How meetings were called, how decisions got recorded, how conflicts were declared, and how an urgent decision could be made between meetings without anyone later arguing about whether it was made.

Document begins

Runbook: Governance Operations and Records

Portfolio issue #36. Internal use only. Not for public release. Maintained by: Secretary / governance lead (to be named at the working group selection meeting)

What this runbook is for

This is the step-by-step operating guide for whoever holds the governance operations function. It covers how to run recurring working group meetings, maintain the decision log, manage conflict-of-interest recusals, apply authority limits, and hand off records if the role changes.

The matching spec (private/agents/portfolios/governance-operations.md) describes what the portfolio does. This runbook describes how the role-holder executes it.

Standing obligations (always on)

Every significant decision is logged at the meeting where it is made. Not retrospectively. “Significant” means: anything that assigns authority, commits to action, adopts policy, spends money, or could be questioned later.
The decision log is the authoritative record. If a decision is not in the log, it has not been made — even if everyone in the room remembers it happening.
Conflict-of-interest declarations are a gate. No person participates in a decision where they have a disclosed conflict. The secretary records recusals in the decision log alongside the decision itself.
Authority limits bind stream leads. Stream leads may not speak publicly, spend money, contact the property receiver, or engage professionals without steering approval. The secretary’s job is to make those limits visible before a problem arises, not after.
Records stay in the admin vault or this directory. Minutes, declarations, and the live decision log are not for public git commit. If a document contains names, dates, and decisions, confirm with the convenor before committing it to any shared repository.

Periodic tasks

Frequency	Task
Before each meeting	Draft agenda using `internal/governance-meeting-template.md`
At each meeting	Capture decisions in real time; do not defer
Within 24 hours of each meeting	Post draft minutes and action list to admin vault
Monthly	Run conflict-of-interest status check (any new declarations since last meeting?)
Before any stream lead takes external action	Confirm the action is within current authority limits
At stage transition	Archive the current decision log; open a new log for the new stage

Part 1 — Meeting preparation

Step 1.1 — Draft the agenda

Open internal/governance-meeting-template.md. Fill in:

Date, time, venue or call link
Attendance list (expected; update after the meeting)
Standing items (confirm quorum, COI check)
Business items: each item needs a type label — Decision, Discussion, or Update
Actions carried from the previous meeting (pull from decision log)

Decision items must state: what is being decided, what information the group has, and who has a relevant conflict.

Step 1.2 — Circulate pre-reading

Send the agenda and any background documents at least 48 hours before the meeting. Tag each document as FACT, ASSUMPTION, or DRAFT. Do not circulate documents containing commitment language without the convenor’s sign-off.

Step 1.3 — Prepare the decision log page

Open internal/decisions/decision-log.md. Create a draft row for each decision item on the agenda — blank fields, ready to fill. This saves time during the meeting and reduces the chance of a decision being made but not recorded.

Part 2 — Running the meeting

Facilitation vs chairing — open decision

The working group has not yet resolved whether the chair and facilitator roles are held by one person or split. Until that decision is made at a working-group meeting:

Treat facilitation as a distinct function in the agenda: the facilitator manages process (time, speaking order, safety), the chair manages scope and decisions.
If one person holds both, they should explicitly name when they are switching roles.
The first recurring meeting agenda includes this as a standing item: “Facilitation arrangement — confirm or review.”

Resolution: When the working group decides, record it in the decision log and update this runbook to reflect the agreed arrangement.

Step 2.1 — Confirm quorum before starting

Quorum: majority of filled seats (minimum 3). If quorum is not met, the meeting may continue as a discussion session but may not make binding decisions. Record non-quorate sessions in the decision log as “discussion only — no decisions binding.”

Step 2.2 — COI check at every meeting

Before any decision item: ask members whether anyone has a conflict relevant to this item. If yes:

The member with the conflict declares it verbally.
Record the declaration in the decision log row for that item.
The member steps back from the decision (remains for discussion unless the committee decides otherwise).

If a member’s conflict was disclosed in their declaration but has since changed, ask them to submit an updated declaration before the meeting continues.

Step 2.3 — Record decisions in real time

For each Decision item, record in the log immediately:

What was decided (one or two sentences, factual)
Who made the decision (full committee / subgroup / named individual)
What information it was based on (FACT / ASSUMPTION / professional advice)
Who was consulted
Whether a review date applies (see decision log rules)

Do not summarise or interpret. Write what was said and agreed.

Step 2.4 — Record actions immediately

For each action arising: owner’s name, what they will do, and by when. Read actions back at the end of the meeting before closing.

