A module specification, drafted for review: the machinery by which this cooperative's bodies act, and by which a minute becomes a projection of acts rather than an account of a room. It reads a governance model supplied by the steward, which is a drawing and carries no authority, and it states what a specification would have to decide before anything is built. Every unresolved question in the model is carried forward as an unresolved question here, classified rather than answered. Nothing in this document is adopted, and the bed it proposes has not been entered in the ledger.
This module would give the cooperative's own governance a body in the record: the modes a body is in, the instruments it may reach, the acts it may take, and the minute those acts project into. It follows the intake route the commons already has, the one PATRONAGE, TREASURY, AGY, and STANDING each took: a module document, a board adoption, and a graft into the ledger.2 This document is the first of those three and none of the others.
The posture is unchanged and load-bearing here in a way it is not everywhere else. Nou drafts; people decide. A module that describes how a board acts must never be a module by which a board acts, and §11 states that as a schema fact rather than a promise.
The scaffolding is governance-model-v4, supplied by the steward from the formation drive on 2026-08-14 and marked on its own face as drafted outside the agency rail.1 Outside the rail means it carries no Direction and no recorded authority: it is a drawing of a design, and this document treats it as one. Nothing in it is adopted, and reading it carefully does not adopt it.
When this module was drafted, the model file was not in this repository, and every figure here that exceeded the estate's own reading was reported as a count from the issue and marked unverifiable. That gap is closed. The steward supplied governance-model-v4 on 2026-08-17, and it is now committed at /commons/governance/model-v4/, byte for byte as received, so that a later reader can check this document against its own source.8 The counts reported from the issue were right: the model carries twenty-two acts, twenty-four event kinds, eleven invariants, and twelve anchors, and it also carries two modes with three transitions, seven instruments across four hands, five seats, and an eight-state motion lifecycle with ten edges. All of those were counted from the file's own declarations rather than from its prose.
What the reading held was a subset, and in three places it was a subset that had drifted. The estate's rendering carried seventeen of the twenty-two acts, five of the eleven invariants, and six anchors of which only four are anchors the model actually ships.3 Sections 5, 8 and 10 now carry the model's full set, and the places where the reading and the source disagree are stated in each section rather than quietly corrected. The module remains a draft. Verifying a count is not adopting a design, and GOV-D2 through GOV-D8 stay staged; GOV-D1 is discharged by the act of supply and is marked so in §12.
A body is in one of two conditions and spends almost all of its life in the first. Between the meetings, the legal state is set and no act moves an instrument. In session, the legal state is open, but only for what the body meeting actually holds. Three edges join them: convene, adjourn, and the compound one where the body adopts the minutes of the meeting just closed and stands down.3
The shape worth preserving is that each mode carries an explicit list of what it refuses, and a refusal names whose hand the act belongs to rather than simply failing. A member of this cooperative who is told no should learn from the refusal who could say yes. That is a specification requirement, not a copy preference, and it is why §5 renders the matrix as acts against seats rather than as a permission list.
| edge | from | to | what it requires |
|---|---|---|---|
| convene | between the meetings | in session | Quorum standing at the moment it is asked for, counted from attendance, never stored (Bylaws § 3.13) |
| adjourn | in session | between the meetings | No open ballot. A body may not adjourn out from under a question it has put |
| adopt and stand down | in session | between the meetings | A human act on a drafted minute. The Bylaws supply this moment for membership meetings (§ 2.10) and not for board meetings, which is the gap §9 carries |
Against the source: the third edge is a loop, not a return. The model declares three transitions and the first two match this table exactly. The third does not: it runs from between the meetings back to between the meetings, and both acts it is built from, adopting the minutes and standing the body down, are declared as between-the-meetings acts whose precondition is that the meeting has already adjourned.8 Adjourning is what returns the body; adopting and standing down happen after it is back. The row above reads as though the minute were adopted from inside the session, and the correction matters to the schema, because it decides whether an adoption event can carry a meeting that is still open.
The model's central discipline is that every instrument is held by exactly one hand, and a body reaches only its own. The estate already renders this state, instrument by instrument, with the mark each carries today.3 This module does not restate that table; it cites it, and it adds the one observation the specification needs: every instrument in the members' hand is presently unreachable, because no member has been admitted. A governance module that can only describe a working cooperative cannot describe this one in the year it is being formed, and §9 makes that the first of the four disagreements.
