This Way Out: Notes
http://www.socsci.uci.edu/~jstern/misc/two.html
Updated Oct 28 2012 through section 1.10 (jas)
Table of Contents
- 1 Disk 1 Track List
- 1.1 01 - 0:00:00 - Disclaimer (0:23)
- 1.2 02 - 0:00:23 - Preparation / ToDo List (0:42)
- 1.3 03 - 0:01:05 - Intro Three Elements of a Coop (1:26)
- 1.4 04 - 0:02:31 - International Cooperative Principles (6:46)
- 1.5 05 - 0:09:17 - Subordination of Capital, Democracy, Patronage (3:17)
- 1.6 06 - 0:12:34 - How They Met (3:55)
- 1.7 07 - 0:16:29 - Importance of Meetings (4:34)
- 1.8 08 - 0:21:03 - Choosing a Legal Entity (13:14)
- 1.9 09 - 0:34:17 - Intro to By-Laws (5:40)
- 1.10 10 - 0:39:57 - State Filings (2:30)
- 1.11 11 - 0:42:27 - Permits, Business License, More (11:08)
- 1.12 12 - 0:53:21 - A Word about Business Plans / Feasibility (2:25)
- 1.13 13 - 0:55:46 - Funding Your Coop (30:09)
- 1.14 14 - 1:25:55 - Hiring & Training (20:40)
- 1.15 15 - 1:46:35 - Unions & Coops (2:31)
- 1.16 16 - 1:49:06 - Resources (3:38)
- 1.17 17 - 1:52:44 - Credits & Acknowledgement (1:15)
- 1.18 18 - 1:53:59 - History: John Curl on Coops & The New Deal (6:44)
- 1.19 19 - 2:00:43 - Mike Leung of Abolish Human Rentals (1:30)
- 1.20 20 - 2:02:13 - Group Discussion Topics (3:41)
- 1.21 END- 2:05:54
- 2 Disk 2 Track List
- 3 Website
1 Disk 1 Track List
1.1 01 - 0:00:00 - Disclaimer (0:23)
1.2 02 - 0:00:23 - Preparation / ToDo List (0:42)
-
View:
- Democracy in the Workplace
- The Take
- Beyond the Bottom Line
-
Visit Online
- US Federation of Worker Cooperatives Website, www.usworker.coop
- Locate any Worker Coop Network in your region or state
- Check out chapter 16 - Resources
1.3 03 - 0:01:05 - Intro Three Elements of a Coop (1:26)
- Subordination of Capital
- Democratic Control
- Patronage Distribution
1.4 04 - 0:02:31 - International Cooperative Principles (6:46)
-
The Original 7 "Rochdale Principles" (28 Rochdale Pioneers)
- Open Membership
- Democratic control (1 worker = 1 vote)
- Distribution of surplus in proportion to trade
- Payment of limited interest on capital
- Political and religious neutrality
- Cash trading
- Promotion of education
-
Today's 7 Principles
- Voluntary & Open Membership
- Democratic control (1 worker = 1 vote)
- Economic Participation
- Autonomy & Independence
- Education, Training & Information
- Cooperation Among Cooperatives
- Concern for Community
- Check out the book by John Curl, "For All the People"
1.5 05 - 0:09:17 - Subordination of Capital, Democracy, Patronage (3:17)
-
Surplus: Workers decide themselves
- Pay themselves a bonus
- Invest in Capital Improvement
- Donate a Portion to Community Groups
- Patronage: Each worker's contributed hours
1.6 06 - 0:12:34 - How They Met (3:55)
- www.quilted.coop
- BioFuelOasis (people independently making biodiesel contacted each other)
- co-soap.com / Two Oaks (Walfre, Greg, Mike were originally friends)
-
How to meet people to start a coop
- social networking
- former co-workers
- school mates
- clubs
- common interests & beliefs
- at coop events
-
Highly Recommended Films as Introductions to Coops
- Democracy in the Workplaces (TRT: 28 min) www.offcentervideo.com
- Beyond the Bottom Line (TRT: 27 min) headlamppictures.com
- The Take (TRT 87min) www.thetake.org
- Host a Movie Night - an excellent recruiting tool
1.7 07 - 0:16:29 - Importance of Meetings (4:34)
-
suggestions
- weekly, talk about problems
- formalize your consensus process (including facilitators)
- strategy meetings
- once a year board meetings
- procedure meetings frequently (1x/wk - 1.5 hrs)
- dept'l meetings more frequent, then whole shop less frequently
- committees for tasks - finances, outreach, internal systems, technology
- general assembly as "the board meeting"
1.8 08 - 0:21:03 - Choosing a Legal Entity (13:14)
-
you need to do some state filing, so you don't default to being a general partner
- because with general partnerships, everyone, each individual member is personably liable for actions of anyone
-
2 most frequently-chosen types of legal entities
-
Limited Liability Company (LLC)
- simple to set up, portable, easily replicable across states
- cannot use "coop" in the name
- Worker Cooperative Corporation
-
Limited Liability Company (LLC)
- it is their governance documents which truly make the business a cooperative
-
examples and interviews
- Quilted.coop - they used an LLC so that they could replicate it in other states, and simplicity of setting it up
- Design Action Collective (oakland) - chose incorporation to be consistent with other coops so that they could have secondary service providers which understood and used the same model as they did.
