This paper introduces social exchange theory as a promising framework for analyzing co-operative organizations and a helpful tool for deepening our understanding of their governance. We suggest that social exchange is one of the foundational elements of co-operation among member-owners as it provides the impetus for initiating organized co-operative activity among those actors, which is then facilitated with formal co-operative arrangements. Further, we suggest that there is a connection between key constructs of social exchange, e.g. members' motivations for exchange, the resources they exchange, and the forms the exchange takes, and the sustainability and success of co-operative exchange relationships. Overall, the ideas set forth in this paper may offer a number of avenues for future research, especially in the area of formation, governance, and management of co-operative organizations.