TABLE OF CONTENTS
A role is Holacracy’s core building block for organizational structure. This article covers the basic authorities and duties conveyed to a partner filling a role.
A circle contains and integrates many roles. This article describes how a circle is structured, and how the roles within it are assigned, elected, or formed into further sub-circles.
A circle’s governance process is used to define its roles and policies. This article defines the governance process and the ground rules for proposing changes or objecting to proposals.
The circle members of a circle rely on each other to help get their operational work done. This article covers the duties of circle members with respect to supporting one another, and how tactical meetings work.
This article deals with the transition from pre-Holacracy to operating under this Constitution, and provides rules when adopting Holacracy within a board structure with a group of representatives in lieu of a single Lead Link.
A “Role” is an organizational entity meant to be filled and energized by one or more duly-assigned Partners of the Organization, in order to (a) express certain capacities or potentials, perform certain functions, and/or pursue certain results on behalf of the Organization (such Role’s “Purpose”); and (b) control and regulate certain property, functions, processes, domains, or areas on behalf of the Organization (each a “Domain” of such Role); and (c) perform or otherwise manage and effect the execution of certain ongoing activities for the Organization (each an “Accountability” of such Role).
A “Role” is an organizational entity with a “Purpose” to express, “Domains” to control, and “Accountabilities” to perform.
A Partner duly filling a Role shall have the responsibilities documented in this Section 1.2, until such Partner enacts whatever resignations or other due-process may be necessary to cause their removal from such Role assignment.
When filling a Role, a Partner accepts the following responsibilities:
A Partner duly filling a Role shall regularly compare the current expression of such Role’s Purpose and enactment of its Accountabilities to such Partner’s sense of an ideal potential expression of such Purpose and enactment of such Accountabilities, to identify gaps between the current reality and such a sensed potential (each such gap a “Tension”). For each Tension so identified, such Partner shall attempt to reduce such Tension by identifying and enacting one or more appropriate courses of action given the authorities and other mechanisms available to such Partner under this Constitution.
A Partner is responsible for sensing “Tensions” for that Role and processing them. A Tension is a gap between what is, and what could be better.
A Partner duly filling a Role shall regularly review all Accountabilities of such Role and determine, in service of expressing each such Accountability, (a) specific actions that could be executed immediately by such Partner and would be useful to the Organization to have promptly executed in the absence of competing priorities (each a “Next-Action”), and (b) specific outcomes that require multiple sequential actions to achieve and that would be useful to the Organization to work towards realizing in the absence of competing priorities (each such outcome a “Project”).
A Partner is responsible for breaking down their Role’s Accountabilities into Projects and Next-Actions to move them forward. A Project is an outcome to achieve, and a Next-Action is a concrete, physical action that could be executed immediately if time allowed.
A Partner duly filling a Role shall regularly assess which of the Projects tracked for such Role are important enough to focus such Partner’s available attention and other resources towards enacting presently or imminently (each a “Current Project”). For each Current Project, such Partner shall further determine and capture any Next-Action(s) reasonably necessary or desirable at that point in time to move towards enacting such Project.
A Partner is responsible for breaking down all of their Projects into Next-Actions.
A Partner duly filling a Role shall (a) explicitly capture and track, in a database or similar tangible form readily transmittable to or reviewable by another Partner, all Projects and Next-Actions identified by such Partner for such Role, and (b) regularly review, update, and maintain such database such that it remains reflective of the current state of the actual and potential work of such Role.
A Partner is responsible for tracking their Projects and Next-Actions in a tangible system outside their mind (database, list…), and keeping this system up to date.
Except as otherwise constrained by the terms of this Constitution or the outputs of its processes, a Partner duly filling a Role shall have the ongoing responsibility to consciously consider all of the Next-Actions and other potential activities that could be executed upon in service of such Role, as well as such Partner’s available time, attention, energy, and any other resources duly available for use by such Role, and to continually assess which such activities are most appropriate to deploy such resources towards in service of such Role and the Organization, and to so deploy such resources and execute such Next-Actions and other activities.
A Partner is responsible for consciously and continually choosing which Projects and Next-Actions to work on or to spend resources towards, among all available options.
A Partner duly filling a Role shall have the authority to control and regulate each Domain assigned to such Role, by (a) assessing specific requests for permission to take actions that impact such a Domain, and approving or denying such requests, and (b) defining or amending ongoing grants of authority allowing others to exert control or cause a material impact within such a Domain, as well as limits or constraints on how others may do so when otherwise authorized (each such grant or constraint of authority a “Policy”), which shall be valid and binding once published in a forum freely and conveniently accessible to all Partners who may be impacted by such a Policy; provided, however, that the authorities granted under this Section 1.3 shall be further limited by and subject to any constraints duly operating upon such Role itself or such Domain per the terms of Section 2.1.4.
When filling a Role with a Domain, a Partner has the authority to control (authorize or restrict) how other Roles can impact this Domain, or to establish ongoing authorizations or restrictions via Policies for this Domain.
A Partner duly filling a Role shall have the authority to execute any Next-Actions reasonably necessary or desirable for the expression of such Role’s Purpose or the enactment of such Role’s Accountabilities, provided that such a Next-Action (a) does not violate a constraint of authority duly affecting such Role under the terms of Section 2.1.4; and (b) does not exert control or cause a material impact within a Domain duly assigned to another Role of the Organization or otherwise owned by another sovereign entity, unless (i) such Partner has received permission to so exert control or cause such an impact by a representative of such other Role or entity with the due authority to allow such control or impact within such a Domain, or (ii) relevant Policies in effect for such a Domain allow such action and such Role-Filler follows such Policies in so acting.
When filling a Role, a Partner can take any action to express the Role’s Purpose or Accountabilities, as long as it doesn’t impact the Domain of another Role without permission.
A “Circle” is a Role that is duly-authorized, as provided for herein, to (a) further differentiate and organize the expression of its Purpose, control of its Domain, and enactment of its Accountabilities, by defining and evolving its own contained Roles through its own governance process (those not already defined in this Constitution being its “Defined Roles”), and (b) coordinate and integrate the work activity of those persons energizing such Roles or otherwise appointed to such Circle as provided for herein (its “Circle Members”).
A Circle is a Role authorized to break itself down into sub-Roles, so multiple people can work together to express the Circle’s overall Purpose and Accountabilities.
The Roles of a Circle may only be defined or amended through the due governance process defined in Article III of this Constitution, except for the limited exceptions granted under the terms of Section 5.3, and under no circumstances may anyone or any process cause or grant authority for a Circle’s Roles to be so defined or amended through any means other than such due-process.
The Roles of a Circle can only be defined through the governance process detailed in Article III.
Policies granting or limiting authority within a Domain duly controlled by a Circle may only be defined or amended through the due governance process defined in Article III of this Constitution, except to the extent otherwise allowed under the terms of Section 2.2.1. Further, solely for the purpose of defining Policies that limit authority of its contained Roles, a Circle shall be deemed to hold a Domain controlling all of the functions and activities performed by such Roles, whether or not explicitly defined as a Domain of such Circle.
Policies to control a Circle’s Domain are also defined through the governance process detailed in Article III.
Extending the terms of Section 1.4, each Role within a Circle shall hold the further authorization to exert control or cause a material impact within any Domain duly controlled by such Circle itself, or which such Circle otherwise has a grant of authority to so impact, subject to any limitations or constraints duly acting upon such Circle itself or defined by Policy of such Circle; provided, however, that the authority granted under this Section 2.1.3 shall exclude the authority to control or regulate such a Domain under the terms of Section 1.3, or to transfer or otherwise dispose of or significantly limit any rights of such Circle to such Domain or any assets or other significant property within such Domain, unless explicitly authorized by someone otherwise holding such authority.
Any Role within a Circle can generally impact the Circle’s Domain without explicit permission, unless the Domain was delegated to another Role within the Circle.
