Based on the DESIGNING OWNERSHIP guide, here's a summary and recommendation for ReLeaf:
Choose an Appropriate Legal Entity
ReLeaf should start by choosing an appropriate legal entity. As a co-op startup, options might include
- a Limited Cooperative Association,
- a General Cooperative Corporation,
- a Worker Cooperative Corporation,
- or a Conventional Corporation with cooperative bylaws.
It's important to consider factors such as
- capital structure,
- member characteristics,
- business activities,
- growth goals,
- profitability,
- and the state of incorporation.
Draft a Clear Set of Bylaws
It's recommended to draft a clear set of bylaws, addressing aspects like
- membership qualifications,
- benefits,
- requirements,
- governance rights,
- financial rights,
- and board structure.
These bylaws should reflect the unique "Life Story" metadata system, which contributes to governance and financial rights in a novel way.
The cooperative's main members will be workers and business customers, with a possibility of creating distinct membership classes for these groups. Member benefits would revolve around shared profits and participation in the cooperative's sustainability efforts and "Life Story" system.
Members' governance rights should ensure democratic decision-making on major issues such as strategic direction, partnership choices, and the evolution of the "Life Story" system. The patronage formula could be based on the contribution to the cooperative, tracked through the "Life Story" system.
The board of directors should ideally represent each membership class, with provisions for including outside directors. The board should be empowered to make strategic decisions, with certain actions requiring a higher voting threshold.
ReLeaf's capital structure should be designed to support its growth plans. While member-owner contributions could form part of the funding, it should consider external grants, investment, and partnerships. External investors, if any, should have limited voting rights.
Membership Agreement
The membership agreement should clearly state the mission of ReLeaf, expectations and obligations of members, patronage calculations, and protocols for membership termination.
Once these aspects are clear, it's advisable to seek legal assistance to formalize the cooperative structure and ensure it complies with all relevant laws and regulations.