Governing Documents

Original bylaws draft as received from attorney counsel. Reference document for reconciling changes between v.1 and v.2. Contains original PBCA citation in the Preamble, original equal-allocation language in § 5.3.2, and original conflict-resolution hierarchy. Not in effect.

Eighteen-article bylaws governing the cooperative's structure, member rights, board composition, voting procedures, patronage distribution, and dissolution. Revised from v.1 — changes annotated inline. Ratified by board vote, June 2026. Legally in effect.

Annotated legal analysis of the bylaws draft. Grounds each issue in Colorado ULCAA, IRC § 704(b), and cooperative governance principles. Identifies resolution paths for each issue and sequencing for the ratification process.

Card overview of all four participation classes — costs, rights, admission pathways, and the member curve from relationship through admission, accumulation, and withdrawal. Includes the Patronage Conversion Pathway from Class Two (Co-working) to Class One (Cooperative Member).

Original membership agreement draft as received from attorney counsel. Reference document for reconciling changes between v.1 and v.2. Contains original IP assignment scope, voluntary withdrawal language, and simplified patronage provisions prior to Subchapter K alignment work.

The agreement each Cooperative Member (Class One) signs upon joining the cooperative. Governs membership obligations, intellectual property, patronage rights, capital account mechanics, and withdrawal procedures. Admission is by invitation following approximately 90 days of established relationship. Verbally ratified by the board June 24, 2026 — pending counsel confirmation on state filing requirements.

Annotated legal analysis of the membership agreement draft. Covers IP assignment scope, voluntary withdrawal and redemption mechanics, patronage accounting alignment with Subchapter K and IRC § 704(b), and membership matrix changes from the four-class structure ratified June 2026. Issue 3 (Sub K vocabulary) resolved in MA-A05. Includes resolution paths and attorney referrals for each blocking issue.

The agreement governing Class Two (Co-working Member) and Class Three (Community Participant) access-track membership. Rates adopted June 24, 2026. Drafting deferred pending board direction.

The agreement governing Class Four (Investor Member) membership. Investors hold capital accounts and receive a Schedule K-1 reflecting capital-only allocations under IRC § 704(b). No admission fee; no voting rights unless the investor co-holds a Cooperative Member (Class One) share. No patronage eligibility and no workspace access. Drafting pending legal work with Jeff Pote.

Rate schedule adopted by board resolution June 24, 2026. Class One: $100 one-time share + $100/year dues. Class Two: $250/mo hot desk, $500+/mo dedicated desk or office. Class Three: Threshold $25/mo, Footing $50/mo, Standing $100/mo (Standing replaces the prior $50/mo virtual membership). Tax Distribution (no-phantom-tax) policy incorporated. Class Four (Investor) capital contribution terms pending Jeff Pote.

The agreement the cooperative issues to community supporters making a capital contribution outside the formal membership process. Supporters receive community access and mission alignment benefits in exchange for a one-time or recurring contribution. This instrument conveys no equity, no membership class rights, no voting rights, and no patronage allocation — it is a gift or contribution to the cooperative's public benefit work. Distinct from Class Three access subscriptions (Hub Membership Agreement): the Community Supporter Agreement is for gift or philanthropic contributions, not recurring access membership. Includes Schedule A (supporter-specific benefits) and Schedule B (non-binding preferred use statement).

A single-page overview of where all three governing documents stand: the filed Articles, and the two v.2 drafts in organizer review. Summarizes the 15 Bylaws changes and 11 Membership Agreement changes by category — blocking, member protection, tax spine, structure, and housekeeping — with the four cross-document conflicts and the board decisions required before ratification.

Memorandum to the cooperative's legal counsel explaining the organizers' reasoning for each proposed change in the v.2 drafts of the Bylaws and Class A Patron Member Membership Agreement. Covers statutory citation corrections, document hierarchy, suspension and redemption procedures, Subchapter K tax alignment, IP framework architecture, and patronage plan grounding. Presented as questions for counsel's review rather than final legal positions.