Operating Agreement Template

for Collaborative Teams

Colorado Collaborative Partnership

December, 2005
 Somewhere between the complicated legalese of by-laws and the cliché
feeling of group norms, members of working partnerships can agree upon
effective ways of working together through an
operating agreement.
What is an operating agreement?
An operating agreement is a document that outlines the expectations and
guidelines for working together in a partnership. It is coauthored by group
members, mutually agreed upon and used as a guiding document in the
work of the partnership.
An operating agreement serves as:
• A job description for group members.
• A contract between partners.
• A set of guidelines for procedural operations and ways of working
together.
• A roadmap of the expectations of the partnership.
• A record of essential group functioning for outsiders or new members.
• A document that implies, through its structure and wording, the
values, intentions and identity of a partnership.

How is an operating agreement used?

An operating agreement should be a reference document that assists in
helping the partnership work in an effective way. Until the group is used to
working together members may need to refer to the operating agreement
frequently. However, it will soon be a document that may be needed only in
unusual circumstances or as an aid for orienting new members to the style
and process of the group.
An operating agreement should:
• Be a way for members to hold themselves and their peers accountable
for the process, work and responsibilities they have agreed to.

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 • Be a reference for the process of working together when things get
murky.
• Give potential members or other “outsiders” a clear perspective on the
purpose and day-to-day operations of the partnership.
• Provide a way to resolve process conflicts.

What is included in an operating agreement?

Each operating agreement should be unique to the needs and culture of the
partnership. The agreement may be short and sweet or extensive and
formal but it should reflect the philosophy and process needs that are
important to the effective functioning of the group and the identity of the
partnership. The end product should be a document the partnership
believes is representative of both who they are as a team and how they will
work and interact as individuals on that team.
Typically an operating agreement includes:
• The purpose of the partnership.
• The decision making process.
• Membership guidelines.
• Guidelines for roles, leadership, and recruiting new members.
• Various process guidelines such as facilitation, term limits, record
keeping, handling conflict, etc.
Operating agreements may also include:
• Philosophical beliefs or practices of the partnership.
• Rules for outside communication such as with the media.
• Timelines or outcomes for the work of the partnership.
• Guidelines for dissolving the partnership.

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How is an operating agreement developed?
To be effective an operating agreement must be individualized and reflective
of the needs and culture of each specific partnership. It must also be agreed
upon by all members.

If the partnership is just forming, partners should work through what will be
included in the agreement and how it will be phrased. If the partnership
already has by-laws or a Memorandum of Understanding, appropriate
sections may be extracted and reviewed with the group. Any necessary
changes or additions should be may and the document adopted. (If
necessary, take note of where the by-laws or MOU made need to be
amended to reflect changes made for the operating agreement.)
The operating agreement should be:
• Specific and clear – detailed where necessary.
• Coauthored by group members.
• Reviewed and agreed upon by all members.
• A living document that can be reviewed and changed as the needs,
culture and work of the partnership evolves.

How is an operating agreement different from by-laws or a

Memorandum of Understanding (MOU)?
• An operating agreement is solely focused on process, or how group
members agree to relate to each other, and to external sources, while
in partnership. An operating agreement does not address in detail
work product, resource commitments, legal status, externally imposed
requirements, etc.
• An operating agreement should be readable and accessible, cutting out
much of the unnecessary language of legal documents and
consolidating all the important process information in one place.

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 • An operating agreement should be easier to use and to update as a
living document than a legal document.
• An operating agreement can bridge divergent by-laws of several
different partner agencies or address the specific needs of a workgroup
formed under the auspices of a general MOU.
• Since an operating agreement is authored and agreed upon by all the
members of a partnership it can and should be more reflective of the
philosophy and needs of the group at the moment. It can and should
include guidelines that are important to group members but may not
be included in formal legal or required documents.

The following example of an operating agreement was modified from a

document used by a standing partnership. The partnership included 13
agencies or organizations and 20+ members. The partners meet for 2 hours
twice a month. The operating agreement was developed at the beginning of
the partnership and then reviewed and revised at a year and four months at
which time the partnership was expanding its membership and scope of
work.

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 EXAMPLE OPERATING AGREEMENT

PURPOSE
Highlighting a statement of purpose or mission statement at
the beginning of the guidelines helps to reinforce the common
purpose of the group and also allows anyone who is not
familiar with the partnership to begin with a review of the
intended purpose of the partnership’s work.

