Subvert Cooperative LCA Bylaws

PREAMBLE

Subvert Cooperative LCA (the “Cooperative”) is a limited cooperative association organized under the Colorado Revised Statutes, Title 7, Article 58, the "Colorado Uniform Limited Cooperative Association Act" (“ULCAA”).

I. PURPOSE

The Cooperative is a limited cooperative association formed pursuant to the ULCAA and may engage in any lawful act or activity for which limited cooperative associations may be organized under the ULCAA. The purpose of the Cooperative is to operate on a cooperative basis under Section 1381(a)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), primarily for the mutual benefit of its Members. Specifically, Members engage in the sale and/or purchase of music, merch, or other physical or digital goods (collectively, “releases”) through the Subvert platform (“Subvert Platform”).

The Cooperative subscribes and commits to the following cooperative principles and values:

• Democracy.
• Equality
• Equity.
• Solidarity.
• Self-help.
• Self-responsibility.

II. MEMBERSHIP

a. Classes of Members. There will be four (4) classes of members (“Member(s)”) in the Cooperative: Supporter Members, Artist Members, Label Members, and Worker Members (each as further described below). Subject to the ULCAA, the Board will have the right and authority to admit Members and create additional classes of membership with qualifications and upon terms as determined by the Board and subject to this ARTICLE II and applicable law.

b. Qualifications for Membership. Subject to acceptance by the Board in its sole discretion, any natural person or entity (including a corporation, non- profit, corporation or association, partnership, cooperative, limited cooperative association, limited liability company, limited partnership, limited liability partnership, special purpose entity or unincorporated association) that meets the following eligibility requirements and applies for membership may be admitted to the Cooperative as a “Member”:

i. Agrees to at all times abide by the Articles of Organization (the “Articles), these Bylaws, the Member Agreement and the rules and policies established and adopted from time to time by the Members or the Board.

ii. Agrees to acquire one (1) membership unit (“Member Unit”) in their respective class. Members will not be entitled to receive dividends or interest in respect of their Member Units, but they will be entitled to receive Patronage Refunds in accordance with ARTICLE VIII.

iii. Agrees to enter into a member agreement (“Member Agreement”).

iv. Each Member Agreement shall be deemed (automatically and without further signature, written, oral, or other consent or any other act of the Members) to have been amended to conform to any new or amended form of Member Agreement prescribed by the Board at any time and from time to time; provided that (i) the Board shall have provided written notice to all in the respective class of the amended Member Agreement, which notice shall include a summary of the changes made to the Member Agreement; and (ii) no such deemed amendment of an existing Member Agreement shall be effective as to any such notified Member who delivers written notice of withdrawal from the Cooperative within 30 days after written notice of the new or amended form of Member Agreement is delivered to such Member in accordance with ARTICLE XII(B).

v. Agrees to pay and remain current on fees and dues to the Cooperative, if any, as prescribed by the Board, or required under these Bylaws or any Member Agreement with the Cooperative (“Membership Fees”). Membership Fees shall include any fees that may be charged in respect of a Member’s subscription to the Subvert Platform

c. Qualifications for Each Membership Class.

i. Supporter Members.

In addition to the qualification requirements under ARTICLE II.b, any person or entity seeking to be admitted as a Supporter Member must also meet the following eligibility qualifications:

1. Agrees to purchase one (1) Member Unit representing a single voting membership interest in the Cooperative for the sum set forth in the Supporter Members’ Member Agreement, which price may be changed or increased from time to time by the Board of Directors;
2. Pays Member Fees to the Cooperative, according to the Supporter Members’ Member Agreement, the first year of which are waived.
3. Agrees to patronize the Cooperative pursuant to a Member Agreement and such other policies and agreements as required by the Board of Directors;
4. Agrees to at all times maintain good standing as a Member of one or more classes of membership in the Cooperative;
5. Meets such other uniform conditions and qualification requirements as may be prescribed from time-to-time by the Board of Directors;
6. Agrees to at all times abide by the Articles of Organization (as may be amended and restated), these Bylaws, and the rules and policies as may be established and adopted from time to time by the Members or the Board of Directors; and
7. Agrees to at all times abide by the Subvert Platform's terms of use and any community guidelines as may be administered from time to time by the Cooperative.

ii. Artist Members.

