2019-04-24 Toronto Workers Co-op: All-Hands Meeting

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Time: 17:00 - 18:00 EDT
Location: https://meet.jit.si/offline
Attending:

• patcon
• dc
• elon
• yurko
• garry
• udit

Notetaker:

• benedict
• [~] dc
• elon
• garry
• patcon
• udit
• yurko

[TOC]

Agenda

• Previous Action Items
  • Yurko: date on Bank proposal for next meeting April 24
  • Yurko: buy the hypha.coop domain
  • dc: draft working open statement for submission to handbook
    • patcon: review
    • udit: review
  • All: collect examples for handbook toolchain discussion
  • Elon: update members@ mailing list to current incorporators (7 of us)
  • ??: transfer members@ to .coop domain
• Quick Working Group Updates (10 mins)
  • Business Planning
  • Finance
  • Governance
  • Infra & Ops
• Upcoming Discussions
  • Opportunities and Proposals
    • dc: pitch collaboration as part of her dissertation work: https://hackmd.io/kLoRWrsnQAGg29pVtZvYSQ?view
    • Tactical Tech (partner window closed)
  • APR 24 Decision on non-profit status
  • Transition of Infrastructure (and Cleanup)
    • cleanup: github “december-retreat”, reading pool
  • Check-in on Cultivator role
  • Finances: Software + Banking
  • early-MAY Review feasibility report / business plan
  • mid-MAY Articles of Incorporation
  • Net-Centric Resources call summary (patcon)
    • https://hackmd.io/s/HJYr2jnc4

Notes

Working group updates

• Business Planning
  • discussed draft business plan, many human resources questions
  • move to google doc for drafting of business plan
  • more drafting, more discussion
  • today’s discussion needs a round of udit-input
• Finance
  • Talked to ben about finance and desjardins should work well
  • Yurko will be happy with either DUCA and desjardins
• Governance
  • defer to specific agenda item
  • co-worked on non-profit v. profit!
• Infra & Ops
  • Domain is $120 will need to verify or we forfit the cost if we don’t meet the requirement in about 6 months.
  • Consensed to purchase

Discussions

Non-profit v. Profit

• Reviewed summary pad

• No clear answer of non- versus profit as beneficial for working with government. Depends on specific opportunities (what ones motivate us?!)

• Discussion:

  1. Are there benefits to being a not-for-profit aside from grants? Maybe intangible ones like certain orgs feel better working with us?
  2. Not-for-profit aside, what do we lose being a coop without share capital? Just the inability to “sell your seat”? Or does the membership fee already take care of the Root Systems problem?
     • It is not about selling a seat but distinct ways that surplus can be distributed
     • More options for what can be done with surplus when for-profit coop–simpler to offer that out to members when for-profit
  3. Ongoing operational burden for running non-profit versus profit?
     • Anecdotally… more burden
     • Changes to legislation in near future, everyone navigating it!
  4. Consideration: dividends and methods for compensating time and effort: UBI etc…? need to be tied together more
     • yes!
     • share: can not have preference shares if we want

• Questions:

  1. How important are grants with non-profit eligibility requirements as an opportunity stream? [1-5]

  name	vote
  ben	3
  oʞɹn⅄	3
  patcon	beginnings 5, steady-state 3
  garry	3
  dcwalk	beginning 4, mature 3
  elon	3
  udit	4-5

  • thinking about expanding the work from corporate projects, thinking about cultivating those aspects
  • the labour of writing and administering grants unfun
  2. How excited are you about the possibility of working with a partner organization to pursue those opportunities? [1-5]

  name	vote
  ben	3
  oʞɹn⅄	3
  patcon	4
  garry	4
  dcwalk	3
  elon	3
  udit	4-5

• excited about working with organizations, but not excited about being forced to do so (seeking status)

• Winding down and next steps voting:

  1. Make this dec’n now? (Y/N)
     • Unanimously voted yes!
  2. Temperature Check: non-profit versus for-profit?
     • 5/7 not-for-profit
  3. Do we want to accept this vote? (Y/N)
     • Unanimously voted to accept

• We will incorporate with not-for-profit and without share capital articles of incorporation!

