The numbers

The building

About 11 spaces, plus a group room. The layout can change. About 10 full-time people is full at one time. Part-time practitioners do not each take one of those seats.

Monthly	Now
Rent	$18,000
Group room income	about $2,500
Rent left after the group room	$15,500
Per full-time seat, at 10	$1,550

$1,800 before the group room. An empty full-time seat raises the flat fee: 8 seats would be about $1,940 after the group room. Group-room income is what it makes now. Other shared costs are not in the $18,000.

Becoming an owner

The member share

Two buy-ins. Full-time $3,333. Part-time $1,111. Equity, not a fee.

• About 10 full-time seats fills the building. More people can join if some are part-time and not here at the same time. Reserve = $3,333 × FT count + $1,111 × PT count.
• The monthly bill is a flat fee, not prepaid by the buy-in. Full-time holds one seat. Part-time pays less and does not hold one.
• The buy-in comes back on exit, if the co-op has the cash. It is not a rent deposit.

Full-time buys 3 votes. Part-time buys 1. Same ratio as the buy-in.

The monthly bill

No year-end bonus

You pay the clinic a monthly bill for shared costs. That bill is the deal. There is no extra check based on your patient fees.

Once a year we compare what members paid with what the clinic actually spent.

• Charged too much — the extra comes back in proportion to what you paid. Part-time paid less, so the refund is smaller.
• Charged the right amount — nothing comes back. Nothing extra was taken.
• Your patient fees are not in this. You already kept them.

Lawyers call that refund a patronage dividend. At least 20% is cash. The clinic may hold the rest as your money until you leave, and you owe tax on the held part too. If the monthly bill was right, the refund is small or zero.

Taxes

Your taxes stay in your practice

You bill patients. You report that income on your own return, as you do today. The co-op is not your employer and does not pay you a wage.

• Clinical income does not move — it stays in your practice, S-Corp, or LLC
• No double tax on a cost refund — if the monthly bill was high, the refund is deducted by the co-op. Lawyers call it a patronage dividend.
• That refund is money you already paid the clinic — it is not a wage, and it is not a bonus on your patient fees

Not tax or legal advice. QBI, if you have it, comes from your own practice and still follows the health-practice limits. Counsel and a cooperative CPA confirm this before you commit.

How we run it

Three votes to one

Full-time buys 3 votes. Part-time buys 1. Same ratio as the buy-in, $3,333 to $1,111.

The co-op acts for the members. That is the job. Day one is the building and the shared bills. That is not a ceiling.

• Any member can propose. Budget, hires, new members, or something no one has thought of yet. The vote decides.
• The lease is one example. Today a separate LLC holds it. Members can propose that the co-op take it.
• One committee, ~2–4 hrs/month — Facilities & Supplies · Marketing & Community · Tech & Systems

If it benefits the members, it can be proposed. Nothing on this list is the limit. Counsel has to confirm the form. A California cooperative gives each member one vote.

The space

Location, secured

Jess holds the master lease and the landlord relationship. To protect the co-op:

• The lease sits in a separate LLC. Current rent is $18,000 a month, covered by the flat fees.
• About 11 spaces, plus the group room. About 10 full-time practitioners is full at one time.
• No practitioner personally guarantees a multi-year commercial lease.

This is the start. No practitioner signs the lease today. Members can later propose that the co-op hold it.

The path

How we get there

• 1 · Form the services co-op — counsel confirms the California entity. You keep billing your own patients.
• 2 · Confirm the numbers — co-op counsel + CPA verify overhead, tax, and buy-in
• 3 · Secure commitments — founding practitioners reserve their member share
• 4 · Transition — sublease signed, accounts capitalized, open as an owner

No money moves until counsel and a CPA confirm the entity and the overhead.

Learn more

Do your own homework

We want informed owners. Independent, non-partisan primers on how cooperatives work:

• Cooperatives 101 — co-oplaw.org/cooperatives-101
• Running a co-op & finances — co-oplaw.org/running-a-cooperative
• The 7 cooperative principles — ncbaclusa.coop
• The tax law (Subchapter T) — law.cornell.edu

This co-op sells space and admin to the practitioners who own it. It does not employ you, and it does not bill your patients. Worker-co-op guides describe a different structure. Principle 2 is one member, one vote. This draft is not that. Full-time is 3 votes. Part-time is 1.

From us — read before you decide

• Founding Member Prospectus (PDF) — /downloads/prospectus.pdf
• Member FAQ (PDF) — /downloads/member-faq.pdf
• Draft Bylaws (PDF, discussion skeleton) — /downloads/bylaws-draft.pdf