Talkback: Purposes for a Software and Internet Social Purpose Corporation

Briefly the new Washington State Social Purpose Corporations are similar to Benefits Corporations or B Corporations that now exist in 7 states, except that their social purpose isn’t defined by statute but rather can be customized in the corporate charter.  In turn, this provides the opportunity for an SPC to have social purposes not contemplated by the statutes for Benefits Corporations.  More information on WA SPCs can be found here, here, and here.

If you could create the purposes for a Software and Internet company that wanted to register as Social Purpose Corporatiodn (SPC) in Washington State, what would those purposes be?

Here are my initial thoughts on SPC charter terms with social purposes beneficial to customers:

  • A la carte pricing for all products and services.  Not required to to purchase the uber expensive SKU just to get one version not offered in the standard SKU.
  • At least two separate pricing models offered for every product and service.  Examples of pricing models being one-time fee, subscription, actual use fees, free but ad supported.
  • No hybrid pricing models.  No pricing model that includes both a one-time fee and ongoing subscription fees.  No pricing model that includes both a subscription and actual use fees for overages.  No ads when a subscription is being paid.
  • All software licenses and accounts are transferable.
  • Opt-in only and separately for all uses of customer data.  No blanket permission to use data via all or nothing Terms of Service.
  • No changes in Terms of Service without explicit user acknowledgement of the highlighted changes.
  • User service can not be terminated for 90 days after declining changes in Terms of Service.
  • Three strikes rule regarding violations of Terms of Service before service can be terminated.  The service can be suspended for a day, a week, and then a month at each strike.
  • All user services can not be suspected or terminated for violating the Terms of Service for one service.

Here are my initial thoughts on SPC charter terms with social purposes beneficial to employees:

  • Hourly pay for all employees even when not required by law.  No more unpaid overtime for salaried employees.
  • Flexible work hours and locations.
  • Separate sick leave and vacation pools.  No combined PTO that encourages people to come into the office when ill to save PTO days for vacation.
  • Health insurance for all employees including part-time employees.
  • Self-directed 401(k) for all employees.
  • No layoffs with out all of the C-level executives being included in the layoffs.
  • No benefits, forms of compensation, or severance packages made available to some employees and not others.  No golden parachutes just for executives.
  • Quantity of contingent staff, consultants, and vendor staff utilized limited to 10% the number of full-time employees.
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2 Responses to Talkback: Purposes for a Software and Internet Social Purpose Corporation

  1. Josh,

    Thanks for the shout out regarding Social Purpose Corporations! For me (being general counsel and a corporate attorney) I’ve found that the socially conscious business forms have given me a much needed outlet for both “heart” issues in my work AND creativity. I appreciate your creative brainstorm on how to use the SPC business structure in the development business and as a way to look out for employers.

    – Peter J. Smith (

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