Serialized reference list of every proposed change from Membership Agreement v.1 (original attorney draft) to Membership Agreement v.2 (revised draft), drawn from initial counsel analysis (Issues 01–06) and the May 2026 independent research addendum (Items A01–A04). Each item carries a stable identifier for use in discussion, amendment motions, and version tracking.
| ID | Title | Section | Nature |
|---|---|---|---|
| Counsel Analysis — Issues 01–06 | |||
| MA-01 | IP Assignment — Scope Misaligned with Cooperative Model | § 3.3 | Blocking |
| MA-02 | Voluntary Withdrawal and Membership Interest Redemption Missing | § 5.6 (new) | Blocking |
| MA-03 | Patronage Accounting and Federal Tax Alignment | §§ 2.3–2.4, 3.3 | Blocking |
| MA-04 | Recital — Foundational Framing Mischaracterizes Entity | Preamble / Recital | Advisable |
| MA-05 | Termination — No Cure Period or Procedural Protection | § 5 | Advisable |
| MA-06 | Membership Class Architecture — Scope, Dues Notice | §§ 1–1.1, 1.5 | Clarifying |
| MA-07 | Status of Parties — Positive Owner-Member Characterization | § 9.4 | Clarifying |
| Research Addendum — Items A01–A04 | |||
| MA-A01 | Schedule A Is Empty and Share Price Lives in Two Places | § 1.4, Schedule A | Extends BL-04 |
| MA-A02 | Agreement Speaks Subchapter T Inside a Subchapter K Entity | §§ 2.3, 2.4, 3.3 | Blocking |
| MA-A03 | Withdrawal Returns Unclear Amount on Inconsistent Clock | § 5.4 · Bylaws §§ 1.7.3–1.7.4, 1.9 | Extends MA-02 |
| MA-A04 | IP Section Largely Resolved in v.2 — Two Residuals Remain | §§ 3.4.1–3.4.4 | Diverges |
"Scope of their service" is undefined and overbroad — it could capture a member's independent professional practice, prior work, and open-source contributions that have no connection to Cooperative-commissioned deliverables. This assignment scope is not required by C.R.S. § 7-58-602 and is inconsistent with the Cooperative-of-practice model where members are practitioners, not employees.
§ 3.3.3's portfolio license requires prior written permission "on each occasion" before a member may display their own work — more restrictive than most employment agreements and contrary to the member's interest in marketing their practice.
The Agreement addresses termination by the Cooperative but is silent on voluntary resignation. C.R.S. § 7-58-1101(1) gives members an unconditional right to dissociate from the Cooperative at any time. The Agreement must implement that right. § 9.1 prohibits transfer without consent but provides no exit mechanism — a member wishing to leave has no documented path and no clarity on what happens to their equity.
§ 2.3 gives the Board full discretion to set and change the profit-share formula. This level of discretion undermines (1) IRC § 704(b)'s substantial economic effect safe harbor, which requires documented capital-account machinery that moves deterministically with allocations, and (2) C.R.S. § 7-58-1004's proportional-to-patronage default. A Board that can change the formula at will cannot demonstrate the stable allocation mechanism § 704(b) requires.
The current recital describes RegenHub as "a coworking space and community venue in Boulder, Colorado, providing affordable workspace and event infrastructure." This is a facilities description that omits the entity's Public Benefit LCA status, its scenius purpose, its cooperative-of-practice character, and the hybrid (physical + distributed) nature of its membership base. Recital language affects interpretation of ambiguous provisions throughout the Agreement.
§ 5 authorizes termination on grounds including "conduct detrimental to operations or reputation," "good faith belief" of inaccurate reporting, and conduct "inhibiting other members." Only non-payment includes a 30-day cure period. Patron members are owner-members with equity — termination without notice and opportunity to respond is procedurally thin even if legally within the Board's authority, and may conflict with Bylaws § 1.10.1's notice requirements for suspension.
The Agreement does not identify itself as the Class A Patron Member agreement. With the Techne co-op agreement anticipated and additional membership classes possible, scope clarity is needed so members and future agreements know which class each document governs.
Section 9.4 in v1 defines the parties' relationship exclusively through negative disclaimers — Applicant is not an employee, not an independent contractor, not a partner. While accurate, the provision says nothing about what Applicant actually is. This creates an interpretive gap: if a dispute arises and a court or third party looks to the agreement to characterize the relationship, they find only a list of what it is not.
In the cooperative context, this omission is particularly consequential. LCA members are owner-members — they hold equity interests and governance rights, not merely service access. Courts interpreting ambiguous relationship language look for the most analogous established category. Without a positive characterization, the agreement implicitly invites classification as something other than what was intended.
This change is already reflected in the published v2 document. The proposed language above is the as-drafted text. No further revision is required unless the Board wishes to add a cross-reference to Bylaws Art. V (Member Rights) or the ULCAA's member equity provisions.
MA § 1.4 hard-codes the share price at $100.00. Bylaws Schedule A is currently a placeholder. If Schedule A is ever populated with a different figure, or if the share price changes, both documents must be amended in parallel — creating a coordination burden and a drift risk. The single-source-of-truth principle requires one authoritative location.
The Cooperative has elected partnership tax treatment (Subchapter K). Under Subchapter K, a member includes their distributive share of income or loss in their taxable income for the year in which the Cooperative's taxable year ends — not the year they receive a distribution. The Agreement uses Subchapter T vocabulary: "net margins," "patronage dividends," "written notices of allocation," and "in year received." These are concepts from cooperative tax law (IRC §§ 1381–1388), which applies to cooperatives taxed as corporations, not partnerships. The vocabulary mismatch will confuse members about when their tax obligation arises.
Three provisions give three different answers to "what does a withdrawing member receive?"
Bylaws § 1.7.4 settles the capital account at book value. MA § 5.4 redeems the share at $100 par plus separate patronage credits under a schedule that does not exist. Bylaws §§ 1.7.3 and 1.9 give the Board up to 12 months to process redemption.
The deeper problem under Subchapter K: a member pays income tax each year on their allocated share of Cooperative income, whether or not distributed. If withdrawal returns only $100 par value and not the accumulated capital-account balance (which contains retained allocations the member has already taxed), the member has paid tax on value they never received — a tax phantom. MA § 5.4's separate patronage-credit schedule is the right instinct but does not equal the capital account as drafted.
Residual 1 — Assignment mechanism: Confirm that the operative IP transfer mechanism is assignment (not the work-made-for-hire label) for deliverables that do not meet the statutory definition of works made for hire under 17 U.S.C. § 101. If the label fails, assignment is the fallback; both should be expressed in the agreement to avoid the gap.
Residual 2 — Venture IP: Confirm that IP developed through the Cooperative's commercial or investment activities (venture IP, portfolio company IP) is explicitly excluded from § 3.4's member assignment unless subject to a separate written agreement covering that specific engagement. As drafted, § 3.4 is ambiguous about whether venture IP developed by a member who is also an advisor or director of a portfolio company is captured.