Decision rights and reserved matters
NOT YET IN FORCE. Requires: Steward appointed, consent deed signed.
Last reviewed 2026-08-18.
NOT YET IN FORCE
This document takes effect when a Steward has been appointed and has signed the consent deed described in section 4. Until then it is a published intention, and a reader should assume the founder holds unconstrained authority.
1. The honest starting position
Saberra has one person. Rick Broider holds every operating authority in the company: product, pricing, hiring, spending, partnerships, and the governance documents in this pack including this one.
There is no board. There is no management team. There is no vote he can lose.
This is normal for a company at this stage and it is also the single largest structural weakness Saberra has. Publishing it as a fact is the first honest thing this document does, and document 07 publishes it as a number that will move as it changes.
2. Why a self-imposed constraint is not a constraint
A founder who writes “I will consult before deciding X” has written a preference. He can revise it on the day it becomes inconvenient, which is the only day it matters. Nothing in a document authored, amended and enforced by one person constrains that person.
There is exactly one fix available to a solo company: give a specific outside person a right that the founder cannot take back, over a defined and short list of decisions. That is what the rest of this document does. Everything else in this pack is a commitment. This is the only structure.
3. The Steward
Role. One person, outside Saberra, who holds consent rights over the reserved matters in section 5 and the continuity role in document 02.
What the Steward is not. Not a director, not an employee, not an investor, not a manager, not an advisor to consult on strategy, and not someone with any right or duty in the day-to-day running of the company. The role is deliberately narrow: the Steward can stop a small number of specific things and can execute a continuity plan. Nothing else. A narrow role is one a busy competent person will actually accept.
Who is suitable. Someone with no financial interest in Saberra, no commercial relationship that a veto would jeopardize, enough standing to say no to a founder they like, and enough continuity to still be reachable in five years. A peer founder, a former colleague, a lawyer, or a board member from another organization. Explicitly unsuitable: a customer, a partner earning commission, a prospective investor, or a family member who would find refusal costly.
Compensation. None, or a nominal annual amount. A paid Steward whose income depends on Saberra is not independent.
Term and replacement. Three years, renewable. The Steward may resign at any time with 60 days notice. The founder may not remove the Steward except for incapacity, a conflict of interest that has arisen since appointment, or failure to respond within the timeframes in section 6, and any removal requires a replacement to be appointed within 30 days. A vacancy does not release the reserved matters, it freezes them. If no Steward is in post, a reserved matter cannot proceed at all.
4. The instrument
Two stages. The first is available this week and needs no lawyer. The second is what makes it permanent.
Stage one, now: the consent deed
A short signed agreement between Saberra and the Steward giving the Steward a contractual right of prior written consent over the reserved matters in section 5, plus the right to make public both the existence of the deed and the fact of any refusal.
That publication right is what gives a contract teeth before there is an equity instrument. A founder can breach a contract. A founder cannot breach a contract quietly when the counterparty is entitled to say so.
Stage two, at formation: the Steward Interest
Saberra is forming as Saberra LLC, an ordinary New Hampshire LLC. An LLC has no shares, so the mechanism is not a share. It is a membership interest of a separate class, created in the operating agreement.
Class S, the Steward Interest, one unit, held by the Steward:
| Capital contribution | None, or a nominal dollar |
| Share of profits and losses | 0% |
| Right to distributions | None |
| Participation on liquidation | None |
| Vote on ordinary matters | None |
| Consent right | Required for each reserved matter in section 5 |
| Transferable | No. Personal to the holder |
| Redeemable by the company | No, except on the terms in section 3 |
The holder gets no money, ever, and cannot be bought out. All they can do is refuse a short list of things.
5. Reserved matters
The Steward's prior written consent is required for each of the following. The list is short on purpose: a long list makes the Steward a bottleneck and gets the arrangement quietly abandoned.
1. Amending the purpose statement or the scope boundaries
in document 00. With no charter, this reserved matter is the only thing standing between the published purpose and a future owner who finds it inconvenient.
2. Amending or removing any of the seven scope boundaries
in document 00, with particular weight on boundaries 3, 4, 5 and 7: the customer data commitments, the capital commitment, the human confirmation requirement, and the no-suppression commitment.
3. Accepting any capital instrument carrying governance rights
including board seats, veto rights, consent rights, protective provisions, or priority of any kind. See document 03.
4. Amending or removing the Regen Pool commitment
or changing its position above the profit split. See document 08.
5. Amending this document
including the reserved matters list itself and the Steward's own terms.
6. Selling, merging, or dissolving the company
or transferring substantially all of its assets.
7. Changing the terms on which customers can export or retain their records
where the change reduces customer rights.
8. Moving the founder up a compensation stage
under the ladder in document 03 section 10, and lifting the pause on profit distributions once the gates are met.
6. How consent works
- The founder sends a written request naming the reserved matter, what is proposed, and why.
- The Steward responds within 14 days. Consent, refusal with reasons, or a request for information that restarts the clock once.
- Silence is refusal. A non-responsive Steward does not become a rubber stamp.
- A refusal is recorded in the decision log with its reasons and published in the next quarterly figures under document 07, as a count. The reasons stay private unless the Steward chooses otherwise.
- There is no appeal and no override. A reserved matter that the Steward refuses does not proceed.
8. What this does not fix
A single Steward with a narrow veto does not give Saberra a decision process that resolves without domination. Day-to-day, one person still decides everything, and will until there are more people. This document makes a short list of structural decisions un-unilateral. It does not distribute power, and publishing it as though it did would be the dishonest version.
The honest description: Saberra is a founder-run company that has given away the right to change what it is.