A Circle may delegate the authority to regulate such Circle’s Domains or any part or aspect thereof to a Role within such Circle by defining a Domain upon such a Role, and such a delegation shall remove such Circle’s control of and authority within such Domain to the extent such control and authority is so placed on such Role, except such Circle shall retain the right to amend or remove any such delegations, or to define or modify Policies further granting or constraining such Role’s authority within such Domain; all provided, however, that any such delegation (a) shall be limited by whatever authority such Circle itself duly enjoys, and (b) shall exclude the authority to externally transfer from such Circle or to otherwise dispose of or significantly limit any rights of such Circle to such Domain or any assets or other significant property within such a Domain, unless such authority is explicitly included by a Policy of such Circle.
A Circle can delegate part or all of its Domain to a Role within the Circle, in which case that Role then controls that part of the Domain. One caveat: that Role still cannot spend resources in the Domain or give away control of the Domain, unless explicitly authorized to do so.
In addition to any Defined Roles, each Circle shall have a “Lead Link Role” with the definition given in APPENDIX A and as further defined in this Section 2.2 (the person so appointed to fill such Lead Link Role, while acting in such capacity, being the Circle’s “Lead Link”).
Each Circle has a “Lead Link”, as defined in APPENDIX A.
A Circle’s Lead Link shall be deemed to hold any Accountabilities and control any Domain defined on such Circle itself just as if such a Circle were only a Role and such Lead Link filled such Role, but only to the extent that such Accountabilities or control of such Domain, or any part or aspect thereof, have not been defined upon a Role within such Circle or otherwise delegated within such Circle as provided for herein; provided, however, that such Lead Link shall not have the authority to define Policies outside the governance process of such Circle that limit the authority of such Circle’s Roles to impact such a Domain.
The Lead Link holds all the Accountabilities and authorities defined on the Circle but not yet delegated to a Role within the Circle.
A Circle’s Lead Link shall, upon request of any Circle Member of such Circle, assess the relative priority of any Project, Next-Action, or other current potential usage of such Circle’s resources vs. any other such potential usage, and specify which of such potential usages holds higher value to apply such Circle’s resources towards at the then-present time. A Circle’s Lead Link may further specify heuristics, or remove or amend any previously specified, to guide such Circle’s Roles in self-identifying and aligning with such priorities on an ongoing basis, with each such heuristic expressed as one potentially-valuable activity, emphasis, focus, or goal to generally prioritize over another potentially-valuable activity, emphasis, focus, or goal (each such heuristic a “Strategy” of such Circle).
The Lead Link can define work priorities and ongoing “Strategies” for the Circle.
No Circle may add Accountabilities or other functions to its own Lead Link Role, or modify such Role’s Purpose. No Circle may remove its Lead Link Role entirely, however a Circle may remove any Accountabilities, Domains, authorities, or functions of such Circle’s Lead Link Role, whether so held per the terms of Section 2.2.1 or defined by this Constitution. Such delegation shall be enacted through such Circle’s due governance process by either placing such elements on another Role within the Circle, or by defining an alternate means of enacting such elements. To the extent any such elements are so delegated, such placement shall preempt and remove such elements from the Lead Link Role, and such Circle may further amend, move, or remove any such delegation through its due governance process.
You can delegate functions from the Lead Link to other Roles via governance, but you can never add functions to the Lead Link.
Except as otherwise specified in this Constitution, the persons authorized to participate in the governance process defined in Article III for a Circle (its “Core Circle Members”) shall be:
By default, anyone filling a Role in a Circle is a “Core Circle Member” and can participate in the governance process of the Circle. This includes the Circle’s Lead Link, and any Rep Links or Cross Links appointed to the Circle.
A Circle may enact a Policy, as otherwise provided for herein, limiting how many Partners filling a particular Defined Role may be Core Circle Members due to that particular assignment, provided that such a Policy (i) must allow at least one of the Partners filling each Defined Role to serve as Core Circle Members during any governance of such Circle, and (ii) must specify how such Partner or Partners shall be determined. To the extent there are Partners filling such a Role who are not Core Circle Members of such Circle as a result of such a Policy, then, unless an alternate pathway is provided by such Policy for such Partners to process Tensions about such Role’s work, each Core Circle Member filling such Role shall be deemed to also hold the Purpose and Accountabilities of a Rep Link, as defined in APPENDIX A, with the Circle referenced therein meaning such Role, and the Circle Members referenced therein meaning those Partners filling such Role who are not Core Circle Members of such Circle.
If a Role is filled by multiple people, a Circle can adopt a Policy saying that only one of those people gets to be a Core Circle Member representing that Role in governance. If so, the person appointed for that Role acts like a Rep Link and channels tensions from other people filling the Role into the governance process.
The Lead Link of a Circle may exclude a Partner from serving as a Core Circle Member of such Circle when (i) such Partner would only otherwise serve as a Core Circle Member due to filling Defined Roles of such Circle, and (ii) such Partner only has a de minimis amount of time or attention allocated to such Roles, as reasonably judged by such Lead Link. If such a Partner is so excluded, unless otherwise delegated as allowed by Section 2.2.3, the Lead Link of such Circle shall automatically be deemed to also hold the Purpose and Accountabilities of a Rep Link, as defined in APPENDIX A, with the Circle referenced therein meaning such Roles, and the Circle Members referenced therein meaning each such excluded Partner.
If a person is doing very little work for a Role, the Lead Link can decide that person is not a Core Circle Member.
Additional persons beyond those required per the terms of this Section 2.3 may be specially appointed to also serve as Core Circle Members of a Circle from time to time. Such an appointment may be enacted by the Lead Link of a Circle or granted via a Policy of a Circle, and any such appointments shall endure until removed by whatever authority or process so enacted it, provided that neither the Lead Link nor a Policy may cause the removal of someone as a Core Circle Member while such status is otherwise granted under other terms of this Section 2.3.
The Lead Link can appoint someone outside the Circle to be a Core Circle Member. This can also be done through a Policy.
The Lead Link of a Circle shall have the authority to assign one or more Partners of the Organization or other appropriate persons to fill and execute upon any of such Circle’s Defined Roles, subject to any relevant Policies of such Circle or of any other duly-authorized Role or Circle of the Organization.
The Lead Link can assign any Partner of the Organization to fill a Role of the Circle, unless a Policy says otherwise.
Whenever a Defined Role is unfilled for any reason, such Circle’s Lead Link shall automatically be deemed to fill such Role until such time as at least one Partner has been duly assigned to such Role.
When a Role is unfilled, the Lead Link automatically fills it by default.
A Defined Role may be assigned to multiple persons only to the extent that assigning more than one person would not decrease the clarity of who shall hold the Accountabilities and authorities of the Role within each specific context or instance of work facing such Role. As one possible method of meeting the preceding criteria, a person duly-assigning multiple persons to a single Defined Role shall have the further authority to specify, along with each such assignment, a specific context, area, or similar subset of the Role’s possible focus (such assignment’s “Focus”), in which case the Purpose, Accountabilities, and Domain defined for such Role shall be interpreted as applying specifically and only within the Focus so specified for each such assignment.
A Role can be assigned to multiple people as long as it’s clear who holds accountabilities and authorities for specific situations facing the Role. One way of making this clear is to assign a “Focus” to each person filling the Role.
A Partner so assigned to a Role of a Circle under this Section 2.4 may resign from such assignment at any time by giving notice to the Lead Link of such Circle, or, if such Lead Link no longer holds the authority to assign Partners to Roles of such Circle, then to whoever holds such authority. Any such resignation shall take effect upon the conveyance of such notice or at any later time specified in such notice, and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective; provided, however, that constraints on resignations may be defined as terms of the relationship between a Partner and the Organization, and any such additional terms shall prevail over those specified in this Section 2.4.3.
Someone can resign from a Role assignment at any time by giving notice to the Circle’s Lead Link, unless they’ve agreed otherwise.
