Holacracy Constitution Summary

Thanks to our friends at Animal Think Tank for this great concise summary.

We use the rules of the Holacracy Constitution to govern our Organisation in the day-to-day.

Holacracy is something you learn by doing. For most people, there's no need to read the Constitution in detail. But sometimes you will need to refer to the Constitution to check a rule. For those cases, it's useful to know the Constitution's "broad strokes" so you know where to look.

To help you navigate the Constitution, here's a quick summary of its most important points.


The Constitution is adopted by our Company Directors (the "Ratifiers") as the formal authority structure of the organisation. The Company Directors retain the authority to repeal the Constitution. Beyond that, the rules apply equally to the Company Directors as they do to other Members of the organisation.

Article 1: Organizational Structure

This article lays out how our organisational structure works.

Basic Structure: Our organisation is made up of Roles, which are made up of a Role Name, a Purpose, Domains and Accountabilities. Roles can also hold Policies, i.e. special rules that govern how Roles go about things. Roles can be "broken down" into Circles. Domains and Policies can be delegated to sub-Circles or Roles. By default, the broadest Circle in the organisation holds all authorities and Domains that the organisation itself controls.

Duties of Role-Fillers: When you fill a Role, you have duties to (i) process "tensions" (gaps between how things are and their ideal potential); (ii) regularly define Projects and Next-Actions for your Role's Purpose & Accountabilities; (iii) break down your Projects into Next-Actions; (iv) track Projects, Next-Actions and Tensions in writing; and (v) execute Next-Actions.

Core Roles: Circles have a number of core roles: the Facilitator, Secretary and Circle Lead.

Circle Leads: The Circle Lead holds the overall Purpose of the Circle. A Circle Lead: (i) has the authority to Assign Roles; (ii) automatically fills any unfilled Roles in the Circle; and (iii) has the authority to define what work the Circle should prioritise. You can't change the Purpose of a Circle Lead Role. You can add Accountabilities and Domains to a Circle Lead Role, but if you do, these additions apply to the Circle Lead Role of every sub-Circle as well.

Article 2: Rules of Cooperation

This article provides rules that, when followed by everyone, create an environment where we can rely on each other. A big shift that happens with this article is that it's not just Circle Leads who might ask things like "when do you project you'll complete this by?" or "could you please prioritise X over Y?" When this article is adopted, every Role Lead has the authority to ask any other Role Lead these sorts of questions and make these sorts of requests.

Duty of Transparency: As a Member, if requested by another Member, you have a duty to tell them what's on your plate, what your priorities are and projections of when you expect to complete things. You also have a duty to report, upon request, on Checklist Items, Metrics, Project Updates, and to provide any other information that's readily available to you and won't cause harm to share.

Duty of Processing: As a Member, you have a duty to promptly process messages and requests from other Members where they: (i) ask you to clarify and communicate Next-Actions for your Projects or Accountabilities; (ii) request you to take on a Project or Next-Action; and (iii) request to impact a Domain you own.

Duty of Prioritisation: (i) You must prioritise processing inbound messages from other Members over executing your own Next-Actions (you may process messages in batches, at a frequency that works for you, as long as it's still reasonably prompt); (ii) if someone requests you to attend a Tactical or Governance meeting, you must prioritise attending that meeting over executing your own Next-Actions; (iii) when deciding what work to do, you must consider the priorities and strategies of your Circle and Super-Circle as more important than your own judgment of priorities; (iv) if you see a deadline in an official prioritisation or in Governance, interpret that not as a mandate to hit the deadline, but as an official prioritisation of any actions needed to hit that deadline.

Article 3: Tactical Meetings

This article provides a standard meeting format that can be used for processing everyday tensions between Roles. The article gives all Role Leads the authority to make a Tactical Meeting happen. If convening a Tactical Meeting, you must use the process as described in this article.

Authority: Anyone may convene a Tactical Meeting to assist Roles engaging each other in their responsibilities and duties. In addition, the Secretary of each Circle is accountable for scheduling regular Tactical Meetings for the Circle.

Attendance: For regular Tactical Meetings convened by a Circle's Secretary, all of the Circle's Roles are invited unless a Policy says otherwise. For other Tactical Meetings, the Partner convening the meeting must specify the Roles invited to that meeting.

Meeting Process: The Facilitator of a Circle is accountable for facilitating the Circle's regular Tactical Meetings. Unless a Policy of the Circle says otherwise, the person facilitating the meeting must use the following process: (i) Check-in; (ii) Checklist & Metrics Review; (iii) Project Updates; (iv) Build Agenda; (v) Triage Items; (vi) Closing Round. The Secretary of a Circle is accountable for capturing and publishing Tactical Meeting outputs.

Article 4: Distributed Authority

This article decentralises power so Role Leads have greater authority to decide what work they do, how they do it and when they do it. When this article is adopted, they're no longer beholden to the orders of Circle Leads. However, Role Leads must still align with prioritisations issued by their Circle Lead.

