entreprenership is a good thing The world moves forward by finding new ways of creating value. Entrepreneurship leads to massive value creation. Lets do more of it. Startups are the best way to finding new ways of creating massive value. They move society forward by finding and distributing new ways of doing things.


want more entrepreneurship by reducing barriers by reducing costs by making it easier to collaborate


a new model for early-stage venture creation open-source-style remote async collaborative venture creation platform for MOOS: massive online open startups blend of: github, producthunt, quickmvp, angellist, kickstarter, YC, toptal, opencollective proto-ventures - can start work, collaborate, track value without barrier of incorporation (cost, equity decisions, etc.) dynamic equity - collaborate easier - don't need to find 'equal co-founders' to start venture - can "try people out" with minimal long term risk - go further without cash - allow for having minor contributions, which in 'fixed equity', would have to be in cash (ex. having an artist do $1000 worth of work; how could give shares?) - deal with uncertainty / "life" - enable more people to be entrepreneurs - make it possible for to do a small contribution for equity (ex. $500 worth of voice recording for a video game) - allow for people working FT or PT with "nights and weekends" to spare to contribute standard legal agreements & structure - reduce barrier of cost of making - reduce barrier of time to negotiate - make easy to contribute to multiple ventures b/c all follow the same rules standard corporate structure (partnership; partnership , etc) - make it possible to do dynamic equity without tax issues - make it possible to do proto-ventures community - access to talent - advice - emotional support network - cheerleaders - early users web app - assist in all tasks common to all VentureHub ventures - contribution tracking - project management - communication - standard tool, makes easy to cross-collaborate - integrated (rather than 20 disparate tools) - open-development (community can keep improving) venturehub on venturehub - dogfooding - those who benefit from venturehub can contribute

Venturehub 101

All ventures on VentureHub have the same Standard Agreement that governs the interactions between ventures, shareholders, stewards, contributors, VentureHub and HoldingCo. Ventures have stewards, contributors and shareholders. When a venture is started, the creator is the sole steward and contributor. A steward approves people to be contributors, and negotiates a compensation model (typically, shares/hour). Contributors earn shares based on the market-equivalent value of their contributions. At certain times, a venture may make a distribution. Ventures can start tracking contributions and having work done, without incorporation; at some point, they may choose to incorporatae but still follow the same rules.

Stories from the Near Future

Raf & Co. (Bloom) continue with their ventures get a few more people involved maybe raise money for some ventures, or continue bootstrapping Joe, Mike and Sarah want to start an app-dev consultancy run and manage it on VentureHub they each spend different amounts of time on various projects Mike eventually leaves, Steven joins; no issues Azadeh, an industrial engineer, wants to commercialize her health-care models for use in hospitals she posts on VH, finds several developers and designers and works with them she finds a sales person but after 5,000$ of work, she decides not to work with them any longer she's able to develop the MVP without sending any cash (100,000$) after a 50,000$ successful sale, she buys back some shares seeing their potentials, Brad invests 250,000$ by sponsoring 50% of future work Alice, a UX designer at BigCo, spends her weekend contributing to her friend's startup on VH Brie, a graphic artist, occasionally makes logos and graphics for VH ventures, in exchange for shares Kat, a corporate lawyer, spends 2 days/week working with various ventures on VH, in exchange for shares John the accountant offers VH ventures his bookkeeping+accounting services for 50% cash 50% shares Zach, a cybersecurity developer, works FT with VH ventures, identifying and patching issues and getting "paid" in shares

What if...

Next-72 incubator has their entrepreneurs cross-collaborate on VH post-program, new ventures continue to be created; alumni involved FutureVision Venture Studio uses VH to manage its operations raise money most work done by their own team with occasional contributors from the broader community some of which become full-time contributors Heroku offers VH ventures up to 500$/mth in hosting in exchange for shares Jason, an angel investor, offers a "fund" to subsidize 20% of work on select VH ventures Alex, an angel investor, invests in Francois, subsidizing 20% of all his work on all ventures on VH

Structure and Entities

VentureHub is the software platform and community on which Contributors collaborate across Ventures. All Contributors and Ventures are bound by the Standard Agreement. A Venture can be in one of two types: Proto-Venture and Incorporated-Venture. Proto Venture Typically, a Venture starts of as a Proto-Venture. This can just an idea. Start Collaborating and tracking time. why? to allow for people to start collaborating on ventures without needing to incorporate (avoid financial cost of incorporation; accounting and filing obligations), "holds" the IP Incorporated-Venture dual structure partnership & corporation partnership when a venture does a distribution, and a shareholder of that venture succesfully participates, ShareHoldingCo facilitates the transfer of shares back to the venture and cash to the shareholder Venture Partnership Venture Corporation a Canadian Corporation a party to the Standard Agreement

why dual structure?