In addition to the qualification requirements under ARTICLE II.b, any person or entity seeking to be admitted as an Artist Member must also meet the following eligibility qualifications:

1. Is awarded one (1) Member Unit representing a single voting membership interest in the Cooperative upon their admission to the Cooperative being approved by the Cooperative;
2. Agrees to upload and maintain original content releases on the Subvert platform;
3. Agrees to patronize the Cooperative pursuant to a Member Agreement and such other policies and agreements as required by the Board of Directors;
4. Agrees to at all times maintain good standing as a Member of one or more classes of membership in the Cooperative;
5. Meets such other uniform conditions and qualification requirements as may be prescribed from time-to-time by the Board of Directors;
6. Agrees to at all times abide by the Articles of Organization (as may be amended and restated), these Bylaws, and the rules and policies as may be established and adopted from time to time by the Members or the Board of Directors; and
7. Agrees to at all times abide by the Subvert Platform's terms of use and any community guidelines as may be administered from time to time by the Cooperative.

iii. Label Members.

In addition to the qualification requirements under ARTICLE II.b, any person or entity seeking to be admitted as a Label Member must also meet the following eligibility qualifications:

1. Is awarded one (1) Member Unit representing a single voting membership interest in the Cooperative upon their admission to the Cooperative being approved by the Cooperative ;
2. Agrees to upload and maintain original content releases on the Subvert platform;
3. Agrees to patronize the Cooperative pursuant to a Member Agreement and such other policies and agreements as required by the Board of Directors;
4. Agrees to at all times maintain good standing as a Member of one or more classes of membership in the Cooperative;
5. Meets such other uniform conditions and qualification requirements as may be prescribed from time-to-time by the Board of Directors;
6. Agrees to at all times abide by the Articles of Organization (as may be amended and restated), these Bylaws, and the rules and policies as may be established and adopted from time to time by the Members or the Board of Directors; and
7. Agrees to at all times abide by the Subvert Platform's terms of use and any community guidelines as may be administered from time to time by the Cooperative.

iv. Worker Members.

In addition to the qualification requirements under ARTICLE II.b, any person or entity seeking to be admitted as a Worker Member must also meet the following eligibility qualifications:

1. Being employed full-time for a period of at least six (6) months with the Cooperative (the “Candidacy Period”), and being approved for admission as a Worker Member by the Board of Directors following the Candidacy Period. Notwithstanding the foregoing, the Candidacy Period may be waived by the Board of Directors for any given Worker Members in its sole discretion;

a. Agrees to provide at least twenty (20) hours of services to the Cooperative each week, subject to waiver by the Board in its sole discretion on a case-by-case basis;

2. Agrees to patronize the Cooperative pursuant to a Member Agreement and such other policies and agreements as required by the Board of Directors;

3. Agrees to at all times maintain good standing as a Member of one or more classes of membership in the Cooperative;

4. Meets such other uniform conditions and qualification requirements as may be prescribed from time-to-time by the Board of Directors;

5. Agrees to at all times abide by the Articles of Organization (as may be amended and restated), these Bylaws, and the rules and policies as may be established and adopted from time to time by the Members or the Board of Directors; and

6. Agrees to at all times abide by the Subvert Platform's terms of use and any community guidelines as may be administered from time to time by the Cooperative.

d. Acceptance or Refusal of Membership. Acceptance or refusal of any membership application by the Board may be done by any legal means, including via protocols, algorithms, or any electronic or automated means.

e. Certificates of Membership in the Cooperative. The Cooperative shall not be required to issue any certificates representing memberships, units, equity, or other interests in the Cooperative (including with respect to Member Units). If certificates are issued in any form, including virtual form, the restrictions on transfer of any interest or membership shall be printed upon such certificates or may be enforced via escrows, custody agreements, smart contracts, protocols, algorithms, or any electronic or automated means.

f. Restrictions on Transfer of Memberships and Member Units. No membership in the Cooperative or Member Unit shall be assigned, transferred, alienated or encumbered in any manner or by any means whatsoever, either voluntarily, by operation of law or otherwise. Any purported assignment, transfer, alienation, or encumbrance shall be wholly void and confer no rights upon the purported assignee, transferee, or claimant.

g. Member Withdrawal.

