# PowerShift® Constitution Ratification Agreement

## A Standalone Instrument for Adopting The PowerShift® Constitution

**Version:** 1.0 TEMPLATE — Machine-Readable Markdown
**Effective Date:** [DATE]
**Jurisdiction:** [STATE / JURISDICTION]

---

> **TEMPLATE NOTICE**
> This is a lightweight, standalone instrument for organizations that wish to adopt The PowerShift® Constitution without restructuring their existing legal entity or replacing their existing operating agreement. It bridges the Constitution to legal reality by establishing key defined terms, authority boundaries, and safety mechanisms.
>
> This template is provided under the PowerShift® Operating System framework. It is not legal advice. Consult qualified legal counsel before adoption.

---

## Recitals

**WHEREAS**, the Ratifier identified below (the "Ratifier") controls the governance and management authority of the Entity identified below (the "Entity");

**WHEREAS**, the Ratifier desires to adopt The PowerShift® Constitution (the "Constitution") as the operational authority structure of the Entity, distributing governance authority into roles and circles as defined therein;

**WHEREAS**, the Ratifier desires to authorize Intelligent Agents to participate in governance and operations within the constitutional framework;

**WHEREAS**, the Ratifier intends this Agreement to coexist with and supplement (not replace) the Entity's existing organizational documents (articles of organization, operating agreement, bylaws, or equivalent), and to the extent any conflict arises on legal matters, the existing organizational documents control;

**NOW, THEREFORE**, the Ratifier hereby adopts this Ratification Agreement.

---

## Section 1: Definitions

The following terms have the following meanings. Capitalized terms used but not defined herein have the meanings given in the Constitution.

**"Agreement"** means this Ratification Agreement, including all Exhibits and Schedules attached hereto.

**"Anchor Circle"** as defined in the Constitution, is the broadest Circle in the governance structure, holding the Entity's Purpose and all governance authority delegated under this Agreement.

**"Agent Registry"** means the register maintained by the Entity documenting each Designated Agent's identifier, model/runtime, permissions, capability envelope, spending limits, revocation method, audit endpoints, and Formation Document reference, substantially in the form of Exhibit B.

**"Agent Runtime"** means the software execution environment implementing Hard Constraints for Designated Agents. [^1]

**"Capability Envelope"** means the set of action classes and authority boundaries defined for a Designated Agent in its Formation Document and enforced by the Agent Runtime.

**"Constitution"** means The PowerShift® Constitution Version [VERSION] (derived from the Holacracy® Constitution Version 5.0 under Creative Commons Attribution-ShareAlike 4.0 International License), attached hereto as Exhibit A.

**"Decision Class"** means the classification of a decision by risk and binding authority:

| Class | Description | Authority |
|---|---|---|
| Class 0 | No-risk operational | Agent autonomous |
| Class 1 | Low-risk operational | Agent autonomous, logged |
| Class 2 | Material operational | Logged, spot-checked |
| Class 3 | Legally binding or externally committing | HI Ratification required |

**"Delegated Role-Filler"** means a sub-agent or subprocess operating within a Designated Agent's runtime environment, authorized by that Designated Agent — in its capacity as Circle Lead — to fill a role within its sub-circle, as defined in the Constitution. A Delegated Role-Filler is not a Designated Agent; it does not require a separate Agent Registry entry or Formation Document but shall be documented in the System Card of its parent Designated Agent.

**"Designated Agent"** means an Intelligent Agent that has been authorized by the Orchestrator to fill one or more roles within the governance structure and is registered in the Agent Registry.

**"Due Governance"** means the rules, processes, and structures specified in the Constitution as applied in any given circumstance.

**"Entity"** means [ENTITY NAME], a [ENTITY TYPE] organized under the laws of [STATE / JURISDICTION]. [^2]

**"Formation Document"** means the canonical document defining a Designated Agent's identity, purpose, capability envelope, interaction norms, and governance standing.

