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content/wiki/cooperative-foundations/session-content/session-5-coop-structures-and-governance.md
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@ -8,18 +8,16 @@ parentDocument: Session Content
outlineId: 8b0da5a8-3838-4e2f-af48-ead5f3d800dc
createdBy: Jennie R.F.
---
# Session 5: Coop Structures and Governance
> **Peer Supports:** See [PS Guide: Session 5 — Coop Structures and Governance](/doc/ps-guide-session-5-coop-structures-and-governance-3cJzhzQ53D) for your role during session and this week's studio support meeting.
---
## Welcome
* Slide: Tag Yourself
---
## Intro - 3 min
Last session you practiced decision-making frameworks and noticed your current patterns. Those patterns *are* your governance, whether you've called it that or not.
@ -33,9 +31,7 @@ You don't need to incorporate in order to practice governance. But the structure
*could your studio function for two weeks without any one person? if not, what would need to change?*
---
## Coop vs Business - 10 min
## Coop vs Business - 8 min
Before we talk about governance, let's quickly cover the legal landscape. You don't need to incorporate right now, but understanding the options helps you design governance that fits your eventual structure.
@ -74,13 +70,9 @@ Incorporation creates:
* Access to certain funding and tax benefits (e.g., OIDMTC in Ontario)
* An entity that can hold contracts, own IP, and survive individual members leaving
Incorporation is not hard or expensive – which makes it tempting to treat as a milestone before the real work is done. But groups that rush to incorporate often find themselves still at step one two or three years later, because the relational and governance groundwork wasn't there yet.
Incorporation is not hard or expensive, which makes it tempting to treat as a milestone before the real work is done. But groups that rush to incorporate often find themselves still at step one two or three years later, because the relational and governance groundwork wasn't there yet. The Cooperative Corporations Act already covers a lot of ground, so don't over-specify your articles of incorporation. Flexibility serves the co-op better as it evolves. Bylaws matter, but economic viability matters more. And your legal advisors may not have co-op experience, so seek out advisors who understand cooperative law or bring your own informed questions.
A few things worth knowing early: the Cooperative Corporations Act already covers a lot of ground. You don't need to replicate what the Act handles in your articles of incorporation, and over-specifying your objects or share structure in an attempt to "maintain control" is usually counterproductive – flexibility serves the co-op better as it evolves. Bylaws matter, but they're not the most important thing. Economic viability is. Spending too much time wordsmithing your bylaws is a distraction from the harder work of building sustainability.
One more thing: Your legal advisors may not have co-op experience. Lawyers tend to default to conventional corporate structures, so seek out advisors who understand cooperative law, or at minimum, bring your own informed questions.
The patterns you establish now – how you make decisions, how you handle money, how you share power – will shape what kind of co-op you become.
The patterns you establish now, how you make decisions, how you handle money, how you share power, will shape what kind of co-op you become.
***Today's focus: Governance practice, not legal paperwork.***
@ -94,17 +86,13 @@ The patterns you establish now – how you make decisions, how you handle money,
*no need to discuss - just noticing where we're starting from*
---
## Why cooperative structures? - 8 min
## Why cooperative structures? - 10 min
*Will you choose your governance structure together or let it emerge by default?*
The informal hierarchy check-in revealed patterns, right?
The informal hierarchy check-in revealed patterns, right? Those patterns aren't problems yet. But under pressure, informal patterns become cracks. A funding deadline, a team member's life change, a game that's not working.
Those patterns aren't problems yet. But under pressure informal patterns become cracks.
Think: A funding deadline, a team member's life change, a game that's not working
OK, we'll say it again: *Studios don't fail because of creative differences. They fail because of governance, conflict resolution, and communication misalignment.* The game was good. The team couldn't hold together long enough to ship it.
*Studios don't fail because of creative differences. They fail because of governance, conflict resolution, and communication misalignment.* The game was good. The team couldn't hold together long enough to ship it.
You've already been practicing governance:
@ -112,8 +100,6 @@ You've already been practicing governance:
* have decisions been made in DMs?
* does one person hold knowledge others don't?
Will you choose your governance structure together or let it emerge by default?
You might think of governance as bureaucracy. But it's quite the opposite: It's making the invisible visible, the accidental intentional, the implicit explicit. It's building structures that enact your values so you have a clear path through the hard times.
