# Welcome these are the rules that describe how we make decisions together. ### I want to... [propose something](/circles/proposals) find out about how [Equal Care Co-op](/circles) works [vote](/the-bylaws/voting) # Our rules & bylaws These are the governance and members' rules set by the directors and approved by the members. The bylaws include Equal Care Co-op's Rules of Incorporation. This site () is our bylaws. They don't exist anywhere else. Any printed documents or other electronic documents which aren't in this site may not represent the up-to-date agreed version of how we work together. Our bylaws and their connected policies and procedures (located at our soon-to-be-public policies.equalcare.coop) are reviewed once every year at the least but it's better to think of them as an on-going, dynamic picture of the decision-making processes and working practices we're experimenting with at the moment. Each new publication version of this Gitbook document represents an update agreed as part of a Purpose Circle meeting and is based on feedback and input from members. Changes can be small or big. # the registered rules think of these as the Equal Care co-operative's DNA... If there's any inconsistency between the bylaws and these rules, the rules win out {% file src="/files/-LKvzSO2hyQa9e8cEzqh" %} the original, signed rules of incorporation {% endfile %} We start with the rules. You can download the full document by clicking on the link above. The Rules are the basis of our written agreements about power, decision-making and values. Everyone is affected by these rules because they define how we work. This is regardless of whether or not they are members of the co-operative. ### Why are they important? Because bad rules can do bad things: they can exclude people, give too much power to one group and create poor culture. If members of our co-operative don't know the Rules, they lose access to power and decision-making. ### They're really, really long. We know! They're also very excluding because they're long and there's a lot of legalese that we're not allowed to change. We have created an audio file of each chapter for listening in small doses (you'll soon be able to find these at the top of this page). We have also focussed on the most important and relevant parts of the Rules and put them in the sub-headings for this guide. Where you see words in quotation marks, those paragraphs have been lifted directly from the Rules. We'll be adding them to video, with sub-titles and producing an Easy Read version too. ### Can I still be a member even if I don't read the original rules? Yes, of course you can (although if you are able to read long documents, we really encourage you to read through them at least once). Please tell us how you prefer to process information and we shall do our level best to adapt. # purpose this is our legal purpose as a co-operative: we actually have two. The first is about being a co-operative and the second is about what we - Equal Care Co-op - have set ourselves up to do. #### What the Rules say > "The purpose of the Co-operative is to carry out its function as a co-operative and to abide by the internationally recognised co-operative values and principles of co-operative identity as defined by the International Co-operative Alliance. This rule may only be amended by an[ Extraordinary Resolution](/the-bylaws/voting)." > > #### Where the co-operative values and principles came from... {% embed url="" %} The Rochdale Pioneers and beyond {% endembed %} And here are those values and principles, set out below. These are what Equal Care Co-op has signed up to by becoming a co-operative. How are we doing? ![](https://2328788681-files.gitbook.io/~/files/v0/b/gitbook-legacy-files/o/assets%2F-LEGcZZZnu-zRdYOOpUk%2F-LKvy3uZ5eic-jwEaFu2%2F-LKw563vTdfek8wQqNqt%2FCooperative%20Principles%20ICA.png?alt=media\&token=b8bc094f-8207-4143-9b5b-09b165ac81c0) ### Our objects #### (Objects is a legal word. It describes Equal Care Co-op's purpose and activities and is set out in our Rules) > "The objects of the Co-operative shall be to carry on the business as a co-operative, in particular by delivering a fair, relationship-centred, co-owned care and support service that matches, supports and develops the users and the givers of the services of the Co-operative. > > Users of the services of the Co-operative may also give paid and voluntary care and support and participate in any other activities which advance the aims of the Co-operative. > > The Co-operative may carry on any other trade, business or service as the Members deem fit." We know. It's not particularly snappy. But those are the Rules for you. # voting how the voting works {% hint style="info" %} **Extraordinary Resolution, Special Resolution and Special Majority:** Over 75% of members present needed to secure the vote **Ordinary Resolution:** Over 50% of members present needed to secure the vote {% endhint %} ### what the Rules say > In accordance with the Co-operative Principle of democratic member control, each Member shall have one vote on any resolution to be decided in general meeting, provided that: > > (a) any resolution to be passed as a special resolution under the Act must secure a special majority (as defined by the relevant section of the Act) of Eligible Members present, including those not present in person; > > (b) any resolution not defined by the Act as a special resolution shall be passed as an Extraordinary or ordinary resolution as set out in these Rules, provided that Investor Members shall not have more than 10% share of the voting strength on any Extraordinary or ordinary resolution. {% hint style="info" %} **Proxy Voting** > A Member who is absent from a general meeting may appoint any person to act as their proxy, provided that no person shall hold a proxy for more than five Members at any one time in any general meeting. > {% endhint %} # directors who are they, how are they appointed {% hint style="info" %} Go to to see the list of current directors. {% endhint %} ### what the Rules say > The Co-operative shall have a Board of Directors comprising not less than three Directors. > > The initial Directors of the Co-operative from registration until the first annual general meeting shall be appointed by the Founder Members. > > Only Members of the Co-operative who are aged 18 years or more may