Structurally different from a SaaS startup.

The phrase "member-owned" means something specific here. It has legal teeth. Here is the structure, plainly.

Delaware Public Benefit Corporation

Potluck is incorporating as a Delaware Public Benefit Corporation (PBC). A PBC is a for-profit company with a legally-encoded public mission. In Potluck's case, that mission is member-owned AI infrastructure.

The PBC structure matters because the charter — not just the current management — constrains what the company can do. The charter Potluck is drafting prohibits:

Selling user data or using it to train models without explicit opt-in
Tokenizing membership (no ICO, no NFTs, no blockchain membership mechanism)
SPAC or IPO — the company cannot go public on a traditional market
Acquisition by a non-mission-aligned buyer without supermajority member approval

These constraints are in the corporate charter, not in a blog post or a terms of service. Changing them requires a supermajority vote of both the board and the member-share class. No individual or investor can override them unilaterally.

What "Public Benefit Corporation" means in practice

What a PBC structure means in practice
Point	Explanation
Dual accountability	A standard C-corp board owes fiduciary duty only to shareholders. A PBC board owes duty to shareholders AND to the stated public benefit. A board decision that maximizes profit at the cost of the mission is legally challengeable.
Not a charity	Members pay dues, contributors earn rewards. The co-op is meant to sustain itself on real value. A PBC can generate profit and distribute it — it just cannot do so by betraying the mission.
Not a co-op LLC	The PBC structure gives contributors a path to real equity (stock options) rather than patronage refunds. Real equity, real upside — constrained by the charter.

Every paying member gets a member share. Member shares are non-economic — they have no claim on profits, sale proceeds, or liquidation residue. What they give you is a vote.

Member-share holders vote on a specified set of decisions:

Which AI models the cooperative supports and curates
Roadmap priorities — what gets built next
Terms of service changes that affect members
Bylaw amendments
Charter changes (supermajority required)

One member, one vote. An investor who someday holds 20% of the company's common equity would not, by virtue of equity, have a vote on which models Potluck supports. That decision belongs to member-share holders. Capital does not buy governance power here.

Contributor option pool

Running a contributor peer — sharing your hardware with the community — is real work. It should earn real upside.

15% of Potluck's authorized shares are reserved for contributors. Active contributors who opt into the equity program earn stock options proportional to their measured contribution — tokens of actual inference served to other members, tracked by the cooperative's credit ledger.

Options are real equity in the PBC. They vest quarterly, with monthly vesting over 12 months from each grant. They price at the most recent 409A FMV — the same mechanism employee options use. If the cooperative is ever acquired (within the mission constraints the charter allows), options pay out at the acquisition price.

This is not tokens. There is no speculative market for unvested options. Grants require a verified legal identity. The whole structure is designed to reward sustained contribution — not drive-by farming.

Two mechanisms, clean separation

Comparison of member share versus option grant
	Member share	Option grant
What it gives	Governance vote	Economic stake
Who gets it	Any paying member	Active contributors only
Tied to	Membership fee	Measured contribution
Tradeable	No	Only on real corporate events

Equity is opt-in

Many members will prefer to just earn credits, discounted access, and member benefits without the equity paperwork. The option program is available to anyone who qualifies — it is not required.

What this means for a member

You pay a membership fee: Annual dues in the $25–$200 range (TBD — subject to change before launch). Gets you a member share, priority access to the cooperative's compute, and a vote.
You have a real governance voice: Your member share gives you one vote — the same as every other member, regardless of how much you pay or how long you have been a member. The questions you vote on are specified in the bylaws.
If you contribute compute, you earn equity: Run a contributor peer for 90 days, opt into the equity program, fill out a W-9. Your contribution is tracked by the credit ledger; options are granted quarterly based on the math. Real shares, real vesting, real upside if the cooperative does well.
If you leave, your setup goes with you: Your local models, your local memory, your mesh configuration. The cooperative's infrastructure is one layer you can opt out of. Vested options follow the standard 90-day exercise window. Your data was never in our cloud to begin with.

When does this land?

The engineering stack (memory, mesh, inference dispatch) is the v0 foundation. Governance infrastructure — PBC incorporation, member-share issuance, equity program — follows in v0.5 and v1.0. The equity program is designed to be retroactive: early contributors who run peers before the formal program launches will not lose credit for that work, as long as the credit ledger was tracking them.

The incorporation is in process. The legal structures described here are designed and reviewed but not yet fully executed. The roadmap page has the current state.

See where things stand and what is in flight.

Roadmap

Structurally different from a SaaS startup.

Delaware Public Benefit Corporation

Member-share class

Contributor option pool

What this means for a member

When does this land?