Distributed Authority: As a Role Lead, you have authority to take any action or make any decision to enact your Role's Purpose or Accountabilities, as long as you don't break a rule in the Constitution. In addition, you may use your own judgment to decide how to prioritise your work (whilst still aligning with any Circle priorities, strategies and deadlines).

Constraints on Authority: As a Role Lead, you must honour the following constraints on your authority: (1) you must not violate Policies; (2) you must get permission before impacting Domains; and (3) you must get authorisation before spending money.

Interpretation Authority: You may use your own reasonable judgment to interpret the Constitution and your organisation's Governance. If there is a conflict of interpretation of the Constitution or Roles/Policies in Governance, you may ask the Secretary of any affected Circle to decide which interpretation to use; and everyone must align with that interpretation until the relevant text is changed. You may appeal to the Secretary of any super-Circle to overrule the interpretation of any sub-Circle Secretary. You may ask a Circle's Secretary to decide if any Governance of their Circle or any sub-Circle is invalid, and delete any that they judge to be so.

Individual Initiative: You are authorised to act beyond the authority of your Roles or break the rules in the Constitution in situations where ALL of the following are true: (1) You are serving the Purpose or Accountabilities of some Role in the organisation; (2) You believe your action would resolve or prevent more tension for the organisation than it would likely create; (3) Your action would not commit the organisation to spending beyond what you're already authorised to spend; and (4) If your action would violate any Policies or Domains, you believe much value would be lost from delaying to get permission or change Governance. Upon taking such Individual Initiative, you must: (1) Explain your action to any Role Leads you believe may be significantly impacted; (2) Help resolve any tensions created by your Individual Initiative if requested by any of the impacted Role Leads; (3) Refrain from taking similar Indiivudal Initiative on request of any Role Lead; and (4) Prioritise the above restoration over your regular work, unless otherwise prioritised by a Circle Lead of a Circle that contains all roles affected by your action.

Article 5: Governance Process

This article details the process all Members can use to change the organisation's structure.

Governance Participants: People eligible to participate in a Circle’s Governance Process are those filling Roles in a Circle, including the Core Roles of Circle Lead, Facilitator, Secretary & Circle Rep (if there is one). A Circle Rep role may be added in any Circle if/when needed in response to tensions (not automatically). The Circle Rep would be elected from existing Circle members.

Scope of Governance: A Circle’s Governance Process may only: (i) Define, amend or remove a Circle's Roles & Policies; (ii) Move Roles or Policies into/out of sub-Circles where it serves the Purpose/Accountabilities to do so; (iii) Hold elections for Facilitator, Secretary, Circle Rep. A Policy may only be one or more of the following: (i) Additional rules about what a Circle's Role Leads can or can't do which are specific to that Circle + its sub-Circles (unless otherwise stated); (ii) a rule that changes one of the modifiable rules in the Constitution.

Changing Governance: Governance can be changed via the Governance Process of Proposal > Questions > Reactions > Objections > Integration. For a Proposal to be valid, the Proposer must be able to describe a tension for one of their Roles, share an example and explain how the proposal would reduce the tension. In response to a Proposal, other participants can raise concerns. The Facilitator will then test concerns, and if they meet certain criteria, they are considered "Objections". The Proposal will then need to be changed so it resolves Objections as well as the original tension.

Electing Facilitator, Secretary and Rep: Any Circle Member can call for an election process for the Circle's Facilitator, Secretary or Rep. The election process is as follows: Describe Role > Nominate Candidates > Nomination Sharing Round > Nomination Change Round > Make a Proposal > Objection Round.

Governance Meetings: A Secretary is accountable for scheduling regular Governance Meetings & special Governance Meetings when requested - which may be limited to focussing on a tension or changing specific roles. A Circle Rep may invite one Role Lead at a time from the Sub-Circle they represent, to a Governance Meeting of the broader Circle, to process a specific tension. No quorum is required for Governance Meetings, but all Circle members must have reasonable advance notice of when they are scheduled for, and attendance is optional. Governance Meetings must have a Check-in Round, then build an agenda of tensions, then process them in turn, and end with a Closing Round. Agenda items must be processed using Integrative Decision Making: Present Proposal > Clarifying Questions > Reaction Round > Option to Clarify > Objection Round > Integration.

Process Breakdown: Anyone may request a Circle’s Facilitator look for a Process Breakdown in that Circle or any of its sub-Circles - where there’s a pattern of behaviour or output that violates the rules of this Constitution. A Circle's Facilitator may also declare a Process Breakdown if a Proposal fails to reach a resolution after those involved spend a reasonable amount of time and effort seeking resolution. In case of a Process Breakdown, the Facilitator of relevant Circles may restore due-process. A Process Breakdown in once Circle is not automatically considered a Process Breakdown of its Super-Circle. However, if it remains unresolved for an unreasonable time, then the Super-Circle is also considered in Process Breakdown

Last updated