Notes+on+This+Way+Out+Documentary

[back to Meetings 2 - LA Eco Village]

Film Website: [|This Way Out]

Thanks to Jai Jai for giving us permission to post the notes! The film is so jam-packed with information, hopefully these notes will help those who have seen it.

As of Oct 28 2012 I have taken notes through section 1.10. I intend to work through the rest of Disk 1 and 2 completely. 

Table of Contents

 * 1 Disk 1 Track List
 * 1.1 01 - 0:00:00 - Disclaimer (0:23)
 * 1.2 02 - 0:00:23 - Preparation / ToDo List (0:42)
 * 1.3 03 - 0:01:05 - Intro Three Elements of a Coop (1:26)
 * 1.4 04 - 0:02:31 - International Cooperative Principles (6:46)
 * 1.5 05 - 0:09:17 - Subordination of Capital, Democracy, Patronage (3:17)
 * 1.6 06 - 0:12:34 - How They Met (3:55)
 * 1.7 07 - 0:16:29 - Importance of Meetings (4:34)
 * 1.8 08 - 0:21:03 - Choosing a Legal Entity (13:14)
 * 1.9 09 - 0:34:17 - Intro to By-Laws (5:40)
 * 1.10 10 - 0:39:57 - State Filings (2:30)
 * 1.11 11 - 0:42:27 - Permits, Business License, More (11:08)
 * 1.12 12 - 0:53:21 - A Word about Business Plans / Feasibility (2:25)
 * 1.13 13 - 0:55:46 - Funding Your Coop (30:09)
 * 1.14 14 - 1:25:55 - Hiring & Training (20:40)
 * 1.15 15 - 1:46:35 - Unions & Coops (2:31)
 * 1.16 16 - 1:49:06 - Resources (3:38)
 * 1.17 17 - 1:52:44 - Credits & Acknowledgement (1:15)
 * 1.18 18 - 1:53:59 - History: John Curl on Coops & The New Deal (6:44)
 * 1.19 19 - 2:00:43 - Mike Leung of Abolish Human Rentals (1:30)
 * 1.20 20 - 2:02:13 - Group Discussion Topics (3:41)
 * 1.21 END- 2:05:54
 * 2 Disk 2 Track List
 * 2.1 01 Disclaimer (0:23)
 * 2.2 02 Advice to Coop Start-Up's (18:56)
 * 2.3 03 Bookkeeping Crash Course (30:25)
 * 2.4 04 Subchapter T (2:12)
 * 2.5 05 Communication & Process (42:35)
 * 2.6 06 Meet & Greet (37:25)
 * 2.7 07 Credits & Thank You's (1:14)

1.2 02 - 0:00:23 - Preparation / ToDo List (0:42)

 * View:
 * Democracy in the Workplace
 * The Take
 * Beyond the Bottom Line
 * Visit Online
 * US Federation of Worker Cooperatives Website, [|www.usworker.coop]
 * Locate any Worker Coop Network in your region or state
 * [|nobawc.org]
 * [|okie.coop]
 * [|cooperationtexas.coop]
 * [|worcn.org]
 * [|cccd.coop]
 * [|american.coop]
 * Check out chapter 16 - Resources

1.3 03 - 0:01:05 - Intro Three Elements of a Coop (1:26)

 * Subordination of Capital
 * Democratic Control
 * Patronage Distribution

1.4 04 - 0:02:31 - International Cooperative Principles (6:46)

 * The Original 7 "Rochdale Principles" (28 Rochdale Pioneers)
 * 1) Open Membership
 * 2) Democratic control (1 worker = 1 vote)
 * 3) Distribution of surplus in proportion to trade
 * 4) Payment of limited interest on capital
 * 5) Political and religious neutrality
 * 6) Cash trading
 * 7) Promotion of education
 * Today's 7 Principles
 * 1) Voluntary & Open Membership
 * 2) Democratic control (1 worker = 1 vote)
 * 3) Economic Participation
 * 4) Autonomy & Independence
 * 5) Education, Training & Information
 * 6) Cooperation Among Cooperatives
 * 7) Concern for Community
 * Check out the book by John Curl, "For All the People"

1.5 05 - 0:09:17 - Subordination of Capital, Democracy, Patronage (3:17)

 * Surplus: Workers decide themselves
 * Pay themselves a bonus
 * Invest in Capital Improvement
 * Donate a Portion to Community Groups
 * Patronage: Each worker's contributed hours

1.6 06 - 0:12:34 - How They Met (3:55)

 * [|www.quilted.coop]
 * BioFuelOasis (people independently making biodiesel contacted each other)
 * [|co-soap.com] / Two Oaks (Walfre, Greg, Mike were originally friends)
 * How to meet people to start a coop
 * social networking
 * former co-workers
 * school mates
 * clubs
 * common interests & beliefs
 * at coop events
 * Highly Recommended Films as Introductions to Coops
 * Democracy in the Workplaces (TRT: 28 min) [|www.offcentervideo.com]
 * Beyond the Bottom Line (TRT: 27 min) [|headlamppictures.com]
 * The Take (TRT 87min) [|www.thetake.org]
 * Host a Movie Night - an excellent recruiting tool

1.7 07 - 0:16:29 - Importance of Meetings (4:34)

 * suggestions
 * weekly, talk about problems
 * formalize your consensus process (including facilitators)
 * strategy meetings
 * once a year board meetings
 * procedure meetings frequently (1x/wk - 1.5 hrs)
 * dept'l meetings more frequent, then whole shop less frequently
 * committees for tasks - finances, outreach, internal systems, technology
 * general assembly as "the board meeting"