Except as otherwise provided herein, each Circle shall include, in addition to its Defined Roles, a “Facilitator Role”, a “Secretary Role”, and a “Rep Link Role” with the definitions given in APPENDIX A and as further defined in this Constitution (collectively, the “Elected Roles”, with “Facilitator”, “Secretary”, and “Rep Link” meaning the person filling each such Elected Role, respectively, when acting in such capacity).
Every Circle has the following Elected Roles: “Facilitator”, “Secretary”, and “Rep Link”, as defined in APPENDIX A.
Except as otherwise specified herein, each Circle shall hold regular elections to elect a Core Circle Member of such Circle into each of the Elected Roles for such Circle, using the process and rules defined in Article III. Any Core Circle Member of a Circle shall be eligible for such an election and each Core Circle Member may hold multiple Elected Roles, except that the Core Circle Member filling the Lead Link Role for a Circle shall not be eligible for election into either the Facilitator Role or the Rep Link Role for such Circle.
Any Core Circle Member is eligible for an Elected Role, except the Lead Link, who cannot be Facilitator or Rep Link.
Each election for an Elected Role shall carry a term defined during the election process, after which a new regular election for such Elected Role shall be held. However, even before a term has expired, any Core Circle Member of a Circle shall have the authority to call for and cause a new election to be held for any of the Elected Roles of such Circle, as provided for in Article III.
Elected Roles are elected for a term defined during the election, but anyone can call for a new election at any time.
A Circle may add Accountabilities or Domains to its Elected Roles from time to time through the governance process of such Circle, as well as amend or remove any such additions; provided, however, that no Circle may remove such Elected Roles nor amend or remove any Purpose, Domain, Accountabilities, or authorities granted to such Elected Roles by this Constitution, and a Circle may only add to its own Rep Link Role and not to a Rep Link Role appointed to such Circle under the terms of Section 2.6.5.
A Circle can add Accountabilities or Domains to its Elected Roles and can remove these additions later, but cannot remove anything else from its Elected Roles. A Circle cannot change Elected Roles from other circles, including any Rep Links from its Sub-Circles.
For the duration an Elected Role is unfilled for any reason, or to the extent the Core Circle Member filling an Elected Role is not present within a relevant meeting of such Circle or feels unable or unwilling to enact such Role’s duties, then, until such Role can be normally filled and executed as called for herein, such Role shall be deemed to be filled on an interim basis by: (a) an alternate person specified in advance or at the time by the person then-acting in such Role, provided such alternate accepts such appointment; or, if there is no such alternate specified or present, then by (b) the acting Facilitator of such Circle; or, if there is no acting Facilitator so elected or present, then by (c) the acting Secretary of such Circle; or, if there is no acting Secretary so elected or present, then by (d) the Lead Link of such Circle; or, if there is no Lead Link of such Circle duly appointed or present, then by (e) the first Core Circle Member of such Circle who so declares themselves as filling such Role.
When an Elected Role is unfilled or its Role-filler absent, it is temporarily filled in this order: (a) by an alternate person appointed by the Role-filler, (b) by the Facilitator, (c) by the Secretary, (d) by the Lead Link, or (e) by the first Core Circle Member to volunteer.
Any of a Circle’s Defined Roles may be further authorized to act as a Circle, subject to the terms of this Section 2.6 (a Circle contained within another Circle being a “Sub-Circle” in relation to such containing Circle, and such a containing Circle being the “Super-Circle” in relation to its Sub-Circles).
A Role within a Circle can become a Circle itself; it then becomes a “Sub-Circle” to its containing “Super-Circle”.
A Circle may cause or permit the formation of a Sub-Circle by, through its due governance process, either (a) authorizing any Defined Role within such Circle to itself expand into a full Circle; or (b) creating a new Defined Role to encompass and integrate one or more other Defined Roles already contained within such Circle, in which case such new Defined Role shall be a Circle and such other Defined Roles shall move into such new Circle upon its formation and thus be removed from direct containment within such original Circle, provided, however, that for such act to be valid, the new Circle must have a Domain defined broadly enough to contain the Domain of all such Roles so being encompassed.
A Circle can create a Sub-Circle through governance by either (a) expanding an existing Role into a Circle, or (b) integrating several existing Roles into a new Circle.
A Circle may modify the Purpose, Domain, or Accountabilities defined upon its Sub-Circles through its due governance process in the same manner as for any other Defined Role of such Circle, and may further refine the boundary between its own functions and those of such a Sub-Circle by moving Defined Roles or Policies into such Sub-Circle from such Circle or vice-versa, provided that any Defined Roles or Policies so moved must be otherwise permitted and valid within the target Circle of such a move under the rules of this Constitution.
A Circle can modify the Purpose, Domain, or Accountabilities of its Sub-Circles through governance, just like its other Roles.
A Circle may remove, through its due governance process, any Sub-Circle contained within such Circle at any time, by (a) removing such Sub-Circle entirely, in which case all of such Sub-Circle’s Roles, including further Sub-Circles, recursively, shall also be terminated, however any Policies defined for such Sub-Circle’s Domain shall be retained by such Circle unless otherwise specified through such Circle’s governance process; or (b) collapsing such Sub-Circle back into a Role that is not authorized to serve as a Circle, in which case all of such Sub-Circle’s Roles shall be automatically terminated, including any further Sub-Circles, recursively, but such Role so collapsing shall itself be retained, as shall any Policies defined for such Role’s Domain; or (c) dissolving the Sub-Circle’s boundary without removing its contents, in which case such Sub-Circle shall be removed, however all Policies and Roles within such Sub-Circle, including further Sub-Circles, shall be retained within the Circle so dissolving such boundary.
A Circle can remove a Sub-Circle through governance by (a) removing the Sub-Circle entirely, including all Roles within it, (b) collapsing the Sub-Circle into a single Role, thus removing all Roles within it, or (c) dissolving the Sub-Circle’s boundary, so that all Roles within it are absorbed by the Circle.
A Circle containing a Defined Role that is also a Sub-Circle may appoint a person to fill such Defined Role using the same process and authority as for any other Defined Role of such Circle, including revoking or changing such appointment as-desired, and the person so appointed to fill such Role shall also automatically fill the Lead Link Role within such Sub-Circle and become a Circle Member of such Sub-Circle for the duration of such appointment.
A Role that is also a Sub-Circle still has someone assigned to fill it just like any other Role. That person becomes the Lead Link to the Sub-Circle.
The Rep Link elected by a Circle shall automatically become a Circle Member of such Circle’s Super-Circle for the duration of such appointment; provided, however, that, unless otherwise specified in a Policy of such Super-Circle, a Rep Link of any Circle lacking any Core Circle Members beyond those serving as Lead Link or Cross Links into such Circle shall not become a Circle Member of such Super-Circle, and an election into such Rep Link Role need not be conducted until such Sub-Circle has Core Circle Members beyond those serving as Lead Link or Cross Links.
The Rep Link elected by a Circle automatically becomes a Core Circle Member of its Super-Circle.
By enacting a Policy as otherwise allowed herein, a Circle may allow any other entity or group, whether external to the Organization or a Role or Circle within the Organization (in any case, the “Linked Entity”), to appoint a representative to participate within the governance and operations of such Circle or any Sub-Circle of such Circle (whichever is so specified being the “Target Circle”), in which case the terms of this Section 2.7 shall further govern such representation to the extent not otherwise specified in the Policy so allowing such representation (such Policy being the “Cross Link Policy”).
A Circle can define a “Cross Link Policy” through governance to invite another entity (the “Linked Entity”) to have a representative in that Circle or any of its Sub-Circles (the “Target Circle”).
