dojo4
dojo4 coop member handbook

Updated a month ago

Most but not all of the processes and procedures outlined here are also codified in the Bylaws...

Tracking Time

  • Members shall track all time they spend on dojo4 related work, whether it be billable to a client or not.
  • Billable work shall we paid to member by dojo4 at their hourly contractor rate.
  • Non-billable work shall not be paid at the contractor rate, but will be compensated as part of the calculation of patronage dividends.
  • Please mark non-billable work as Patronage when tracking time in Redmine.

Voting (on what and how...)

  • members vote on:

    • new clients

    • new members

    • hires / fires

    • members of Board of Directors

    • annual review of existing clients

    • amending the Bylaws and Articles of Incorporation

    • change of control event: merger, acquisition, liquidation, demutualization

    • successful petition by the members to implement: new work standards (e.g. brick house vs wood frame house technique), new policies, or new business opportunities (the petition is initially drawn to a vote and approved by at least 25% of the Council Members

  • quorum is a simple majority

  • voting method is Fist to Five (see: http://agileforall.com/learning-with-fist-of-five-voting/ and/or https://www.nasco.coop/sites/default/files/srl/Fist%20to%20Five%20as%20Voting.pdf)

  • objectives / mission

    • a system that encourages actions based on critical enthusiasm for a given action
    • a system that mandates shared values, objectives, and strategies
    • a system that encourages and facilitates group harmony and individual happiness
  • definitions

    • a 'motion' is an item put forth for voting - any member can suggest a motion at any time

    • a 'vote' for motion is number if points, 0-5, cast for a motion

    • a 'zero', or 'first' vote, is similar to a veto, in that it blocks an outcome, pending discussion

  • voting system

    • voting motions are proposed by any council member

    • a quorum is required to hold a vote

    • each member can vote with a whole number value:0-5

    • all votes will be measured against the total, collective, number of

      *possible*

    • a motion can/will pass if it obtains 2/3's of the total available points, eg, if 30 possible points exist (6 * 5 points) then 20 (2/3s of 30) are required for a motion to pass *regardless* of how many members are voting in a quorum

    • a vote has 'passed' if it reaches 2/3's of the total points in a 24 hour period

    • if a vote has a single zero vote, or a lack of 2/3's points, discussion and a 2nd vote is required

  • options when there is a need for a personal guarantee

    1. Shared Capital Cooperative is a CDFI certified cooperative-owned cooperative lender. They love lending to worker cooperatives, especially when the need for debt is backed by collateral. They may be willing to offer you debt financing as competitive as apple’s financing. Shared Capital specializes in lending to coops and so they know how to deal with personal guarantees (or the incompatibility thereof). Shared Capital also offers a product to assume a guarantee on their own balance sheet, acting as the personal guarantee that no single member-owner of dojo4 should have to.

    2. If a personal guarantee by an owner of the company is unavoidable, then a willing single owners can issue a personal guarantee. When this is required, the other owners can enter into a “contribution agreement” which acts as a secondary guarantee that each other owner makes jointly and severally. The direct guarantor would be personally liable for the debt, however, this person would have the comfort of being able to seek contribution from fellow owners on a joint and several basis.

    3. The same option as #2 above but with several liability. In other words, fellow owners can agree to an individual aggregate contribution amount and each contributor’s liability under the agreement would be firewalled from the contribution obligation of other signatories.

    4. Another option that may not be feasible for a small asset purchase loan, but may be with a lease or a mortgage would entail the coop funding an escrow account with the value of the personal guarantee. The escrow would fund the guarantee if a claim were made. The escrow would serve as a substitute for a personal guarantee.

    5. Option #4 often involves an owner giving a personal guarantee in exchange for a fee paid by the coop. The fee could be paid monthly, annually or a lump sum. The fee would be paid pursuant to an agreement that would terminate once the personal guarantee is extinguished.

    6. If you break up a personal guarantee on an asset purchase, be sure that each personal guarantee is tied to an identifiable asset, and not the entire lot or inventory of assets the coop is purchasing.