Part of our solutions framework — The Catalist Platform · OMNI-Mapping · Global Commons · Field Notes · Our Operating Model
Most operating agreements are inherited by default. Ours was written deliberately — as legal architecture that separates ownership from governance, and profit from purpose.
Before we built anything, we spent years inside the recurring friction of collaborative work: organizations that formed with shared purpose but fractured over ownership; contributors who gave generously but had no structural standing; funders whose capital came with governance strings attached whether anyone intended it or not.
What we heard, again and again, was a structural problem masquerading as a cultural one. People blamed trust, personalities, and misaligned values. But the deeper pattern was simpler: conventional corporate structures conflate three things that should be distinct.
"Most companies are designed to maximize extraction — concentrate ownership, prioritize short-term returns, and treat mission as secondary to liquidity and growth. We chose a different path."
When you conflate ownership, governance, and profit sharing, any disagreement about one becomes a dispute about all three. The Collaborative Operating Agreement — the COA — was built to pull those three things apart.
In most organizations, whoever holds ownership also holds governance authority — and determines who receives surplus. This bundle makes sense for extractive businesses. It's actively harmful for mission-driven, multi-stakeholder work.
In conventional structures, ownership determines everything. Capital in means control out. This creates an implicit hierarchy: those who put in the most money hold the most power — regardless of contribution, care, or commitment to the mission.
In the COA: ownership exists for legal and accounting purposes. It does not determine authority over decisions or distribution of value.
When governance is tied to ownership, it creates fear-based operating dynamics: founders hoard authority to protect the mission; investors assert control to protect capital; contributors disengage because they have no real standing.
In the COA: governance flows from stewardship roles, lived participation, and demonstrated care for the mission — not from equity percentage.
When surplus distribution follows ownership, it creates misaligned incentives — capital gains regardless of mission fidelity, while those doing the actual work depend on goodwill rather than structure.
In the COA: profit sharing is governed by reciprocity, transparency, and predefined caps. Surplus circulates back into the ecosystem.
The principles below aren't policy statements or values posted on a wall. They are legal architecture — written into the Collaborative Operating Agreement and binding on the organization, its stewards, and its investors.
Decision-making authority is held by those who steward the work — not those who own equity. Stewardship is earned through contribution, responsibility, and demonstrated care for the mission over time. This creates space for broader participation while preventing extractive control dynamics.
Governance is designed to decentralize as stewardship capacity grows — so leadership can mature beyond any one founder while the core principles of the system remain intact.
The organization exists to serve a long-term regenerative mission. There is no exit intent. The structure is designed to prevent pressure toward acquisition, speculative sale, or decisions that compromise mission integrity for short-term gain.
The full COA runs to ninety pages. The mission lock is not buried in clause 47 — it is the animating principle of the entire document.
Capital participates without controlling — through Investor Participation Units that allow returns without governance leverage. Surplus is designed to circulate in ways that sustain the ecosystem, honor contributions, and support long-term resilience.
Stewardship equity recycles back into the mission over time rather than accumulating across generations. Value keeps moving in service to the work.
The principles that distinguish Catalist aren't policy statements. They're legal architecture.
The COA did not emerge from an afternoon brainstorm. It was the product of deep listening to the recurring failures of collaborative organizations — and then patient legal design work to encode something different.
We worked with attorneys who specialize in cooperative and stewardship structures. Every clause was interrogated: not just what it says, but what behavior it creates under pressure. Because the test of any operating agreement isn't how it reads in good times — it's whether the structure holds when things get difficult.
The result is a document that could stand alone as a governance framework — and has been reviewed and adapted by others building similar structures.
Meet the people who built itThree things conventional companies conflate. We separate them intentionally — creating different authority, different accountability, and different flow for each.
The COA creates a different relationship for everyone who participates — funders, contributors, and the broader ecosystem each interact with a structure that is designed to support rather than extract.
Funders participate as stewardship partners rather than owners seeking control or exit leverage. Capital can receive returns through defined participation mechanisms, but governance authority remains mission-aligned and role-based.
This creates a structure where financial support strengthens long-term infrastructure without creating pressure toward acquisition or extraction.
Read the full COA primer for fundersContributors can participate meaningfully without needing traditional equity ownership. Recognition, participation, and economic flow are tied to active stewardship and contribution — not ownership percentage alone.
Early stewardship, intellectual property, and ecosystem-building work can be acknowledged through structured reciprocity mechanisms without turning every contribution into debt.
Meet the people stewarding thisThe COA is designed to help build durable shared infrastructure that can evolve across generations. Rather than concentrating wealth and decision-making power, it supports distributed stewardship and mission continuity over time.
Governance is designed to decentralize as stewardship capacity grows — so the work can continue long after any one person has moved on.
The full Collaborative Operating Agreement runs to ninety pages. That level of precision is necessary — the details of how governance thresholds work, how investor participation units are structured, how stewardship equity recycles — all of that matters when things get tested.
But we also believe the operating logic should be legible to anyone who wants to understand how Catalist works. We've written a shorter overview — the COA Primer — that walks through the core principles without requiring a law degree to follow.
If this resonates with how your organization thinks about structure, we welcome conversation — not to consult, but to compare notes and explore what collaboration might look like.
If you're building something that requires a different kind of structure — or funding something that deserves one — we'd like to talk. Not a sales call: a real conversation about what we've learned and whether it applies to your work.
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