Not everyone in your studio needs to be a co-op nerd for your co-op to work. What matters is that your governance documents *encode your values into systems*. If your bylaws require transparent finances, transparency happens whether or not every member has internalized why it matters. If your decision-making process requires consent, no one can override the group even on a bad day. The documents you write this week are how your values work *almost automatically* even when people are tired and stressed.
@ -121,14 +107,7 @@ Not everyone in your studio needs to be a co-op nerd for your co-op to work. Wha
We want you to start making deliberate choices about how you'll work together, knowing you can revise as you learn.
---
## Case Study: Presenter's governance journey - 15 min
---
## Governance Models Overview - 15 min
## Governance Models Overview - 12 min
### Small studios (3-6 people): Collective Governance
@ -142,7 +121,7 @@ This is the oldest governance model there is. Indigenous nations, mutual aid soc
### Small studios alternative: Advice Process
You don't need their permission - just their input. Then you decide and own the outcome.
You don't need the permission of the people you are going to for advice - just their input. But you should be seeking out that input. Then you decide and own the outcome.
* Anyone can make any decision, but must first seek advice from those affected and those with expertise. (You don't *need* agreement.)
* Helps work move faster without disconnecting knowledge from the coop; cuts down on meetings
@ -178,30 +157,26 @@ You may have heard of [Holacracy](https://www.holacracy.org/). It is a more form
This model is closer to traditional nonprofit or corporate governance but with worker ownership. Can feel more familiar to people coming from conventional workplaces.
But it's insufficient to just elect a board and call it democratic, if decisions have impact in a community that community needs to have a meaningful say in what those decisions are. It should go beyond "input" to actually having decision-making power.
But it's insufficient to just elect a board and call it democratic, if decisions have impact in a community, that community needs to have a meaningful say in what those decisions are. It should go beyond "input" to actually having decision-making power.
### Large studios alternative: DisCos (Distributed Cooperative Organizations)
### Large studios alternative: DisCOs (Distributed Cooperative Organizations)
Developed by Guerrilla Media Collective, drawing on feminist economics and the solidarity economy tradition. "Distributed" means distributed geographically (remote-first), distributed power (shared based on contribution), and distributed value (multiple types of work all count). The distinction between productive, care, and love work comes from decades of feminist labour organizing that made invisible work visible. Explicitly a cooperative, care-centred alternative to DAOs.
Developed by Guerrilla Media Collective, drawing on feminist economics and the solidarity economy tradition. The distinction between productive, care, and love work comes from decades of feminist labour organizing that made invisible work visible.
Gamma Space uses an adapted version of this model!
* Value tracking across work types - distinguishes between *productive work* (the game),*care work* (team wellbeing), and *love work* (community, movement-building)
* Uses contributory accounting so invisible labour becomes visible and compensated
* Challenges assumptions about what counts as "real" work
* Federation over scaling - small nodes (max 15-20 people) federate together rather than growing one large organization
* Value tracking across work types: distinguishes between *productive work* (the game), *care work* (team wellbeing), and *love work* (community, movement-building). Uses contributory accounting so invisible labour becomes visible and compensated.
* Federation over scaling: small nodes (max 15-20 people) federate together rather than growing one large organization
* Geared toward shared resources and open practices
DisCOs build structures to account for work that often goes undervalued and unrecognized.
Resources: [DisCO.coop](https://disco.coop) and the DisCO Manifesto
Hot tip: Begin with collective governance or advice process, even if you think it's not the perfect fit. You can add complexity as you learn what you actually need.
---
### Decisions to clarify - 10 min
### Decisions to clarify - 7 min
*\[The accountability and removal complexity material can be touched on here but we will go into it more fully in Session 7 (conflict resolution).\]*
Whatever model you choose, clarify:
@ -210,6 +185,7 @@ Whatever model you choose, clarify:
* How do you change your governance structure as you grow?
* How do you document decisions and studio knowledge so it's not concentrated in one person?
#### How do you add or remove members?
This is often the hardest governance conversation. But you gotta have it before you need it.
@ -241,7 +217,7 @@ When you're designing your conflict and removal policies, ask: Is it more worth
This doesn't mean tolerating ongoing harm. Your process should distinguish between someone who is genuinely working to change and someone who is performing accountability while continuing the behaviour. The former needs support and real consequences; the latter needs a different response.
