18 KiB
Session 5: Coop Structures and Governance
Peer Supports: See PS Guide: Session 5 for pre-session tasks.
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.
You don't need to incorporate in order to practice governance. But the structures you choose now will shape what kind of co-op you become. This session is about making that governance visible and intentional.
Check-in - 5 min
what did the informal hierarchy check-in reveal about your studio? anything surprising?
Coop vs Business - 10 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.
Common structures for game studios
| Structure | Who owns it? | Who decides? | Who benefits? |
|---|---|---|---|
| sole proprietorship | One person | That person | That person |
| Partnership | partners (often unequal shares) | usually based on ownership % | based on ownership % |
| corporation | shareholders | board (elected by shareholders) | shareholders (via dividends) |
| worker cooperative | workers (equal or near-equal) | workers (one member, one vote) | workers (based on labour, not capital) |
What makes a coop legally distinct?
Three things:
- Democratic control
- One member, one vote. Not weighted by how much money you put in.
- Member ownership
- The people who work there own it. Not outside investors, not founders who left years ago.
- Patronage returns - Surplus (profit) flows back to members based on their labour contribution, not their capital investment. Money follows work, not money.
The practical difference
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.
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.
What aligns with your values and how you want to work together?
You don't need to rush
Incorporation creates:
- Legal protections (limited liability)
- 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.
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.
Today's focus: Governance practice, not legal paperwork.
Quick check
By emoji reaction or in chat:
- How many of you have worked at a studio where you had no say in major decisions?
- How many have had equity or ownership in a company before?
no need to discuss - just noticing where we're starting from
Why cooperative structures? - 10 min
The informal hierarchy check-in revealed patterns, right?
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.
You've already been practicing governance:
- have you deferred a preference (e.g., working odd hours) to fit with the group?
- 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.
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
Small studios (3-6 people): Collective Governance
- All members make all major decisions together
- Rotate facilitation and administrative roles
- Use consent-based decision-making for most choices
- Monthly governance meetings for larger decisions
- Members are responsible for implementing their proposals
Small studios alternative: Advice Process
You don't need their permission - just their 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
- Requires high levels of trust and transparency
Advice process fails if people skip the advice-seeking or if "advice" becomes de facto veto power.
From Buurtzorg and the "Reinventing Organizations" model
Larger studios (7+): Circles (Sociocracy)
The Circles model is essentially sociocracy (also called dynamic governance). If you want to research further, that's the term to search. This model helps you organize work at the most "local" level possible, by those directly impacted by the decisions.
- Organize work into semi-autonomous circles (art, programming, bizdev)
- Each circle manages its own domain with clear boundaries
- Decisions within circles use consent process
- Circles link together through representatives who sit on multiple circles
- Larger decisions involving multiple circles invoke a representative Council
- Regular inter-circle coordination meetings
Sociocracy 3.0 (S3) is an open-source, modular version - teams adopt patterns à la carte rather than implementing a whole system. Good if you want "some structure but not a rigid framework."
You may have heard of Holacracy. It is a more formalized, trademarked variant popularized by Zappos. More rigid and prescriptive, with detailed rules about roles and accountabilities. Overkill and overly corporate for you all.
Larger studios alternative: Board + Membership
- All worker-owners are members
- Members elect a smaller board for ongoing governance
- Board accountable to membership through regular reporting
- Board sets conditions on membership and removal
- Board uses majority vote
- Clear division between governance (board) and operations (daily work)
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.
Large studios alternative: DisCos (Distributed Cooperative Organizations)
Developed by Guerrilla Media Collective. "Distributed" means distributed geographically (remote-first), distributed power (shared based on contribution), and distributed value (multiple types of work all count). Explicitly a cooperative, care-centred feminist economics alternative to DAOs.
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
- Geared toward shared resources and open practices
DisCOs build structures to account for work that often goes undervalued and unrecognized.
Resources: 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 - 7 min
Whatever model you choose, clarify:
- Who can make spending decisions and up to what amount?
- What decisions require everyone vs. smaller groups?
- 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.
Pre-formation studios often assume the original founders are permanent. But your governance should apply to everyone equally.
Adding members:
- what's the process? who decides?
- is there a trial period?
- how do you onboard someone into your governance culture, not just your workflows?
Voluntary departure:
- what happens to their ownership stake?
- what about work in progress they were leading?
Involuntary removal:
- what are grounds for removal?
- who initiates/decides/what protections exist for the person being removed
- without a clear process, removal either doesn't happen (and resentment builds) or happens and it's a big ol mess
Make accountability worth it
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.
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.
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.
The complexity of removing someone you care about
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.
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.
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.
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 - 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?
Think back to two weeks ago when we went over two scenarios and how you would make a decision as a studio. The focus was on returning to values. Governance can make sure you’re structuring that essential values work.
The urgency of external pressure can break down democratic processes. OR, you might discover you never planned for this situation!
Some things you could do:
- Delegation with parameters
- for opportunities under $x or commitments under y weeks, [person/role] can decide. anything bigger comes to the full coop.
- Emergency consent
- we'll make a decision with whoever's available, then confirm or revisit at our next full coop meeting
- Defined response
- we tell external parties we need [x days] to decide collectively. And if they can't wait, it's not the right fit
It comes back to V A L U E S! And having a plan in place you've all agreed to ahead of time.
Think about past times when you've faced external deadlines. Who decided? Was everyone okay with that?
From patterns to structure - 10 min
Distributed capacity
In Session 4 you noticed patterns through the Informal Hierarchy Check-In. So what governance structures would address what you noticed?
Use these questions to connect your observations to design choices:
- Whose defaults have become the group's defaults?
- Did everyone consent to that? What structure ensures future defaults are chosen collectively?
- 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
- Who can say no, and what happens when they do?
- Does your structure make dissent safe and productive?
- What rhythms and speeds does the group assume?
- Who gets excluded by those assumptions? How do you build in flexibility?
- How does accountability move?
- Only from members to collective? Or in all directions?
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!
Tool: Community Rule - 10 min
Community Rule is a tool for documenting governance structures in plain language. We'll walk through the interface and show you an example from Gamma Space.
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.
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.
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.
Think about: What's one aspect of governance your team hasn't discussed yet?
Homework
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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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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.)
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Personal reflection – What financial information have you never been allowed to see at work?