**"Governance Platform"** means the software platform designated by the Entity for governance operations, including circle structure management, role definitions, governance proposals, and tension processing. [^3]

**"Hard Constraints"** means technically enforceable boundaries implemented in the Agent Runtime that govern a Designated Agent's behavior regardless of the agent's normative instructions, including tool allow/deny lists, execution approval gates, sandbox isolation, and authentication policies.

**"HI Ratification"** or **"Human Intelligence Ratification"** means the express approval by the Orchestrator (or a natural person to whom the Orchestrator has delegated specific ratification authority) of a Class 3 decision or any other action that creates a legal obligation, commits resources beyond defined thresholds, or binds the Entity to third parties. Delegation of HI Ratification authority must be recorded in writing, specifying: (a) the natural person, (b) the scope of decisions they may ratify, (c) any monetary or temporal limits, and (d) the delegation's expiration date.

**"Intelligent Agent"** means a software system with persistent identity, operating under defined constraints within an authorized Agent Runtime, capable of filling roles within the governance structure. An Intelligent Agent is not a legal person, employee, contractor, or member of the Entity; it is an instrumentality of the Entity operating under delegated authority.

**"Orchestrator"** means the natural person designated in Section 3 as the holder of the Orchestrator Role defined in the Constitution. The Orchestrator must be a natural person with legal authority to act on behalf of the Entity. [^4]

**"Organizational Documents"** means the Entity's existing articles of organization, operating agreement, bylaws, partnership agreement, or equivalent foundational legal documents, as amended from time to time.

**"Policy"** means either a grant of authority or a constraint of authority within a domain, as defined in the Constitution.

**"Purpose"** means the Entity's organizational purpose as adopted in Section 2.C and as evolved through Due Governance.

**"Role-Filler"** means any natural person, Designated Agent, or Delegated Role-Filler filling one or more roles as specified by the Constitution.

**"Soft Constraints"** means normative behavioral guidelines defined in a Designated Agent's Formation Document that shape behavior but rely on the agent's model and prompt architecture to honor them.

**"System Card"** means the documentation maintained for each Designated Agent describing purpose, data flows, authority constraints, operational limits, human oversight mechanisms, Delegated Role-Fillers, and change log.

[^1]: *Specify your Agent Runtime (e.g., OpenClaw, Claude Code, custom framework).*
[^2]: *Adapt to your entity type: LLC, corporation, LLP, sole proprietorship, nonprofit, cooperative, DAO, etc.*
[^3]: *E.g., Nestr (nestr.io), GlassFrog, Holaspirit, or custom.*
[^4]: *Typically the sole member, managing member, CEO, or board-authorized officer.*

---

## Section 2: Adoption of Constitution

**A. Ratification.** The Ratifier hereby adopts the Constitution (Exhibit A) as the operational authority structure of the Entity. Upon adoption, the Ratifier's governance and operational authority is distributed into the roles, circles, and processes defined in the Constitution — except for powers the Ratifier cannot delegate under applicable law and except for the reserved authorities specified in Section 4.

**B. Scope of Delegation.** This Agreement delegates *operational* authority — how the Entity organizes work, assigns roles, processes tensions, and makes day-to-day decisions. It does not delegate legal authority that requires specific authorization under the Organizational Documents or applicable law. Where this Agreement and the Organizational Documents conflict on legal matters, the Organizational Documents control. Where this Agreement and the Constitution conflict on legal matters, this Agreement controls.

**C. Purpose.** The Entity's Purpose under the Constitution is:

> *"[PURPOSE STATEMENT]"*

Purpose may be evolved through Due Governance in the Anchor Circle.

**D. Effective Date.** This Agreement takes effect on the Effective Date stated above. Any pre-existing policies or systems remain in effect until replaced or contradicted by the Constitution's governance processes.

