January 15th, 2019 09:28

Co-op Governance - Rules & Culture

bob cannell

bob cannell January 10th, 2019 11:47

Yes, trying to keep it simple enough so normal people can read and understand the rules is a problem not yet solved. Usually you cant get founder members to even read the proposed rules of a simple coop. Theres no real democracy then. No agreement on how we operate this joint venture. Ive seen coops of highly educated people where they 'make it up as they go along' in contravention of their registered rules. No hope for normal people.
How can we make it simple? If it isnt simple and intuitive, it isnt democratic. Only those witj a vested interest will study and often, game the rules. FC United of Manchester was taken over by a hostile clique by gaming the rules. Many other examples.
Heres a critique of the Somerset Rules. I'll search for Alex's paper on Fuel Coop and post a link.


Graham January 10th, 2019 11:57

Governing documents are almost always going to be difficult things to read and understand as they are legal texts, and this is how the legal profession protects its interests. Having said that, there is nothing to stop the professional advisers of cooperatives from producing plain language commentaries that explain the rules in terms that ordinary people can more readily grasp. Once again it is case of ensuring that the members are effectively educated.

Fabian Tompsett

Fabian Tompsett January 10th, 2019 13:39

I think it is näive to think that matters can be resolved by expressing in simplified language what are essentially complex legal relationships. Everything works for as long as it works, but as soon as you hit a problem then all the complexities kick in. Questions of trust and solidarity are as important as member education. Understanding the legal issues is in essence very similar to getting your head around computer code and takes quite a lot of effort to do well.
What I feel is a more significant underlying problem is that we can get too caught up in the minutiae of business law and ignore the fact that the overall economy within which we swim is fundamentally flawed and that we need to act politically to change this. Market socialism, self-management and the case for workers' co-ops - Darrow Schecter is quite a good discussion of the problems which arose with co-operatives in Yugoslavia:
"The most subtle and imaginative social engineering in the world could not compensate for the foundation of social solidarity and strong sense of community that underpins the cooperative economy and militates against the exploitative and divisive forces of market competition. This is a fundamentally important point, for as the picture elsewhere shows, without structures and traditions of a solidaristic Civil Society operating in the background, market forces will tend to create virtually insuperable problems for workers' co-ops."


Graham January 10th, 2019 13:45

I don't think anyone here is näive nor do they think that expressing in simplified language what are essentially complex legal relationships resolves matters, but I do think it's fair to say that it's a really useful start.

Mark Simmonds  (Co-op Culture & Platform 6)

Mark Simmonds (Co-op Culture & Platform 6) January 10th, 2019 15:09

There's a real danger in creating simplified versions of your governing document.
1) They can diverge over time as the original governing document is amended and the lite version is not updated.
2) I've seen the lite version become the version that the co-op use and amend with the original forgotten.
3) I've seen contradictory documents - where does that leave the co-op?

My advice is always to have one document and make it as clear as you can. I tend to use the Co-ops UK and Radical Routes model docs. and don't think that they can be much clearer without becoming ambiguous.

I find that people ignore the governing document before they have even attempted to engage with it, rather than giving up after trying to understand it. It's like only reading the instructions once you can't get the new gadget to work - it's cultural.

bob cannell

bob cannell January 14th, 2019 23:42

I think its normal for coops to ignore their primary rules until there's a dispute. I know of lots Ive had dealings with.
To me this reflects the living relationships between the members and so long as those are cioperatively healthy thats better than relying on a dry as dust alienating set of legalspeak rules.
I believe its the actual working relationships that are important and so often are ignored or given cursory attention.
All society rules assume an authority hierarchy even in an egalitarian collective. No wonder active members see them as alien to the coop culture they are trying to create.

Sion Whellens (Principle Six/Calverts)

Sion Whellens (Principle Six/Calverts) January 15th, 2019 09:09

Andy, am I right that RRFM14 has no provision for the appointment of Directors? Could it be adapted for a Society that isn’t fully mutual?