One derived case is worth naming here because it constrains the schema. The quorum rule is reached by nothing directly: it moves when the Bylaws move, and it is counted from who is present each time it is asked for. So quorum is a tally and never a column, in the same way and for the same reason that the substrate stores no balance.4
The matrix below was built from the two modes as the estate rendered them, and seventeen acts were recoverable that way.3 The model carries twenty-two, which the source now confirms.8 The seventeen stand as drafted, because they are this module's reading of what each act is for; the five the reading did not carry are added in a second table, and the four places where the model's own declaration disagrees with a row above it are stated after both, not merged into them.
| act | mode | seat | the refusal it carries |
|---|---|---|---|
| mark presence | between | any director or member of the body | Presence is not a vote and confers nothing |
| set the order of business | between | the presiding officer | Refused in session; a body in session changes its order by motion |
| notice a motion | between | any director or member of the body | Noticing is not moving; nothing is before the body until it is moved |
| record an interim act | between | a delegation holder | Refused in session, where a body acts by motion. Refused entirely where no delegation exists, which is the state today |
| adopt the minutes just closed | between | the body, by human act | Never automatic; a projection does not adopt itself |
| convene | between | those the Bylaws let call the meeting | Refused without quorum standing at the moment it is asked |
| move | in session | a member of the body | Refused between the meetings |
| second | in session | a member of the body other than the mover | Refused between the meetings |
| amend | in session | a member of the body | Refused once the question is put |
| withdraw | in session | the mover | A settlement, not an erasure; the motion that stood is still there |
| call the question | in session | a member of the body | Refused between the meetings |
| put the question | in session | the presiding officer | Refused where the motion is unseconded or already settled |
| cast | in session | each member of the body, once | Refused twice on one question; refused by anyone not seated in this body |
| settle | in session | the presiding officer, on the tally | Refused before every entitled cast is in or declined |
| point of order | in session | any member of the body | Interrupts, decides nothing |
| table | in session | the body | A settlement, not an erasure |
| adjourn | in session | the body | Refused over an open ballot |
The five below complete the twenty-two. Each is given as the model declares it, with the seats and the mode taken from the file rather than inferred.8
| act | mode | seat | the refusal it carries |
|---|---|---|---|
| mark another member present | both | the secretary | Any other seat attempting it. The roll is the secretary's hand, and the record names who did the marking, not only who was marked |
| set which body meets next | between | the chair or the secretary | Switching bodies mid-session. Setting the body decides which instruments the coming meeting can reach, visibly, before anyone convenes |
| open discussion | in session | the chair | Opening discussion on an amendment, which goes straight to its ballot |
| stand the body down | between | the chair | Standing down mid-session. Its precondition is that the meeting has adjourned |
| read everything | both | every seat, including an observer | None. Reading is not an act and writes nothing; an observer holds no act, and every refusal they meet is the seat's rather than the surface's |
Four rows in the first table say something the model does not, and the difference in each case is about whose hand holds the act. They are left standing and stated here, because which of the two is right is a bylaws question and not a drafting one.
1. Three acts the module gives to the body, the model gives to one seat. Adopt the minutes is the secretary's alone in the model, not the body's by human act; table and adjourn are the chair's alone, not the body's. The module's phrasing is the more conservative reading of the Bylaws and the model's is the more mechanical one, and the two cannot both be built. This bites GOV-D6 directly, since secretary is an office the Bylaws create and chair is not.
2. Convene is the chair's, by name. The module says those the Bylaws let call the meeting. The model says the chair and refuses any other seat. The Bylaws are the authority here and the model is a drawing, so the row above is not corrected, but a specification cannot carry both.
3. Two acts the module puts between the meetings are unrestricted in the model. Marking your own presence and noticing a motion are declared in both modes in the model; the table above places them between the meetings. The model's reading is the plausible one, since a member arriving late marks presence in session, and it is stated here rather than silently applied.
4. Amend refuses one thing, not the other. The module gives the refusal as once the question is put; the model's declared refusal is a second amendment while one stands, with the one-at-a-time rule carried as an invariant. Both are probably true and only one is written down in each place.
Two refusals belong to neither mode and to every act: a body may not switch which body is meeting, and a body may not reach an instrument the other body holds. Both are structural, and §8 asks that both become checks rather than sentences.
Noticed, moved, seconded, discussion, ballot, settled, with withdrawn and tabled as branches that settle rather than erase.1 The discipline is the one the estate already applies to contributions and to the event log: a correction is a further act citing the earlier one, never a mutation of it.4 The substrate enforces that today for events, and the invariant suite proves it by attempting an update and a delete and requiring both to be refused.5
Discussion is a state, not a content. It has a beginning and an end and nothing inside it. That is the whole of §8's first invariant, and it is why a recording has nowhere to be filed: not a rule against transcripts, an absence of any place to put one.
The substrate is closer than it looks and further than it sounds. events, agreements, gatherings, sessions, and attendance all exist and are applied. No motion, ballot, quorum, or minute vocabulary exists anywhere in the migration chain, in this repository's substrate or in its later migrations; that was checked rather than assumed.4 6 So this is new construction landing on tables that exist, not a retrofit.
