adopt a cooperative operating agreement #72

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chadwhitacre opened this Issue Jun 30, 2014 · 127 comments

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chadwhitacre commented Jun 30, 2014

It's time. Gittip right now is an LLC that is wholly owned by me. Gittip is de facto owned by the subset of our users that think of themselves as owning Gittip. We need to make this real de jure. I think we should be able to do this by writing bylaws an operating agreement for the current LLC.

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seanlinsley Jul 1, 2014

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I definitely agree this is needed. Are there examples we can base ours off of?

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seanlinsley commented Jul 1, 2014

I definitely agree this is needed. Are there examples we can base ours off of?

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chadwhitacre Jul 3, 2014

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I believe @Guruzilla @phoemke was going to maybe look into this?

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chadwhitacre commented Jul 3, 2014

I believe @Guruzilla @phoemke was going to maybe look into this?

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chadwhitacre Jul 3, 2014

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(Have asked on Twitter for a GitHub nick.)

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chadwhitacre commented Jul 3, 2014

(Have asked on Twitter for a GitHub nick.)

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balupton Jul 3, 2014

Is owners the right word here, I would have thought evangelists would be more appropriate. As while they have access to the IP, they don't own it.

confabulators is a confusing term, let's not invent terms.

In Bevry land, we have;

  • users, people who use our stuff
  • contributors, people who participate in our issues
  • extras team, people who have push/pull access to our plugins
  • core team, people who have push/pull access to our core projects
  • leadership team, people who have owner access
  • me, the guy on the LLC

For gittip:

  • users
  • contributors
  • evangelists
  • staff

seem appropriate

balupton commented Jul 3, 2014

Is owners the right word here, I would have thought evangelists would be more appropriate. As while they have access to the IP, they don't own it.

confabulators is a confusing term, let's not invent terms.

In Bevry land, we have;

  • users, people who use our stuff
  • contributors, people who participate in our issues
  • extras team, people who have push/pull access to our plugins
  • core team, people who have push/pull access to our core projects
  • leadership team, people who have owner access
  • me, the guy on the LLC

For gittip:

  • users
  • contributors
  • evangelists
  • staff

seem appropriate

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chadwhitacre Jul 3, 2014

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Confabulators isn't part of the bylaws. I wanted to avoid contributors because when I've used that term for Gittip people have thought it refers to people contributing money on Gittip. I also considered collaborators but that has a specific meaning w/in GitHub. Not everyone who participates in conversations is officially a contributor collaborator in GitHub parlance. I also considered participants but that's what we call people with a Gittip account in our database. But yeah, confabulators isn't in the bylaws so let's discuss that elsewhere if necessary.

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chadwhitacre commented Jul 3, 2014

Confabulators isn't part of the bylaws. I wanted to avoid contributors because when I've used that term for Gittip people have thought it refers to people contributing money on Gittip. I also considered collaborators but that has a specific meaning w/in GitHub. Not everyone who participates in conversations is officially a contributor collaborator in GitHub parlance. I also considered participants but that's what we call people with a Gittip account in our database. But yeah, confabulators isn't in the bylaws so let's discuss that elsewhere if necessary.

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chadwhitacre Jul 3, 2014

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I actually want multiple people to own the LLC. In the past I've organized a cooperative as an LLC with cooperative bylaws.

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chadwhitacre commented Jul 3, 2014

I actually want multiple people to own the LLC. In the past I've organized a cooperative as an LLC with cooperative bylaws.

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seanlinsley Jul 3, 2014

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I wanted to avoid contributors because when I've used that term for Gittip people have thought it refers to people contributing money on Gittip

In my opinion contributors is the clearest word available to describe people who participate in Gittip's development. If it's confused with those funding Gittip, maybe we should describe those people as backers or donators or patrons.

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seanlinsley commented Jul 3, 2014

I wanted to avoid contributors because when I've used that term for Gittip people have thought it refers to people contributing money on Gittip

In my opinion contributors is the clearest word available to describe people who participate in Gittip's development. If it's confused with those funding Gittip, maybe we should describe those people as backers or donators or patrons.

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paulfitz Jul 11, 2014

Not sure if this will be useful to you, but here are the bylaws of our random consumer/shared-services co-op: http://member.datacommons.coop/bylaws. You end up with member-owners who use the co-op's services and elect a board that directs the co-op, and (optionally) patrons who use the services of the co-op without being members. There are professional co-op developers out there who are very helpful at organizing co-op conversions (disclaimer: I'm married to one of them). I wonder also if people like AORTA http://www.aorta.coop/ might also be able to help with the overall situation.

Not sure if this will be useful to you, but here are the bylaws of our random consumer/shared-services co-op: http://member.datacommons.coop/bylaws. You end up with member-owners who use the co-op's services and elect a board that directs the co-op, and (optionally) patrons who use the services of the co-op without being members. There are professional co-op developers out there who are very helpful at organizing co-op conversions (disclaimer: I'm married to one of them). I wonder also if people like AORTA http://www.aorta.coop/ might also be able to help with the overall situation.

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phoemke Jul 15, 2014

Ping! (Hi, Chad!)

