Drafting the Cooperative statutes

I am drafting the statutes for the cooperative on Google Docs and anyone is free to contribute comments. If you want to have edit rights, let me know and I’ll invite you.

Note that these statutes are being drafted under the German “Genossenschaftsgesetz” (cooperative law) and may require a few particularities because of it.

If there’s something particular you’d like to see in there, feel free to open the discussion on that. In due time I will work with a lawyer on refining these before initiating the cooperative formally, but I also do not want to just work with a lawyer within this community effort.

The versions will be archived in the legal repository on GitHub accordingly when the time comes.

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[POST MOVED]

MOD @chjh : Moved to its own topic because it proposes the worthwhile discussion discussing what a cooperative can be across cultures

Upon reading the Genossenschaftsgesetz (i.e., GenG; German cooperative law) I have come to understand this legal form is not fit for the Liberate Science project. It provides a good framework for writing statutes, but the moral of the law is too different from the aim of a worker cooperative I’d like to build. 1/10 would recommend spending time reading it :see_no_evil:

Negatives

The German coop law seems to be focused on consumer cooperatives, from which it seems to me two main problematic points arise:

  1. Membership needes to be open to everyone under a predetermined membership fee (GenG §7)
  2. Membership is inheritable (GenG §77)

The GenG does not allow for deviations from these in spirit (GenG §18) and oppose the worker cooperative spirit.

(1) is problematic because becoming a member of a worker cooperative entails it to be a job, including a wage. It would make sustainability a clear issue if people can become members and drain the balance through wages.

(2) is problematic because inheritance is a property-based idea, and membership of the coop is not something that is property. I don’t think inheriting jobs is a good idea.

Positives

Nonetheless, there are good things in the GenG that can be used for drafting the statutes. I include some references to articles that I noted down that may be of interest at a later stage.

GenG § Rough translation of contents
8.1.4 Voting rules (a reference only)
8.2 Investing members (this is a good example of a bad thing)
9.3/4 Genderquota
12 Open statutes
15 Onboarding
16 Changing the statutes
21b Loans to members
23 Liability of members
25.1 Board representation
30 Member list
31 Open member list
33.3 Calling a General Assembly in case of negative balance
37 Non-conflicting roles
43 General Assembly; voting rights
53 Mandatory audits
68 Member expulsion

Next steps

Now I will explore the GmbH as a better framework for a worker cooperative (see also here for a similar outcome in reasoning). IT-Kollektiv says to be a worker coop in a GmbH form, so I contacted them a few weeks ago asking for a copy of their statutes, but have not heard back. I will invite a lawyer onto the forum quite soon who specialized in GmbH so finding out the GenG is not really a good framework might be a good thing in the long run? We’ll see. :woman_shrugging:

Hey Chris! :wave:

The problem with GmbH is, that one needs a Stammkapital (common capital stock) minimum 12,500 Euro to start this. As far as I know, there is also UG around, with Stammkapital starting at 1 Euro – one can transform UG into GmbH by growing Stammkapital to 25,000 Euros.

The nice thing about GmbH and UG is, that one is not personally liable – but only the company is with its Stammkapital.


The nice thing about Genossenschaft is that the Genossenschaft’s financial plan gets vetted by someone external and therefore one has higher credibility. The downside is, that this costs money too. I heard of a sum of around 2,000 Euros for starting a Genossenschaft.


If some concrete questions come up, I am happy to annoy loyal lawyer (sncr) friends in Berlin. :slight_smile:


Best,
Jonas :dove:


Addendum:

There is also this whole topic of Gemeinnützigkeit (charitable). This is a legal status for GmbH or UG. If one’s organization has that, the organization can receive tax-deductable donations, and there are other benefits, too.

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Closing this topic as we progress into the following:

  1. Start the company as an UG as soon as possible
  2. Prepare the statutes of the GmbH as time progresses and per point (new topics may be opened for specific feedback as we progress)

Thanks @jobe for the input!