Cooperatives Distilled

Rick Riehle
206 923-8409
rriehle@nwtbl.org
rriehle@pangaea.coop

President Founding Member

Pangaea Organica Northwest Triple Bottom Line
A Cooperative Chamber of Commerce
www.pangaea.coop www.nwtbl.org

Copyright © 2006

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Table of Contents
1. Cooperatives Distilled......................................................................................................................................3
1.1. Cooperative Principles..............................................................................................................................3
a) Principle One: Member Governance.....................................................................................................4
b) Principle Two: Member Benefits..........................................................................................................5
c) Principle Three: Member Ownership.....................................................................................................6
1.2. Types of Cooperatives..............................................................................................................................7
a) Consumer Cooperatives..........................................................................................................................7
b) Producer Cooperatives...........................................................................................................................8
c) Employee Cooperatives..........................................................................................................................8
1.3. Cooperative Consequences.....................................................................................................................10
a) Social Conscience.................................................................................................................................10
b) Financing..............................................................................................................................................11
2. Appendix 1: The Evolution of Cooperative Principles...................................................................................12
3. Appendix 2: Corporation, Partnership, Cooperative, Non-profit...................................................................14
4. Appendix 3: Cooperatives In Business Today...............................................................................................15
5. Appendix 5: Resources for Cooperatives.......................................................................................................16

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 1. Cooperatives Distilled
Cooperatives are businesses that are owned and democratically controlled by their members,
and that exist to serve their members' economic interests. While cooperatives are economically
self-sustaining and able to generate profits like any other businesses, their purpose is service,
not profit. This distinction in purpose, along with the core principles under which they operate,
render cooperatives the businesses equivalents of egalitarian states. They are nothing less than
the next evolutionary stage in the long march of history toward social, political and economic
enfranchisement for all.
Purpose and principle are the features of cooperatives that distinguish them structurally
from corporations1. Many corporations operate according to principles established by their
leaders, or serve social purposes beyond shareholder profit, but this does not render them
structurally different from other corporations. As such their ongoing goodwill is dependent on
leadership.
This essay begins with principles of cooperatives, it proceeds then to descriptions of the
basic types of cooperatives, and finally considers some of the consequences of cooperatives.

1.1. Cooperative Principles

Many cooperatives include among their principles things like cooperation among
cooperatives, concern for community, and promoting an understanding of the cooperative
business model. These principles can be traced back to the 1844 founding of the Rochdale
Society of Equitable Pioneers, and are outlined herein in an appendix. Every business,
cooperative or otherwise, is free to adopt whatever principles it sees as essential to the
fulfillment of its mission. The present task, however, is to identify those principles that realign
businesses so as to structure them as cooperatives and thereby avoid the pitfalls of
corporations.2 There are exactly three principles; each is necessary and together they are
sufficient to identify or structure a business as a cooperative. The principles influence one
another. Principle Two, for example, guides the disbursal of business proceeds which puts
1 A note on terminology. The term corporation herein applies to non-cooperative companies. The term shareholder or
stockholder refers to owners of corporations. Members and member-owners refer to owners of cooperatives. Both
cooperatives and corporations are businesses which are legally incorporated according to the laws of an incorporating
authority. Both can be incorporated under any of several forms including Corporation, Sub-chapter S Corporation (S-
Corp), Limited Liability Corporation (LLC), Partnership, Limited Liability Partnership (LLP). For the purposes of this
essay the form of incorporation of a business, cooperative or otherwise, is irrelevant.
2 The pitfalls of corporations are discussed in the extended essay “Ecological Economics: An Economic Contract”
(Riehle, 2006)

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 constraints on how the business is funded in the first place, the subject of Principle Three.
Principle Three specifies the responsibilities of each member with regard to funding that lead to
the voting rights discussed in Principle One.

a) Principle One: Member Governance

Cooperatives are democratically controlled by their members. Members elect
representatives from among the membership, accountable to the membership,
on the basis of one member, one vote.

