A New Way of Building Community Capital, Allocating Shared Surplus & Developing A Conducive Context For Placed Based Wellbeing
by Joshua Malkin, Mark Drewell and Sebastian Parsons
‘A commons  is a way to express a very old idea—that some forms of wealth are foundational to the wellbeing of life and belong to all of us; and that these community resources and connections must be actively protected and managed for the good of all.’
FROM ENTROPY TO SYNTROPY
Nature has a lot to teach us about design. In nature, systems that are unable to dynamically distribute energy and resources to where they are needed either evolve or die; systems that are unable to effectively conserve existing value are inherently unstable.
New thinking in biology and complexity science suggests that some of the most resilient forms of organization are self-organising, distributed networks, which create conducive, self-replenishing contexts in which diversity can flourish. Equivalents in human terms might be described as interdependent socio-economic civil ecologies – new responsive, meta-institutions that optimize the conditions for well being.
We argue that philanthropy and s necessary ultimatelylasting, sustainable human flourishing and that human organizations, whether market driven or otherwise, need to take a synergetic evolutionary leap that can build additional value over the long term. Put another way, swithin a dysfunctional system will always be sub-optimal compared to that changes the contextual landscape.
New forms of systemic stewardship  – beyond state intervention – are needed that can change the market in a way that invests in shared value so that social and natural capital are protected and continue to grow automatically within it, rather than continually being degraded by it. We outline here one proposal as to how we might do so.
s alegal structure, a Commons Equity Society offers a t, that has the potential toon-goingly and local civil society organsations who are increasingly competing for a shrinking pot of money with an ever increasing number of charitable projects
It[based upon hard wired social feedback or obligation loops] builds upon previous forms of common ownership by “programming” companies to ioriginal As such, it offers one answer as to how we might use the market to design an institution of systemic stewardship.
Significantly, the Commons Equity Society also introduces a completely new intermediate civic layer from which systemic change can be mobilized and scaled at the local and regional level.
- Core Benefits
- & Call To Action
WHAT IS COMMONS EQUITY & A COMMONS EQUITY SOCIETY?
Commons equity comprises assets that are neither publicly nor privately owned but held in trust for community benefit in perpetuity. A Commons Equity Society is a prototype design for a community wealth-building network that owns, governs and stewards commons equity for community benefit.
It comprises a network of mutually owned, employee-run, self-governed, mature, for-profit companies that fund and accumulate community-owned income, capital and assets, thereby transforming companies and businesses into engines of social change.
The Society also includes and shepherds a coalition of smaller socially responsive organisations such as charities, voluntary organisations and start
It uses the surpluses of employee managed, for-profit, companies to resource the communities they are a part of, unlike a Building Society that uses the savings of individuals to fund the purchase of individual assets.
A Commons Equity Society achieves three things within the market and without government intervention.
- It de-commodifies equity (community benefit ownership models have no shareholders which prevents the sale of profitable or asset-rich companies)
- It separates surpluses (that would otherwise be allocated to shareholders), from ownership
- It provides mechanisms to fairly and intelligently distribute such surplus for community benefit
In doing so it offers the possibility of a new choice, which at the same time can protect entrepreneurial legacy and provide resources for civil society by sharing income and assets in a new way. Its architecture offers an innovative design for a new institution to build commons capital and shared wealth.
A NEW KIND OF COMMUNITY OWNED UTILITY
A Commons Equity Society is effectively a community-controlled utility whose purpose is to consciously build community wealth – a purpose, which currently is neither a function of the market nor the state.
It can be thought of as a social enterprise network, administered by a community development corporation (the umbrella organization), with a mutual banking arm (a development fund) which together function as a collective community wealth management system for the purpose of distributing surplus to the community through a Foundation established under charity law.
Uniquely, through its development fund, it builds capacity to capture assets and surpluses of companies outside its network, thereby having an internal mechanism for growth and expansion – of its assets and distributive power for community benefit.
