Articles of Association

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NOTE: This is an old document with incorrect and out-of-date information. It is kept for historical purposes only. In December 2016, Sudo Room became a fiscally sponsored project of the Omni Commons. We donated our 501c3 to the Omni Commons to facilitate buying our building, we are no longer a separate legal entity, and the Articles of Association are no longer in force.

Article 0. Name

sudo room

Article 1. Purpose


sudo room is an open, collaborative community of creators and practitioners working toward positive social change. sudo room chooses to:

  1. Value open, public discourses over closed, proprietary processes.
  2. Value access and transparency over exclusivity.
  3. Value solving real problems over hypotheticals, while respecting visions of the future.
  4. Value community and collaboration over isolation and competition.
  5. Value human judgment over automation and efficiency.
  6. Value do-ocracy over bureaucracy.
  7. Value safe space over ideology.

Article 2. Membership

NOTE: This is a historical document. For our up-to-date membership process, please visit our Membership page.

Section 2.0 Definition

sudo room is a deliberative collective, meaning there is horizontal democratic control and participatory management of the organization, which is composed of all individual members. However, the group actively strives to substantially incorporate interested community participants and beneficiaries who are non-members. Members agree to decisions made by sudo room as well the terms of these Articles of Association and all future amendments.

By using spaces or services operated by sudo room, community participants and beneficiaries are obligated to respect all decisions by sudo room as well as the terms of these Articles of Association and all future amendments.

Section 2.1 Qualifications for Membership

NOTE: This is a historical document. For our up-to-date membership process, please visit our Membership page.

  • Membership is defined by fulfilling the following requirements:
    1. Contributing monthly dues (sliding-scale with respect to operating costs) or equivalent.
      • It is an express purpose of the group to keep membership rates low, and therefore accessible, as well as offer, when possible, alternatives to monetary contribution to suffice for monthly dues.
    2. A status of good standing with the organization.
      • Unresolved debts and/or substantial lapses in respecting the values of the organization and its members may result in suspension of membership, to be determined by fair process respecting individual rights and freedoms and the integrity of community norms.
    3. Successfully completing the process for becoming a member, below:

Section 2.1.0 Process for becoming a member

NOTE: This is a historical document. For our up-to-date membership process, please visit our Membership page.

  1. Declaration of Intent to Join
    • To become a member, a person must submit a brief written or spoken "Declaration of Intent to Join" where they answer the following questions (for informational purposes only, in other words "there are no wrong answers"):
      • What is your (pseudo)nym and/or name?
      • Why do you want to be a member of sudo room?
      • If you know already, what are you excited to do at sudo room?
      • If you know already, what are you excited to share with the sudo room community?
  2. Initial Pondering
    • It is only possible to become a member at the weekly sudo room meeting. Prospective members should attend if possible but can submit a written declaration if they are not able to attend in person.
    • At the sudo room weekly meeting, every prospective member must leave the room while the existing members have a chance to bring up any concerns or reasons why the prospective member(s) should not be allowed membership (referred to as the "Initial Pondering").
      • The intent is for it to be very easy for new members to join, so only very serious concerns should be brought up.
      • If any existing member objects to a prospective new member becoming a member, and this cannot be resolved through discussion, then the prospective member will not be allowed membership.
      • Unreasonable or frequent blocking of new members by an existing member is grounds for immediate termination of membership based on a 2/3 vote.
    • Upon completing the "Initial Pondering", such potential members must be communicated to the sudo rooom mailing list within 24 hours, including their "Declaration of Intent to Join".
  3. Extended Pondering
    • After the Initial Pondering, if there are no objections, there will be one week for sudo room members to raise objections as to why the prospective member should not be allowed to join (referred to as the "Extended Pondering").
    • If there are no objections raised during the "Extended Pondering", the prospective member will become a member.
      • The intention is to provide sufficient time to ensure all concerns of those unable to attend the meeting may be heard.
    • The new member will be added to the membership list and given access to desired and relevant assets and services of sudo room.
    • No announcement of this change of status after the "Extended Pondering" is necessary.