serve on the Board of Directors. > > The Board of Directors shall be elected by and from the Co-operative’s Members. The composition of the Board of Directors following the first annual general meeting shall be as follows: > > (a) Not more than Five Supported or Advocate Members; > > (b) Not more than Five Worker Members; > > (c) Not more than Two Investor Members. > > The Board of Directors shall endeavour to ensure that its composition reflects the number of Members in each category, to maintain a representative balance. This shall be reviewed by the Directors from time to time. #### Powers to appoint ("co-opt") > In addition the Board of Directors may co-opt up to two external independent Directors who need not be Members and are selected for their particular skills and/or experience. Such external independent Directors shall serve a fixed period determined by the Board of Directors at the time of the co-option, subject to a review at least every 12 months. External independent Directors may be removed from office at any time by a resolution of the Board of Directors. > > The Board of Directors may at any time fill a casual vacancy on the Board by co-option. Co-opted individuals must be Members of the Co-operative and will hold office as Director only until the next annual general meeting. {% hint style="info" %} You can find out more about nominating someone, voting for or becoming a Director yourself at (accessible to members only). {% endhint %} # members meetings not to be confused with board (purpose circle) meetings or working meetings... ### what the Rules say > "The Co-operative shall, within six months of the end of the financial year, hold a general meeting of the Members as its annual general meeting and shall specify the meeting as such in the notice calling it. > > The business of an annual general meeting shall comprise, where appropriate: > > (a) The receipt of the accounts and balance sheet and of the reports of the Board and Auditor (if any). > > (b) The appointment of an Auditor, if required. > > (c) The election of the Board or the results of the election if held previously by ballot. > > (d) The application of profits. > > (e) The transaction of any other business included in the notice convening the meeting. > > In accordance with the Co-operative Principle of democratic member control, the Co-operative shall ensure that, in addition to the annual general meeting, **at least three** other general meetings are held annually. > > The purpose of these meetings is to ensure that Members are given the opportunity to participate in the decision making process of the Co-operative, review the business planning and management processes and to ensure the Co-operative manages itself in accordance with the co-operative values and principles." ### And if the members want a meeting, they don't have to wait for the Board... {% hint style="warning" %} "The Board of Directors upon an application signed by one-tenth of the total number of Members, or 100 Members, whichever is the lesser, delivered to the registered office of the Co-operative, shall convene a general meeting. The purpose of the general meeting shall be stated in the application for and notice of the meeting. No business other than that stated in the notice of the meeting shall be conducted at the meeting." {% endhint %} # members who makes up the membership of Equal Care Co-op ![how we make decisions as a co-operative](https://2328788681-files.gitbook.io/~/files/v0/b/gitbook-legacy-files/o/assets%2F-LEGcZZZnu-zRdYOOpUk%2F-LO7h8Fy4pUtEftrFvtS%2F-LO7hWCddqYj3vAbiJh6%2Feccoo%20Voting%20Structure.jpg?alt=media\&token=55211aeb-67e9-4384-b250-af265f449b48) We are a multi-stakeholder co-operative, which means we are collectively owned by several member groups: it is the people who give and receive care and support who share the control. We also have some representation from the people supporting our vision financially (although they have limited voting rights). The Members are the ultimate decision-makers, although lots of those decisions are delegated to help the co-operative run well. {% hint style="info" %} The pages at[ ](https://equalcare.coop/join) have more information about the membership types and how to become a member. {% endhint %} # members commitment what you commit to when you become a member ### what the Rules say > "All Members agree to attend general meetings and take an active interest in the operation and development of the Co-operative and its business. Members have a duty to respect the confidential nature of the business decisions of the Co-operative." ### what the bylaws say Upon becoming a Member of any category, you agree to honour the Members Commitment: 1\. The bigger Equal Care Co-op vision matters to me 2\. I will make efforts to learn about the co-operative principles and the work of Equal Care Co-op 3\. As far as I am able, I will participate actively in shaping the co-operative and help safeguard its future (As well as coming to our annual and quarterly members' meetings, some examples of active participation may include introducing us to someone who can help, giving some volunteer time, advocating for change, sharing us on social media or simply talking about it to a friend). # "cardinal" member Because the workers will be doing most of the day-to-day decision-making as they work towards the world we want, they will naturally have more of an effect on how the co-op goes about its business. We recognise this by identifying them as the ‘Cardinal’ Members group. This does not mean that the Worker Members have any additional voting power and is not a separate category recognised by the Rules of Incorporation. What it does mean is that Worker Members need to exercise particular care to avoid accidentally skewing the interests of the co-operative more towards their own group. Some examples of this might be: charging people getting support more in order to get higher wages, putting more paperwork onto people being supported and their families, or imposing schedules where there could have been more of a choice for the person. There are a few ways we are balancing this risk: Formal, defined role for the Supported Members Circle, which sits within the Supported Members as a whole and has two people in it also on the Purpose Circle. Keeping the flow between Worker Members and Supported