OuchNet IRC Network Operating Agreement

Governing the Network Administrators (Owners) of the OuchNet IRC Network

Preamble

This Operating Agreement ("Agreement") is entered into by and among the individuals designated as Network Administrators (also referred to herein as "Owners") of the OuchNet IRC Network ("the Network," "OuchNet," or "the Service"), for the purpose of establishing a clear, fair, and enforceable framework for the governance, administration, and decision-making of the Network. This Agreement takes effect upon adoption by the Network Administrators and remains binding upon all present and future Administrators until amended, superseded, or the Network is dissolved, each in accordance with the procedures set forth herein.

Article I — Definitions

1.1. "Network" or "OuchNet" means the Internet Relay Chat (IRC) network operating under the name OuchNet, including all associated servers, services, channels, domains, and infrastructure.

1.2. "Network Administrator" or "Owner" means an individual who has been duly admitted to the body of Administrators under Article VII and who has not been removed, has not resigned, and whose status has not otherwise been terminated under this Agreement.

1.3. "Administration" or "the Body" means the collective group of all current Network Administrators.

1.4. "Majority Vote" means an affirmative vote of more than one-half (50%) of the Administrators eligible to vote on a given matter, as further defined in Article IV.

1.5. "Quorum" means the minimum number of Administrators who must participate in a vote for that vote to be valid, as defined in Section 4.3.

1.6. "Decision" means any act, resolution, policy, appointment, removal, expenditure, technical change of material consequence, or other determination made in the name of, or affecting the operation of, the Network.

1.7. "IRC Operator" or "IRCop" means a technical operator privilege on the Network's services, which may be held by an Administrator or delegated by the Administration to a non-Administrator staff member, subject to Article V.

1.8. "Staff" means any individual granted privileges on the Network (e.g., IRC Operators, channel staff, services staff) who is not a Network Administrator.

Article II — Purpose and Scope

2.1. Purpose. This Agreement establishes the governance structure of OuchNet and ensures that the Network is administered collectively, transparently, and democratically by its Administrators, with no single Administrator possessing unilateral authority over Network decisions.

2.2. Scope. This Agreement governs all matters of Network governance, including but not limited to: technical administration, policy-making, admission and removal of Administrators, delegation of authority to Staff, financial matters relating to the Network, dispute resolution among Administrators, and amendment of this Agreement.

2.3. Foundational Principle. No Decision of any kind shall be considered valid or binding upon the Network unless approved by Majority Vote of the Administration in accordance with Article IV, except where this Agreement expressly provides for emergency action under Article X, which action remains subject to subsequent ratification by Majority Vote.

Article III — Network Administrators (Owners)

3.1. Composition. The Administration shall consist of all individuals admitted as Network Administrators pursuant to Article VII.

3.2. Equal Standing. Except as otherwise expressly provided in this Agreement, all Administrators hold equal voting rights and equal standing within the Administration. No Administrator, regardless of seniority, technical role, founding status, or title, holds greater voting weight than any other Administrator.

3.3. Titles. The Administration may, by Majority Vote, assign honorary or functional titles (e.g., "Founder," "Senior Administrator," "Technical Lead") to individual Administrators. Such titles are descriptive only and confer no additional voting power or unilateral authority unless a specific power is expressly delegated by Majority Vote under Article V.

3.4. General Duties of Administrators. Each Administrator shall: (a) act in good faith and in the best interests of the Network and its user community; (b) participate reasonably in votes and discussions of the Administration; (c) safeguard any credentials, access, or infrastructure entrusted to them; (d) disclose actual or potential conflicts of interest as required by Article IX; and (e) abide by all Decisions properly adopted under this Agreement, even where the Administrator personally dissented.

Article IV — Governance by Majority Vote

4.1. General Rule. Every Decision of the Network — without exception other than the emergency-action procedure in Article X — shall require approval by Majority Vote of the Administration before it may be implemented, announced, or treated as binding.

4.2. Matters Subject to Majority Vote. Without limiting Section 4.1, the following matters expressly require Majority Vote: (a) admission of new Network Administrators (Article VII); (b) removal or suspension of a Network Administrator (Article VII); (c) amendment of this Agreement (Article VIII); (d) adoption or modification of Network-wide policies, rules, and Terms of Service; (e) appointment, delegation of authority to, or removal of Staff (Article V); (f) material technical changes (e.g., changes to core services, domain names, server infrastructure, or network linking policy); (g) any expenditure of Network funds or entry into any financial obligation on behalf of the Network; (h) any action affecting the Network's public identity, branding, or affiliation with other networks or organizations; and (i) dissolution or merger of the Network (Article XII).