Section 2.2 Sudo Functionaries

As a collective, functionary positions are voluntary roles taken on by willing members and intended to change regularly. No person may hold more than one position simultaneously, unless permitted by sudo room. Any member of sudoroom may perform any of the functions of any of the Functionaries, but the Functionaries are expected to perform their duties regularly and must perform them if no one else can or will. Any Functionaries can voluntarily cede the role to another member any time, and is replaced if another member is voted into the function by a simple majority vote. The positions and respective duties are listed below:

  • Facilitator
    • Maintains the agenda for meetings, ensures topics are dealt with, and recognizes speakers in a fair and inclusive way.
    • Ensures that all group business is handled and all group decisions are made in the way described in these Articles of Association, by bearing them in mind and referring to them whenever needed.
  • Scribe
    • Takes notes during meetings and collaborates with others to include their notes in final meeting minutes.
    • Posts notes publicly after each meeting.
  • Exchequer
    • Presents the budget during meetings, as articulated in the budget process below.
    • Coordinates with Scribe to ensure budget-related information is accurate and available to all members.
    • Co-facilitates (with the Facilitator) the budget process below.
  • Conflict Steward
    • Facilitates the conflict resolution process according to the Articles of Association, but not necessarily a moderator.
    • Stewards selection of a moderator and schedules meetings among conflicting parties and moderator.
    • Documents meetings and communications relevant to the conflict resolution process.
    • Promotes good-faith participation in the process by conflicting parties on a basis of mutual respect and growth towards better relationships and a stronger community.
    • If conflict resolution goes before the whole group, co-facilitates with Facilitator, and handles points of information about conflict resolution with reference to the documentation.
    • Does not act as Conflict Steward in conflicts involving self.

Section 2.3 Benefits

The following are benefits available to all members:

  • Usable assets and resources available within reasonable constraints of time and under the condition of sharing.
    • sudo room strives to make assets and resources available to as many non-member participants and beneficiaries as possible.
    • Note: no personal property should be stored in sudo room unless a system for personal storage can be provided by sudo room.
    • Note: the use of sudo room environments for habitation and/or domestic use is strongly discouraged.
  • Approved discounts and services negotiated through the collective purchasing power of sudo room.
    • Items are up to the discretion of sudo room to determine through its budgeting and decision-making processes.
  • A safe space, which is defined as:
    • "A place where anyone can relax and be fully self-expressed, without fear of being made to feel uncomfortable, unwelcome, or unsafe on account of biological sex, race/ethnicity, sexual orientation, gender identity or expression, cultural background, age, or physical or mental ability; a place where the rules guard each person's self-respect and dignity and strongly encourage everyone to respect others." — Advocates for Youth via Wikipedia.
    • A place free of physical violence or threats thereof.

Article 3. Decision-Making

Section 3.0 Governance

As a collective, sudo room members govern themselves and each retains equal rights and mutual responsibilities.

Sub-Section 3.0.0 Meetings

  • Meetings are held regularly, with sufficient notice for interested members to participate.
  • A meeting to conduct official business of sudo room must include at least 10 members.

Sub-Section 3.0.1 Agenda

Agendas will be initiated with a default structure left open to addition until the beginning of the next meeting. Additions to the agenda during the meeting require a simple majority to be added, otherwise they are tabled until the next meeting.

Agenda structure:

  1. Announcements / Updates
    • Decision Procedure: Not applicable during meetings.
    • Public announcements may be objected to with timely notice and the burden on the objector.
  2. Fiscal Solvency (Budget)
    • Decision Procedure: Automatically approve the budget formed using the procedure outlined below. All amendments to the automatic budget must be made using a consensus process.
  3. Conflict Resolution
    • Decision Procedure: Fair Process described below.
  4. Proposals for Amendment
    • Decision Procedure: Follow "Amendments" Article below.
  5. Endorsements
    • Decision Procedure: By consensus.
    • Official sudo room endorsements of other events, activities, groups, or actions.

