Decision Making Matrix
One of the most important questions in any organization is: who decides what? At Subvert, we've built a governance structure that distributes decision-making across four groups: the Co-op Board, the Corp Board (same elected representatives as the Co-op Board), the Co-op Membership, and Co-op Management - depending on the nature and significance of the decision.
This matrix is a reference guide for how that works in practice. It uses four terms consistently:
✓ = this group has final decision authority
"Consult" = this group must be meaningfully consulted before a decision is made
"Informed" = this group is notified of decisions
"Propose" = this group brings recommendations forward but doesn't have final authority
Not every decision requires the same level of involvement from every group. Day-to-day operational decisions sit with Management (Worker Members). Significant financial and strategic decisions require Board approval. Decisions that affect the fundamental structure of the cooperative (like mergers, dissolutions, Bylaws changes, require member votes. The matrix below shows where each type of decision lands.
| Decision | Co-op Board | Corp Board | Co-op Members | Co-op MGMT | Notes |
|---|---|---|---|---|---|
| Product Strategy | Consult | Consult | ✓ | Management decides within budget | |
| Platform Design | Informed | Consult | ✓ | Management has decision authority with member input | |
| Platform Policies | ✓ | Consult | Propose | Co-op Board approves user policies | |
| Terms of Service | ✓ | Consult | Propose | Co-op Board approves platform Terms of Use | |
| Payment Policy Changes | ✓ | Consult | Propose | Co-op Board approves - same process as Terms of Service | |
| Privacy Policy Changes | ✓ | Informed | Propose | Co-op Board approves material changes; 30-day notice required for significant updates | |
| AI Policy Changes | ✓ | Consult | Propose | Co-op Board approves; member input required given deliberative origin of this policy | |
| Community Standards Policy | ✓ | Consult | Propose | Co-op Board approves; Management proposes and implements | |
| Fee Structure | ✓ | Consult | Propose | Management consults with co-op membership and the co-op board approves | |
| Platform Fee (0%) | ✓ | Consult | 0% is a founding cooperative principle; any change requires Board amendment and member consultation | ||
| Rights Reserve Rate | ✓ | Informed | Propose | Co-op Board approves | |
| Annual Budget | ✓ | ✓ | Informed | Propose | Both boards must approve budget |
| Profit Distribution | ✓ | Consult | Informed | Co-op Board determines distribution or reinvestment of profits | |
| Executive Pay | ✓ | Propose | Annual process | ||
| Capital Expenditures >$50,000 | ✓ | ✓ | Propose | Both boards for significant spending | |
| Capital Expenditures <$50,000 | ✓ | Management decides within budget | |||
| Fundraising Strategy | Consult | ✓ | Consult | Propose | Corp Board leads fundraising decisions |
| Fundraising Approval | Consult | ✓ | Informed | Propose | Corp Board leads fundraising decisions |
| Ownership Points Distribution | ✓ | Facilitate | Outlined in Ownership Assembly policy | ||
| Co-op Bylaw Changes | Propose | ✓ | Board proposes, members approve | ||
| Corp Bylaw Changes | ✓ | Corp Board approves its bylaws | |||
| Member Agreement Changes | ✓ | Informed | Propose | Co-op Board can amend | |
| Annual Goals | ✓ | ✓ | Informed | Propose | Both boards align on objectives |
| Executive Performance Review | ✓ | Annual process | |||
| Executive Hiring/Firing | ✓ | ✓ | Both boards for executive decisions | ||
| Staff Hiring/Firing | Informed | ✓ | Management handles staff decisions | ||
| Board Nominations and Elections | ✓ | Facilitate | Members nominate and elect board | ||
| Content Removal Decisions | ✓ | Delegated to Cooperative Moderation Panel; operates under Community Standards Policy and AI Policy Section 1.7 | |||
| Cooperative Moderation Panel Composition | ✓ | Consult | Propose | Co-op Board establishes Panel per AI Policy Section 1.7(b); members represented across all classes | |
| Approving Artist Members | Designated Staff | Delegated | |||
| Approving Label Members | Designated Staff | Delegated | |||
| Approving Worker Members | ✓ | Current Bylaws: Board approves following 6-month candidacy period. | |||
| Suspending Members (temporary) | ✓ | Delegated with Board oversight | |||
| Expelling Members (permanent) | ✓ | Propose | Democratic with affected class consultation | ||
| Reinstating Former Members | ✓ | Propose | Democratic with affected class consultation | ||
| Partnerships & Sponsorships | ✓ | ✓ | Consult | Propose | Both boards approve major partnerships |
| Sale of Corporation | ✓ | Shareholders | Consult | Both boards approval | |
| Acquisition Offers (<50%) | ✓ | ✓ | Consult | Boards decide after structured member consultation including town halls, surveys, and documented response to feedback | |
| Acquisition Offers (≥50%) | ✓ | Members have final decision with board recommendations for major/controlling stake sales | |||
| Merger | ✓ | ✓ | ✓ | All stakeholders must approve | |
| Repurchase of Investor Shares | ✓ | ✓ | Informed | Propose | Boards approve repurchasing Class B shares of the corporation from investors, returning more ownership to the Co-op |
| Dissolution of Co-op | ✓ | Informed | ✓ | Board proposes, members approve | |
| Major Litigation | ✓ | ✓ | Informed | Both boards for significant legal action | |
| License Agreement Changes | ✓ | ✓ | Informed | Both boards must approve changes; must consult with SAFE holders | |
| Changing This Document | Approves | Proposes/Consulted | Propose | Changes may be proposed by members or management; approval process follows the same governance rules as the decision being modified |