DECISION MAKING
It is important all members of the group are on the same page
when making decisions. A clear process of decision making
lends legitimacy to group process and protects the group from
decisions being challenged and ground having to be recovered.

Any style of decision making can be appropriate in group

process as long as it is agreed upon and functional for the
purposes of the partnership. In the following example the
group combined modified consensus, with an agreed upon
definition, with a fall back provision for voting. The decision
making section should also include necessary details such as
how representatives are defined, procedures for absentee
voting, numbers needed for a quorum, etc.

Consensus
The collaborative will use a consensus decision making process.
Consensus is an agreement that all stakeholders can support, built by
identifying and exploring all parties’ interests and by assembling a
package agreement which satisfies these interests to the greatest
extent possible.

Voting
The collaborative will make every effort to work within a consensus
process and not need to call a vote. Decisions involving the
commitment of money or other resources will be formally documented.

It is recognized that when dealing with some issues, particularly those

involving the allocation of money or other resources, voting might be
necessary. In the case that a vote is deemed necessary, each agency
represented gets one vote. Agencies are represented by members of
the Representative group.

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In the event consensus cannot be reached, parties will:

1. Clarify the issue that will be voted on including wording and what
actions will be taken if the issue passes or fails.
2. Distribute the above information via email to all members of the
Representative group including an announcement that the issue
will be voted on at the next meeting.
3. Accept absentee votes of Representatives.
a. Representatives who are not able to attend a meeting
where a vote will occur may:
i. Email their vote and comments to a Representative
prior to the meeting in which the vote will be held.
The vote and comments of the absentee party will be
reported and recorded at the meeting.
ii. Send a representative to vote.
iii. Abstain from voting on the issue.
4. The current facilitator calls a vote at the next meeting.
5. Record: the reason for a vote being called, issue being voted on,
count and result.

An issue passes if it receives a majority of votes, including a simple

majority in the event of a quorum, in favor unless otherwise noted in
the Agreement.

A quorum is one-half of the Representatives either in attendance or

voting in absentee or by proxy.

Any voting of the Representatives shall not compel the specific action
or expenditure of any agency if that agency determines it is contrary
to their mandates, contract provisions, applicable regulation or statute,
availability of funds, or best interest.

Email and Phone

Decisions which must be made between meetings may be made over
email or phone. It is the responsibility of the member calling for a
decision to clearly state the problem, the options, the decision being
requested and the deadline for feedback or a vote. It is the
responsibility of the member calling for a decision to make their best
effort to contact all members of the collaborative.

ROLES
Roles as well as membership requirements and responsibilities
can be defined in an operating agreement. This can help to
hold members accountable to their roles within the
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partnership. The section can also be used to present clear
guidelines for potential new members, highlighting what will
be expected of them if they commit to joining the partnership.
Outlining the format for inviting new members to the
partnership will create a mechanism so that current members
do not feel blindsided or confused when a new partner is
brought on board.

Since this group has decided to operate on a consensus model

whenever possible, they have outlined general membership
requirements and also requirements for becoming a
representative of an agency who is empowered to cast a formal
vote if necessary.

Members
Partnership Members are any participants that have been approved
and invited by the group. Members are invited to participate in
discussion, work and projects. They may choose to be listed as
Partnership participants and join the email list.

Member should demonstrate:

1. An understanding of and commitment to the vision, values and
purpose of the Partnership.
2. The ability and commitment to regular attendance of meetings and
full and honest engagement in the process.
3. Commitment to problem solving and decision making through a
consensus model, realizing that voting is an option of last resort
under specific circumstances or where intractable conflict emerges.
4. The ability to represent the interests and needs of their agency or
organization and the populations they serve while simultaneously
viewing services to families and children on a systems-level and
understanding the mandates and needs of other partner agencies
or organizations.
5. An agreement to engage in an ethical manner, follow all pertinent
local, state and federal laws and to act in best faith.

Inviting new Members to the group

From time to time new agencies may need to be invited to the table.
Any new Members should be discussed and approved by the
collaborative before an invitation is extended.

Orientation of new Members

Orientation of new Member(s) is essential to both the effectiveness
and comfort level of the new Member(s) and the smooth functioning of
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the Partnership. Therefore, it is the responsibility of the Member(s)
who extend the invitation to orient the new Member(s) and to answer
any questions they may have. Orientation must be done previous to
the new Member(s) first meeting.