Corporation Partnership Partnership -> Partnership+Corporation
Starting Costs - high burden for very-early stage ventures (ideas)
cost of incorpoation, name finding; annual filing
+ easy to start
no need to register, just start working (when interacting with customers, should register for a name)
+ easy to start
no need to register, just start working
Liability + limited liability
liability limited to assets in corporation
- unlimited liability
across all partners (including personal assets)
+ limited liability
when liability becomes a concern, spin out corporation to limit liability to assets in corporation
Taxation of Dynamic Equity
- each grant of shares requires FMV calculation and immediate tax event for receiver of shares
+ no tax on change in profit-sharing ratio
- all partners must pay tax on end-of-year profits, even if kept in venture bank accounts
+ no tax on token grant (just a change in profit-sharing ratio)
+ only corporation pays tax on end-of-year profits
Other - limited number of private shareholders + unlimited partners + unlimited contributors

Raf's Personal Story

At some point in my childhood, I'm not quite sure when, I realized that one of my main drivers was "be valueable to others". 'value' is a funny thing, because you can actually 'create it', seemingly out of nothing eventually, askked myself: how can i maximize lifetime value creation? entreprenruship & startups offered a way aka. for-profit high-growth ventures frustrations: (a) existing startup industry focused on "picking winners" vs. trying to increase odds for a given founder or startup the startup industry 'works' insofar as it has a positive return on VC capital. Not every year. Not every VC. And, more often that not, it doesn't beat the market. But, it is recession proof, and that's why it plays a role in finance. from the point of the entire ecosystem, and certainly from the point of some lucky VCs, the economics work: 1/100 unicorn investments can more than make up for the middling performers or complete duds. it's unicorn farming. but, from the point of view of the farmer, it's about getting a chance to look at the most amount of reasonably promoising maybe-unicorn (ie. deal-flow) and trickling money throughout it's not much about "how can I best help each unicorn succeed" the economics for investors are not the same as the economics for the entepreneur capital inluences the strucutre of the ecosystem; existing ecosystem is not structured to increase the odds of every entrepreneur and startup, but to increase the odds of the fund / ecosystem as a whole I like to say that the startup industry is 'built on the backs of failed entrepreneurs' ...the 95% who failed... who never get back the time and personal savings they put in (b) "fixed equity" is broken ie. 50/50, cliff, vesting have to find partners ...willing to work equally hard ...contribute equal amounts ...for an extended period hard to find given those requirements big commitment -> high threshold for trust life happens, things change "Alice is willing to do UX design on weekends, for equity; how much equity is that worth?" (c) makes sense to work on multiple ventures early stage: who knows what will work? low certainty / "high risk" why do investors diversify? why shouldn't entrepreneurs? ā€œmulti arm banditā€ investment problem whose solution is: explore and increasingly exploit => venture studio bootstrapped b/c venture studios in 2013 were not really a thing b/c didn't have the social-capital to raise different financial needs, different bootstrapping abilities needed an equity model to support this expected benefits shared overhead everyone always working on highest value impact unexpected benefits much easier to compare ventures, than evaluate in an absolute less "my baby" syndrome easier to walk away from underperforming venture patience => serendipity, wait for better timing ex. Braid, PenyoPal, Rookie project burnout => move to next project, maintain novelty BUT... things moved slowly (as expected) bootstrapping slows you down working on multiple projects slows you down odds aren't still great for us as individuals (not enough at-bats / deal-flow) every time I'd go to the movies, credits roll, and see the hundreds of people that came together to create the experience I jst sat through... and it made me feel like shit. b/c, how can I, and my two friends, ever make something massively valuable. need more people. (now of course, movie-making is a mature industry, and the major players have a 'formula' and there's a lot of capital involved; lots of parallels to draw between the movie industry and startpu industry; so perhaps, in this analogy, I was an indie-film-maker, and needed to scrape my way to a first movie, prove my chops, pull together resources for a bigger project, rinse, repeat, and eventually be at the helm of multiple blockbusters) what would the world be like if people who wanted to work on something valueable together could just say 'yes', without having to worry about 'how to split the proceeds fairly', 'what if the other person leaves after a while'

The Standard Agreement

term used to collectively refer to the set of legal agreements that all VentureHub ventures, shareholders, stewards and contributors must follow. It is effectively a "Partnership Agreement" / "Unanimous Shareholder Agreement" / "Set of Bylaws" Being the same is very important; to allow for contributors to easily contribute to multiple ventures without having to 'read the fine print' every single time. Set the same expectations for all ventures.


venturehub-inc (future: venturehub-community-motion)

amend Standard Agreement
evict a venture
venture does not lose IP is given an export of data removed from platform basically, "forced" to take the action of "leave venturehub"

For the following group, they are supersets of each other, ie. higher in hierarchy can make motions lower in hierarchy

  • tokenholders collectively (supermajority)
  • tokenholders collectively (majority)
  • board (supermajority)
  • board (majority)
  • two stewards
  • steward

tokenholders collectively (supermajority)