Section 3.2 Conflict Resolution

Sub-Section 3.2.0 Process


The resolution of disputes and disagreements within sudo room is encouraged through informal process and the spirit of a collaborative environment. There is a process, however, by which issues that are not resolved informally and that arise within the scope of these articles of association:

  1. The party who seeks resolution finds someone to act as Conflict Steward in the matter, and works with this Conflict Steward to find a Mediator.
    1. The Mediator is an impartial and uninvolved third party who consents to assist, and with whom all conflicting parties consent to work toward a solution.
    2. The Conflict Steward organizes meetings for conflict resolution and maintains records of all meetings and relevant communications among the conflicting parties.
    3. The Conflict Steward, Mediator, and the conflicting parties arrange to meet to work out a resolution to which all conflicting parties consent.
  2. If at least one conflicting party does not consent to meet, or if at least one conflicting party is unavailable to meet in a reasonable time, all relevant circumstances considered, or if the Conflict Steward and Mediator agree after at least one meeting that further meetings would not be likely to lead to resolution, the issue is brought before the group in the following way:
    1. The issue is added to the agenda of the next official meeting scheduled at least one week in the future, and documentation is gathered by the Conflict Steward and made available to the group at least one week beforehand (on wiki), and notice is broadcast to the group (on mailing list), but information that would compromise anyone's privacy or dignity is not made public. In the description of the issue, the form of remedy sought by the plaintiff(s) is included. Both the Conflict Steward and Mediator must give their approval of the factual content of the documentation before it is posted. Both the Conflict Steward and Mediator must expressly affirm that the form of remedy sought by the plaintiff(s) is consistent with sudo room's values. The request for remedy must include an implementation plan approved by the Conflict Steward and the Mediator if it is not obvious how to implement it.
    2. During each meeting's agenda item on Conflict Resolution, all unresolved issues on the wiki are brought up for discussion followed by a vote.
      1. First, the Conflict Steward presents all relevant documentation about the issue.
      2. Then, a category of severity is established by consensus according to sudo room's values and the facts of the case. The category determines the voting threshold for sustaining a sanction against any party to the conflict. The categories are (in order of decreasing severity):
        1. Conflict calling for membership suspension or termination.
          • Decision Procedure: 2/3 vote
        2. Conflict where only material compensation is sought.
          • Decision Procedure: 1/2 vote
        3. All other conflicts.
          • Decision Procedure: Consensus
      3. Then, the opportunity to represent perspective is granted to each conflicting party and to the Mediator, and general discussion may be held about the issue if any member wishes. The Conflict Steward co-facilitates with the Facilitator in order to answer questions specific to the conflict and provides information about the history of the conflict by referring to the documentation.
      4. Then, a brief period of deliberation of definite time is held, during which members are free to consider the issue or discuss it directly with others.
      5. Then, members may propose alternative remedies to the conflict, along with any appropriate implementation plans.
      6. Finally, a vote is held on the plaintiff(s)' proposed remedy, and then alternative remedies are voted upon in the order they were proposed, but only if at least one member indicates that the remedy under consideration is still relevant. After all remedies have been considered in this way, the matter is considered resolved. The Conflict Steward then ensures all relevant parties understand the remedy or remedies that passed and any corresponding implementation plans.
      7. Any conflicting party unsatisfied with the decision may place an appeal on the agenda in the same way that conflicts are placed on the agenda, except that a majority of the group must vote to accept the appeal during a meeting, and the process begins anew. The appeal must propose an alternative remedy and refer to values that were not served by the original decision.
      8. If at the end of any step in the process more than an hour has passed during the current meeting in considering the conflict, any member may request that a majority vote be held on whether to table the conflict until the next meeting.

Sub-Section 3.2.1 Principles and Values Specific to Conflicts

In the pursuit of fairness, due process in the resolution of conflicts must include:

  1. Presumption of innocence.
  2. Right to an appeal and a fair process.
  3. Respect for the privacy and dignity of all members.
  4. Proportional and effective remedies.
    1. Restorative remedies are strongly preferred over retributive remedies.

Section 3.3 Corporate and Tax Status

The diversity of organizational structures shall be preserved, in order to maintain the opportunity for the most effective means of instituting incentives for creativity and innovation.

Section 3.4 Fiscal Solvency

FYI, here are the fiscal solvency sheets ya'll

Sub-Section 3.4.0 Assets

  • sudo room assets are managed through member benefits above and the budgeting process below.