Members two-way. It will be common for Worker Members to have experience of being on the Supported side and we will actively welcome and encourage transitions from Supported to Worker Membership. Looking at the data. If we see a much larger level of participation from people who are Worker Members we will re-double our efforts to bring in meaningful decision-making from Supported and Advocate Members. This may also include widening the eligibility criteria to be an Advocate Member. Making it take longer to join as a Worker Member. The minimum probationary period for any of our worker based contracts and agreements is four months (volunteers and independent care and support workers). For employees it is six months. This means we can be absolutely sure that people working in the key positions (and greatest positions of day-to-day influence) in the co-operative have to have been there long enough to demonstrate both their commitment and their competence. # member benefits the support and benefits of membership We are a multi-stakeholder co-operative, with four categories of members. There are benefits that apply to all members and benefits that apply only to specific categories. We hope that you will enjoy being an active part of a kind and supportive community where you will have opportunities for personal growth, a chance to learn new skills, make new connections and work with others for positive social change and in new and innovative ways. {% hint style="info" %} You can find further resources for membership at . {% endhint %} # decisions the members set the direction and decide the future and priorities of the co-operative Members are the ultimate decision-makers for Equal Care Co-op. While we may delegate decision-making to e.g. directors, co-ordinators, circles and leaders of work areas, all mandate traces back to the members. Becoming a member means you have a voice in what we do and how we do it. You are able to vote at meetings and be involved in guiding the direction of the organisation. # dividend sharing out the surplus (when it exists!) ### What the Rules say > Any profits of the Co-operative shall be applied as follows in such proportions and in such manner as may be decided by the Co-operative at the annual general meeting: > > (a) To a general reserve for the continuation and development of the Co-operative; > > (b) To paying dividends to Members, either equally or in accordance with some other equitable formula which recognises the relative contribution made by each Member to the business of the Co-operative; > > (c) To making payment for social, co-operative or community purposes within the community served by the Co-operative. {% hint style="info" %} “Surplus” is what's left of annual income after expenses and other financial commitments (like loan repayments) have been met. {% endhint %} Being a Member may entitle you to a share of future distribution of surplus revenue, if and when the Board and Members decide together that surplus will be distributed. These decisions happen at the Equal Care Co-op's Annual General Meeting (AGM). Members decide what proportion of the surplus is reinvested into the co-op, what proportion is directed to socially beneficial projects and what proportion is distributed to co-op members, which may vary between membership categories. Being a member makes you eligible to receive the distribution, but does not mean any distribution will necessarily be made. # education members resources and learning ### What the Rules say > "In accordance with the Co-operative Principle of education, training and information, the Co-operative shall provide potential Members with information about what the role of a Member is within the Co-operative and will provide training in the skills required to be a Member and to participate in the operation of the Co-operative. > > The Co-operative shall provide ongoing education and training in co-operative values and principles and associated topics. The Co-operative shall support its Members by ensuring that general meetings are accessible and encourage participation." ### what these bylaws say Our co-operative will offer: (a) A proper thank you and recognition for your contribution, whatever that may be. We value all our members and the different perspectives they bring to the organisation. (b) A Members Welcome Pack (induction) to help you get to know more about who we are and how we work together to achieve our aims. We will give you information in lots of different ways (online text resources, audio, videos, printed handbooks and illustrated guides). We all learn about and interact with the world in different ways. (c) Plenty of encouragement and support from your fellow members to help you learn about the organisation and about co-operative ways of working. Asking questions is a strength. (d) For Worker, Supported and Advocate Members, support from one individual in particular - your [Link Person](/circles/circle-roles/link) - who will be your buddy and go-to person for any questions you may have and to help you identify what will help you to feel like you can make your best contribution. (e) A quarterly welcome event for all new Members to optionally attend. # supported members eligibility for supported membership #### What the Rules say "Any regular user supported by the services of the Co-operative may be admitted into membership. The Board may, by providing prior written consent, accept an application from a Supported Member to change their membership category to become a Worker Member. Such a Member shall cease to be a Supported member from the date the consent to change membership category is issued by the Board." #### What the Bylaws say To become a Supported Member: (a) Any person supported by Equal Care Co-op, whether through volunteer or paid support, may apply to become a member after two months of regular support. If someone stops being supported by Equal Care Co-op, this automatically ends Supported Membership. {% hint style="info" %} Regular support consists of at least two hours per week, excluding any trial period. {% endhint %} (b) There is a short application form to complete: 1. Why do you want to be a member of Equal Care Co-op? 2. What is it about the Equal Care vision that matters to you most? 3. Please can you tell us about a particular concern or issue about care and support work