Mon 16 Dec 2019 1:24PM

Newcastle 2019 Governance Decision Making - 2 proposals

AC Animorph Co-op Public Seen by 91

As outlined on the wiki, we came up with two proposals that were presented to the gathering at the end of day one, and further workshopped on the second day. There were no objections to the proposals hence we would like to put them forward to a vote by all members of CoTech.

Proposal One - Voting Membership of CoTech

This proposal puts forward the model of “Voting Shares”. A Voting Share is held by an individul when ALL of the following are TRUE:

- They are a member of their own co-operative

- Their co-operative is a member of CoTech

- Their co-operative contributes £1 per week for their individual voting share

If ratified, the proposal will come into effect on the 28th of February 2020. More details on wiki page.

Proposal Two - Voting Membership of CoTech

Making binding decisions involves two steps:

1. The Proposal Loop

2. Voting (Ratification / Binding)

  • The Proposal Loop step is an iterative process of refining a proposal so that it may be taken to Voting. Any individual member or group of members may put forward an idea to refine into a proposal and they may make use of any communication channel to do this e.g. sending out emails to interested parties, collaborating over forums, etc. Once the individual or group is happy that their idea has matured into a meaningful proposal that requires a binding decision they inform CoTech that they wish the proposal to be discussed at a Monthly Meeting call (which are held remotely). The task of Monthly Meeting (as it relates to the proposal) is to engage with the proposal and decide if it is mature enough to send to a vote, or whether it needs to be iterated further. A mature proposal will embody the SMART Principles.To be taken to Voting the proposal needs to be seconded by any voting member of CoTech who was not involved in making the proposal. The purpose of this seconding is to provide a minimal check on proposal readiness before it goes to Voting -- if nobody will second the proposal perhaps it needs more engagement and iteration.

  • Voting occurs using the Loomio platform. A vote on Loomio is created which links to the proposal details and members are informed via appropriate channels. A proposal is subject to the rules of the constitution. To pass -- a two thirds (67%) vote in favour of the proposal is required. Once a proposal has passed the Loomio poll becomes the documentation of the decision. Any actionable items outlined in the proposal should be assigned appropriately for implementation.

Once the second proposal is ratified, the two-step process will be valid for all votes. The outcome of voting on the first proposal will imply how the voting occurs on Loomio.

Again, more details on wiki page and in the minutes

Please have a say, your vote matters!

One vote per co-op please!


Poll Created Mon 16 Dec 2019 1:26PM

Proposal One - Voting Membership of CoTech Closed Thu 16 Jan 2020 1:02PM

by Chris Lowis (Go Free Range) Tue 24 Mar 2020 8:37AM

I met with Szczepan from Animorph a couple of weeks ago to have a chat about these two proposals and how best to share the outcome.

Although there was a positive response to the two proposals we've subsequently found it hard to work out what to do next.

The constitution says that we should have member decisions (votes) for 3 reasons:

  • approving new members
  • changing the constitution or manifesto
  • changes to the criteria for membership

The first of these happens occasionally and is usual uncontroversial. I don't think we've ever had a vote for either of the other two reasons.

When we reflected on this it became clear that we should have expressed these two proposals in terms of the changes we wanted to see made to the constitution or criteria for membership. This might have made it clearer exactly what was changing.

We considered re-running these two proposals, but came to the conclusion that we wouldn't gain much from having two classes of membership and a more prescribed method of decision making when the only decisions CoTech really makes (historically) are decisions about who joins CoTech.

Pursuing a change in the criteria for membership to create associate members and full members, and a change to the voting system to one-member rather than one-coop per vote feels like it could be quite a divisive change. Again for not much practical benefit and quite a lot of administrative cost (it's quite hard to manage membership in Loomio to restrict who can vote, for example).

Instead what we plan to do is:

  • Establish a permanent CoTech fund based on what we've learned during the pilot year.
  • Make membership of that fund voluntary (but suggested) for all CoTech member coops.
  • Agree collectively between the members of the fund how best to make spending decisions, based on the ideas presented in proposal 2 above.

Setting up this fund will not require a membership decision as it won't affect either the constitution or membership criteria. Therefore we'll just get on with it.

We'll be contacting all CoTech member co-ops shortly with more details about how to join the fund. In the meantime if you have any questions or thoughts ask away in the comments below.

As outlined in the thread and on Newcastle 2019 wiki page.