1.8 08 - 0:21:03 - Choosing a Legal Entity (13:14)

 * 1) you need to do some state filing, so you don't default to being a general partner
 * because with general partnerships, everyone, each individual member is personably liable for actions of anyone
 * 1) 2 most frequently-chosen types of legal entities
 * Limited Liability Company (LLC)
 * simple to set up, portable, easily replicable across states
 * cannot use "coop" in the name
 * Worker Cooperative Corporation
 * 1) it is their governance documents which truly make the business a cooperative
 * 2) examples and interviews
 * [|Quilted.coop] - they used an LLC so that they could replicate it in other states, and simplicity of setting it up
 * Design Action Collective (oakland) - chose incorporation to be consistent with other coops so that they could have secondary service providers which understood and used the same model as they did.
 * Electric Embers -
 * Box Dog Bikes
 * don't believe everything the SBA tells you
 * Cheese Board
 * they had to file forms with officers even though they don't have those
 * 1) Choose carefully and compare
 * "Legal Sourcebook for California Cooperatives" - Van Baldwin, author
 * []
 * he tells new clients to be sure they want to be a coop
 * he gives them a sample set of by-laws and asks them to look them over, and make sure this is how they want to run themselves
 * to know which entity is the right one for your cooperative, you'll need to research and consider
 * the type of service that you are offering
 * where you plan to conduct the majority of your business
 * whether it is important to you to be able to include the word, "cooperative" in your business's name
 * this option is available for corporations but not LLC's
 * "Legal Entity Options for Worker Cooperatives" - Edward de Barbieri & Brian Glick
 * []
 * comparison chart of advantages/disadvantages of each legal entity type
 * Comparison Quickview - LLC vs Worker Coop Corporation
 * Governance
 * LLC: Flexible operating agreement may separate voting rights from capital investment. Investors or incubating nonprofits may have voting rights. May or may not elect board of Directors
 * Corp: Each worker owner purchases one voting share. No voting shares to non-workers. Voting shares elect Board of Directors
 * Distribution of Income to worker-owners
 * LLC: Worker owners may receive wages and a share of earnings, or only a share of earnings, with weekly advances against projected earnings
 * Corp: Worker owners generally paid wages and a share of profits in proportion to hours worked or wages earned. Undistributed profit share kept in internal captial accounts
 * Taxes
 * LLC: No federal tax on company earning. Each worker owner liable for tax on her share of annual earnings, whether or not distributed
 * Corp: Pays federal corporate income tax except on qualified patronage dividends to worker-owners. Worker-owners taxed on dividends received.
 * 1) Take Governance seriously
 * have your board meetings, and membership meetings
 * Keep a certain amount of formality (meetings, records, etc.) for accountability, responsibility, legal protection, and mission focus
 * if you don't do this, your coop can lose direction
 * one way to attack a corp is to show that it's not **acting** like a corporation. so have your meetings and keep records. this will protect you in a legal battle to "pierce the corporate shield" of your coop.
 * keep consistent minutes and records

1.9 09 - 0:34:17 - Intro to By-Laws (5:40)

 * 1) interviews with Van P Baldwin, and Neil Helfman
 * 2) one member one vote
 * 3) whoever is currently running the board doesn't have the capability of selling the collective and retiring, because of the by-laws
 * 4) 3 most important sections of coop bylaws (van baldwin, atty/cpa)
 * dealing with the membership structure (qualifications for membership)
 * what kind of capital structure will be set up
 * shares? how much do members have to buy when joining?
 * how annual surplus will be allocated
 * 1) sample by-laws available online
 * at US Federation of Worker Cooperatives (USFWC) on the web ([|www.usworker.coop])
 * click on Resources ([]
 * click on Worker Coop Document Library ([])
 * at The California Center for Cooperative Development ([|cccd.coop])
 * [] (no longer at ncdf.coop)
 * []
 * 1) who is a member, the rights of officers, the scheduling and the rights relating to voting and distributions
 * 2) many of these provisions are pretty standard
 * 3) problems can happen when people want to redo their bylaws or use bylaws from elsewhere (a coop in another state, etc.)
 * 4) better to keep by-laws as simple as possible at first

1.10 10 - 0:39:57 - State Filings (2:30)

 * legal options vary from state to state
 * legislation can change
 * you need to keep up with latest. to do so you can look at
 * [|http://usworker.coop]
 * [|http://american.coop]
 * others
 * can also get other sample forms (see above)
 * articles of incorporation
 * Articles of Incorporation
 * file articles of incorporation and cover letter with your secretary of state's office
 * recommended that these be walked in
 * pay fee
 * you should receive your filed and stamped Articles of Inc back, if all was correct, or you be notified of needed revisions
 * Statement of Domestic Stock
 * also file a statement of domestic stock with the secretary of state
 * do not file the one for a non-profit
 * simple form, lists officers, etc. usually done on a bi-annual basis
 * in calif., your statement of domestic stock must be filled within 90 days of filing your articles of incorporation
 * forms and process for LLC's similar to Corporations
 * with LLC the form is called, "Articles of Organization"
 * template forms available on Secretary of State's website
 * "Operating Agreement" is the practical equivalent of the "Bylaws" of a corporation
 * this defines the democratic structure by which the business will be conducted, including issues related to patronage, membership, financial interest, accounts, and election of any officers

1.21 END- 2:05:54


2.7 07 Credits & Thank You's (1:14)
 Author: Jeff Stern Date: 2012-10-28 19:09:59 PDT HTML generated by org-mode 7.4 in emacs 24