# Governance, benefits and continuity, annotated drafting template

**DRAFT / NOT EXECUTED · NONBINDING · version 0.1**

Original proposed clauses for adaptation, not legally sufficient bylaws, trust terms, tax advice, signatures, or a payment authorization.

## Required cover record

| Field | Required entry |
| --- | --- |
| Version and sources | [REQUIRED: local/upstream revision, source IDs, access dates and decision minutes] |
| Jurisdiction | [REQUIRED: applicable corporate, cooperative, labor, tax, charity and payment rules] |
| Authority | [REQUIRED: appointment/delegation evidence for every decision body] |
| Rights | [REQUIRED: protected groups, applicable rights floor and restricted evidence references] |
| Appeal | [REQUIRED: independently appointed reviewer, budget, accessible route and deadlines] |
| Exit | [REQUIRED: succession, liabilities, restricted funds, records and wind-down owner] |
| Approvals | **not-reviewed**, [REQUIRED: named competent reviewers, evidence, conditions, dates and expiry] |

## 1. Governance decision matrix

**Proposed clause.** Adopt locally valid decision rules, entering numbers, selection processes and competence requirements before operation.

| Body/function | Decision authority | Anti-capture control | Required local rules |
| --- | --- | --- | --- |
| Member chamber | Membership policy, service priorities, budget and operator appointment | Equal member voting; no donor/data/purchase-weighted votes; recall | [REQUIRED: eligibility, quorum, terms, capital and lawful subsidies] |
| Supplier chamber/voice | Service feasibility and contributor working-condition advice | No access to rival bids; recusal from own awards and complaints | [REQUIRED: selection, scope and conflicts] |
| Affected-nonmember council | Initiate rights reviews and recommend public-benefit priorities | Funded participation; representation of refusers and underserved groups | [REQUIRED: selection authority, review triggers and response duties] |
| Independent commons stewards | Restricted-fund allocations and rights-floor oversight | No buyer/operator majority; protected publication and suspension power | [REQUIRED: eligibility, appointment and removal for cause] |
| Professional operator | Approved daily administration and service delivery | Spending caps; segregated permissions; replaceable contract | [REQUIRED: staffing, service levels and insurance assessment] |
| Independent assurance/appeal | Audit, complaint review and findings | Protected budget; no operator control of findings or own-case adjudication | [REQUIRED: independence test, powers and external escalation] |

Protected-rule amendments require [REQUIRED: member approval threshold] plus [REQUIRED: independent steward approval]. No vote may waive third-party rights or amend past open licenses. Publish conflicts, recusals, minutes and dissent summaries without exposing protected records.

**Annotation:** Membership capital, minimum shares and member liabilities depend on legal form. Disclose amount, repayment constraints, insolvency exposure and lawful subsidies explicitly. No mandatory sale of personal information or hidden pay-to-vote requirement may fund participation.

## 2. Rights floor and competitive information

**Proposed clause.** Already open knowledge shall remain open; no retrospective royalty is levied for public-domain or already licensed use. Keep paid services, authorized new permissions and voluntary commons covenants separate. Open education safeguards include teacher/student rights and minors; cultural heritage requires community protocols and distinguishes custody from rights; journalism requires editorial independence and source protection.

Procurement and contributor negotiations must use scoped [mandates](bargaining-mandate.md). Counsel shall approve any price coordination or sensitive information exchange for the specific jurisdiction and facts; there is no universal-cartel authority. Members and suppliers do not see one another's live bids by virtue of governance participation.

## 3. Budget, earmarked accounts and allocation evidence

**Proposed clause.** Before collecting money, approve currency, account holder, beneficial entitlements, lawful regulatory status and safeguarding arrangements. Separate restricted funds in appropriately earmarked accounts or safeguarded subaccounts, with distinct ledgers and purpose controls. Counsel determines when bank-account segregation is legally required; bookkeeping alone is not asserted to protect funds from insolvency.

| Ledger | Permitted use | Evidence and required amount/formula |
| --- | --- | --- |
| Member procurement | Authorized service invoices/refunds | [REQUIRED: budget, commitments, reconciliation] |
| Contributor receipts | Verified contractual entitlements, never fabricated royalties | [REQUIRED: rights chain, contract, deductions and dispute hold] |
| Commons maintenance | Public-benefit work under funding terms | [REQUIRED: criteria, steward decision, milestones and beneficiary evidence] |
| Operator costs | Approved wages, accessibility, compliance and overhead | [REQUIRED: caps, invoices and conflict checks] |
| Complaints and remedy reserve | Independent assistance, investigation and redress | [REQUIRED: funded amount, replenishment trigger and access rules] |
| Continuity/exit reserve | Export, transition, record custody and wind-down | [REQUIRED: scenario cost, minimum balance and replenishment] |

Specify gross inflows [REQUIRED], taxes/withholding [REQUIRED], refunds and liabilities [REQUIRED], and the resulting allocable base [REQUIRED]. Allocate that base through explicit amounts or percentages [REQUIRED]; allocations must reconcile exactly, without counting reserves as both expense and distributable surplus. Separate restricted grants from unrestricted receipts and one-time grants from recurring income.