Results Option % of points Voters
Agree 90.9% 10 JD G IS SF SG LH FLC AC ALP C
Abstain 9.1% 1 AH
Disagree 0.0% 0  

11 of 122 people have voted (9%)


Shaun Fensom
Thu 19 Dec 2019 5:21PM



Josef Davies-Coates
Sun 12 Jan 2020 2:51AM

I agree, but I think it should be "at least £1 a week", i.e. ideally more. Especially given this is going to in effect be the fund.


Wed 15 Jan 2020 12:48PM

This seems fair, although it needs to be kept under review as there is clearly scope for a takeover by a single member org or small group of orgs who have more people/money than others.


Aaron Hirtenstein
Wed 15 Jan 2020 3:54PM

I don't now how I feel about this proposal, it "feels" onerous and a bit cumbersome but I appreciate the rigour and detail. Part of my confusion is I'm not sure what decisions this might be relevant to but I assume it's for member decisions as defined by the constitution at present.


Poll Created Mon 16 Dec 2019 1:27PM

Proposal Two - Bringing a Proposal to a Vote Closed Thu 16 Jan 2020 1:03PM

As outlined in the thread and on Newcastle 2019 wiki page.


Results Option % of points Voters
Agree 90.0% 9 JD SWS IS SF SG LH FLC AC C
Abstain 10.0% 1 AH
Disagree 0.0% 0  

10 of 122 people have voted (8%)


Ian Snaith
Mon 16 Dec 2019 2:26PM

This seems fair and in line with Co-op Principles.


Shaun Fensom
Thu 19 Dec 2019 5:22PM



Aaron Hirtenstein
Wed 15 Jan 2020 3:57PM

As my comments on the other proposal. I got confused by Loomio's new UI and thought I was voting on both!


Chris Lowis (Go Free Range) Mon 16 Dec 2019 3:34PM

A few clarifying questions:

  • Are we in effect saying that larger co-ops receive more votes? That is, individual members of a co-op will be able to vote instead of the co-ops themselves?

  • Will the votes still only apply to [member decisions](https://wiki.coops.tech/wiki/CoTech_Constitution)? If I want to organise an event, for example, I can just get on and do it without a vote, presumably?

  • Is the £1/member/month mentioned the same as being a member of the CoTech fund, or is that to be run separately?


Simon Grant Tue 17 Dec 2019 10:41AM

Seems like a good question to ask, what needs to be agreed and what can be done anyway, in "do-ocracy" fashion? The answer may not be hard to guess -- something like, if it doesn't involve other people's money, or shared public-facing material, go ahead and do it -- but it would be good to make whatever it is explicit.

My understanding is that while technically larger coops have more voting potential, if they choose to take it up, nevertheless the essence of our decision-making process will be consent-oriented (i.e. unanimous approval not necessary) consensus. Voting will be principally for ratification, and maybe the occasional picking up of something that hasn't been consulted on as well or as widely as needed for building a good enough proposal. Do I have roughly the same idea as others on this point?


Animorph Co-op Wed 18 Dec 2019 11:29AM

Thank you for taking part in the discussion. I share the sentiment expressed by Simon. People should be able to proceed with their initiatives unless these involve aspects mentioned by Simon. Perhaps worth listing what qualifies for voting and what does not require it and reflecting it in the constitution at the coming gathering if these proposals pass?

We thought that giving individual members right to vote will stimulate more discussions in the co-op but also in the network. We also considered capping total voting share for the biggest co-ops (e.g. one co-op cannot have more than %% per proposal) but it did not seem like something we need to worry about right now.

Fund has been effectively integrated into the proposal. Spending from fund would follow the same decision-making process as other proposals. The pilot fund should end in February 2020 so if these proposals pass, it will adapt to reflect the situation by the 28th of February.


Chris Croome (Webarchitects Co-operative) Mon 16 Dec 2019 5:53PM

In a few discussions in Newcastle I mentioned to people that Radical Routes has two types of members, member co-ops and associate members, I think we might need to implement something like this if we don't want to find ourselves in a position of having to expel some of the 41 co-ops that are currently members of CoTech.


Animorph Co-op Wed 18 Dec 2019 11:33AM

This would certainly be a topic at the coming gathering and indeed something like full members and associate members division seem appropriate.


Shaun Fensom Wed 18 Dec 2019 11:54AM

Expel? Why would we need to expel?


Chris Croome (Webarchitects Co-operative) Wed 18 Dec 2019 12:04PM

@Shaun Fensom currently there is no fee to join CoTech, the proposal above is that voting members of CoTech would have to pay a fee, my concern is what would happen to existing members who don't pay this fee? Would they simply become non-voting members or would they cease to become members (in effect, be expelled) or something else?