Andrew Woodcock

Andrew Woodcock January 15th, 2019 09:22

Yes exactly

Mark Simmonds  (Co-op Culture & Platform 6)

Mark Simmonds (Co-op Culture & Platform 6) January 15th, 2019 09:29

Note: This thread was forked as it had to diverged from conversation around co-ops and social enterprise to particularly focus on co-op governance.

Sion Whellens (Principle Six/Calverts)

Sion Whellens (Principle Six/Calverts) January 15th, 2019 11:00

I'm assuming you can't do that with a Company, which has to have Directors?

Andrew Woodcock

Andrew Woodcock January 15th, 2019 11:18

No but you can make all members directors, see the model articles for a CLG workers co-op written by Seeds and RR here https://www.seedsforchange.org.uk/resources

Andrew Woodcock

Andrew Woodcock January 15th, 2019 11:19

RRFM14 could be adopted for a society that wasn't fully mutual, or a tl east the principles behind it could be. It is quite definitely a set of rules for a common ownership, not for profit, fully mutual housing co-op.


Pat Conaty January 16th, 2019 09:37

A pity we have forked this. All this is so relevant to the social enterprise and economic democracy alternative we were just delving into. That is not taking away from the richness of this discussion on rules and Andrew's brilliant replies. But there is a bigger issue here that is the real Elephant in the Room. The ruling ideas are the hegemonic grand narrative. Today this is sharp elbowed and winner takes all market fundamentalism. There is no counter movement because of lack of unity. A key word for us we need to reclaim is commons and common ownership. So what is a commons, very similar to the vernacular co-op commonwealth. According to Ostrom it is first a group of stakeholders, who agree to defend, secure and extend a common resource and who do so by democratically agreeing a common set of rules to kick out vandals, privateers and freeloaders. Co-op commonwealth movements like this erupted in the 1830s with the Chartists, in the 1880s across Europe in suffrage battles, in the 1920s with guild socialists and in the 1970s. We need to unite again. Why solidarity economy alliance matters.

Oli SB

Oli SB January 16th, 2019 10:51

I think Bob's comment about the rules being ignored until there is an issue, and most co-op rules being "dry as dust alienating set of legalspeak rules" is the core issue with making co-ops as accessible and prevalent as Ltd Cos. How can we expect people, in today's busy world, to wade through and struggle with rules like that? Surely a better approach, to encourage more co-ops to form and members of existing co-ops to know, follow and derive value from their co-ops' rules, would be to have such a short and simple set of rules that any member could articulate them?


Emma January 16th, 2019 16:15

We're trying a combo of access to the rules themselves and urging people to read them, plus summarising, plus extracting the bits which involve practical action and which tell you about the powers of the members. https://work.equalcare.coop/the-bylaws All very much a work in progress. Anyone interested in helping out is obviously very welcome!!

Mark Simmonds  (Co-op Culture & Platform 6)

Mark Simmonds (Co-op Culture & Platform 6) January 16th, 2019 16:53

The difficulty with that is short simple Rules don't cover the ground. If you read through the Co-operatives UK models or the Radical Routes models which were written with a view to being easily understood, then you'll see that each clause covers a particular element of the running of an organisation - membership, meetings, distribution of surplus etc. and dispensing with it would cause trouble down the line. Whilst there no doubt remains a small opportunity to make these documents even more easy to read, I believe that most of the people who claim that they are unintelligible or obscure, have not actually read them.

The problem here is that governing documents and associated policies (and just about any strategic document) are put in the drawer with the dust, not that they in themselves are dry as dust.

