What if civil society could simultaneously be co-opted and contribute to democratic change? For social movement and democratization scholars, particularly those whose work centers on political transitions in Western polities, an autonomous civil society represents a powerful force balancing and keeping in check the authority of the state. It is well known that the notion of civil society, as a promising agent for political transformation, has a deep lineage in the American and European philosophical traditions. Thus, as an analytical tool the concept of civil society is largely infused with a specific type of Western normativity, making it rather impractical and unfitting when applied to non-Western political models. Nevertheless, in contemporary studies of political transitions anywhere in the world, civil society continues to be viewed as a crucial agent in explaining the process from authoritarianism to democratic change. According to this perspective, the emergence of autonomous societal associations can broaden the political space necessary for the emergence of a democratic system. Meanwhile, civil society is often invoked in studies of MENA to explain the survival of authoritarianism. Scholars of the region have often viewed civil society as either a co-opted institution, or structurally weak and hollow, thus lacking the characteristics deemed favourable for the production of liberal democracy. Cooptation, in particular, is frequently invoked by researchers to explain the failure of civil society institutions like labour unions, elsewhere understood to be effective challengers to state power. In this paper, I will argue that cooptation does not automatically render an organization ineffective as an agent for democratic change. By deconstructing the concept of cooptation and using data collected during 9 months of fieldwork on the Tunisian General Labor Union, I will present civil society as an abstract superstructure built from the assimilation of its heterogeneous subunits, within which a diverse membership engages in politics. Drawing insight from Taylor’s theory of ‘abeyance structures’, I will show how during periods of cooptation, internal transformation in patterns of civic engagement initiated by diverse groups within civil society, allows these actors to sustain their place as an important agent in countering the power of the state.