It is a new form of meta-organization which in a single step can deliver a whole new system – of finance, ownership and distribution – by opening up and funding a new space for civil society and social enterprise between the state and the market to build ‘common‘
HOW IT WORKS
accrue in the mutually owned business network and according to the legal architecture of
- A third to the employees (as for creating the wealth – the cial side effect” profit in each company members across the network)
- A third to a business development fund (for purchasing new companiesexpand the network- like an internal mid-tier investment banking service) and
- A third to the host communities that the members are a part of (to invest in people, shared assets, civil society voluntary sector projects and land to deliver
a context for human flourishing) life– enhancing
A small proportion of the surplus is kept back [up to a maximum of 10%] to fund the governance structure and necessary communications functions required for the effective operation of the umbrella structure that manages the relationship between the organisations within the network and the development fund and to enable complete transparency to the Society’s members.
SOCIAL IMPACT WITHIN THE MARKET
For example, if a local Equity Society were able to acquire companies with an annual surplus of £3million, this would enable £1million to be invested every year in that community.
further £1million a year would
be used for
of the network through purchasing further companies new companies to
expand the network and
a further £1million in bonuses could be distributed to employees on a yearly
This would begin to change our culture of scarcity into one of abundance and alter the perception on the part of customers and employees of the original purpose of enterpriseto use our gifts and capabilities to other’s.
Over time, communities could invest in land for food and housing, in schools, in community services and facilities, in environmental conservation schemes, in new social enterprises, in apprenticeships, training schemes or educational bursaries, in additional health centres or whatever is seen to be a priority for the community by the membership.
purpose is ‘asset locked’ into the legal structure of the organization . The [SP2]
Commons Society architecture of distribution enables the
acquisition of more and more companies so the network gradually expands th us developing
as a community development corporation through an economic ecology that build s
assets owned in perpetuity by the society’s members and legally committed to
building a generative context for people and nature. Because the companies
in the network remain separately managed legal entities, the failure of one
cannot bring the whole mutual network down. [SP3]
Built into its
constitution are legal mechanisms
called purpose locks and asset
locks of both ownership and distribution that ensure that the
Commons Society’s assets cannot be sold or co-opted by the state and that surpluses are
invested for the purposes intended. The Society retains authority over Directors core
remuneration (through negotiated
when companies join the network)
but otherwise gives all power to run the separate individual companies (including the
right to fail) back to the company’s employees. [SP4]
In the past almost every town and region had a Building Society – usually named after it. Our vision is to develop a similar network of Equity Societies.
Let us imagine a Commons Equity Society with upwards of 25 companies in a town, a series of towns, a city or a region.
The Commons Equity Society model is different from most other ethical social enterprise models in that :
- It is a system rather than a single entity
- It is a naturally expanding self-organising network
- Like a building society it is controlled democratically by its members who include not only employees of its core companies and their families, but affiliated local people not employed directly through its companies, start ups and voluntary organisations who get to vote on how surplus is distributed
- Locally it creates loyalty to the Society’s companies offering a natural competitive advantage to them and an enabling context for local start ups
- At scale it creates a parallel system within the system enabling a generative local economic and social context by making local for-profit companies engines of social change
- As it does so it mutualizes an expanding sector of the local or regional market rather than a single company nudging external companies towards ethical and social enterprise initiatives
- Its members [rather than companies or their boards] control a significant proportion of the surplus made by the companies within the network
- This allows the community to invest in local people, local places, local services, local land and local assets thus offering communities resources that otherwise would only be available via philanthropy or government policy or taxation
- The values and general purposes for which surpluses are democratically directed can be written into the legal constitution of each Commons Equity Society through a Purpose Lock
- It provides important opportunities for further significant systemic interventions such as curating the retail offers in the high street of a local town and thereby ensuring the community rather than rent seeking property agents determine the retail options of local consumers, as well as mutualizing land around urban settlements for organic food production, agroecology, environmental education and skills training thereby influencing the quality of food, food prices and the distance it travels.