(quorum: TODO, threshold: 2/3+1, w/ conflict-of-interest provisions)

*includes 'non-voting'*

"sell, lease or exchange all or substantially all of its property outside of the ordinary course of business"
exclusive sale of IP
sale of significant assets
voluntary liquidation and dissolution
(incorp) sale of corporation
(incorp) changing articles of incorporation (corporate name, shares, etc.)
approve new venturehub agreement
leave venturehub platform

voting tokenholders collectively (majority)

(quorum: TODO; threshold: 50%+1; w/ conflict-of-interest provisions)

appoint a new steward
remove a steward
issue bonus to specific tokenholders
change scope of venture
all other resolutions
(AGM) appoint auditor, or waive appointment
(AGM) approve financial statements
(AGM) elect stewards
(AGM) elect steward as treasurer
(AGM) elect steward as secretary

board (supermajority)

board (majority)

two stewards

incorporate venture


(w/ conflict-of-interest provisions)

issue a distribution
perform a token split / bonus
negotiate contract w/ contributors
approve contributions
challenge contributions
take on expenses
negotiate contracts w/ external providers
making other cash payments
taking on a loan


propose a tokenholder motion



A venture with excess cash may make a Distribution to Contributors. A distribution can't be made if the that would make the venture insolvent. The only process through which a Distribution can be made is via a Share Buyback Auction. (Distributions only apply to incorporated ventures)
In traditional companies, early-stage companies rarely make distributions (because they operate primarily from investor funds, are not profitable for many years, and pay salaries to employees and executives). VentureHub ventures, on the other hand, depend on the sweat-equity of Contributors, and so, Distributions are akin to "paying to employees" and happen frequently in the "early-days" (ie. pretty much any time the Venture has some revenues).
for stewards: up to you to decide how to balance paying for future expenses, compensating future contributors and rewarding past contributors
for tokenholders: Cash received from distribution should be declared as income on your personal taxes.
Mechanics: - preconditions for Disbursement met - resolution to make a Disbursement - Venture announces a buyback - declares a certain amount of money on offer - this starts the auction period - declares a certain datetime at which the auction period ends (must be at least 7 days in advance) - all tokenholder must be notified via VentureHub tokenholder messaging - dutch auction is held online - corporation issues a dividend to the partnership - may be less than original declared amount (if total tenders are less than original declared amount) - partnership distributes dividend based on auction results

Token Buyback Auction

aka "Modified Dutch Auction Tender Offer" How it works: - during the auction period, tokenholders submit anonymous tenders of [$ amount, # of tokens] - a tokenholder does not have to submit any tenders - a tokenholder can submit tenders for only some of their tokens - a tokenholder can submit multiple tenders, (across all tenders, limit of tendering the # of tokens they have) - when the auction period ends, the distribution is calculated as follows: - the bids are ordered by '$ amount / # tokens', in ascending order - to determine the purchase price... - start with the lowest priced tender and multiply that by the amount of tokens tendered at that price - if that total value does not exceed the offer value sum,use the next step up in price and multiply that by the amount of tokens tendered at prices at or below that price - continue until either the max price is met, or the value exceeds the offer value sum See also:


Why buybacks instead of dividends?
Buybacks allow for tokenholders who don't need or want cash to opt-out in a 'fair' way. Since tokens are exchanged for cash, the token price remains constant. Whereas, opting-out of a dividend is a net loss for those who opt-out. Allowing for contributors to 'keep money in the business' is good for the venture. Also, buybacks allow for decreasing # of tokenholders over time
Why not other forms of buybacks?
We wanted a single form of buybacks (less to learn for stewards and contributors) and dutch-auctions are tried-and-true and economically efficient for the venture (ie. the venture gets the most it can out of the buyback) while motivating bidders to bid truthfully (ie. what they thinkg the shares are worth).
Won't this mean that shareholders with the means to 'hold out' have an advantage?
Only an "advantage" if you assume there is zero risk in keeping shares.
What happens if shareholders "conspire" during auctions?
Ex. everyone decides to bid the same large amount of $ / share, thus each only losing one share. This "failure mode" of a Dutch auction is effectively "it becomes a dividend", which is not a big deal. Also, even if shareholders conspire, each conspirator is still incentived to break away from the conspiracy (ex. by bidding slightly less than the conspired amount, and take it all for themselves).


most governance related matters are to be done remotely and asynchronously via the venturehub platform process: - informal proposals and discussions - formal resolution - vote over 14 days - quorum and thresholds based on the motion voters can abstain voters w/ conflict-of-interest on the motion must abstain

Amendment Process

The Standard Agreement needs to be a living document, to adapt to oversights and future needs of ventures. But, also want it to be standard across all ventures. Thus, need a process to allow for evolution agreement in a way that contributors feel safe. To start, the agreement gives VentureHub Inc the sole right to make changes. We plan to make changes through an open community-consultation process. Proposals will be made online, with discussion open to all contributors to any VentureHub venture. Polls will be used to help inform decisions As we learn what process works best, the process will be formalized and the authority abdicated to a democratic process (ex. to an independent committee elected by the community, or, online referendums, or something else). Worst case if venture dislikes changes, can leave VentureHub.