4.3. Quorum. No vote shall be valid unless at least two-thirds (2/3) of all current Administrators, rounded up to the nearest whole number, participate by casting a vote or a recorded abstention. If quorum is not met within the voting period specified in Section 4.5, the vote shall be extended by an additional period of equal length, once, after which the matter shall be deemed not adopted if quorum is still not achieved.

4.4. Calculation of Majority. Majority Vote is calculated as more than one-half of the votes cast by participating Administrators (affirmative and negative votes only). Recorded abstentions count toward quorum but not toward the calculation of the majority.

4.5. Voting Procedure. (a) Any Administrator may bring a proposal to a vote by presenting it to the Administration through the Network's designated internal communication channel. (b) Each vote shall remain open for a minimum of forty-eight (48) hours to allow all Administrators reasonable opportunity to participate, unless a shorter period is unanimously agreed to by all Administrators for a specific vote. (c) Votes shall be cast as "Aye," "Nay," or "Abstain," and shall be recorded in the Network's governance log. (d) Proxy voting is not permitted; an Administrator who does not participate is treated as neither present nor voting for purposes of quorum, except as otherwise recorded.

4.6. Tie Votes. In the event of a tie between "Aye" and "Nay" votes, the proposal fails. No Administrator, including any Administrator holding an honorary title under Section 3.3, holds a tie-breaking or casting vote.

4.7. Transparency. The outcome of every vote, including the tally and (unless the matter concerns a sensitive personnel or security issue) the individual votes cast, shall be recorded in a governance log accessible to all Administrators.

4.8. No Unilateral Authority. No Administrator, IRC Operator, or Staff member may implement, reverse, or override a Decision without the Majority Vote required under this Article, except as expressly permitted under Article X (Emergency Powers).

Article V — Delegation of Duties and Technical Roles

5.1. Delegation Permitted. The Administration may, by Majority Vote, delegate specific day-to-day technical or operational duties to one or more Administrators or Staff members (e.g., server maintenance, services configuration, channel oversight).

5.2. Limits of Delegation. Delegation of duties under Section 5.1 does not constitute delegation of Decision-making authority. Any action taken by a delegate that would otherwise constitute a Decision under Section 4.2 remains subject to Majority Vote, either in advance or, where impracticable, by prompt ratification under Article X.

5.3. Revocation. Any delegation of duties may be revoked at any time by Majority Vote.

Article VI — Meetings and Deliberation

6.1. Regular Meetings. The Administration should hold periodic meetings (in real time via IRC, voice, or other agreed medium, or asynchronously via written discussion) at a frequency determined by Majority Vote, for the purpose of discussing Network affairs and pending proposals.

6.2. Special Meetings. Any Administrator may call a special meeting by notifying all Administrators through the Network's designated communication channel, stating the purpose of the meeting, with at least twenty-four (24) hours' notice where practicable.

6.3. Minutes. A record of discussion topics and any votes taken shall be maintained in the governance log referenced in Section 4.7.

Article VII — Admission and Removal of Administrators

7.1. Nomination. Any current Administrator may nominate a candidate for admission as a new Network Administrator.

7.2. Admission Vote. Admission of a nominated candidate requires Majority Vote of the current Administration, subject to the quorum requirement in Section 4.3.

7.3. Voluntary Resignation. An Administrator may resign at any time by written notice to the Administration. Resignation is effective immediately upon notice and does not require a vote, though the Administration shall record the resignation in the governance log.

7.4. Removal for Cause. An Administrator may be removed for cause — including but not limited to breach of this Agreement, abuse of privileges, extended unexplained inactivity, or conduct materially harmful to the Network — only by Majority Vote of the remaining Administration. The Administrator subject to the removal vote: (a) shall be given reasonable notice of the proposed removal and the reasons stated; (b) shall be given a reasonable opportunity to respond to the Administration before the vote concludes; and (c) shall not be permitted to cast a vote on their own removal, though they remain counted for purposes of notice only, not quorum.

7.5. Inactivity. The Administration may, by Majority Vote, establish and modify a formal inactivity policy (e.g., automatic review after a defined period of absence) that governs the process described in Section 7.4 as applied to inactive Administrators.