- By buying and mutualizing companies it protects existing jobs, local skills and assets that entrepreneurs have already built up locally, which otherwise would be lost or at least threatened by a free market sale
- Instead of entrepreneurs selling up when they leave or retire from their business, a Commons Equity Society allows entrepreneurs not only to be paid their due, but to leave an on-going, surplus-producing legacy for their community in perpetuity through its unique hybrid legal structure,
- The Commons network becomes a directly democratic mini ‘local authority’ within the state without taxation, thereby reducing the necessity to influence central government policy in order to maintain the wellbeing of local people.
- It offers a new level of agency, local sovereignty and democratic wellbeing by enabling and motivating a more active democracy
- In doing so it constitutes a naturally expanding micro model of a wellbeing economy and governance system that can be scaled within the existing system
Through the legal institutionalization of values of care, collaboration and community wellbeing into the way communities organize themselves a Commons Equity Society constitutes an ethical, systemic evolution.
Because values of mutuality and care are integrated into the structure, the logic of a Commons Equity Society naturally orientates towards a long-term human-centred approach. Whilst this is significant we recognize it is not completely unique.
What is unique is that it develops a localized democratic framework that has real influence and real resources, which arise neither from tax nor philanthropy, that draws all members of the community together towards shared purpose focused on accumulating value rather than accumulating capital which is so often accomplished at the expense of degraded places, nature and civil society.
Fundamental is the balancing of power. The system provides structural limits to the acquisition of personal power. Surpluses cannot be taken by any self-interested or benign central authority but legally must be distributed in a way that is hard-wired into a democratic distribution structure that balances social growth, economic health and cultural vitality.
The Commons Equity Society gives up its resources to its three virtuous dimensions of contribution, investment and community wellbeing in equal measure so all elements of the system may be sufficiently resourced to be powerful and effective but so that no part may be better resourced, more powerful and become master over the others
companies will be bought into the first Commons Equity Society?
There is huge overlooked value and untapped potential in the integration into a new mutual architecture of what already exists – the unspectacular, regular, viable businesses that profitably deliver what people want on a daily basis in towns and cities across the country.
day, almost everywhere, business owners, who have successfully built a living
decide it is time to retire or simply do something
else. At that point, for the most part, they have
only one option – to exit the business
that they have diligently spent many years creating and to abandon their staff,
who they have painstakingly trained, and to sell the business knowing it will be
run in a
with the risk of
broken up or even
aim is to offer a different choice to
retiring owners by building a fund that
buy for-profit businesses, give
them back to
the employees already running them and
then distribute the surpluses according to the
architecture built into the constitution of the Commons Equity Society.
in the logic of the market, entrepreneurs need to be rewarded for their efforts
in building their company and for some it doesn’t matter who buys them
out. But we
want to give retiring entrepreneurs the
opportunity of leaving a legacy to
their community as well as being rewarded
for their efforts. It is often not in employees or
the community’s interests for companies to be sold to new owners who may not
have the same values
and local connections.
A fewall or a part of .Swould
The selection of which companies to purchase in the first instance would be the subject of diligent research by a skilled team, be dependent on funding and good will and the specific circumstances of which companies were available at the time.
2. How will money be raised to buy the first
before the first self- replenishing network is established?
The Commons Equity model requires only one of two things to make it happen.
willing company owner/owners to bring their company into the commons by way of
gift or through payment from
future income flows fromthe business itself
- A fund being made available to buy the first companies from willing sellers irrespective of their interest in the commons. There are several sources from which such funds might be made available.
The legal structures are available, no permission is required from government and we would be using the present system’s own mechanisms to build a new system from within.
Is there an Implementation Strategy?
We envisage a 3 stage initial implementation strategy :
- Raising funds for the legal drafting of the Commons Equity Society constitutional template and for a short animation video to explain the model
- Applying for seed funding to establish a skilled team to bring the concept to second stage fruition
- Creating a new website and to develop a membership community to support the process
- Identifying potential SME businesses that are interested in securing their legacy by becoming part of a Commons Equity Society structure
A major element of this that we are seeking to pursue is to pingingartnering withother organisations committed to transitioning baby boomer owned companies into employee ownership following the model operated by Project Equity in the USA and 4purpose.co.uk which is an associate of our team 
- Appointing a company acquisition and finance team to identify, dialogue and negotiate the first company purchases with enterprise owners
- Establishing an
secretariatand communications team for the support, development, management and transparency of the network
Issuing a bond prospectus and video to raise funds to buy larger companies
- Bringing on board a well known major charitable foundation with expertise in the governance and distribution of substantial grant monies[SP7]
- Launching publicly the first Commons Equity Society to demonstrate proof of concept at a regional scale
Is there an existing example of a Commons Equity Society?