Proto-Ventures - not incorporated - legal/IP held by VentureHoldingCo - follow Standard Agreement - agreement and process in place nearly identical to Incorporated Venture why exist? to allow for new ventures (ex. just an idea) to immediately start tracking shares and have contributors without the need to pay for incorporation, etc. (most early stage ventures will get nowhere) many ventures may take months or years before they have income


When must a proto-venture incorporate (ie. become an Incorporated-Venture)?
ASK-LAWYER can do of their own volition at any time (but, someone has to pay $, etc) probably: when they want/need a bank account, raise money, file taxes


aka. spin-out, "graduation" when a venture goes from being a proto-venture to an incorporated venture (ie. from a paratnership, to a parternship+corporation) currently, allow for corporations: BC Corporation (recommended) no minimum % of Canadian citizens Ontario Corporation minimum 25% of directors need to be Canadian citizens or PR Canadian Corporation minimum 25% of directors need to be Canadian citizens or PR considerations: require to have a mailing address within jurisdiction

Dynamic Equity Overview

Dynamic equity is a away of allocating equity to venture contributors. In traditional "fixed equity" agreements, founders of a new venture typically divide the initial shares equally (ex. 50:50) and "give up" parts of their equity to investors over time. In dynamic equity, founders and other contributors start at 0 and "earn" equity over time. Frameworks like Slicing Pie provide more details about how to do this fairly (ex. "slices" are earned based on the market-equivalent cash value of the work of the contributor; cash investments have a 2x preference, etc.). Why is dynamic equity preferable to fixed equity? - makes it much easier to start a venture with non-equal contributions (ex. one part time founder; one full-time; one full-time but paid a small salary) - better deals with unexpected changes (ex. founder needing to leave because Life Happensā„¢) - mitigates venture-killing founder "break-ups" - makes it easier to give significant equity to early employees (possible also to continue with this model forever --- similar to a worker co-op) - makes it possible to involve short-term contributors for equity (ex. a $5,000 logo design) fixed-equity: on day 1, grant tokens between founders (ex. 2 founders, 50:50) cliffs and vesting problems: typically make a fixed split at point of highest uncertainty guessing at future value contributions difficult to change later "life happens" dynamic-equity: grant tokens over time for 'sweat equity' and other contributions, as they are made benefits of dynamic equity: - don't need to have fixed and equal expectations at start - framework for pricing actual contributions fairly (ie. market-rate-comparable) - life happens, can adapt fairly - can "compensate" minor contributors w/ equity principle: what you put at risk : your share of the reward what you put at risk : market value equivalent 2x multiplier for cash rationale: (from slicing pie) cash is harder to come by cash is post-tax; labour is pre-tax issue: 'cycling money shenanigans': scenario A: work 1 hr for $100, get 100 slices net: 100 slices, -1hr scenario B: invest $100, get 200 slices work 1 hr for $100 pay (taxed at individual's tax rate + HST; tax expense for corp) net: (assuming 15% tax rate for indiv and corp) 200 slices, -15$, -1hr; corp: 15$ tax credit Under DE, equity is 'earned' through 'work actually done', not, 'future potential work'. dynamic equity can be seen of as a 'mental trick' instead of thinking about 'pie as 100%, and giving away percents' as the pie grows; instead, it's 'pie starts at 0; we grow it together' importantly: contributors understand that 'they are contributing over time to keep increasing their share' (vs in fixed equity, where they "get 30%" and might "lose it" if they leave early)

Token Interest

Every month, on the first of the month, all tokenholders earn 0.5% in bonus tokens Why? to account for early-stage-risk to account for 'time value of opportunity cost' motivate keeping tokens rather than cashing out (amount was chosen to approximate return of equity on stock market, 0.5% monthly = 6.16% annual)

Splits / Global Bonus

Occasionally, typically at most once a year rarely, a venture may peform a token split; increasing the percent of outstanding tokens by a certain percentage, equally to all tokenholders (effectively granting 'bonus interest' to all tokenholders). Why? continue with practice of 1 token = 1 market-equivalent-dollar but, account for change in risk of venture generally: 100$ in first year of venture =/= 100$ in third year, when venture is profitable A split would typically happen upon certain milestones being reached (ex. break-even, net-even, after a priced investment round) Incentives: too aggressive bonus, you alienate future contributors people that cashed-out within a certain period before "bonus", should have option to undo? (or at least, the way it's applied is based not on "tokens as of Dec 31", but, rather, tokens as of Jan 31, Feb 28, etc...) (and/or, rule: no auctions X months before bonus announcement)