that you would like to see change and see Equal Care Co-op doing? (c) And you need to agree to the [Members' Commitment](/the-bylaws/members/members-commitment) # people supported - why join? Why join as a Supported or Advocate Member of Equal Care Co-op? You can see more about the general benefits of being a Member of Equal Care Co-op [here](/the-bylaws/members/what-the-co-op-does-for-you). These benefits are specific to Supported Membership: (a) Preferential access to volunteer support. # advocate members eligibility for advocate membership (you represent someone being supported) ### **What the Rules say** **Advocate Members** "A person may be admitted into membership as an Advocate Member subject to them meeting specified eligibility criteria as determined by the Board from time to time and in accordance with the Society’s membership offer. A person may not be admitted as an Advocate Member if the person they are advocate for is a Supported Member or has the capacity to become a Supported Member." {% hint style="info" %} If someone being supported has fluctuating abilities to be involved, they can still become a Supported Member themselves and appoint a relative or friend to act as their [proxy](/the-bylaws/voting). {% endhint %} ### What the bylaws say To become an Advocate Member: (a) the person for whom you are an Advocate Member must be being supported by Equal Care Co-op. If they stop being supported by Equal Care Co-op this automatically ends your Advocate Membership. (b) there is a short application form to complete of the following three questions: 1. Why do you want to be a member of Equal Care Co-op? 2. What is it about the Equal Care vision that matters to you most? 3. Please can you tell us about a particular concern or issue about care and support work that you would like to see change and see Equal Care Co-op doing? (c) you need to agree to the [Members' Commitment](/the-bylaws/members/members-commitment) # worker members eligibility for worker membership ### **What the Rules say** **Worker Members** "Any person that is an Employee or providing paid or voluntary services via the Cooperative which for the purpose of these Rules shall be known as “Workers” may be admitted into membership except that the Co-operative in a general meeting may by an ordinary resolution decide to exclude from membership: (a) Newly appointed Workers during such reasonable probationary period as may be specified in their terms and conditions of engagement; (b) Workers working less than a prescribed number of hours per week (or per month);" ### What these bylaws say Newly appointed workers, whether they are employees, independent workers or volunteers, must: (a) complete the probationary period defined in their Equal Care Co-op contract or agreement. (b) satisfy any membership eligibility criteria defined in their Equal Care Co-op contract or agreement. (c) complete a short application form to become a Worker Member answering these three questions: 1. Why do you want to be a member of Equal Care Co-op? 2. What is it about the Equal Care vision that matters to you most? 3. How do you see your contribution to Equal Care Co-op growing or changing over time? (d) agree to the [Members' Commitment](/the-bylaws/members/members-commitment) (e) not be subject to any unresolved concerns, complaints or issues to do with their behaviour, work or conduct. {% hint style="info" %} You can find out more about membership from your contract or agreement with Equal Care Co-op or talk to your [Link](/circles/circle-roles/link) or a member of the Purpose Circle {% endhint %} # workers - why join? Why join as a Worker Member of Equal Care Co-op? You can see more about the general benefits of being a Member of Equal Care Co-op [here](/the-bylaws/members/what-the-co-op-does-for-you). These benefits are specific to Worker Membership: (a) First access to new work opportunities: all new work which is directly contracted by Equal Care Co-op shall be advertised exclusively to Worker Members for at least 7 working days. (b) First access to training opportunities: any training opportunity that is not directly required in the course of carrying out your job shall be exclusively offered to Worker Members for at least 3 working days. # investor members eligibility for investor membership ### **What the Rules say** **Investor Members** "Any natural person, nominee for an unincorporated body, firm, partnership or corporate body that supports the objects of the Co-operative may become a Member." "Investor Members shall not have more than 10% share of the voting strength on any Extraordinary or ordinary resolution." This is to preserve the overall purpose of Equal Care Co-op. ### What the bylaws say To become an Investor Member you: (a) invest during an Equal Care Co-op Community Share Offer. The terms and conditions of your investment are defined by the Share Offer documents. You stop being an Investor Member if you withdraw the full value of your investment. (b) agree to the [Members' Commitment](/the-bylaws/members/members-commitment) # Circles - who decides what they are and how they work {% hint style="info" %} We want our decision-making to be: * High-quality * Inclusive * Transparent * Made in good time {% endhint %} Equal Care Co-op runs on self-governance using a hierarchical structure of semi- autonomous, inter-linking Circles which are responsible for policy decisions within their areas of responsibility. 1. Each Circle is guided by input from the more general circle it is linked to and co-operative members through the Circle thread in the main Equal Care Co-op Forum on Loomio. 2. Every Circle has: 1. Aim - A description of its purpose 2. Domain(s) - The work areas and tools it has control over 3. Term - how long will the Circle run for? 4. Membership - the people who are part of the Circle and how to join 5. Work Roles - the roles the Circle creates to fulfil its aim 3. Circles are linked to one another in a hierarchical structure. Broader Circles set or consent to the aim and domain of more-focused Circles within the broader Circle’s domain. 4. Linked Circles have overlapping members: The Leader and the Delegate. These shared members form a link between broader Circles and their more focused Circles, so that influence may flow in both directions (in hierarchical terms, both top-down and bottom-up). Because Leader and Delegate are also Full Circle Participants of the next broader Circle, they have to be confirmed by that Circle. 