Creation and Ratification of Bylaws for Diamante Bridge Collective Association

Proposals
#1

Proposal Type: Policy
Submitted by: [Name / Working Group]
Date: [Date]
Status: Draft — for Assembly Review

PURPOSE

The Diamante Bridge Collective needs a ratified set of internal bylaws that translates its values, governance model, and membership framework into a living, enforceable document, so that every member, steward, and collaborator can understand their rights and responsibilities, and so that the Association can govern itself with clarity, coherence, and confidence.

DRIVER

Conditions

The Diamante Bridge Collective Association is a legally registered Costa Rican Association. Its Constitution establishes the three mandatory organs (Assembly, Board, Fiscal) and defines foundational membership categories. However, the Association currently has no ratified internal bylaws. Governance decisions, membership processes, stage transitions, conflict resolution, and the integration of sociocratic working methods are handled through informal agreements, evolving documents, and collective memory rather than through a formally adopted and enforceable framework.

Effect

Without ratified bylaws, the Association faces recurring ambiguity: members at different stages hold different understandings of their rights and responsibilities; the Board lacks a clear documented framework for approving or revoking membership; the relationship between sociocratic circles and the legally required governance bodies (Assembly, Board, Fiscal) is undefined; and conflicts are resolved without reference to an agreed process. As the community grows and stewards rotate, institutional knowledge is increasingly at risk of being lost or contested. The absence of bylaws also limits the Association’s credibility in formal partnerships, funding relationships, and land stewardship agreements.

Relevance

The DBC is in active development, expanding its membership stages, formalizing its land stewardship agreements, and building relationships with bioregional partners and funders. Without ratified bylaws, every significant decision carries the latent risk of being challenged for lack of procedural grounding. The Assembly, as the supreme organ of the Association, is the only body with authority to ratify such a document. The moment to act is now, while the community is present, engaged, and actively participating in governance formation, before complexity increases further and informal norms become harder to formalize.

REQUIREMENT

The Association needs a ratified Bylaws that is:

  • Grounded in the Constitution and Ley de Asociaciones 218, ensuring legal coherence with Costa Rican association law
  • Encoding of Sociocratic Governance as the decision-making method of the Association, with clear articulation of its relationship to the legally required governance bodies
  • Complete enough to govern, covering membership identity and rights, governance structure, resource stewardship, conflict resolution, and amendment processes
  • Living and evolvable, with a clear amendment process so the document can grow with the community
  • Aligned with the Eight Stages of Stewardship, encoding the developmental pathway as the living membership framework

So that every member knows where they stand, every body knows what it can and cannot decide, and the Association can fulfill its purpose with integrity, transparency, and resilience across generations of stewards.

INTERVENTION

The intervention is the Creation of the Bylaws for Diamante Bridge Collective Association, attached to this proposal as a living draft currently being evolved by the Bylaws Working Group.

The Bylaws document addresses the following sections:

  1. Anchor of the Association’s Identity (name, domicile, legal basis)
  2. Purpose, Vision, and Values
  3. Sociocratic Governance — definitions, principles, and relationship to the Assembly, Board, and Fiscal as required under Ley 218
  4. Governance Structure — roles, bodies, decision-making tiers, and their authorities
  5. Membership — stages, rights, responsibilities, entry and exit processes
  6. Governance of Resources — commons stewardship agreements, land use, shared assets
  7. Financial Practices — financial accountability, budget approval, transparency
  8. Conflict Resolution — process and escalation paths
  9. Amendments — process for evolving the Bylaws over time

This proposal and its attached Bylaws draft will be submitted to the General Assembly for ratification upon completion. Ratification requires a simple majority of Active Members present in good standing, per Article 12 of the DBC Constitution and Article 21 of Ley 218.

Current Proposal:

1 Like
#2

Thank you Randall, for putting this so elegantly into the sociocratic proposal format to make it quite clear why we need them, as well as spelling out what they are and do.

This has been a massive undertaking and your leadership has been exemplary throughout the process.

Grateful also to the Bylaws working group that has been reviewing for understanding and suggesting changes that have brought us this far already…

I look forward to bringing this to the Extraordinary Assembly next week!

Extraordinary Assembly Convocation to Vote in Board Members
#3

Ok there were a few things that stood out as potential concerns so I took some time to go through them and produce a strengths / weaknesses / innovation and risk assessment.

