WHEREAS, RegenHub, LCA (the "Cooperative") is a public benefit limited cooperative association, the articles of organization of which, as amended from time to time (the "Articles" or "Articles of Organization") are filed pursuant to the Colorado Uniform Limited Cooperative Association Act, C.R.S. Title 7, Article 58 (the "ULCAA") and the Public Benefit Corporation Act of Colorado, C.R.S. Title 7, Article 101, Part 5 ("PBCA") on behalf of the Cooperative.
WHEREAS, Cooperative's business shall be conducted on a cooperative basis for the mutual benefit of the Cooperative's members, and in accordance with the public benefit and other purposes for which the Cooperative is organized as set forth in its Articles of Organization.
WHEREAS, the Cooperative adopts and subscribes to the seven International Cooperative Alliance cooperative principles:
WHEREAS, the Articles of Organization, the ULCAA, and the PBCA, each as amended, and any provisions of any successor act, are incorporated by reference as if fully set forth herein. In the event of any conflict, it is the intention of the Cooperative that such conflict shall be resolved first in accordance with the Articles of Organization, then these bylaws of the Cooperative (the "Bylaws") whenever possible, then the ULCAA, and finally the PBCA, unless otherwise expressly specified by these Bylaws.
The Cooperative shall have two (2) membership classes: (a) patron members ("Patron Members") and (b) investor members ("Investor Members"). Subject to Colorado law, the board of directors ("Board") shall have the right and authority to create additional classes of membership.
Subject to acceptance by the Board in its sole discretion, any natural person or entity that meets the following eligibility requirements may be admitted as a Patron Member:
Subject to Board acceptance, a natural person or Entity that: (1) agrees to purchase one or more shares of Preferred Stock; (2) agrees to meet qualifications in investment documents; (3) agrees to maintain good standing; and (4) agrees to abide by Articles, Bylaws, and investor documents.
1.4.1 The Cooperative may admit any applicant who: (1) meets all qualifications; (2) applies for admission; (3) purchases at least one share of Patron Stock or Preferred Stock in cash, promissory note, or combination; (4) executes applicable membership agreement; and (5) is approved by simple majority vote of the Board.
1.4.2 A person is not eligible if the Board finds their admission would hinder the Cooperative's operation or hurt its reputation (but not on basis of sex, race, ethnicity, national origin, sexual orientation, or protected status). The Board may also limit or delay admission if it would adversely affect the Cooperative's purposes.
1.4.3 Applicant is a Member effective upon acceptance, payment for Stock, and full execution of required agreements.
If a Member is not a natural person, it may be represented by any individual duly authorized in writing.
Each Member shall only receive a single vote on any matter, regardless of multiple classes or shares held.
A record of Members with names, addresses, and tax ID numbers shall be kept. Members must notify the Cooperative of any changes.
1.10.1 Suspension. By simple majority vote, the Board may suspend a Patron Member for up to 180 days if such Member has violated Bylaws/policies, committed criminal acts involving fraud or dishonesty, or been disruptive. Suspended Member may not patronize, vote, or be involved in management. No Director subject to potential suspension may vote on their own suspension.
1.10.2 Termination. Following a hearing with 14 calendar days written notice, the Board may terminate by 3/4 vote if a Member has: ceased patronizing the Cooperative for 3 consecutive months, violated membership agreement, ceased to be eligible (death, insolvency, incapacity), or been disruptive. No Director subject to termination may vote on their own termination.
1.11.1 Patron Members. On withdrawal or termination, all rights cease and the Member is entitled only to payment for equity interest calculated per Article V. Within 120 days, the Cooperative shall consider distributing the equity interest in cash, promissory note, or combination. The Board may delay, withhold, or modify timing if it would impair the Cooperative's financial health; provided that redemption shall occur within 5 years.