5. Except where confidential or sensitive information is being discussed, all Circle Meeting Records are visible to all Members of Equal Care Co-op. {% hint style="info" %} You can find out more about our governance structure at {% endhint %} # long-term decisions These are the decisions which affect how the co-operative does its work over at least a six month timescale. This also covers any decisions mentioned in the Rules of incorporation. {% tabs %} {% tab title="Members Circle" %} ### Who? All members of the co-operative (supported, workers, advocates, investors). ### When do they meet? Four times a year: one annual general meeting and three general meetings. ### What do they decide? 1. High-level strategy 2. Who joins the board 3. Distribution of surplus 4. Dismissal of members 5. Annual budget NB: Decisions will be made using the [Consent process](/circles/consent) in the first instance with the Voting to follow. ### Any jargon I need to know? The 'Members Circle' is the same as the 'General Meetings' section of the Rules which discusses [meetings of the members](/the-bylaws/members-meetings) (parts 42 - 72). Its processes are as set out in the Rules of incorporation. The Members Circle uses the same organising processes set out in the [everyday decisions](/circles/everyday-decisions) section, with some additional support for making decisions with large groups. {% endtab %} {% tab title="Purpose Circle" %} ### Who? The Board of Directors, together with any members they co-opt and the Leader and Delegate of the Co-Circle. ### When do they meet? Pretty regularly, at the least they meet quarterly. At the most, it's every fortnight. ### What do they decide? 1. Budgets, funding applications and future development of the co-operative (up to 6 months or 1 year). 2. Contracts which bind the co-operative. 3. Appointing and dismissing employees. 4. Appointing members. 5. Assessing the work of the co-operative and changing things for the better if they see that Equal Care Co-op is drifting away from its mission. ### Any jargon I need to know? The Purpose Circle is the same as the Board of Directors described in the Rules of incorporation and is bound by those Rules. All the Rules set out in sections 73 - 110 apply to the Purpose Circle. The Purpose Circle uses the same organising processes set out in the [everyday decisions](/circles/everyday-decisions) section, except where decisions must be made which are solely the remit of the Directors (as set out in the Rules of incorporation sections 96 - 102). In these cases the voting processes apply. The role of Chairperson is the same as the [Facilitator ](/circles/circle-roles/facilitator)role. The role of Co-operative Secretary is the same as the [Logbook Keeper ](/circles/circle-roles/logbook-keeper)role. {% endtab %} {% endtabs %} # everyday decisions how equal care co-op is run and gets things done The organizational governance structure of Equal Care Co-op uses interlinking Circles. A Circle is a group of people with a specific purpose (called an aim) who work together to accomplish that purpose. This involves making operations and policy decisions by consent within their specific area of responsibility (called a domain). No circle’s policies shall conflict with the law, these bylaws, the principles and methods of sociocratic governance as defined in these bylaws, or the policies of other circles. # circle records how and where each circle keeps its records Each circle shall create and maintain a logbook located at that includes but is not limited to: 1. Circle's Aim 2. How the Circle fits into the co-operative's vision, mission, aims, bylaws, rules, procedures and strategic plan (i.e. which aspects is the Circle paying attention to or taking responsibility for?) 3. Diagram of the Circle structure 4. Budgets of both the Circle and how that fits into its parent Circle 5. Circle policy decisions and meeting notes 6. Circle development plans 7. Individual members’ aims, process and work roles and responsibilities, and development plans 8. Any other documents that record the business of the Circle Circle members shall have a copy or easy access to a copy of the circle logbook. Circle members shall maintain their personal logbook with their aims, roles and responsibilities, development plans, and any other documents related to their individual roles and responsibilities as circle members. # consent making decisions - who and how Decisions in Circles are made by consent, including selection of people for Circle roles, except as required by law and/or as otherwise stated in the bylaws. a. Meetings and decision making will generally proceed as outlined in the Consent and Meeting Process Summary Guide b. Consent is defined as having no paramount argued objections. i. Paramount objections are based on the purpose and responsibilities of a Circle and not on personal preferences. ii. Argued objections have a clearly-stated rationale, allowing the Circle to collectively take responsibility for possible resolutions. c. Before a decision can take effect, every member of a Circle must consent. Each Circle shall establish its own written policy defining a quorum for conducting business and its procedures for obtaining consent from absent members. d. Inability to Reach Consent: If a Circle cannot achieve consent on a proposal within three meetings, the facilitator can delegate the decision to the next broader Circle. e. The principle of consent shall not apply to all circle members in two classes of circle decisions: **Circle Elimination or Redefinition** The operations leader and representative(s) of the lower circle may participate in any discussion of dissolution or restructuring of their circle but their consent shall not be required for the higher circle to make a decision. **Personnel Decisions** A circle member or members about whom decisions are being made may participate in any discussions but shall be excluded from participation in consent decisions related to their own benefits of employment, compensation, or service. # working in circles Every co-operative member can become a full participant of a Circle. However, (with the exception of the Purpose Circle) we expect the majority of circle members to be Worker Members or