Governance Architecture

How Decisions Get Made

Democratic member control within a Colorado Public Benefit Limited Cooperative Association. One member, one vote, regardless of capital contributed or classes held.

Symbol Key

≡Governance / Structure

1≡ Governing Statutes

Statute	Citation	Role
Uniform Limited Cooperative Association Act	C.R.S. Title 7, Art. 58	Primary governing law; enables LCA structure
Public Benefit Corporation Act	C.R.S. Title 7, Art. 101, Part 5	Requires balancing financial, stakeholder, and public benefit interests

The Board is legally bound to balance: (1) financial interests of members, (2) interests of materially affected stakeholders, and (3) pursuit of the stated public benefit ("cultivating scenius").

2≡ ICA Cooperative Principles

Voluntary and Open Membership
Democratic Member Control
Members' Economic Participation
Autonomy and Independence
Education, Training, and Information
Cooperation among Cooperatives
Concern for Community

3≡ Membership Classes

Class	Name	Type	Voting	Patronage	Primary Activity
1	Cooperative Member	Patron	Yes	Full formula	Venture/studio work; full governance
2	Coworking Member	Patron	See note	Full formula	Space use; community participation
3	Community Participant	Patron	See note	Full formula	Programming access; community engagement
4	Investor Member	Non-patron	No*	Capital account	Capital contribution; basket participation

*Class 4 members gain voting rights only if they also hold a patron-class interest. Multi-class membership explicitly permitted.

Voting Rights — Open Reconciliation Item

February 27, 2026 decision: "Class 1 only voting — Class 1 is the sole voting class with full governance participation."

Bylaws as drafted: Grant voting rights to all patron members (Classes 1, 2, and 3).

The tension: If Class 1 only votes, Classes 2 and 3 become economically participating but governance-excluded patron members — which creates tension with ICA Principle 2 (Democratic Member Control).

Resolution required: Either (a) amend the bylaws to restrict voting to Class 1, or (b) revisit the Feb 27 decision.

4≡ Admission

Application submitted to Board
Board approval by simple majority
Purchase minimum required share(s) per class (Schedule A — currently undefined)
Execute Member Agreement
Board may waive eligibility requirements case-by-case

Blocker: Schedule A is entirely TBD. No share prices or dues have been set for any class. Member admission is blocked until Schedule A is defined.

5≡ Board of Directors

Size

3-9 Directors (Bylaws § 3.2.1)

Initial Board

TBD from 8 organizers

Terms

~1 year, re-electable without limit

Qualifications

Natural persons, 18+, good standing if a member

Quorum

Simple majority of all Directors

Removal by members

2/3 vote at special meeting

Removal by Board

Unanimous vote of non-subject Directors, with cause only

6≡ Voting Thresholds

Matter	Threshold
Standard matters	Simple majority of present patron members
Bylaws/Articles amendments	2/3 Board recommendation OR 25% member petition, then 2/3 member ratification
Director removal by members	2/3 vote
Board size change	2/3 supermajority of Directors OR 2/3 member vote
Merger/dissolution	2/3 Board + 2/3 member vote

Quorum (Member Meetings)

Member Count	Quorum
11 or fewer	80%
12-21	Simple majority
More than 21	30%

Proxy voting: permitted. Cumulative voting: prohibited. Electronic voting: permitted at Board's election.

7≡ Financial Systems Committee

Purpose

Parameterize patronage formula, define return terms for investor members

Participants

Aaron G Neyer, Todd Youngblood

First meeting

March 18-19, 2026

Status

Active Patronage parameterization initiated

7.5≡ Emerging Governance Patterns

Formal governance structures (Board, officers, Schedule A) remain pending. In the interim, operational governance has emerged organically:

Family meetings

1st and 3rd Fridays at 3:00 PM MT. Proposals, votes, financial reviews, accountability reports.

Subcommittees

Forming by domain: finances, third floor lease, events. Detailed work in focused groups; decisions brought to family meeting.

Accountability

Monthly contribution reports proposed for members receiving subsidized rent. Self-directed, with periodic group review.

Participation

Core members participate in governance; community members observe. Emerging norm, not yet formalized.

These patterns are the cooperative teaching itself how to govern before the formal structures are in place. The family meeting cadence, the subcommittee model, the contribution-for-subsidy exchange — all are practicing the principles the bylaws will eventually encode.

Trust & Accountability

The cooperative operates on high trust with emerging accountability. The key insight from experience: accountability is not policing. Brief monthly updates from subsidized members serve dual purpose — transparency about contributions and visibility into what is happening across the cooperative. Hard questions asked early prevent the trust erosion that has undermined other cooperative and DAO structures.

Current KPIs (informally adopted): monthly recurring revenue and community health. Financial reconciliation in progress to validate the qualitative sense that the cooperative is growing.

8≡ Dispute Resolution

Four-stage escalation (Art. XI):

Jury trial waived. Governing law: Colorado. Forum: County of Boulder.

9≡ Key Adaptations from Meadow Source

Dimension	Meadow (Source)	RegenHub (Adapted)
Membership classes	Single class (Class A)	Four classes (1-4)
Tax treatment	Subchapter T	Subchapter K (partnership K-1)
Patronage basis	Volume of goods/services	Multi-factor weighted formula
Capital accounts	Equity account (cost basis)	IRC 704(b) book capital accounts
Forum selection	County of Denver	County of Boulder
IP provisions	Standard works-for-hire	Venture IP carveout
Dissolution	4-tier waterfall	3-tier waterfall (simplified)

10≡ Open Governance Decisions

Nine decisions require resolution. See the Open Items Registry for full details.

Blocker

Voting Rights Reconciliation

Feb 27 decision vs. bylaws draft. Counsel review required.

Blocker

Schedule A — Share Prices and Dues

Entirely undefined. Blocks member admission.

Blocker

Initial Board Composition

Not selected from 8 organizers.

High

Patronage Formula Measurement Methodology

Weights proposed. Operational definitions undefined. FSC initiated.

High

704(b) Compliance — Attorney Review

QIO vs. DRO, liquidation language, 704(c) method selection.