1.11.2 Investor Members. Rights and interests are defined in the Investor Membership Agreement or governing agreement.
Each Member agrees to take into account on their income tax return any allocations of Net Profits or Net Losses in the manner provided in Code § 704(b). Each Member is solely responsible for any tax liability incurred and shall indemnify and hold harmless the Cooperative from any claims arising out of their purchase or holding of Stock.
1.13.1 Common Stock. Unlimited number of Class A patron stock shares authorized, no par value. Each Member holding Patron Stock has one and only one vote. Stock is fully paid, non-assessable, and may not be transferred except as set forth in Bylaws or membership agreement.
1.13.2 Preferred Stock. RESERVED.
1.14.1 Eligibility. Restricted per Bylaws.
1.14.2 Voting. No more than a single vote per Member.
1.14.3 Allocations and Distributions. Per §§ 5.3 and 5.4.
1.14.4 Liquidation Rights. Per Articles V and XIV.
The Cooperative is not required to issue certificates representing memberships, Stock, or other investments.
All meetings may take place in person, by telephone, video conference, or other electronic means, within or outside Colorado. If no place is designated, meetings take place at the Cooperative's principal office. Meetings shall be led by the President or highest ranking officer in attendance.
An annual membership meeting shall be held each calendar year. If not held within 14 months from the previous annual meeting, the President or Secretary shall call such meeting. Any lawful business may be brought before the meeting; amendments to Articles or Bylaws must be stated in the notice.
May be called by written request of (a) two or more Directors or (b) at least 25% of Members, delivered to the President or Secretary. Special meeting must be held no less than 14 days and no more than 60 days from the request. Business is limited to the purpose stated in the notice.
Written notice shall be sent not less than 14 days and not more than 60 days before the meeting. Notice shall state the time, place (if any), and business.
2.5.1 Written Waiver. A written waiver signed by the Member entitled to notice shall be equivalent to giving notice.
2.5.2 Waiver by Attendance. Attending a meeting waives objection to lack of notice unless the Member objects at the beginning. Attendance includes in person, telephonic, or online meeting formats.
2.6.1 Patron Member Voting. Each Patron Member (in good standing) has one and only one vote. A suspended Member is not in good standing.
2.6.2 Investor Member Voting. Where specifically required by law or investor agreement, Investor Members vote as a separate class, with one vote each. Quorum is a majority of entitled Investor Members; passage requires majority of those present.
2.6.3 Action at a Meeting. With quorum, all matters require a simple majority affirmative vote of Patron Members present and entitled to vote.
2.7.1 A quorum for transaction of business is a simple majority of Patron Members, present in person.
If quorum is lost during a meeting, the meeting may be recessed or adjourned until quorum is obtained.
2.8.1 Actions of Members may be taken without a meeting if approved by the number of votes that would have passed in a duly noticed meeting. Records may be received electronically.
2.8.2 Action is effective as of the date the Cooperative receives the last record necessary to effect the action. Members may revoke consent before effectiveness.
2.8.3 Notice for action without a meeting shall describe the proposed action and specify the deadline for consent. Action is not effective unless within 60 days the required consents are received.
At least 10 days before every meeting, a complete alphabetical list of Members with addresses shall be available electronically upon request.
The business of the Cooperative shall be managed by or under the direction of the Board, which may exercise all powers permissible under Colorado law, the Articles, and Bylaws.
3.2.1 The Board shall consist of an odd number of Directors between 3 and 9, decided annually by the current Board. Number may be changed by 2/3 supermajority vote of all Directors or by 2/3 supermajority vote of Patron Members. No reduction shall remove any Director before their term expires.
The initial Board was determined by written consent of the organizer(s) and serves until the first annual membership meeting (Initial Term). Each Director on any subsequent Board serves until the next Board is elected (approximately one year). A Director filling a vacancy serves only the remaining unexpired term. Any Director may be re-elected for an unlimited number of subsequent terms.
Directors must be natural persons, at least 18 years old. If a Director is a Member, they must remain in good standing. Directors may be officers or employees.