But what about incentivizing major contributors?
DE still allows for a major upside. Major contributors still own a significant percentage of a venture. DE provides a way to determine that percentage fairly between major contributors, and between major and minor conatributors, and in a way that better handles changes. Under DE, contributors are always incentivized to make further contributions, both to (a) grow their share of the venture, and (b) to increase the value of their shares (by increasing the value of the venture). With fixed equity, once a contributor finishes vesting, there's a significant discontinuity in their incentives.
Why no cliff? Why no vesting?
The main problem that cliff and vesting provisions address for fixed-equity agreements is 'what if a major contributor leaves early'. Under DE, the answer is: they keep the tokens they 'earned' to that point, and after leaving their shares get diluted over time, in a 'fair', restricted, non-arbitrary way.
So a contributor still gets to keep shares even if they've left the venture?
Yes. Fundamentally, we believe that work done deserves to be recognized. It's really about expectations. Under FE, because founders typically start with an equal share (of say, 33% in a team of three), then there's an expectataion tht they all contribute the same (and this tends to push towards 'full time, for at least 5 years'). DE allows for more fluid expectations: if the three founders all work equally for 5 yyears, their shares will be similar as with FE, but, DE makes handling changes easier (ex. 'Partner 2 needs to switch to part-time after 2 years') and including more contributors, as the venture evolves, in a fair way.
What stops someone from making up the time they spent, or greatly inflating it?
This problem exists with cash-based contracts too. As a Steward, when starting to work with a new contributor whom you don't trust, you can start small and increase trust over time. We suggest: - start with project-based contracts, with clear expectations - start with short time commitments (ex. 5 hours) The most likely conflict is for a new contributor too takes longer to perform some task than a Steward expected (ie. not a lie, just a mis-estimation). In that case, the Steward can renegotiate the rate going forward or stop engaging that contributor in the future. For work done up to that point, the Steward can: - buyout out the contributor with cash (within a 3-month window) - let them keep the tokens (which shouldn't be a big deal, because of limited rights of minority stakeholders; and dilution) For extreme cases, where a significant fraud is committed, the Steward can seek arbitration, or have the issue handled by existing criminal and civil law relating to fraud.
What if Alice is 'slower' / 'less effective' than Bob (say, at mobile app development)?
This problem exists with cash-based contracts too. Stewards are free to negotiate contract terms with contributors, which allows for different contributors doing similar work to be allocated tokens at different rates (ex. a Senior Developer at 150 tokens/hour, vs. a Junior Developer at 50 tokens/hour). Notea that all contracts and all token grants are visible to all contributors, so, Stewards can expect some pushback if rates are significantly out-of-sync. In the given example, if Alice underperforms Bob, either 'give Bob a raise' or 'renogotiate Alice's compensation', or, help train Alice, or keep things as they are if everyone is happy. If someone regularly performs below expectations, you can adjust the compensation, or stop working with that person.

Dynamic Equity in Practice

Ventures are likely to go through phases: 1. No income all contributions 100% shares 2. Early Income Contributions at mix of 0 - 100% shares (at whose discretion?) Distributions to past contributors (at whose discretion?) 3. Break-Even Income all contributions 100% cash although, even mature corporations still give ā€œstock optionsā€, could just do that with shares, ex. 5% of market rate is always in shares shares effectively ā€œfrozenā€ 4. Profit! and Distribution start making regular Eistributions shares decrease DISCUSS when a corp starts making money, are there restrictions on paying new contributors vs old ones ex. companyX has had 100k of contributions from 20 contributors they have earned 20k revenue recently could: a) distribute funds to past contributors (ie. current Shareholders) through a buyback (steward's discretion; any time) b) start paying > 0% of new contributions as cash DISCUSS past contributors might feel unfair, may be better to just say: keep doing 100% shares, and do regular buybacks c) pay back past expenses (ie. loans) d) pay for some future work "outside of VentureHub" (contractors) e) pay for some future expenses (ex. server costs) f) force buybacks for some 'unreliable' shares g) buyback other shareholder shares DISCUSS do we allow this? probably only via shareholder-collective vote (to avoid nepotism) DISCUSS what's allowed? who has the right?ASK-LAWYER in theory, avoiding new cash shares is 'best use of money' b/c of cash multiplier -> conflict-of-interest rules apply to steward -> no "distributions" to shareholders, if liabilities > assets
nepotism? (A and B screwing over minority C) DISCUSS expenses as debt or equity? ACTION: taking on an expense

Differences from Slicing Pie

no default 'leaving' penalty 'slicing pie' assumes that initial contributors are all 'founder' level, and working part-time+ can be negotiated via contract? Slicing Pie is a dynamic equity structure by Mike Moyer. Very similar. "Convergent evolution". In Bloom, Raf&James had been iterating on dynamic equity model several years before discovering Slicing Pie. TODO


conflicts happen


step 1: third party attempts to influence two parties to resolve problem between themselves attempt 2: third party makes a judgement / decision whoever is mediating, cannot have direct shares; (except venturehub's shares) focus on evidence give time to both sides make use of 'non-violent communication'?

