APDC Bylaws: Let's Make Some!

I’ve taken the liberty of utilizing ChatGPT to program a Research Assistant called Lawful Insight to help get us started in crafting the Bylaws.

We can use this forum to transparently review, revise and support the process of establishing Bylaws for the APDC.

Here is the first draft!

BYLAWS OF ASOCIACION PUENTE DIAMANTE COLECTIVA (APDC)

  1. Membership

    • Eligibility and Categories: (Constitution Article Six) Define membership categories as Founders, Active, and Honorary.
      • Recommendation: Detail the process for becoming a member in each category, with specific criteria for eligibility.
    • Rights and Responsibilities: (Constitution Articles Nine and Ten) Founding and Active members have rights to vote and participate in assemblies; Honorary members have speaking rights but no vote.
      • Recommendation: Outline specific responsibilities, like adherence to APDC’s mission and active participation in activities or meetings.
  2. Governance Structure

    • General Assembly: (Constitution Articles Twelve, Thirteen, Fourteen) Describes the composition, types, and meeting schedules of the General Assembly.
      • Recommendation: Include detailed procedures for conducting meetings, including notice requirements and agenda setting.
    • Board of Directors: (Constitution Articles Fifteen, Sixteen) Details the composition and roles of the Board of Directors.
      • Recommendation: Clarify the process for electing Board members, their term lengths, and the procedure for addressing mid-term vacancies.
  3. Decision-Making Process

    • Recommendation: Formalize the sociocratic decision-making process, ensuring it aligns with the Constitution’s principles. Define how decisions made by Councils are ratified by the General Assembly or the Board.
  4. Meetings

    • Frequency and Notice: (Constitution Article Twelve) The Assembly meets annually; Extraordinary meetings as needed.
      • Recommendation: Define the minimum notice period for meetings and acceptable methods of notification.
  5. Financial Management

    • Recommendation: Establish guidelines for financial management, including budget approval, financial reporting, and oversight responsibilities of the Finance Administration Council.
  6. Amendment of Bylaws

    • Recommendation: Set forth a procedure for amending the bylaws, including how proposals are submitted, discussed, and approved.
  7. Conflict Resolution and Disciplinary Procedures

    • Disaffiliation: (Constitution Article Eight) Outlines reasons and procedures for disaffiliation.
      • Recommendation: Develop a comprehensive conflict resolution procedure, ensuring fairness and transparency.
  8. Dissolution Clause

    • Recommendation: Include a dissolution clause in line with Costa Rican law, detailing the distribution of assets.
  9. Compliance with Laws

    • Recommendation: Explicitly state adherence to applicable laws and regulations.
  10. Miscellaneous Provisions

    • Recommendation: Add clauses as necessary to cover data protection, confidentiality, and other operational specifics.

These recommendations aim to provide a clear, structured, and comprehensive set of bylaws in alignment with the Constitution. The bylaws should be drafted to ensure clarity in the Association’s operations and governance, filling in gaps where the Constitution might lack detail, particularly in procedural aspects. It’s advisable to have these bylaws reviewed and approved by the General Assembly, and possibly vetted by a legal expert in Costa Rican association law for compliance and effectiveness.

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Based on a comprehensive review of the APDC Constitution and the Costa Rica legal requirements for a Sociedad Anonima (SA), here the specific elements of the Constitution and the Bylaws that should be addressed at minimum:

To future-proof the Constitution and minimize the need for future amendments, consider incorporating flexible, overarching principles in the Bylaws that can adapt to changing circumstances without requiring constitutional changes. For instance:

  1. Role of Legal Representative and Board Officers: Instead of detailing specific responsibilities in the Constitution, state that these roles will operate as per the detailed descriptions provided in the Bylaws. This allows for adjustments in the Bylaws as needed without constitutional amendments.

  2. Procedural Flexibility: Include a clause in the Bylaws stating that operational procedures, meeting formats, and decision-making processes can be adapted as necessary, within the framework of the Constitution.

  3. Amendments and Interpretations: Allow for interpretations and clarifications of the Constitution to be addressed in the Bylaws, giving room for adapting to legal or operational changes without altering the Constitution itself.

By adopting this approach, the Bylaws become a dynamic document that can evolve with the organization, while the Constitution remains a stable foundation reflecting APDC’s core principles and legal structure.