Shaun Fensom Wed 18 Dec 2019 1:02PM

Yes. I see. A minimum contribution of £52 per year for a coop to be a member with a vote doesn’t seem very onerous. But looking at it this way invites the (possibly mischievous) interpretation that it is possible to buy votes. There’s a slight grating noise here as two different membership models (individuals or coops as members) rub in this (arguably hybrid) idea.


Animorph Co-op Wed 18 Dec 2019 1:39PM

@Chris Croome (Webarchitects Co-operative) I am sure we will reach a sensible agreement on restructuring membership (e.g. into two types) if the need arises, happy to be involved in the process.

@Shaun Fensom throughout the first day in Newcastle we weighted approaches and this hybrid model seemed worth trying. We opted for offering members of particular co-ops direct input into the decision making process at CoTech, curious whether this could make internal conversations at co-ops more lively (rather than relying on ~1 person from each co-op as it often is). Importantly, this is paired with providing clearer benefits to joining CoTech developed by Bizdev/Membership team in Newcastle, now available on Join page. Building up resources would enable us to potentially hire a coordinator, the idea also discussed at the gathering.

Regarding 'buying votes', as mentioned in my the reply to @Chris Lowis (Go Free Range) we would aim to cap voting share so that no co-op can overpower others... Now wanting to get the minimal framework through so we can see how it works in the wild!


Shaun Fensom Wed 18 Dec 2019 2:09PM

Thanks @Animorph Co-op and sorry to have missed the discussion. It is only a slight grating noise and I appreciate the practical aim in the approach. @Chris Croome (Webarchitects Co-operative) ’s associate member status would smooth the edges a bit.


Mark Simmonds (Co-op Culture & Platform 6) Wed 18 Dec 2019 3:13PM

The use of associates, particularly in consortium co-ops, is common and well understood. It provides a way to engage with a supporter class who may be less likely to engage with the governance anyway. It is also often used as a route to membership - become an associate while you test the water. Think of it as members being in in low orbit and close to the action, whereas associates are in a higher orbit with the option to move into low orbit.


Mark Simmonds (Co-op Culture & Platform 6) Wed 18 Dec 2019 3:14PM

Shares in a co-operative typically do not confer additional voting rights - it's one member one vote irrespective of shareholding. You don't even have to have shares of course (depending on your legal form).


Chris Croome (Webarchitects Co-operative) Wed 18 Dec 2019 3:44PM

If we have the number of shares / membership tied to the number of FTE workers or the number of employees (or however we agree to count worker member numbers) in a co-op then I'd suggest that we should consider not having block voting (where a co-op with 8 workers can have one member casting 8 votes) — one vote per worker member of a CoTech member co-op seems to me like it might work...


Mark Simmonds (Co-op Culture & Platform 6) Wed 18 Dec 2019 3:59PM

Co-operatives UK has a weighted voting system at General Meeting relating to the no. of members of the member co-op. Not a direct relationship. The votes are cast as a block.

I'd maybe suggest that you differentiate between

  1. decisions that would normally be made at a general meeting (fiddling with the DNA or core mission of the co-op) - this needs to be defined in the governing document and may be constrained by law (eg %age required to pass a proposal)

  2. decisions of directors - where there is generally a duty to work towards consensus and whilst you can skew the makeup of the Board, you cannot skew the voting weight; and

  3. other more operational and less mission critical stuff, where you can do pretty much what you want, including delegating decisions to sub-groups

    In the case of no.2, if you have no separate Board of Directors and operate as a collective, you may still need to decide whether a meeting/decision is a general meeting or a directors meeting - you have different duties in law as a member or as a director - ie as a member you can vote in your own interest, whereas as a Director you have a legal duty to vote in the best interest of the co-operative (in this case CoTech).

    It's complicated and my experience is that groups in this situation tend to create complicated over-engineered solutions to problems that never manifest.


Shaun Fensom Wed 18 Dec 2019 4:17PM

But, just to be clear @Mark Simmonds (Co-op Culture & Platform 6) and @Chris Croome (Webarchitects Co-operative) - I don't think anyone is suggesting linking the number of votes to the shareholding (which, after all is how capitalist companies work), but rather to the number of subscriptions paid. The fact that these subscriptions are then tied to individual worker members brings us back to solid co-op ground. I assumed that meant these votes would not be cast as a block.