A Member may withdraw from the Cooperative by providing 30 calendar days’ written notice of the Member’s intent to withdraw to the Board or to such other representative authorized by the Board. The form of such written withdrawal may be prescribed by the Board. Unless a Member has withdrawn because the Member has died, dissolved its business, is no longer eligible for membership in the Cooperative, or because of a violation of any agreements, policies or procedures of the Cooperative, a Member who withdraws shall be eligible to reapply for membership in the Cooperative at any time following the effective date of such withdrawal. A withdrawing Member continues to be bound by the terms, conditions, and obligations of any agreements that may exist between the Member and the Cooperative.

h. Member Termination.

The Cooperative, by or through the Board of Directors (or such other authorized committee or body) may terminate a Member’s membership in the Cooperative upon the occurrence of any of the following:

i. The Member’s death (in the case of Members who are individuals) or dissolution (in the case of Members that are entities), unless such dissolution is effected for the purpose of changing the legal identity or form of the Member.

ii. If the Member has not engaged in any Patronage Activity in the previous two (2) years; provided that any Member terminated for such reasons (and not for any other reason) shall have its membership reinstated, without requiring the Member to enter a new Member Agreement or to acquire a new Member Unit, in the fiscal year that such Member again (x) engages in Patronage Activity in the minimum quantity or value prescribed by the Board and (y) pays any Membership Fees then due.

iii. If the Member deletes their account on the Subvert Platform, such deletion shall result in the immediate termination of their Membership with the Cooperative.

iv. After due notice, the Member is expelled for failure to comply with the Articles, these Bylaws, the Member Agreement, any rules and policies established and adopted by the Members or the Board, or for any other cause which the Board in its discretion deems sufficient. The Member shall be given 30-daysʼ prior notice of termination and the reasons for the same. A Member who is terminated shall be responsible for any charges, dues, and other obligations incurred prior to such termination.

i. Rights of Members Upon Withdrawal or Termination.

i. In the event of a Member’s withdrawal or termination of membership prior to the dissolution or the merger, consolidation, or sale of the Cooperative, irrespective of how terminated, the Cooperative shall not become liable for the payment of any amount whatsoever for the value of any general property rights or interests (including any Member Units) in the Cooperative of the Member whose membership is terminated. Each Member is received into membership upon the express agreement on the part of the Member to that effect and upon the express condition that the value of the property rights and interests of each Member in the general property of the Cooperative (prior to the dissolution or the merger, consolidation, or sale of the Cooperative) is nothing, and in the event of the withdrawal or termination of membership prior to the dissolution or the merger, consolidation, or sale of the Cooperative, irrespective of how terminated, such Member shall not be entitled to anything for the value of such property rights or interests (including any Member Units).

ii. Except as otherwise provided in the Member Agreement, in the event of a Member’s withdrawal or termination of membership, the Cooperative shall pay the Member whose membership is withdrawn or terminated, or its executors, administrators, or permitted assigns, the amounts due such Member in patronage refunds, but only on the same basis, at the same time, and in the same manner, as Members whose memberships have not been withdrawn or terminated. In the event of a Member’s withdrawal or termination of membership, the Member shall only be entitled to any rights they may have under the ULCAA upon such withdrawal or termination.

j. Consent to Tax Treatment.

By becoming a Member of the Cooperative, each individual or entity automatically agrees, by such act alone, to take into account on the Member’s income tax return any distributions with respect to patronage refunds that are made in qualified written notices of allocation (as defined in Section 1388(c) of the Code) at their stated dollar amounts in the manner provided in Section 1385(a) of the Code, in the taxable year in which the Member receives the qualified written notices of allocation; provided that this consent will not extend to written notices of allocation clearly denominated on their face to be “non-qualified.” If patronage refunds are made in non-qualified written notices of allocation (as defined in Section 1388(d) of the Code), the Member agrees to take into account the corresponding amounts on the Member’s income tax return in the manner provided in Section 1385(c) of the Code in the year the equity is redeemed by the Cooperative. Each Member shall be solely responsible for any tax liability incurred as a result of patronage with the Cooperative. Each Member shall indemnify and forever hold harmless the Cooperative from any claims of any kind arising out of their patronage or their purchase or holding of membership units in the Cooperative.