VentureHub Software Platform

Software to help support all the activities of VentureHub community Analogy: github:open-source; venturehub:startups Purpose: To allow for externalizing of all work related to venture development To facilitate async, remote + drop-in workflow (ā€œcollaborative cultureā€) Find each other (founder matching), motivate each other TODO Have state of all possible features, and, whether to have them as core, integrations, or external Organize these with one column as "venture jobs to be done" Ex meeting minutes ā†’ wiki flows log tasks for a venture add a new venture TODO identify flows TODO see github, fitocracy, patreon, for inspiration on community management


architecture would want to have a good module system, b/c lots of potential extensions that ventureHub could provide also want to make it easy for people to contribute braid is a good inspiration "base" that supplies db, routing, etc. many modules that provide functionality (And expose their own integration points) "approach" do the 10% of work on each 'feature' that brings 90% of the value don't try to please everyone - design for our processes MINIMUM contribution/share tracking (ie. harvest, can mark contributionn as 'estimated' can mark contribution as 'retroactive' store 'valid time' and 'logging time' immutable (clearly indicate edits (who/what-changed/when)) allow for user to set a preferred currency, and see tokens auto-converted legal management auction management contracts formal resolutions + voting when voting checkbox to acknowledge of 'sound mind' could specify: no alcohol, drugs, whatever limit do you self-classify with conflict-of-interest (+ details) do you think someone else does? (who / what) indicate publically which individuals have power-to-bind for the venture 'audit log' of all activity todo/task management (ie. asana, trello, github issues) my tasks (today, this week, later) team tasks posts/messages when posting, can tag post to set "ACL" shareholders, stewards, contributors, followers allow users to easily "follow" a person allow users to easily "follow" a venture inbox (ie. asana task inbox, braid, github inbox) filterable by venture, activity-type venture page short description (w/ links to other stuff) activity feed members user page avatar short description (w/ links to other stuff) ventures activity feed venture directory member directory contact info for partners activity emails (in particular for people following updates) contributor approval, "sign agreement", contracts shareholder/board stuff notifications proposals maybe: see loomio for inspiration stages: (see Integrative Decision Making @ Holocracy) draft questions reactions amend & clarify voting w/ consent (ie, yes, consent, no, abstain) voting list of shareholders and shares (including contact info) articles, bylaws dates of stewards; contact info of stewards accounting records SOONISH motions and votes expense tracking (+ accounting) way to message all shareholders way to hold an official vote way to do a distribution steward approve contributor (w/ rates set, contract) community forum (ie. discourse, braid) meta discussions misc discussions community wiki (ie. notion / wiki) shared emails (ie. front) unstructured wiki (ie. notion, google docs, wikipedia) could be just "collobarative notes" with loose linking (ie. evernote) taggable (esp. with TODO) easily search structured wiki ex. business canvas, customer interviews, customer journey (ie. QuickMVP, Bloom Notebook,,, a lot of accounts very costly on google investments EVENTUALLY 'brags' (help indivudals/team maintain brag documents) related to "idonethis" style task bounties user voting on features (ie. crowdsound) simple websites (ie. quickmvp) shared secrets (ie. 1pass) bank account file storage (ie. dropbox, box, google docs) version control, etc. (ie. github) prepaid visa card incorporation annual filing accounting (ie. quickbooks) taxes (ie. taxtron corporate) customer support crm product cohort analytics tools to facilitate advice process group decision making (ie. loomio, 1:1 chat / call / video / share (ie. "networks", ex. for "bloom" or for "next canada" "coops/consortium/studio" (ex. bloom) where all hours work by consortium members are "mixed" with the consortium "raf worked 5 hours on braid (via bloom)" allows for hedging / blending

Contributor Guide

This section is a guide for potential contributors and eisting contributors.
Difference from working or contracting for traditional companies: - being "paid in equity" instead of "paid in cash" it's better to think of it as "I am investing in a venture, with my time instead of cash" equity isn't an IOU (an "IOU" is a debt, which gives you certain rights) equity is getting a "slice of the pie", if it's worth anything just because you get shares relative to your market rate as part of the dynamic equity system, you shouldn't expect that they will be worth that much if and when you get a distribution. there's a chance your shares may be worth more than your market rate, or close to it, but most likely (because startups are hard) your shares will be worth less than your market rate or completely nothing startups are a very risky investment, so, only invest what you're willing to lose - as a contributor, you will be a shareholder and have certain rights tokens aren't 'received'; just a form of accounting 'receive tokens' really more 'are allocated tokens' before contributing, check outstanding tokens and work log
Different 'classes' of contributors: Steward Autonomous Contributor Limited Contributor Inactive Contributor