This so I can do some legal diligence around:

  • how our decision-making (sociocracy) and membership development (8 Stages) support our Constitution / Estatutos as described in the Bylaw proposal
  • IF there is any urgent change we should consider to the Constitution / Estatutos since we will be filing the new Board anyway and COULD take advantage of that opportunity
  • whether our conflict resolution and graduated sanctions process is sound and enforceable
  • what else we might be overlooking, overcomplicating, or underestimating at this moment

I’ll share the full analysis here, and highlight the points we should discuss further.

DBC Governance Review — Constitution + Bylaws

Documents reviewed: Constitución / Estatutos (working copy + registered personería RNPDIGITAL-321646, vencimiento 30/09/2025); Bylaws for DBC Association (full draft, §§1–9, §§6–7 marked pending); Two Forks proposal (Stage names & membership entry); Membership Bylaws context.

1. Strengths

  • Three-layer architecture is coherent and explicit. The Bylaws cleanly separate the legal organs required by Ley 218 (Assembly / Board / Fiscal), the sociocratic decision method (consent, circles), and the developmental pathway (Eight Stages). §4 states plainly that no circle decision may conflict with Ley 218, the Constitution, or these Bylaws — the right hierarchy.
  • Legal grounding is real, not decorative. The draft repeatedly anchors to Ley 218 and specific Constitution articles (convocation, quorum, Board/Fiscal powers, appeals), so it reads as an internal regulation that obeys its statute rather than a parallel system.
  • Conflict resolution is genuinely good. Grounded in Findhorn Common Ground and Ostrom’s “low-cost, accessible, lowest-level” principle, graduated from direct dialogue to expulsion-with-due-process, and it mirrors the Constitution’s 15-day notice and Assembly appeal rights. *dani note, keeping Findhorn?
  • Succession is built in. Board responsibilities include mentoring emerging leaders and ensuring continuity — rare in a small association and directly responsive to the lapsed-board history.

2. Innovation points (what makes this distinctive)

  • Membership as a developmental journey, not a binary. Eight Stages mapped to four legal levels lets belonging deepen gradually while keeping a clean legal voting line at Stage 4.
  • Eight Forms of Capital as a recognition layer (with Bloom as the ledger) — a contribution-accounting system most associations lack.
  • Portability of governance from land. Separating DBC membership stage from any Diamante Luz Commons Stewardship Agreement (Fork B) keeps the Association governable across multiple nodes and digital members, not bound to one parcel.
  • Living third tier. A Policies & Procedures repository on the Forum, amendable by Board consent (operational) or Assembly consent (rights-affecting) — an evolvable system with a clear seam.
  • Non-punitive fluidity. Sabbaticals and stage regression treated as normal, not failure.

3. Weaknesses & gaps

  • Dissolution successor is unnamed (see §5 — the headline item). *Dani note: this is what I was looking for, it likely must be addressed at Constitution / Estatutos level when we file new Board members at the Registro.
  • “Contribute in at least N forms of capital” is used as a hard gate at each stage. The Eight Forms is a recognition lens, not a scoring rubric; a hard count invites box-checking and contradicts the framework’s intent. (Dani has already flagged reframing this to “track and report, with depth/breadth in the witness conversation.”) *Dani note: this needs further revision or, to be left out during this initial Bylaws ratification round, to be assessed by the working group post Assembly.
  • No provision for total organ lapse. The very situation the Association is in now ( all seats vencidos, no sitting convener) has no clause. A short “reconstitution when all organs have lapsed” provision would prevent the next gap.
  • Quorum fragility. Tightening Active Membership to Stage 4+ (Fork B) shrinks the voting roll, making the 50%+1 first-call quorum harder to reach. Worth a deliberate plan (and the second-call mechanism is the safety valve).
  • “Trust Council” appears without definition. Stage 7 references “Board of Directors or Trust Council,” but the Constitution recognizes only Assembly / Board / Fiscal. An undefined body implying governance authority should be defined as non-governing, or removed.

