A cooperative of the companies that do the work

Independent technology companies that buy together and sell together. Edano is owned by its members and incorporated under Dutch law as a coöperatie U.A. Almost everything on this page follows from that one fact.

Two people at a table working out a diagram in a notebook, laptops beside them.

Buying together

Bought centrally, not one by one.

Selling together

One contract towards the client.

One contract

Edano signs with the client and takes the dull half: paperwork, invoicing, tender forms.

A network behind it

Everyone delivers their own part, from their own company. Nobody pretends to do all of it.

What follows from that

These are not decisions the founders made. They come with the legal form, and a cooperative that skipped them would not be one. They are here because they are the part people most often assume is negotiable.

The members are the owners

There is no shareholder above the membership. Who does the work owns the thing that carries it.

Work is offered, not handed out

Every assignment goes to all members at the same moment. A cooperative may not steer work to a favourite; it has to put it in front of everyone.

The proceeds follow the work

What you contributed that year determines your share of the surplus. Not turnover, not hours and above all not capital.

The cooperative signs, not the member

It is the contracting party towards the client. That is what lets a member of six people stand behind a contract that a client of six hundred can sign.

Liability stops at what you put in

The U.A. stands for uitgesloten aansprakelijkheid: members do not answer for the debts of the cooperative beyond their contribution.

How work reaches you

Seven steps, and the order is the point. Nobody can favour a member halfway, because the tender is already out before anyone knows who will deliver.

A request comes in

From a client directly, or through a member who cannot carry the work alone.
We work out what is actually needed

Before anything goes out, the requirement is written down: scope, conditions, what has to be delivered.
The members see it

The requirement is discussed with the membership. That is also where it becomes clear whether this is work Edano should take on at all.
An internal tender goes out

On the member portal, to every member at the same moment. No pre-selection, no phone call beforehand.
Members make their offer

You state which part you can deliver and at what rate. Taking part is your own choice.
The consortium is assembled

The winning combination of offers becomes the delivery team. Best offer per part, not the oldest or the largest.
The client decides

The offer goes out, the client says yes or no. After any adjustments, the work starts.

Members may also apply for one assignment together. One condition: as soon as two or more members share it, invoicing runs through the cooperative and not through their own companies. That is what gives the client one point of contact instead of three invoices.

How the price is set

What the members ask for their part

A margin

A risk premium

What the client pays

So you set your own rate. Edano does not price over you. What you contribute and when is set out in the pricing policy, before you apply.

Where the client comes from

Straight to the cooperative

A client comes to Edano, through a tender or through sales.

Through a member

You bring in work that is too large to serve on your own.

Edano signs, and the members deliver their own part

That second route is the point. This is not about the clients you already have. It is about the work you currently have to let go because you cannot carry it by yourself.

What we chose ourselves

The legal form leaves plenty open. What follows is what the founders propose, and it is where Edano differs from the next cooperative. This is also the part you can still have an opinion about.

A proposal, not yet adopted. No articles of association yet. The members and the notary adopt them at incorporation, and that is where every exception and every deadline goes.

How much support a decision needs

One member, one vote, regardless of turnover or capital contributed. That is the sharpest difference with a limited company. What differs per decision is not who votes but how many have to agree.

A simple majority

50%

Admitting new members, which technology Edano offers and everything not on the other list. The day to day of a cooperative should not need a special majority.

Two thirds

67%

The legal shell: changes to the articles, merger, conversion, dissolution. Everything that changes what Edano is rather than what it does.

At least half has to show up

A vote only counts if half the members are present. That is separate from the threshold above: a two-thirds majority of three people is not two thirds of the membership.

The foundation above it

A cooperative can vote away its own principles. A foundation with an independent board sits above Edano to stop that, and its board is deliberately not the founders.

What that looks like in practice

Suppose the members vote to start offering Microsoft 365. Commercially that could be the better call. The foundation blocks it, because it does not fit the open source premise. That is what someone above the cooperative is for.

Guardian

The foundation

An independent board, not the founders and not members. It cannot start anything, only stop it, and it holds the cooperative board to the mission.

Day to day

The board of the cooperative

Three directors who run Edano and answer to the members.

Ownership

The members

The companies that do the work. One member, one vote, whatever their size.

What the veto covers

Any change to the articles: Including the mission, the profit allocation and the indivisible reserve.
What Edano offers: A product outside the open source premise, however good the commercial case.
Sale, transfer or merger: And acquisition by a party not bound to the mission.
Changes to the veto itself: Without this, the whole veto can be voted away in one go.

It stops at pricing, choice of clients, who is hired and the day-to-day running of the work. A guardian with an opinion about everything is not a safeguard but a second board.

The board

Three directors: Elected by the members' meeting, open to any member to stand.
Three years, two terms at most: On a staggered rota, so not everyone leaves at once.
An independent chair from ten members on: One seat for someone from outside the membership.

The rest of the arrangement

Joining, and leaving again

Joining is a decision of the board that the members' meeting confirms, against criteria that are published. A rejection is motivated in writing. Voting rights start immediately; only standing for the board waits twelve months.

Three months' notice

In writing, against the end of the financial year.
Your contribution comes back

At nominal value, without interest, in instalments.
The accrued reserve does not

That is the heart of the asset lock. We would rather say so than let you find out.
You may stay a client

Always, and without conditions.

How profit is shared

In proportion to contributions. Not to turnover, not to hours, not to capital. What you contributed to Edano that year determines your share of the surplus, and it cannot be steered, because the contributions are already on record.

First the indivisible reserve

A fixed percentage that stays in the cooperative.
Then the upstream maintainers

A fixed percentage to the open source projects we run on. That is what sets Edano apart from any other buying group.
Then the distribution

The remainder goes to members, in proportion to contributions.
Capital does not share in this

The surplus goes to the members who did the work. What a financier is paid is agreed separately and never buys a vote.

Take part while it is still being shaped

Edano is being founded now. Whoever comes forward in this phase helps decide what it looks like. A conversation first, paperwork later.