I note that there is a slight danger of us coops disappearing down the same old ‘never-mind-the-content, what about the structure?’ rabbit-hole that we like so much. Apologies to @Animorph Co-op (who just want to get on with it) for my contribution to this. But hey, it's an interesting discussion....


Mark Simmonds (Co-op Culture & Platform 6) Mon 16 Dec 2019 6:05PM

Not a formal CoTech member, but happy to advise on governance issues as a coop development worker.


Josef Davies-Coates Sun 12 Jan 2020 3:03AM

I agree, but I think it should be "at least £1 a week", i.e. ideally more. Especially given this is going to in effect be the fund.

And even though I know it would/ will be reviewed anyway, I also think that we should agree a time frame within which it definitely will be reviewed (say, after 6 months - 1 year) just in case the potential risk of larger co-ops dominating does become an issue (I agree lack of engagement is more likely problem).

I think I'd quite like the idea of capping total number of votes if that does become a problem to be formally part of the proposal too, just in case.


Chris Lowis (Go Free Range) Mon 13 Jan 2020 11:53AM

I'm not sure how best to engage with this - but we (Go Free Range) are definitely in favour of light-weight decision making via the monthly call, or loomio votes when necessary for changes to the constitution. We're also keen on the idea of everyone contributing what they can to the fund as a way of giving CoTech the ability to make more things happen. The idea of "associate members" seems like a good reflection of what is currently happening in practice.


Chris Lowis (Go Free Range) Mon 13 Jan 2020 11:55AM

It's a little bit hard to vote on the proposals as they stand, because it's not quite clear what happens to members who decide not to contribute, and also under what circumstances votes occur in proposal two.


Graham Wed 15 Jan 2020 1:09PM

My reading - for what it's worth - is that no-one wants to see any co-op that is a current member of CoTech removed from membership because they are not making a financial contribution. Hence we end up with a de facto two-tier membership, with decision-makers being those individuals within co-ops that are making a financial contribution, and non-decision-makers being everyone else. I don't see an issue with this, on the assumption that any individual who is working in a CoTech member org can choose at any time to make a financial contribution and by so doing participate in the decision-making processes.

What I'm not clear on is whether that financial contribution can be made directly by the individual/s without the express consent of their co-op, and whether that's an issue or not.

I'm also of the view that as CoTech matures and begins doing more interesting things collectively and has more resource with which to do those things, then more member co-ops will choose to participate financially.


Animorph Co-op Wed 15 Jan 2020 6:15PM

@Chris Lowis (Go Free Range) What has been emerging in this conversation could indicate the direction of our further work at the coming gathering that is workshopping the two-tier membership, one of them not requiring financial participation.
When we put the proposal together we hoped to start simple, discover potential challenges (such as large financially contributing co-ops having potentially too much voting power) and iterate further to address them.

Proposal two covers all the decisions, the monthly call never had sufficient quorum to vote anything through. Hence we proposed to use the call as a workshopping platform for honing the proposals before they are put forward.

@Graham We assumed the co-ops will contribute on behalf of their members.


Animorph Co-op Wed 15 Jan 2020 6:18PM

Thank you for your contributions!


Roy Brooks Wed 15 Jan 2020 5:34PM

Ditto to Graham's observation


Jonathan Cook Wed 25 Mar 2020 12:56PM

Just regarding the definitions of words:

I've recently been asked to become an "associate" of an organisation. Not defined, but it means I can be involved, but NOT be a member - and not vote. I thought that seemed fine, and simple to understand (to me Associate Member sounded maybe self-contradictory).

With CoTech - from a certain point, those currently involved could be granted membership? After which would be offered either:

  • "Associate"

  • &/OR - leading towards "Membership"




Simon Grant Wed 25 Mar 2020 2:47PM

As it happens what @Jonathan Cook writes is just about what we do in Cetis LLP. Associates take part in any conversations that they wish to, except for formal decision-making. But we do have a written agreement for associates, spelling out the expectations we have.


Annie Legge (Dot Project) Thu 26 Mar 2020 7:57AM

Would it be possible to share your associate agreement, just trying to remodel slightly our approach on this? Annie


Simon Grant Thu 26 Mar 2020 8:07AM

Sure... Send me an email - asimong at the usual gmail


Aaron Hirtenstein Mon 30 Mar 2020 9:28AM

@Chris Lowis (Go Free Range) @Animorph Co-op would it be simpler to adopt something like: https://help.loomio.org/en/guides/consent_process/ since this is already written with Loomio in mind and fits with many coops practice of consent

@Pete Burden have you seen this?