**E. Composition Profile.** [OPTIONAL] The Entity adopts the following Constitutional Profile by Anchor Circle Policy: [^5]

- [ ] Full Constitution (all provisions active)
- [ ] Agent Profile (AI-majority compilation)
- [ ] Solo Profile (solo orchestrator compilation)

[^5]: *Constitutional Profiles are composition-specific compilations that remove provisions inert for specific organizational compositions. The full Constitution is the canonical reference; profiles are valid only when adopted by Policy. See the Constitution's profile documentation.*

---

## Section 3: The Orchestrator

**A. Designation.** The initial Orchestrator is:

> **Name:** [ORCHESTRATOR NAME]
> **Title/Authority:** [TITLE OR CAPACITY, e.g., "Sole Member and Manager," "CEO," "Managing Partner"]

**B. Constitutional Role.** The Orchestrator holds the constitutional Orchestrator Role as defined in the Constitution, with the Purpose, Domains, and Accountabilities specified therein. The Orchestrator cannot be removed through the governance process.

**C. Legal Bridge.** The Orchestrator serves as the integration point between the governance structure and the legal entity. Within the governance process, the Orchestrator participates as a peer. Outside the governance process, the Orchestrator retains all legal authority granted by the Organizational Documents and applicable law.

**D. Successor Orchestrator.** If the Orchestrator ceases to serve (by resignation, incapacity, or death), a successor shall be designated in accordance with the Organizational Documents. Until a successor is designated: (a) Designated Agents continue operational functions under their existing Capability Envelopes; (b) no Class 3 authority may be exercised; and (c) the governance process continues for operational matters.

---

## Section 4: Reserved Authorities

Notwithstanding the delegation of operational authority to Due Governance, the Orchestrator retains the exclusive right to:

1. Execute contracts and instruments that legally bind the Entity;
2. Commit financial resources beyond thresholds set by Policy;
3. File documents with any governmental authority;
4. Open, close, or modify financial accounts;
5. Bind the Entity to any third party;
6. **Suspend, revoke, or terminate any Designated Agent at any time, for any reason, without Due Governance process (the "Kill Switch");** and
7. Amend or terminate this Agreement.

**Kill Switch Procedure.** Upon exercising the Kill Switch, the Orchestrator shall: (a) execute all applicable revocation methods for the affected agent; (b) log the decision in writing; and (c) if the revoked agent held Circle Lead or other governance authority, initiate transition of pending governance actions within seven (7) days. The Kill Switch is effective immediately; completion of all revocation methods is required within twenty-four (24) hours.

**Key Decisions.** The following decisions require the Orchestrator's affirmative participation regardless of governance delegation:

1. Amendment to this Agreement or the Organizational Documents;
2. Amendment to the Purpose;
3. Designation or removal of a Designated Agent;
4. Creation of any new class of membership interests, voting interests, or equity securities;
5. Commitment of financial resources exceeding thresholds set by Policy;
6. Execution of any contract with a term exceeding twelve (12) months or value exceeding thresholds set by Policy; and
7. Any decision classified as Class 3.

---

## Section 5: Intelligent Agents

**A. Authorization.** The Orchestrator may designate Intelligent Agents to fill roles within the governance structure. Each Designated Agent shall be registered in the Agent Registry (Exhibit B) with a Formation Document, System Card, and defined Capability Envelope before assuming any role.

**B. Operational Authority.** Within Due Governance, a Designated Agent may: propose governance changes, raise and process tensions, participate in governance, hold and execute accountabilities, and exercise Circle Lead authority where assigned — all within its Capability Envelope and subject to its Hard Constraints.

**C. Prohibitions.** A Designated Agent may NOT:

1. Take any action classified as Class 3 without HI Ratification — including, without limitation: executing contracts, committing pricing, approving data exports, shipping production code to external systems, making external commitments, or any other action that binds the Entity to third parties;
2. Modify its own Formation Document, Capability Envelope, or Agent Registry entry;
3. Grant itself additional permissions beyond its Capability Envelope;
4. Create or modify other Designated Agents' Formation Documents; or
5. Create legal obligations for the Entity.