DC collaboration

• Shared a document as a pitch to have both a project in hypha that features in her dissertation work, pitch pad
• Timeline: drafting proposal, have to defend end of May, would be starting fieldwork July/August
• Happy to share draft proposal (tho it is 30 pages!!)
• This is all pitch, would be the beginning of a conversation!
• Consensed to go ahead (more to come!)

Follow Up Items

Upcoming Discussions

• Transition of Infrastructure (and Cleanup)
  • cleanup: github “december-retreat”, reading pool
• next call Finances: Software + Banking
• early-MAY Review feasibility report / business plan
• mid-MAY Articles of Incorporation
• Check-in on Cultivator role
• Net-Centric Resources call recap (patcon)
  • https://hackmd.io/s/HJYr2jnc4
• Informational interviews with other co-operatives

Actionable Items

• ben/finances wg: submit proposal for CU on next call
• yurko: buy hypha.coop
• governance wg: move forward in articles of incorporation thread
• patcon: scaffold out business plan in gdocs
• governance wg: start drafting written articles
• everyone: read dc’s proposal
• patcon/udit: review and feedback on working open statement for submission to handbook
• All: collect examples for handbook toolchain discussion
• ??: transfer members@ to .coop domain

Appendix - Profit v. Non-profit Worker Co-operative Proposal

The Governance Working Group conducted research as part of incorporation in order to understand the tradeoffs between non- versus for-profit status, we summarize those below as well as put forward the following proposal to help us decide the following:

• Whether to pursue non-profit status
• What articles of incorporation to file under (with share capital versus without share capital)

Summary

• Some terminology and typology: “A non-profit corporation can either be a not-for-profit organization or a corporation that has status as a registered charity.”
  • Not-for-profits are governed by members rather than owned by shareholders. (source: Industry Canada)
  • As a result, Not-for-profits do not issue shares and cannot pay dividends (on those shares) (source: Service Ontario)
  • Charities can only be registered for very specific purposes and are of three types: charitable organizations, public foundations and private foundations. (source: Charters Barristers)
• For co-operatives incorporated in Ontario:
  • Incorporating with share capital is overwhelmingly the option most worker co-operatives take
  • To operate as a not-for-profit we have to incorporate without share capital (i.e., with member loans for fundraising)
• Sources of funding open to worker co-operatives include:
  • Sales/services
  • Grants
  • Donations
  • Community Bonds (see a description of CSI’s offering and their resources)
  • Bank (credit union) loans, line of credit
  • Member loans (only without share capital)
  • Membership fee (only without share capital)
  • Membership shares (only with share capital)
  • Preference Shares (only with share capital)
  • etc…
• Changing from a for profit to not-for-profit would be difficult: if incorporated with share capital, would have to buy back preference shares, need to revisit bylaws, potentially amend articles of incorporation, and there would be tax implications.

See our Co-op Informational Interviews sheet for details on who we’ve spoken to.

#TODO Discussion: Grant Opportunities

• “Social Enterprise” opportunities (not all non-profits): https://canadabusiness.ca/starting/start-and-grow-a-social-enterprise/
• Non-profit Ontario Grant Funding: https://www.ontario.ca/page/funding-and-financial-assistance-not-profits#section-2
• Domain-specific grants
  • WINS (Mozilla) – non- and for-profits (but U.S.-based)
  • CIRA Community Investment Program – charities, not-for-profits, academic institutions
  • Open Technology Fund (OTF) – “Contracts” on deliverables
  • Private companies – variable

#TODO Discussion: Working with non-profits

• Some examples: https://www.inc.com/magazine/20110501/the-social-entrepreneurship-spectrum-hybrids.html

Proposal

From our research we view the “calculation” as: what opportunities we see ahead require from an operating structure and what are those that match founding member skills, networks, and interests.

In order to determine how Hypha Worker Co-operative should incorporate we should collectively answer the following questions:

• How important are grants with non-profit eligibility requirements as an opportunity stream? [1-5]
• How excited are you about the possibility of working with a partner organization to pursue those opportunities? [1-5]

In addition, we propose:

• Continuing to have (monthly?) informational interviews with other co-operatives, treating this as a slow burn research project with emergent deliverables and goals

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