Membership and Quorum Rules

docs/03-governance/00-overview.md introduces the Adaptive Governance Framework (AGF) — the network’s layered governance system — and the Dynamic Enterprise Agreement (DEA) — a versioned operating agreement replacing fixed bylaws — at a structural level, without numeric thresholds. docs/02-structure/02-united-micro-enterprises.md states an upper bound on UME (United Micro Enterprise — a small, self-managing venture team, ≤ ~15 people) size only — “up to ~15 people” — with no minimum count and no rule governing how a UME’s membership total interacts with its voting process. This section supplies that missing floor: a minimum-size and vote-parity rule, the coordinating entity’s voting share in a newly incubated unit, the bootstrap sequence for the network’s first units, and the size of the founding leadership group. It is the first place in this corpus that states a concrete numeric rule about who may vote, how many members a unit needs, or how votes are weighted.

Source and provenance. The material below is drawn from a single staged extraction of two source documents: ~/code/papr/misc/pio-001-p-context.md (45 lines, read in full) and ~/code/provide.io/content/english/governance.md (402 lines, read in full; its governance-relevant content is concentrated in the first ~60 lines). Both are unreviewed working notes — informal founder documents, not ratified specifications — and neither has been checked against a primary or published source. The two agree wherever they overlap. Numbers below are stated as the sources state them; where the two differ in wording rather than value, both wordings are recorded. The source material uses “Cell” or “Cellular Unit” for what this corpus’s current vocabulary calls a UME; docs/appendices/lineage.md §4 records the rename. Quotations below preserve the sources’ original wording; connective text uses UME.

A. Minimum Unit Size and Vote Parity

pio-001-p-context.md states the floor and the parity rule in a single sentence: “Each Cellular Unit must have a minimum of 3 member owners, and must always have an odd number member owners.” governance.md corroborates the odd-number requirement and adds a stated rationale absent from the first source: “An effort must be made to ensure that each Cell is occupied by an odd number of individuals in order to proactively prevent hung votes.” governance.md does not restate the floor of three; the two sources are complementary on this item rather than overlapping.

As stated across both sources, a UME’s membership must therefore satisfy two conditions: at least three member-owners, and an odd total count at every subsequent size, so that a vote among the full membership cannot tie.

This is a composition constraint on total membership, not a turnout requirement. Neither source specifies a minimum-participation threshold for a given vote to be valid — the word “quorum,” in the sense of a minimum share of members who must be present or voting, does not appear in either source, and no equivalent numeric figure does either. What the sources establish is that the pool of eligible voters is kept at an odd size, which prevents ties among however many members participate; it does not state what happens if fewer than the full membership votes.

This composition rule bears on the governance-capture patterns cataloged in docs/09-adversarial-analysis/02-governance-capture.md §9.2, particularly the coordination and coalition dynamics described there; that chapter treats the detection and resistance side of the boundary, and its content is not restated here.

B. The Coordinating Entity’s Voting Share in Incubated Units

pio-001-p-context.md states: “provide.io, being the Nucleus, will own at least 50% voting rights of all Cells that have been successfully incubated. The member owners of the Cell when then having the rest of the voting rights. The owners of each cell will then have the same privileges within provide.io, and the ICN.” (“The Nucleus” is this source’s own label for provide.io’s incubating role; the corpus does not otherwise use “Nucleus” for provide.io and does not adopt the label here.) Three claims are bundled in that sentence: provide.io holds at least 50% of the voting rights in every successfully incubated UME; the UME’s member-owners hold the remainder; and those member-owners carry the same privileges within provide.io and the ICN (the reference cooperative business network) network-wide, not only within their own unit.

governance.md corroborates the figure with different wording: “Each Cell within the ICN will be a legal entity that is provisioned, and managed, by provide.io. In return for that, provide.io will own 50% of the Cell.” This states 50% as a flat figure rather than a floor, and attaches it to ownership of the unit rather than explicitly to voting rights. The two sources use different framing — a floor stated as voting rights against a flat figure stated as ownership — but they agree on the number itself; a targeted check for a differing figure (55%, or any other percentage) across the source material found none. This section states both wordings rather than resolving them to one.

This figure is also a registered open question: docs/appendices/open-questions.md §3.1 (Entry 1) records that a third source, cited there only secondhand and not independently located in this extraction, attaches a 55% figure to the same relationship. The two sources checked for this section agree with each other; the register is the authoritative account of what remains unsettled across the wider source material, and this section should not be read as closing that question. Whether provide.io’s share is fixed for the life of a unit or tapers as the unit matures is a separate question the sources here do not address; docs/appendices/open-questions.md §3.5 (Entry 5) records it as open.

C. Bootstrap: Three Seed Units

pio-001-p-context.md describes the network’s first units: “To bootstrap the ICN, PIO will form 3 cells, which are intentionally small, and localized, business entities.” The three domains named are finance (managing financial connections, such as between credit unions, micro-loan services, or crowdfunding), property (managing renting, leasing, or purchasing), and service-labor (teams of service-industry workers specializing in areas such as cooking, cleaning, technology, event management, catering, and education).

The source’s own count is not a strict three: it states “3 cells” as the topline figure, then describes the third, service-labor domain as “one, or more” units — allowing that domain to expand into multiple units without stating a maximum. The “3 cells” framing and the “one, or more” qualifier appear in the same passage and are not reconciled there; this section states the ambiguity rather than resolving it to a single number.

D. Founding Leadership Group

pio-001-p-context.md states: “provide.io will assemble a leadership team of 5 through 9 entrepreneurial leaders in areas such law, economics, behavioral science, technology, and more.” governance.md corroborates the same range with an adjacent but not identical domain list: “The initial cell is composed of 5-9 leaders with expertise in fields such as law, finance, psychology, education, and any other fields that will be required to successfully test provide.io out.”

governance.md alone names this group later in the same document: “The ICN is meant to begin with the Officium Cell, which sets up the initial test Cells, and ensures processes, and resource alignment, are constantly being observed by an AI.” The name “Officium Cell” for the five-to-nine-person founding group is sourced only to governance.md; pio-001-p-context.md does not corroborate it.