Incorporation.

The role of Creating the Future’s board is to safeguard the organization’s integrity, to ensure…
 that the organization is meeting all its legal obligations, in compliance with Arizona law
and the U.S. Internal Revenue Service
 that we are meeting the expectations of our stakeholders and community members
 that we are doing what we have committed to do
 that we are doing so by walking the talk of our values

Given that we’re about youth-leadership, we’re interested in exploring how the legal obligations can lie with the board whereas the mission circle is responsible for the, well, mission such as meeting expectations of stakeholders, doing what we’ve committed to do, and holding true to our values. Some language we’ve been playing around with include

A mission circle pays attention to long-term planning and makes sure the organization stays true its mission (and vision) and connected in its organizational and cultural context.
The mission circle is the link with and to the larger community.
The Mission Circle is a Committee of the Corporation. All Board Directors are ex-officio members of the Mission Circle. Any meeting of the Board shall be preceded by a meeting of the Mission Circle. Recommendations of the Mission Circle will be placed on the board agenda as consent items.

This desire to have distributed governance is part of our larger conversations about practicing equity and liberation in the nonprofit world. Read The default nonprofit board model is archaic and toxic; let’s try some new models by Vu Le to get a feeling for what we mean.

Anyway, the point is, we’ve been putting up with this crappy board structure long enough. Yes, there are some good boards, and plenty of great board members. But the structure is archaic, weird, glaringly white, and full of corporate people who know little about nonprofits and often have less lived experience and who often are too busy to bother learning (but who still insist on being in charge!) So, it’s time to try some new stuff. This is challenging, because if we had an effective structure that works for everyone, we would already be using it. The important thing is for us to give ourselves permission to experiment.
This will require unlearning a bunch of no-good, very bad philosophies that have been toxic for our sector. For example, a deeply internalized belief is that the board is the “boss” of the ED/CEO and thus the entire staff team. This sets up a dynamic where the staff are often undermined by less-informed board members and must operate in a pervasive environment of permission seeking, which leads to inaction or ineffective actions.

Bylaws and Sociocracy

Here are examples of Bylaws for a Sociocratic Organization. One big question that I think isn’t adequately covered here is that the solution for not reaching consent here is that the matter is “referred to the appropriate expert director”. Who’s the relevant director? And, it seems to be written to bind the board to a decision.

User-Friendly

Here’s an example of how pro bono lawyers from our first project with you all simplified legalese in our Terms of Service. See the “What this means” sections. Perhaps something similar can be done with our Bylaws? Or perhaps all the Bylaws can be written in Plain English? (for the future: If we dream some more, could Bylaws be written or accompanied with visuals or with a comic that more simply explains what’s going on?)

I was just sent this amazing set of Bylaws from the East Bay Permanent Real Estate Cooperative!

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