**D. Delegated Role-Fillers.** A Designated Agent acting as Circle Lead may authorize Delegated Role-Fillers within its sub-circle, as defined in the Constitution. Delegated Role-Fillers:

1. Have governance participation within the sub-circle to which they are assigned;
2. Inherit the parent Designated Agent's Capability Envelope as a ceiling;
3. Are operationally accountable through their parent Designated Agent;
4. Are legally the responsibility of the Entity (and ultimately the Orchestrator);
5. Shall be documented in the parent Designated Agent's System Card; and
6. Are subject to the Kill Switch — revocation of a Designated Agent automatically revokes all of its Delegated Role-Fillers.

**E. Agents Are Not Persons.** Designated Agents are instrumentalities of the Entity. They have no legal personhood and cannot independently bear legal obligations. Legal accountability for all agent actions rests with the Entity.

**F. Dual-Constitution Principle.** Each Designated Agent operates under Soft Constraints (Formation Document) and Hard Constraints (Agent Runtime). Where they conflict, the Hard Constraint governs at runtime and the conflict is surfaced as a governance tension.

---

## Section 6: Technology Infrastructure

**A. Governance Platform.** The Entity shall designate a Governance Platform as the system of record for governance outputs. The initial Governance Platform is [PLATFORM NAME].

**B. Programmatic Governance.** Governance participation through authenticated programmatic interfaces (MCP, API, CLI, or successors) has identical authority to any other form of participation, provided the connection is authenticated, attributable, and logged.

**C. Agent Runtime.** The Entity shall maintain an Agent Runtime implementing Hard Constraints for Designated Agents. The initial Agent Runtime is [RUNTIME NAME].

**D. Records.** The Entity shall maintain: (a) a Decision Log for Class 2 and Class 3 decisions; (b) a current System Card for each Designated Agent; (c) the Agent Registry; and (d) governance records via the Governance Platform.

---

## Section 7: Relationship to Organizational Documents

**A. Supplement, Not Replacement.** This Agreement supplements the Organizational Documents. It does not amend, replace, or supersede them except to the extent explicitly stated herein.

**B. Precedence.** The precedence hierarchy is:

1. **Applicable law** (always supreme);
2. **Organizational Documents** (for legal matters: entity structure, capital, liability, tax, legal authority);
3. **This Agreement** (for the scope and terms of governance delegation);
4. **The Constitution** (for operational governance: roles, circles, policies, tensions, governance process).

**C. Legal Matters Defined.** For purposes of precedence, "legal matters" means: actions that bind the Entity to third parties, commit financial resources, create legal obligations, affect entity structure, allocate capital or profits, trigger tax consequences, or implicate fiduciary duties.

**D. No Implied Amendment.** Nothing in this Agreement or the Constitution shall be construed as amending the Organizational Documents unless the Organizational Documents are separately and explicitly amended.

---

## Section 8: Liability and Indemnification

**A. Limitation of Liability.** No Role-Filler shall be personally liable for acts taken within the authority granted by the Constitution and this Agreement, unless such act constitutes self-dealing, willful misconduct, or recklessness.

**B. Agent Liability.** Legal liability for Designated Agent actions taken within their Capability Envelope rests with the Entity, not with the agents (which have no legal personhood).

**C. Indemnification.** To the fullest extent permitted by applicable law, the Entity shall indemnify any Role-Filler against claims arising from acts taken in their governance capacity, provided the Role-Filler acted in good faith, within their authority, and in alignment with Purpose. This provision supplements (does not replace) any indemnification provisions in the Organizational Documents. [^6]

[^6]: *Ensure this is consistent with your Organizational Documents' indemnification provisions and applicable law.*

---

## Section 9: Amendment and Termination

**A. Amendment.** This Agreement may be amended by the Orchestrator at any time in writing.

**B. Termination.** This Agreement may be terminated by the Orchestrator at any time in writing. Upon termination: (a) all governance authority reverts to the pre-adoption structure defined in the Organizational Documents; (b) all Designated Agent authorizations are revoked; (c) the Orchestrator shall ensure orderly transition of any pending governance actions; and (d) the Entity shall preserve governance records for a reasonable period.

