adopt a cooperative operating agreement

[chadwhitacre]

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.

[seanlinsley]

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

[chadwhitacre]

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

[chadwhitacre]

(Have asked on Twitter for a GitHub nick.)

[balupton]

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

[chadwhitacre]

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.

[chadwhitacre]

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

[seanlinsley]

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.

[paulfitz]

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.

[phoemke]

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.)

[chadwhitacre]

(FTR, I've switched from confabulator to contributor in 7f05b9bfec8e76a34a3d0e5ff8e50f42b4facb12.)

[chadwhitacre]

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)

[chadwhitacre]

https://github.com/colab-coop/bylaws/

[chadwhitacre]

http://www.co-oplaw.org/topics-2/cooperative-bylaws/

[chadwhitacre]

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). :-)

[chadwhitacre]

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.

[chadwhitacre]

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.

[chadwhitacre]

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]

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. :)

[chadwhitacre]

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

[chadwhitacre]

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

[paulfitz]

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.

[chadwhitacre]

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. :-)

[chadwhitacre]

[paulfitz]

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.

[chadwhitacre]

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

[chadwhitacre]

Looking into Enspiral further, especially after #403.

• http://p2pfoundation.net/Open_Cooperatives#The_Enspiral_Network
• "Inventing a New Organizational Operating System"
• "No Boss Does Not Mean No Leadership"
• "How to Grow Distributed Leadership"

[chadwhitacre]

One of the questions I have is how a million-person co-op that operates primarily on the Internet has an annual meeting, with election of officers. Is the traditional board structure relevant for what we're trying to accomplish?

[chadwhitacre]

Contrary to what we would like to believe, there is no such thing as a structureless group. Any group of people of whatever nature that comes together for any length of time for any purpose will inevitably structure itself in some fashion. The structure may be flexible; it may vary over time; it may evenly or unevenly distribute tasks, power and resources over the members of the group. But it will be formed regardless of the abilities, personalities, or intentions of the people involved. [...]

This means that to strive for a structureless group is as useful, and as deceptive, as to aim at an "objective" news story, "value-free" social science, or a "free" economy. A "laissez faire" group is about as realistic as a "laissez faire" society; the idea becomes a smokescreen for the strong or the lucky to establish unquestioned hegemony over others. This hegemony can be so easily established because the idea of "structurelessness" does not prevent the formation of informal structures, only formal ones.

http://www.jofreeman.com/joreen/tyranny.htm

[chadwhitacre]

What are the bylaws and/or agreements of the various Enspiral Ventures? What can we borrow from them? This would obviously inform #421 as well.

[chadwhitacre]

Copying over from https://github.com/gratipay/inside.gratipay.com/issues/242#issuecomment-161046259 ...

To: Eric Subject: help with international co-op?

Chad Whitacre here from Gratipay, just left you a voicemail as well. We met after Jessica Jackley's Speak Freely a little while back. My startup needs help a) organizing as a cooperative and b) figuring out how to pay ourselves. This is within your wheelhouse, yeah? Do you have time in the next couple weeks for a conversation?

Will include #411 in my next communication.

[chadwhitacre]

To: Janelle Orsi Subject: lawyer recommendations?

Chad Whitacre here from Gratipay. Great to meet you in person at Platform Cooperatives! :-)

I'm writing to ask if you have any recommendations for a lawyer to help Gratipay write a cooperative operating agreement. We need something that works internationally, and makes joining and leaving the cooperative really easy. We also need to figure out the best way to structure payments to our owner-members. Here's our GitHub ticket:

https://github.com/gratipay/inside.gratipay.com/issues/72

Whatever we figure out for ourselves, we'd like to be able to offer as a product to our users, as well, which is what this ticket is about:

https://github.com/gratipay/inside.gratipay.com/issues/242

P.S. I'll need to at least summarize our conversation publicly with the Gratipay community. If you'd rather answer directly on GitHub, feel free! :-)

Thanks, Janelle! :-)

[JanelleOrsi]

Since I'm not caught up with this thread yet (apart from how to make a lottery ball), quick question: are you a Pennsylvania LLC?

If so, you'll either need a PA lawyer, or someone to team up with a PA lawyer to make sure everything is compliant with the PA LLC statute (I'm guessing PA law says that out-of-state lawyers can't practice there unless they are working with a PA lawyer on a client matter).

Possibilities in or outside of PA:

• Praveen Kosuri runs a law clinic at Penn.
• For some reason, I thought that either Parag Khandhar or Dorcas Gilmore from this firm is certified in PA, but maybe it's just in Maryland. In any case, they could be good.
• Jason Wiener - coop lawyer certified in Colorado and NY - he represents Members Media, which was present at the Platform Coop conference
• Renee Lloyd, who you will recognize from the Platform Coop conference
• Any of the 18 lawyers who are Fellows at the Sustainable Economies Law Center, since they also have an open door to ask SELC staff attorneys for mentorship on things like this
• I'm happy to chip in an hour of brainstorming if you'd like, since you'd already paid my fee in the form of a penny with a heart in it.