people we employ who decide not to become co-operative members. This section should be read in conjunction with the recruitment, selection and role-shaping policy. The intention of the Circle is to be inclusive and welcoming, balanced with the responsibility to respect and commit to the Circle's progress towards achieving its aims. A Circle can set additional criteria for full participation relevant to the Circle’s domain as long as they are clear and transparent. No one may be denied joining a Circle or asked to leave a Circle on the basis of personal preferences. New Full Circle Participants may be asked to “get up to speed” by talking or working with a Participant between meetings so as not to slow down the work of the Circle. If a Participant is having difficulty following the guidelines of a Circle, the Circle may initiate a respectful and open-minded conversation to support them in doing better or leaving the circle. This may or may not trigger a grievance and disciplinary process. As a last resort, if difficulties are not resolved, a participant may be asked to leave a Circle by a proposal requiring consent. This participant may not object to the group’s decision. This may or may not trigger a grievance and disciplinary process. Guest Participants Attending Circle Meetings: Co-operative Members of any category are welcome to attend any Circle's meetings but may be asked to absent themselves for any confidential discussions. Guest Participants can always participate in a meeting's opening and closing go-rounds. Circles will reserve up to 15 minutes near the beginning of a Circle meeting to hear any concerns. The Circle may choose to invite anyone to present or comment on any topic at any time. The Circle may choose to include a guest in go-rounds. There are three types of Circle Participants: Full Participants, Learning Participants and Guest Participants. Only Full Participants can be nominated to be responsible for Equal Care Co-op[ governance roles](/circles/circle-roles). # Full Circle Member Except for the Purpose and Members Circles, Full Circle Participants are every person with a common aim who has a significant role in the day-to-day delivery and operations of the co-operative. To ensure well-run productive Circles, every Circle will have a defined membership of individuals who agree to the following guidelines: a. attend Circle meetings regularly b. inform the Circle Secretary if you will be absent c. carry out the Circle’s work in between meetings d. make an effort to resolve interpersonal conflicts that occur within the Circle - if you have an issue with one person, speak with the person privately or ask for help e. work to fulfill the purpose and promote the progress of the Circle f. think about what is best for the community g. think in terms of solutions h. assume another person’s goodwill i. address others with respect j. avoid personal attacks k. speak only for yourself, or identify those for whom you are speaking l. offer and willingly accept feedback. # Learning Circle Member The person cannot commit to attending all circle meetings and taking on Work Roles in the Circle. Or... The person is on their probationary period and learning about how sociocratic governance works. The Circle decides how long people are learning circle members for. # Circle Guest People who are part of a circle may or may not be members of the co-operative. Any member of the co-operative has the right to request participation in any Circle Meeting (as a guest). The level of participation will depend on the Circle but in general: 1. The Circle guest participates in the introduction and closing rounds of the meeting. 2. Any questions that the guest has should either be in asked in advance, in a dedicated space at the meeting itself or afterwards to the Circle Leader or Delegate. 3. The Circle guest agrees to absent themselves during any discussions of a confidential nature, as defined by the Circle or Equal Care Co-op's policies and procedures (for example, Vulnerable Adults Policy). All Circle Meeting minutes and membership will be available to members of the co-operative. # process roles these are the roles that keep the co-operative healthy, inclusive and happy. They are fundamentally important. They are not about the work that we do, but about how we do that work. ### General Points Process roles are not related to Membership of the co-operative. The only exceptions are the Purpose Circle roles and the Co-Circle roles. You do not have to be a Member to fulfil any of the roles beyond these Circles. Any person may fill more than one role, and roles may be combined. The only exception to this is the Leader and Delegate role. All roles are selected by the Full Participants of a Circle using the [Nominations ](/circles/join-or-leave-a-circle)process. The only exception to this is in the case of the Co-Circle Leader, who must be mutually selected by the Purpose and Co-Circle Full Participants. Any person may appoint a substitute to cover their role if they are absent from a meeting or that substitute may be appointed by the Facilitator, Secretary, Delegate or Leader. A Circle may rotate its roles in order to support the learning and development of Full and Learning Circle Participants. However, any agreement to do this must: (a) notify other Circles of the rotation and record this in the Minutes (b) evaluate the rotation process and review with each handover (c) nominate an experienced 'back-stop' person who will co-ordinate handovers and pick up gaps for that particular role Equal Care Co-op will train all current and prospective Circle Participants in the relevant roles. # facilitator "Is everyone being heard? Are meetings effective?" The role of the Facilitator is to conduct Circle meetings, provide leadership in the decision-making and proposal-shaping process, support listening and mutual understanding, and ensure that the Circle is functioning based on the principles and methods set out in these bylaws and known (largely) as Sociocracy. **Role checklist** * [x] Facilitates circle meetings * [x] Pays attention to equivalence during meetings (is everyone being supported to participate fully?) * [x] Leads on planning the agenda * [x] Can distinguish the 'facilitator' voice from their own participation as a Full Circle Participant # secretary "The secretary never forgets..." The