Upon the enactment of a Cross Link Policy, the Linked Entity and the Target Circle shall be deemed connected by a special Rep Link Role as defined in APPENDIX A, but with the Circle referenced therein being the Linked Entity and the Super-Circle being the Target Circle (such a special Rep Link Role being a “Cross Link Role”, with the person filling such Role when acting in such capacity being the “Cross Link”); however, if the Linked Entity is not a Circle, then the functions of a Cross Link Role shall be considered functions of the Linked Entity itself rather than a separate Role within such Linked Entity, and its Circle Members shall be considered anyone duly-energizing or otherwise operating within such Linked Entity. Further, if the Linked Entity is not a Role governed by this Constitution, then the Cross Link Policy shall further define the Linked Entity so represented and the Purpose and Accountabilities held by its Cross Link Role within the Target Circle.
The Linked Entity and the Target Circle are connected by a “Cross Link Role”. It functions as a Rep Link for the Linked Entity to channel tensions into the Target Circle.
A Cross Link Role may be duly filled by (a) the Linked Entity appointing the single person already duly-energizing the Linked Entity within its own context to fill such Role, to the extent such a single person so exists; or by (b) the Linked Entity appointing a single person to fill such Role using whatever authority and due-process such Linked Entity may otherwise have and use for enacting similar appointments to its other Defined Roles or similar work functions; or (c) to the extent the Linked Entity represents a group with no single nexus of authority to directly appoint a representative to energize the Cross Link Role, then by whatever process may be defined by the Cross Link Policy or the Target Circle for filling such Role with such a representative on behalf of the Linked Entity. For the duration a Cross Link Role is unfilled for any reason, such Cross Link Role shall be deemed non-existent and shall have no default assignment or effect.
A Cross Link Role is filled by the Linked Entity, however it chooses, unless the Linked Entity is a group with no single nexus of authority. In that case, the Target Circle gets to decide who represents the group, unless a relevant Policy or agreement says otherwise.
A Cross Link shall be considered a Circle Member of the Target Circle and may use all authorities available to such a Circle Member to process Tensions sensed on behalf of the Cross Link Role; provided, however, that a Cross Link may not use such authorities within the Target Circle to build or enact capacities for the Linked Entity beyond those which would also help such Target Circle express its own Purpose or Accountabilities.
In the Target Circle, a Cross Link has the same authority as any other Circle Member, as long as it exercises it for the Purpose of the Target Circle.
A Linked Entity may add to or amend its Cross Link Role through its own due governance process, and such Role shall further inherit any Accountabilities required on such a Role by a Policy duly operating upon the Linked Entity; in either case, any Accountabilities so added shall apply in both the Linked Entity and the Target Circle unless otherwise specified through the governance process of the Linked Entity or in the Cross Link Policy. A Target Circle may add Domains or Accountabilities to a Cross Link Role through its own due governance process, and may later amend or remove the same, however any such additions shall apply only to the Cross Link Role within such Target Circle and not to or within the Linked Entity, and a Cross Link may not allocate any resources of the Linked Entity to enact Accountabilities added to the Cross Link Role within the Target Circle, except to the extent such allocations would otherwise benefit the Linked Entity given its own Purpose and Accountabilities.
A Linked Entity can modify its Cross Link Role through governance, and the modifications apply in the Target Circle. A Target Circle can also modify a Cross Link Role, but the modifications do not apply in the Linked Entity.
To the extent a Circle defines a Cross Link Policy referencing a Role of the Organization as the Linked Entity, such Role must be directly contained within such Circle or any Super-Circle of such Circle, recursively. However, either a Linked Entity or a Target Circle so referenced by a Cross Link Policy may further delegate such designation by specifying one of its own contained Roles or Circles, as the case may be, to act as the Linked Entity or Target Circle for the purposes of such Cross Link Policy. Any such delegation shall happen via a Policy enacted by the entity so delegating, which may later be amended or removed, all as otherwise allowed herein. Upon such a delegation, all terms and effects defined herein shall transfer to the newly specified Linked Entity or Target Circle, as the case may be, including the authority to further delegate such a designation.
If a Circle is invited to appoint a Cross Link, or required to accept one, it can delegate that connection to one of its own Roles or Sub-Circles. No other Circle can bypass this delegation by directly specifying one of its Roles or Sub-Circles – it’s up to the Circle how it wants to delegate a Cross Link connection.
Each Circle’s governance process shall be enacted under the rules and processes of this Article III, in order to:
The activities defined in this Section 3.1 shall constitute the “Governance Activities” of a Circle, and the then-current acting results of such activities its “Governance”. No outputs or decisions aside from those defined in this Section 3.1 shall be considered due Governance of a Circle, and the Secretary of a Circle shall only capture such allowed outputs in the official Governance minutes or records of such Circle.
The only valid “Governance” acts of a Circle are to create or amend Roles, Policies, or Sub-Circles, or to hold elections. Nothing else can be decided or captured in the Governance records of a Circle.
Any Core Circle Member of a Circle may propose new or amended Governance or other changes for such Circle using one of the processes defined in Sections 3.3 or 3.4 hereof (a “Proposal”), and such Proposal shall be considered and processed via such process and given the rules and requirements defined in this Section 3.2.
For a proposed Governance change to be processed and accepted, it must meet some criteria:
A Proposal shall only be considered and processed to the extent that it would resolve or reduce a Tension sensed by the Core Circle Member making such Proposal, by:
A Proposal shall be deemed to meet the criteria defined in this Section 3.2.1 to the extent the Core Circle Member making such Proposal can present an actual, specific, and reasonable present or past situation that, were such Proposal in place, would trigger or would have triggered less of the Tension such Proposal seeks to resolve via one of the means required herein, in the reasonable judgment of such Core Circle Member.
A Proposal is generally valid for processing only if it helps one of the Proposer’s roles, unless the Proposer has permission to process tensions for another Role. However, evolving the Governance to better reflect what’s already happening is always allowed, even if unrelated to the Proposer’s roles, as is calling for an election.
A Proposal shall be adopted as formal and binding Governance for such Circle only once every Core Circle Member of such Circle is given an opportunity to raise Objections to adopting such Proposal, in its then-current form if modified from the originally-proposed language, and no such Objections are so raised. An “Objection” to a Proposal shall be defined as a Tension for a Core Circle Member that would be caused by adopting such Proposal, when such Tension either meets all of the standard criteria defined in (a) through (d) below, or meets the special criteria defined in (e) below:
An Objection is a Tension that would be caused by adopting the Proposal. However, to be valid, an Objection must meet all the following criteria:
Except as expressly provided otherwise in this Constitution, a Tension raised by a Core Circle Member as a claimed Objection to a Proposal for a Circle shall be deemed to meet the criteria defined in Section 3.2.2, and thus be considered an actual Objection, to the extent such Core Circle Member can present a reasonable and specific argument for why such a claimed Objection meets each such specific criterion.
An Objection is valid when the Objector can present a reasonable argument for why the Objection meets each criterion.
For the purposes of this Section 3.2, the following rules shall also apply with regard to Proposals or Objections raised by a Role linked into a Circle from another Circle or similar entity:
Links from other Circles can make Proposals or raise Objections by following specific rules:
The Secretary of a Circle shall regularly schedule and convene meetings specifically to enact the Governance Activities of such Circle, which the Facilitator of such Circle shall preside over and facilitate, all in alignment with the rules of this Section 3.3 and any relevant Policies of such Circle (its “Governance Meetings”). In addition to any regularly-scheduled Governance Meetings, the Secretary of a Circle shall further convene a special Governance Meeting of such Circle promptly upon the request of any of its Core Circle Members, and such special Governance Meeting may be used for any purposes that would otherwise be valid in a regularly-scheduled Governance Meeting.
This Section defines the Governance Meeting process. Governance Meetings are facilitated by the Facilitator, and scheduled by the Secretary on a regular basis, or on request from a Core Circle Member.
All Core Circle Members of a Circle shall be entitled to fully participate in all Governance Meetings of such Circle, as shall the acting Facilitator and Secretary of such Circle even if not Core Circle Members; further, the Lead Link and any Rep Links or Cross Links to such Circle may each invite up to one additional person into each Governance Meeting of such Circle, solely to aid in the processing of a specific Tension affecting the source of such link, and such invited participant shall be treated as a Core Circle Member of such Circle for the duration of such a Governance Meeting. No other persons may participate in the Governance Meetings of a Circle unless explicitly allowed by Policy of such Circle.