3.4.1 Any Member may propose nominees at least 10 days before the meeting. A ballot shall be mailed/emailed at least 5 days before the meeting if nominees were received. Nominations may also be made from the floor. Any nominee must meet director qualifications. The Members shall strive to nominate twice as many nominees as directorships to be filled.
3.4.2 Directors are elected by Members in person, or by mail or email ballots. When only one nomination per directorship, the President may declare elected by general consent. When more nominees than directorships, each Member casts one vote per directorship for any nominee. The nominee with the most total votes is elected. In a tie for the last vacancy, a run-off election decides.
Removal by Members. By 2/3 vote of Members entitled to vote at a properly noticed special meeting. The Director subject to removal may not vote on their own removal and does not count for quorum.
Removal by the Board. Only with cause, by unanimous vote of all non-subject Directors. Causes include: failure to meet qualifications, fraudulent conduct, gross abuse of position, intentional or reckless harm, continued failure to comply with Articles or Bylaws, or failure to attend 3 consecutive regular Board meetings without cause.
A Director may resign at any time by providing written notice to the Board. Resignation is effective upon receipt unless a later date is specified.
Any vacancy may be filled by a simple majority vote of remaining Directors, even if less than a quorum. If there are no Directors, any officer or Member may call a special meeting of the Members to fill vacancies.
The annual Board meeting shall be held promptly after the annual membership meeting (in no event more than 30 days after its adjournment). The Board shall elect a President, Secretary, and Treasurer. The Board may combine Secretary and Treasurer duties into "Secretary-Treasurer." Each officer holds office until election and qualification of a successor.
Held at such times and places (including electronically) as the Board may determine. The Board may establish regular meeting times and hold meetings without notice.
Called by the President or by at least two Directors. Any and all business may be transacted. A meeting may be held without notice upon consent of all Directors.
Prior written notice at least 2 days prior to any Board meeting, delivered per Article X. Notice may be waived. Appearance at a meeting constitutes waiver of notice, except if attending expressly to object.
One or more Board or committee members may participate through any means of communication if all can communicate during the meeting. Such participation constitutes presence in person.
A simple majority of all Directors constitutes a quorum. Each Director has one vote. No Director may vote on a matter in which they have a financial self-interest except as permitted by Article XVII. A simple majority vote of those present at a properly noticed meeting with quorum is the act of the Board. In the event of a tie, the vote fails.
Upon demand of at least two Directors, any Board-approved resolution must be referred to the Members for ratification at the next annual or special membership meeting. The request must be made at the same meeting at which the motion was passed.
Actions of the Board or any committee may be taken without a meeting if agreed to by all members of the Board or committee, evidenced by written consents signed or electronically submitted by all Directors. Any such written consent shall be filed with the minutes.
A Director is considered to have assented to an action unless: (1) the Director votes against it or abstains and causes the abstention to be recorded; (2) the Director objects at the beginning and does not later vote for the action; (3) the Director has their dissent recorded in minutes; (4) the Director does not attend the meeting; or (5) the Director gives notice of objection in writing to the Board chair within 24 hours after the meeting.
The Board may propose compensation of Directors and officers, which must be approved and ratified by a simple majority vote of Members. Directors and officers may be reimbursed for actual and reasonable out-of-pocket expenses. Nothing precludes any Director or officer from serving in any other capacity and receiving proper compensation.
The Board may, in its sole discretion, establish or dismantle committees and appoint or remove persons to such committees.
3.19.1 Each Director and officer shall discharge duties: (a) in good faith and proper purpose; (b) with the care an ordinary prudent person would exercise; (c) in a manner reasonably believed to be in the best interests of the Cooperative and its membership, including operating for the public benefit and balancing financial interests of Members, interests of materially affected stakeholders, and the Cooperative's public benefit purposes; and (d) in accordance with the Articles of Organization.
3.19.2 A Director or officer may rely on information, opinions, reports, or statements prepared or presented by: (a) officers, employees, or committees of the Cooperative they reasonably believe merit confidence; or (b) legal counsel, a public accountant, or another person within their professional or expert competence.