Acknowledging that there is a cultural barrier and an issue around accessibility, I'm particularly interested in the work of Equal Care Co-operative in seeking to make such documents living, breathing elements of co-op democracy, drawing on the work people are doing to create "visual contracts" that are easy to understand and accessible.

bob cannell

bob cannell January 16th, 2019 21:16

people dont read rules because they are scared of them. they would rather avoid the brain pain. i think those of us who are comfortable with such text forget rhis.
i remember working with cath m with a group of amateur artists setting up a marketing coop and gallery. we just could not get them to even read past the first page.
when i tried to talk them thru, paraphrasing into normal english, it lasted less than 20 minutes b4 they rebelled and stopped me. that is a normal reaction.
its one of the reasons why i like coop LLPs where the group can agree on and write their own member agreement. done that, it works much better.
even RR rules are too much, in some ways more legalistic.
like that equal care coop are trying a new way, like to know more. somehow members must agree and record how they intend to work together, and be able to reasonably easily modify it as they go on together.
the old society model and company articles are not fit for purpose. we're trying to force people into the rules when we should be fitting the rules to the people.

bob cannell

bob cannell January 16th, 2019 23:47

thank you emma for the eccoop rules. a lot of work went into that. i hope they do the job. still an awful lot of words to get through tho.

Oli SB

Oli SB January 17th, 2019 09:23

This is really cool @emmaback - very impressed with the Git strategy and your efforts to make the 'simple version' of the rules and that you are clearly trying to make them so accessible. Top work.

I particularly like the circles bit... what I am starting to wonder is if, for example, one also included a basic formula for decision making, and a few other 'pointers' on purpose etc, whether a set of simplified rules like this could be used to define the entire DNA of a 'chaordic' co-op:

--- COPIED FROM Eccoo's Circles page ---
Eccoo runs on self-governance using a hierarchical structure of semi- autonomous, inter-linking Circles which are responsible for policy decisions within their areas of responsibility.

Each Circle is guided by input from the more general circle it is linked to and co-operative members through the Circle thread in the main Equal Care Co-op Forum on Loomio.

Every Circle has: 

    Aim - A description of its purpose

    Domain(s) - The work areas and tools it has control over  

    Term - how long will the Circle run for?

    Membership - the people who are part of the Circle and how to join

    Work Roles - the roles the Circle creates to fulfil its aim

Circles are linked to one another in a hierarchical structure. Broader Circles set or affirm the aim and domain of more-focused Circles within the broader Circle’s domain.

Linked Circles have overlapping members: The Leader and the Delegate. These shared members form a link between broader Circles and their more focused Circles, so that influence may flow in both directions (in hierarchical terms, both top-down and bottom-up). Because Leader and Delegate are also Full Circle Participants of the next broader Circle, they have to be confirmed by that Circle.

Except where confidential or sensitive information is being discussed, all Circle Meeting Records are visible to all Members of Equal Care Co-op.
Oli SB

Oli SB January 17th, 2019 09:33

the lite version is not too bad tho - i just read the whole thing in about 5 mins :) it is great work


Emma January 18th, 2019 14:40

Thanks Oli! Can't take any credit for this though - it is all sociocracy through and through. Just about to embark on a year long sociocracy academy course with Jerry & Ted so will be continuing to develop our approach via that lens. My experience has been that co-operativism has been fabulous with the core legal / governance practice but falls short when it comes to decision-making & equivalence in the day-to-day. That site will be evolving quite a bit over 2019 - there will certainly be more pictures appearing in it!


Emma January 18th, 2019 14:46

We'll re-visit the original rules once we have a bigger membership - I think it's good to distinguish between 'clauses for a rainy day' and 'clauses for the day-to-day'. The latter is practical info, the former is there to manage the problems. I mean, who reads their organisations grievance and disciplinary policy in detail when they're not in trouble?! Who reads the maternity policy when there's no baby on the horizon?

bob cannell

bob cannell January 19th, 2019 00:44

which is why i now concentrate on communications and people talking to each other. its really that simple, back to basics, but in practice its more difficult getting members to talk to each other in an open and honest way than to get them to interact with legalspeak rules (and not really communicate with each other).defining the rules becomes a displacement activity to avoid talking!
ayayayayay! humans are complex.