In the nascent United States suffrage was limited to property owners: one vote to each
person who owned real estate. Corporate suffrage today, the voting rights associated with
stock, is limited to stockholders, one vote to each share of stock.
In 1870 the Fifteenth Amendment to the United States Constitution granted voting rights
regardless of race. In 1920 the Nineteenth Amendment granted voting rights to women. The
Voting Rights Act of 1965 effectively defeated the Jim Crow laws of mostly southern states that
had prevented minorities, predominantly black, from voting. In 1971 the Twenty-sixth
Amendment lowered the voting age nation wide to eighteen. Political enfranchisement has
evolved in fits and starts the world over, but it has consistently moved toward a more inclusive,
more widely represented citizenry. In the United States, it has only recently approached one
citizen, one vote.
The march toward wider enfranchisement in the political arena has not been accompanied
by wider or more equal enfranchisement in the corporate arena. Shareholders do not get a
single vote each; rather, they get a single vote for each share of stock they own. Had it
followed this model, the United States would have become an oligarchy with the largest
property holders controlling election outcomes through the superior power or their vote.
There is a rational behind the corporate mode of voting rights. Each share of stock
represents capital risked by an investor, and greater amounts of risked capital should entail
greater influence in how that capital is put to use.
Cooperatives are funded differently from corporations. There is a single buy-in price for
member-owners and each thus contributes the same amount of capital. The objective of this
mode of funding is member democratic control: one member, one vote.
Generally speaking cooperatives operate as representative democracies. Members elect a
board of directors from within the membership, and the board of directors is responsible for
executive oversight and management/principle alignment. They may operate democratically in

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 other contexts as well, but this mode of election of the board of directors applies to all types of
cooperatives and forms the key link between member-owners and management.

b) Principle Two: Member Benefits

Surplus revenues, business proceeds remaining after a cooperative performs
its service to its membership, are to be distributed to members according to
their participation in the cooperative's economic success.

As mentioned earlier, the purpose of a corporation is profit whereas the purpose of a

cooperative is service. To underscore this key difference, cooperatives traditionally speak of
surplus revenues rather than profits, but both refer to net business proceeds, or income over
expenses and funds retained for reinvestment. Cooperatives return surplus revenues to
members proportionate to their use of, or economic participation in, the business. In contrast,
corporations return profits to investors proportionate to their share of ownership. For a member
to benefit from their member-ownership in a cooperative they must be active participants. A
shareholder in a corporation can be passive and yet benefit economically from their ownership.
What does it mean to distribute surplus revenues based on economic participation in a
business? Consumer cooperatives often distribute to their members a dividend at the end of the
fiscal year. This dividend is based on the amount of business they conduct with the business as
a percentage of surplus revenues. For example, if a member's transactions represent 1% of
gross revenues, at the end of the year they receive 1% of net, or surplus revenues. Other
cooperatives discount member transactions by a specific percentage of the price charged to non-
members, and perhaps issue special dividends to members on lucrative years, again based on
participation. Employee cooperatives in contrast might distribute surplus funds in a manner
similar to that of partnerships: based on a combination of factors such as position and hours
worked.
This subtle but pivotal shift in reward structure cascades throughout the cooperative
business model affecting involvement, motivation and outcomes. Where once profit, the
passive income of the rentier3, was the purpose of corporate business, the new purpose, that of
cooperative business, is service and involvement.
Indeed this may be one of the cultural aspects of cooperatives that prevent their widespread
use. Americans, regardless of income, when polled on their future economic prospects report
that they expect to be wealthy as they progress in their lives. This belief affects their position
3 rentier – a person living on passive income from property or investments.

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 on social issues such as estate taxes. Regardless of whether or not they fully understand the
mechanics of cooperatives, no one thinks of cooperatives as a way to become wealthy and enter
the class of the rentier. Hence, they do not align with the life expectations of the typical
American.
Surplus funds in a cooperative explicitly serve the economic interests of member-owners.
Surplus revenues do not leach out of the businesses to serve the interests of remote
shareholders, but are either retained for businesses development or redistributed to the
membership. Cooperatives thereby eliminate the overhead associated with the perpetual
repayment of investors for the use of their money and prevent the development of oligarchy.
This effect operates at the level of the business, preventing any small group of investors from
vastly surpassing the others, and if the cooperative business model were employed more widely,
this effect would also be felt in society at large, as fewer citizens would be in a position to
vastly surpass the others.
The second and third cooperative principles are intimately linked. Surplus revenues are to
be distributed to members according to their participation in their cooperative's economic
success, not according to their percentage of equity ownership. This is fair because each
member owns an equal share of their cooperative. Hence, the third cooperative principle makes
the second equitable.

c) Principle Three: Member Ownership

Cooperatives are funded and hence owned by their members. Capital raised
from outside the membership must be done so in a manner consistent with
self-determination.