The nutshell at the tip of the iceberg is that as a PA LLC, the Operating Agreement is the definition of the entity. Changing it (by whatever means are currently defined in the agreement) would change the rules of how Gittip is defined.

In our case, we'd want to create definitions of owners that fit our own understanding of "We the Gittip". How that relates to contributors, participants, and others is going to be complex. (Building a generous community that is safe from griefers is a delicate matter.)

(I have a few links for resources, but not sure how to compile and summarize those usefully yet, so I'll save them and keep researching.)

phoemke commented Jul 15, 2014

Ping! (Hi, Chad!)

The nutshell at the tip of the iceberg is that as a PA LLC, the Operating Agreement is the definition of the entity. Changing it (by whatever means are currently defined in the agreement) would change the rules of how Gittip is defined.

In our case, we'd want to create definitions of owners that fit our own understanding of "We the Gittip". How that relates to contributors, participants, and others is going to be complex. (Building a generous community that is safe from griefers is a delicate matter.)

(I have a few links for resources, but not sure how to compile and summarize those usefully yet, so I'll save them and keep researching.)

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chadwhitacre Jul 21, 2014

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(FTR, I've switched from confabulator to contributor in 7f05b9b.)

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chadwhitacre commented Jul 21, 2014

(FTR, I've switched from confabulator to contributor in 7f05b9b.)

@chadwhitacre chadwhitacre referenced this issue Mar 11, 2015

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Improve IA #154

This was referenced May 4, 2015

@chadwhitacre chadwhitacre changed the title from write bylaws to write cooperative bylaws May 29, 2015

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chadwhitacre Aug 6, 2015

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Scott Bader was founded in 1921 and conventionally managed for 30 years. However Ernest Bader, the founder, was never comfortable with a capitalist governance structure. Having become Quakers, Ernest and his family believed that ethical and moral action to improve this world was vital. For many years they sought a 'third way' of distributing the capital of the company in a less divisive manner and a method by which all employees could have a 'real' say in the company. They believed that labour should employ capital, acknowledging the equality of everyone as individuals and that only a restructure of the way industry was managed would bring this about.

In 1951 a radical decision was made resulting in the creation of The Scott Bader Commonwealth, which was founded on Quaker Principles.

http://www.scottbader.com/about-us/11/our-history

The people that work at Scott Bader can become Members of The Commonwealth and as such become trustees-in-common of the company assets. Each generation must ensure the ongoing success of the organisation so that future generations can benefit from its continued existence.

http://www.scottbader.com/about-us/45/our-governance-structure

(h/t)

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chadwhitacre commented Aug 6, 2015

Scott Bader was founded in 1921 and conventionally managed for 30 years. However Ernest Bader, the founder, was never comfortable with a capitalist governance structure. Having become Quakers, Ernest and his family believed that ethical and moral action to improve this world was vital. For many years they sought a 'third way' of distributing the capital of the company in a less divisive manner and a method by which all employees could have a 'real' say in the company. They believed that labour should employ capital, acknowledging the equality of everyone as individuals and that only a restructure of the way industry was managed would bring this about.

In 1951 a radical decision was made resulting in the creation of The Scott Bader Commonwealth, which was founded on Quaker Principles.

http://www.scottbader.com/about-us/11/our-history

The people that work at Scott Bader can become Members of The Commonwealth and as such become trustees-in-common of the company assets. Each generation must ensure the ongoing success of the organisation so that future generations can benefit from its continued existence.

http://www.scottbader.com/about-us/45/our-governance-structure

(h/t)

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@chadwhitacre chadwhitacre referenced this issue in gratipay/gratipay.com Nov 20, 2015

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bring back take-what-you-want #3433

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chadwhitacre Nov 21, 2015

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Alright, let's start pushing on this a little bit.

[H]ere are the bylaws of our random consumer/shared-services co-op: http://member.datacommons.coop/bylaws.

Thanks, @paulfitz! :-)

You end up with member-owners who use the co-op's services and elect a board that directs the co-op, and (optionally) patrons who use the services of the co-op without being members.

Yes, that's the general direction we want to go.

There are professional co-op developers out there who are very helpful at organizing co-op conversions (disclaimer: I'm married to one of them).

We may in fact be interested in talking to the person you're married to. :-) Could you provide contact info here, or privately to chad@zetaweb.com?

I also have a card in front of me for a Pittsburgh lawyer with expertise in worker-owned co-ops, planning to call next week.

I wonder also if people like AORTA http://www.aorta.coop/ might also be able to help with the overall situation.

Heh, I recognize Esteban Kelley from the Platform Cooperativism conference last week (#384). :-)

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chadwhitacre commented Nov 21, 2015

Alright, let's start pushing on this a little bit.

[H]ere are the bylaws of our random consumer/shared-services co-op: http://member.datacommons.coop/bylaws.

Thanks, @paulfitz! :-)

You end up with member-owners who use the co-op's services and elect a board that directs the co-op, and (optionally) patrons who use the services of the co-op without being members.

Yes, that's the general direction we want to go.

There are professional co-op developers out there who are very helpful at organizing co-op conversions (disclaimer: I'm married to one of them).

We may in fact be interested in talking to the person you're married to. :-) Could you provide contact info here, or privately to chad@zetaweb.com?

