Astronautica Cooperative Charter (working draft)

This charter is a living document that outlines how the Astronautica Cooperative could legally and operationally function once incorporated. It is not yet legally binding. The purpose of drafting it now is to clarify intent, surface open questions, and create a foundation for future legal review.

TODO: Engage cooperative law counsel to translate this draft into compliant bylaws for the chosen jurisdiction.

Key definitions (draft)

Shared language will help future members interpret the charter consistently. Definitions below are placeholders until legal review.

TODO: Expand definitions to include “Steward”, “Mission Squad”, “Flight Candidate”, “Good Standing”, etc.

Article overview

The charter is organized into eight articles. This overview provides quick reference and tracks current drafting status. Details follow in subsequent sections.

Article I – Identity & Purpose

• 1

  The organization shall be known as Astronautica, comprising a Foundation (mission guardian), a Cooperative (member body), and a Ventures arm (investment vehicle), collectively dedicated to pursuing human access to space through collective action.

• 2

  The Foundation exists to protect the mission, hold intellectual property, and set strategic direction. The Cooperative is a member-owned entity providing democratic governance and operational capacity. Ventures invests in the space ecosystem to generate returns that fund cooperative missions.

• 3

  Secondary purposes include advancing public understanding of cooperative space access, sharing research openly, and reinvesting knowledge to benefit life on Earth.

Open questions: Preferred jurisdiction for each entity, Foundation tax status (501(c)(3) vs. 501(c)(4)), Ventures legal structure (LLC vs. LP).

Article II – Membership

• 1

  Membership shall be open to individuals who commit to the cooperative’s mission, complete onboarding, and remain in good standing with participation and contribution expectations.

• 2

  Each member holds one vote in the General Assembly. Voting rights may be suspended for safety or compliance violations through due process defined by Article III.

• 3

  Membership contributions may include dues, time, expertise, or other resources. Contribution pathways and expectations will be codified in a Membership Agreement referenced by this charter.

• 4

  Membership classes (e.g., founding, active, alumni) may be created by the Assembly, provided no class undermines the principle of democratic control.

TODO: Define onboarding steps, dues policy, leave of absence process, and conflict resolution channels.

Article III – Governance

Governance spans three levels: the Foundation Board (strategic oversight), the Cooperative's General Assembly and Mission Control Council (member governance), and Ventures' GP/LP Advisory (investment governance).

• 1

  The Foundation Board includes the founder (permanent seat, Board Chair), 2-3 cooperative-elected representatives, and 2-3 independent advisors. The founder holds targeted veto rights on existential decisions: mission changes, dissolution, IP licensing outside the ecosystem, and modifications to founder privileges.

• 2

  The General Assembly convenes at least quarterly within the Cooperative to approve strategy, budgets, risk posture, and structural changes. The Mission Control Council coordinates operational arms and publishes transparent activity reports.

• 3

  Standing committees (e.g., Risk Review Board, Ethics Panel) may be established to provide independent oversight across all entities.

Open questions: quorum numbers, recall mechanisms, dispute resolution, digital voting tooling, Ventures LP advisory composition.

Article IV – Operational Arms & Workstreams

Operational arms embody the cooperative’s distributed intelligence. This article codifies their purpose and lines of accountability.

• 1

  The cooperative recognizes at minimum eight arms—Think Tank, Legal, Signal & Story, Finance, Engineering, Training, Operations, Alliance—each with a steward approved by the Assembly.

• 2

  Arms maintain charters describing scope, decision rights, documentation standards, and how their work remains open-source by default while honoring safety constraints.

• 3

  Mission Squads may be formed across arms to deliver specific outcomes. Squads disband after completing objectives and must publish retrospectives and learnings.

TODO: Draft arm charter template, define steward eligibility, clarify how new arms are proposed and ratified.

Article V – Transparency & Records

• 1

  Meeting minutes, budgets, mission telemetry, and governance decisions must be recorded and accessible to all members. Sensitive data (e.g., personal or export-controlled information) requires guarded yet auditable storage.

• 2

  The cooperative will adopt open-source tooling where feasible to document work. Proprietary tools may be used temporarily with Assembly approval and sunset plans.

• 3

  Members have the right to inspect records, subject to reasonable notice and privacy safeguards.

Open questions: preferred documentation platform, export-control compliance workflow, archival policy.

Article VI – Safety & Risk

• 1

  Safety is a core cooperative value. Any member may raise a safety concern. The Mission Control Council must acknowledge and address escalations within a defined timeframe.

• 2

  A Risk Review Board shall audit legal, financial, operational, and human safety risks. Board findings are reported to the Assembly with recommended mitigation actions.

• 3

  Participation in high-risk activities (e.g., training, flight preparation) requires informed consent, medical screening, and adherence to cooperative safety protocols.

TODO: Draft safety doctrine, establish stop-work authority, define insurance requirements, integrate with legal counsel.

Article VII – Finance & Assets

• 1

  Revenue flows through multiple channels: member dues fund the Cooperative's operations, grants and sponsorships fund the Foundation's research and communications, and Ventures generates returns through its investment pipeline. All financial statements are shared at least quarterly.

• 2

  Investment returns from Ventures flow to the Foundation's mission funding pool. The Foundation Board decides the split between mission funding and cooperative patronage allocation. Mission funding is always prioritized.

• 3

  Members earn mission credits through dues, time contributed, training milestones, and projects led. Crew selection for cooperative missions is gated first by mission requirements (training, medical, technical qualification), then by mission credits among qualified candidates.

• 4

  Assets (digital, physical, intellectual) are held by the Foundation on behalf of the ecosystem. Use and licensing must favor open access when safe and legal to do so.

Open questions: treasury tooling, Ventures GP economics (management fee + carried interest), fiscal sponsorship options, treatment of accelerator equity.

Article VIII – Amendments

• 1

  Amendments to this charter require a supermajority vote of the General Assembly. Specific thresholds (e.g., two-thirds) will be set during incorporation.

• 2

  Proposed amendments must be circulated to members with sufficient notice, including rationale and impact analysis, before voting occurs.

• 3

  Emergency amendments may be enacted temporarily by the Assembly to address urgent risk, subject to ratification at the next scheduled Assembly meeting.

TODO: Define notice periods, emergency criteria, and version control for charter updates.

Implementation Notes & Next Steps

This draft charter will continue to evolve as we engage advisors and future members. For suggested edits, reach out via the contact page or annotate when we move the document into version control.