The different individual elements of the jigsaw that it takes to put a Commons Equity Society together already exist.
Individual mature employee owned social enterprises, the facilitation skills of transitioning companies into employee ownership, social and environmental capital accounting skills, the facilitation skills for collective and transparent decision making as in citizens assemblies and holocracy, and the legal design ability to draft the necessary constitution required for the umbrella mutual aid structure.
What is missing at present are the funds to legally draft a pilot constitution and purchase the first companies.
as such, but the original project that was the inspiration for it is thriving. Stockwood
Community Benefit Society is a 185 acre
biodynamic farm and business park that offers 5% return to investors. You can see more about it
and a short video about it here: https://stockwoodcbs.org/
Stockwood CBS is one part of an embryonicin Worcestershire that is waiting to be expanded and formally constituted. Currently we have no’‘within the project ewider and as yet iformally drawn up d
However we are currently looking for partners – that might be able to bring capability and resources to the table to establish a legally constituted fully functioning model.
7 & INVITATION
believe that a Commons Equity Society is an un-controversial, practical, yet game-changing economic architecture of
systemic stewardship that can take for-profit companies
out of private
ownership and the shareholder-value
ecosystem into one that delivers fairness and community wealth as a matter of
course. At scale it could change the landscape
or a region by developing a parallel, mutual zone within the market.
We need a new basis for systemic economic change – one
that can not
only reduc e the increasing inequalities of wealth
that are destabilising our democracy but that has the potential
to gradually change the local economic landscape and beyond.
We assert that some of the biggest breakthroughs are to be found through new forms of collaborative civil ecologies that offer systemic solutions capable of social impact as an automatic outcome of economic activity.
We believe the logic of such or similar organisational innovation is both inevitable and compelling but whilst the capability to implement such an evolutionary shift is already with us, as yet the will to invest in such collaborative systems is not.
If you share our vision and you have expertise or suggestions relevant to establishing the first fully operative Commons Equity Society or you are an entrepreneur who would like to discuss legacy issues of your business, in the first instance please contact:
Joshua Malkin 07494 460699 or email: firstname.lastname@example.org
 The ‘Commons’ can be
thought of as
the shared value – all the things in nature, communities, the
public space and civil society – that
provides and supports an enabling
context for human flourishing from which we all benefit and which
we are duty bound to protect, extend and develop for
the wellbeing of present and future generations.
 ‘Systemic’ refers to a
systemwide design that connects
the parts of a system together and regulates them in a way that maintains
functionality of the system as a whole. It often does so by circulatory flows
and feedback loops whose function is
‘invisibly’ operated through integral mechanisms embedded in the system to
sustain it. These crucially influence the outcomes, equilibrium, resilience,
longevity and nature of a whole system.
 Organisations with expertise and capability of transferring businesses into employee ownership in the UK include:
[SP1]The problem with “employee run” is that is a particular way of governing a company, and we are more flexible than that. We might encourage that approach, but we don’t depend on it. What matters here is that the company is self-governed, ie the CES can’t take over.
[SP2]This paragraph is mostly a repeat, consider deleting…
[SP3]Consider moving to an FAQ section or appendix.
[SP4]Consdier moving to FAQs or appendix. eg Oversight of remuneration; transparency; companies can go bust; almost all company ownership structures can be arranged to fit the CES
[SP5]Consider moving to an FAQ section or appendix.
[SP7]I’m deleting this because we are innovating a new way of distributing money as well. This is the Elysia Health model, which is based on 3 independent collaborative activities: centres, funding and expertise. These innovations will transform public service… (but we can’t talk about everything at once).