A single, living governance instrument that integrates the company's purpose, operating agreement, ethics framework, and code of conduct. This Operating Charter functions as the legally controlling operating agreement for the Company.
Scope. This document is binding on all members of Science Cloud Company, LLC (the “Company”) and governs work conducted under the DBAs STEAM Collective, STEAM Company, STEAM Engine, Science Cloud Group, and Science Cloud Collective.1
We operate as an ethical, distributed collective advancing science, technology, design, and education, seeking to reduce suffering associated with scientific and industrial progress while aligning our work with ecological regeneration and human dignity.2 We acknowledge the environmental impact of cloud computation and commit to net-positive compute where practicable.3
- Member-managed LLC. The Company is governed collectively; each full member holds one equal vote on major decisions.4
- Rotating officers & stipends. Stewardship roles (e.g., bookkeeping, systems admin, ethics coordination) may receive modest, role-based stipends, are transparent, and rotate at least every 12 months; no more than two consecutive terms.5
- Officer attendance. Rotating officers must attend ≥ 85% of meetings (synchronous or documented asynchronous participation) or risk forfeiting stipend/role.6
- Meetings. Minimum 4 all-hands per year; agendas circulated in advance; recordings/summaries provided for accessibility and time zones.7
- Quorum & thresholds. Quorum is ⅔ of active members. Ordinary matters: ≥71%. Amendments/elections: ≥⅔. Dismissals/charter changes: ≥¾.8
- Transparency Ledger. Decisions, votes, officer rotations, amendments posted within 7 days in a shared, version-controlled ledger.9
- Assume positive intent. Members act in good faith, raise concerns early, and engage constructively.10
- Trauma-informed & restorative. All reviews use a restorative step prior to sanctions; confidentiality respected to the maximum extent of law.11
- Independent ombuds / ethics liaison. Selected annually by member vote; external, neutral, reports only anonymized trends.12
- Internal Ethics Circle. Three rotating members (12-month terms; when possible, not managers) support communication, peer mediation, and annual anonymized reports.13
- Appeals. Any disciplinary action may be appealed to the external liaison within 30 days.14
- Inclusive by design. Reasonable accommodations are provided whenever possible; flexibility in schedule and working methods is the default.15
- Connectivity duty. As a distributed team, reliable internet access and availability during company/client meetings are baseline responsibilities; raise access issues proactively so accommodations can be made.16
- No fixed salaries. Compensation flows via project pay, quarterly profit sharing, and limited rotational stipends for continuity roles.17
- Quarterly distributions. After 10–15% overhead/reserves, profits are distributed quarterly to contributors active within the prior 6 months, proportional to verified contribution.18
- Role-based stipends. Approved annually by vote, transparent amounts, role- not person-based, with documented handoffs and overlap for continuity.19
- Collective vs. Individual IP. Works created within Company projects default to Collective IP (co-owned proportionally by contributors). Pre-declared personal work remains Individual IP.20
- Patents. All inventors are named; the Company may hold administrative ownership for filing/enforcement; inventors receive equitable royalty participation and public attribution.21
- Portfolio rights. Contributors retain moral authorship and portfolio display rights (subject to confidentiality).
- Reflection & check-in (peer/Ethics Circle).
- Mediation (internal or external facilitator).
- Review period (60 days) with concrete goals.
- Adjusted participation (e.g., reduced profit share, temporary suspension, or removal from a project/IP if unanimously supported by other project contributors).
- Separation by ¾ vote if patterns persist. Departing members retain moral rights, fractional IP, and any undistributed profits owed at exit.22
Members may withdraw at any time without penalty and may reapply after a rest period, subject to vote.23
- Whole-company visibility. Candidates deliver a formal presentation to the Company; at least ⅔ of members participate live or asynchronously.24
- Approval threshold. Unanimous preferred; ≥ 75% required. New members have a 90-day trial with mentorship and feedback.25
- Constructive rejections. Candidates not admitted receive substantive feedback and are invited to apprentice, intern, or extern where appropriate.26
- Fair interviews. At least two interviewers from different disciplines; standardized questions; accessibility accommodations on request.
- Notice. Proposed amendments distributed ≥ 14 days in advance.
- Quorum/thresholds. As defined in Section II.
- Records. All outcomes logged in the Transparency Ledger within 7 days; annual Ethics Circle report published in anonymized form.27
This Operating Charter is reviewed annually for mission alignment, inclusivity, and sustainability. It supersedes redundant prior instruments and serves as the legally controlling operating agreement of the Company upon member signature.
By signing below, the undersigned acknowledge that this Operating Charter constitutes the Operating Agreement of Science Cloud Company, LLC as of the Effective Date.
- Member: _____________________________ Date: ___________
- Member: _____________________________ Date: ___________
- Member: _____________________________ Date: ___________
Footnotes
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DBAs: STEAM Collective, STEAM Company, STEAM Engine, Science Cloud Group, Science Cloud Collective. ↩
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Charter Purpose; see also Operating Agreement Purpose. ↩
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Environmental pledge: net-positive compute where practicable. ↩
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Member-managed LLC; equal vote for full members; quorum rules in §II. ↩
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Rotational stipend roles; 12-month terms; max two consecutive terms; transparency. ↩
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Officer attendance requirement: ≥ 85% meetings (live or asynchronous). ↩
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Meeting cadence: ≥ 4 all-hands/year; agendas/recordings for accessibility. ↩
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Quorum ⅔; ordinary ≥ 51%; amendments/elections ≥ ⅔; dismissals/charter ≥ ¾. ↩
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Transparency Ledger entries within 7 days of each decision. ↩
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Positive intent and good-faith collaboration; early concern-raising norm. ↩
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Trauma-informed, restorative step required before sanctions; confidentiality to legal maximum. ↩
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External ombuds/ethics liaison, annual selection, anonymized trend reporting. ↩
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Ethics Circle: 3 members, 12-month terms, when possible not managers; annual anonymized report. ↩
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Appeals window: 30 days to external liaison. ↩
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Reasonable accommodations; flexible, inclusive work by default. ↩
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Connectivity duty for distributed work; proactive notice of access barriers. ↩
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No fixed salaries; project pay + quarterly profit share + limited stipends. ↩
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Profit distribution quarterly; 10–15% overhead/reserves; eligibility = activity within past 6 months; proportional to contribution. ↩
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Annual member approval of stipend roles/amounts; documented handoffs. ↩
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Collective vs. Individual IP classification and co-ownership by contribution. ↩
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Patent inventorship, administrative ownership, royalties, and attribution. ↩
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Restorative 5-step pathway; unanimous project-member support required to remove from a project/IP; ¾ vote for separation; retention of rights/owed profits. ↩
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Voluntary withdrawal at any time; re-application allowed post rest period. ↩
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Interview presence: ≥ ⅔ of members (live or async) for candidate presentations. ↩
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Approval threshold: ≥ 75%; 90-day trial period with mentorship. ↩
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Rejections include copious feedback and invite to apprentice/intern/extern. ↩
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14-day advance notice for amendments; ledger entries within 7 days; annual anonymized ethics report. ↩