Simon Carter

Simon Carter January 20th, 2019 11:46

It is my personal conviction Pat, that so much civil unrest down the years, & not least of all now, is because so few are aware of the commons as a viable alternative to state & markets, by design. The net result is they protest the latter, but that so often only ends up as a plea that it should treat them more fairly, & so we get an ebb & flow, but nothing really changes fundamentally.
I choose to believe that the commons is re-emerging at long last from within this conflict & try to play some small part in highlighting it. As such I very much consider myself part of a counter-movement. Having read your excellent book, The Resilience Imperative, I'm surprised that you would say it does not exist. Maybe that reflects a degree of disappointment, frustration & pessimism. I accept there may be a lack of unity but that's because it is grassroots, bottom-up, spontaneous & organic, I suspect very much like the Chartists etc.

These things very often explode into life. What's important is that as it emerges it must not be crushed once again by the allure of capital accumulation. Enough people rejecting that assumption as our reason for being will be the paradigm shift. That's an individualistic mindset that many may espouse but only play lip service to, until a pay rise is offered or a non-contributory pension, or they start a business, including a coop with end of year bonuses, or the latest iPhone catches their eye. Just ask the retired corporate banker baby boomers who were counter culture hippies in the 60's. Ultimately market fundamentalism is not imposed, it's by collective choice.


Pat Conaty January 21st, 2019 09:14

Simon - I could not agree with you more. Commons have always been with us but they are under full frontal assault again and co-operators and most resistance movements are working and fighting to save them on isolated fronts. When the machine breaks down every 40 years or so, a new pushback rediscovers the perennial vision of co-op commonwealth and work to bring the economic democracy fragments together. But between times the counter movement plot is lost by the allure of commodity fetishism. Human tragedy but the solidarity economy movement, the women's liberation movement, a renewed trade union movement, the re-emerging commons movement can and should find common cause if a social and ecological new economy can be forged. In the past a focus on economic democracy in four dimensions provided firm foundations - namely democracy at work, land reform to take land out of the market, common ownership struggles to covert spears into plough shares and struggles to replace debt based money with something like social credit (Owenites had their interest free labour notes, and Proudhon set up the Peoples Bank, Gesell developed negative interest co-op money to improve on where Labour notes and the Peoples Bank had defects). We should learn from and reclaim these co-op commonwealth making thinkers and practitioners. It is again breaking out now but not yet well interconnected.

Simon Carter

Simon Carter January 21st, 2019 15:47

I did actually send you an email last year Pat, July 23rd asking if you thought an alternative currency could perhaps be backed by community assets, in other words, commons. I guess it slipped through your net.

Our debt-based monetary system was entirely designed to drive as you describe it 'commodity fetishism'. Very intoxicating when going well & a large middle class is included. Again as you say, not so appealing when the 'machine' starts to break down, as it inevitably must, especially in the face of finite resources from one very small potentially already fatally damaged planet.
The tragedy is if this process is cyclical on a 40 year basis then we really are in trouble. There simply is no time for yet another failed or limited success push back. That's the very bad news. The good news is never have so many people understood this, with many more joining them every day

The challenge is how do enough of us get off the hamster's wheel. Isolated opt out eco-villages are not an answer, even for those who choose that route. We cannot run away from this one.
My business I like to think addresses a lot of these challenges. I'd love to discuss it with you, maybe by skype some time, especially if it involved an answer to my question. I'm sure the Bank of England will object, & very likely move to shut it down. If I ever get that far I'm hoping awareness will make it very difficult for them to justify themselves. Solidarity could stand up to them. At some point it must.

Sion Whellens (Principle Six/Calverts)

Sion Whellens (Principle Six/Calverts) January 27th, 2019 19:04

Hi Emma, I am working with a pre-startup group in Ealing, W London, towards a mukti stakeholder care coop. I think they will have much to learn from you, being probably 18 months behind your stage, and would like to share some of your governance stuff? Further down the line, a mentoring relationship might be appropriate, but I am very conscious that you will have a lot of such requests just when you have loads on your plate, so it would need to be carefully managed - and compensated! Can you and I have a line of communication in the meantime?


Emma January 28th, 2019 13:30

Sure! I'm at emma@equalcare.coop

Nathan Brown (Co-op Culture)

Nathan Brown (Co-op Culture) January 29th, 2019 10:47

A bit like having an operators manual and separate troubleshooting guide.