Legal · Horizon · Specification

Maturity Model Specification

The formal companion to How the Cooperative Could Grow. Where that page introduces the model in plain language, this one states it precisely: what a vessel is, which promises are invariant, what conditions govern each transition, and what the record must carry for the whole to remain one system. It is a theoretical specification, drafted for review. It binds no one and decides nothing.

MM-0.2 · Drafted for review V1 · Filed V2 · Anticipated V3 · Open

Identifier: MM-0.2 (Maturity Model Specification, version 0.2; supersedes MM-0.1, working draft)
Status: Drafted. A theoretical specification for member deliberation; not a governing instrument, not legal or tax advice.
Adoption path: Would take effect only if adopted by member vote under the amendment procedures of the Bylaws, on advice of counsel. In the register's own law: nothing becomes real until a person adopts it. Until then it is research.
Register: Working terms align with the Lexicon v2 at /commons/build/lexicon/: tally, correction, graft, walkaway, anchor, adoption, and readiness condition carry their lexicon meanings here. One deliberate divergence is stated in §1.
Normative words: Must marks a requirement the model treats as non-negotiable. Should marks a strong default that a documented member decision may vary. May marks an allowed option. These words carry force only within the model itself.
Companion: The plain-language introduction at /legal/maturity-model/. The two documents are one proposal in two registers; where they differ, neither governs, because neither is adopted.

§1 · Terms

Definitions

The specification uses a small vocabulary. Each term is defined here in ordinary words and used consistently below. Terms the Lexicon already defines are used in its sense and not redefined.

Cooperative: The community and its promises, considered apart from any legal container. The cooperative persists across vessels; no vessel is the cooperative.
Vessel: A legal entity that carries some part of the cooperative's work. A vessel has a form (its entity type and tax treatment), a membership (who its members are, in what classes), a scope (what it holds and does), and a founding instrument in which the public benefit promise is written. The word comes from the formation record and does not yet have a Lexicon entry; if this model advances, it should.
Invariant: A promise that must hold in every vessel and survive every transition. The invariants are enumerated in section 3. A change that weakens an invariant is outside this model; the model has no procedure for it, by design.
Transition: A member decision that adds a vessel or moves scope between vessels. A transition is defined by its readiness conditions (what must be true before), its procedure (who decides and how), and its record (what events must be written). The word migration is deliberately not used: the Lexicon spends it on the database's migration chain, and one word should not serve both entity law and machinery.
Record: The shared, append-only account of agreements and events that proves the invariants are being kept. Events are written once and never edited; a mistake is answered by a correction, a new event that compensates and points back at the old one. Every number is a tally: state computed over events, never stored.
Community: A place-based body that would operate under the cooperative's standard agreements and record grammar. Today there is one forming, in Boulder. The formation record's word for this was node; the ground-and-craft register has no settled multi-site word yet, and this specification uses the plain one until the members name it.

§2 · States

The vessel states

The model recognizes three vessel states. Only V1 exists. The states are not phases the cooperative passes through and leaves behind; a later vessel joins the earlier ones, it does not replace them.

State	Form	Membership	Scope	Status
V1	Colorado limited cooperative association, public benefit entity, taxed as a partnership (the entity pays no income tax; each member accounts for their share)	Individual people	The ground: the space, its lease and insurance, the commons, the member record, voluntary contribution	Filed; the entity exists and is not yet operating
V2	A second Colorado cooperative, taxed as a cooperative corporation	An open design question, resolved at formation. Organizations (the ventures, and the V1 partnership among them) may be one member class among several; the class structure is a T1 readiness condition, not a premise of the model	The growth: ventures, employed staff, shared venture assets, participating capital on defined terms	Anticipated; deferred by design during formation
V3	A purpose trust: an entity organized around a purpose rather than around owners; jurisdiction an open question for counsel	No owners; a trustee bound to the stated purpose	The keeping: standing to enforce the invariants against every sibling, stewardship of the standard agreements and record grammar, translation across borders	Open and exploratory; an inference from the formation record, stated as such

The division of labor is the model's central claim: V1 and V2 do things; V3 keeps things true. Working precedents for the V3 shape exist in what is now called steward-ownership, including Patagonia's 2022 transfer of its voting stock to a purpose trust and Organically Grown Company's 2018 move to a perpetual purpose trust in Oregon. Precedent shows the shape is real; it does not decide whether it is right here.

§3 · Invariants

The six invariants

Every vessel, present and future, must satisfy all six. A transition that would leave any invariant unsatisfied in any vessel must not proceed.

INV-1

The ground is not for sale. Ownership and governance of the commons must rest with the people who use and tend it. Capital from outside may participate in what grows and must not hold the ground or the votes.

Expressed in V2 as capped, surplus-only returns for participating capital, with governance reserved to patron members, whatever classes exist.

INV-2

One person, one vote among working members. Whatever member classes a vessel adds, and however its classes are composed, the equal voice and majority economic position of the people doing the work must hold.

INV-3

Surplus is planted. Each vessel's economics must prefer reinvestment in the work over distribution, as a stated default that a member vote may vary case by case but not reverse as a policy.

INV-4

The public benefit is written and reported. Each vessel must state the promise in its own founding instrument before it is formed, must report on it annually in plain narrative, and must require a supermajority to weaken it. The promise re-anchors explicitly at every transition; it never rides along implicitly.