All Core Circle Members of a Circle are allowed to attend Governance Meetings. Generally no one else can attend; however, the Lead Link and any Rep Links can each invite one additional person just to help process a specific Tension in the area they represent.
Unless otherwise specified in a Policy of a Circle, (i) there shall be no quorum requirement for Governance Meetings of such Circle, (ii) any Governance changes enacted within such meetings shall be valid regardless of the number of Core Circle Members in attendance, and (iii) for the purposes of Section 3.2, any Core Circle Members not in attendance at a Governance Meeting shall automatically be deemed to have been given a chance to raise Objections to any Proposals made within such meeting and further deemed to have raised no such Objections; all provided, however, that notice of such meeting was given to all Core Circle Members by the Secretary of such Circle, in alignment with any relevant Policies defined by such Circle or, in the absence of such Policies, in alignment the Secretary’s good-faith judgment of reasonable notice practices.
By default, there is no minimum number of participants required for a Governance Meeting, and all Governance changes are valid regardless of attendance.
The agenda for a Governance Meeting shall be built within such meeting and not beforehand, by the Facilitator soliciting and capturing agenda items on the formal agenda for such meeting at or near the beginning of each such meeting. Agenda items shall be solicited from all Core Circle Members present at a general Governance Meeting, or, in the case of a special Governance Meeting, from just the Core Circle Member who called such special meeting, unless such Core Circle Member chooses to allow additional agenda items from other participants. The Facilitator may add further items to the formal agenda from any participant at any time during a Governance Meeting, even after the initial agenda building has concluded, however, in the case of a special meeting, the Facilitator may not proceed with processing such newly-added items until after all originally-added items have been completed, unless the Core Circle Member who called such special meeting so allows.
A Governance Meeting agenda is built on the fly by the Facilitator capturing agenda items from Core Circle Members.
The Integrative Decision-Making Process shall be enacted as follows, but solely within the context of and for the purpose of resolving or reducing the Tension represented by the agenda item so being processed, only as sensed and judged by the Core Circle Member who raised such agenda item (the “Proposer”):
The Integrative Decision-Making Process follows these steps to address the Proposer’s Tension:
The Integrative Election Process shall be enacted as follows:
The Integrative Election Process follows these steps:
The Facilitator may test whether a Proposal put forth during a Governance Meeting is allowed for processing by requesting the Proposer describe the Tension such Proposal would address and present an actual, specific, and reasonable example situation as required under the terms of Section 3.2.1. During such testing, the Facilitator shall have the limited authority to judge whether such a Tension and situation has been presented, but not the validity or accuracy of such Tension or such situation, nor whether such Proposal would address such Tension or change such situation. Testing of Proposals by the Facilitator may be done when a Proposer initially presents a Proposal or during the integration step of the Integrative Decision-Making Process, and the Facilitator shall always engage in such testing if called upon to do so during such integration step by any Core Circle Member participating in such process. Upon discovering a Proposal is disallowed under the terms of Section 3.2.1, the processing of such Proposal shall immediately cease and the agenda item representing such Proposal shall be struck from the agenda.
The Facilitator can test a Proposal by asking the Proposer to present an actual example of how their Tension showed up during the work of one of their Roles (as required in Section 3.2.1). The Facilitator can test a Proposal when it is presented or during Integration, and can judge only whether a case has been presented, not its validity. If the Proposal is disallowed, the Facilitator drops it immediately.
To the extent any Objections are claimed while processing a Proposal, the Facilitator may test whether any such claimed Objection constitutes an actual Objection by requesting that a Core Circle Member so raising a claimed Objection (the “Objector”) provide the reasonable and specific arguments required under the terms of Section 3.2.3. During such testing, the Facilitator shall have the limited authority to judge whether such an argument has been presented for each criterion, but not the validity or accuracy of such an argument; provided that, for Objections claimed on the basis of Section 3.2.2(e), the Facilitator may ask the Secretary of the Circle for an interpretation under the terms of Section 3.5 of such claimed Objection’s accuracy, and may dismiss any such claimed Objection deemed inaccurate by such Secretary. Testing of claimed Objection by the Facilitator may be done when an Objector initially claims an Objection or anytime thereafter until the Proposal is resolved, and in any case the Facilitator shall always engage in such testing if called upon to do so during the integration step of the Integrative Decision-Making Process or Integrative Election Process, as the case may be, by any Core Circle Member participating in such process.
The Facilitator can test Objections when they are raised or during Integration. An Objection is valid only if the Objector can provide a reasonable argument for why the Objection meets the criteria defined in Section 3.2.3. The Facilitator can judge only whether this argument has been presented, not its accuracy. However, for Objections for Non-Valid Governance Ouput (Section 3.2.2(e)), the Facilitator can ask the Secretary to interpret the Objection’s accuracy, and dismiss the Objection if the Secretary deems it inaccurate.
During the integration step of processing a Proposal, while attempting to resolve an Objection raised by an Objector, the following additional rules shall apply:
Without limiting any of the terms of this Article III, to the extent it is done in good faith and does not violate any term of this Section 3.3 or distract from the intended focus of a Governance Meeting, any participant may cause or agree to take on Projects or Next-Actions during such a meeting, or make other operational decisions outside the scope of the Circle’s Governance Activities, provided that such participant otherwise has the authority to do so outside of such meeting. Any operational decisions made within a Governance Meeting shall not constitute formal output of such meeting, shall not be captured by the Secretary in the minutes of such meeting nor the formal Governance records of the Circle conducting such meeting, and shall carry no more or less weight or authority than if such decision were made outside of any meeting by the Core Circle Member so making such decision.
Operational decisions shouldn’t be made in Governance meetings, but if it’s convenient to take on a Project or Next-Action, they can be captured individually as long as they are not part of the formal output of the meeting.
Unless otherwise constrained by relevant Policies, a Circle may conduct any of its Governance Activities, except holding elections, outside of a formal Governance Meeting of such Circle, by any of its Core Circle Members distributing a valid Proposal to all other Core Circle Members of such circle via any typically-used channel for such Circle’s communications. Such Proposal shall be considered adopted as formal Governance for such Circle upon each Core Circle Member responding to the Secretary of such Circle with an explicit acknowledgement that such Core Circle Member sees no Objections to adopting such Proposal. A Circle may, however, define a Policy to (i) further constrain or eliminate the ability to make Proposals outside of such Circle’s Governance Meetings; or (ii) institute a time limit upon which any Proposal so distributed shall automatically be accepted even in the absence of receiving explicit acknowledgement of no Objections from all Core Circle Members, provided however that all Core Circle Members shall always retain the right to stop the processing or acceptance of such a Proposal made outside of a Governance Meeting by notifying such Circle’s Secretary, within any time limits specified by Policy of such Circle, of the desire to instead process such Proposal within a Governance Meeting of such Circle.
Governance changes can be made outside of Governance meetings, by submitting a Proposal by email and explicitly receiving “No Objection” back from all Core Circle Members.
Whenever necessary or convenient in their service for the Organization, any Partner affected by the Governance of a Circle, including of Policies defined by such Circle’s Roles, may (i) use their reasonable judgment to interpret the meaning of such Governance, including reasonably inferring the extent or limits of any authorities or requirements defined by such Governance, or (ii) ask the Secretary of a relevant Circle to provide such an interpretation, in which case such Secretary shall promptly respond with such an interpretation; for the purposes of this clause, relevant Secretaries shall include the Secretary of the Circle that defined such Governance or holds the Role that defined such Governance, and, in the case of Governance applied to or affecting another Circle, such other Circle’s Secretary as well. In any case, a Partner may use and act based upon such an interpretation, subject to the further terms specified in this Section 3.5.
