11 Questions to Discuss Before You Talk to a Lawyer

Please answer the following questions as a team to the best of your ability.

1. How do you want the coop to be managed? By an elected board, by the members themselves, by one or more managers?
   1. Relevant membership agreement.
2. How will major decisions be made? Majority vote, super majority, consensus, modified consensus?
   1. Relevant governance proposal.
3. What are some decisions that you think should be considered “major”? For example: Deciding when to buy more paper towels vs. deciding to convert your coop bakery into a coop bowling alley.
   1. Think through this. The current list from the governance proposal is: "proposals that would increase costs to members, use the cooperative's funds, or make changes to the membership agreement."
4. Do you want to have committees? What sort of committees might make sense?
   1. We do currently have committees (working groups):
      1. Social & Comms (onboarding)
      2. Products (getting the things)
      3. Governance
      4. Finance (two co-treasurers)
      5. Business Development
5. Will all workers be members? (i.e. will there be employees that never become members?)
   1. Think through this. It seems like a good idea to think through if we have "consumer members" vs "staff members" if we ever hire staff.
6. Will there be a probationary period before a worker can become a member? What is this period?
   1. Relevant membership agreement. Think through this
7. Will all the workers have the legal right to work in the U.S.?
   1. The question here is whether someone will be a W2 employee, or an LLC owner. Owners can get paid as non-U.S. citizens, but they can't receive a W-2 wage (I think--Simon).
8. How do you intend to pay your members? Salaries? Commissions? Profit Distributions? Some combination of these?
   1. What happens with profits at the end of the year? Do we do a distribution to all members? Is it based on hours worked or just a flat fee? Or money spent in the co-op? Or do we not distribute them, and instead invest them in the co-op? This does have implications for example if we incorporate as an LLC, where profits get split between legal owners, and you have to file them on your taxes.
9. How will you decide whether to admit new members?
   1. Relevant membership agreement.
10. How will you decide whether to remove/expel members?
    1. Relevant membership agreement.
11. Is it important to you to use the word “cooperative” in your name?
    1. Some states don't allow this, or require that you have a specific structure to be able to call yourself a co-op.