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Article I. Polycentric Management

Section 1.1. Purpose.
The Corporation’s governance shall follow a polycentric model, in which multiple, semi-autonomous decision centers collaborate to manage common-pool resources (net profits), negotiate inter-divisional allocations, and uphold nested tiers of oversight.

Section 1.2. Core Principles.
a. Distributed Authority: Decision-making power is allocated across division directors and independent directors to prevent concentration of control.
b. Mutual Adjustment: Regular Profit-Allocation Councils shall convene, comprising all seven directors, to resolve jurisdictional overlaps and reallocate net profits across divisions.
c. Nested Governance: Subsidiary entities shall mirror the parent’s structure at a smaller scale, enabling local adaptation within the overarching polycentric system.

Article II. Governance of the Commons Corporation

Section 2.1. Board Composition.
The Board of Directors shall consist of seven members, designated as follows:

1. Executive-Designated Director – Appointed by the Executive Director of the Commons Corporation.
2. Subsidiary-Designated Director – Appointed by the governance council of the primary for-profit subsidiary.
3. Benefits Director – Nominated and elected by present workers, exercising full authority over the Benefits Division.
4. Pensions Director – Nominated and elected by past workers, exercising full authority over the Pensions Division.
5. Acquisitions Director – Elected by the Executive-Designated, Subsidiary-Designated, and Benefits Directors.
   6–7. Independent Directors (2) – Nominated and elected by the other five directors to provide external oversight and subject-matter expertise.

Section 2.2. Term and Removal.
Each director serves a three-year term, renewable once. Removal for cause requires a supermajority vote of the other six directors.

Section 2.3. Profit-Allocation Councils.
A quarterly council of all seven directors shall review subsidiary performance and allocate net profits across the five divisions, employing majority voting with ties broken by the Executive-Designated Director.

Article III. Governance of Subsidiary Entities

Section 3.1. Subsidiary Board Composition.
Each subsidiary shall be governed by a three-member Board comprising:

1. Workers Director – Elected by the subsidiary’s present workers.
2. Independent Director – Elected by the parent Corporation’s seven directors.
3. Subsidiary Director – Appointed by the Subsidiary President.

Section 3.2. Nested Polycentricity.
Subsidiary councils exercise autonomous oversight of subsidiary operations and participate in parent profit-allocation processes as non-voting advisors, preserving local decision-making within the broader polycentric network.

Article IV. Appointment of Multiple Subsidiary Directors

Section 4.1. Joint Election.
When more than one subsidiary exists, the Subsidiary Director for each new subsidiary shall be elected by a majority of all existing subsidiary governance councils, each council holding one vote.

Section 4.2. Default Appointment.
If no candidate secures a majority within 60 days of a vacancy, the first-established subsidiary shall appoint the Subsidiary Director until a formal election occurs.