[chadwhitacre]

Thanks for all the recommendations, @JanelleOrsi! We are a Pennsylvania LLC, yes. I look forward to pursuing these leads and seeing where they take us! :-)

[chadwhitacre]

I'm happy to chip in an hour of brainstorming if you'd like, since you'd already paid my fee in the form of a penny with a heart in it.

@JanelleOrsi Hah! :D Thank you! Any of these times work for you?

Dec 3 (tomorrow) at 11am PST Dec 9 at 11am Dec 17 at 11am

If we make it a Hangout on Air then others can follow along. Also happy to Skype privately and summarize here.

[webmaven]

I'd be quite interested in following along with a Hangout (or watching a recording, If I can't attend synchronously).

[JanelleOrsi]

None of those times work, but the 11th, 15th (morning), and 18th work. Hangout on Air is fine with me.

[chadwhitacre]

Let's go for the 11th, @JanelleOrsi. 11am PST okay?

[chadwhitacre]

In other news: I got a voicemail back from Eric, hoping to follow up tomorrow.

[JanelleOrsi]

11am PST on the 11th is good. Just let me the Hangout link.

BTW, any support I give is in my personal capacity, not on behalf of the Sustainable Economies Law Center. Just an important distinction I need to make.

[chadwhitacre]

BTW, any support I give is in my personal capacity, not on behalf of the Sustainable Economies Law Center. Just an important distinction I need to make.

Understood. :-)

11am PST on the 11th is good. Just [email] me the Hangout link.

Cool, will do! Thank you! :-)

P.S. Feel free to unsubscribe from this ticket if it's distracting for you. I anticipate that it's going to see a fair amount of traffic. Also feel free to keep listening/participating! :-)

[chadwhitacre]

Phone tag with Eric.

[chadwhitacre]

I have a call set up with Eric for 9am EST on Thursday.

[chadwhitacre]

I did a little reading on the differences between a cooperative and an employee-owned company (we want a cooperative), and also between a cooperative and a collective (they're orthogonal: cooperatives are about ownership, collectives are about management).

[chadwhitacre]

Skimming through @JanelleOrsi's recommendations, I am seeing: New Jersey, New York, Massachusetts, California, North Carolina, Washington, New Hampshire, Michigan, Illinois, and Colorado. It's possible that some of these folks are also admitted in PA. Let's dig deeper if other leads don't pan out.

I found a number for Gilmore Khandhar on their Facebook. I called and left a voicemail.

To: Praveen Kosuri Subject: converting to a cooperative?

Praveen,

Greetings! My name is Chad Whitacre, and I run a payments start-up called Gratipay.

I'm looking for counsel converting Gratipay, which is a single-member Pennsylvania LLC, into a cooperative. Janelle Orsi from the Sustainable Economies Law Center gave me your name. Is this something you might be able to advise us on? If so, could we set up a time in the next few weeks for an initial phone conversation? If not, would you have any recommendations for attorneys we might contact?

Thanks!

P.S. I'll need to at least summarize our email exchange publicly for the Gratipay community; here's the link to our public internal conversation. Let me know if you'd prefer that I copy your responses verbatim to avoid misrepresentation.

[chadwhitacre]

Just got off the horn with Eric. I've got a page of notes, and I hope to circle back here to summarize sometime after #399.

[chadwhitacre]

I've heard back from Jim Johnson (KDC) in email. We're arranging a phone call in the next couple weeks. The #411:

P.S. I'll need to at least summarize our email and phone conversations publicly for the Gratipay community. Here's our internal public discussion thread for your reference. If you'd prefer that I copy your messages verbatim, let me know! :-)

Call w/ @JanelleOrsi in 12 minutes ... :-)

[chadwhitacre]

Call w/ @JanelleOrsi: https://www.youtube.com/watch?v=vnS4Hf9Ro3Q.

[chadwhitacre]

Alright! Thanks for the call, @JanelleOrsi! :dancer: Lots to think about, both for this ticket and for #404, etc. and for general "How do we do this thoughtfully?" type questions. Looking forward to a cartoon and the owner/employee shtuff! :-)

[chadwhitacre]

Received in private email; shared with permission:

Cartoon about governance: https://www.youtube.com/watch?v=kJc60wCbL70&list=PL5Qc8ueoLShsagZIDjThmjSabFm7pXQxq&index=10

A couple things I've written about employment law: http://communityenterpriselaw.org/employment/ http://www.co-oplaw.org/topics-2/employment-law/

[chadwhitacre]

I have a (closed) call scheduled with Jim Johnson (KDC) at 2pm EST on December 22.