For the Public Benefit
We push back against oil companies, pharmaceuticals, Amazon, and more for reaping record profits while consumers suffer high prices, the environment is polluted, and workers are mistreated. There is a major structural problem here. Although these sorts of companies could prioritize socially beneficial purposes over profit-based ones, they don't have to do so. Their good works are optional not obligatory. So, the typical mode of operation is to maximize value for stockholders by prioritizing profits over literally everything else.
As we were forming Ember, we knew we didn’t want to prioritize profits, but we also didn’t want to be a non-profit because that restrains what and how much political activity we could engage in. We landed on being a Public Benefit Corporation organized as a cooperative – a Public Benefit Cooperative, if you will. The “public benefit” part legally obligates us to operate in ways that benefit the public and empowers us to prioritize public benefit over financial interest. A greater purpose than profit is enshrined in our articles of incorporation. Here’s what they say about that:
The Cooperative is a Colorado public benefit cooperative corporation formed pursuant to the CCA, the PBCA, and the CBCA and may engage in any lawful act or activity for which cooperatives and public benefit corporations may engage in under the CCA, the PBCA, and the CBCA. The Cooperative
will operate sustainability and responsibly as a public benefit corporation and will be managed in a manner that balances the Members’ pecuniary interests, the best interest of those materially affected by the Cooperative’s conduct, and the public benefit purposes identified in this ARTICLE VI.
The public benefit purposes of the Cooperative are to commit its human and financial capital to conduct business that contributes to a humane future and values the wellbeing of its Members, clients, community, and other stakeholders, and shall specifically include:
1. Forging projects, tools, and platforms for the purpose of supporting agency, dignity, equity, transparency, critical thinking, and fun in a sustainable way;
2. Fueling cooperatives, other organizations, and individuals with services and expertise, prioritizing the needs of individuals or groups with shared purposes, missions, or values;
3. Sparking interest in the role and benefits of public benefit businesses, cooperatives, and democracy in the workplace through sharing information about how we conduct our business and practice our values; and
4. Kindling relationships with other businesses and organizations to facilitate the advancement of any of our shared purposes, missions, or values.
The directors and officers of the Cooperative shall include or prioritize in their decision-making the public benefit purposes of the Cooperative as well as the interests of any materially affected stakeholder and may consider any such purpose or interest as primary to the financial interests of the Cooperative or its Members. Notwithstanding the foregoing, in balancing the factors as required by Section 7-101-506(1) of the PBCA, continuing to operate the Cooperative in a responsible and sustainable manner will be the most significant priority for the Board. Any director or officer of the Cooperative shall be entitled to receive the protection of and deference afforded by the business-judgement rule, whether common law or statutory under Section 7-108-401 of the CBCA or otherwise, to the maximum extent permitted by law, for any decision based on any of the non-business purposes enumerated herein.
Want to know more about Public Benefit Corporations or Cooperatives?
- https://www.co-oplaw.org/knowledge-base/colorado/#Public_Benefit_Cooperative
- https://www.potelawfirm.com/blog/2019/colorado-public-benefit-corporations/
- http://bclawlab.org/eicblog/2017/3/21/the-rise-of-the-public-benefit-corporation-considerations-for-start-ups
- https://jrwiener.com/resources/forming/
Why register a national organization in Colorado?