Where the second principle governs the mode of distribution of business revenues, funds
that come out of the business, this principle governs the mode in which funds flow into the
business. In this respect these principles are reciprocal, the conditions of one affecting the
conditions of the other. Since according to the second principle surplus revenues are to be
distributed to members rather than external investors, investment capital must come from the
members themselves, or they must be raised in a manner consistent with the self-determination
of the cooperative.
Self-determination is the right of members to control the business; it is conveyed
exclusively to them by way of ownership. In this respect this principle, Member Ownership, is
the reciprocal of the first principle, Member Governance. In order to retain rights of self-

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 determination, investment capital when raised from outside the membership must not confer
voting rights. This prohibits cooperatives from offering common stock, stock with voting
rights, to non-members and encourages instead financial instruments such as preferred stock
which confer no voting rights and specify a rate of return.
Member ownership as a cooperative principle has a specific lineage back to the 1844
principles of the Rochdale Society. The original principle was “Payment of limited interest on
capital.” In 1966 it was modified to “Limited return on equity” and then to “Autonomy and
independence” in 1995. (See Appendix 1) The objective, then as today, was to promote a
human centered mode of production: labor using capital rather than capital, or its owners, using
labor.

1.2. Types of Cooperatives

There are three types of business cooperatives: consumer owned, producer owned and
employee owned. They are defined by the relationship of their member-owners to the
cooperative. Consumer cooperatives are owned by the consumers of their products or services.
Producer cooperatives are owned by producers who jointly market, distribute and sell their
products through them. Employee cooperatives are owned by their employees. Each has a
characteristic influence in the way it aligns the interests of its constituents.
Cooperative literature commonly lists additional types of cooperatives including financial or
service cooperatives; however, these can be distilled into one of the types mentioned above.
Financial cooperatives—credit unions—are consumer owned cooperative banks. Service
cooperatives are categorized, like all business cooperatives, according to whether its owners are
its consumers, its employees, or producers of the products that it in turn markets and sells.
There is a fourth type of cooperative which is not a business, but rather a legal construct for
the joint ownership of property. They are called property or housing cooperatives. They
account for indivisible property in the same manner as business cooperatives, and operate
according to many of the same principles, including self-determination and democratic member
control, but since they are not businesses they are not discussed in this essay.

a) Consumer Cooperatives
Consumer cooperatives are started and owned by groups of individuals for any of several
purposes. One is to provide for themselves a service or product which would otherwise be

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 wholly unavailable or available under less than advantageous conditions. Examples include
grocery cooperatives and utility cooperatives which provide electricity or gas service.
Consumer cooperatives often get their start when groups of individuals seek better prices on
a specific product or product category. Recreational Equipment Incorporated, the largest
consumer owned cooperative in the United States, was founded in 1938 by mountaineers in the
Northwest looking for reasonable prices on quality gear.
Control over sourcing is another motivator behind consumer cooperatives. Grocery and
produce cooperatives focus on organic, natural and local foods. Where large chain grocers
relegate this category to a back corner of the store and where they are unwilling to commit to
sourcing fresh, seasonal and local produce, natural grocery cooperatives thrive.

b) Producer Cooperatives
Producer cooperatives are owned by producers who unite to co-market, co-brand and
distribute their products, which might otherwise be generic commodity products
indistinguishable from their competitors'. Land-O-Lakes and Organic Valley are examples of
well known producer cooperatives. Organic Valley by blending the high-quality products of
many separate dairy operations produces a consistently high-quality product which, because of
its consistency and large scale quality control, sets its product apart even from other organic
dairy producers. Members tend also to pool purchases through the cooperative, thus producer
owned cooperatives tend to also serve their members in a manner similar to that of consumer
cooperatives.
Members of producer cooperatives may not be individuals, but rather other businesses.
Each member company exercises a single vote in the cooperative which thus remains true to the
first principle, Member Governance. Family farmers who have incorporated themselves for the
usual purposes associated with liability protection and taxes, and then combine to form a
producer cooperative, are an example of a cooperative of incorporated businesses rather than
individuals. Likewise, True Value Hardware is a cooperative composed of retailers, each of
which is independently incorporated and owned.