role of the Secretary is to manage the affairs of the Circle and perform tasks related to its functioning, such as arranging and announcing Circle meetings, preparing the agenda in consultation with other Circle members, distributing study materials and proposals, taking minutes or ensuring that minutes are taken, distributing minutes, and performing any other tasks assigned by the Circle. As the keeper of the records, the Secretary interprets policies when questions **of meaning or intent** arise. **Role checklist** * [x] Keeps track of the tasks in the backlog and keeps these in view * [x] Keeps track of the Circle Budget (if one exists) and presents variances and expenditure at each Circle Meeting * [x] Supports planning the agenda, adding from the backlog * [x] Keeps track of all circle documents * [x] Interprets the meeting minutes in case of disagreement * [x] Ensure the meeting is recorded: Attendance, Decisions, Actions and important notes * [x] Ensure everything is stored accessibly and transparently # delegate "So there's a couple of people saying this, a couple of people saying that..." The role of the Delegate is to represent the interests and decisions of the Circle to its broader Circle. The Circle selects its Delegate(s) and this is confirmed by the broader Circle. A Delegate is a full member of both the Circle and its broader Circle (the broader Circle consents to the Delegate proposed by the more focussed circle). The Delegate and Leader roles may not be combined. This is an important role for ensuring all voices are heard - the Delegate pays great attention to the sociocratic value of *equivalence*. The Delegate is a highly consultative role, seeking out and looking to clarify opinions of individuals both within circle meetings and outside them. Like the Facilitator, the Delegate must be good at judging the overall mood of the circle - where is it at? How are people feeling? Unlike the Facilitator though, the Delegate must be looking at this in a wider context (past, present, future and where and how the circle sits amongst the other circles in the network or organisation). If the Leader pays attention to the future, the Secretary to the past and the Facilitator to the present, the Delegate must transcend all these and pay attention to the gestalt - beyond time! **Role Responsibilities** * [x] Pays attention to the different voices and opinions in the circle * [x] Full Circle Participant of the circle and its next broader circle * [x] Reports bottom-up to the wide context of the circle * [x] Participates as an equal in the broader circle decision-making * [x] Keeps track of their Circle's work and overall experience (how transparent is it, how happy are people with it, within and without the circle) **Role Qualities** * [x] An excellent listener * [x] Notices and respects differing views, perspectives, opinions * [x] Alive to the experience of marginalised identities and unheard voices * [x] Actively seeks out and consults others * [x] Can summarise different views and separate out their own opinion within them #### Recommended Term At least six months to a year. # leader "Did you remember to do...?" The role of the Leader is to oversee the operational work of the Circle in the service of the circle's aim and on the basis on consent. The Leader communicates the interests and decisions of the Circle’s broader Circle. Their role is to pay attention to 'the bigger picture'. They pay great attention to the sociocratic value of *effectiveness*. It's a role that lots of people can do. Any member of a circle may be nominated into the Leader role and every member may have held that role at some point in their circle. It's a 'both-and' role: you are running partner, challenger, coach and cheerleader. You pay attention to what's been agreed (by consent) and you're there to help and ensure that those agreements and plans actually happen. Then if they're not, to act with curiosity and kindness to find out why and what you can do to help get things started again. You listen, ask for suggestions and propose how to move things forward. It's the balance between holding circle members accountable and trusting and letting go. Another way of thinking of it: giving direction to the circle's work whilst proactively dispersing power. Notice what falls through the cracks, what needs to be picked up? This includes asking regularly for feedback on style and approach, how people want to be checked in with and how they like to be held accountable (what works for them?) and this is the 'uncomfortable conversations' role too by default. When a new Circle is created, the broader Circle that creates the Circle will select its Leader. Thereafter, the Circle may propose its own Leader, to be confirmed by the broader Circle. **Role checklist** * [x] Ensures that operations and decisions are moved along between meetings * [x] Follows up with Circle members and responds to any concerns or difficulties with agreed work. This includes being the named person for HR processes. * [x] Work within the frame of policy that's already been consented to by the Circle * [x] Ensures that decisions about apportionment of work or upcoming work are brought to Circle meetings. This may trigger creation of new roles. * [x] The Leader is a full, working member of the broader Circle. * [x] May make time-sensitive decisions without being authorized to do so by the Circle, but should make every effort to seek input before making a decision. * [x] Ensure time-sensitive decisions are reviewed at the following Circle meeting # logbook keeper maintains our decision-making records The role of the Logbook Keeper is to maintain the Equal Care Co-op logbook. This is the repository of all documents, meeting minutes and information relating to Circle and organisation operation and policy. **The Logbook Keeper makes sure that:** * [x] Details of Circle agreements, domain descriptions, selections, evaluation dates, minutes of meetings are recorded in a transparent and accessible way * [x] Circle Secretaries are aware of their roles in regard to the Logbook * [x] All circle and team roles (hats) are recorded and accessible, together with their review and term dates * [x] Ensuring accessibility for Co-operative Members in the wider organization * [x] Attending to all technical aspects of logbook keeping # peer supervisor "(You're