I also have a card in front of me for a Pittsburgh lawyer with expertise in worker-owned co-ops, planning to call next week.

I wonder also if people like AORTA http://www.aorta.coop/ might also be able to help with the overall situation.

Heh, I recognize Esteban Kelley from the Platform Cooperativism conference last week (#384). :-)

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chadwhitacre Nov 21, 2015

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The nutshell at the tip of the iceberg is that as a PA LLC, the Operating Agreement is the definition of the entity. Changing it (by whatever means are currently defined in the agreement) would change the rules of how Gittip is defined.

@phoemke Right, okay, so ... bylaws for a corporation, and an operating agreement for an LLC, ya? Gratipay, LLC was formed in 2002, and if we ever had an operating agreement, it's now lost to the sands of time. Let's keep this as a question for the lawyer (once we hire one), what dance we'll need to do to adopt a new operating agreement, given our current situation.

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chadwhitacre commented Nov 21, 2015

The nutshell at the tip of the iceberg is that as a PA LLC, the Operating Agreement is the definition of the entity. Changing it (by whatever means are currently defined in the agreement) would change the rules of how Gittip is defined.

@phoemke Right, okay, so ... bylaws for a corporation, and an operating agreement for an LLC, ya? Gratipay, LLC was formed in 2002, and if we ever had an operating agreement, it's now lost to the sands of time. Let's keep this as a question for the lawyer (once we hire one), what dance we'll need to do to adopt a new operating agreement, given our current situation.

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chadwhitacre Nov 21, 2015

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I believe next steps here are to start with Data Commons' bylaws, which seem as good as any, and start drafting our own operating agreement. I think we should produce a draft ourselves, and then take it to a lawyer for additional revision. That should save us some money.

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chadwhitacre commented Nov 21, 2015

I believe next steps here are to start with Data Commons' bylaws, which seem as good as any, and start drafting our own operating agreement. I think we should produce a draft ourselves, and then take it to a lawyer for additional revision. That should save us some money.

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We want, eventually, millions of members. Right? Is the upcoming Gratipay retreat (#393) going to be our constitutional convention? Our first annual meeting, where we ratify the new operating agreement? O.O

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chadwhitacre commented Nov 21, 2015

We want, eventually, millions of members. Right? Is the upcoming Gratipay retreat (#393) going to be our constitutional convention? Our first annual meeting, where we ratify the new operating agreement? O.O

@chadwhitacre chadwhitacre changed the title from write cooperative bylaws to write a cooperative operating agreement Nov 21, 2015

@chadwhitacre chadwhitacre changed the title from write a cooperative operating agreement to adopt a cooperative operating agreement Nov 21, 2015

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I have to say, I really love the Amish way of choosing leadership: they vote their way to a shortlist of four or so, and then draw straws. I don't know if it's actually drawing straws, but it's random, is the point. I would love to incorporate that into Gratipay's operating agreement. :)

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chadwhitacre commented Nov 21, 2015

I have to say, I really love the Amish way of choosing leadership: they vote their way to a shortlist of four or so, and then draw straws. I don't know if it's actually drawing straws, but it's random, is the point. I would love to incorporate that into Gratipay's operating agreement. :)

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"How to make an air lottery ball machine"—from the House of Hacks, where they're "Living la vida Linux"! 💃 🐧

screen shot 2015-11-20 at 10 10 20 pm

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chadwhitacre commented Nov 21, 2015

"How to make an air lottery ball machine"—from the House of Hacks, where they're "Living la vida Linux"! 💃 🐧

screen shot 2015-11-20 at 10 10 20 pm

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I would also love to include a reference to XKCD 221. :-)

random_number

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chadwhitacre commented Nov 21, 2015

I would also love to include a reference to XKCD 221. :-)

random_number

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paulfitz Nov 21, 2015

If you do want to check in with some co-op developers, Keystone covers Pennsylvania http://www.kdc.coop/ - I can recommend Jim Johnson there, he was instrumental to the Data Commons getting off the ground. My wife is Noemi Giszpenc of the Cooperative Development Institute http://www.cdi.coop (she presented about the Data Commons at the Platform Coop conf btw).

Obviously I'm biased, but I'm a fan of co-op devs. They have experience of how different ways of organizing a co-op can play out. Gratipay is unique but I bet there is still relevant precedent to draw on and avoid.

If you do want to check in with some co-op developers, Keystone covers Pennsylvania http://www.kdc.coop/ - I can recommend Jim Johnson there, he was instrumental to the Data Commons getting off the ground. My wife is Noemi Giszpenc of the Cooperative Development Institute http://www.cdi.coop (she presented about the Data Commons at the Platform Coop conf btw).

Obviously I'm biased, but I'm a fan of co-op devs. They have experience of how different ways of organizing a co-op can play out. Gratipay is unique but I bet there is still relevant precedent to draw on and avoid.

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My wife is Noemi Giszpenc of the Cooperative Development Institute http://www.cdi.coop (she presented about the Data Commons at the Platform Coop conf btw).

Ah, nice! Looks like she was part of the "Actual Platform Co-ops" session, which unfortunately I skipped (in order to pursue a serendipitous conversation about #319).

