[Federation Name]: Decision-Making Framework
Status: Draft for discussion among founding member groups. This doc maps what gets decided by whom and with what threshold. It is the conceptual scaffolding for the Bylaws. Once aligned, a lawyer translates it into bylaw language.
The principle
The membership owns the Federation. The board runs the Federation on the membership’s behalf.
Anything that affects what the Federation is (its mission, its rules, who belongs, where the money goes at scale) belongs to the membership. Anything that’s about running it day-to-day (paying invoices, renewing the insurance policy, signing routine contracts) belongs to the board.
When in doubt, decisions go to the membership. The default is more democracy, not less.
Who decides what
Reserved to the Membership (one Member Group, one vote)
These decisions can only be made by the Member Groups, not delegated to the board.
| Decision | Threshold | Notes |
|---|---|---|
| Amend the Bylaws | Two-thirds | High bar to prevent bylaw drift |
| Amend the Articles of Incorporation | Two-thirds | Required by California law |
| Dissolve the Federation | Two-thirds | Triggers asset-lock to similar-purpose org |
| Admit a new Member Group | Majority | After application review |
| Suspend or remove a Member Group | Two-thirds | Serious step, high threshold |
| Elect Directors | Majority | Annual or as terms expire |
| Remove a Director (with or without cause) | Two-thirds | Protects against drama-driven removals |
| Approve the annual budget | Majority | Sets the financial direction for the year |
| Approve any single expenditure over $[10,000] | Majority | Threshold is illustrative; set whatever is meaningful |
| Approve any grant or sponsorship over $[25,000] | Majority | Large grants trigger member oversight |
| Approve mergers, acquisitions, or affiliations with other orgs | Two-thirds | Federation-altering moves |
| Approve major program changes (new programs, ending programs) | Majority | What the Federation does |
| Allocate restricted/program funds among Member Groups | Majority | Board allocates per criteria for general grants; members decide on large or contested grants |
Delegated to the Board
These are operational decisions the board makes within the budget and direction set by the membership.
| Decision | Notes |
|---|---|
| Hire and manage staff or contractors | Within approved budget |
| Sign routine contracts (insurance, hosting, banking, software) | Within approved budget |
| Apply for grants and sponsorships | Acceptance of large grants requires member approval |
| Manage day-to-day finances | Subject to financial controls |
| Distribute approved program funds to Member Groups per allocation criteria | Members set criteria; board executes |
| Maintain Federation infrastructure (website, code of conduct, templates) | |
| Resolve interpretation questions about Bylaws or policies | Subject to member appeal |
| Set meeting agendas | Members can add items |
| Issue routine public communications | On behalf of the Federation, within approved scope |
Officers (drawn from the Board)
The board appoints from its own membership a President or Chair (runs meetings, signs official documents, public-facing point of contact), a Secretary (keeps records, minutes, member roll, communications), and a Treasurer or CFO (financial oversight, reports to the membership).
California law requires the corporation to have at least a President or chair, a Secretary, and a CFO. One person can hold multiple roles, except the Secretary and President cannot be the same person.
How decisions get made
Member voting mechanics
Each Member Group has one vote. Group size, age, dues, geography, and founder status do not change this. This is the principle the whole structure rests on.
Voting is conducted by the group’s designated delegate. Each Member Group designates one primary delegate and (recommended) one alternate. Delegates can be changed by the group at any time on written notice to the Secretary.
Quorum for a member meeting is a majority of Member Groups in good standing. Below quorum, the meeting can convene for discussion but cannot take binding votes.
Voting happens synchronously at meetings (in-person or by video) or asynchronously by written ballot with a defined response window, typically 14 days. Asynchronous voting is normal and expected, since members are spread across time zones.
Tie votes fail. A tie on a majority vote is not a majority. A tie on a two-thirds vote is not two-thirds.
