Approve ChangeLab's application to join CoTech

Someone might tell them their website is dodgy. Take a look at the bottom of https://www.changelab.io/contact-1

Also, assuming this is them: https://find-and-update.company-information.service.gov.uk/company/11449760 they appear to be a bog standard share capital company, and not capable of doing maths effectively (they state they have 4 persons with significant control, each holding more than 25% of the share capital - go figure).

We should put what Graham says to them - better if they were a CLG or a society

Just a friendly reminder that this forum is publically visible, I believe.

Go Free Range (my co-op) are ltd by shares (that was our form before we converted). We're members of Co-ops UK. We might be able to offer ChangeLab a bit of advice on how we converted and the things we thought about.

There's nothing in the CoTech constitution that mandates what form a members articles should have (perhaps there should be?). I'm hugely in favour of encouraging anyone who wants to join to join and helping them as best we can.

Fully agree that we should support them with their articles/governance once they join

a) Indeed, you can be a coop with a share company. But not ideal.

b) I really don't think these votes on Loomio should be publicly visible, which does appear to be the case. Can we change that?

They seem to be working on good stuff. Did they state that they are looking to adopt a more co-operative legal structure?

@Autonomic Co-operative yes, they said they'd look at how to incorporate the model articles into their own articles. I dare say they could do with a bit of help and I think @Chris Lowis (Go Free Range) has offered to point them in the right direction.

@Shaun Fensom I'd have thought that having these discussions in public is a good thing and support the goal of "open membership" - e.g. because people can see that objections are raised with reference to our stated goals and requirements rather than for personal or other reasons. Why do you think they should be private? (not dead against, just curious at this stage)

@Harry "Outlandish" Robbins On the general point, keeping as much as possible in the open is a good aim. But cooperatives have an inside and an outside. There are things shared between members and not shared with non members. That includes some information.

On the specific point, there might be a worry that I have about someone joining that I want to share in an atmosphere of trust, confident that if I am proved wrong there’s no harm done. But I am sure there are other examples.

I guess if you'd had a bad experience with one of the members of a co-op for example that could be something that you'd want to raise or not publicly unless, maybe, everyone agreed when they heard what the issue is.

I think it's still got to be weighed up against the reduction in transparency and potentially making CoTech seem more cliquey/esoteric.

Maybe we could have a special thread for discussing that sort of thing? There is a private thread on Discourse I think.

Well, I think there’s a balance. If a discussion is fully accessible to the world then things that maybe should be aired might not be. So that decreases transparency among the people involved in the decision.

It’s here on Loomio, where decisions are made, that I think there’s a need for some privacy.

Thanks all. We had voted in favour on the proviso that they follow through on their commitment to moving towards a co-operative structure. Shall we give them a year to make progress?

Sorry for the late post, I think Agile Collective would be happy to support ChangeLab joining CoTech. I am confused about the legal constitution front, we are a company limited by shares with amended articles from CUK, this is one of the options available when setting up a coop as far as I understand it.

@shaunfensom @graham2 can you explain why this is not ideal to a layman such as myself? (or have got the wrong end of the stick?)

Hi Aaron. I'd echo what @Shaun Fensom has said. At the very basic level a group of well intentioned people can set up as a co-op using an off the shelf share company and agree amongst themselves that they'll behave as a co-operative. That's all well and good until they hit a conflict, or some people leave and others come in, and then all of a sudden they are on shaky ground. If using a share company structure for a co-op, make sure that the co-operativeness is absolutely written into the articles and nailed down hard. Much simpler in most contexts to use a society structure, where all of the co-opness is built in from the ground up (and backed by the legislation that underpins it), or a well-crafted guarantee company (Co-operatives UK have suitable models as you say).

@Aaron Hirtenstein (Agile Collective) I’m not a lawyer.

I think there is a coherent argument that while you can re-wire a structure, such as a share company, to make it one member one vote and to build in the values and principles, that wiring is vulnerable.

The share company model is built on the idea of one-share-one-vote, and the notion that the share gains/loses value as the company does well/badly. The company is worth what people will pay for the shares - not how well it treats its employees or customers.

You can sort of fix it with special share classes, but it’s not ideal. So for example, as I see it, if a majority of the shareholders sell to someone, that person gets control.

A company limited by guarantee is usually considered a better fit - because there are no shares that can be traded in that way. It also has the notion of ‘members’.

A cooperative society is often an even better option because one-member-one-vote and the notion that the society must be run for member benefit are actually regulated by the FCA. If you try and change the rules to make it an autocratic model, the FCA will overrule you. Of course the members can still vote to demutualise, but it is possible to make it so that a super majority is needed.

That said, people who know much more than me argue that none of the legal forms in the UK is great and that we need new legal forms - to take account of the idea of indivisible capital for example. I used to think this stuff didn’t matter, but I’ve changed my mind.

In my experience, most worker coops are either companies limited by guarantee or cooperative societies. Not many are share companies.

Thanks both for your detailed replies, food for thought.. I think the intention was to enable us to disburse profits easily via dividends on shares but then we ran into tax problems that CUK hadn;t advised us about (because they are not experts on tax law) so have not done that since the very early days. I have a job to reread our articles so I will do so with your words in mind. Solid.