3.19.3 A Director or officer is not acting in good faith if they have knowledge making reliance otherwise permitted by § 3.19.2 unwarranted.
The Cooperative shall indemnify Directors, officers, and others in accordance with Article IX of its Articles of Organization.
Officers include: a President, a Secretary, and a Treasurer. The Board may also elect vice presidents, assistant secretaries, and assistant treasurers. Any number of offices may be held by the same person, unless otherwise specified. The Board shall define duties and compensation of officers.
The President shall be a Director and the chief executive officer. Subject to the Board, the President has general and active management of the Cooperative's business affairs and property. The President presides at all membership meetings, executes all contracts (unless delegated), may authorize changes to the registered office, and performs all duties incident to the office and such other duties as prescribed by the Board.
Performs all duties of the President in the President's absence or death or inability to act. At any time, subject to the Board, may execute contracts or equipment leases in the ordinary course of business.
Has charge and custody of all corporate funds, securities, and other valuables. Keeps full and accurate accounts of receipts and disbursements. Renders to the President and Board an account of all transactions and the Cooperative's financial condition at regular meetings or upon Board request.
Attends all meetings of the Board and the Members, records all votes and keeps minutes. Gives notice in accordance with Bylaws or as required by law. Is custodian of corporate records and seal. Keeps register of email and post office addresses of each Member. Signs certificates for shares with the President (or authorized Vice President).
The Board may elect and a duly appointed officer may appoint assistant officers. No officer may appoint an assistant officer with greater authority. The Board may limit the authority of any officer or assistant officer.
The President (or highest ranking officer in attendance) shall present at each annual membership meeting a detailed statement or report of the preceding year's business, showing the financial condition of the Cooperative.
Except as advised by written opinion of tax counsel, at any time while the Cooperative is taxed as a partnership, no Director or officer who is also a Member may receive salary or other compensation as an employee in consideration for their services. Subject to the foregoing, salaries and compensation of officers shall be fixed from time to time by the Board.
Any individual may hold one or more offices; provided, however, that no person may simultaneously be the President and Secretary, or the President and any Vice President.
Officers hold office until their successors are elected and qualified. The Board has the power to remove any officer with or without cause by a simple majority vote of Directors not serving as the officer subject to removal. An officer may resign at any time by providing written notice to the Board. Resignation is effective upon receipt unless a later date is specified. Vacancies may be filled for the unexpired term by the Board in its sole discretion.
5.1.1 "Capital Account" means, with respect to any Member, the capital account established and maintained in accordance with Code § 704(b) and Regulations § 1.704-1(b).
5.1.2 The Cooperative shall establish and maintain a separate Capital Account for each Member. Each Member's Capital Account will be increased by: (i) qualifying investment pursuant to Schedule A or any agreement; (ii) additional or supplemental capital contributions required by the Board; (iii) the Gross Asset Value of property contributed (net of liabilities); and (iv) allocations of income or gains. Capital Account will be decreased by: (a) cash distributed; (b) Gross Asset Value of property distributed (net of liabilities); and (c) allocations of deductions or losses.
5.1.3 The manner of maintaining Capital Accounts is intended to comply with Code § 704(b) and Regulations. If the Cooperative's accountants or tax advisors determine modifications are needed to comply, the method shall be modified; provided that any change shall not materially alter the economic arrangement between or among the Members.
5.1.4 The Board or duly authorized officer shall make any adjustments necessary to maintain equality between Capital Accounts and the amount of capital reflected on the Cooperative's balance sheet. The Board may direct adjustments to Capital Accounts to reflect revaluation of Cooperative property.
5.1.5 Upon liquidation, liquidating Distributions shall be made in accordance with positive Capital Account balances.
The Board may require Members to make additional or supplemental capital contributions on a percentage or other basis established in a written policy furnished to each Member or in any applicable agreement.