INV-5

Contribution is recognized in one grammar. The same primitives for recording what a member gives, and what recognition accrues to them for it, must describe membership economics in every vessel, translated into each vessel's tax vocabulary rather than reinvented.

In V1 this grammar is expressed in partnership terms; in V2 it would be expressed in cooperative-corporation terms, per class. The grammar is the constant; the vocabulary is the translation.

INV-6

The record is legible and portable. Agreements must be versioned. Events must be appended and never rewritten; a wrong event must be answered by a correction that compensates and points back at it, so the mistake and its answer both remain in the record. Every figure must be a tally over events, recomputed and never stored, so any number traces to what produced it. And the whole must be exportable and restorable on fresh infrastructure, verified against the original.

§4 · Transitions

Transition conditions and procedure

The model defines two transitions. Each waits on readiness conditions, never on the calendar: the horizon estimates in the companion page (roughly one to three years for T1, three or more for T2) are orientation, not commitments, and appear nowhere in this section on purpose. If this model were adopted, T1 and T2 would stand in the Almanac as named conditions, the way Q1 and Q3 do today: work that waits on soil.

V1 adds a sibling V2. Before formation, all of the following must be true: venture activity is demonstrated and worth coordinating; funding is secured for the people who will run the vessel; the member class design is resolved by member decision, including which classes exist and whether and how organizations are admitted among them; the terms for participating capital are resolved by member decision; and the public benefit promise is drafted into the new founding instrument before filing. The V1 partnership must be among V2's founding members, in whatever class the design gives it. In the ground register, this is a graft: the sibling joins the rootstock by decision and a skilled hand, never by drift.

Deciders: the members, by vote under the Bylaws. Advisors: formation counsel, securities counsel, and an accountant for the cooperative-corporation tax mechanics.

The siblings come under a V3 trust. Before formation, all of the following must be true: more than one community is operating; the standard agreement corpus is versioned and stable enough to steward; the trust's purposes are drafted to carry the six invariants in full; the jurisdiction is elected on counsel's analysis of purpose-trust duration and enforcement law; and minimal permanent administration is funded.

Deciders: the members. Advisors: trust counsel. This transition is exploratory and binds no one; the specification states it so the conditions are visible long before they are met.

General transition rules

T-G1

A transition must be proposed in writing, deliberated by the members, and adopted by vote under the amendment and decision procedures of the governing documents then in force. Adoption is the visible human act the Lexicon defines; no transition may be effected by board action alone, and none by an instrument at all.

T-G2

Before a transition proceeds, an invariant review must confirm, in writing, that all six invariants remain satisfied in every vessel after the transition. Each finding in the review must carry its anchor: the citation to the founding instrument, bylaw, or agreement that grounds it. A finding without an anchor does not stand. The review is part of the record.

T-G3

Assets and agreements moving between vessels must move as recorded events citing the instruments that authorize them, with provenance intact, landing in the records of both the sending and the receiving vessel.

§5 · The record

Record and portability requirements

The connective tissue between vessels is not goodwill; it is the record. These requirements make INV-6 operational.

R-1

Each vessel keeps its own record. A shared grammar of resources, events, and agents keeps the records interoperable, so the several books read as one system, and any figure in any of them is a tally a member can recompute.

R-2

Agreements travel as versioned instruments with their signatures and standing attached. An agreement's history in one vessel must be reconstructible from another vessel's record of receiving it.

R-3

The walkaway must be rehearsed on a regular cadence: export the record, stand fresh infrastructure from the public repository alone, restore, and verify the result against the original. The commons already rehearses this weekly and has run it live. A transition under this model is a walkaway pointed at a new home; the model treats migration of the record as practiced routine, not leap of faith.

R-4

A new community should adopt the stewarded standard agreements and record grammar rather than improvise, so that the pattern does not degrade in transmission. Grafting is the model for joining: deliberate, decided, and recorded. Local adaptation is expected; divergence from the invariants is not adaptation.

§6 · Conformance and change

How this specification is read, tested, and revised

A vessel conforms to this model when all six invariants are satisfied in its founding instrument and its practice, and when any transition it has undergone met its readiness conditions and left the required events in the record. Because every figure is a tally and every event is kept, conformance is checkable by reading, not by trusting: a member, or eventually the V3 trust, can recompute any claim from the events beneath it and walk any finding back to its anchor.

The specification itself changes by the same discipline it describes. Revisions are versioned (MM-0.3 and onward), proposed in writing, and adopted, if ever, by member vote. The invariants are the exception: this model offers no procedure for weakening them, and a future document that did so would be a different model, not a revision of this one. That asymmetry is deliberate. Everything else here is scaffolding that should bend to what the members learn; the six promises are what the scaffolding is for.

One sentence, if you keep only oneEvery entity is a vessel, every promise is an invariant, every transition is a readiness condition, and nothing migrates without its record.

MM-0.2 is a theoretical specification prepared for member deliberation. It is not adopted, not a governing instrument, and not legal or tax advice. Its sources are the cooperative's formation record and working archive; its terms align with the Lexicon; its plain-language companion is at /legal/maturity-model/; and the governing documents it would sit beside are at /legal/.