Sub-Section 3.4.1 Budgeting

sudo room employs a transparent, and collaborative budgeting process that attempts to reflect the shared values of all members as articulated by the group's purpose. The budget is located (insert link here). It is managed through the following procedure each month:

  1. Determine if membership dues can be reduced
  2. Transparently prioritize budget allocations. (In no particular order) allocate income to match expenditures, contribute to standing funds, and determine remaining surplus
  3. Any surpluses that remains will be divided based on member contribution and treated as internal credits (or a soft dividend) available for members to:
    1. Leave to the discretion of sudo room to allocate
    2. Allocate in the budget, at the member's discretion, to various available internal projects as defined below.
    3. Provide as future contributions to membership dues.
  • Note: there is a substantial distinction for external projects as defined below.
  • To ensure stability, sudo room must maintain several standing funds:
    • 3 months worth of rent + utilities
    • Rainy Day fund (for emergency expenditures)
    • Maintenance fund (for necessary infrastructure replacements)
    • Operations fund (for necessary, small operational expenditures)

Sub-Section 3.4.2 Income

sudo room accrues income through several sources, including events, crowd-funding initiatives, and membership dues.

Sub-Section 3.4.3 Dues

Dues shall be paid by members on a sliding scale basis, from the minimum $10 per month rate to the recommended donation calculated using the process below. Exemptions of individuals from paying dues may be approved on a case by case basis by the general membership on the grounds of financial hardship or refusal to participate in the monetary system

The recommended monthly dues for members is calculated as follows:

  • dues = average over all members of ( 1 month's overhead + a % of any defecit in each standing fund + a risk premium (min. 5% of all other dues components)
  • For instance, early on, overhead could be (rent + utilities + services), in which case dues = (500 + 100 + 20 + (10 + 5 + 0 + 10) + 64) / 23 = $30.83 per member

Sub-Section 3.4.4 Expenditures

  • Internal Projects
    • Infrastructure, maintenance and improvements.
    • Capital Projects
  • External Projects
    • Not funded this way. Use alternative methods, such as through discounts or crowd-funding opportunities offered as Benefits above.

Sub-Section 3.4.5 Surplus

sudo room strives to maintain a zero-sum budget, in which there is no surplus.

  • Definition: surplus = income - expenditures - standing funds

Article 4. Amendments

Section 4.1 Process

Amendments shall be made by:

  1. Announcing the proposed amendment by posting:
    • On the official sudo room wiki.
    • On the sudo room discussion email list
    • At least 1 week before the meeting at which a vote on the amendment will be held
  2. Recieving feedback and commentary posted:
  3. Adding an agenda item to an official meeting's agenda.
    • The agenda item includes time to review the feedback, receive in-person feedback, and discuss.
    • Decision procedure: Consensus

Section 4.2 Dissolution / Termination of Association

Dissolution must be proposed in the same manner as all other amendments to these articles. For clarity, the decision procedure will use consensus.

Article 5. Empowerment of members

Section 5.1 Non-member access

  • To empower members to deal with problematic non-members:
    • Any member may deny non-members access to sudo room assets (and require the non-member in question to vacate the physical space) at any time, with no reason given, unless some other member currently present in the space is willing to vouch for the non-member in question as a guest.
    • Before denying a non-member access (and requiring the non-member in question to vacate the physical space), the member must ask both the non-member and the members present in the space if any member is vouching for the non-member as a guest.
    • For a non-member, being denied access (and required to vacate the physical space) is not a ban, and the non-member in question may return after 12 hours.

Section 5.2 Domestic Use

The bay area is in the throes of a housing crisis. Despite the abundance of resources (space, buildings, etc), the distribution of those resources is unfair. For many it can be costly and difficult to fulfill the basic human need of shelter. However, sudo room, as a creative community and hacker space, must maintain a division between habitation and usage of the space. As such the following are resolved:

  • sudo room is not intended to be used for habitation or domestic purposes.
  • No-one is allowed to sleep in sudo room at any time.
  • Any member can require that anyone sleeping in sudo room must leave immediately.
  • Repeated sleeping at sudo room is grounds for being temporarily or permanently denied access to sudo room's assets, including its physical space.