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# Session 5: Coop Structures and Governance
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## Pre-session
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Peer Supports: See **PS Guide: Session 5** for pre-session tasks.
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*Peer Supports: See **PS Guide: Session 5** for pre-session tasks.*
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---
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@ -49,7 +47,7 @@ Three things:
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### The practical difference
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In a corporation, if you and two friends start a studio and one person puts in more money, they might own 60% and control major decisions. If you hire employees later, they're workers - not owners. If you sell the company, the original shareholders profit.
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In a corporation, if you and two friends start a studio and one person puts in more money, they might own 60% and control major decisions. If you hire employees later, they're workers – not owners. If you sell the company, the original shareholders profit.
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In a worker co-op, every worker-owner has equal (or near-equal) say regardless of when they joined or how much they invested. If someone leaves, they don't keep ownership. New members buy in and become full owners.
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@ -63,7 +61,13 @@ Incorporation creates:
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- Access to certain funding and tax benefits (e.g., OIDMTC in Ontario)
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- An entity that can hold contracts, own IP, and survive individual members leaving
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But you can practice cooperative governance *before* you incorporate. The patterns you establish now. How you make decisions, how you handle money, how you share power will shape what kind of coop you become.
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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.
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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.
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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.
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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.
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***Today's focus: Governance practice, not legal paperwork.***
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@ -84,24 +88,25 @@ The informal hierarchy check-in revealed patterns, right?
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Those patterns aren't problems yet. But under pressure informal patterns become cracks.
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Think: a funding deadline, a team member's life change, a game that's not working
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Think: A funding deadline, a team member's life change, a game that's not working
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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.
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You've already been practicing governance:
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- have you deferred a preference (e.g., working odd hours) to fit with the group?
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- have decisions been made in DMs
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- have decisions been made in DMs?
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- does one person hold knowledge others don't?
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Will you choose your governance structure together or let it emerge by default?
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You might think of governance as bureaucracy. But it's quite the opposite: It's making the invisible visible and the accidental intentional. It's building structures that enact your values so you have a clear path through the hard times.
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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.
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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.
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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.
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We want you to start making deliberate choices about how you'll work together, knowing you can revise as you learn.
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---
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## Case Study: Presenter's governance journey - 15 min
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---
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@ -162,7 +167,7 @@ Developed by Guerrilla Media Collective. "Distributed" means distributed geograp
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Gamma Space uses an adapted version of this model!
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- Value tracking across work types - distinguishes between *productive work* (the game),*care work* (team wellbeing), and*love work* (community, movement-building)
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- Value tracking across work types - distinguishes between *productive work* (the game),*care work* (team wellbeing), and *love work* (community, movement-building)
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- Uses contributory accounting so invisible labour becomes visible and compensated
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- Challenges assumptions about what counts as "real" work
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- Federation over scaling - small nodes (max 15-20 people) federate together rather than growing one large organization
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@ -189,6 +194,8 @@ Whatever model you choose, clarify:
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This is often the hardest governance conversation. But you gotta have it before you need it.
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*Pre-formation studios often assume the original founders are permanent. But your governance should apply to everyone equally.*
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Adding members:
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- what's the process? who decides?
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@ -208,21 +215,19 @@ Involuntary removal:
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#### Make accountability worth it
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If owning up to harm in your studio means losing everything - your community, your friends, your credibility, your income, your creative home - nobody will do it. They'll do anything to avoid that. You could end up spending months in a slow-motion crisis with no path out of it.
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If owning up to harm in your studio means losing everything – your community, your friends, your credibility, your income, your creative home – nobody will do it. They'll do anything to avoid that. You could end up spending months in a slow-motion crisis with no path out of it.
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When you're designing your conflict and removal policies, ask: Is it more worth it for someone to admit what they did than to lie about it? Is there a path back? Real consequences, real change required - but a path. If the only outcome of honesty is exile, you'll inevitably get dishonesty.
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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.
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Pre-formation studios often assume the original founders are permanent. But your governance should apply to everyone equally.
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#### The complexity of removing someone you care about
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The person you're removing is probably someone you care about. They're your collaborator and maybe your friend. The instinct to paint them as an irredeemable villain or monster makes the decision easier, but it's dishonest and in itself harmful to everyone. People who cause harm in your studio are human beings in your community - and yes, they hurt others, and that needs to be addressed. Holding both the care and the harm is one of the hardest tasks in cooperative work. Make room for that complexity rather than forcing everyone into a binary of good/bad.
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The person being removed may also be someone whose invisible labour has held things together. Community organizers, founders, people who did the unglamorous work of keeping things going when resources were scant - their contributions become very visible in their absence. A removal process that severs someone completely, without dialogue and without acknowledging what they built, both harms that person and damages the collective's relationship with its own history. Someone can take accountability for harm while the group still recognizes what they contributed. These ideas are both part of the truth and enable repair.
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Exile - total severance from community, communication, and support networks - is one of the most punishing things a group can do to a person, and it should be treated with that weight. If your removal process looks like excommunication, ask whether that's proportionate, whether it's actually serving the safety of the group, or whether it's being driven by urgency, fear, or the desire to make a painful situation disappear quickly. A process that centres care means making those decisions with enough deliberation, transparency, and humanity that everyone involved - including the person being removed - can see that the process was trustworthy.
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Exile – total severance from community, communication, and support networks – is one of the most punishing things a group can do to a person, and it should be treated with that weight. If your removal process looks like excommunication, ask whether that's proportionate, whether it's actually serving the safety of the group, or whether it's being driven by urgency, fear, or the desire to make a painful situation disappear quickly. A process that centres care means making those decisions with enough deliberation, transparency, and humanity that everyone involved - including the person being removed - can see that the process was trustworthy.
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*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.*
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@ -273,13 +278,13 @@ Use these questions to connect your observations to design choices:
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The patterns you noticed aren't problems to fix!
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they're information for design. Your governance should make the invisible visible and the accidental… intentional!
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They're information for design. Your governance should make the invisible visible and the accidental… intentional!
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---
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## Tool: Community Rule - 10 min
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[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 [TODO-01: add Community Rule example].
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[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.
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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.
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@ -289,13 +294,13 @@ Start drafting with your Peer Support this week, taking note of what fields the
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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.
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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.
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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.
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*Think about: What's one aspect of governance your team hasn't discussed yet?*
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---
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## Homework (with Peer Supports)
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## Homework
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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.
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