Obviously I'm biased, but I'm a fan of co-op devs.

Instead of lawyers, you mean?

If you do want to check in with some co-op developers, Keystone covers Pennsylvania http://www.kdc.coop/ - I can recommend Jim Johnson there, he was instrumental to the Data Commons

Cool, thanks. We may have worked with KDC when I helped start PLOW, a growers' cooperative. That was 10+ years ago, though, so the details are getting fuzzy. :-)

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chadwhitacre commented Nov 21, 2015

My wife is Noemi Giszpenc of the Cooperative Development Institute http://www.cdi.coop (she presented about the Data Commons at the Platform Coop conf btw).

Ah, nice! Looks like she was part of the "Actual Platform Co-ops" session, which unfortunately I skipped (in order to pursue a serendipitous conversation about #319).

Obviously I'm biased, but I'm a fan of co-op devs.

Instead of lawyers, you mean?

If you do want to check in with some co-op developers, Keystone covers Pennsylvania http://www.kdc.coop/ - I can recommend Jim Johnson there, he was instrumental to the Data Commons

Cool, thanks. We may have worked with KDC when I helped start PLOW, a growers' cooperative. That was 10+ years ago, though, so the details are getting fuzzy. :-)

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chadwhitacre commented Nov 21, 2015

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Obviously I'm biased, but I'm a fan of co-op devs.

Instead of lawyers, you mean?

Not instead of, but in addition to. For the Data Commons, our lawyer was very helpful in encoding our ideas of how ownership would work, and the co-op developers were key in coming up with and debugging those ideas in the first place.

Obviously I'm biased, but I'm a fan of co-op devs.

Instead of lawyers, you mean?

Not instead of, but in addition to. For the Data Commons, our lawyer was very helpful in encoding our ideas of how ownership would work, and the co-op developers were key in coming up with and debugging those ideas in the first place.

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Cool. We never would've made it through the Gratipocalypse without a good lawyer. They have their place.

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chadwhitacre commented Nov 21, 2015

Cool. We never would've made it through the Gratipocalypse without a good lawyer. They have their place.

@chadwhitacre chadwhitacre referenced this issue Nov 25, 2015

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use Loomio #420

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chadwhitacre Nov 23, 2016

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Converting to a non-profit reticketed as #916.

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chadwhitacre commented Nov 23, 2016

Converting to a non-profit reticketed as #916.

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chadwhitacre Dec 19, 2016

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I'm partway through Ours to Hack and to Own, which has a lot to say here. I also want to digest the governance/ownership chapter of The Art of Community.

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chadwhitacre commented Dec 19, 2016

I'm partway through Ours to Hack and to Own, which has a lot to say here. I also want to digest the governance/ownership chapter of The Art of Community.

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chadwhitacre Dec 19, 2016

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All large cooperative and membership organizations (nonprofits, worker-owned enterprises, etc.) that seek to govern themselves democratically face a perennial problem. How can an organization maintain member interest in matters of organizational governance year after year, and avoid management capture?

http://www.coopwatercooler.com/discussions//4m79q1m88fwktufew30pyeg3k4i9zh (h/t)

Sortition! 💃

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chadwhitacre commented Dec 19, 2016

All large cooperative and membership organizations (nonprofits, worker-owned enterprises, etc.) that seek to govern themselves democratically face a perennial problem. How can an organization maintain member interest in matters of organizational governance year after year, and avoid management capture?

http://www.coopwatercooler.com/discussions//4m79q1m88fwktufew30pyeg3k4i9zh (h/t)

Sortition! 💃

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chadwhitacre Jan 12, 2017

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Here is lots of opinionated theory and some(?) howto on worker cooperatives. And here is a documentary about worker cooperatives called, Can We Do It Ourselves?.

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chadwhitacre commented Jan 12, 2017

Here is lots of opinionated theory and some(?) howto on worker cooperatives. And here is a documentary about worker cooperatives called, Can We Do It Ourselves?.

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I am imagining gratipay.coop in the address bar.


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chadwhitacre commented Jan 12, 2017

I am imagining gratipay.coop in the address bar.


screen shot 2017-01-12 at 11 26 40 am


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From @jdaviescoates in https://open.coop/2016/06/23/not-a-co-op-not-a-platform-co-op/:

I much prefer this perspective from the good people at Gratipay; they are very much moving in the right direction and are very closely aligned to both the Platform Co-op and Open Co-op visions, but are in full awareness that they aren’t quite there yet.

☺️

Regardless of legal structure (there are actually plenty of unincorporated co-ops), the key thing is that to be considered a co-op (and therefore a Platform Co-op) you ought to uphold the internationally agreed co-operative values and principles.

That would be easy enough for us to do by inlining them into our values statement, and would even seem to be enough to make us eligible for a .coop domain ("Are you [...] an organization that is committed to the seven cooperative principles [...] Then you are eligible for a .coop domain!"). Hmm ... 🤔

Ownership really does matter. A lot. And allowing “Platform Co-op” to mean “a company started by nice people with good intentions who also built an app” will result in the term quickly becoming meaningless.

