Handle
with Care

Operating Agreement

This document represents Handle with Care Collective, LLC’s Operating Agreement, a legally binding contract that all members must sign in agreement in order to join the Collective. Upon joining the Collective, each Member will add their name to the list of signatures at the end of this Agreement.

Company structure

The Company’s name is Handle with Care Collective. For the purposes of this Agreement, it is also called the “Company”, the “Collective”, or “Handle”.

Handle is an LLC structured as a collectively owned cooperative. LLC is the abbreviation for Limited Liability Company. Structuring the Company as a cooperative means that this Agreement contains provisions that establish democratic governance and an equitable way to distribute earnings. Structuring the Company as collective means that this Agreement contains provisions that establish non-hierarchical, consensus-based decision-making.

“Limited liability”

We organize into a Limited Liability Company to help protect members from financial burdens of the Company. Members, generally, will not be responsible for paying off Company debts and expenses, except in cases of bad conduct, or in cases where Members distribute too much money to themselves, leaving the Company without enough money to pay its obligations.

Members

In this Agreement, a Company owner may be called a “Member”, “Partner”, or “Owner”. All changes to this Agreement must be recognized and approved by every Member of the collective. To demonstrate their approval, members will approve the proposed changes on GitHub. All changes to this Agreement must be proposed via a GitHub Pull Request, and approved by every Member before being merged.

Other rules and policies

In addition to modification of this Agreement, Members can adopt other rules and policies, as long as those policies do not contradict this Agreement. These additional policies should live in this GitHub repository, alongside the Agreement.

Making decisions and taking actions

The Collective does not and will not have employees. Instead, all Members of the Collective are also Owners of the Collective, and they do not have unilateral disciplinary, hiring, or firing power over any other Member. The Members intend to avoid treating anybody else like an employee. People that will work long-term for the cooperative generally must be converted to Members. When the Collective makes a decision by vote, every Member has one – and only one – vote.

While the Collective remains small, most actions will require a unanimous vote by all Members. Actions that require unanimous consent from all Members include:

• Inviting additional Members to join the Collective
• Modifying this Agreement
• Signing a contract with a new client
• Sending a formal quote for client work
• All one-time expenses exceeding $100, or recurring expenses exceeding $100 per year
• Approving the Collective’s dissolution

Other actions may additionally require unanimous consent. In general, if an action may affect the financial obligations or membership composition of the Collective, it should be proposed for a vote among the Members.

Additionally, a Member may only be expelled from the Collective via a majority vote of the Members, excluding the Member in question.

Any recorded approval from a Member may be considered as a consensus vote. This includes messages and emoji reactions on Slack, emails, and meeting notes.

Each Member has (and must always have) influence over their working conditions, their areas of work, and the Collective’s overall direction and strategy.

Daily operations

Every Member must contribute to and participate in tasks required for the continued operation of the Collective. Members will share responsibilities, such as managing bill payments and payroll, engaging with clients, organizing work, and scheduling meetings. No one Member will have a permanent operational responsibility assigned to them. Instead, Members will share and rotate these responsibilities. If a given Member finds themself the only one skilled in a particular task, they will commit to training others in that task.

Records, information, and accounting

Records of important strategic and operational decisions made by Members will be logged in the handlewithcarecollective/decisions GitHub repository. All Members will have access to this repository, and decisions require unanimous approval via GitHub code reviews to be added to the repository.

Additional policies and rules will live in this repository, alongside the Agreement.

All Members will have access to the Collective’s financial accounts, DocuSign account, Google Workspace, and all records maintained therein.

Members will be reimbursed for expenses made in the Collective’s name only if the expense is approved by unanimous consent of the Members.

Finances and payment

One of the organizing principles of Handle with Care is that Members should be paid directly for the value that they provide. Unlike in most conventional companies, each Member of the Collective will be paid the full sum for any revenue obtained by the Collective due to their work.

Compensation will be determined by time committed to client work, and the rate that a given client has approved. This means that each Member will be paid equally per hour for a given contract, regardless of role or title; one Member’s work does not have more value than another’s.

Available hours will be offered to Members with the relevant skills in order of hours currently worked, ascending. For example, if a contract calls for 10 hours of Engineering work, those hours will be offered to an Engineering Member only working 10 hours per week before being offered to an Engineering Member already working 30 hours per week. Our goal is to provide an opportunity for Members to contribute equally to the Collective, up to the amount that each Member wishes to contribute.

Members are not required to work any particular number of hours to maintain their Membership.

Members share operational business expenses evenly, and it is in the Collective’s best interest to keep recurring business expenses to a minimum.

The Members must pay federal and state taxes on income, including quarterly taxes, if necessary. Members must treat all allocations, including those within the Handle Capital Account, as income for the purposes of tax reporting. Unless or until the Members decide otherwise, the Collective will report taxes in the same manner as a partnership, using IRS Form 1065.

At the end of every year and before March 15, the Collective will give each Member an IRS Form K-1, to help the Member pay their taxes.

When a Member leaves the Collective, any funds belonging to them in the Handle Capital Account will be distributed within one month.

Similarly, if the Collective is dissolved, funds will be paid out in the following order:

1. The Collective will pay all debts to non-Members
2. The Collective will pay all debts, loans, and guaranteed payments to Members
3. Any remaining Capital Account funds will be distributed evenly to current Members

Successors

This Agreement is binding on successors. The present Agreement is and the terms and conditions contained herein apply to and are binding on the Members’ successors, assignees, executors, administrators, beneficiaries, and representatives. This applies even of those successors did not sign this Agreement.

Signatures