c) Employee Cooperatives
Employee cooperatives are started by individuals who unite to build a business. In this
case, the service provided by the cooperative is its members' livelihood. Hence, as the purpose
of any cooperative is service to its members, and as employees' purpose in work is to earn a

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 living, employee cooperatives are motivated by the profitable operation of the business. In an
employee owned cooperative, members' interests as employees are aligned with their interests
as owners by virtue of the relationship between members, employees, and owners: they are all
three one in the same.
For-profit businesses strive to align the interests of their employees with the interests of
their investors through, for example, employee stock option grants and employee stock
purchase programs. Management gurus and human resource managers alike consider these
strategies among the best for management and workforce motivation. However, they come at a
real bottom-line cost to non-cooperative, for-profit businesses: they dilute stock values. While
the investing public purchases stock and options at market prices, employees and executives
purchase at a discount through these programs, or receive stock and options without paying as a
reward for achieving goals. Consequently, employees benefiting from these programs become
equal owners on a per share basis after having contributed an unequal amount of capital. The
more extensive the stock giveaway, the greater the number of shares with a claim on the
company's assets and profits. Thus, efforts to align the interests of employees and owners
ultimately and ironically generate tension. To underscore this point, consider the high-flying
dot-com era at the turn of the twenty-first century when these programs were generous and
ubiquitous. During the run up in the stock market, few complained because everyone made
money, at least on paper. Once the market broke, however, criticism from investors and others
became widespread. Economists and large institutional investors continue to warn against
excessive executive compensation via stock and options grants.
A great deal of business literature is devoted to the topic of business success through
motivating employees to act as if they were owners of businesses. This literature speaks of
engendering an entrepreneurial spirit; it encourages management to be open to the ideas of front
line staff. Some of it is useful and inspiring, the rest is manipulative and base. One way to
motivate employees to act as if they were owners—the most direct and straightforward way—is
to make them owners. Moreover, employee owned cooperatives render unions redundant.
Like all cooperatives, employee cooperatives are equally owned by their members:
employees. Initial capital investments to start any business are often substantial, thus employee
cooperatives often start as a partnerships between a few individuals with available financial
resources who invite those they hire to buy into the business over time according to a specified
schedule and set of policies. The objective is for all owners to be at investment parity with
reference to each other, so that they can equally and equitably share in decisions and surplus

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 revenues. When vested employee owner-members leave the cooperative they are likewise
bought out by the remaining members according to a specified schedule and set of policies.
Employee cooperatives share some features with professional partnerships such as law or
accounting practices. As with partnerships, employee cooperatives use accounting techniques
to determine the buy-in price for new employee-members. As with cooperatives, partners share
in the governance of their partnership. In most cases both partners and employee-members are
compensated according to their contribution to the company's success and its overall
performance. Yet partnerships and cooperatives are not the same. In a cooperative any
employee is eligible to become a member-owner, whereas in a partnership the only individuals
eligible to become partners are the professionals, not those who are considered support staff.
Cooperatives adhere to the one member, one vote principle, whereas partnerships are free to
allocate executive power as they see fit, thus senior partners often maintain control.

1.3. Cooperative Consequences

Cooperatives are defined by their purpose of service rather than profit, and by the three
cooperative principles of Member Governance, Member Benefits and Member Ownership.
This alignment of purpose and principle necessarily and structurally make cooperatives more
equitable for their constituents than corporations. The following is a brief, non-exhaustive
survey of consequences of this alignment.

a) Social Conscience
Cooperatives tend to operate with a social conscience as a consequence of several factors:
they eliminate investors who have no other interest in the company other than investment
returns, they align the interests of their constituents, and they operate from a paradigm of
multiple bottom lines. This is a substantive, structural difference between cooperatives and
corporations. Power utility cooperatives, for example, avoid polluting the communities they
serve whereas profit-motivated power utilities subject the environment to their bottom line
when they are able to avoid legal and financial liability. Grocery cooperatives, partly as an
extension of their typical focus on organic foods, endorse ecologically sound agricultural
practices. The idea of multiple bottom lines, an idea which has its roots in ecological
economics,4 in which a businesses recognizes more than the imperative to return profits to

