Operating Agreement

Goals, Structure, and Operation

Ownership

The 4 initial company members are listed in the public record via our annually renewed registration with the Georgia Corporations Division and each hold equal (25%) ownership share of SPA.

Management

SPAs management structure is divided into multiple “teams” that are responsible for the various aspects of managing the organization. All teams collaborate together to facilitate a positive and pleasant community:

Board of Directors: Consists of all members who hold ownership share of SPA. Responsible for overall business operation and legal responsibilities, such as filing annual registration, tax paperwork, opening financial accounts, and so on.
Steering Committee: Defines the goals of SPA, creates and maintains a Code of Conduct and Ownership Voting Procedure, schedules town hall meetings, schedules community votes as required/desired, maintains operational oversight of other teams, and acts as ambassadors for SPA to the wider community and other organizations as needed. Positions may be defined as the Steering Committee wishes, but at a minimum the following positions must be provided by the Steering Committee:
- Treasurer: Transparently (via publicly visible systems) tracks any donations or other funds controlled by SPA.
- Secretary: General scribe and policy maintainer, including recording meeting notes. Publishes policies (such as the Code of Conduct and Moderation Policy) in a publicly viewable Policy Book. May also serve as alternate Treasurer when needed.
Technology Team: Advises other teams on general IT issues, facilitates town hall meetings, provides technology solutions as needed by other teams (such as bots, automations, etc), manages the web site, and so on.
Moderation Group: Holds the authority to issue warnings, timeouts, and bans to community members. Defines, maintains, and follows a Moderation Policy, filed through the Secretary. Creates tickets for community reports, deliberates to determine any rule violations, and determines moderation actions as outlined by the Moderation Policy. Consists of various closely collaborating teams that are adjusted as demands shift over time:
- Discord Team: Administers the SPA Discord server.
- Matrix Team: Administers the SPA Matrix server.
- Events Team: Organizes and hosts official SPA events. At least one member of this team must be present to act as host and contact person at any official SPA event.

Finances

No member of SPA may personally profit financially from SPA activities, events, fundraisers, or any other revenue stream associated with SPA. All financial balances and transactions involving SPA must be transparently tracked via OpenCollective or a similar publicly visible system.

Membership

General membership is open to anyone who wishes to join and is contingent upon their following the Code of Conduct at all times.

Changes to this Operating Agreement

Approval for changes to this document requires affirmative majority votes from both the Board of Directors and the Steering Committee.

Transfer of Ownership

Owners may elect to transfer their ownership shares to another member or members. SPA ownership shares have zero financial value, and no financial compensation may ever be exchanged for shares.

No owner may ever hold less than 10% or more than 25% ownership share of SPA. In the event that there are ever fewer than 4 owners, additional owners must be assigned (using the Ownership Voting Procedure defined by the Steering Committee) from the General Membership before any other business operation may be conducted. If no additional owners can be found, SPA must immediately dissolve.

Prior to dissolving, SPA must donate all remaining managed funds from any SPA financial account to a charity not managed by any member with an ownership share of SPA.