k. Record of Members. The Cooperative may keep a record of the Members and their full names and addresses and any other identification information required to fulfill the Cooperative’s legal obligations. The Cooperative will adopt commercially reasonable measures to prevent misuse of such information by third parties, including by Members. Such information shall be kept confidential to the maximum extent permitted by the ULCAA.

l. Active Status; Inactive Members. To maintain “active” with the Cooperative Members must meet the following requirements:

• Supporter Members: login to the Subvert platform at least one (1) time in the previous twelve (12) months.
• Artist Members: (A) login to the Subvert platform at least one (1) time in the previous twelve (12) months; and (B) maintain at least one original release uploaded to the Subvert platform.
• Label Members: (A) login to the Subvert platform at least one (1) time in the previous twelve (12) months; and (B) maintain at least one original release uploaded to the Subvert platform
• Worker Members: (A) maintain their employment with the Cooperative; and (B) continue to meet the minimum work hour requirements established by these Bylaws.

If a Member fails to maintain “active” status, they shall be deemed “inactive,” at which time, the Member will (A) not be eligible to vote in Cooperative elections or participate in any governance matters, of which they are a part; (B) not be eligible for any new patronage allocations or refunds; and (C) will retain any previously earned patronage allocations and refunds.

“Inactive” Members may be reinstated to “active” status by satisfying the “active” Member requirements stated above.

III. MEMBER MEETINGS AND VOTING

a. Meetings of Members. Meetings of Members in accordance with this ARTICLE III may take place in person, by telephone conference, internet conference, video conference or any other electronic or telecommunications means by which the Members can effectively communicate with each other during the meeting, following the notice procedures prescribed in these Bylaws. Participation by any of the aforementioned means set forth in a meeting notice delivered pursuant to ARTICLE III(d) shall constitute presence in person at such meeting.

b. Annual Meetings.

A regular annual membership meeting of all Members (each, an “Annual Meeting”) shall be held annually within 120 days after the close of the fiscal year on a date and at such time and place as may be determined by the Board and specified in the proper notice of the Annual Meeting. At all Annual Meetings, all lawful business may be brought before the meeting so long as it is in accordance with these Bylaws. The Board shall present at each Annual Meeting a statement or report of the Cooperative’s business and financial condition as of the close of the most recent fiscal year.

c. Special Meetings.

Special meetings of the Members (each, a “Special Meeting”) may be called at any time by order of the Board or upon a written demand of at least five percent (5%) of all Members entitled to vote on the matter that is the purpose of the meeting stated in the demand. Such demand shall be delivered to the Board stating the specific business to be brought before the Special Meeting and shall state the time, date, and place of the Special Meeting. The demand shall specify a date for such Special Meeting that is no less than 10 days and no more than 120 days from the date of the demand. Business brought before any such Special Meeting shall be limited to the purpose stated in the demand.

d. Notice of Meetings. Written notice of every Annual Meeting and Special Meeting (collectively, “Meetings” and each, a “Meeting”) shall be prepared and sent in accordance with ARTICLE XII(B), not less than 10 nor more than 120 days before the Meeting. The notice shall state the time and place, the business to come before the Meeting, and the membership classes eligible to vote at such Meeting.

e. Waiver of Notice. When any notice is required to be given to any Member by law or under the provisions of the Articles or these Bylaws, a waiver thereof shall be equivalent to the delivery of proper notice. A Member may waive notice of a Meeting of the Members before, during or after the time stated in the notice.

f. Waiver by Attendance. By attending a Meeting, a Member: (1) waives any objection to lack of notice or defective notice of the Meeting unless the Member, at the beginning of the Meeting, objects to the holding of the Meeting or the transacting of business at the Meeting or (2) waives any objection to consideration at the Meeting of a particular matter not within the purpose or purposes described in the Meeting notice unless the Member objects to considering the matter when it is presented and does not thereafter vote for or assent to action taken at the Meeting. Attendance shall include attendance in person at any Meeting, participating by telephone, or participation by signing into a teleconference or other online format as prescribed by the Board for that particular Meeting.

g. Quorum.

