Al Andalus expansion, merger, third draft

[Jamie Palisades]

For some time, we have been discussing a possible merger and joining of the current CDS and Al Andalus estates into a common CDS governed territory. All of the proposed governing and economic details are discussed in this thread: http://forums.slcds.info/viewtopic.php? ... 394#p13240

That post contains my last draft of proposed legislation under which CDS would make an offer to Al-Andalus (AA) to join with us. We discussed that legislation in detail at the last CDS RA meeting. Most aspects of it seemed satisfactory to the legislators. However, we had a lengthy chat about how to add the AA electorate to the CDS electorate, for election purposes.

Several people expressed (varying) strong views and interpretations of our laws, constitution and what they claim or suggest are overriding principles, which in their view should control any CDS (and AA) elections.

They were invited to come forward with suggested solutions or alternatives, to permit constructive progress, but I am unaware of any being circulated. Accordingly, I submit the following options as proposed amendments (constituting a third draft) to the proposed (second draft) legislation. Only the matters that were discussed, having to do with elections for the RA's consideration.

Kind regards JP

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The significant differences here are:
(a) a rewrite of Section 4 on election-transition policy options.
(b) an amendment to Section 8, to make the one-year right to undo the merger reciprocal, as suggested at the last RA meeting.
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CDS-AA MERGER OFFER PROPOSAL, THIRD DRAFT

Resolved
CDS extends an offer to merge with the Al Andalus estates on the following terms and with the following conditions.

1. The six Al Andalus sims and four CDS sims will merge as one territory on acceptance of this offer by AA's managers; all land owning residents of AA will become CDS citizens, and land, rentals and administration of AA assets will be the responsibility of the established structures in the CDS government.

2. AA's SL groups will be maintained and administratively supported by CDS government, including the public interest lists; members of those lists may also be invited as appropriate to join other CDS groups. The exception is that SL groups used for land administration (in other words, government, not citizen groups) may be altered and consolidated.

3. As a project operated in Linden Lab's "Educational sim" class, AA sims may only be transferred to another duly qualified nonprofit organization. AA sims will be maintained in their current nonprofit status, and transferred to a new nonprofit organization as stated in paragraph 5.

The AA sims will remain at their current rents, tier and pricing, for one year after acceptance, so long as the Linden sim tier prices applicable to them do not change. See Section 8 also, regarding the first year of the merged estates.

Public land and buildings in AA shall become the property of CDS. All AA community builds will be subject to CDS law regarding community assets and theme build protection for AA's recreation of 13th century Arabic Granada, Spain. AA makes no representation that such structures will be available as copies for archive purposes, but will take reasonable steps, without incurring new expense, to supply archived copies and content where such exist. CDS agrees to take reasonable steps, without incurring new expense, to support the maintenance and operation of such buildings.

CDS government and AA management each warrant that they are aware of no present nonconforming builds or covenant violations on the AA sims. All building, structure and style terms of the present AA covenant will be retained.

4. Integration of electorate and provisions for representation. For interim purposes, when this offer is accepted, CDS shall determine an estimated number of added representatives (the "Interim Added Seats"), based on the number of AA citizens joining as CDS citizens as of the date of acceptance, by a resolution of the CDS RA after recommendations from the CDS chancellor and AA EO.

(a) If this offer is accepted less than one month before the next-scheduled CDS RA election deadline for declaring candidates, then new residents from AA may not have sufficient time to participate in the CDS faction and election process. The Al Andalus residents joining CDS shall, using AA's own governmental methods, elect residents to the Interim Added Seats, to serve a special three month term, after which a special CDS election shall be held to fill the seats for the remainder of the term.

(b) If this offer is accepted 30 days or more before the next-scheduled CDS RA election deadline for declaring candidates, then the CDS RA elections shall proceed as usual, taking into account changes to the citizenship census; and in the interim, until that new RA is seated, the current CDS RA shall be augmented by a number of nonvoting representatives (equal to the number of Interim Added Seats) appointed by the AA government using its own methods, to provide explicit liaison and input from the AA community.

