What is it & how does it?

What follows is an outline of how and why we'd establish TABLEFLIP as a workers co-operative, and what that might look like. It is a living document, thoughts and constructive feedback is encouraged.

An "Employee owned, fully mutual, workers co-op, in co-ownership" trading as a "Company Limited by Shares".

A business owned and managed collectively by its workers for their mutual benefit. It’s organised democratically and fairly by (and only by) its members.

How to set up a Workers Co-op: Fourth Edition - Summer 2015

TABLEFLIP is a group who create good code, and support the community through a commitment to open source ideas, education, and meet-ups.

We benefit from being a co-op by committing to the idea that we all get a say in how we work together. By agreeing how we share the workload and profits we can balance our time between client work and less financially profitable ideas, that could have a much wider benefit.

By agreeing how we handle quiet times where the bank balance dwindles, we can ride it out as a team, sharing the resources fairly, until good times return, or, after working with a crew of good people that can all learn something from each other, we decide to pack it in and go do something else, with more ideas in our heads.

From my point of view the purpose of TABLEFLIP becomes one of protecting the people in it from the rougher edges of freelancing. To give us just enough structure and support to do good work without burning out, or having to do too much work of dubious value, just to pay the bills. Ideally, by looking after the people who are in it, it will free up time and headspace for them to go help others. Step one is make it work for us.

The "company" and the "co-op" are different things. Related, but different.

In the UK there is no legal form especially designed from scratch for co-ops. Instead co-ops choose a basic legal form, then define themselves as a co-op by what’s in their constitution.

How to set up a Workers Co-op

TABLEFLIP is a "Private Limited Company" registered at Companies House on the 4th September 2013 as "TABLEFLIP LIMITED", company number 8675539. There is a certificate to prove it.

Our legal form is a "Company Limited by Shares". This means a few things:

• Shares: Ownership of the company is split between the share holders. We currently have n shares equally split between @alanshaw and @olizilla. We paid £1 per share into the business when the company was set up. (all very much TBC, but that's the gist).

• Limited: TABLEFLIP is a separate entity from it's employees. If we fail financially, our personal liability for debts is limited to just the share value we paid... unless we act fraudulently or negligently, in which case we would be personally liable.

Other legal forms for a company exist, and whilst there are nuances to it, a co-op can be set up within any of them. A co-op exists as an agreement amongst the participants. There is more to it and lots of history, but the principles that underpin any co-op are:

1. Co-op membership is open and voluntary.
2. Co-ops are controlled only by their members, who each have equal control.
3. Members have a fair stake in the co-op. Investment does not give control and only gives a small return.
4. Co-ops are autonomous and independent self-help organisations.
5. Co-ops educate and train their members so they can contribute to the co-op. We also inform the public about the benefits of co-operation.
6. Co-operation among co-ops benefits members and the wider co-op movement.
7. Co-ops act with concern for the community.

What is a co-operative? - International Co-operative Alliance

Historical aside: These are an evolution of the Rochdale Equitable Pioneers principles, from 1844. People have been doing this sort of thing for a long time.

it's notable that these principles aren't very business oriented, but more focused on working together in a fair way. The key point is working for a co-op means that making money isn’t the bottom line.

We will however, continue to run a business, deal with clients, invoice for work, employ people, pay rent and contractors and taxes. We will do so with the agreement that the choices TABLEFLIP makes on how goes about it will be made with everyone who works for it involved, with an equal say, and with transparency.

The proposal, as a starting point, a mimimum viable co-op:

• We remain a Company Limited by Shares
• We become a "Employee owned, fully mutual workers co-op in co-ownership".
• We draft our constitution, and re-submit it as the articles of association for TABLEFLIP LIMITED at companies house.

The "co-ownership" part is significant. It means that the members of the co-op would own the assets and profits of the business.

Members of the co-op have a claim on the assets, and if the business ends then members and possibly recent ex-members will take a share of the assets, often in proportion to how long they have worked for the co-op. The assets of the co-op are seen as the result of the work done by members.

How to set up a Workers Co-op

The "Employee owned" part means "all members are employees, rather than a co-op of self-employed members."

The "fully mutual" part means only those employed by the co-op may be members.

Common ownership

The alternative to "co-ownership" is the more hardcore "common ownership", where the members are custodians of the co-op, making a living from it, but profits and assets belong to the wider community and are used to preserve the co-op for future generations.

That model is similar to a "not-for-profit" org; profits would not available as payouts to the members. We may find that we could define ourselves in those terms one day, if we get the hang of using profits to pay for more socially minded open source work, but that is a conversation for later.

Company Limited by Guarantee

If we were starting a new business, we would probably choose to make it a Company Limited by Guarantee, as this seems to be the most flexible legal structure for a co-op, whilst being common enough that older funding organisations understand it. But it isn't possible to convert a company limited by shares to limited by guarantee, without folding the old company and creating a new one which entails re-registering for VAT and bank accounts. As a co-op exits fundamentally in our consitiuion and behaviour, there is no obvious benefit in switching the companies legal form.

A (╯°□°）╯︵TABLEFLIP meta-project.