Open Items + Transition

What Remains

All unresolved formation items. The single source of truth for what must be completed before the cooperative is fully operational.

3Blockers

6High Priority

5Medium

3Low

Blocker High Medium Low

Blockers

These block member admission and formal operations

B1. Schedule A — Share Prices and Dues

Owner: Board (pending Board selection)

Entirely undefined for all four classes. Member admission is blocked — you cannot execute a Member Agreement without knowing what the member pays.

Class	Proposed Range	Dues
1 — Cooperative Member	$250-$500	TBD
2 — Coworking Member	$100-$250	Monthly (TBD)
3 — Community Participant	$0-$50	$0
4 — Investor Member	TBD	N/A

Depends on: Initial Board selection (B2), FSC guidance on investor class pricing.

B2. Initial Board Selection

Owner: Organizers (8 founding organizers)

The Board approves member admissions, sets Schedule A, authorizes officers. Without a Board, the cooperative cannot formally operate. Size: 3-9 Directors.

B3. Officer Elections

Owner: Board (requires B2)

Required: President (must be a Director, serves as CEO), Secretary, Treasurer. May combine Secretary-Treasurer.

High Priority

Voting Rights Reconciliation

Feb 27 decision (Class 1 only) vs. bylaws draft (all patron members vote). Owner: Organizers + Counsel.

Patronage Formula Operational Definitions

40/30/20/10 weights proposed but measurement methodology undefined. How are hours counted? Revenue attributed? Owner: FSC. Status: Initiated March 18-19.

Bylaws / Habitat Template Reconciliation

Bylaws use percentage weights; Habitat uses multiplier weights with different categories. Must align formally. Owner: FSC + Todd.

Term Sheet Formal Draft

Shape agreed. $100K committed. Jeff Pote needs to produce the formal legal draft. Owner: Jeff Pote.

704(b) Compliance — Attorney Review

QIO vs. DRO election, liquidation language, 704(c) method, dissolution waterfall compliance. Owner: Jeff Pote.

Subchapter T Remnant Audit

Cross-references to Sub T artifacts should be audited for completeness in the Sub K entity. Owner: Jeff Pote.

Medium Priority

Non-Solicitation Period

Undefined (1 or 2 years). For a cooperative grounded in trust, may be shorter than default.

Annual Benefit Report Template

Required as Public Benefit LCA. Publicly published, not third-party audited. Due by end of first fiscal year.

1515 Walnut Third Floor Lease

Active negotiation. Offer drafted at $6K/mo for 12 months, June 2026–June 2027. Market analysis supports $5.4–5.75K/mo anchor. Landlord firm but first floor also potentially vacant (leverage). Response due before end of week. Licensing requirements for third floor usage under review.

Venture IP Carveout — Formal Documentation

Critical provision. Adapted from Meadow but not independently reviewed by counsel.

Cloud Credits Operational Framework

1 CLOUD = $0.10. Four resource primitives. Designed but not operational.

Low Priority

Proxy Voting Procedures

Permitted by bylaws but no operational procedures defined.

Committee Framework

FSC established; no other committees. Additional likely needed as operations grow.

Electronic Voting Platform

Permitted at Board's election. Practically necessary once membership exceeds 11.

Critical Path

The single most important next step: Board selection (B2). Almost everything else depends on it.

Operations Transition Checklist

From formation mode to operational mode

Phase 1: Legal Foundation

[ ]Select Initial Board — 3-9 Directors from 8 organizersB2

[ ]Elect Officers — President (Director), Secretary, TreasurerB3

[ ]Attorney review of bylaws — Resolve Sub T remnants, 704(b) complianceH5, H6

[ ]Resolve voting rights — Class 1 only vs. all patron membersH1

[ ]Finalize and adopt bylaws — Board vote after attorney review

[ ]Define Schedule A — Share prices and dues for all 4 classesB1

[ ]Formal term sheet — Jeff Pote draft for Kevin/Jeremy investmentH4

Phase 2: Member Admission

[ ]Accept capital contributions — Deploy $100K per term sheet terms

[ ]Admit founding members — Organizers execute Member Agreements

[ ]Issue membership certificates — Per class(es) joined

[ ]Set up capital accounts — IRC 704(b) book + tax parallel accounts

Phase 3: Financial Operations

[ ]Finalize patronage formula — Operational definitions for all 4 factorsH2

[ ]Align bylaws with engine — Reconcile percentage vs. multiplier weightsH3

[ ]First patronage computation — Q1 2026 (retroactive if needed)

[ ]K-1 preparation workflow — Annual process, IRS deadline compliance

[ ]Venture IP carveout confirmation — Attorney sign-offM4

Phase 4: Space & Physical Operations

[ ]1515 Walnut lease execution — Finalize terms with LynnM3

[ ]Paul Bindel CCW engagement

[ ]Space revenue model — Pricing for coworking, studio rental, events

Phase 5: Ongoing Compliance

[ ]Annual benefit report template — Before Dec 31, 2026M2

[ ]Non-solicitation period — Define 1 or 2 yearsM1

[ ]Cloud credits launch — Operational framework + integrationM5

Phase 1 is the critical path. Board selection unblocks everything.