We'll take about this more in two weeks during our conflict resolution session.
We'll talk about this more in two weeks during our conflict resolution session.
#### The complexity of removing someone you care about
@ -254,9 +230,10 @@ Exile – total severance from community, communication, and support networks
*you don't need to finalize these policies now. but you should know where your group is easily aligned vs. where you'll need more conversation.*
---
### Decisions under external pressure
*\[Facilitator note: This section does not have a dedicated slide. Weave into the activity debrief if time allows, or use as a prompt during breakout rooms. If the session is running long, skip and let it come up naturally in studios.\]*
### Decisions under external pressure - 5 min
What happens when a publisher wants an answer in 48 hours? When a grant deadline lands during a conflict or crisis? When a platform opportunity requires a yes or no right now?
@ -280,7 +257,7 @@ It comes back to V A L U E S! And having a plan in place you've all agreed to ah
---
## From patterns to structure - 10 min
## Activity! From patterns to structure - 15 min
### Distributed capacity
@ -289,11 +266,12 @@ In Session 4 you noticed patterns through the Informal Hierarchy Check-In. So wh
Use these questions to connect your observations to design choices:
1. Whose defaults have become the group's defaults?
* Did everyone consent to that? What structure ensures future defaults are chosen collectively?
2. What knowledge is concentrated in one person?
* What happens if they leave or burn out? How does your governance distribute capacity?
* "Each historical moment of the organization should be carefully documented and archived... Investing in documentation also ensures that the power that comes from information is better distributed." -- [Solidarity Economy Principles](https://solidarityeconomyprinciples.org/)
* =="Each historical moment of the organization should be carefully documented and archived... Investing in documentation also ensures that the power that comes from information is better distributed." --== [==Solidarity Economy Principles==](https://solidarityeconomyprinciples.org/)
3. Who can say no, and what happens when they do?
* Does your structure make dissent safe and productive?
4. What rhythms and speeds does the group assume?
@ -306,34 +284,28 @@ The patterns you noticed aren't problems to fix!
They're information for design. Your governance should make the invisible visible and the accidental… intentional!
---
## Post-activity reflection + tool intro - 5 min
## Tool: Community Rule - 10 min
Come back together. Quick share: what came up in your breakout that surprised you or that you want to keep working on?
[Community Rule](https://communityrule.info/) is a tool for documenting governance structures in plain language. We'll walk through the interface and show you an example from Gamma Space.
*\[take 2-3 responses. Don't need to resolve anything here, just get an idea of the threads.\]*
Start drafting with your Peer Support this week, taking note of what fields the tool asks for and where you already have answers vs. where you need to chat more.
We've set up a Miro template for documenting your governance structure. Your Peer Support will walk you through it this week. Use it to map what you've decided so far and where the gaps are. It's meant to be a living document, not a final product.
---
## Closing - 5 min
You've drafted a governance structure based on what you've learned about your decision-making patterns. But governance doesn't exist in a vacuum. It shapes (and is shaped by) how you handle money.
You'll be drafting your governance structure based on what you've learned about your decision-making patterns. But governance doesn't exist in a vacuum. It shapes and is shaped by how you handle money.
Next session, we'll dig into equitable economics: Transparent finances, compensation models, and profit-sharing. The governance you've designed will help you make those financial decisions together.
Next session we dig into equitable economics: transparent finances, compensation models, and profit-sharing. The governance you're designing will help you make those financial decisions together.
*Think about: What's one aspect of governance your team hasn't discussed yet?*
*This coming week, think about: what's one aspect of governance your team hasn't discussed yet?*
---
## Homework
1. **Start your Community Rule draft** – During your PS session this week, use the tool to document what you've decided so far and where the gaps are. Bring questions to next session.
2. **Discuss financial sustainability with your studio** – What does financial sustainability look like for you personally? What would you need from this project? (Prep for Session 6.)
3. **Personal reflection** – What financial information have you never been allowed to see at work?
---
1. **Work on your governance draft in Miro** - During your PS session this week, use the Miro template to document what you've decided so far and where the gaps are. Bring questions to next session.
2. **Discuss financial sustainability with your studio** - What does financial sustainability look like for you personally? What would you need from this project? (Prep for Session 6.)
3. **Personal reflection** - What financial information have you never been allowed to see at work?