- Electric Embers -
-
Box Dog Bikes
- don't believe everything the SBA tells you
-
Cheese Board
- they had to file forms with officers even though they don't have those
-
Choose carefully and compare
-
"Legal Sourcebook for California Cooperatives" - Van Baldwin, author
- http://www.cccd.coop/files/LegalSourcebookForCaliforniaCooperatives.pdf
- he tells new clients to be sure they want to be a coop
- he gives them a sample set of by-laws and asks them to look them over, and make sure this is how they want to run themselves
-
to know which entity is the right one for your cooperative, you'll need to research and consider
- the type of service that you are offering
- where you plan to conduct the majority of your business
-
whether it is important to you to be able to include the word, "cooperative" in your business's name
- this option is available for corporations but not LLC's
-
"Legal Entity Options for Worker Cooperatives" - Edward de Barbieri & Brian Glick
- http://geo.coop/node/628
- comparison chart of advantages/disadvantages of each legal entity type
-
Comparison Quickview - LLC vs Worker Coop Corporation
-
Governance
- LLC: Flexible operating agreement may separate voting rights from capital investment. Investors or incubating nonprofits may have voting rights. May or may not elect board of Directors
- Corp: Each worker owner purchases one voting share. No voting shares to non-workers. Voting shares elect Board of Directors
-
Distribution of Income to worker-owners
- LLC: Worker owners may receive wages and a share of earnings, or only a share of earnings, with weekly advances against projected earnings
- Corp: Worker owners generally paid wages and a share of profits in proportion to hours worked or wages earned. Undistributed profit share kept in internal captial accounts
-
Taxes
- LLC: No federal tax on company earning. Each worker owner liable for tax on her share of annual earnings, whether or not distributed
- Corp: Pays federal corporate income tax except on qualified patronage dividends to worker-owners. Worker-owners taxed on dividends received.
-
Governance
-
"Legal Sourcebook for California Cooperatives" - Van Baldwin, author
-
Take Governance seriously
- have your board meetings, and membership meetings
- Keep a certain amount of formality (meetings, records, etc.) for accountability, responsibility, legal protection, and mission focus
- if you don't do this, your coop can lose direction
- one way to attack a corp is to show that it's not acting like a corporation. so have your meetings and keep records. this will protect you in a legal battle to "pierce the corporate shield" of your coop.
- keep consistent minutes and records
1.9 09 - 0:34:17 - Intro to By-Laws (5:40)
- interviews with Van P Baldwin, and Neil Helfman
- one member one vote
- whoever is currently running the board doesn't have the capability of selling the collective and retiring, because of the by-laws
-
3 most important sections of coop bylaws (van baldwin, atty/cpa)
- dealing with the membership structure (qualifications for membership)
-
what kind of capital structure will be set up
- shares? how much do members have to buy when joining?
- how annual surplus will be allocated
-
sample by-laws available online
-
at US Federation of Worker Cooperatives (USFWC) on the web (www.usworker.coop)
- click on Resources (http://www.usworker.coop/education
- click on Worker Coop Document Library (http://www.usworker.coop/doclib)
- at The California Center for Cooperative Development (cccd.coop)
-
at US Federation of Worker Cooperatives (USFWC) on the web (www.usworker.coop)
- who is a member, the rights of officers, the scheduling and the rights relating to voting and distributions
- many of these provisions are pretty standard
- problems can happen when people want to redo their bylaws or use bylaws from elsewhere (a coop in another state, etc.)
- better to keep by-laws as simple as possible at first
1.10 10 - 0:39:57 - State Filings (2:30)
- legal options vary from state to state
- legislation can change
- you need to keep up with latest. to do so you can look at
- can also get other sample forms (see above)
- articles of incorporation
-
Articles of Incorporation
- file articles of incorporation and cover letter with your secretary of state's office
- recommended that these be walked in
- pay fee
- you should receive your filed and stamped Articles of Inc back, if all was correct, or you be notified of needed revisions
-
Statement of Domestic Stock
- also file a statement of domestic stock with the secretary of state
- do not file the one for a non-profit
- simple form, lists officers, etc. usually done on a bi-annual basis
- in calif., your statement of domestic stock must be filled within 90 days of filing your articles of incorporation
-
forms and process for LLC's similar to Corporations
- with LLC the form is called, "Articles of Organization"
- template forms available on Secretary of State's website
-
"Operating Agreement" is the practical equivalent of the "Bylaws" of a corporation
- this defines the democratic structure by which the business will be conducted, including issues related to patronage, membership, financial interest, accounts, and election of any officers
1.11 11 - 0:42:27 - Permits, Business License, More (11:08)
1.12 12 - 0:53:21 - A Word about Business Plans / Feasibility (2:25)
1.13 13 - 0:55:46 - Funding Your Coop (30:09)
1.14 14 - 1:25:55 - Hiring & Training (20:40)
1.15 15 - 1:46:35 - Unions & Coops (2:31)
1.16 16 - 1:49:06 - Resources (3:38)
1.17 17 - 1:52:44 - Credits & Acknowledgement (1:15)
1.18 18 - 1:53:59 - History: John Curl on Coops & The New Deal (6:44)
1.19 19 - 2:00:43 - Mike Leung of Abolish Human Rentals (1:30)
1.20 20 - 2:02:13 - Group Discussion Topics (3:41)
1.21 END- 2:05:54
2 Disk 2 Track List
2.1 01 Disclaimer (0:23)
2.2 02 Advice to Coop Start-Up's (18:56)
2.3 03 Bookkeeping Crash Course (30:25)
2.4 04 Subchapter T (2:12)
2.5 05 Communication & Process (42:35)
2.6 06 Meet & Greet (37:25)
2.7 07 Credits & Thank You's (1:14)
Date: 2012-10-28 19:09:59 PDT
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