When I set up my first business in 1985, I paid my lawyer $600 to incorporate that business. When I got this corporation, I was able to open up a bank account in that corporation’s name. I put my seed money into that account. From there, my new corporation could buy assets, hire employees, and legally engage in many business activities. I sold shares to other investors. In the eyes of the government and legal system, my corporation was a “corporate citizen,” with rights and obligations.
When I got this corporation, it came with its own rulebook about the internal governance of the corporation. I did not read this 100-page rulebook. Nor did I read the “minute book” that my lawyer made for me.
If I were the only shareholder, all that documentation is not that important. But if there are other shareholders, the rulebook spells out the rights of all the shareholders. If the shareholders have a dispute which ends up in civil court, the judge will look at this rulebook and the evidence to make the decision. This rulebook (the articles) is automatically given to all new corporations who incorporate in a political jurisdiction. The rulebook has decades of corporate legal experience written into its text.
And I did have a dispute with some of my shareholders. That’s when I read the rulebook. It did help provide a resolution because it protected the rights of both me and my disagreeable shareholders.
In a like manner, the spolu will have its own rulebook. Because the spolu structure is different than other models of corporate governance, the spolu rules will have to write the new rules. But it can still borrow or mirror many concepts from the established corporate or cooperative rulebooks.
There are a few features that will be specific to the spolu concept:
1) The spolu rules will require the process for selecting the senior management team, which will be analogous to the corporations’ “Board of Directors.”
2) The slow dilution of outstanding spolu shares.
3) Third, rules regarding a spolu being removed from the spolu network or voluntarily removing itself from the spolu network. In such a case, the spolu becomes a regular corporation — and can continue operating, but without the spolu rules, benefits, and support. The investors take full control.
Then the first spolu will then need to convince the government to charter the spolu concept, giving the spolu similar legal status as corporations, non-profit societies, and co-operatives.
Once the first spolu gets this charter, it can “incorporate” itself (under spolu rules). Maybe we need a new verb: “Inspolucate.”
Published on Medium 2024
Spolu 12: Senior Management Team
