The record
What the cooperative's shared record holds about its own governance, read back to you. Three sections read the live record: the minute book, the offices and the roster, and attendance at meetings of the Board. One table reads the published instruments, meaning the governing documents such as the Articles and the Bylaws. The parliamentary model this page once drew is kept at the end as a design note, drafted and adopted by nobody. Nothing on this page writes.
A reading of the record. The three live sections show rows the record already holds, under the read rules the record already enforces, and say plainly when a rule keeps a row from you. The table is a plain reading of the governing documents. If this page disagrees with a document on the shelf, believe the document: this page is the one that is wrong.
Read. Every act that fills these sections happens somewhere else. An officer, a director, or the steward records a minute against a board session on the gatherings page. The host or the steward records attendance there too. An office is recorded by a director. To read the documents themselves, go to the legal shelf. To see mistakes found after publication, go to Corrections and open readings.
For every gathering whose title begins Board ·, each session lists the minutes recorded against it: drafted, then adopted, with where the minute stands, its hash, and who adopted it. The minute itself lives where the record points. This page records that it exists and that a body adopted it. The record shows a member only the rows that concern them or that they wrote, and a minutes row concerns the Board, so the list is shown to directors, officers, and the steward, and the page says so to everyone else.
Who holds an office, and who sits on the Board, as the record carries it: each row is an appointment, granted on a date and ended on a date if it has ended. The record knows four appointments, director, secretary, treasurer, and steward, and no others. The office of President has no row in the record; the formation notice at the legal shelf names its holder. The record shows every appointment to a member and shows anyone else only the appointments that name them, so until members are admitted each holder sees their own row and no one else's.
For each session of a gathering titled Board ·, who was recorded present, and by whom. Presence is recorded by the host or the steward, never self-reported. The record shows directors, officers, and the steward every row, shows a host the rows of their own gathering, and shows anyone else only their own presence. This page counts rows. It does not say whether a quorum was present: the quorum rule is the Bylaws' and the count of seats is not in the record.
Every governing document, who may change it, and where it stands today. Each body may touch only its own documents. If the Board tries to change a document that belongs to the members, the attempt is refused, and the refusal tells you whose document it is instead of just failing. Where the third column shows a coloured tag: green means settled, blue means drafted but not yet in force, grey means it does not exist yet. This table is a reading of the published documents, not of the live record; the live record holds none of these documents yet.
| Document | Who may change it | Where it stands today | What it would take to change it |
|---|---|---|---|
| Articles of Organization | members | filed Feb 6, 2026 | A vote of the members, then a filing with the State. The vote alone is not enough, and this record has no way yet to track a follow-up step that has to happen after the meeting ends. |
| Bylaws v2.1 | members | in effect board-adoptedAdopted by the board on August 14, 2026 and in effect from that act, on the steward's direction of 2026-09-03 and on no other authority; the founding record carries the meeting and its date, and has the Bylaws still drafted on the day. No minute records the adoption. Member ratification under Article XII is an amendment mechanism, not a commencement gate. The v2.1 text still carries the open items at right. | Open items remain on this version of the text: Schedule A (the schedule attached to the Bylaws that carries the money figures, such as the share price and the dues) is not executed, counsel's redline against v1 is outstanding, tax counsel review of the partnership and capital language is advised, and the Secretary's signature is not yet on the executed copy. These are open items on the text, not a bar to its force. Signing is an execution, meaning one officer signs rather than a meeting voting, and that is the one act the design note's model has no shape for. |
| Membership Agreement v2.3 | members | drafted unsigned | It can be signed as soon as Schedule A is signed. Nobody has signed it. |
| Counting rules | board | drafted staged, waiting on the board | A vote of the board to adopt them, and only going forward, never backdated. The members can tell the board to act here, but they cannot adopt the rules in the board's place. The record has no way to hold an instruction like that yet. |
| The operating delegation the board's standing grant of day-to-day authority |
board | does not exist | A board resolution. Until there is one, anything done between meetings is just a thing that happened, with no authority standing behind it. |
| The membership roll | board | standing no names on it yet | Only the board admits members, and all three of these must happen: the board accepts you, you pay for your share of Stock, and every document is signed. |
| The offices | board | filled August 14, 2026 | An election by the board. That happened at the special meeting of August 14, 2026, and each election was re-taken as a separate motion on August 19, 2026; the holders are named at the legal shelf. The Secretary keeps the minutes and signs Schedule A; the President signs contracts. Who holds an office in the record is read from the record in the section above, and a holder the record does not yet carry is a row a director has not yet written, not a vacancy. |
| The quorum rule how many must be present for a meeting to count |
derived | Four of six | Nobody changes this one directly, which is what derived means: it follows from the Bylaws, so it changes only when the Bylaws change. The number is not stored anywhere. It is counted from who is actually present, every time it is asked for. |
A record that shows its holes is worth more than one that looks complete. These are the gaps as they stand today. The tag on each one tells you its kind: open reading means the existing record can be read more than one way and nobody has settled which reading is right, and open question means a decision has not been made yet. The gaps the design note's model leaves are listed with the model, below.
