Treasurer Governance Rights Charter

Charter Hall document Version: 1.0 (live) Status: Operational from effective date. Counsel posture confirmed by Drew 2026-06-05; counsel review is a parallel workstream Drew manages directly, not a build gate. Last updated: 5 June 2026

Preamble

Treasurers in Circlworld are Community Stakeholders, not service providers and not employees. The platform's economic and governance architecture reflects this. Treasurers share in the platform's growth through the Community Growth Programme allocation; they participate in platform governance; they have a reserved allocation in the Community Participation Pool.

This Charter specifies the four categories of governance rights that constitute the Treasurer stakeholder position. These rights are not optional features — they are constitutive of what it means to be a Treasurer in Circlworld. The platform commits to honour them.

The governance rights also serve as the structural defence against worker-classification arguments under Uber BV v Aslam [2021] UKSC 5. A worker is a person under another's control performing work for that other person's benefit. A Community Stakeholder participates in governance, shares in upside, has procedural rights of consultation. The substance of these rights — not labels — determines status. This Charter is the substance.

Section 1 — Category one: Town Hall participation

Treasurers vote in the Town Hall on platform-level decisions that materially affect Treasurer practice. The voting items in scope are:

(a) amendments to the Community Growth Programme Methodology Charter;

(b) amendments to the Service Fee Framework Charter (including changes to the band structure, the rate-change cadence rule, or the annual review procedure);

(d) changes to the Tier Algorithm v1.2 criteria or thresholds;

(e) changes to the Treasurer-Member relationship continuity provisions (departure, migration, succession);

(f) changes to the Treasurer Addendum to the Member Agreement;

(g) any other platform amendment that materially affects the Treasurer's economic position or practice scope.

Treasurer votes on these items are weighted by tier:

| Tier | Vote weight | |---|---| | L1 Community Builder | 1.0 | | L2 Circle Steward | 1.5 | | L3 Community Anchor | 2.0 | | L4 Regional Custodian | 2.5 | | L5 Circl Ambassador | 3.0 |

Tier weighting reflects substantive contribution to platform growth and does not displace the principle that each Treasurer has a voice. The weighting is procedural; the Member-attestation vote and other Member-level votes are not affected by Treasurer tier.

The vote is concurrent with the Town Hall's standard deliberation procedure. The platform tabulates votes, applies the quorum rule for Treasurer-affecting matters (50% of active Treasurers required), and implements the outcome. The platform retains the obligation to refuse implementation if the outcome would breach a Charter, an inviolable principle, a regulatory requirement, or counsel advice — and to publish the reason if it so refuses.

Section 2 — Category two: Consultation before platform amendments

Any platform amendment that materially affects Treasurer practice requires consultation with the Treasurer community through the Treasurer Commons channel of the Forum for a minimum of 30 days before the amendment is adopted.

Consultation is procedural, not veto. The platform documents the consultation outputs (responses received, themes raised, concerns surfaced) and considers them in the decision. The platform may proceed with the amendment notwithstanding consultation themes; if it does, it publishes the reasoned response.

The 30-day window may be shortened only in two circumstances:

(a) Regulatory or counsel direction that the amendment cannot wait; the published rationale must cite the specific direction.

(b) Treasurer-community agreement (a passing Town Hall vote per Category one) to shorten the window for a specific amendment.

The 30-day window may be extended at the platform's discretion or at Treasurer Advisory Board (Category three) request where the amendment is complex.

Section 3 — Category three: Treasurer Advisory Board

A five-member Advisory Board elected from active Treasurers at Circle Steward tier and above. The Board:

(a) meets quarterly with platform management;

(b) reviews any material proposed amendments before they enter Treasurer Commons consultation;

(d) surfaces emerging concerns from the Treasurer community;

(e) participates in the Selection Committee for Treasurer admission per the Treasurer Architecture Pack;

(f) participates as the Treasurer-stakeholder voice in platform decisions outside Category one's scope where Treasurer perspective is constitutionally relevant.

The Advisory Board does not have veto authority over platform decisions. Its formal voice is recorded and weighted in decision-making; where the platform proceeds against Advisory Board recommendation on a material matter, the published rationale names the dissent.

3.1 Composition and elections

Five seats. One-year terms with a maximum of two consecutive terms. Elections held annually in February, concurrent with the Treasurer Council election cycle but as a separate ballot.

Eligibility to stand:

Active Treasurer at Circle Steward tier (L2) or above;
Twelve months of active Treasurer practice as of the registration deadline;
Clean record (no active or recent Code of Conduct findings);
Not concurrently serving on the Treasurer Council or the Selection Committee.

Eligibility to vote:

All active Treasurers at Community Builder tier (L1) and above. The Advisory Board election uses unweighted votes (one Treasurer, one vote) — unlike Category one Town Hall votes — because the Board is a representative body, not a substantive-decision body.

Elections use Single Transferable Vote (STV) ranked-preference, consistent with the Treasurer Council election rule per the Treasurer Council Charter §3.4.

The candidate register surfaces at /transparency/treasurer-advisory-board/candidates/[cycle] for the election cycle (mirroring the Treasurer Council pattern at /transparency/treasurer-council/candidates/[cycle]).