4 http://en.wikipedia.org/wiki/Ecological_economics

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 investors, is not unique to cooperatives, yet it is served better by cooperatives than other modes
of businesses.

b) Financing
In raising capital cooperatives are limited to methods that do not jeopardize the the first and
third principles, Member Governance and Member Ownership. This prohibits cooperatives
from offering stock with voting rights (common stock) to non-members. Cooperatives typically
raise capital from members directly and through borrowing externally.
Cooperatives have issued preferred stock to non-members, since it does not jeopardize
cooperative principles: preferred shares confer no voting rights. Preferred stock is so called
because it carries certain rights before those of common stock. In the event of a business
liquidation, preferred shares receive proceeds from the liquidation before common shares.
Also, preferred shares are paid dividends before common shares, and at a specified rate. Note,
incidentally, the lineage of the principle of Member Ownership: its original formulation was
“payment of limited interest on capital.” This is a property of preferred shares which pay
dividends at a specified rate. Common shares on the other hand are not limited in this regard.
This aspect of cooperatives often make them inappropriate for starting risky, large-scale
business ventures that require a great deal of start-up capital. There are large cooperatives that
operate nationally and internationally, but they have typically grown incrementally from modest
beginnings. Energy cooperatives, another example, while substantial business ventures, are
able to raise large amounts of initial capital through issuing bonds, since energy utilities,
cooperative or otherwise, are considered low-risk undertakings.

Cooperatives seek to increase and diversify ownership, specifically the ownership of the
means of production, and to make it more widespread on a more equitable basis within a
context of ecological economics and the capitalist system.

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 2. Appendix 1: The Evolution of Cooperative Principles
There are seven cooperative principles which can be traced back to the principles of the
Rochdale Society of Equitable Pioneers, founded in 1844 in Rochdale, England. Contemporary
cooperatives often adopt the cooperative principles defined by the International Cooperative
Alliance (ICA), which are based on the Rochdale principles.
With Principle One, Member Governance, I deliberately reintroduce the qualifier of one
vote to each member to clearly break with the corporate practice of one vote to each share of
stock.
Principle Two, Member Benefits, invokes the provision that the economic benefits of the
business should accrue to the members in accordance with their participation.
Principle Three, Member Ownership, links Principles One and Two together, establishing
the right of governance and self-determination, and the privileges of member benefits.
Some of the principles I leave out can be assumed to apply in all situations. Political and
religious neutrality, for instance, were codified into law in the United States by the Civil Rights
Act of 1964, and are now commonly accepted social mores. Cooperation among cooperatives
is perhaps a laudable goal, yet the lack of its effective practice should not be cause for denying
a company its status as a cooperative. Moreover, as the cooperative business model becomes
more common, it is easy to envision a time when some degree of competition among
cooperatives is the norm. Already today consumers often have a choice, for example, between
grocery cooperatives. Concern for community should perhaps be a universal goal, but without
knowledge of the situation in which a cooperative finds itself, it is difficult to specify what it
should mean in practice; better to leave its manifestation to natural outcomes resulting from the
alignment of the interests of constituents. As cooperatives and the larger economy evolve, it is
preferable to identify only those things as principles that will remain essential and withstand the
test of time.
The table is ordered so that the lineage of each principle can be seen at a glance.

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 Original Rochdale International International International Core Cooperative
Principles Cooperative Alliance Cooperative Alliance Cooperative Alliance Principles
(1844) (1937) (1966) (1995) (2006, Riehle)
1 Democratic control: Democratic control: Democratic Democratic member Member Governance
one man, one vote one man, one vote governance control
2 Distribution of Distribution of the Surplus belongs to Member economic Member Benefits
surpluses in surplus to the members participation
proportion to trade members in proportion
to their transactions
3 Payment of limited Limited interest on Limited return on Autonomy and Member Ownership
interest on capital capital equity independence
4 Open membership Open membership Open, voluntary Voluntary and open
membership membership
5 Promotion of Promotion of Education of members Education, training
education education and public in and information
cooperative principles
6 Cooperation between Cooperation among
cooperatives cooperatives
7 Concern for
community
6 Political and religious Political and religious
neutrality neutrality
7 Cash trading: no Cash trading
extended credit