I still think there's something to be said for the open source principle of forkability as an accountability measure. There's a sense in which forkability is the ultimate democratic ownership, as @Changaco has, I think, amply demonstrated. 😁

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chadwhitacre commented Jan 13, 2017

From @jdaviescoates in https://open.coop/2016/06/23/not-a-co-op-not-a-platform-co-op/:

I much prefer this perspective from the good people at Gratipay; they are very much moving in the right direction and are very closely aligned to both the Platform Co-op and Open Co-op visions, but are in full awareness that they aren’t quite there yet.

☺️

Regardless of legal structure (there are actually plenty of unincorporated co-ops), the key thing is that to be considered a co-op (and therefore a Platform Co-op) you ought to uphold the internationally agreed co-operative values and principles.

That would be easy enough for us to do by inlining them into our values statement, and would even seem to be enough to make us eligible for a .coop domain ("Are you [...] an organization that is committed to the seven cooperative principles [...] Then you are eligible for a .coop domain!"). Hmm ... 🤔

Ownership really does matter. A lot. And allowing “Platform Co-op” to mean “a company started by nice people with good intentions who also built an app” will result in the term quickly becoming meaningless.

I still think there's something to be said for the open source principle of forkability as an accountability measure. There's a sense in which forkability is the ultimate democratic ownership, as @Changaco has, I think, amply demonstrated. 😁

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nobodxbodon Jan 13, 2017

I wonder what it means if becoming a co-op:
Internally, what procedures will be different from now? And externally, what changes will be made to the user terms?

I wonder what it means if becoming a co-op:
Internally, what procedures will be different from now? And externally, what changes will be made to the user terms?

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nobodxbodon Jan 14, 2017

Besides, I sincerely hope our limited resources can be focused on the project, especially if we put it in roadmap publicly, unless a structural change is absolutely necessary before that project is launched.

nobodxbodon commented Jan 14, 2017

Besides, I sincerely hope our limited resources can be focused on the project, especially if we put it in roadmap publicly, unless a structural change is absolutely necessary before that project is launched.

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There's a sense in which forkability is the ultimate democratic ownership, as @Changaco has, I think, amply demonstrated. 😁

I don't think that forkability can be likened to ownership, it's more a lack of monopoly on the code. While forkability allowed me to create Liberapay "quickly" (it still took me 8 months), democratic ownership would have allowed every Gratipay member to vote with equal power on the choices that had to be made, which may or may not have resulted in different decisions than the ones that were taken.

Liberapay isn't a co-op, but it has co-directors (currently 4 of them) who each have one vote on every decision taken by its nonprofit organization (that includes any use of donations received by the org, changes to the terms of service, etc).

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Changaco commented Jan 14, 2017

There's a sense in which forkability is the ultimate democratic ownership, as @Changaco has, I think, amply demonstrated. 😁

I don't think that forkability can be likened to ownership, it's more a lack of monopoly on the code. While forkability allowed me to create Liberapay "quickly" (it still took me 8 months), democratic ownership would have allowed every Gratipay member to vote with equal power on the choices that had to be made, which may or may not have resulted in different decisions than the ones that were taken.

Liberapay isn't a co-op, but it has co-directors (currently 4 of them) who each have one vote on every decision taken by its nonprofit organization (that includes any use of donations received by the org, changes to the terms of service, etc).

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chadwhitacre Jan 18, 2017

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democratic ownership would have allowed every Gratipay member to vote with equal power on the choices that had to be made

That depends on the details of the democracy. Which decisions are constitutional and which are operational? Let's say everything went down exactly as it did, with the exception that yinz had voted me in as CEO or president or director or whatever. That would've counted for a democratic workplace under cooperative principles, even though we didn't hold a formal vote on the particular decision to start banning people (a decision I discussed at length with a number of people, particularly at the retreat that year as well as with you and others on gratipay/violations#1).

What's more, you mentioned in person that you probably would've forked even if we had voted and the vote led us in the same direction we in fact took. The bottom line is that the situation we found ourselves in was a conflict-ridden mess, and it's not clear that a fine-grained democratic constitution such as Liberapay's would've performed any better (and for what definition of "performed better"?) given the circumstances. Gratipay's forkability, on the other hand, at least allowed you to retain some measure of autonomy.

It was interesting to discover the following in Ours to Hack and to Own a couple days ago, in Mayo Fuster Morell's description of platform provision as one of "six interrelated factors as determinants and drivers of commons governance" (214):

For participants, autonomy is linked to the license held for the commons-pool resources and the type of software used for the platform (i.e., copyleft licenses and the use of freely available code, as in FLOSS, versus conditions defined by ordinary copyright). If the platform can be replicated—if it is "forkable"—the relationships created on forked versions are free from the original platform provider. FLOSS and copyleft licensing allow platforms to be replicated, while close copyright license regimes prohibit that. In other words, the use of FLOSS and a copyleft license creates conditions in which the community can have greater autonomy and freedom from the platform provider.

Though she immediately goes on to say:

Governance very much depends on who is in control of these six power nodes in commons production. Each of the axes of governance can be managed in an inclusive or exclusive way. They may encourage involvement on the basis of participants as individuals or through the community as a whole.

(Miriam Cherry's chapter, the next one, is even more highly relevant to our situation.)

