RegenHub, LCA is a Colorado Public Benefit Limited Cooperative Association. The Articles of Organization are in legal effect since February 6, 2026. The Bylaws and Membership Agreement are v.2.1 drafts — not yet ratified, not yet binding on any member.
The cooperative is taxed as a partnership under Subchapter K, not as a traditional cooperative under Subchapter T. This distinction is load-bearing: member allocations are taxable when allocated, tracked through capital accounts under IRC § 704(b), and reported on Schedule K-1. The governing documents must say exactly that — and as of v.2.1, they do.
3Bylaws items blocking ratification
1MA item blocking ratification
1Genuine decision required of you
The one decision is the annual dues amount for Schedule A. Every other blocking item is a conformity failure with a legally determined answer — the ULCAA, the Subchapter K classification, or the documents' own priority clauses decide. Nothing left for a board vote except the number.
Filed Feb 6, 2026 · SOS 20261163853 · Colorado ULCAA & PBCA · Perpetual term
Draft · organizer review
Bylaws v.2.1
18 articles · 15 change items
June 10, 2026 · 3 blocking before ratification · Jeffrey Pote / Pote Law Firm
Draft · organizer review
Membership Agreement v.2.1
Cooperative Member · 11 change items
June 10, 2026 · 1 blocking before ratification · Jeffrey Pote / Pote Law Firm
Where the Documents Stand
The Articles are the only instrument currently in legal effect. The Bylaws and Membership Agreement each exist in two versions: v.1, the original drafts from formation counsel (Jeffrey Pote, Pote Law Firm), and v.2.1, revised drafts incorporating an organizer-conducted, AI-assisted legal research analysis (May 2026) and conformity fixes (June 2026), performed independently of formation counsel. The proposed changes have not yet been reviewed by an attorney.
Both v.2 documents are working drafts in organizer review; nothing in them binds any member until the board votes to ratify. They are published openly in the interest of transparency with prospective members and supporters.
The Shape of the Revision
Two forces drive nearly every change. The first is tax conformance: the cooperative is taxed as a partnership under Subchapter K, which requires that allocations follow determinate rules tracked through member capital accounts under IRC § 704(b). The original drafts mixed in board discretion and vocabulary from Subchapter T — a different tax regime that applies to cooperatives that elect cooperative taxation, not to partnership-taxed entities like this one.
The second is member procedural protection: the originals allowed suspension, termination, and dues changes without notice, cure, or review, which is thin treatment for owner-members holding equity and governance rights in a public benefit cooperative.
Bylaws — Changes from v.1 to v.2
Blocking before ratification
BL-01 / A01Blocking
Allocation (§ 5.3.2). The draft let the board choose between equal and proportional profit allocation at its discretion; the statute defaults to proportional-to-patronage and § 704(b) requires a determinate method. The revision allocates in proportion to patronage under an adopted Patronage Plan, with equal allocation as a binding default (shall, not may) only before a plan exists.
Legally determined — no board decision required
The v.2 revision already drafts the correct answer. ULCAA defaults to proportional-to-patronage and IRC § 704(b) requires a determinate method — this is not a policy choice the board gets to make. The v.2 language is the required implementation. Pathway: submit to formation counsel and tax counsel for confirmation. No further deliberation needed.
BL-03Blocking
Quorum (§ 2.7.1). "Present and in person" would make every hybrid meeting fail quorum; the revision counts electronic attendees as present. This is a structural defect that must be corrected before any valid vote can occur.
Drafting fix — one sentence, no policy question
Add "or participating electronically" to § 2.7.1. This tracks ULCAA § 7-58-202 and standard Colorado LCA practice for hybrid meetings. No deliberation required — it is a correction of a drafting defect that would otherwise invalidate every meeting held with remote attendees.
BL-04Blocking
Schedule A. Share price, dues, effective date, initial board composition, and the Secretary's signature are all unfilled placeholders. The Bylaws cannot be ratified without them.
Four items determined · One decision required
Share price: $100 par value — already stated in the Membership Agreement. Confirm in Schedule A and cross-reference.
Effective date: "The date of ratification by the Board of Directors" — a standard formulation requiring no prior decision.
Initial board: The eight organizers named in Article IV of the Articles of Organization are the initial board by operation of the formation documents.
Secretary's signature: Administrative; assigned at the ratification meeting.
Annual dues amount: The one genuine decision. Organizers set the number; it goes into Schedule A and the Bylaws are ratifiable.
A counting note: the legal analysis banner marks two blocking bylaws issues; the changes index also marks the quorum defect as blocking. This summary follows the changes index and counts three.
Member protections
BL-02Protection
Suspension (§ 1.10.1) gains written notice, five business days to respond before taking effect (except criminal conduct), a hearing within thirty days, and a written determination. The original allowed summary action with no process.
BL-07Protection
Confidentiality (§ 18.2) gains the standard exceptions the original lacked: public domain, prior knowledge, independent development, required disclosure, professional contexts, and counsel advice.
BL-A05Protection
Disputes (§ 11.5). The original waived all court access, leaving the board as judge in its own disputes. The proposal narrows this to a jury waiver plus neutral arbitration, external whenever the board is the adverse party. We believe the original broad waiver may be vulnerable to challenge.