The constitution of CDS shall be deemed amended to the extent necessary to permit (a) the RA to create nonvoting elected or appointed members, and (b) the special election of additional RA representatives from a newly joining estate, for a full term or shorter transition term as determined by the RA, in each case when appropriate to permit significant new added estates joining CDS to have transitional representation in CDS government from the outset of the merger.

5. A new nonprofit organization shall be established to be the sim holder of record, using two nominees from CDS and two nominees from AA as the nominal organizers, and the CDS chancellor (by virtue of office) as a presiding director or manager, or such other similar arrangement as applicable local law may permit, in a nonprofit company form reasonably acceptable to AA management and the CDS government. That organization shall have the purpose of reporting to, taking direction from and managing for the benefit of the CDS government.

The estate owner for the AA Sims for the first year will be nominated by AA, to serve until the eighth calendar day after the one year anniversary of the actual sim relocation, and afterwards by the usual CDS government methods. The AA EO must (a) act as an officer or agent of the new nonprofit entity; (b) agree to report to and take direction from the CDS government under the same terms as the current CDS EO, subject to the terms explicitly stated in this offer; and (c) agree to cooperate with the affiliation or merger of the new nonprofit entity, with a later new CDS nonprofit organization, if at a later time the CDS by legislation elects to subject the ownership of its other CDS sims to control by a nonprofit organizations.

6. CDS will open a funded local sim event programming panel, on the same terms to be used for other CDS communities, for the AA estate. CDS government and AA management each warrant that they are aware of no theme, feasibility or appropriateness issues with the cultural and event programming activities presently conducted on the AA sims.

7. This offer will remain open for 30 days from the date this resolution is adopted. AA may accept by its current EO so stating in writing, so long as:
(a) he/she confirms that one or more of the specific proposed maps of the combined CDS-AA sim territories, which has been approved by the RA, also is acceptable to AA; and
(b) The CDS government and AA EO each are satisfied, at the time of acceptance, that an economically substantial number of tier-paying AA residents have not indicated the intent to leave AA at the time of combination.

CDS and AA will submit a territory sim join request to Linden Lab, when and if that acceptance [is received and those conditions are met] within the allotted time. CDS will pay the applicable sim location transfer fees, and the actual reasonable costs of maintaining a cursory nonprofit organization's company status.

8. CDS and AA agree that, on the one year anniversary of the actual sim relocation, and for seven calendar days thereafter:

(a) The AA EO may elect after consultation with AA citizens to notify the CDS government in writing that the AA EO wished to separate the six AA sims from CDS, as a separate estate.
(b) The CDS RA may by a simple majority vote, and posted notice of that vote to AA and CDS citizens, elect to re-separate the six AA sims from CDS, as a separate estate.

Upon receipt of either notice, if it occurs, CDS will give up any rights in control over the AA nonprofit entity and AA EO, and have no further liability for the AA sims; and the AA EO and residents will absolve CDS of any such further liability. In such event AA and CDS will work in reasonable good faith to achieve a smooth transition.

If neither notice is received by the end of the seventh calendar day, this option to separate is permanently terminated.

PROPOSAL ENDS
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[Patroklus Murakami]

Superb work Jamie. Thanks for actively taking account of the views expressed at the last RA meeting. I think we are very close to agreement now on the terms that could be presented to AA for a merger. This is a very exciting and positive development - for both communities. This has the potential to reinvigorate both communities and bring huge benefits. Thank you for your patience in putting together your proposals and listening to the views of CDS and AA citizens. I know it has not been easy and some strong views have been expressed on the merger. It is a credit to you, to Rose, and to others that you have persisted with this to make the vision come true.

I have drafted a Proposed Constitutional Amendment (see below) to amend the CDS Constitution "to the extent necessary" to permit the RA to have additional members and the special election considered in your proposal. I've tried to keep it as short as possible, to permit AA to join on the terms you have specified and be general enough to leave the door open for other communities which may be considering joining us.

