Seegull Articles of Incorporation
Article I - Congress
Section 1: Congress
All legislative Powers herein granted shall be vested in a Congress of Representatives.
Section 2: The Congress of Representatives
The Congress of Representatives shall be composed of cooperative members elected as
Representative to the Congress by employees. Employees create representatives by proposing
a new Representative seat to the Congress via ballot initiative to the Congressional Chair. Each
representative can represent a minimum of 10 and maximum of 100 employees. Congress is
required to vote on the addition of new seats for any ballot with >10 non-representative
employee sponsors. Employees may also lobby Congress to reduce the number of
representatives via the same process. Any sitting representative that receives less than 10
votes will be removed from the list of Representatives and their constituents must then choose a
new Representative.
When vacancies happen in the Congress, the vacancy will be filled by lottery from within the
constituent group for a period not to exceed 360 days or until an election can be held. Neither
Representatives nor Representative-Candidates may be a sponsor for the creation of a new
representative. Members may not self-nominate or promote the nomination of themselves into
Representative positions.
Section 3: Elections
Elections are held every two years. Elections will be held during a designated 5 day election
week. Employees have the choice of one paid leave day to spend exercising their voting
preferences during this week. Elections will be administered and audited by a third party
approved by the Congress. Elections will use the ranked choice voting method.
Any person shall be eligible for nomination provided they have been a cooperative member or
employee for more than three years. Representatives are limited to five terms with no more than
two consecutive terms
Section 4: Powers and Duties of Congress
Congress shall be the Judge of the Elections, Returns and Qualifications of its own
Members,and a Majority shall constitute a Quorum to do Business.
Congress will have a rotating chair, chosen by lottery on an annual basis. The Chair is the
timekeeper, proposal barker, recordkeeper, designated signatory on behalf of Congress, and
first among equals where tie-breaking is required. No member can hold the position of Chair for
more than one term.
Congress shall keep a Journal of its Proceedings, and publish the same, excepting such Parts
as may in their Judgment require Secrecy; and the Yeas and Nays of the Members on any
proposal shall be entered on the Journal.
Congress has the sole power to recall a sitting board member, but does not have the power to
remove the board member from the cooperative.
Section 5: Rights and Disabilities of Members
Representatives shall retain their current salary and will be provided a work augmentee to
provide work coverage for legislative work days.
Section 6: Legislative Process
Congress will determine at the start of every legislative year the schedule of legislative work
days. A Legislative work day is one in which the Representative is working solely on the
business of the Congress and is on leave from their existing job during the work period.
Legislative work days should comprise no more 30 days per year. Congress must call a quorum
at least once per month. Additional work days may be approved by simple majority vote,
provided treasury funds can cover augmentee costs without incurring new debt.
Every proposal which is passed by the congress, shall be presented to the CEO; If they approve
they shall sign it, but if not they shall return it with Objections and the Chair shall enter the
Objections on their Journal, and proceed to reconsider it. If after such Reconsideration two
thirds of Congress shall agree to pass the proposal, it shall become policy. Votes shall be
determined by Yeas and Nays, and the Names of the Persons voting for and against the Bill
shall be entered on the Journal. If any proposal shall not be returned by the CEO within 30 Days
after it was presented, it will become policy.
No policy, varying the compensation for the services of the Representatives, shall take effect,
until an election of representatives shall have intervened
Section 7: Powers of Congress
Amends and Approves Annual Plan;
Approves external financing outside of Annual Plan;
Approves proposed management promotions;
Responsible for a public annual cooperative audit;
May refuse payments to Executive Branch;
Audit Executive Branch governance and business practices at will;
Oversee the Treasury;
Article II - CEO
Section 1
The executive Power shall be vested in a Chief Executive Officer (CEO)
The CEO shall hold this Office for the Term of five Years, and will be elected during election
week using the same process as that for Representatives, however all employees are eligible to
vote for the CEO.
Any person shall be eligible to run for the Office of Chief Executive provided they have been a
cooperative member or employee for more than four years.
The CEO shall receive a compensation, which shall be proposed and approved within the
annual plan, and cannot exceed an 8:1 ratio of the lowest salaried employee in the cooperative
1
.
Section 2 Powers and Duties of CEO
The CEO is required to draft and propose the the annual plan to Congress for approval no later
than one quarter before the end of the year. The CEO shall have the power within the annual
plan to hire, remove, promote, appoint managers and nominate officers to the board of
supervisors.
Section 3
The CEO shall provide an annual report and give to the Congress Information of the State of the
Cooperative
Section 4
The CEO and all Officers of the Cooperative, shall be removed from Office on Impeachment for,
and Conviction of, any felony criminal offense, Bribery, or other high Crimes and Misdemeanors.
Article III - Oversight Board
Section 1
The oversight board is composed of 7 members. Board members are nominated by the CEO in
the Annual Plan or immediately following a vacancy due to resignation, death, or
disqualification. Nominees are approved or denied by Congress no later than 10 days after
1
Based on the Wagemark international wage standard ratio
nomination. At least one member must be from an employee lottery with the exclusion of:
members who have previously held the CEO position for any period of time or; any currently
serving representative and; provided the member has been a cooperative member for at least
two years. Board members serve terms no longer than 10 years and cannot serve for more than
one term.
The board is charged with ensuring that the Executive functions, resident in the CEO, are being
carried out in accordance with these Articles of Cooperation and the subsequent policies
codified in cooperative policy springing from the from the Congressional legislative process. The
Board members, shall hold their Offices during good Behavior, and shall, at stated Times,
receive for their Services, a Compensation, which shall not be diminished during their
Continuance in Office.
The board is the only organization with discretion to remove any member from the cooperative,
including representatives and the CEO with no means for appeal via a simple majority vote by
the board. Board members cannot recall other Board members.
Section 2
Oversight Power shall extend to all Cases, in Law and Equity, arising under these Articles of
Cooperation.
Article IV
The Congress, whenever two thirds of Representatives shall deem it necessary, shall propose
Amendments to these Articles, which are then rejected or ratified by simple majority vote by
employees during election week. This Article (Article IV) cannot be amended via this process.
Article V
In all requests to remove a member or employee from the cooperative, the accused shall enjoy
an appeals window, requesting the Board convene an impartial jury of randomly selected
members of the cooperative, and to be informed of the nature and cause of the accusation; to
be confronted with the witnesses against him; to have compulsory process for obtaining
witnesses
Article VI
Section 1
The term of the CEO shall end at noon on the 20th day of January, and the terms of
Representatives at noon on the 3d day of January, and the terms of their successors shall then
begin. The Congress shall assemble at least once in every year, and such meeting shall begin
at noon on the 3d day of January, unless they shall by law appoint a different day.
Section 2
If, at the time fixed for the beginning of the term of the CEO, the CEO elect shall have died, the
Congressional Chair elect shall become CEO. If a CEO shall not have been chosen before the
time fixed for the beginning of his term, or if the CEO elect shall have failed to qualify, then the
Congressional Chair shall act as CEO until a CEO shall have qualified; and the Congress may
by law provide for the case wherein neither a CEO shall have qualified, declaring who shall then
act as CEO, or the manner in which one who is to act shall be selected, and such person shall
act accordingly until a CEO qualifies.
No person shall be elected to the office of the CEO more than twice, and no person who has
held the office of CEO, or acted as CEO, for more than two years of a term to which some other
person was elected CEO shall be elected to the office of CEO more than once.