5.3.1 "Net Profit" and "Net Loss" mean, for each Fiscal Year, an amount equal to the Cooperative's taxable income or loss for such period per Code § 703(a), with various adjustments for tax-exempt income, certain expenditures, gain or loss from property disposition, depreciation, revaluation, and Code §§ 734(b) or 743(b) adjustments.
5.3.2 Net Profits. Except for distributions and/or payments owing to Investor Members, Net Profits shall be allocated equally among the Patron Members at the end of each tax year and may be allocated equally among the Members at such other times as determined by the Board. The Board has authority to develop, review, and revise the methodology for calculating each Member's allocable share of Net Profits and Net Losses.
5.3.3 Net Losses. Net Losses will be shared by Patron Members in proportion to their respective Capital Accounts.
5.3.4 Additional Tax Matters. All items of income, gain, loss, deduction, and other allocations not otherwise provided for shall be allocated among the Members in the same manner as Net Profits and Net Losses. A qualified income offset shall apply to the extent a Member shall have a negative Capital Account balance per Regulation § 1.704-1(b)(2)(ii)(d).
5.4.1 "Distributable Cash" means all cash, revenues, and funds received by the Cooperative, less: (a) all principal and interest payments on indebtedness; (b) all cash expenditures incident to normal business operations; (c) compensation, reimbursements, and guaranteed payments to Members, employees, and agents; (d) distributions and payments owing to Investor Members; and (e) reserves reasonably deemed necessary by the Board.
5.4.2 Record Date. The date on which the Board or duly authorized committee or officer determines to make a distribution shall be the record date.
5.4.3 Distributions in Kind. The Cooperative shall not distribute any asset other than cash to any Member except upon dissolution.
5.4.4 Limitations on Distributions. No distribution shall be made if it would leave the Cooperative unable to (i) pay its obligations and liabilities or (ii) establish reasonable reserves.
5.4.5 Exclusions. No redemption, recapitalization, conversion, or exchange of Stock or equity interests shall be deemed a distribution.
5.5.1 Withholding Advances. To the extent the Cooperative is required by applicable law or any tax treaty to withhold or make tax payments, it shall withhold such amounts from distributions. All such amounts withheld shall be treated as amounts actually distributed to such Person.
5.5.2 Indemnification. Each Member shall defend, indemnify, hold harmless, and advance fees for the Cooperative from any liability with respect to taxes, interest, or penalties that may be asserted by reason of the Cooperative's failure to deduct and withhold tax.
5.5.3 Overwithholding. Neither the Cooperative nor any Director, officer, or agent shall be liable for any excess taxes withheld. In the event of an overwithholding, a Member's sole recourse shall be to apply for a refund from the appropriate taxing authority.
No Member shall be liable for the debts, liabilities, or obligations of the Cooperative in an amount exceeding the positive balance, if any, of such Member's Capital Account. No Member shall have any obligation to restore any deficit balance in their Capital Account, including upon and after dissolution, winding up, and liquidation.
No Member shall be entitled to demand offset of their allocated share of Net Profits retained by the Cooperative against any indebtedness or claim due to the Cooperative.
It is intended that the Cooperative be treated as a partnership for federal, state, and local income tax purposes. Each Member shall report their respective share of Net Profits or Net Losses for tax purposes, whether or not distributions are made. Each Member is responsible for paying all taxes imposed on them individually, including quarterly self-employment taxes.
6.2.1 The Board or duly authorized officer shall cause the preparation and timely filing of all tax returns. Copies of such returns, or pertinent information therefrom, including all required Schedule K-1 forms, shall be furnished to Members within a reasonable time after the end of the Cooperative's Fiscal Year.
6.2.2 Upon request of the Cooperative, every Member who is not a resident of Colorado shall provide any signed written agreements required by Colorado law.
6.2.3 All elections permitted to be made by the Cooperative under federal or state laws shall be made by the Board or duly authorized officer as they deem appropriate and in the best interests of the Members.