Part 3 — After the meeting

Step 3.1 — Circulate draft minutes within 24 hours

Draft minutes contain:

Date, attendees, apologies
Decisions (verbatim from the log)
Actions (owner + due date)
Items discussed but not decided (brief summary only)
Next meeting date confirmed

Label the file internal/minutes-YYYY-MM-DD-DRAFT.md. Do not commit to git. Send to all attendees for review.

Step 3.2 — Confirm minutes at the next meeting

Minutes are confirmed (or amended) as the first standing item at the following meeting. Once confirmed, update the file label to internal/minutes-YYYY-MM-DD-CONFIRMED.md.

Step 3.3 — Update the decision log

If any decision wording is clarified after review, update the log entry with a note: “Wording clarified [date] — see minutes [date].” Do not alter the original entry text.

Part 4 — Authority limits and delegated decisions

What stream leads may do without steering approval

Action	Permitted without steering approval?
Gather publicly available information	Yes
Produce internal options papers and research	Yes
Draft documents for steering review	Yes
Speak at steering-approved community events, using approved language	Yes
Contact respondents using an approved, signed-off template	Yes (with intake coordinator)
Contact any professional adviser or supplier	No — requires steering decision
Contact the property receiver (the appointed receivers) or any property agent	No — authorised contact only
Make any public statement or release any document	No — requires steering approval
Spend any project funds	No — requires steering decision and budget
Sign any document on behalf of the project	No — no legal entity exists

Between-meeting urgent decisions

If an urgent decision cannot wait for the next meeting:

The convenor initiates by email to all steering members.
The proposal states what is being decided and what information it is based on.
Members have 48 hours to respond. Silence is not approval — active confirmation is required.
A decision requires responses from a majority of filled seats.
The secretary records the decision in the log, noting method as “email decision” and listing who confirmed.
The decision is ratified (or reversed) at the next in-person meeting.

Spending authority

CHOICE — not yet resolved. The working group must agree a spending ceiling before any project cost is incurred (title search, legal advice, printing). Until ratified, no expenditure is authorised. This decision is on the formation meeting agenda.

Part 5 — Conflict-of-interest housekeeping

Monthly check

Before each meeting, review the COI declarations on file. For each member ask:

Have their circumstances changed since they last declared?
Is there a new decision item on the agenda that triggers a conflict from a previously disclosed interest?

If either is true, ask the member to submit an updated declaration or declare verbally at the start of the meeting.

File management

Signed COI declarations are held by the secretary. They are not in the git repository and are not in the admin vault. They are operational records accessible only to the convenor and secretary.

If a member resigns or is replaced, their declaration is archived with the meeting records for their period of service.

Recusal record

Every recusal is recorded in the decision log alongside the decision it relates to. Format: “Member [name] declared a conflict of interest and did not participate in this decision.” Include the nature of the conflict if the member has consented to it being recorded; otherwise note only that a conflict was declared and managed.

Part 6 — Records handoff

If the governance lead or secretary role changes:

Confirm all minutes from the past 90 days are in confirmed status.
Confirm the decision log is complete and up to date.
Confirm all COI declarations are filed and accessible to the convenor.
Brief the incoming person on any decisions that have a pending review date.
Record the handoff as a decision log entry: “[Outgoing name] transferred governance records to [incoming name] on [date].”

Failure modes and what to do

Situation	What to do
A decision was made but not logged	Log it immediately with a note: “Recorded retrospectively [date]. Decision was made at [meeting date].” Alert the convenor.
A stream lead takes an external action without steering approval	Halt the action if possible. Log the incident. Convenor decides whether to ratify or reverse the action. Update authority limit documentation.
A member participates in a decision they should have recused from	Record the situation in the log. Convenor decides whether the decision needs to be retaken. Seek legal advice if the decision involves legal, financial, or property matters.
Minutes are disputed after circulation	Record the dispute. If substantive, bring to the next meeting for discussion and formal correction. Do not alter confirmed minutes silently.
The decision log is inaccessible	Do not reconstruct from memory. Contact the technical coordinator. Hold all decision items as discussion only until access is restored.
Quorum cannot be met and a time-sensitive decision is needed	Use the between-meeting email process (Part 4). Record that in-person quorum was not available.

Contacts and access

Convenor: [to be named at working group selection meeting]
Secretary / governance lead: [to be named]
Admin vault access: Cloudflare Access — bottom.pub/admin/*
Decision log: internal/decisions/decision-log.md (live) and admin vault at /admin/decisions/log/
COI declarations: held by secretary; not in git

Last updated: 2026-05-22. Review at the start of each stage transition.

The governance operations runbook