Loomio
Sat 2 Feb 2019 9:06AM

Practical Issues for Large Consensus co-operative

DH Dave Hollings Public Seen by 124

I am working with a co-operative which is intending to have consensus decision making and therefore to have all co-op members as directors (unless there is a legal problem for the member).

They have raised some practical problems which I hope some co-operatives with long standing non-hierarchical structures have already dealt with:

'Also, that for banks and grant funders we are likely to have to undergo identity checks on all directors (and therefore all members). Do you know of other organisations that have used the model of all members being directors? We hope to have as many as 20 members so thinking about the practical implications of that. '

Can you help with whether this is a problem and, if it is, what workarounds have you developed?

JN

John Niven Wed 6 Feb 2019 4:28PM

Ha, no worries @johnatherton . I've been learning a lot from this thread, and will be reporting back this and a few other issues.

MM

Martin Meteyard Wed 6 Feb 2019 4:36PM

And I wonder if this applies to Suma too @johnatherton?

DH

Dan Holden Sat 2 Feb 2019 2:39PM

We (Unicorn Grocery) have ~70 members and all are directors. I'm not aware of us receiving any grant funding in my time here (10 years) but it's not been an issue with our bank (Triodos) or other lenders (Co-op & Community Finance are understanding as you'd expect).
Running all member general meetings can be a challenge as we also use consensus-based decision making, but it's something we've put quite a bit of time into thinking about over the years, and it works generally pretty well.

SF

Steven Flower Sat 2 Feb 2019 2:39PM

Open Data Services Co-operative have a model that all members can be directors (should a member of staff exert their right to do so, after six months probation). We adopted the model rules from Coops UK for company limited by shares, operating as a worker coop: https://github.com/OpenDataServices/worker-co-op-model-rules-company-limited-by-shares/blob/master/worker_co_op_model_rules.md - see clause 85 (Collective Management). We currently have 10 member directors, and 5 staff (who have been with us under six months)

I think our reflection is that making decisions will always (quite rightly) be involved, but will depend on the nature, purpose and potential impact. We've made many operational and investment decisions (specifically in terms of taking on work or deciding to invest in hiring) together, and sometimes quite quickly. We increasingly record these via our own Loomio, but do have several back end systems via which we record and document.

We have more complexity around forming or changing policy, particularly if we already have established practice and/or precedent. We're still finding the best balance between wanting seeking consensus on such matters, whilst aware of overloading information channels often stocked with work related matters.

One thing we've just "realised" (more from continued practice perspective then sudden surprise!) is that whilst our formal "Ordinary General Meeting" acts as our periodic mechanism for recording decisions, we do "co-work" together to get to points of consensus. We are all based at home, across the UK (and so very used to the pros and cons of remote & digital working), so we see "the OGM" as a great opportunity to get the whole coop together. Previously, we'd tried to cram in formal decision making into these face-to-face meetings, but we're now going to just meet and co-work/discuss as a whole group (as we've always done), but then leave a space of a couple of weeks before we hold a videocall OGM. It's in this that we can ratify and document the decisions we've made together. Apologies - this might be too much into the weeds of our governance, but it's a new and exciting hack we made!

tl;dr: making decisions that involve all stakeholders is hard work, but worth it. I don't think that's news.

One tip (which I've said elsewhere, I think): never, ever go to a high street bank (let's say one that starts with N and ends opposite East) and expect them to provide a service to a company that has a high number of directors (probably more than four), which can also change periodically. It's partly sheer incompetence, but also outright ignorance, that we've lost many business hours going to branches to provide IDs, completing forms to stop/start new members, and then discovering the bank have done absolutely nothing (and keep sending vague threat letters to directors-who-are-not-directors-but-are-directors-according-to-their-antiquated-system). Yep. I'll get over it. Unity Bank and far far better. Triodos too.

SWS

Sion Whellens (Principle Six/Calverts) Sat 2 Feb 2019 6:08PM

Calverts has used this system for 40 years without problems.

MSC

Mark Simmonds (Co-op Culture) Sat 2 Feb 2019 9:49PM

You don't have to have collective governance in order to use consensus decision-making, although it sounds like the co-op wants collective governance too.

Unicorn is probably the largest worker co-op in the UK with collective governance - over 60 members now I think, so definitely worth talking to them.

Consensus is a separate issue which I think of as more of a way of problem solving or planning rather than a requirement for 100% majorities in voting on proposals. Seeds for Change consensus handbook is a good resource https://seedsforchange.org.uk/consensus

There are loads of useful resources here too on Richard Bartlett's Resources for Decentralised Organising page https://hackmd.io/s/Skh_dXNbE#

Dr. Mark Simmonds
Co-op Culture Ltd.
0741 999 1506

CMI

I haven't come across this issue before re: banking and director IDs. However, the largest coop i'm in (Cornerstone, 14 members) is a society not a CLG, so I can only confidently talk about that. Unity Trust/EBS only want identification for signatories not everyone. It could be just that that's the way we've interpreted the form, but it's worked fine for 20+ years.

I agree Unity are far and away the best bank for coops. Coop Bank processing times for new accounts or signatory changeovers are heading for two months now.

JW

Jim Wild Mon 4 Feb 2019 9:05AM

Hi Dave,

20 doesn't sound enormous.

There is nothing stopping you electing a few directors, but
enshrine and practice the more democratic management and voting
systems.

With limited companies there is a additional risk the directors
are taking on, but so long as the legal responsibilities are
clearly and properly delegated it can be managed.

Also another thing if you are looking for funding, I understand
credit ratings are affected by directors personal credit ratings
so this potentially adds complication. I don't know if credit
ratings are affected by having many directors.

Jim

MSC

Mark Simmonds (Co-op Culture) Mon 4 Feb 2019 9:15AM

Note of caution:

If you have collective governance in a Company or a Society , then all of the members will be "de facto" Directors, whether you register them or not. If any of those members are disqualified from acting as a Director than that could cause them and the co-operative problems.

DH

Dave Hollings Mon 4 Feb 2019 9:28AM

We’ve covered that. All members are directors unless there is a legal reason that they can’t be.

Dave

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