The presence in person or by proxy of (i) one-half percent (0.5%)or more of the Members eligible to vote in the case of any Annual Meeting and (ii) one and one-half percent (1.5%) or more of the Members eligible to vote in the case of any Special Meeting shall constitute a quorum for the transaction of business at any such Meeting, except for the transaction of business concerning which a different quorum is specifically provided by law. In the event a quorum is not present or is lost during the Meeting, the Meeting may be recessed or adjourned from time to time without further notice by a majority of Members present until a quorum is obtained. Any business may be transacted at the resumption of the recessed Meeting that might have been transacted at the originally called Meeting. In the event a quorum is not present or is lost during the Meeting, the Meeting may be recessed or adjourned from time to time without further notice by a majority of those present until a quorum is obtained.

h. Voting.

Each Member shall be entitled to one (1) vote with respect to all matters brought before a vote of the Members. Unless otherwise required by law or these Bylaws, any matter brought before any Meeting at which a quorum is present shall be decided by the affirmative vote of the majority of the Members present at the Meeting or represented by proxy and entitled to vote on the matter. Voting at any Meeting may be taken by electronic means (including, but not limited to, email ballots, internet drop-box voting, platform, website, or other electronic voting or polling systems), by written ballot delivered to the Cooperative by mail as directed in instructions included with the ballots, or any other lawful means prescribed by the Board. Voting conducted by electronic means on any matter put to vote by Members shall remain open for at least 36 hours.

i. Proxies. Each Member entitled to vote at a Meeting or to express consent to action without a meeting may authorize another Member or Members to act for such Member by proxy. The authorization of a person to act as proxy shall be signed and delivered or submitted by electronic transmission in accordance with instructions provided with any written notice of a Meeting, provided that such authorization shall set forth, or be delivered with, information enabling the Cooperative to determine the identity of the Member granting such authorization. A Member may revoke any proxy by attending the Meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date.

j. Action Without a Meeting. Any action required or permitted to be taken at a Meeting, as set forth in these Bylaws, may be taken without a Meeting if notice of the proposed action is given and Members having no less than the minimum number of votes needed to authorize an action at a Meeting at which all Members entitled to vote at such Meeting were present and voted consent to the action in a record. Any such actions may be taken by electronic means (including, but not limited to, email ballots, internet drop- box voting, platform, website, or other electronic voting or polling systems). The failure of any Member to receive such notice of the Member vote shall not invalidate any action that may be taken by such vote.

k. Matters Requiring Member Approval.

In addition to those matters for which Member approval is required as a matter of law and without limiting the generality of these Bylaws, the following matters shall require a vote of the Members at a duly held Annual Meeting or Special Meeting or by written consent: (1) any amendment to these Bylaws if the amendment modifies: (a) the equity capital structure of the Cooperative, including the rights of the Members to share in profits or distributions, or the relative rights, preferences, and restrictions granted to or imposed upon one or more districts, classes, or voting groups of similarly situated Members, (b) the transferability of a Member's interest, (c) the manner or method of allocation of profits or losses among Members, or (d) the quorum for a meeting and the rights of voting and governance; (2) any amendments to the Articles under CO Code § 7-58-405, for which the approval of at least a majority of the voting power of all Members present at the Meeting shall be required; (3) voluntary dissolution of the Cooperative as provided under CO Code § 7-58-1202; (4) conversion of the Cooperative into another form of entity under CO Code § 7-58-1602; (5) merger of the Cooperative under CO Code § 7-58-1604; and (6) a disposition or encumbrance of assets of the Cooperative under CO Code § 7-58-1502, for which the approval of at least a majority of the voting power of all Members present at the Meeting called under CO Code 7-58-1503 (1)(b) and § 7-58-1504 shall be required.

l. Fixing the Record Date.

i. In order that the Cooperative may determine the Members entitled to notice of or to vote at any Meeting or any adjournment thereof or give written consent to Cooperative action without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date shall not be less than 10 nor more than 120 days before the date of such Meeting. If the Board so fixes a date, such date shall also be the record date for determining the Members entitled to vote at such Meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the Meeting shall be the date for making such determination.