The partnership tax spine
BL-05 / A02Tax
Compensation (§ 4.8) routes member pay through guaranteed payments under IRC § 707(c) rather than wages. A contradictory second paragraph in the original is to be struck or conformed to this framing before ratification.
Drafting fix — strike the contradictory paragraph
IRC § 707(c) is the correct treatment for member-services compensation in a Subchapter K entity. The conflicting second paragraph either treats this as employment wages or leaves ambiguity. Pathway: strike the second paragraph, or add a conforming sentence that aligns it with the guaranteed payment framing. No policy decision — the tax treatment dictates the drafting.
BL-A03Tax
Liquidation. The dissolution waterfall has two endings: one following capital accounts (correct under Subchapter K), and a second distributing residual assets equally, which would tax members on one basis and pay them on another. The board must choose: remove the equal-distribution tier, or redirect the residual to a public benefit assignment.
Legally grounded recommendation — public benefit redirect
The Subchapter K-clean path: redirect any residual after capital account satisfaction to a designated public benefit organization. This eliminates the tax mismatch entirely — members are taxed on one basis and paid on the same basis — and is consistent with the cooperative's Public Benefit LCA status. The Community Supporter Agreement template already establishes infrastructure for this orientation. Pathway: strike the equal-distribution tier; add a single sentence redirecting residual to a public benefit organization designated by the Board at dissolution. No ongoing governance implication.
BL-A07Tax
Capital accounts. The core capital account machinery — qualified income offset, no-deficit-restoration pairing, and Subchapter K consents — is affirmed as solid. No changes required; confirmed as correctly drafted.
Structure and housekeeping
BL-06Housekeeping
Redemption window. Shortens the outer limit for redeeming a withdrawing member's equity from five years to three years, with Board discretion to redeem sooner. Three years is a more pragmatic outer limit that preserves flexibility without trapping member capital indefinitely.
BL-08Housekeeping
Conflict hierarchy. Puts non-waivable provisions of the Colorado cooperative statute (ULCAA) first in the document hierarchy and replaces an inapplicable Public Benefit Corporation Act citation with the ULCAA's own public benefit provision (C.R.S. § 7-58-104). Note: the Articles of Organization themselves cite both ULCAA and PBCA; the proposed bylaw change is a clarification for counsel's review.
BL-A04Housekeeping
Community Participant class. The current class fits neither statutory member category under ULCAA (patron member or investor member). It needs deliberate placement: patron sub-type, investor member, or non-member participant under a separate access agreement.
A Community Participant holding no equity, no patronage rights, and no voting rights does not meet the ULCAA definition of a member in either category. The correct instrument already exists: the Community Supporter Agreement template establishes a non-member access and contribution structure under ULCAA § 7-58-104. Pathway: remove "Community Participant" as a membership class from the Bylaws; add a single reference to the cooperative's community access program operating under a separate agreement. No new document needed — the template is already built.
BL-A06Housekeeping
Amendment thresholds. Clarifies that the Article XII supermajority thresholds govern bylaw amendments only, not other board actions. No structural change required; annotation to confirm scope.
Membership Agreement — Changes from v.1 to v.2
Blocking before ratification
MA-01Blocking
Intellectual property (§ 3.3). The original assigned all IP within an undefined "scope of service," broad enough to capture a member's independent practice, prior work, and open-source contributions. The revision defines Cooperative-Commissioned Work — written assignment, executed by an officer, separately compensated — as the only IP the cooperative owns, and replaces the per-occasion portfolio permission with notice and a narrow ten-day objection right. The May 2026 addendum finds the v.2 section materially improved with two residuals.
Drafting fix — two additions close the residuals
The v.2 revision is materially complete. Two targeted additions close what remains:
Assignment fallback: Add to § 3.3(c): "and if such work does not qualify as work made for hire under 17 U.S.C. § 101, Member hereby assigns all right, title, and interest to the Cooperative." Standard belt-and-suspenders IP provision.
Venture IP carve-out: Add to § 3.3(d): "Cooperative-Commissioned Work does not include intellectual property developed in connection with a venture investment or portfolio company absent a separate written agreement executed by an officer of the Cooperative."
No policy choices — both additions close gaps where existing language could be contested.
MA-02Resolved · v.2.1
Voluntary withdrawal (§ 5.4). The original was silent on resignation despite members' unconditional statutory right to dissociate. The new section permits withdrawal by written notice with capital account settlement. Previously open question — $100 par or capital account balance? — resolved in v.2.1.
Resolved in v.2.1
MA § 5.4 now states the capital account balance rule and cross-references Bylaws §§ 1.7.3–1.7.4 (ninety-day target, three-year outer limit) rather than restating figures. Effective date conformed to Bylaws § 1.7.1: fourteen days after notice, not on receipt. The $100 par value and capital account balance are the same number before any allocations occur; the rule unifies them.
MA-03 / A02Resolved · v.2.1
Patronage and tax vocabulary (§§ 2.4, 3.3, 9.5). Unconstrained board discretion over the profit formula is replaced by a required written Patronage Plan. The agreement's Subchapter T vocabulary is conformed to Subchapter K throughout.