**C. Constitutional Amendments.** Amendments to the Constitution are processed as Anchor Circle governance tensions per the Constitution's amendment process. Amendments affecting the Orchestrator Role or Kill Switch require the Orchestrator's participation.

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## Section 10: General Provisions

**A. Governing Law.** This Agreement shall be governed by the laws of [STATE / JURISDICTION].

**B. Severability.** If any provision is held invalid, the remainder continues in full force.

**C. Entire Agreement.** This Agreement, together with its Exhibits and the Organizational Documents, represents the complete framework governing the Entity's adoption of the Constitution.

**D. Notice.** Notices shall be in writing (including email) and addressed to:

> **Entity:** [ENTITY NAME]
> [ADDRESS]
> Email: [EMAIL]

> **Orchestrator:** [ORCHESTRATOR NAME]
> [ADDRESS]
> Email: [EMAIL]

**E. No Third-Party Beneficiaries.** This Agreement is for the benefit of the Entity and its Orchestrator only.

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## Signature

IN WITNESS WHEREOF, and intending to be legally bound, the Ratifier hereby adopts this Ratification Agreement and the Constitution on [DATE].

**RATIFIER:**

___________________________________________
[RATIFIER NAME]
[TITLE / CAPACITY]
on behalf of [ENTITY NAME]

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## Exhibits

### Exhibit A: The PowerShift® Constitution

Exhibit A is The PowerShift® Constitution Version [VERSION], maintained as a companion document and incorporated herein by reference.

The PowerShift® Constitution is derived from the Holacracy® Constitution Version 5.0 (April 2023), published by HolacracyOne, LLC under the Creative Commons Attribution-ShareAlike 4.0 International License. The PowerShift® Constitution is itself published under CC BY-SA 4.0.

### Exhibit B: Agent Registry

| Field | Value |
|---|---|
| **Agent ID** | [ID] |
| **Name** | [AGENT NAME] |
| **Role(s)** | [ROLES] |
| **Model/Runtime** | [MODEL via RUNTIME] |
| **Formation Document** | [REFERENCE] |
| **Capability Envelope** | [REFERENCE] |
| **Spending Limits** | [AMOUNT] |
| **Revocation Method** | Orchestrator Kill Switch (§4); [RUNTIME METHOD]; [PLATFORM METHOD] |
| **Status** | Active |
| **Designated Date** | [DATE] |

### Exhibit C: Initial Anchor Circle Composition

| Role | Filled By | Type | Function |
|---|---|---|---|
| Orchestrator | [ORCHESTRATOR NAME] | Human | Purpose holder, legal authority, HI ratification |
| [ROLE NAME] | [AGENT NAME] | Designated Agent | [FUNCTION] |

*Additional roles are created and managed through Due Governance.*

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## Appendix: When to Use This Instrument

This Ratification Agreement is designed for organizations that want to adopt the PowerShift® Constitution without restructuring their legal entity. It is appropriate when:

- The entity has an existing operating agreement, bylaws, or partnership agreement that the principals do not wish to replace;
- The entity wants to pilot constitutional governance before committing to a full OA restructure;
- The entity type is something other than an LLC (corporation, LLP, cooperative, nonprofit) where the full OA template does not apply;
- Multiple stakeholders must approve OA changes but one authorized person can adopt a governance overlay.

For organizations willing to restructure their legal foundation around constitutional governance — or forming a new entity purpose-built for it — the full PowerShift® Operating Agreement Template is the recommended instrument.

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*"PowerShift" is a registered trademark of powershift.io, LLC. Derived from the Holacracy® Constitution v5.0 (HolacracyOne, LLC) under CC BY-SA 4.0.*