Board voting mechanics
Each Director has one vote. Quorum is a majority of Directors. Decisions are made by majority of Directors present, with quorum. The President does not have a tiebreaking vote; ties fail and the matter goes back to discussion or to the membership. Directors must abstain from votes where they have a material conflict of interest.
How meetings work
Regular member meetings are recommended quarterly. One is the Annual Meeting where directors are elected and the budget is approved. Notice goes to all Member Groups at least 14 days in advance with an agenda. Any Member Group can add items up to 7 days before.
Special member meetings can be called by the board, by the President, or by written request of at least 20% of Member Groups. Notice and agenda follow the same rules.
Board meetings happen as often as the board needs, typically monthly or every six weeks. Notice goes to Directors at least 7 days in advance.
Meetings are open by default. Member meetings are open to all Member Group delegates and to observers from member groups. Board meetings are open to Member Group delegates as observers, except when the board enters executive session for personnel, legal, or other sensitive matters.
How the board is structured
The Board consists of 5 to 7 Directors. The Bylaws set the minimum and maximum; the membership picks the actual number within that range.
Directors serve 2-year terms, staggered so that roughly half the board turns over each year. No Director may serve more than two consecutive full terms (4 years), after which they sit out one year before becoming eligible again.
Directors are nominated from among delegates of Member Groups. A Director represents the Federation’s mission, not the Director’s home Member Group, though in practice board diversity tracks member-group diversity, which works in the Federation’s favor.
Vacancies are filled by the membership at the next meeting. The board can appoint an interim Director until then.
No outside Directors serve during the founding period. After three years, the membership can decide whether to add advisory or independent Directors with or without voting rights, but doing so requires a bylaw amendment (two-thirds).
Outside money: the destiny-lock clauses
These are the rules that prevent capture by funders, sponsors, or partner organizations.
- No funder may have a vote, a board seat, or a veto. Sponsorships, grants, and donations come with no governance rights.
- Conditional grants must be reviewed. Any grant or sponsorship offered with conditions affecting Federation programs, leadership, or speech must be reviewed by the membership before acceptance, regardless of dollar amount.
- Funder concentration is capped. No single funder should provide more than 40% of annual revenue for two consecutive years. If a funder approaches that threshold, the board flags it to the membership, and the membership decides whether to diversify revenue or accept the dependency.
- No exclusive partnerships. The Federation does not enter exclusive arrangements that bind member groups, such as “all member events must use Vendor X.” Member groups choose their own tools, vendors, and platforms.
- Right of refusal. Any Member Group may decline to participate in a Federation-level partnership or program for any reason, without penalty to its membership.
Conflict of interest
Directors and officers must disclose any personal, professional, or financial interest in matters before the Federation. Disclosed conflicts trigger recusal from the relevant vote. The Secretary maintains the disclosure log, available to any Member Group on request.
This applies in particular to Federation contracts with Director-affiliated entities, Federation grants flowing to a Director’s home Member Group, and employment of Directors or their relatives by the Federation.
How disputes get resolved
When Member Groups disagree, the first step is conversation. The Federation can convene a facilitated discussion between the groups involved.
If conversation does not resolve the dispute, the board may make a determination within its delegated authority (such as interpreting policy) or refer the matter to the membership. The membership’s decision is final, by majority vote, unless the matter triggers a higher threshold.
For matters that cannot be resolved internally and are too sensitive for a full membership vote (such as interpersonal disputes between organizers), external mediation or arbitration is available.
The Federation does not litigate disputes among members in court. By accepting membership, groups commit to internal resolution processes first.
What changes and what doesn’t
The thresholds, structures, and rules above can be changed by the membership through bylaw amendment (two-thirds vote). The founding architecture cannot easily change: one-group-one-vote, no outside vote, asset-lock on dissolution, anti-capture clauses. These are the structural commitments that future members rely on.
A future membership that wants to fundamentally change the architecture (weighting votes, giving funders board seats, allowing profit distribution) can do so, but the path requires a supermajority and serious deliberation. The founding generation’s job is making those changes hard rather than easy.