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Including Non-Executive Director roles on Boards to represent the Voice of Nature:

“In August 2022, Faith In Nature became the first company in the world to appoint Nature
to its board. Why? Because everything we do has an impact upon the natural world, and yet
the natural world itself has no say on these decisions. We feel the repercussions of these
decisions in the escalating environmental degradation of our planet, and yet business as
usual continues.
So clearly ‘business as usual’ is not working, and business itself needs rethinking.
By voluntarily recognising the legal Rights of Nature within our structures, Faith In Nature
set out to forever reverse this injustice — seeking counsel from Nature in order to make
better, more responsible decisions that take the natural world into account.
But the intention was always to create a model that was replicable, practical and easily
implemented in as many other businesses and organisations as possible. Only when that
happens will the power of this move truly be realised.
We share this document freely to accelerate the adoption of Nature’s Rights in other
businesses, acknowledging that our own efforts are Version 1.0.0 of this movement. In time
they will be refined, improved upon, reimagined and reworked for other jurisdictions and
challenges. We welcome the evolution of this idea safe in the knowledge that there are a
great many wonderful, compassionate people who will make it their work — as we’ve made
it ours — to rebalance business’ relationship with the natural world.”

Please read full brief at link above :slight_smile:

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OK here’s what I got from our conversation as a starter:

:dove: Proposal: Minimum Viable Membership Requirements and Benefits

For approval by the Extraordinary Assembly of the Diamante Bridge Collective (DBC)


Purpose

To establish a clear and inclusive foundation for active membership in the Diamante Bridge Collective (DBC), ensuring that all members share a common understanding of commitments, responsibilities, and benefits aligned with our Constitution, values, and the 8 Stages of Stewardship Protocol.


I. Minimum Requirements for Membership

1. Alignment & Intent

  • Endorse the DBC Vision and Values as defined in the Constitution.
  • Sign the Membership Covenant, affirming commitment to community stewardship, ecological responsibility, and cultural respect.
  • Complete the Membership Status Form (Join / Reconfirm / Pause / Resign).

2. Participation

Members agree to:

  • Participate in at least four (4) DBC or affiliate events annually that generate measurable social or ecological impact (examples: community service days, educational workshops, cultural exchanges, watershed restoration, or solidarity actions).
  • Attend at least two (2) Assembly or Council gatherings per year, in person or online.
  • Contribute feedback or proposals through established DBC communication channels (forum, assembly agenda, or working circle).

3. Engagement in Stewardship Pathway

  • Engage with the 8 Stages of Stewardship Protocol as a framework for personal and collective growth.
  • Begin at Stage 1 (Wayfinder) upon membership approval, and maintain a Stewardship Record (via Bloom or equivalent system) documenting learning, participation, and contributions.
  • Advance through stages by demonstrating commitment and peer recognition.

4. Contribution & Accountability

  • Offer at least one form of contribution per year in any of the 8 Forms of Capital (material, social, cultural, spiritual, intellectual, experiential, ecological, or financial).
  • Respond to annual membership review and update contact and contribution information.
  • Abide by DBC agreements on respectful communication, conflict transformation, and lawful conduct.

II. Benefits of Active Membership

1. Community Belonging & Representation

  • Recognition as an Active Member with voice and vote in General and Extraordinary Assemblies.
  • Eligibility to hold positions in working circles, councils, and the Junta Directiva.

2. Access to Support & Opportunities

  • Coordination and amplification by the DBC Social Impact Media Team, supporting members’ and affiliates’ projects through storytelling, event promotion, and regional visibility.
  • Inclusion in internal communication channels (forum, newsletter, coordination groups).
  • Access to educational resources through The Gift Academy and affiliated training programs.

3. Participation Tracking & Recognition

  • Participation and contributions tracked through DBC’s Commons Stewardship System.
  • Eligible for recognition through the 8 Stages of Stewardship micro-credits, certificates, and features in DBC’s social impact reporting.
  • Priority consideration for inclusion in funded projects, stipends, or partnership opportunities tied to verified impact.

III. Implementation Steps

  1. Ratification:
  • Upon Assembly approval, this policy becomes an annex to the DBC Constitution.
  1. Onboarding:
  • New members sign the Membership Covenant and are oriented through the “Stage 1 – Wayfinder” process.
  1. Tracking:
  • The Social Impact Media Team, in collaboration with the Membership Circle, will manage participation tracking and recognition through Bloom and other systems.
  1. Review:
  • Annual review of this policy by the Membership Circle; adjustments presented for Assembly approval.