3.2 Quarterly meetings

The four quarterly meetings each year:

Q1 (February): incoming Board onboards; quarterly transparency review for Q4 prior year.
Q2 (May): mid-cycle review; consultation themes from Q1; Code of Conduct + Selection Committee participation.
Q3 (August): half-year review; quarterly transparency review.
Q4 (November): annual review preparation; transition planning if rotational Board seats are involved.

Meeting minutes are summarised and published in the Treasurer Council annual review report — the substantive minutes themselves remain confidential between the Board and platform management to preserve candor.

Section 4 — Category four: Community Participation Pool

A reserved allocation of platform economic upside for Treasurers who have substantively built the platform. The Pool is signalled now but not vested in the platform's current phase. The structural commitment is binding; the distribution is deferred to operational maturity.

4.1 Reservation

One per cent (1%) of the platform's eventual equity or revenue-share allocation, whichever applies at the relevant time. The 1% figure is a strategic starting point and may be revised upward (but not downward) by Town Hall vote per Category one. The platform's economic structure today does not include a distributable equity instrument; this Charter therefore reserves the Pool against future structures.

4.2 Vesting trigger

Vesting begins when the platform reaches operational maturity, defined as the simultaneous satisfaction of three criteria:

(a) 500 or more active Treasurers across all tiers;

(b) 10,000 or more active Members;

(c) 24 or more months of Community Growth Programme active operation (counted from CGP go-live, not from beta-mode observer status).

Until all three criteria are met, the Pool is reserved but not distributable.

4.3 Allocation criteria

When the Pool becomes distributable, allocation to specific Treasurers is based on substantive contribution. The factors considered:

(a) cycles facilitated (lifetime count across all Circles administered);

(b) Members served (lifetime distinct Member count);

(d) mentorship of newer Treasurers (mentor pairings completed per the Treasurer Council Charter §10);

(e) contribution to platform development through the Builders & Beta channel of the Forum (per the Forum Enhancement Brief);

(f) clean record across the platform's three accountability surfaces (Code of Conduct, Selection Committee, Dispute Settlement Centre).

Allocations are approved by a body that includes Treasurer Advisory Board representation. The specific approval mechanism is determined at the point of vesting; this Charter commits the structural feature, not the mechanism.

4.4 Legal posture

Counsel posture (5 June 2026): Per Drew's directive, the counsel review of the Pool's legal structure is now a parallel workstream Drew manages directly, not a build gate. The Pool architecture below is the binding constitutional commitment; substantive legal-structure work continues alongside but does not block operational implementation of §1 + §2 + §3.

The Pool does not create:

(a) equity rights;

(b) beneficial ownership;

(d) any present-tense fiduciary duty owed by the platform to any individual Treasurer;

(e) any guaranteed allocation to any individual Treasurer regardless of contribution.

The Pool is:

(a) a structural commitment by the platform to share future success with substantive Treasurer contributors;

(b) constitutionally documented in this Charter and the Option Four Reframing v1.1 brief;

Counsel review of the Pool's legal structure runs as a parallel workstream Drew manages directly (per Drew's 2026-06-05 posture confirmation); it is not a build gate. This Charter is the binding constitutional commitment; the operative implementation document is forthcoming.

Section 5 — Cross-references

The governance rights articulated in this Charter operate alongside the existing Treasurer-architecture constitutional documents:

Treasurer Council Charter at /charter-hall/treasurer-council — the elected peer body governing Treasurer practice. Distinct from the Advisory Board: the Council is a peer-governance body deciding Treasurer-practice matters; the Advisory Board is a stakeholder-representation body advising platform management.
Selection Committee Charter at /charter-hall/selection-committee — the five-person panel constituted per-proceeding for material Treasurer-affecting decisions. The Advisory Board participates in Selection Committee proceedings per Category three.
Treasurer Service Fee Framework Charter at /charter-hall/treasurer-service-fee-framework — the per-tier band structure that determines the Treasurer's individual fee within the tier. The CGP rate (this Charter's category four) is the platform-paid share; the Service Fee is the Member-paid share. The two are distinct programmes.
Community Growth Programme Methodology Charter at /charter-hall/community-growth-programme-methodology (forthcoming, formerly TEP Methodology) — the operative document for platform-paid Treasurer compensation. Per Category one, amendments to this Methodology require Treasurer Town Hall vote.
Treasurer Code of Conduct Charter at /charter-hall/treasurer-code-of-conduct — the conduct standards every active Treasurer commits to. Per Category one, amendments require Treasurer Town Hall vote.

Section 6 — Amendments

This Charter is amendable through the Member-led Petitions Office process documented in the Cultural Architecture Policy. Material amendments follow the Material Change procedure in the Terms of Service clause 13. Because this Charter governs Treasurer-stakeholder rights, material amendments also require Treasurer Town Hall vote per Category one — the Treasurer community must consent to changes that affect Treasurer rights.

The Charter is binding on the platform from the effective date. Counsel-pending status applies to the legal structure of the Community Participation Pool (Category four); the other three categories are operational from the effective date.

Last updated: 5 June 2026. Status: v1.0 live. All four categories operational from effective date. Counsel review on Category four legal structure is a parallel workstream Drew manages directly per Drew's 2026-06-05 posture confirmation; it is not a build gate.