Resolved in v.2.1 — grammar table applied
Seven substitutions executed across MA §§ 2.4, 3.3, 5.4, 9.5:
net margins → Net Profits (Bylaws § 5.3.1)
patronage dividends → distributions of distributive share (IRC § 731)
written notices of allocation → Schedule K-1 (IRC § 702)
taxable when received → taxable when allocated (§§ 3.3, 702)
patronage credits formally noticed → amounts allocated to capital account
patronage redemption schedule → capital account settlement (Bylaws § 1.7.4)
dividends → distributions (§ 9.5)
Advisable and clarifying
MA-04Advisable
Recital. Rewrites the recital from a coworking facilities description to the entity's actual character: a Public Benefit LCA organized to cultivate scenius through a cooperative of practice, physical and distributed. Draws on the scenius language in Article V § 5.2 of the Articles.
MA-05Advisable
Termination. Tightens termination grounds with materiality and specific-facts standards and adds thirty-day notice and cure for curable breaches. The original termination clause was broad and lacked procedural protection.
MA-06Advisable
Class scope and dues. Scopes the agreement explicitly to Cooperative Member patron membership (the Bylaws' canonical class name) and requires thirty days' advance notice before any dues increase. The original lacked both the class scoping and the notice requirement.
MA-07Advisable
Owner-member framing. Adds a positive characterization at the opening of the agreement: the applicant is an owner-member, before the customary disclaimers. Already incorporated in v.2.
MA-A01Advisable
Schedule A cross-reference. Makes Bylaws Schedule A the single source of truth for share price, cross-referenced in the membership agreement rather than hard-coded. Eliminates the synchronization problem between the two documents.
Where the Two Documents Conflict
Four conflicts must be resolved as pairs — not within either document alone. Each has a legally grounded resolution path. The Bylaws control; the Membership Agreement cross-references.
Conflict
Current tension
Resolution path
Redemption window
Resolved · v.2.1
Done
MA § 5.4 cross-references Bylaws §§ 1.7.3–1.7.4: ninety-day target, three-year outer limit. Board retains discretion to redeem sooner. Single rule, Bylaws control.
Determined — Schedule A pending
Set $100 par value in Bylaws Schedule A (consistent with what MA already states). MA cross-references Schedule A rather than restating. Both documents agree once Schedule A is completed.
Withdrawal amount
Resolved · v.2.1
Done
MA § 5.4 states settlement at positive capital account balance per Bylaws § 1.7.4. Pre-allocation the balance is $100; it grows with retained allocations. Par-only refund would confiscate amounts already taxed.
Tax vocabulary
Resolved · v.2.1
Done
Seven substitutions applied per MA-03. Subchapter T instruments retired throughout MA §§ 2.4, 3.3, 5.4, 9.5. Schedule K-1 is now the stated notice instrument; allocation timing is correct.
What Ratification Requires
Most blockers have a legally determined answer. Reviewing the six blocking items and four cross-document conflicts above: five of the six blockers resolve through drafting fixes or legally required positions — the statute, the tax code, or the entity's own formation documents determine the correct answer. The cross-document conflicts resolve the same way. This reduces the genuine decision set to a single item plus counsel review.
The minimal decision set
The one genuine decision
Annual dues amount — the one Schedule A value that requires an organizer decision. Everything else in Schedule A is determined (share price = $100, effective date = date of ratification, initial board = the eight Articles organizers, Secretary = administrative).
Items determined by law or existing structure (no decision required)
Allocation method (BL-01): required by ULCAA and IRC § 704(b) — v.2 already correct
Quorum fix (BL-03): one sentence added to § 2.7.1 per ULCAA § 7-58-202
Schedule A share price: $100 par (already in MA; confirm in Bylaws)
Schedule A effective date: date of ratification — standard formulation
Schedule A initial board: the eight organizers named in the Articles of Organization
Compensation treatment (BL-05): IRC § 707(c) — contradictory paragraph to be struck
Liquidation residual (BL-A03): redirect to public benefit organization — tax-clean and mission-consistent
Community Participant class (BL-A04): non-member access program under Community Supporter Agreement — document already exists
IP residuals (MA-01): two standard drafting additions — assignment fallback and venture IP carve-out
Withdrawal amount (MA-02): positive capital account balance — Subchapter K dictates this
Tax vocabulary (MA-03): four mechanical word substitutions — Subchapter K terms throughout
Redemption window conflict: Bylaws control at three years; MA cross-references
Withdrawal amount conflict: capital account balance, stated once in Bylaws
Tax vocabulary conflict: conform MA to Subchapter K per MA-03/A02
Sequencing and counsel review
All proposed v.2 changes originated in organizer research, not attorney advice; formation counsel (Jeff Pote, Pote Law Firm) and tax counsel must review before execution — the open tax questions are theirs to settle
Drafting fixes can be incorporated before the counsel review is complete; this shortens the back-and-forth by presenting counsel with a complete rather than partial draft
Until the ratification vote, the v.2 drafts remain statements of intent and bind no member