Proposed Motion for the Assembly

“The General Assembly hereby approves the establishment of Minimum Viable Membership Requirements and Benefits as outlined in this proposal, to be integrated as an annex to the DBC Constitution and implemented immediately following this Assembly.”

Proposal of DBC Association Bylaws


VISION, MISSION AND PURPOSE

Membership

Extended Community

Seed Planter (Friends/Visitors) - Stage 1
Rooted Ally - Stage 2

DBC Extended Community are people who identify themselves with the DBC mission, values and culture and are willing to join the community, without having the time or the possibility to contribute actively. They follow our work regularly, support us, spread the word and attend our events.

To contribute to the DBC mission, you do not have to be an active member. Anyone is welcome to contribute to our missions spontaneously, attend events and join our open online discussion groups.

Seed Planter (Friends/Visitors) - Stage 1

Description: Ecoturist

Requirements:

  • Fill in Membership intent form
  • Sign Covenant

Rights:

  • Experience community living
  • Witness governance meetings
  • Access to Forum Public and Community spaces
  • Optional access to sign node live agreements for temporary/seasonal/resident stay and initiate first steps of belonging and stewardship.

Rooted Ally - Stage 2

Description: This stage is for allies in the field or region, that we are aligned in values and overlap of missions. They are not dedicated to contribute to the higher stages requirements, but are serving positive impact in parallel to our Missions in other Projects. We find each other occasionally to collaborate on Initiatives. We are open to receive their wisdom as advisors, being intentionally invited with a voice around topics or DBC initiatives.

Requirements:

  • Fill in Membership intent
  • Sign Covenant
  • Participate in parallel efforts in some other project or organization aligned in values and missions in resonance to DBC.
  • Recommendation by Board

Rights:

  • Same as Stage 1.
  • Serve as advisor by invitation to governance or other meetings
  • Opportunity to engage in further agreement (Memorandum of Understanding) for deeper alliance and commitment. Resource Pooling, Wisdom exchange.

Provisional Members

Apprentice - Stage 3

Description: Interest to go deeper to participate, contribute and learn how to be a Member of DBC. Intent to follow what Active Members do as a trial period.

Requirements:

  • Fill in Membership intent
  • Sign Covenant
  • Recommendation by 2 Active Members.

Rights:

  • Same as Stage 1.
  • Inclusion in internal communication channels (Members only forum areas and internal Telegram groups to learn the processes).
  • Voice in Circles/Working Groups/General Meetings.

Active Members

Fire Tender - Stage 4

Circle Holder - Stage 5

Home Maker - Stage 6

Trustee/Guardian - Stage 7

Requirements:

  • Fill in Membership intent
  • Sign Covenant.
  • Recommended trial period as provisional member for 3 months but can be shortened by Board approval.
  • Approval by the Board.

Rights:

  • Active Members are Members of our Association.

  • Voice and Vote in General and Extraordinary Assemblies.

  • Voice and Vote in Circles/Working Groups where they are participating.

  • Voice and Vote in General Meetings.

  • Eligibility to hold leadership positions in working circles, councils, and the Junta Directiva.

  • Coordination and amplification by the DBC Social Impact Media Team, supporting members’ and affiliates’ projects through storytelling, event promotion, and regional visibility.

  • Inclusion in internal communication channels (Members only forum areas and internal Telegram groups.

  • Priority consideration for inclusion in funded projects, stipends, or partnership opportunities tied to relevant impact towards DBC missions.

  • Access to educational resources through The Gift Academy and affiliated training programs.

  • Contribute feedback or proposals through established DBC processes.

Contribution & Accountability

  • Participate in at least 1 General Meeting a month.
  • Participate in 4 DBC impact meetings per year. When we bring collective action to a DBC approved Project or Community Action.
  • Attend at least one General Assembly once per year, in person or online
  • Respond to annual membership review (an online form to be filled before the annual assembly where Members report on their contributions and learnings for the year)

Encouraged:

  • Engage with the 8 Stages of Stewardship Protocol as a framework for personal and collective growth.
  • Maintain a Stewardship Record (via Bloom or equivalent system) documenting learning, participation, and contributions.