7.6. Effect of Removal or Resignation. Upon removal or resignation, all access credentials, privileges, and technical access held by the former Administrator shall be revoked as promptly as reasonably possible, and any titles held under Section 3.3 are automatically rescinded.

Article VIII — Amendment of This Agreement

8.1. Amendment Procedure. This Agreement may be amended, in whole or in part, only by Majority Vote of the Administration, subject to the quorum requirement of Section 4.3.

8.2. Proposal of Amendments. Any Administrator may propose an amendment. The full text of the proposed amendment shall be circulated to all Administrators at least seventy-two (72) hours before the vote is opened, to allow for discussion and revision.

8.3. No Supermajority by Default. Unless the Administration, by Majority Vote, elects to adopt a higher threshold for future amendments to this Agreement or to a specific provision, standard Majority Vote as defined in Article IV shall govern all amendments, including amendments to this Article.

Article IX — Conflicts of Interest and Recusal

9.1. Disclosure. An Administrator with a direct personal, financial, or other material interest in a matter before the Administration shall disclose that interest before discussion or voting on the matter begins.

9.2. Recusal. An Administrator who has disclosed a conflict of interest under Section 9.1 may participate in discussion but should recuse themselves from voting on that specific matter. A recused Administrator is not counted toward quorum or the vote tally for that matter, but remains an Administrator in all other respects.

Article X — Emergency Powers and Ratification

10.1. Emergency Action. Notwithstanding Article IV, an Administrator (or delegated Staff member) may take immediate unilateral action, without a prior vote, only where necessary to address an active, ongoing threat to the security, integrity, or availability of the Network (e.g., mitigating an active attack, removing actively malicious content, or emergency server failover).

10.2. Notice. Any Administrator taking emergency action under Section 10.1 shall notify the full Administration as promptly as reasonably possible, and in no event later than twenty-four (24) hours after the action is taken.

10.3. Mandatory Ratification. All emergency action taken under this Article shall be submitted to a ratification vote of the Administration within seventy-two (72) hours of the action being taken. Ratification requires Majority Vote under Article IV. If the Administration does not ratify the action, the Administration shall, by Majority Vote, determine what remedial or corrective steps are to be taken, and the acting Administrator's continued authority to take future emergency action may itself be reviewed under Article VII.

10.4. No Standing Emergency Authority. Article X confers no ongoing or standing authority. Each emergency action is independently justified, and repeated or pattern use of this Article by any Administrator is grounds for review under Section 7.4.

Article XI — Dispute Resolution

11.1. Internal Resolution. Disputes among Administrators concerning the interpretation or application of this Agreement shall first be raised for discussion before the full Administration.

11.2. Resolution by Vote. Where discussion does not resolve the dispute, the matter shall be resolved by Majority Vote of the Administration, excluding any Administrator who is a direct party to a personal (non-Network) dispute, consistent with Article IX.

11.3. Good Faith. All Administrators agree to engage in dispute resolution under this Article in good faith and to abide by the outcome of any vote properly conducted under Article IV.

Article XII — Term, Termination, and Dissolution

12.1. Term. This Agreement remains in effect indefinitely, until dissolution of the Network under Section 12.2 or replacement of this Agreement by a superseding agreement adopted under Article VIII.

12.2. Dissolution. Dissolution of the Network requires Majority Vote of the Administration, subject to the quorum requirement in Section 4.3, and shall specify the disposition of any Network assets, domains, and infrastructure.

12.3. Merger or Affiliation. Any merger of the Network with, or affiliation to, another network or organization requires Majority Vote under Article IV and is subject to Section 4.2(h).

Article XIII — Miscellaneous

13.1. Severability. If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force and effect.

13.2. Entire Agreement. This Agreement constitutes the entire governance agreement among the Network Administrators and supersedes any prior oral or informal understanding regarding Network governance, unless expressly incorporated by reference.

13.3. Interpretation. Headings are for convenience only and do not affect interpretation. In the event of ambiguity, the Administration shall resolve the interpretation by Majority Vote.

13.4. Non-Waiver. Failure by the Administration to enforce any provision of this Agreement on a given occasion shall not constitute a waiver of that provision for future occasions.

Signatures / Ratification Record

This Agreement is adopted and made effective upon Majority Vote of the founding Network Administrators of OuchNet, as recorded below.

Effective Date: _____________

This document is a governance template and does not constitute legal advice. Administrators may wish to have this Agreement reviewed by a qualified attorney if the Network holds significant assets, revenue, or legal exposure.