Representatives
Representatives are selected to being the single voting representative
for their agency or organization. In the event consensus cannot be
reached and a vote is necessary they are expected to represent the
interests of their agency or organization and the populations they
serve, while working in good faith towards the goals and objectives of
the collaborative.

See MOU for additional information and membership requirements for

Representatives.

Orienting new Voting Representatives

Whenever possible, Representatives should already be familiar with
the structure, work and values of the Partnership. When orientation is
necessary it is the responsibility of the current Representatives to
assure the new Representative has all the necessary and relevant
information and fully understands his or her position and role.

REPRESENTATION
This section defines the responsibilities of members if they
miss a meeting and the appropriate options for an alternative
representative. Notice the implication is the expectation that
members will attend all meetings.

Missing a meeting
It is the responsibility of the member who misses a meeting to catch
up through reading the meeting notes, discussing the meeting with
members who were present and/or communicating with the
facilitators. Members are not obligated to spend meeting time
covering something that was missed.

Substitute representatives
If a member cannot attend a meeting it is their responsibility to send
an informed substitute who has the ability to act in their place.
Agencies that have multiple members at the table may use a regular
member as their representative and do not need to send a substitute.

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COMMUNICATION WITH OTHER GROUPS, INDIVIDUALS AND
THE MEDIA
This section may be very important or totally irrelevant
depending on the work and composition of the partnership.
Deciding in advance on agreed upon standards and methods for
formal communication will help insure the consistency of the
partnership’s message and make members feel more secure in
the confidentiality level of the meetings.

Accountability
The collaborative is accountable to the following:
• City and County community
• Clients and their families
• The individual agencies represented and the directors of those
agencies
• The state oversight department

Communication with other key people

Other people who are important to the work of the collaborative but do
not attend regular meetings may be kept informed by receiving
meeting notes, email communications or personal correspondence. All
members of the collaborative will be notified as to which individuals
are being included in correspondence.

Communication with outside individuals and groups

The meetings must be open to the public if a member of the public
would like to attend. Any communications with other groups or the
media should be approved ahead of time by the collaborative. Guests
should also receive prior approval.

SUSTAINABLITY
This particular group decided it was important to codify their
intentions to develop and maintain a sustainable group. This is
an example of the way an operating agreement can be modified
to the needs of the group and reflect the values of the
partnership.

It is the intention of the collaborative to remain a sustainable, long-

term collaborative effort. The collaborative will produce structure and
products with this goal in mind. It is understood that the structure
and operations of the collaborative are flexible and may change
depending on conditions and needs.

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COMMUNICATION GUIDELINES
Communication guidelines are similar to “group norms” and are
behavioral guidelines and expectations for members of the
partnership.

I agree to use my best efforts to meaningfully participate in the

Partnership and to follow the guidelines below:

1. In general, each group member should work to create an open

and frank dialogue that allows for a full and respectful exploration of
similar and different points of view. Thus:

• One person at a time speaks

• I will listen carefully and as an ally

3. In this dialogue, I will focus on the issues involved, rather than

perceptions of motives, relationships and personalities.

4. It is essential that everyone have a chance to be heard and to

hear others. Therefore, I agree to avoid side conversations or
interruptions while someone is speaking.

5. In order to give everyone a chance to talk, participants should

be sensitive about the length of comments and encourage equal
participation from all group members.

6. Once an agenda has been agreed upon, it is important to adhere

to it in terms of both time and topic. If it appears that an agenda
should be changed, this should be done by group decision.

7. Meeting participants may have strong opinions about the items

under discussion, but it is important to remain open minded about
proposals, ideas, concerns, etc., while different points of view are
being presented and discussed. Participants should be intentional
about recognizing and facing assumptions and preconceived notions
that may affect relationship building, decision making or ideas.

8. I will attempt to stay focused on the underlying concerns or

interests that need to be addressed rather than on whether any
particular proposal is good or bad.

9. In order to maximize the productive time available, I will also

avoid repeating points that have already been made adequately.
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10. Consensus does not mean unanimity, but rather, the best
agreement that can be reached at this time, which each member of
the group can live with and/or support.

11. Work to build a safe environment where everyone can

participate fully regardless of style. Consider and respect the quieter
participants.

12. To modify these guidelines as the group evolves.

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