Any Partner can interpret the Governance affecting their Role, and in case of a disagreement, can ask the Secretary to make a ruling interpretation.
To the extent any Partner’s interpretation of Governance conflicts with an interpretation made by the Secretary of a Circle, such Secretary’s interpretation shall trump and rule within such Circle, and, upon becoming aware of such interpretation, all Partners shall incorporate such Secretary’s interpretation into their own reasonable interpretation process while acting on behalf of any Roles of such Circle; provided, however, that a Secretary’s interpretation shall be null and void upon any relevant Governance underlying such an interpretation changing through the due-process herein, or upon being otherwise reversed or overruled as provided for herein.
When the Secretary makes a formal interpretation of Governance, it trumps any other interpretation and becomes the rule.
To the extent an interpretation made under this Section 3.5 by the Secretary of a Circle conflicts with an interpretation made by the Secretary of any of such Circle’s Super-Circles, recursively, such Super-Circle interpretation shall trump and rule, and all Partners and Sub-Circle Secretaries shall incorporate such Super-Circle’s ruling into their own reasonable interpretation process upon becoming aware of such ruling; provided, however, that such ruling shall be null and void upon any relevant Governance underlying such an interpretation changing through the due-process herein, or upon being otherwise reversed or overruled as provided for herein.
An interpretation made by the Super-Circle’s Secretary trumps the interpretation of the Circle’s Secretary.
A Secretary of a Circle may further choose to document and publish any interpretations so made by such Secretary under this Section 3.5 in the Governance records of such Circle. To the extent any such interpretations are so published, (i) all Partners shall align their own interpretations of such Circle’s Governance with such published interpretations to the extent reasonably practical, without requiring the burden of significant research, as if such interpretations were themselves valid Governance of such Circle, and (ii) when making formal interpretations as provided for herein, such Circle’s Secretary shall consider such standing published interpretations of such Circle, and of any Super-Circle of such Circle, and shall endeavor to avoid conflict with such prior interpretations to the extent reasonable and practical under the then-current circumstances, provided however that such Secretary may contradict and thus change a standing interpretation of such Circle when a compelling new argument exists for such reversal, so long as such new interpretation does not conflict with a published interpretation of a Super-Circle of such Circle.
Secretaries’ formal interpretations of Governance may be published, and will act as Governance until the Governance records are changed through normal channels.
To the extent a Secretary is duly requested to rule under this Section 3.5 on an interpretation of the Governance of such Secretary’s Circle or any Role or Sub-Circle thereof, recursively, and such Secretary reasonably determines that such Governance or any part thereof conflicts with the rules and requirements of this Constitution, then such Secretary may strike such conflicting Governance from the acting Governance records of such circle. Any Secretary so striking Governance of a Circle must promptly communicate such action and the reasoning behind it to all Core Circle Members of such Circle.
A Secretary can strike any unconstitutional Governance from the records of its Circle or any Sub-Circle.
In the event a Circle evidences a pattern of behavior or outputs that conflict with the rules and processes defined in this Constitution, as determined according to the terms of this Section 3.6 (a “Process Breakdown”), then such Process Breakdown shall trigger the restorative process, special rules, and extended authorities defined in this Section 3.6 until such Process Breakdown is resolved as provided for herein.
When a Circle evidences a pattern of acting outside the rules of the Constitution, it is called a “Process Breakdown” and the following special rules apply until it is resolved:
A Process Breakdown shall be declared and the restorative process described in Section 3.6.3 shall be triggered in the event a Circle starts processing a Proposer’s agenda item in a Governance Meeting but fails to complete such processing and seems unlikely to do so with reasonable additional time and effort, in the reasonable judgment of the Facilitator of such process; or, if such Governance Meeting was specially-called by such Proposer specifically for such processing, then in the reasonable judgment of such Proposer or such Facilitator.
A Process Breakdown can be declared when the Circle gets stuck and fails to process an agenda item in a Governance Meeting.
The Facilitator of a Circle shall have the Accountability for auditing each Sub-Circle’s meetings and records, as further specified in APPENDIX A, except that if such Facilitator is also the Lead Link or Facilitator of such a Sub-Circle, then such Accountability with regard to such Sub-Circle shall instead be placed on the Rep Link of such Circle; or, if such Rep Link is also the Lead Link or Facilitator of such Sub-Circle, then on the Secretary of such Circle; or, if such Secretary is also the Lead Link or Facilitator of such Sub-Circle, then on the longest-term continuous Core Circle Member of such Circle who is not also the Lead Link or Facilitator of such Sub-Circle nor the Lead Link of such Circle (such Circle’s “Process Auditor”). The Process Auditor for a Circle shall have the authority to determine when such Circle evidences a Process Breakdown and thus to trigger the restorative process described in Section 3.6.3.
A Circle can be audited by its Super-Circle, and if a Process Breakdown is evidenced, the restorative process (Section 3.6.3) is triggered. The Role accountable for this auditing is the Super-Circle’s Facilitator, unless that person is also the Lead Link or Facilitator of the Circle. In that case, a default sequence of other roles is accountable for this auditing.
Once a Process Breakdown occurs within a Circle, the following shall occur until due process is restored, as reasonably assessed by such Circle’s Process Auditor: (i) the Process Auditor for such Circle shall gain the authority but not the requirement to take over and themselves fill the Role of Facilitator or Secretary of such Circle; and (ii) the Process Auditor for such Circle shall hold and energize a Project to seek restoration of due-process within such Circle; and (iii) extending the terms of Section 3.3, the Facilitator of such Circle shall gain the authority to judge the accuracy and validity of any arguments presented to validate Tensions or Objections.
The restorative process grants special authorities to resolve the situation: (i) the Process Auditor can take over the Facilitator or Secretary Role, (ii) the Process Auditor takes on a Project to restore due-process in the Circle, and (iii) the Facilitator gains the authority to judge the accuracy of any arguments supporting a Proposal or an Objection.
If a Process Breakdown in a Circle is not cured within a reasonable timeframe, as judged by the Process Auditor of such Circle’s Super-Circle, such failure to restore due process shall be considered a Process Breakdown of such Circle’s Super-Circle.
If a Process Breakdown in a Circle is not resolved by its Super-Circle, that’s then considered a Process Breakdown of the Super-Circle, thus escalating the breakdown further.
Any Process Breakdown identified and promptly resolved as provided for in this Section 3.6, or which reasonably would be so resolved in due course, shall not be considered a material breach of this Constitution.
The rules of Process Breakdown and actions taken under these rules are not considered a breach of this Constitution.
In addition to enacting all relevant responsibilities and authorities defined by Article I herein, the Circle Members of a Circle shall further synchronize and align their work to assist each other in expressing the Purpose and Accountabilities of all Roles of such Circle, and of such Circle itself, by enacting the further responsibilities, authorities, and processes specified in this Article IV (all such activities, including the enactment of those defined in Article I, constitute the “Operational Process” of such Circle).
Article IV covers the rules about Operational Processes – the ways Circle Members synchronize and align their work across Roles.
Circle Members of a Circle shall have the further duties specified in this Section 4.2, to the extent requested or otherwise triggered by fellow Circle Members acting on behalf of other Roles of such Circle.
All Circle Members have the following duties toward other Circle Members.
Circle Members of a Circle shall have the responsibility to provide general transparency to their fellow Circle Members around their processing and workflow with respect to their work for such Circle and its Roles, as follows:
Each Circle Member is expected to provide transparency to other Circle Members, upon request, by:
In addition to the processing duties required by Section 1.2, Circle Members of a Circle shall have the further duty to process messages and requests sent on behalf of other Roles of such Circle as follows:
Circle Members have the following duties to process requests from other Circle Members:
A Circle Member’s responsibility and authority under the terms of Section 1.2.5 for assessing where to deploy time, attention, and other resources available to such Circle Member shall be further constrained as follows:
A Circle Member’s responsibility and authority for assessing where to deploy their time, attention, and other resources (see Section 1.2.5) is constrained by the following prioritization rules:
The Lead Link and any Rep Links or Cross Links to a Circle may each invite other persons to engage such Circle’s Circle Members in the duties specified in this Section 4.2, to aid in the processing of specific Tensions affecting the source of such link, and such an invited person shall be treated as if a fellow Circle Member filling such link’s Role, but solely for the purpose of engaging such duties and solely for the duration of and with regards to processing such a specific Tension; provided, however, that for any such invitation to carry such authority, such link must also (a) sense such Tension on behalf of such link’s Role, and (b) remain engaged in such processing within such Circle. Any such invitation so extended may be withdrawn anytime by the link that extended such invitation.