Can I trade or sell my tokens to someone else?
Can I force the venture to pay me for my tokens?
How can I get actual money for my tokens?
Tokens can "become cash" when: 1. a venture makes a distribution 2. a venture is sold 3. a venture is closed and liquidated A venture can make a distribution when it has excess capital, and when the stewards or tokenholders decide to make a distrubtion. In the early days of a venture, a venture may have excess capital from investments, but the stewards may decide to keep the funds in the venture, to cover future expenses. Eventually, a venture may start to make revenues, but it's likely still not net profitable, and the venture is required to cover existing debts and expenses before distributing to tokenholders. Even if the venture makes a profit, stewards may decide to keep the funds in the venture, to cover future expenses.
When do I pay taxes?
You pay taxes when a you receive a distribution.

Steward Guide

How to inspire contributors, keep people motivated & productive?

ex. Physical meetups / activities Virtual meetups / activities Physical co-location Virtual ā€œofficeā€ Remote Pairing on Work together

Venture Management Responsibilities

yearly filings: taxes other filings: name registration annual general meetings: TODO accounting: TODO


TODO provide resources / advice on how to incorporate

Compensation Advice

General principle of: "market equivalent compensation", ie. "what would the competitive market rate be if one were paying in cash?" Also: stewards and contributors can negotiate. the Standard Agreement doesn't restrict here, can be flexible.

Similar Models

these are just suggestions / guidelines Full-Time Annual Salary long-term expectation; target hours/week expectation protections against termination / leaving and for-cause / without-case (bonus?) Part-Time Hourly Rate Contractor Weekly / Daily / Hourly purely 'at-will' Sales Commissions Royalties Retainer Priced Contract / Task Bounty Performance Bonuses for hitting milestones, good work, long-term sticking-around TODO read through Slicing Pie again and pull some further advice


Should a contributor be compensated the same amount for all types of work, or a standard rate?
Up to the steward and contributor to negotiate. For minor contributors, who are doing very disparate tasks, this may make sense. (market comparable: treat as contractor with seperate contracted tasks). Also worth considering 'bounty based compensation'. For major contributors (say, 20+h/week), probably logistically simpler to have a standard rate (market comparable: a full-time employee).
What are market comparables based on? Full-time and consulting rates widely differ. As do the rates for SF vs say, Eastern Europe.
Short answer: it's up to the steward and contributor to negotiate. There is no "VentureHub standard web developer hourly rate". TODO research how remote companies deal with this and provide advice
Do the initial founder(s) get a bonus? (ex. for coming up with the idea)
In general, no. "Ideas are a dime a dozen." "It's all in the execution." but, some IP (stuff that could be patented) could deserve a share-based royalty
Are stewards compensated extra? ex. With a monthly bonus.
In general, no. A Steward does have extra work to do, but they can track their time and contributions for their stewardship-related work, like any other contribution.
What about roles that aren't typically "hourly". Ex. sales?
Sales roles are often commission based. With dynamic equity, this can still be achieved, just grant/log shares based on the sales amount of the commission. Venture can also choose to just pay the amount.
one full-time person (say 40h/week) is worth more than two part-time people (say 20h/week) each how should the compensation reflect that? shouldn't a "founder-level" contributor get more than contractors? ex. a 'steward bonus'?
What about projects that have had previous work done before they joined VentureHub?
general advice: try to come up with a fair market-value equivalent, as if you were following the model previously (ie. estimate time worked; money spent); then, log contributions accordingly


Incorporated Venture
Dynamic Equity

For Relocation

These snippets should be relocated elsewhere


Why 'stewards'
The 'directors'/'executives'/'managers' of VentureHuub ventures are called "stewards" to set the expectation that they are serving the collective interesta


Does VentureHub own the ventures on VentureHub?
Are VentureHub ventures subsidiaries of VentuerHub?
All ventures on VentureHub follow the same agreement, but they are all independent entities, and can leave the platform and change their agreement anytime (if their contributors agree to). In practice, VentureHub Inc. is a minority non-voting tokenholder


What if steward approves a friend as a contributor, but then starts approving time for no work.
Steward is effectively commiting fraud. Also, not upholding their responsibilities.


Can anyone join any venture?
No, stewards must approve. Some ventures may be more open to new contributors than others.