**Annotation:** No charity status, tax deduction, insurance coverage, fiduciary shield or client-money license is presumed. Use appropriately regulated payment services where required; prohibit informal money custody by founders. Record provider fees, failures, chargebacks and dispute holds.

## 4. Benefits without capture

**Proposed clause.** Approve allocation criteria before seeing identifiable recipients or buyer demands. Assess need, maintenance labor, verified entitlement, accessibility and public benefit; do not equate contribution volume with social value. Report member/nonmember benefit distribution, linguistic/geographic gaps and conflicts. Independent reviewers inspect private entitlement evidence without public disclosure.

Prohibit benefits conditioned on surrendering protected rights, favorable reporting, grades, sensitive-data release, or exclusive control of open works. Suppliers may challenge decisions through independent review but cannot purchase priority. Any targeted public-benefit subsidy must identify payer, duration, conditions, evaluation and exit obligations.

## 5. Open methods, private records and source versioning

**Proposed clause.** Publish methods, aggregate accounts, allocation policies, protocol versions, evaluation results and redacted complaint statistics. Protect private records: identities, source material, student data, sacred knowledge, raw mandates, live bids and security details. Use role-based access, minimum retention, breach response and protected audit access.

For each policy record upstream/local version, source ID, exact source URL, access/review date, bounded claim and limitation [REQUIRED]. Identify the custodian of confidential evidence and a safe public summary. Re-review on legal change, purpose change, supplier change, security incident or challenged authority.

## 6. Funded complaint and appeal procedure

**Proposed clause.** Any member, supplier or affected nonmember may raise a complaint using [REQUIRED: accessible online/offline channels]. Acknowledge within [REQUIRED], triage urgent harm within [REQUIRED], and issue a reasoned decision within [REQUIRED], with documented extensions. Fund interpretation, accessibility and reasonable assistance from the reserve; no filing fee shall block a rights complaint.

Provide independent appeal to [REQUIRED: body/person with conflict-screened appointment] within [REQUIRED: period]. Protect against retaliation; allow confidential reporting with fair process for affected parties. Immediate stop authority rests with [REQUIRED: independent office]. Preserve access to regulators, courts and other lawful remedies; this template creates no mandatory waiver.

## 7. Exit, succession and wind-down

**Proposed clause.** Member exit follows the mandate's effective-time rule; accrued liabilities and valid continuing contracts are disclosed rather than erased. Nonexclusive mandates may transfer only with verified scope, recipient capacity and required permission. Exit does not revoke CC licenses or authorize deletion of records that must lawfully be retained.

Operator succession shall use [REQUIRED: trigger, fair selection, transition budget, custody chain and service-continuity period]. A departing operator may not withhold member export to obtain unrelated concessions. Transfers exclude unnecessary third-party records. Recheck counterparties' duties and affected persons' rights.

On insolvency or wind-down, follow applicable priority rules and funding restrictions: inventory assets/liabilities, stop new commitments, notify affected parties, settle lawful obligations, return eligible balances and appoint a record custodian. Do not distribute restricted commons funds to founders. Preserve public access to open outputs through [REQUIRED: existing repository/host and maintenance funding].

## 8. Approval and evidence checklist

- [ ] Jurisdiction/legal form/member liabilities: **not-reviewed**; evidence [REQUIRED].
- [ ] Competition and rights authority: **not-reviewed**; evidence [REQUIRED].
- [ ] Privacy, community authority and safeguarding: **not-reviewed**; evidence [REQUIRED].
- [ ] Governance, accessibility and conflicts: **not-reviewed**; evidence [REQUIRED].
- [ ] Payment/tax/account segregation: **not-reviewed**; evidence [REQUIRED].
- [ ] Independent assurance, funded appeal and exit: **not-reviewed**; evidence [REQUIRED].
- [ ] Budget reconciles; source versions and re-review dates recorded; unresolved items prohibit affected activity.

Use with the [charter](collective-charter.md) and [90-day/180-day pilot gates](pilot-and-evaluation.md). Original template: CC BY 4.0; see [README](README.md).