First though, a couple of observations:

• Special Election
  If the RA approves this before mid-June, and AA accepts before mid-July, AA will elect residents to fill Interim Added Seats. Your proposal envisages a special CDS election three months later (though it's not clear if this is just for the AA seats - in which case who votes? - or for the whole RA). If the AA reps are democratically elected I'm not sure there's a need for a further special election. I certainly would not have any objection to AA reps sitting for the whole of the next term if they have been democratically elected by AA citizens. I've put this bit in square brackets in the PCA below because I think it can be deleted.
  Nonvoting Representatives
  I guess we would be in this scenario if the RA does not approve a merger proposal until after mid-June (or later) and/or AA does not accept until after the next election is held. The idea of having 'nonvoting reps' was one I threw out while brainstorming after the last RA meeting. In this scenario, Jamie's proposal envisages adding non-voting reps from AA to the RA 'to provide input and liaison'. This is a good compromise if the AA EO is to 'select' reps rather than hold an election but, is that was is being proposed? If AA is able to democratically elect reps for the scenario in 4(a) then is there a reason why they would not be able to for 4(b)? I've left in 'nonvoting' in square brackets and 'appointed/elected' as options in the draft PCA below to cater for both options.

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PROPOSED CONSTITUTIONAL AMENDMENT

Insert new Article VII:

Article VII - Merger with other Communities

Section 1. Addition

The RA may invite other communities to merge with the CDS or consider an application for merger. The community will be deemed to have joined the CDS when a merger agreement is approved by both communities. The CDS will show approval by a majority vote in the RA. The community joining will show approval by agreement of their Estate Owner(s). The EO(s) must be able to demonstrate to the satisfaction of the RA that merger with the CDS has majority support.

The agreement approved by both communities will state the terms on which the merger is to take place. This may include, inter alia:
*the price the CDS will pay to the EO(s) of the new community for the purchase of the sims and all assets of the new community
*any special arrangements regarding non-profit (or other) status of the sims being transferred
*any special arrangements regarding, for example, rents, tier and pricing
*preservation and treatment of public land and buildings
*arrangements for relocation of sims if necessary

Section 2. Sim Management

The community joining the CDS will retain their own EO(s) for at least a year after merger. The EO(s) will report to and take direction from the CDS government under the same terms as any other CDS EO. Any sims owned by the community will merge as one territory with the CDS. All land owning residents of the new community will become CDS citizens and land, rentals and administration will become the responsibility of the CDS government.

Section 3. Transitional Representation

If the agreement to merge takes place less than one month before the deadline for declaring candidates in the next scheduled RA election, the community joining the CDS may, using their own democratic methods, elect a number of representatives to fill Interim Added Seats in the RA. [These RA members will serve a special three month term, after which a special CDS election will be held to fill the seats for the remainder of the term.]

If the agreement to merge takes place 30 days or more before the deadline for declaring candidates in the next scheduled RA election, the CDS RA elections will proceed as usual, taking into account the addition to the census. In the interim, the RA will be augmented by a number of [nonvoting] representatives (equal to the number of Interim Added Seats) appointed/elected by the community joining using its own [democratic] methods, [to provide explicit liaison and input from the new community].

Section 4. Interim Added Seats

The SC shall determine the number of added representatives to the RA - the Interim Added Seats - on the basis of the number of residents who will be joining as new citizens and the formula in the CDS Constitution.

Section 5. Option to Separate

One year after the agreement to merge/sim relocation and for seven calendar days thereafter:

The EO(s) of the community joining the CDS may decide, after consultation with the citizens of the new community, to separate from the CDS.

The RA may by simple majority vote, and posted notice of that vote to citizens in both communities, choose to separate the new community from the CDS.

Under receipt of either notice, the CDS will return the assets to the EO(s) of the departing community upon reimbursement of the purchase price. The CDS will have no further liability for the departing community's sims. The CDS government will work with the EO(s) in good faith to achieve a smooth transition.

If neither notice is received by the end of the seventh calendar day, this option to separate expires.