To aid in representing entities linked to a Circle, a Lead Link, Rep Link, or Cross Link can temporarily invite someone else to process a Tension felt within the source of the link. The invitee can then lean on the duties defined in section 4.2 as if they were a Circle Member.
With regards to how a Partner expresses the Purpose or Accountabilities of a Role or fulfills their duties as a Circle Member, the complete set of expectations and constraints that a Partner may be reasonably expected to align with shall be those established by this Constitution or in the Governance resulting therefrom, and no other expectations or constraints shall carry any weight or authority. To the extent a Partner acts to honor such other expectations or constraints beyond what would otherwise be useful just to serve the Purpose or Accountabilities of such Partner’s Roles, then such Partner shall be deemed to be acting outside of the ordinary authority granted by filling a Role, but may nonetheless do so to the extent allowed by the further authority granted under Section 4.4.
No expectations or constraints other than those defined in this Constitution and in Governance carry any weight or authority on how someone expresses the Purpose and Accountabilities of their Roles.
The Secretary of a Circle shall regularly schedule and convene meetings, in alignment with the rules of this Section 4.3 and any relevant Policies of such Circle, specifically to further facilitate such Circle’s Operational Process (such Circle’s “Tactical Meetings”).
Tactical Meetings are scheduled regularly by the Secretary, and use the following rules:
The Tactical Meetings of a Circle shall be for (a) surfacing recurring data points, metrics, and verifications to increase visibility of such Circle’s Operational Process; (b) sharing progress updates about the work within such Circle; and (c) triaging Tensions sensed on behalf of the Roles of such Circle into Next-Actions, Projects, or other outcomes that would resolve or reduce such Tensions.
The goal of Tactical Meetings is to surface data, share progress updates, and triage tensions into Projects & Next-Actions.
All Core Circle Members of a Circle shall be entitled to fully participate in all Tactical Meetings of such Circle, as shall the acting Facilitator and Secretary of such Circle even if not Core Circle Members, and there shall be no minimum quorum requirement for such meetings; further, the links to such Circle may each invite up to one additional person at a time into a Tactical Meeting of such Circle to engage others on behalf of such a link under the terms and conditions of Section 4.2.4. No other persons may participate in the Tactical Meetings of a Circle unless otherwise allowed by Policy of such Circle.
All Core Circle Members can attend a Tactical Meeting, and each Link can invite one person to attend from the Circle they represent in order to aid processing a Tension of that Circle.
The Facilitator of such Circle shall preside over and facilitate such Circle’s regular Tactical Meetings in alignment with the process and rules defined in this Section 4.3, provided that such process and rules may be changed, removed, or extended through the Governance of such Circle. In the absence of any such Governance indicating otherwise, the Facilitator shall include distinct spaces for each of the intended foci of such meeting defined in Section 4.3.1, using the following further rules and processes:
Unless otherwise defined via Policy, the Facilitator facilitates Tactical Meetings according to the following steps:
In order to effect the intended functions of a Circle’s Tactical Meetings, for the duration of such a meeting, such Circle’s Lead Link shall be entitled to act within and exercise any authority of any Defined Role of such Circle to the extent a Partner duly holding such authority is not present at such meeting, and any decisions so made or actions so taken shall endure just as if made or taken by such a Partner. In the absence of such Lead Link from such meeting as well, any participant may cause Next-Actions or Projects to be captured for any Roles of such Circle held by an absent Circle Member, and any such outputs so captured shall be treated as requests made pursuant to Section 4.2.2(b) hereof.
When a Circle Member is absent from a Tactical Meeting, the Lead Link can act in their roles with full authority, and can accept Project and Next-Actions on their behalf. If the Lead Link is absent too, any participant can request Projects and Next-Actions from absent members, and the Secretary captures them as requests.
Even beyond the authority granted by Section 1.4 to execute Next-Actions, a Partner of the Organization shall have the further authority to execute any Next-Actions such Partner reasonably believes necessary or desirable for the expression of the Purpose or enactment of an Accountability of any Role within the Organization, to the extent such a Role would itself have such authority under the terms of Section 1.4; provided that, in the reasonable judgment of such Partner, (a) taking such action would resolve one or more Tensions for the Organization, or prevent the creation of new Tensions, that in total are more significant than any new Tensions taking such action would likely create, and (b) the potential value of taking such action would significantly diminish if delayed long enough to request any permissions normally required under the terms of Section 1.4, if any, to exert control or impact a Domain beyond which such Partner is otherwise authorized to so control or impact under the terms of Section 1.3 or 2.1.3, and (c) taking such action would not cause, commit to, or allow the expenditure or disposition of the Organization’s resources or other assets beyond those such Partner otherwise holds the authority to so cause or commit to (taking action authorized under the additional authority of this Section 4.4 being taking “Individual Action”).
All Partners can act outside of their roles (“Individual Action”) as long as:
Upon taking Individual Action, a Partner so acting shall (a) communicate such Individual Action, including its intent and outcomes, to any other Partner filling a Role that such Individual Action was intended to energize or that controls a Domain materially impacted by such Individual Action, and (b) upon request of such other Partner, take additional actions as reasonably requested to assist in resolving any Tensions created specifically by such Individual Action, and (c) upon request of such other Partner or of the Lead Link of any Circle containing such a Domain, refrain from further taking Individual Action that energizes such Role or impacts such Domain.
After taking Individual Action, a Partner should tell any impacted Role about it, and, on their request, take on actions to resolve any Tension created by the Individual Action or refrain from taking this Individual Action again in the future.
To the extent a Partner takes Individual Action shown to be an instance of expressing a recurring activity or ongoing function for a Circle, and such activity or function is not already explicitly called for by an Accountability or Purpose of a Role within such Circle, excluding its Lead Link Role, then such Partner shall either (a) craft and pursue the enactment of a Proposal to encode such activity or function into such Circle’s explicit Governance, or (b) take other steps to remove such pattern of activity happening outside of its explicitly-defined Governance.
If an Individual Action becomes recurrent and isn’t already called for in the explicit Governance, the Partner should bring a Proposal to a Governance Meeting to encode it in the Governance, or should otherwise find a way to stop performing the Individual Action.
In the absence of an explicit prioritization judgment to the contrary made under Section 2.2.2, a Partner taking Individual Action shall consider enacting the corollary requirements defined in this Section 4.4 a higher priority than enacting any of such Partner’s regular activities or taking further Individual Action. Failure of a Partner to abide by such requirements or prioritization shall suspend such Partner’s authority to take further Individual Action on behalf of any Role controlling a Domain impacted by such action, until such Partner is again aligned with such requirements.
When a Partner takes Individual Action, the corollary duties defined in this section 4.4 become a higher priority than any other regular activity. Failure to perform these duties suspends the Partner’s authority to take further Individual Action.
Upon adopting this Constitution, the Ratifiers endow the rules and processes described herein, and any due-results therefrom, with the full weight and authority of the Ratifiers’ office and station, to the full extent allowed by any legal governing constructs of the Organization or similar foundational constraints acting upon the Organization or the Ratifiers.
When adopting this Constitution, the Ratifiers cede their full authority into the Constitution.