Honorary Member

Stage 8

Recommended by Board, approved by Assembly; No Vote; cannot be elected to directive positions; not subject to active member duties


SOCIOCRATIC GOVERNANCE - DEFINITIONS

Definition of Sociocratic Governance: The Association adopts sociocratic governance as its decision-making method. Sociocratic governance is a system of self-organization in which decisions are made by consent within working groups/circles/assembly. This method ensures:

  • Transparency in decision-making
  • Equivalence in participation
  • Accountability distributed across the organization

PRINCIPLE OF CONSENT

Principle of Consent: Consent means there are no paramount objections to a proposed decision. A paramount objection is a reasoned objection that demonstrates how the proposed decision would:

  • a) Impede the circle or organization from achieving its aim, or
  • b) Create an unsafe situation, or
  • c) Exceed the working group/circle’s domain of authority

Consent is NOT unanimity or consensus. A decision is made by consent when no member of the circle presents a paramount objection.

DEFINITION OF CONSENT

Consent Defined: In sociocratic decision-making, consent means:

  • “I can work with this decision”
  • “This decision is safe enough to try and good enough for now”
  • “I have no paramount objections”

Consent does NOT mean:

  • “I think this is the best possible decision”
  • “I fully agree with everything”
  • “This is my preferred option”

LIMITATIONS OF CONSENT

Limitations: Consent decision-making applies to policy decisions that establish ongoing rules, procedures, and structures. Consent does NOT apply to:

  • Day-to-day operational decisions within established policies
  • Decisions already delegated to specific roles or individuals
  • Decisions where the working group/circle has explicitly chosen another decision-making method
  • Emergency situations requiring immediate action (though such decisions should be reviewed by consent afterward)

FAILURE TO REACH CONSENT

When Consent Cannot Be Reached: If a circle cannot reach consent after good-faith efforts to integrate objections, the circle may:

  • a) Postpone the decision to gather more information or allow reflection
  • b) Refer the decision to the next higher circle (if one exists) for resolution
  • c) Form a helping circle of members from the current circle and next higher circle to develop a proposal
  • d) Use an alternative decision method (such as majority vote) IF the circle first consents to using that alternative method for this specific decision

For decisions in the Board of Directors (highest circle), if consent cannot be reached, the matter shall be brought to the General Assembly for resolution by majority vote as required by the Constitution.

BOARD OF DIRECTORS

The Board of Directors, as defined in the Constitution, functions as the Top Circle in DBC’s sociocratic governance structure. The Board exercises all powers granted in Article 16 of the Constitution using consent-based decision-making as described in these Bylaws, except where:

  • The Constitution requires specific voting thresholds (majority, supermajority)
  • Emergency situations require immediate executive action
  • The Board explicitly consents to use another decision method for a specific decision

Relationship to Working Groups/Circles: The Board may create Working Groups and Circles as described in Article 16-c of the Constitution. These groups operate with delegated authority using sociocratic consent within their domains, while the Board retains oversight responsibility.

DEFINITION OF POLICY

A policy is an ongoing rule, procedure, or structure that:

  • Establishes how recurring situations will be handled
  • Defines roles, responsibilities, or authorities
  • Sets guidelines for resource allocation or decision-making
  • Applies beyond a single instance or event

Examples of policies:

  • Membership requirements and processes
  • Financial authorization levels
  • Meeting frequency and formats
  • Conflict resolution procedures
  • Commons Stewardship Agreement templates

Policies are made by consent and documented in the internal regulations (reglamento interno).

OPERATIONS DECISIONS

Operations decisions are day-to-day decisions made within established policies. These include:

  • Scheduling specific events or workdays
  • Assigning tasks within agreed project plans
  • Purchasing supplies within authorized budgets
  • Responding to routine inquiries or requests
  • Implementing approved programs

Operations decisions are made by individuals or circles with delegated authority and do NOT require consent processes unless:

  • The decision affects multiple circles or the whole organization
  • The decision would establish a new precedent or pattern (making it a policy)
  • A circle member raises a concern that the decision falls outside established policy

OPERATIONS DECISIONS WITHOUT A POLICY

When No Policy Exists: If an operations decision arises for which no policy has been established:

  • Option 1: The individual or circle may make the decision using their best judgment, with the understanding that it applies only to the specific situation
  • Option 2: The circle may quickly consent to a temporary policy to guide immediate action
  • Option 3: The decision may be postponed while a policy is developed through the consent process

After any operations decision made without policy, the relevant circle should:

  • Review whether a policy is needed to guide similar future decisions
  • If yes, develop and consent to an appropriate policy
  • Document the policy in the internal regulations

Emergency Exception: In genuine emergencies where immediate action is required to prevent harm, any person may take necessary action without policy or consent, with the requirement to:

  • Report the action to the relevant circle as soon as possible
  • Participate in a review of the situation and decision
  • Help develop policy to guide similar situations in the future
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