4. Constitution ↔ Bylaws conflicts to reconcile (priority order)

  1. Founders’ vote (urgent). Bylaws §4.1.4 says “Founding Members in good standing may attend and hold voice but not vote.” The Constitution (Arts. 6 and 9) gives fundadores voice and vote. The Bylaws cannot strip a right the Estatutos guarantee. Almost certainly a drafting slip — fix the line so founders retain their vote (condition only on good standing per Art. 8, never on stage). *Dani note: I think this is a mistake, we meant to say that Founders that go Inactive will have voice but not vote.
  1. Where membership begins (Fork A vs Fork B) has a legal consequence. Fork A makes Stage 3 a Provisional Member of the Association — a member class the Constitution (Art. 6: only Fundadores, Activos, Honorarios) does not contain, so Fork A would likely require an estatuto reform to add it. Fork B keeps Stage 3 as pre-member, fully compatible with the existing Estatutos and no reform needed. **Dani note: I lean Fork B; this is the legally lighter path to tread at implementation.
  1. Who amends the Bylaws. §4.2.1(d) says the Board drafts/updates the Bylaws “subject to Assembly ratification,” while §8 and §4.1.2(e) put Bylaws amendment with the Assembly. Under Ley 218 the reglamento interno is properly the Board’s to make (Art. 16e). Decide one model and state it once: cleanest is Board adopts/updates, Assembly ratifies — and remove “Constitution” from the same clause as “Bylaws,” since amending the Estatutos is a distinct Extraordinary-Assembly act (Art. 14b) with Registro filing. *Dani note: we need to be clear on the order, and the definition of these words adopt, ratify and update.
  1. Stage-7 signatory language vs registered representation. Only the President holds apoderado generalísimo (and the VP in absence). Bylaws giving Stage-7 “Trustees” authority to “sign legal and financial documents” must be scoped to what the registered personería actually authorizes, or it won’t bind third parties.

5. The dissolution gap (the reason to engage counsel now)

The founding Estatutos, Article 19, end with a literal blank: “Al extinguirse la Asociación sus bienes se distribuirán entre (indicar a quién se le darán los bienes).” No successor was ever named.

The Bylaws §1.2 try to cover this — “upon dissolution, remaining assets shall be transferred to an organization with purposes similar to those of DBC, as determined by the General Assembly, in accordance with Article 19” — but they point back to the very article that names no one. So the gap is not closed by the Bylaws; it lives in the Estatutos.

Under Ley 218, on dissolution the assets of a non-profit must pass to an entity of similar purpose. Closing this cleanly means naming that entity in the Estatutos, which requires an estatuto reform (Extraordinary Assembly, Art. 14b, then Registro filing) — a separate act from the June 9 re-seating, and exactly the kind of thing to do with the new abogada.

Caveat to confirm with counsel: the working Estatutos copy on file is a template with fill-in placeholders; the registered filed text should be pulled (fresh certificación / the Registro’s libro) to confirm whether Art. 19 was filed blank, generic, or otherwise — before drafting the reform.

6. Risks at a glance

  • Legal exposure: founders’-vote conflict (#4.1) and any Stage-7 signatory overreach could make a contested decision challengeable.
  • Registral: the dissolution blank, and (if Fork A is chosen) an unfiled Provisional-Member class.
  • Operational: quorum fragility under a tightened roll; no total-lapse reconstitution clause (the present pain).
  • Legibility: the system is sophisticated; without the plain-language posts, members may misread their status. The companion Forum posts mitigate this well.

7. For the abogada — the asks, in order

  1. Pull the registered Estatutos and confirm Art. 19’s filed text; advise on naming Fundación Madre Tierra Verde (or another similar-purpose entity) as dissolution successor via estatuto reform.
  2. Confirm the Fork B path needs no estatuto reform (Stage 3 as pre-member), and that Fork A would (Provisional-Member class).
  3. Bless the lapsed-organ reconstitution route for June 9 (Extraordinary Assembly fills all seats, Art. 14a; vencida President + 25% petition as convener standing) and advise on the missed registered-email filing.
  4. Review the founders’-vote line and the Constitution↔Bylaws amendment-authority wording before ratification.

Sources: Constitución/Estatutos APDC (Arts. 6–19); personería RNPDIGITAL-321646; DBC Bylaws working draft §§1–9; Two Forks proposal. Prepared 2026-06-02 to brief counsel; verify against the registered filed Estatutos before acting.