Governing Principles
The cooperative adopts all seven International Cooperative Alliance principles, encoded in the bylaws preamble. These are not aspirational guidelines — they are the framework within which every governance decision is made.
The most important principle for understanding how decisions work: democratic member control. Class 1 cooperative members govern the organization through one-member, one-vote participation — regardless of how much capital any member has invested, how long they've been a member, or how much revenue they've generated. Power does not follow money.
The Bylaws Status
The bylaws are in active organizer review as of April 2026. They are adapted from the Meadow Cooperative LCA bylaws under the guidance of cooperative attorney Jeffrey Pote. Forty-two decision variables are working through organizer signaling via an asynchronous decision tool. Ratification by the board follows.
What is presented here is a governance summary drawn from the proposed bylaws and Articles of Organization. The settled principles are stable; the implementation details are still being finalized. Cooperatives in formation are honest about this.
Board of Directors
The Board of Directors consists of five members with two-year terms, elected by Class 1 cooperative members.
The Board has three primary responsibilities:
- Setting strategy and making major decisions about the cooperative's direction
- Balancing financial performance against the public benefit purpose (legally required)
- Ratifying the bylaws, member agreements, and major governance documents
Day-to-day operations are managed through steward roles — currently, Todd Youngblood holds the Ventures and Operations Steward position, formalized at the final formation meeting as a transition from volunteer facilitation to a recognized operational role.
The initial board had not yet been formally confirmed as of the formation period. The attorney was waiting for the roster. Four of five seats had interested candidates from among the eight organizers.
How Decisions Are Made
Different decisions require different thresholds. The bylaws establish a graduated structure:
| Decision Type | Who Decides | Threshold |
|---|---|---|
| Day-to-day operations | Stewards / Officers | Delegated authority |
| Board resolutions | Board of Directors | Simple majority of board |
| Bylaws amendments | Class 1 members | Supermajority (specific threshold in bylaws) |
| Board elections | Class 1 members | One member, one vote |
| Public benefit amendment | All members | Two-thirds supermajority |
| Dissolution or conversion | All members | Supermajority per bylaws |
The public benefit purpose is the most protected element of the cooperative's governance. It requires a two-thirds supermajority to amend — making it structurally resistant to capture by any faction, including a founding majority.
Patronage and Economic Rights
The cooperative's economic governance operates under Subchapter K partnership tax treatment — an elected tax status that gives the cooperative flexibility in how it tracks and allocates contributions and distributions.
Capital Accounts
Each cooperative member maintains a capital account tracked under IRC 704(b) — the partnership tax provision that governs how economic rights are allocated in a partnership. This allows the cooperative to recognize multiple forms of contribution (labor, revenue, cash, community) and track each member's economic stake with precision.
Surplus Distribution
When the cooperative has surplus to distribute, it allocates patronage across multiple categories of contribution. The patronage formula is in active development. What is stable:
- Labor contributions are recognized — the people doing the work participate in the surplus they generate
- Revenue generation is recognized — bringing business to the cooperative is a form of patronage
- Capital contribution is recognized — but it does not dominate, and it does not grant governance rights
- Community contributions are recognized — relationships, mentorship, and cultural stewardship are economic contributions
The specific weights and accounting mechanisms are being finalized through the partnership agreement. No patronage has been allocated as of April 2026 — the first period of record will open once the infrastructure is operational.
Member Rights
Class 1 cooperative members hold the following rights under the bylaws and Colorado law:
Member Responsibilities
Committees
The board may establish committees to handle specific areas. Currently operating or forming:
Additional committees may be established by the board as the cooperative's operations mature.
Dispute Resolution
The bylaws establish a graduated dispute resolution process: good-faith negotiation first, then mediation, then binding arbitration. Jury trial waiver is included. Litigation is a last resort. The cooperative is designed to resolve disagreements through the same relational practices that built it.
What Is Still Open
Honest accounting of what is settled and what is still in process, as of April 2026:
Settled
- LCA formation filed February 6, 2026
- Subchapter K partnership tax treatment
- Public benefit commitment (requires two-thirds vote to amend)
- Purpose statement (filed)
- Four-class membership structure
- One-member-one-vote governance principle
- The cooperative itself is not for sale
In Progress
- Bylaws ratification (organizer signaling on 42 decision variables)
- Initial board composition and formal election
- Member agreement finalization
- Patronage accounting infrastructure
- Share redemption policy
This is what an honest cooperative looks like in its formation period. The structures being built here will govern the organization for years. Building them carefully — rather than rushing to lock in terms before the founding community fully understands them — is itself a governance decision.
Formation Documents
The cooperative's formation ecosystem is publicly documented:
- Formation Narrative → — Fifteen meetings across six months
- Governance Documents → — Articles, bylaws, member agreement in formation
- Decision Tree → — Open items requiring organizer signal
- Public Benefit Statement → — Filed purpose from Articles §5