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 3. Appendix 2: Corporation, Partnership, Cooperative, Non-
profit
This table provides a comparative overview of the main types of private sector enterprises.
As a high-level overview, and for the sake of brevity, it in some cases merely indicates
tendencies and does not try to exhaustively account for differences within a category. In other
words, not all corporations or partnerships would agree, for instance, that their only or even
primary purpose is profit. Further, due to issue complexities the table makes no reference to
differences between cooperatives and for-profit corporations in the context of, for example,
ownership/management linkage.
Non-profit organizations are private-sector organizations such as universities or hospitals
which operate to preform a service. Non-profits may engage in commerce, but they are not
businesses, and they are legally restricted in their business activities and in their handling of
business proceeds. Without an income-generating endowment, non-profits are often dependent
organizations that rely on the generosity of benefactors to donate capital and operating funds.
While cooperatives, like non-profits, exist to perform a service to their members, and
sometimes also to the public at large, unlike non-profits they are self-sustaining businesses
without outside benefactors.

corporation partnership cooperative non-profit

purpose: investor profit partner profit member service community service
sustenance: self-sustaining self-sustaining self-sustaining external benefactors;
endowment
ownership: investors partners members (not applicable)
management: hired professionals partners members or hired hired professionals
professionals
governance model: dictocratic hierarchy contractual democracy constitutional democracy constitutional hierarchy
source of capital: shareholders partner-owners member-owners external benefactors
basis of distribution percent of equity contribution participation (not applicable)
of proceeds: ownership
target consumers: external consumers external consumers members; charter dependent;
external consumers community at large
sector: private private private private, i.e.,
non-governmental

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 4. Appendix 3: Cooperatives In Business Today
The chard below is a sampling of cooperatives operating today. It is by no means an
exhaustive list. Some of these business emphasize the cooperative aspect of their operation,
others are widely recognized business icons whose status as cooperatives are little known.
name type of co-op primary business web site
Agriliance producer agricultural/food http://www.agriliance.com/
AlaskaUSA consumer banking http://www.alaskausa.org/
BECU consumer banking http://www.becu.org/
Cenex producer energy http://www.cenex.com/
CHS producer energy/agricultural http://www.chsinc.com/
Co-opportunity consumer grocer http://www.coopportunity.com/
Croplan Genetics producer agricultural/food http://www.croplangenetics.com/
CUNA Mutual Group consumer insurance http://www.cunamutual.com/
First Tech consumer banking http://firsttechcu.com/
Group Health Cooperative consumer healthcare http://www.ghc.org/
Land O'Lakes producer agricultural/food http://landolakesinc.com/
Madison Market consumer grocer http://madisonmarket.coop/
Mondragon employee conglomerate http://www.mcc.es/
Mondragon Bookstore & Coffeehouse employee books & coffee http://mondragon.ca/
Mountain Equipment Co-op consumer recreational equipment http://www.mec.ca/
National Cooperative Bank consumer banking http://www.ncb.coop/
Nationwide Mutual Insurance consumer insurance http://www.nationwide.com/
Ocean Spray producer agricultural/food http://www.oceanspray.com/
Organic Valley producer agricultural/food http://organicvalley.coop/
Pangaea Organica hybrid food & drink http://pangaea.coop/
PCC Natural Markets consumer grocer http://www.pccnaturalmarkets.com/
REI consumer recreational equipment http://rei.com/
Seminary Co-op Bookstores consumer books http://semcoop.booksense.com/
South Mountain Company employee builders http://www.somoco.com/
Sunkist producer agricultural/food http://www.sunkist.com/
Tech consumer technology http://tech.coop/
True Value Hardware producer hardware http://www.truevaluecompany.com
/
Web Collective, Inc. employee technology http://www.webcollective.coop/
Welch’s producer agricultural/food http://welchs.com/

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 5. Appendix 5: Resources for Cooperatives

Co-op America
http://coopamerica.org/

Euro Coop
http://www.eurocoop.org/

International Cooperative Alliance

http://www.ica.coop/

National Cooperative Business Association

http://ncba.coop/

National Society of Accountants for Cooperatives

http://www.nsacoop.org/

Northwest Cooperative Development Center

http://www.nwcdc.coop/

University of Wisconsin Center for Cooperatives

http://www.uwcc.wisc.edu/

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