Bylaws and Operating Agreements can be living documents that create systems for your organization to thrive as a worker-owned business. Below you will find sample Articles of Incorporation, Bylaws, Operating Agreements, and Disclosure Documents. Please note that these are for instructional purposes only! Please consult with an attorney!
First, lets go through a short introduction into what these different documents are, the differences between them, and when to use them. Bylaws and operating agreements are both documents that regulate the internal affairs and governance of a business or organization. The difference between them is that Bylaws are used for corporations and Operating Agreements are used for Limited Liability Companies (LLC). This might seem like just a bit of legal semantics, but it is not! The legal entity you form as will determine the constraints and provisions required by law in your Bylaws or Operating Agreement. The type of legal entity you choose and the provisions you write into your Bylaws or Operating Agreement will have an affect on how your organization is viewed regarding taxes, employment law, securities law (how you can finance your operations), and more. You can read more about legal entities on another Co-opLaw.org page.
Model Articles of Incorporation & Bylaws for Worker Cooperatives under California’s new law
NEW! In January 2016, the California Worker Cooperative Act (AB 816) went into effect. The bill created a business entity for worker cooperatives and made it easier for worker cooperatives to seek investments from their communities. There are two sets of Articles of Incorporation and Bylaws; one set for a coop with a representative board and community investors, and one set for a collective board coop (all members are on the board). These documents were prepared by members of the California Worker Cooperative Policy Coalition, including: the East Bay Community Law Center (EBCLC), the Sustainable Economies Law Center (SELC), Tuttle Law Group, the Arizmendi Association of Cooperatives, and Cutting Edge Counsel, adapted from bylaws prepared by Tim Huet and Jenny Kassan.
Collective Board Model AOI & Bylaws
Representative Board Model AOI & Bylaws
Sample Articles of Incorporation
The East Bay Community Law Center’s Green Collar Communities Clinic (GC3) and Sustainable Economies Law Center have designed the following Articles of Incorporation document for a California Consumer Cooperative Corporation to serve as a drafting tool for the individuals organizing their entity under the laws of California and the attorneys who represent them. Note that as of January 2016, the Consumer Cooperative Corporation Law is now called the Cooperative Corporation Law. These Articles have not been amended to reflect changes in the law.[gview file=”https://www.co-oplaw.org/wp-content/uploads/2012/08/Sample-Articles-of-Incorporation-CA-Coop.pdf”]
The Articles of Incorporation below were graciously provided to Co-opLaw.org by the Boston Tech Collective, a worker-owned cooperative offering tech support and computer services to the Greater Boston area. Thanks BTC! Please note that SELC nor GC3 endorses, worked on, nor had anything to do with the creation of BTC’s Articles of Incorporation.
Prepared by the Green Collar Communities Clinic (GC3) of the East Bay Community Law Center (EBCLC) and by the Sustainable Economies Law Center (SELC) based on Bylaws created by Tim Huet of Arizmendi Association of Cooperatives and adapted by Jenny Kassan of K2 Law Group.[gview file=”https://www.co-oplaw.org/wp-content/uploads/2012/08/Sample-Bylaws-for-Coop1.docx”]
The Bylaws below were graciously provided to Co-opLaw.org by the Boston Tech Collective, a worker-owned cooperative offering tech support and computer services to the Greater Boston area. Thanks BTC! Please note that neither SELC nor GC3 endorses, worked on, nor had anything to do with the creation of BTC’s bylaws.
The Bylaws below were graciously provided to Co-opLaw.org by Rainbow Grocery, a worker-owned cooperative based in San Francisco, California. Rainbow Grocery, founded in 1975 and now with over 220 worker-owners, is the largest worker cooperative in the western United States! Thanks, Rainbow Grocery! Please note that SELC does not endorse, nor has worked on, nor had anything to do with the creation of Rainbow’s bylaws.[gview file=”https://www.co-oplaw.org/wp-content/uploads/2012/08/Rainbow-Grocery-BYLAWS.pdf”]