Is a venture stuck on VentureHub forever?
No, there is a process for leaving. At some point, a venture may 'grow out' of the standard agreement and need to make bespoke changes to its legal agreements or structure; at which point the venture can decide to leave VentureHub and make whtever changes it wants (ex. amalgamating the partnership and corporation into just a corporation)


Are VentureHub ventures "co-operatives"?
Strictly speaking, no; VentureHub ventures have a hybrid Partnership-Corporation governing structure, not a Co-operative structre. Also, one of the defining features of co-operatives is the idea of 1-member:1-vote, wheareas VentureHub venture governance is more akin to 1-share:1-vote. But, philosophically, they are similar to co-operatives, particularly, "
worker co-operatives
". VentureHub ventures are effectively "worker-owned" (in our terms, it would be "contributor-owned"). Contributors in VentureHub ventures have a significant stake in the business, resulting in very different dynamics and expectations vs. having "investors, founders vs the rest"; hence why we call our managers "stewards" not "executives" or "founders".


Can ventures have their own bylaws which override VentureHub bylaws?
In v1, no. We're erring on 'homogeneity" between ventures, and would prefer any necessray changes to go through the community ammendment process.


Why not 1 vote / contributor?
1 vote / contributor is what 'cooperatives' do, but, we think it increases the trust required to bring in a new member, and thus, adds friction to collaboration (particularly, in the early stages of a venture when there are few contributors). The particular danger is of
"meat puppetry"
/ "vote stacking", where a contributor can recruit (and if a steward, approve) several new contributors for the purpose of influencing a decision in a particular way.


TODO identify what data is shared w/ whom TODO data purging process (gdpr) a Contributor to a Venture - sees the names anyone with shares held by ShareHoldingCo - sees the total shares per Venture held by ShareHoldingCo

VentureHub Inc.

VentureHub Inc... - is the corporation that brought VentureHub (in the broader sense) into being (create the legal & software, bringing initial users, dogfooding), and continues to supports its existence and foster its growth. - owns the IP of the VentureHub Software Platform - hosts, operates and continues development of the VentureHub Software Platform - for now, has authority over amendments to the VentureHub Standard Agreement (the plan is to transition to a community based process) - does NOT own the IP of any of the Ventures (except VentureHub Inc. itself, b/c VentureHub Inc. is on Venturehub)


How does VentureHub Inc. make money?
- charges $50 tokens / active month / venture (SASS-like, but tokens; only when there is activity in a given month on a venture) - charges a small percent transaction fee (0.5%) on all distributions


Bloom is a venture studio out which VentureHub evolved. Several years ago, a few of us got together with an idea to create a bootstrapped venture studio, ie. an organization where several entrepreneurs could explore potential startup ideas and flesh them out collaboratively. While creating the venture studio, we had to figure out the corporate structures, legal agremeents, equity model and supporting tooling to enable us to work collaboratively. We made lots of iterations based on our experiences. We enjoyed working in the way we created and we realized we could expand our processes beyond our team and create a platform where others could operate as we were operating -- a 'decentralized' venture studio -- and so we came with VentureHub. --- Bloom is a bootstrapped venture studio, where entrepreneurs, designers and developers collaborate across multiple startups. We believe it's better to have N people collaborate across N startups in parallel than for individuals to work independently. Occasionally we collaborate on consulting work for external clients. Remote-first (since before COVID). Async. Self-allocation. We use dynamic equity for all of our ventures. ---- In a future where VentureHub exists, what is the role of Bloom? We plan for Bloom to be a 'studio' on VentureHub, ie. a semi-formal affiliation of contributors that follow certain practices and tend to work together on the same ventures. Also, Bloom provides additional support to related ventures and entrepreneurs: - bank account to accept revenues (particularly for bootstrap consulting projects) - accounting and taxes - cash for minor expenses - google apps (custom email domains, etc.) - web app hosting - socialization - work pairing


purpose of bloom: to maximize the lifetime value creation of our members by supporting their entepreneurial endeavors (also: a lot of modern jobs suck; want freedom) we aim to create scalable ventures, that create value for their users we seek to create value first, and figure out how to capture enough of it to grow we prefer to focus on how to create more value rather than how to capture more value we aim to create long-term self-sustaining ventures, not ones that "sell" we lament all the ventures that are sold, only to flounder under new managment we'd probably be doing things as non-profits, but we see for-profit as a powerflu way to incentivize capital to accelerate the impact of a venture we bias towards software based ventures, because of our expertise, and their ability to start with sweat-equity, and scale with low capital clojure (programming language of choice) advice process your time is yours to allocate don't commit others to a commitment without their approval distributed decision making / delegated authority discuss what should be done, but, at end of day, each person chooses what they will do co-operative remote externalize everything meetings -> public notes, videos reading, thinking -> public notes async processes

The Advice Process

Anyone is allowed to do anything, they should just get advice from others before acting; who should be asked for advice, how many people should be asked... "scales" with the magnitude of the intended action act in good faith for the good of the organization consider reversability (a decision can be easily reversed) conseqeuence (small consequences) particulary: asset expenditure conflict-of-interest "that which affects all people must be approved by all people" do anything, except if there's a specific rule against it three levels in practice: individuals just do it (safe-to-fail) seek advice seek consent (from everyone)