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chadwhitacre commented Jan 18, 2017

democratic ownership would have allowed every Gratipay member to vote with equal power on the choices that had to be made

That depends on the details of the democracy. Which decisions are constitutional and which are operational? Let's say everything went down exactly as it did, with the exception that yinz had voted me in as CEO or president or director or whatever. That would've counted for a democratic workplace under cooperative principles, even though we didn't hold a formal vote on the particular decision to start banning people (a decision I discussed at length with a number of people, particularly at the retreat that year as well as with you and others on gratipay/violations#1).

What's more, you mentioned in person that you probably would've forked even if we had voted and the vote led us in the same direction we in fact took. The bottom line is that the situation we found ourselves in was a conflict-ridden mess, and it's not clear that a fine-grained democratic constitution such as Liberapay's would've performed any better (and for what definition of "performed better"?) given the circumstances. Gratipay's forkability, on the other hand, at least allowed you to retain some measure of autonomy.

It was interesting to discover the following in Ours to Hack and to Own a couple days ago, in Mayo Fuster Morell's description of platform provision as one of "six interrelated factors as determinants and drivers of commons governance" (214):

For participants, autonomy is linked to the license held for the commons-pool resources and the type of software used for the platform (i.e., copyleft licenses and the use of freely available code, as in FLOSS, versus conditions defined by ordinary copyright). If the platform can be replicated—if it is "forkable"—the relationships created on forked versions are free from the original platform provider. FLOSS and copyleft licensing allow platforms to be replicated, while close copyright license regimes prohibit that. In other words, the use of FLOSS and a copyleft license creates conditions in which the community can have greater autonomy and freedom from the platform provider.

Though she immediately goes on to say:

Governance very much depends on who is in control of these six power nodes in commons production. Each of the axes of governance can be managed in an inclusive or exclusive way. They may encourage involvement on the basis of participants as individuals or through the community as a whole.

(Miriam Cherry's chapter, the next one, is even more highly relevant to our situation.)

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chadwhitacre Jan 18, 2017

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unless a structural change is absolutely necessary before that project is launched.

It's not absolutely necessary, of course. But I think a more formal identification with the cooperative movement could solidify our identity for ourselves, and also help to distinguish us from our VC-backed, for-profit competitors (BountySource at one time; now OpenCollective).

I think the proposal I'm arriving at here is that we:

  • adopt the cooperative principles into our values
  • apply for a .coop domain with no further changes
  • let the cooperative identity guide the future evolution of our constitutional structure

In other words, we may be closer than we think to being able to close this ticket! 😱

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chadwhitacre commented Jan 18, 2017

unless a structural change is absolutely necessary before that project is launched.

It's not absolutely necessary, of course. But I think a more formal identification with the cooperative movement could solidify our identity for ourselves, and also help to distinguish us from our VC-backed, for-profit competitors (BountySource at one time; now OpenCollective).

I think the proposal I'm arriving at here is that we:

  • adopt the cooperative principles into our values
  • apply for a .coop domain with no further changes
  • let the cooperative identity guide the future evolution of our constitutional structure

In other words, we may be closer than we think to being able to close this ticket! 😱

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Changaco Jan 19, 2017

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The bottom line is that the situation we found ourselves in was a conflict-ridden mess, and it's not clear that a fine-grained democratic constitution such as Liberapay's would've performed any better (and for what definition of "performed"?) given the circumstances.

Of course we'll never know for sure whether formal rules similar to Liberapay's would have produced a better outcome or not, but I think they might have helped us reach a compromise.

Gratipay's forkability, on the other hand, at least allowed you to retain some measure of autonomy.

I'm not denying that, I merely said that forkability isn't "the ultimate democratic ownership".

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Changaco commented Jan 19, 2017

The bottom line is that the situation we found ourselves in was a conflict-ridden mess, and it's not clear that a fine-grained democratic constitution such as Liberapay's would've performed any better (and for what definition of "performed"?) given the circumstances.

Of course we'll never know for sure whether formal rules similar to Liberapay's would have produced a better outcome or not, but I think they might have helped us reach a compromise.

Gratipay's forkability, on the other hand, at least allowed you to retain some measure of autonomy.

I'm not denying that, I merely said that forkability isn't "the ultimate democratic ownership".

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chadwhitacre Jan 19, 2017

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we'll never know

Indeed! Such tantalizing what-ifs! :-)

I merely said that forkability isn't "the ultimate democratic ownership".

Sure, not in the sense of "ultimate" as best or most thorough or highly developed or something like that. I was thinking of "forkability as an accountability measure." Forkability provides a worst-case scenario that is more democratic (preserving of individual autonomy; non-monopolistic) than the worst-case scenario in a situation lacking forkability. The proper constitution for the best of times is another matter.

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chadwhitacre commented Jan 19, 2017

we'll never know

Indeed! Such tantalizing what-ifs! :-)

I merely said that forkability isn't "the ultimate democratic ownership".

Sure, not in the sense of "ultimate" as best or most thorough or highly developed or something like that. I was thinking of "forkability as an accountability measure." Forkability provides a worst-case scenario that is more democratic (preserving of individual autonomy; non-monopolistic) than the worst-case scenario in a situation lacking forkability. The proper constitution for the best of times is another matter.