Three facts about those tables shape the specification more than any preference could:
Event kinds are free text. The kind column is text not null with examples in its comment, not an enum. A governance vocabulary costs no schema change to introduce, which means the vocabulary is a documentation and validation decision rather than a migration decision, and it can go wrong quietly. GOV-D3 asks for the register that prevents that.
Corrections already have a home. corrects uuid references events(id) is in the applied substrate, and prior jsonb holds the prior value where a governed record changed. The no-delete discipline the model asks for is not a thing to build; it is a thing to use.
Attendance is not attached to a meeting. attendance references sessions, which references gatherings, and its comment cites the members' meeting provision. A board meeting is not a gathering in the sense that table means, so quorum cannot be tallied from it without a decision about whether a board meeting becomes a gathering row, gets its own object, or is carried as events alone. That is GOV-D4, and it is the one schema question in the set.
What a minute is, in this shape, follows: not a row, but a read over the events of one meeting, rendered in order, which stays a draft until an adoption event concerning it stands in the record. Whether that adoption is an agreement.adopted shaped event or wants its own kind is part of GOV-D3 and is deliberately not settled here.
An invariant that is only prose is unaudited. The model holds eleven, which the source confirms, and the estate's reading carried five of them.8 The five are stated first, as impossibilities with what it would take to make each mechanical. The six the reading did not carry follow, in the model's own terms and without a proposed check, because proposing one is specification work this module has not done for them.
| invariant | what it makes impossible | how it is checked |
|---|---|---|
| acts, not utterances | A minute that reports what someone said | A schema absence: no event kind and no column carries speech. Checkable as an assertion that none exists, which is the strongest form, since it fails the moment someone adds one |
| human adoption | A record that certifies itself | An adoption event whose actor is a person, asserted by a probe that attempts an adoption with no human actor and requires refusal |
| no delete | An act whose effect is an absence | Already proven for events by the applied append-only trigger and the invariant suite; extends to the governance kinds for free |
| assembled only | A quiet change to the instruments between meetings | A probe attempting to move an instrument from the between mode and requiring refusal. Contradicted in one live case: see §9 |
| quorum is a tally | A stored quorum drifting from who is in the room | A column scan asserting no stored quorum, in the shape the no-stored-balance assertion already takes5 |
The other six, as the model states them:8
| invariant | what it makes impossible |
|---|---|
| one member, one standing cast | Accumulating votes by casting repeatedly. A further cast supersedes the previous one rather than adding to it |
| the tally equals the sum of casts | Writing a settlement whose numbers do not add up. The count is derived from the casts, never stored beside them |
| a body reaches only its own instruments | A members' meeting adopting board policy, or the reverse. Every instrument names the body that may move it |
| privacy holds substance, never the fact | An act that leaves no trace because it was sensitive. The fact, the authority, and the hour stay legible |
| no ballot without the chair's hand and quorum | A vote that opened itself. The floor may call the question; only the chair puts it |
| one question at a time | Two open votes competing for the same shares. A held amendment ballots before its main motion |
Against the source: two of these are already checks by another name. A body reaches only its own instruments and the switch-of-body refusal are the two structural refusals §5 closes on, so this section asked for them before it knew they were invariants. One member, one standing cast and the tally equals the sum of casts are the same discipline the no-stored-balance assertion already enforces on the treasury side, pointed at ballots; and human adoption in the table above is stated by the model as the secretary's act specifically, not as a person's generically, which is the §5 disagreement arriving here from a second direction.
These are the specification's real work. Each is specific, each is checkable, and none of them is resolved by drafting harder.
1. The model cannot draw a cooperative with no members. The Articles, the Bylaws, and the Membership Agreement all sit in the members' hand, and nobody has been admitted. Every act in that hand is unreachable, so the model as drawn describes a cooperative this one is not yet. The module must be able to render the actual state: zero members, six directors, one vacant seat, the Bylaws in effect on the board's adoption of August 14, 2026, the Membership Agreement authorized and unsigned, and Schedule A unexecuted.3 Board-only-first, with the members' half specified and unwired, is the honest scope, and it is GOV-D2.
2. Assembled-only refuses every act this cooperative executes rather than votes. The board's adoption put the Bylaws in effect, but signatures still carry real acts: the Secretary signs Schedule A, and a member is bound to the Membership Agreement only by signing it. A signature is not an assembled-body act. The model gestures at this as a filing problem, an obligation that outlives the meeting, but the difficulty is upstream of filing: the record has no notion of execution or attestation distinct from adoption, and it needs one before it can describe anything this cooperative does this year.3 GOV-D5.