Upon adopting this Constitution, the Ratifiers waive and release any authority they may otherwise have to control the Organization outside of the terms of this Constitution, or to supersede any authority, autonomy, or other Governance granted by this Constitution or by the due process described herein; provided, however, that (a) the Ratifiers shall retain the limited ongoing authority to amend or repeal this Constitution as described in Section 5.1.2, and (b) any authorities explicitly required by any legal governing constructs of the Organization or similar foundational constraints shall be retained as explicitly documented therein, but only to the extent that such requirements could not reasonably be met by defining and enacting appropriate Governance through the due-process defined in this Constitution.
The Ratifiers give up their authority to operate outside of the rules of the Constitution, except for the authority to amend or repeal this Constitution and any authorities required by the organization’s legal structure.
The Ratifiers may amend this Constitution in any way they see fit, or remove or replace this Constitution entirely, using whatever authority or due process they used to cause the adoption of this Constitution, unless otherwise specified or delegated as part of such adoption or in the legal governing constructs of the Organization. Beyond the limited authority to amend or repeal this Constitution, the Ratifiers shall not have the authority to violate the terms of this Constitution or the Governance resulting therefrom without first changing or repealing this Constitution accordingly to allow such action.
The Ratifiers can amend or repeal this Constitution, but cannot violate the rules of the Constitution as long as they haven’t officially amended or repealed it.
The Ratifiers shall make a copy of this Constitution, as amended to date, readily available for review by any Partner of the Organization.
All Partners in the organization are entitled to have access to the Constitution.
Upon adopting this Constitution, the Organization shall be deemed to have a single Circle that (a) has as its Purpose the Purpose of the overall Organization, as identified per the terms of Section 5.2.4, and (b) has as its Domain any and all Domains the Organization itself duly controls, and (c) holds a single Accountability for expressing the Purpose of the Organization (the Organization’s “Anchor Circle”).
The Anchor Circle is the broadest Circle of the Organization, which ultimately holds everything the Organization does until differentiated into Roles or Sub-Circles. The Anchor Circle’s Purpose is the overall Organization’s Purpose, its Domain encompasses all the Domains controlled by the Organization, and it is accountable for expressing the Organization’s Purpose.
There shall be no Super-Circle of the Anchor Circle, and no Rep Link elected from the Anchor Circle.
There is no Super-Circle to the Anchor Circle, and therefore no Rep Link.
Commensurate with adopting this Constitution, the Ratifiers shall either (a) appoint a Lead Link of the Anchor Circle, or (b) leave the Anchor Circle without a Lead Link and instead authorize one or more Cross Links to the Anchor Circle, per the terms of Section 2.7, in which case the Ratifiers shall further clarify the Linked Entity each Cross Link represents, a Cross Link Role to enact such representation, and any further constraints on such Roles or process to fill such Roles.
The Ratifiers either (a) appoint a Lead Link of the Anchor Circle, or (b) leave it without a Lead Link, and instead have several Cross-Links representing stakeholders (like a board).
To the extent the Anchor Circle has no Lead Link, then, solely within the Anchor Circle, (a) Section 2.1.3 shall not apply, and thus no Role shall have the authority to impact any Domain of the Anchor Circle except to the extent delegated to such a Role or authorized by Policy, however (b) all authority which would otherwise vest in the Lead Link of the Anchor Circle, including the authority to impact any such Domain, may instead be exercised by any Core Circle Member of the Anchor Circle putting forth a Proposal to enact a specific decision using such authority, either within a Governance Meeting of the Anchor Circle or outside of such a meeting under the terms of Section 3.4, and such Proposal shall be processed as if a Governance change for the Anchor Circle, using the rules, processes, and required thresholds for such changes defined in Article III. Any such Proposal so processed and adopted shall be considered an operational decision made with due authority of the Lead Link Role, and shall be recorded as such by the Anchor Circle’s Secretary.
If there is no Lead Link, then no one can impact the Circle’s Domains nor exercise any Lead Link authority except by making a Proposal to do so, and that Proposal must be processed with Integrative Decision-Making. If there is a Lead Link, then the Anchor Circle behaves just like any other and this doesn’t apply.
The Lead Link of the Anchor Circle shall be deemed to hold (a) an Accountability for discovering and clarifying the deepest creative potential the Organization is best-suited to sustainably express in the world, given all of the constraints operating upon it and everything available for its use in such expression, including its history, current capacities, available resources, Partners, character, culture, business structure, brand, market awareness, and all other relevant resources or factors; and (b) the authority to define the result of such discovery and clarification as the Organization’s Purpose and thus the Anchor Circle’s Purpose, and to modify such definition from time to time. If the Anchor Circle has no Lead Link, as allowed by Section 5.2.2, then the Accountability described in this Section 5.2.4 shall instead reside on each Cross Link Role within the Anchor Circle, while the related authority shall vest with the alternate process defined in Section 5.2.3.
The Anchor Circle is accountable for defining the overall organization’s Purpose, and evolving it over time.
The Anchor Circle shall be deemed to control, as a Domain of the Anchor Circle, all Partner appointments of the Organization and all details surrounding the relationship between such Partners and the Organization, to the full extent the Ratifiers so controlled such Domain prior to the adoption of this Constitution. The Anchor Circle may further delegate control of such Domain as otherwise allowed herein.
Unless explicitly delegated, the Anchor Circle holds a Domain over all matters around the relationships of the Partners with the Organization.
The Lead Link of the Anchor Circle shall have the authority to specify a name for the Anchor Circle, to further specify the Anchor Circle’s Purpose and Domains within the general characterizations given in this Section 5.2, and to add further Accountabilities to the Anchor Circle or amend any so added. Unless an alternate process is specified by the Ratifiers upon adopting this Constitution, the Lead Link of the Anchor Circle shall hold the further authority to modify the selection and appointment of links to the Anchor Circle made pursuant to Section 5.2.2 hereof.
The Anchor Circle has the authority to update its own Purpose or clarify its own Domain and Accountabilities, as well as to specify or modify the links to the Anchor Circle.
To the extent the Organization was already engaged in ongoing operations upon the adoption of this Constitution, the transitional rules of this Section 5.3 shall apply until all such operations are brought into alignment with the rules and processes of this Constitution.
While shifting from the old way the organization operated to the rules of this Constitution, the following transitional rules apply:
Before a Circle is bound by the rules of this Constitution, under the exemption allowed by Section 5.3.2, the Lead Link of either such Circle or the Anchor Circle may define initially-acting Governance for such Circle, outside of the usual processes and authorities otherwise required by this Constitution, as well as any initial Role assignments for such Circle, and any so defined shall become effective upon such Circle’s first Governance Meeting.
When the Constitution is initially adopted, or before a Circle holds its first governance meeting, a Circle’s Lead Link or the Anchor Circle can define initial Governance for the Circle to start from.
To the extent that (a) a Circle has not yet held any Governance Meetings under the terms of this Constitution, and (b) the Purpose of such Circle was already being enacted by the Organization before such Circle was explicitly defined, and (c) no other Circle has previously enacted valid Governance, in a Governance Meeting held under the terms of this Constitution, for the sake of expressing such Circle’s Purpose or controlling such Circle’s Domains; then, until such Circle holds its first Governance Meeting, (i) the work of such Circle may continue to be governed, managed, and enacted under whatever process or due-authority was in effect before the adoption of this Constitution, and (ii) all rules, requirements, duties, and due process required by this Constitution shall be suspended and deferred, solely within such Circle, while any such constraints effective before the adoption of this Constitution shall instead continue in full force and effect; all provided, however, that any Partners or other agents of the Organization energizing the work of such Circle shall nonetheless be subject to the duties and constraints of this Constitution to the extent such work impacts a Domain governed by a Circle duly operating under the ordinary terms of this Constitution.
Until a Circle runs its first Governance Meeting, it can run as it used to before the organization adopted the Constitution, with whatever authority structure existed at that time.
Appendix A can be found in the PDF document of the Constitution. It contains the Definition of Core Roles and the Constitution Adoption Declaration
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