The minute book above reads from the record. The first row that belongs in it is the one that points at the founding record of August 14, 2026, and writing that row is the Secretary's act, not this page's. That meeting is where the board adopted the Bylaws, on the steward's direction of 2026-09-03, so the row is owed twice over: the adoption has a date and no minute behind it. The June 2026 board actions that the estate once relied on come to us in four accounts that disagree about the date and about whether anything was adopted at all, and none of them is a set of minutes: no attendance, no motions, no vote, no quorum. The gap is logged at DOC-01·08, and a minute for August 14 is what would close the part of it that concerns the Bylaws.
The four appointments the record knows are director, secretary, treasurer, and steward. The Bylaws name a President, and the formation notice names who holds it, but no row can carry it. Adding one is a change to the record's shape, which is a human's decision and not this page's.
The table above names four holders: members, board, steward, derived. The Bylaws name three officers instead, a President, a Secretary and a Treasurer, each with duties tied to particular documents, and steward is not an office in the Bylaws at all. Which of the two vocabularies an act should point to has not been decided.
What follows is the governance model this page drew before the record could hold a minute: two modes, a set of things the model refuses to hold, and the gaps the model leaves open. It is a drawing. Nothing in it is built, the record holds no motion, ballot, or quorum count, and nobody has adopted it. It stays here so the design is not lost, and so what the record now does can be measured against what was proposed. Where this note and a governing document differ, the document is right.
In the model, at any moment the cooperative is in one of two conditions: between the meetings, or in session (a meeting is actually open and running). Almost all of its life is spent in the first. Naming that plainly is the point: the ordinary condition is not a gap between the interesting parts.
Between the meetings
- Say whether you will attend a coming meeting
- Set the agenda, meaning the order of business
- Give notice of a motion you want taken up
- Record an interim act: something done between meetings under a standing authority the board granted in advance
- Adopt the minutes of the meeting that just closed
- Open the meeting. Get a quorum first: the minimum number of people who must be present for the meeting to count.
- Move, second, amend or withdraw a motion. Wait for a meeting to open.
- Call the question, put it to a vote, cast a vote, or settle it
- Change a governing document without a meeting. There is no authority that reaches one.
In session
- Everything the floor allows: move, second, amend, call the question, put it to a vote, cast, and settle it
- Raise a point of order, meaning an objection that the rules are not being followed
- Table a motion, meaning set it aside without deciding it
- Adjourn. Close any open ballot first.
- Record an interim act. In session a body acts by motion instead.
- Switch which body is meeting
- Change a document the other body controls
In the model's own terms no meeting has ever been opened, because the model is not built and the record holds no act of opening one. On the human record the Board has met: the special meeting of August 14, 2026 and its confirmation of August 19, 2026, as the legal shelf records them. How the model meant a first meeting to run is at The first meeting.
In the model these are not rules that someone might break. They are things its record simply cannot do, which is a stronger guarantee: a rule can be broken quietly, and a missing capability cannot.
- A minute that reports what someone said
- The model's record has no slot for what anyone said. Discussion is opened, and nothing spoken in it is written down. This is a missing capability, not a refusal. The minute book above points at a minute and carries its hash; what the minute says lives in the document, not in the record.
- A record that certifies itself
- Draft minutes assemble themselves from the acts that were recorded, but they stay a draft until a person votes to adopt them. Only a human can adopt them. The minute book above keeps this: an adopted row names who adopted the minute.
- An act that erases an earlier one
- Withdrawing or tabling a motion ends it; it does not delete it. Every motion that ever stood is still visible afterwards. To fix a mistake, add a new act that corrects it. You cannot edit the old one.
- A quiet change to the governing documents between meetings
- No delegated authority reaches a governing document. They change only when a meeting is open and a body votes. This is the governance twin of the treasury rule: no document, agent, or piece of software holds a key to the money.
- A saved quorum figure that drifts from who is actually in the room
- Quorum is always a fresh count, never a saved number. It is counted from who is present, every time it is asked for.
The tag on each one tells you its kind: absent means the model has no way to do this at all, open question means a decision has not been made yet, and not yet specified means no rule has been written for it.
The Bylaws took effect on the board's adoption, not on anyone's signature. Signatures still carry real acts here, though: Schedule A is executed by the Secretary, and the Membership Agreement reaches a member only when that member signs it. This model says the legal state moves only when a meeting is open and a body votes, so it cannot describe a signature at all. Giving that act a name is the first piece of work.
A majority of the people present, or a majority of the votes actually cast? Those two numbers come apart the moment anyone abstains. The same question is already open on the board side: Bylaws § 3.13 requires a simple majority of all Directors, and nobody has settled whether that means a majority of the six seats the Bylaws authorise or a majority of the directors currently serving. With all six seats filled the two give the same answer, so the question is harmless today. Drop to five directors and it decides votes.
A member who disagrees with an act taken under delegated authority has nowhere to say so. You could read the record, but you could not answer it.
Every act is either held or open, with nothing in between: the substance is withheld and the fact that the act happened is public. Nothing separates board-only from member-only from public, and no rule says when a withheld item becomes readable. Bylaws § 18.1 leaves that to the board.
There is no provision for a member who cannot attend: no way to vote ahead of time, and no way to send someone in your place. For a cooperative that means to be spread across places, that is a large silence.
Three sections of this page read the live record under its standing read rules, and change no rule to do it. The table reads the published documents. The design note is a drawing that nobody adopted, and it carries no authority of its own. Where this page and a governing document differ, the document is right and this page owes you a correction. Read the documents at the legal shelf. Read the mistakes found after publication at Corrections and open readings.