brilliant). How are you doing...?" To be a Peer Supervisor for someone you will: * Be part of their welcome to Equal Care Co-op and support them to reflect on the work they are doing. * Be an informal mentor and cheerleader for that person. * Meet regularly, no less than once every three months (for independent workers) or once every couple of months for employed workers - you and your linked person decide this together . * Support problem-solving. Share the problem, solve it together, enlist others' help. You will have a resource list of who to go to in the coop to help with different issues and a checklist of where to find information. * Remember their birthday! Mark special occasions and co-ordinate kindnesses. * Remind others about any health or accessibility needs your linked person has and ensure equipment, venues, meetings, events etc are bearing these in mind. * Keep them up to date with news (as appropriate). Being a peer supervisor can be a lot of work, or a little, depending on who and how many people you are linked to, their strengths, needs and experience. * Everyone contributing their labour to Equal Care Co-op (regardless of whether they are a Member or not) has a peer supervisor. * People offering their time as peer supervisors will set up a profile of the style they use and what they can offer which will be available for all to see. Supervisor and supervisee choose one another based on their own preferences and experiences. * You cannot be a peer supervisor for someone if you have trouble seeing their value and potential or if you already have a close friendship with them and this would interfere with the peer supervision process. # work roles this is not 'how we do the work', this is 'the work that we do' A Circle may delegate responsibilities, tasks and authority to anyone to be carried out autonomously within the limits set by the Circle (examples: social media content creator, bookkeeper etc.) Work roles can be filled by more than one person but there is only ever one lead per role. The operational lead is responsible for ensuring that the responsibilities relating to that role get done. Circles are responsible for creating and changing their associated roles. Work Roles are created and changed regularly and a full list can be found at in the Roles folder of the Everyone folder in Drive. # proposals Since most decisions will be made in Main Circles or their sub-circles, the following section describes how Circles seek input, how individuals give input to Circles, and how individuals can appeal decisions made by Circles. The aim is both to maintain the integrity of Circles (including their ability to make decisions within their domain) and to have appropriate community input on those decisions. • Circle considers whether the issue is in its domain and whether it is a Major Decision • Circle seeks input: When a question comes to a Circle, the Circle may decide the question, research it, survey community members, seek out individual opinions, or send the question to another Circle for input or decision. A Circle may appoint a Helping Circle to research the question and make a recommendation. A Circle can ask for time in a Community Conversation to generate more input. How much input to request and what methods to use to gather that input is a judgment call of the Circle based on the issue’s complexity, impact, and/or potential controversy. • Any individual can give input to any Circle member. • Any individual can request to be heard by any Circle that they are not a member of. • All Circle meeting minutes will be publicly available, and will note upcoming issues as well as past decisions. • Community members may appeal the Circle’s decision in the following manner: Any three, unrelated individuals can appeal any decision to the Circle that made the decision. Those appealing will go to the Circle that made the decision, in order to confirm or amend that decision (in one session). If not successful in that session, those with concerns - along with Circle delegates - seek assistance from Care and Counsel to get resolution (within two sessions, or more if extended by Consent). If that is not successful, the appeal moves to the next broader Circle. A Circle identifies need for a policy creation or revision. The most complex and/or potentially controversial proposals may go through all the steps below. The feedback and decision-making process for simpler proposals may go through appropriately fewer steps. a. Circle may do a round of picture forming or reaction. b. Circle selects lead person responsible for revision process. c. Lead notifies the community that revision process is under way, including original policy and initial circle reaction (or new policy draft), and solicits feedback (picture forming).The notification includes a deadline for input and who to send input to. The depth of input gathering depends on how complex and/or controversial the issue is. Input may range from, at minimum, the lead reading the existing policy to, at maximum, the lead initiating a community survey and/or a Community Conversation and/or outside research. d. Lead writes draft (first) of revised/new policy, circulates that draft among Circle members and gathers feedback. e. Lead revises draft policy (second), publishes to community and gathers feedback. f. Circle reviews, amends and approves draft. g. Lead publishes draft (third) of policy to community with a deadline for input (for big issues hold a Community Conversation) and notice of the meeting date in which the Circle will decide the policy. h. Lead reviews community input, revises draft (fourth) of policy, and circulates to community i. Circle makes consent decision, including term and measures. j. Announce decision: Lead or Secretary posts policy in Community Agreements document, and decision is noted in Circle minutes. # Glossary circle - a group of people working together to achieve a common aim. All circles work in some way to achieve the overall aims of Equal Care Co-op. aim - every circle has one and this is used as a top-level guide to planning its work. It's also important as the basis for objections - e.g. does a proposal conflict with the aim of the circle? domain - areas of work (specific), documentation, sites and tools that the circle owns and controls. consent work decision policy decision work role process role