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chadwhitacre Jan 19, 2017

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Forkability raises the lower bound on democracy, in other words.

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chadwhitacre commented Jan 19, 2017

Forkability raises the lower bound on democracy, in other words.

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chadwhitacre Jan 24, 2017

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(Miriam Cherry's chapter, the next one, is even more highly relevant to our situation.)

Here is her conclusion (pp. 226-227):

Regardless of the choice of business entity, another important issue is designing a workable governance structure in the operating agreement or corporate documents. […]

The fact that there are no tailor-made enabling statutes geared specifically toward platform cooperatives contributes to increased setup costs and barriers to entry. But many businesses that do not fit the traditional mold have had to confront this issue before. […]

Given the turnover and flexibility of online platform work, the operating documents should be written to allow for relative ease of entry and exit as a member. In addition, the organizing documents must also set up the relationship in a way that sets out what the expectations are for the members, clearly and succinctly. The documents need to include provisions for reducing the share of profits if an individual member is shirking, and also contain clear provisions defining under what circumstances a member or shareholder may be disassociated. In terms of the global or international scope of many platforms, the operating agreement and other documents can be written to provide for choice of law and choice of jurisdiction. Current statutes allow for electronic or remote voting for boards of directors or members, so long as such procedures are set out in the corporate charter or operating agreement. Note that running a business is riskier for the individual worker in a platform cooperative—like any business, the LLC members or B Corporation shareholders run the risk that there will be no profits.

Perhaps the answer to the misclassification lawsuits and the struggle over employee status is to work around it, regardless of the outcome. While not the perfect solution, already-existing legal structures can be modified to accommodate platform cooperatives.

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chadwhitacre commented Jan 24, 2017

(Miriam Cherry's chapter, the next one, is even more highly relevant to our situation.)

Here is her conclusion (pp. 226-227):

Regardless of the choice of business entity, another important issue is designing a workable governance structure in the operating agreement or corporate documents. […]

The fact that there are no tailor-made enabling statutes geared specifically toward platform cooperatives contributes to increased setup costs and barriers to entry. But many businesses that do not fit the traditional mold have had to confront this issue before. […]

Given the turnover and flexibility of online platform work, the operating documents should be written to allow for relative ease of entry and exit as a member. In addition, the organizing documents must also set up the relationship in a way that sets out what the expectations are for the members, clearly and succinctly. The documents need to include provisions for reducing the share of profits if an individual member is shirking, and also contain clear provisions defining under what circumstances a member or shareholder may be disassociated. In terms of the global or international scope of many platforms, the operating agreement and other documents can be written to provide for choice of law and choice of jurisdiction. Current statutes allow for electronic or remote voting for boards of directors or members, so long as such procedures are set out in the corporate charter or operating agreement. Note that running a business is riskier for the individual worker in a platform cooperative—like any business, the LLC members or B Corporation shareholders run the risk that there will be no profits.

Perhaps the answer to the misclassification lawsuits and the struggle over employee status is to work around it, regardless of the outcome. While not the perfect solution, already-existing legal structures can be modified to accommodate platform cooperatives.

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chadwhitacre Jan 27, 2017

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I've kicked off a project to encompass this ticket and related work.

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chadwhitacre commented Jan 27, 2017

I've kicked off a project to encompass this ticket and related work.

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Sticking with this ticket for the time being for the legal/structural discussion ... what if we formalize three categories of legal relation to Gratipay, LLC:

  • volunteer,
  • contractor, and
  • owner.

"Collaborator" covers all three classes, as all are members of the Gratipay project on Gratipay (pending gratipay/gratipay.com#4299), and all compensation runs through twyw and looks the same from that point of view. Perhaps the requirements to become an owner are something like:

  1. At least two years as a non-owner collaborator (i.e., a volunteer and/or contractor).
  2. Permission from the United States to co-own a US LLC (basically, an SSN or ITIN).
  3. Consensus of the existing owners.
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chadwhitacre commented Jan 27, 2017

Sticking with this ticket for the time being for the legal/structural discussion ... what if we formalize three categories of legal relation to Gratipay, LLC:

  • volunteer,
  • contractor, and
  • owner.

"Collaborator" covers all three classes, as all are members of the Gratipay project on Gratipay (pending gratipay/gratipay.com#4299), and all compensation runs through twyw and looks the same from that point of view. Perhaps the requirements to become an owner are something like:

  1. At least two years as a non-owner collaborator (i.e., a volunteer and/or contractor).
  2. Permission from the United States to co-own a US LLC (basically, an SSN or ITIN).
  3. Consensus of the existing owners.
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chadwhitacre May 9, 2017

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Draft bylaws (!m @clone1018). How do bylaws relate to operating agreement?

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chadwhitacre commented May 9, 2017

Draft bylaws (!m @clone1018). How do bylaws relate to operating agreement?

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chadwhitacre May 15, 2017

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bylaws:corporation::operating agreement:LLC

https://www.google.com/search?q=bylaws+operating+agreement

So we need an operating agreement (and not bylaws).

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chadwhitacre commented May 15, 2017

bylaws:corporation::operating agreement:LLC

https://www.google.com/search?q=bylaws+operating+agreement

So we need an operating agreement (and not bylaws).