The Cooperative's accounting period shall be the Fiscal Year. For financial reporting purposes, the Cooperative shall use generally accepted accounting principles applied on a consistent basis, unless the Cooperative is required to use a different method for federal income tax purposes.
The Board may authorize any officers or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Cooperative. The President or any Vice President may enter into contracts or equipment leases in the ordinary course of business.
No loans shall be contracted on behalf of the Cooperative unless authorized by a resolution of the Board.
All checks, drafts, or other orders for the payment of money shall be signed by such officers or agents and in such manner as determined by resolution of the Board.
All funds of the Cooperative not otherwise employed shall be deposited from time to time to the credit of the Cooperative in such banks, credit unions, trust companies, or other depositories as the Board may select.
The fiscal year of the Cooperative shall commence on the 1st day of January each year and shall end on the following 31st day of December.
This Article IX shall apply to any attempted distribution of or demand for funds held by the Cooperative in a Member's Account for which the person entitled to payment cannot be located. If the Money Claim is not made in writing within a period of three (3) years after giving written notice, it shall be removed as a liability on the books of the Cooperative and the Money Claim shall be extinguished. No removal shall be made unless the Cooperative has sent a written notice of eligibility for payment. Any and all amounts recovered by the Cooperative pursuant to this Article, after deducting any taxes payable thereon, shall be placed in a reserve or surplus account.
Unless otherwise specified, all notices shall be in writing and shall be deemed effectively delivered: (a) when hand delivered; (b) when sent by confirmed electronic mail during normal business hours, and if not so confirmed, then on the next business day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier.
A waiver in writing, signed by the person entitled to notice, whether before, during, or after the event requiring such notice, shall be deemed equivalent to the giving of such notice.
Except for any equitable relief set forth in any agreement or these Bylaws, all disputes arising from or related to the performance of these Bylaws shall be resolved first through good faith negotiation. If the Dispute cannot be resolved through good faith negotiation, the parties may agree to non-binding mediation. Any remaining Dispute shall be arbitrated in accordance with this Article. All documents and information related to any Dispute shall be kept confidential.
Any party may give notice of a Dispute. Parties shall attempt to negotiate a resolution. If unable to resolve, parties may agree to select a single neutral third party mediator. If unable to agree on a single mediator, the Board shall select the mediator. Costs and fees associated with mediation shall be shared equally by the parties.
Any Dispute not resolved within 30 days of original notice shall be submitted to the American Arbitration Association ("AAA") for binding arbitration by a single arbitrator. All parties shall collectively select one arbitrator. If they fail within 30 days after submission to arbitration, AAA shall select the arbitrator. Arbitration shall be conducted in the State of Colorado under the Colorado Arbitration Act. The decision shall be binding, final, and unappealable. Costs and fees shall initially be shared equally; provided that the prevailing party shall be awarded reasonable attorney fees, expert witness costs, and other expenses.
These Bylaws shall be governed by the laws of the State of Colorado. EACH MEMBER AND THE COOPERATIVE IRREVOCABLY WAIVES ALL RIGHTS TO SEEK REMEDIES IN ANY COURT AND THE RIGHT TO TRIAL BY JURY OF ANY SUIT, CLAIM, CAUSE OF ACTION OR OTHER ACTION TO ENFORCE ANY TERM OR CONDITION OF THESE BYLAWS OR OTHERWISE ARISING OUT OF OR RELATED TO THESE BYLAWS.
Amendments to these Bylaws or the Articles of Organization shall be proposed and recommended (a) by a two-thirds (2/3rds) vote of the Board or (b) by a petition presented to the Secretary and signed by twenty-five percent (25%) of the Members, and, in either case, thereafter ratified by a two-thirds (2/3rds) vote of the Members, whether present or voting by mail, email or other permitted electronic voting means, provided the eligible Members so voting have received the exact wording of the amendments.
