Structures

Research todos

• Co-op examples
  • Catalyst Cooperative - Open Data Science for a Stable Climate
  • Oxide Computer Company
  • Panel: Let’s Talk About Co-ops - YouTube
  • Home | Interstitial Technology
  • MBOA DIGITAL
  • Agaric
  • Crowdmatching for Public Goods — Snowdrift.coop
• Legal firm specializing in co-ops: Home - jason wiener | p.c.
• Handbook - PostHog
• Take notes on Valve Employee Handbook
• The Cabal: Valve’s Design Process For Creating Half-Life

  Notes

  Colorado may be a favorable state for incorporation: Colorado — “The Delaware of Cooperative Law” | by Fifty by Fifty: Employee Ownership News | Employee Ownership News | Medium
• Limited Cooperative Associations:
  • Colorado is one of a few states to have adopted the Uniform Limited Cooperative Association Act (“ULCAA”). Title 7, Article 58, contains the Colorado Limited Cooperative Association Act (“LCA”), which was passed in 2010. ULCAA has now been adopted in six states and the District of Columbia and is pending in Washington. Variations have also been adopted in states such as Minnesota and Wisconsin. In some ways, California’s recently adopted Worker Cooperative Act (AB 816) drew from ULCAA to create greater flexibility and the ability to raise outside investment capital.
  • ULCAA retains central cooperative principles and “guard rails” but permits outside “investor-members” to have limited voting rights and a share of revenue or profits. Until recently, these two features were largely viewed as anathema to cooperative self-ownership and sovereignty. Decades in which cooperatives have struggled to grow, scale up and raise equity investment capital gave rise to a new, more flexible cooperative form, the LCA. The LCA is a hybrid entity, pairing the features and controls of more traditional corporate governance with the flexibility of an unincorporated entity, like an LLC or a limited liability partnership.
• Coops can also be PBCs
• All filing is electronic

Co-op recommendations from: Cooperative Digital Infrastructure

• Include people with management profiles in the cooperative that not only support with the administration of the co-op but also with the planning necessary to maintain the DI in the long term.
• Members of the cooperative who specialize in communication are of great help in promoting the DI project and for attracting people with different abilities to the cooperative. They can also support making the documentation accessible and maintaining contact with the development community.
• The democratic practices of a cooperative enterprise can be extended to the development community and include them in the decision making process about the direction of the DI project. This can be in the form of surveys, open discussion forums, polls, voting, etc.
• The cooperative can contribute to the DI project with the procurement and maintenance of software development infrastructure such as hosting, domains and self-hosted repositories.
• DI users are potential members of the development community. Responding to their requests can motivate them to join the development or request implementation and support services from the cooperative.
• Intercooperation is one of the greatest strengths of the cooperative model. The cooperative should not only establish relationships of trust with the development community but also with other cooperatives that develop software, including consider joining federations.

Inside Igalia: Scaling a Co-Op Beyond 100 Members - YouTube

• completely flat, cooperatively owned and managed
• no bosses, no managers, no CEO
• everyone makes same amount of money and decision-making power
• turnover rate <5% (industry average is 13%) average of those who stay is ~7 years
• being a coop has you exist at the intersection of the team's values interest and needs
• Ingredients:
  • equality
  • shared values & goals
  • trust
  • respect & appreciation
• org structure:
  1. stages (how to advance the org)
     • staff (1st year, onboarding)
     • pre-partner (next 2 years, full decision-maker)
     • partner (final form, legal co-owner)
     • goal is for everyone to become a partner!
  2. assembly (decision making body)
     • comprised of the partners and pre-partners
     • ramp into assembly is a build mutual trust over time
     • two half-day meetings every two months
     • an email list
     • major uses:
       • keep team informed about the status
       • start problem solving discussions
       • get feedback on concrete proposals that effect the whole co
       • final approval of proposals
       • i.e. new clients & contracts, new investments, new hire approval, money stuff, change to working conditions
     • assembly decisions being transparent builds trust, and the oversight keeps focus on values and alignment
  3. agreements (how co operates)
     1. combined values/bylaws/terms of employment and benefits - all written down and version controlled
     2. how to progress, handle difficult financial times, amend the agreements
     3. define which decisions need consensus and which need majority from assembly
  4. teams & commissions (who does what)
     1. technology teams that work on a specific kind of technology
     2. support team does company-wide work (sales, contracts negotiations, project management, process, finance, hr); overlap between support and the technology teams
     3. besides being on teams, members have roles and commissions
        • roles are within a team (sales, strategy, recruiting/interviewing, communication, training, demos)
        • commissions: company-side coordination tasks (assembly commission, agreements commission, DEI commission, strategy commission, etc); must have rotating members
        • dynamism in roles leads to respect and appreciation; collaborating to share work.
• hiring does not occur for a specific job description. there is not a boss assigning work to you. It's up to the team member finding the ways where they can contribute best. Every contribution feels like a gift. See and appreciate what other people bring.
• Challenges: on-boarding and training new members; bringing junior team members; some kinds of diversity
• Growth is more reactive than anticipatory; it's a discussion every year, goal to maintain culture.

Interesting additional discussion on Igalia:

• time for money -- wingolog

Notes from Adam @ Muse

I noticed Muse was incorporated as a C corp and that you raised a couple of seed rounds (crunchbase is an unreliable narrator so this might be inaccurate). In general, did you keep a relatively standard equity structure and vesting schedule for team members?

We allocated a larger equity share for our early team members and we also did two-year vesting, but otherwise it was pretty standard.

What was the promise for the seed funders? Was it all inside investment, or was the expectation of like a Wistia-style dividend/buyout?

We told them our aspiration was to eventually return dividends. But if I'm being honest, most of them were in it because (1) they liked our team and wanted to support us, especially given the relatively small amount we were asking for and (2) they considered it an option against the possibility we might decide to "go big" in the future. For #2 there are lots of examples including GitHub, Mailchimp, and Atlassian so not a wild thing to hope for that even if the company founders weren't aiming for it.

Was there specific governance in the charter (?) about partners, authority, etc or was it more of a social contract?

Closer to the latter. We didn't deviate from the standard legal boilerplate in terms of governance. But internally we had a concept of "making partner" which meant access to top-level company discussions, a chance to vote on important questions, and authority to spend money. Legal contracts that required signing (opening a bank account, employment contract, etc) would have to go to me and Mark who were the two members of the board and officers of the company.

Did y'all have a lawyer do a lot of the non-standard stuff custom? How did that go?

We worked with Carney who has done a bunch of non-standard stuff for Calm Fund. But in the end we didn't ask them for much that deviated from the normal templates, we found it easier to work more at the social contract level that you mentioned.