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chadwhitacre May 15, 2017

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Many tabs open, down the rabbit hole.

CHAPTER 88: LIMITED LIABILITY COMPANIES (seems to have replaced Chapter 89?)

screen shot 2017-05-15 at 4 45 51 pm

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chadwhitacre commented May 15, 2017

Many tabs open, down the rabbit hole.

CHAPTER 88: LIMITED LIABILITY COMPANIES (seems to have replaced Chapter 89?)

screen shot 2017-05-15 at 4 45 51 pm

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chadwhitacre May 15, 2017

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LLCs in General

LegalZoom overview of operating agreements (non-cooperative)

A random member-managed operating agreement (non-cooperative)

Worker-owned Co-ops in General

More general guidance on coop structure from SELC.

Choosing a Business Entity

Worker-owned Co-ops as LLCs

general guidance on worker-owned coops as LLC

@JanelleOrsi's cartoon bylaws for a particular worker-owned coop

Details, details, details ...

Tax implications for members:

active vs. passive members (etc., etc., etc., etc.)

splitting profits and equity incentives and retaining earnings

loaning money to one's own LLC

manager-managed vs. member-managed

taxed as partnership vs. corporation

guaranteed payments vs. distributions (old but seemingly still applicable)

(P.S. Indie.vc wouldn't need to be a member)

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chadwhitacre commented May 15, 2017

LLCs in General

LegalZoom overview of operating agreements (non-cooperative)

A random member-managed operating agreement (non-cooperative)

Worker-owned Co-ops in General

More general guidance on coop structure from SELC.

Choosing a Business Entity

Worker-owned Co-ops as LLCs

general guidance on worker-owned coops as LLC

@JanelleOrsi's cartoon bylaws for a particular worker-owned coop

Details, details, details ...

Tax implications for members:

active vs. passive members (etc., etc., etc., etc.)

splitting profits and equity incentives and retaining earnings

loaning money to one's own LLC

manager-managed vs. member-managed

taxed as partnership vs. corporation

guaranteed payments vs. distributions (old but seemingly still applicable)

(P.S. Indie.vc wouldn't need to be a member)

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chadwhitacre May 16, 2017

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To: CPA

If I bring on a foreign partner in Gratipay, LLC, I believe we'll need to withhold 39.6% of payments to them (whether guaranteed payments or distributions proper), yes? But then it also sounds like they can file for a refund, yes? How do we estimate how much their refund will be and therefore what net tax burden to expect?

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chadwhitacre commented May 16, 2017

To: CPA

If I bring on a foreign partner in Gratipay, LLC, I believe we'll need to withhold 39.6% of payments to them (whether guaranteed payments or distributions proper), yes? But then it also sounds like they can file for a refund, yes? How do we estimate how much their refund will be and therefore what net tax burden to expect?

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chadwhitacre May 16, 2017

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Yes, you need to withhold on those payments and amount to withhold and remit to the IRS is 35%. A good estimate on the net tax amount is about 25%

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chadwhitacre commented May 16, 2017

Yes, you need to withhold on those payments and amount to withhold and remit to the IRS is 35%. A good estimate on the net tax amount is about 25%

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chadwhitacre May 18, 2017

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The tax examples in http://cdi.coop/coop-llc-individual-member-taxes/ come out to 30-35% for a domestic member—close enough to that of a foreign member that I don't think we should worry about any discrepancy there. The ease with which we can bring on foreign members to an LLC vs. C-corp more than makes up for a percentage point or three.

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chadwhitacre commented May 18, 2017

The tax examples in http://cdi.coop/coop-llc-individual-member-taxes/ come out to 30-35% for a domestic member—close enough to that of a foreign member that I don't think we should worry about any discrepancy there. The ease with which we can bring on foreign members to an LLC vs. C-corp more than makes up for a percentage point or three.

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chadwhitacre May 18, 2017

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The "minimalist six-member board" idea above at #72 (comment) is bad because we want people who hang around here a long time to become owners rather than employees.

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chadwhitacre commented May 18, 2017

The "minimalist six-member board" idea above at #72 (comment) is bad because we want people who hang around here a long time to become owners rather than employees.

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chadwhitacre May 18, 2017

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Starting over with the #72 (comment) stew in my head ...

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chadwhitacre commented May 18, 2017

Starting over with the #72 (comment) stew in my head ...

@chadwhitacre chadwhitacre referenced this issue in gratipay/gratipay.com May 18, 2017

Closed

Implement contract signing #4477

chadwhitacre added a commit that referenced this issue May 22, 2017

@chadwhitacre chadwhitacre referenced this issue May 22, 2017

Merged

Operating Agreement #1074

19 of 19 tasks complete
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chadwhitacre commented May 22, 2017

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chadwhitacre Jun 16, 2017

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Gratipay now has a cooperative operating agreement! 📜 💃 🌻

A hearty thank you to everyone who participated in this thread! 👏 👍 💯

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chadwhitacre commented Jun 16, 2017

Gratipay now has a cooperative operating agreement! 📜 💃 🌻

A hearty thank you to everyone who participated in this thread! 👏 👍 💯

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