If the Cooperative is a party to a proposed acquisition or a plan of merger, consolidation, dissolution, or share or equity capital exchange, such proposal or plan shall first be approved by a 2/3 vote of the Board and then shall be submitted and approved by a 2/3 vote of the Members present and voting. The provisions of Article XIV shall apply to any proceeds which may result from such acquisition, merger, consolidation, or share or equity capital exchange.
Upon the dissolution, liquidation, or sale of the Cooperative, or sale of all or substantially all of the Cooperative's assets (each a "Liquidity Event"), all debts and liabilities shall first be paid according to their respective priorities as defined by law or agreement. Any property or proceeds remaining shall be distributed in the following priorities:
First, to holders of Preferred Stock, if any, to the extent of any (a) liquidation rights set forth in a Series designation or otherwise and (b) declared but undistributed allocations or distributions, plus an amount equal to the original purchase price paid for all outstanding shares of Preferred Stock; and then
To distribute any remaining assets in the following order:
If, in winding up the affairs of the Cooperative, certain assets are not liquid, have no market value, and the costs of delaying winding up exceed potential benefits, the trustees are authorized to assign the assets or any future proceeds to any local, statewide, or national nonprofit organization that has as a principal purpose the advancement of activities aligned with the Cooperative's mission or public benefit purposes.
The Cooperative shall prepare an annual benefit report to be provided to each Member and posted on the Cooperative's website, which shall include a description of: (a) the ways in which the Cooperative promoted the public benefits identified in the Articles of Organization and the best interests of those materially affected by the Cooperative's conduct, (b) any circumstances that have hindered these efforts, and (c) the process and rationale for selecting or changing the third-party standard used to complete this assessment. The annual benefit report does not need to be performed, audited, verified, or certified by any third party.
After adoption of these Bylaws or an amendment, a copy shall be provided to each Member and other person qualified to share in the Cooperative's Net Profits, and to each person who later becomes a Member or person qualified to share in the Cooperative's Net Profits as shown on the books of record of the Cooperative.
Contracts and/or transactions between the Cooperative and one or more of its Directors or officers, or between the Cooperative and any other corporation, partnership, association, or other organization in which one or more of its directors or officers have a financial interest, shall not be either void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting, or solely because the vote of such Director or officer is counted, if:
17.1.1 The material facts are disclosed or are known to the Board, and the Board in good faith authorizes, approves, or ratifies by affirmative vote of a majority of all Directors, and the contract is fair as to the Cooperative; or
17.1.2 The material facts are disclosed or are known to the Voting Members, and the contract is specifically approved in good faith by Members having a majority of the votes entitled to be voted; or
17.1.3 The material facts are disclosed or are known to the Board or the appropriate committee, and the Board or committee in good faith authorizes, approves, or ratifies by an affirmative vote of a majority of the disinterested Directors on the Board or committee, even though the number of disinterested Directors may be less than a quorum.
Directors with an interest described in § 17.1 may be counted in determining the presence of a quorum.
The Cooperative shall maintain in record available at its principal office such information as is required by law. The Cooperative strives to balance the privacy interest of its Members with the right to access information. A Member or former Member making a valid request for information shall be solely responsible for paying or reimbursing the Cooperative for the reasonable costs associated with copying documents.
Members and former Members shall at all times maintain in strict confidence and not disclose to any person not entitled to receive such information any and all information received by or through the Cooperative, pertaining to the records of the Cooperative, its Members, and the operations, activities, or transactions of the Cooperative. Each Member and former Member shall further ensure that any information transmitted to an attorney or other agent shall be kept in confidence to the same degree. All membership information, fee schedules, financial information, correspondence, and all other Cooperative documents and information furnished to the Member by the Cooperative will be kept in strict confidence.
| Membership Class | Share Price | Membership Dues (yearly) |
|---|---|---|
| Patron Member | [TBD] | [TBD] |
The Board reserves the right in its sole and absolute discretion to revise Share Prices and Membership Dues at any time, with written notice.