The co-op's structure
Draft. The co-op's bylaws are not adopted yet. Until they are, the structure below is a draft and binds no one.
How Clear is put together: the entities, who holds what, how members and regional councils take part, the co-op and Holdings boards, and the five reserved matters. The public version is on The co-op and Clear Capital.
The entities
Two balance sheets that never touch. Housing is on one side: land and contributed property. Money is on the other: deposits, credit and loans.
A separate company with its own board, and the only place outside investors sit.
The co-op owns everything in the tree except the foundation. Members hold no shares in Clear Capital Holdings, and outside investors sit only there. How ownership of Holdings is divided between the co-op and outside investors is not settled yet.
Who holds what:
- Members hold the structure (the house), bought down through an Equity-Lease Participation Agreement and ending in a Clear Deed.
- The land is held in common by members, through the co-op. Selling it is a reserved matter.
- Contributors of property hold shares in Clear Properties, pro rata, on the same terms as everyone in the pool, Clear Capital's own position included. There is no preferred return anywhere in the stack.
What backs what:
Savings sit in the savings vault, which has no way to lend them. Money a member chooses to deposit in the lending pool on Earn is different: the pool lends it to fund members' card credit (The lending pool).
Who decides
Policies and reserved matters are different things. A policy is what a board sets, and what the next board is free to unset. A reserved matter is written into the structure and cannot pass without the co-op, whoever else sits on the board.
Members
One vote each, not by balance. A bigger balance does not give a member a bigger say. What makes someone a member of the co-op is set by the bylaws, which are not adopted yet. How membership is recorded in the apps today is in Membership and the co-op.
Regional councils
Residents govern their own place, through one council per community. Each council's chair goes up to the co-op board, through the Delegate Assembly.
The Delegate Assembly
One third of the co-op board is delegated from the councils. Each community delegates its council chair. The share is a fraction rather than a number so that it holds at any board size: three of nine seats, four of twelve.
The co-op board
Elected by members, and member-only. What protects a member is written here, and it is not up for negotiation with anyone outside the membership. It has a chair. The number of seats is not settled yet.
The Holdings board
Clear Capital Holdings has its own board of seven, fixed by kind:
Member-only.
Its own company. Its own board.
The two co-op seats belong to the co-op class, and the two investor seats to the financial class. Investors hold these two seats and none on the co-op board.
Neither board can quietly become the other. That is the reason there are two.
The five reserved matters
None of the five can pass without the co-op, and none can pass on a Holdings vote alone. At Holdings they belong to the co-op class.
“We never sell the land.”
A board reverses it in an afternoon.
“We never sell the land.”
It cannot pass without the co-op.
- 1.Selling land
- 2.Diluting members
- 3.Amending the purpose
- 4.Replacing the manager
- 5.Related-party deals above a threshold
An example: a motion to sell the land is put to a seven-seat vote, which goes four to three in favour. Written as a policy, it passes. Written as a reserved matter, it is blocked.
The related-party threshold is not settled yet.
The protocol
The contracts are open source and held by a foundation nobody owns. The source is public under AGPL-3.0. ClearLabs is paid to maintain it today, and is deliberately not the only party that could. If governance diverged, the co-op could fork the source; because it already funds the maintainer, it has the capability and not only the right.
The structure is not enforced on the chain. The contracts know an admin, operators and members. Boards, councils, seats and reserved matters are not on the chain. Admin of the deployed contracts sits with the Ops Safe, a multi-signature wallet; how that works, and how to check who can sign for it, is in On-chain authority. The Command Center records the co-op's decisions; it does not enforce them (The Command Center).