3. Seats and offices are different sets. The model's hands are members, board, steward, and derived. The Bylaws create a President, a Secretary, and a Treasurer, each with duties attached to particular instruments, and the Secretary's signature is load-bearing. Steward is not an office in the Bylaws at all; it is a delegation holder. Which vocabulary an act cites is undecided, and an act that cites the wrong one is unenforceable against the instrument that actually assigns the duty. GOV-D6.
4. The threshold question is already live one level up. The model asks whether a majority means a majority of those present or of the casts actually made. The estate has the board-side version of exactly this open in the corrections log: the Bylaws say a simple majority of all Directors, and whether that counts against the authorised number or against those in office is latent at six directors and live at five.7 The module should not invent an answer. It should make the question a first-class object, which is what the anchors in §10 already are.
The model ships its own unanswered questions, classified by how unanswered they are, and that is the property that makes it adoptable in pieces. Carried here with the same standing the corrections log has: an open reading is a record, not a defect to be tidied away. The model ships twelve, which the source confirms, in three classes: seven open questions, four not yet specified, and one absent.8 The six below were carried from the estate's reading, and reading them against the source produced the sharpest correction in this document: they are not six of the model's twelve. Four of them are, under other names. Seats are not offices is not an anchor in the model at all; it is this module's own observation, promoted to the register by the reading, and it belongs to §9 rather than here. Execution has no shape is broader than the model's nearest anchor, which asks only how an obligation that outlives the meeting, such as a filing with the State, can be represented. Both are kept, marked as this module's, and eight anchors the reading did not carry are added after them.
| anchor | class | the acts it bites |
|---|---|---|
| Execution has no shape | absent | Everything the cooperative executes rather than votes: Schedule A, and a member signing the Membership Agreement. Named in §9 as the second disagreement and staged as GOV-D5 |
| Seats are not offices | open question | Every act that cites a duty the Bylaws assign to an office. GOV-D6 |
| Which majority, of what | open question | Every settle. Live at five directors. Held open in the corrections log, not by this module7 |
| Nobody can answer an interim act | absent | Every act recorded under a delegation. The ledger would be readable and not answerable |
| There are no grades of audience | open question | Every visibility decision. Bylaws § 18.1 makes this the board's call and not the drafter's. GOV-D7 |
| Presence is required to vote | not yet specified | Every cast by a member who cannot attend. A large silence for a cooperative that intends to be distributed. The model's proxy and absentee voting |
The eight the reading did not carry, with the model's classes:8
| anchor | class | the acts it bites |
|---|---|---|
| The previous-question machinery | open question | Calling the question. Whether it is a signal to the chair or itself a votable motion, and at what threshold |
| Amendment depth | open question | Amending. One at a time is modelled; whether an amendment to an amendment is permitted, and how deep, is not decided |
| Whether tabled business returns | open question | Tabling. It settles here; whether it should instead suspend and return at the next meeting is a real fork |
| Discussion on an amendment | open question | Opening discussion, and amending. An amendment goes from seconded straight to its ballot |
| The act that is not finished by a vote | open question | The Articles. A filing with the State outlives the meeting and has no representation. The narrower half of §9's second disagreement |
| The chair's ruling on a point of order | not yet specified | Rising to a point of order. The rising is recorded; the ruling that answers it, and any appeal, are not |
| Directing another body | not yet specified | The counting rule. A resolution that binds a body to act rather than acting for it does not exist in the model |
| Notice periods | not yet specified | Noticing a motion. No interval is modelled between notice and moving, and most bylaws require one |
R1 · No path by which an agent moves an instrument. Not this module, not an automation, not Nou. Stated as a schema fact and proven as one: the acts of §5 require a human actor, and a probe attempting each of them with a non-human actor must be refused. This is the governance twin of the treasury rule that no instrument, agent, or automation holds a key or initiates a movement.
R2 · No storage of speech. No recording, transcript, or summary enters the record as a governance artifact, and no column exists that one could be put in. If the cooperative retains recordings, they are evidence held elsewhere under a retention rule the board sets, and the surface that shows one shows its standing beside it.
R3 · No retroactive minute. The module never manufactures a minute for a meeting that had none. Meetings with no minute are displayed as gaps, and only the body can close one by adopting a minute. The June 2026 board actions are on that list on day one, and so is the meeting of August 14, 2026 at which the board adopted the Bylaws: the estate carries that date on the steward's direction of 2026-09-03, and a date on a steward's word is exactly what a gap looks like until a minute is adopted.7
R4 · No promotion by inference. A draft minute never becomes an adopted one by the passage of time, by nobody objecting, or by any derived condition. Adoption is an event with a human actor or it has not happened.
Sketched as pieces so the shape is legible, and deliberately unaddressed: no code is minted here, and none of these is claimable until GOV-D8 mints the bed. Each condition names a decision above rather than a date.