ii. If no record date is fixed by the Board: (a) the record date for determining Members entitled to notice of or to vote at a Meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the Meeting is held; and (b) the record date for determining Members entitled to give consent to any action in writing without a meeting, if no prior action has been taken by the Board, will be the day on which the first written consent is given.

iii. A determination of Members entitled to notice of or to vote at a Meeting shall apply to any adjournment of the Meeting unless the Board fixes a new record date for the adjourned Meeting.

iv. So that the Cooperative may determine the Members entitled to receive payment of any distribution or allotment of rights, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted and which record date shall be not more than 120 days prior to such action. If no record date is fixed, the record date for determining Members for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

m. Member Proposals.

No proposal may be acted upon at any Annual Meeting unless the Board has included it in an Annual Meeting notice provided pursuant to ARTICLE III(d). Members may submit a proposal for consideration or voting by the Members at an Annual Meeting only if: (1) such Members submit written notice thereof to the Board no less than sixty (60) days and no more than one hundred twenty (120) days before the Annual Meeting, and such notice (a) describes the proposal in reasonable detail and (b) is approved by electronic means (including, but not limited to, email ballots, internet drop-box voting, platform, website, or other electronic voting or polling systems) by five percent (5%) or more of the Members eligible to vote on such proposal; and (2) at least one-third (1/3) of the directors then on the Board concur in writing that the proposal is appropriate and should be included in the Annual Meeting notice. Members whose proposal is so approved for inclusion in the Annual Meeting notice must submit a concise statement (not to exceed 250 words) in favor of the proposal. Subject to any modifications that may be considered appropriate by a majority of the directors who approved placing the proposal in the Annual Meeting notice, this statement will be included in the Annual Meeting notice. The non- approving directors may also include any additional statement relating to the proposal that they may consider appropriate.

IV. BOARD OF DIRECTORS

a. Number and Qualifications of Directors. At all times the Board shall consist of no fewer than three (3) and no more than twelve (12) natural persons. The exact number of authorized directors shall be fixed, from time to time, within the foregoing limits, in accordance with the terms of these Bylaws and by a duly adopted resolution of the Board. At least two-thirds (2/3) of the directors shall be Members of the Cooperative.

b. Classes of Directors. The Board shall be divided into four (4) classes of directors, representing each respective membership class, and designated: Supporter Member class, Artist Member class, Label Member class, and Worker Member class.

c. Composition of the Board of Directors.

i. Initial Directors. The Board of Directors shall initially consist of three (3) directors: Austin Robey, representing the Worker Member class; Sean Adams, representing the Worker Member class; and Izzy Ocampo, representing the Artist Member class (“Initial Directors”). The terms of the Initial Directors shall include the period of time from the Cooperative’s formation up until the first Annual Meeting, and then the three (3) year term beginning on the date of the first Annual Meeting.

ii. Elected Directors. At the first Annual Meeting (2025) of the Cooperative, three (3) additional directors shall be elected to the Board, which shall include one (1) Artist Member class director, one (1) Supporter Member class director, and one (1) Label Member class director. Subsequently, at the Annual Meeting in the following year (2026), three (3) additional directors shall be elected to the Board, which shall include one (1) Artist Member class director, one (1) Supporter Member class director, and one (1) Label Member class director.

iii. Board Composition. The goal of Article IV, Sections c.i. & c.ii. is to create a Board with staggered director terms, beginning at the second Annual Meeting (2026), containing nine (9) directors composed of:

• two (2) Worker Member class directors,
• two (2) Label Member class directors,
• two (2) Support Member class directors, and
• three (3) Artist Member class directors

The Board shall maintain this distribution of classes and numbers of directors in subsequent elections.

d. Term. The term of each director shall be three (3) years. Each director shall serve for a term ending on the date of the third (3rd) Annual Meeting following the Annual Meeting at which such director was elected.

e. Resignation and Removal of Directors. A director may resign by providing written notice to the Secretary or the Board. The resignation shall be effective upon the later of the date of receipt of the notice or the effective date specified in the notice. Members may remove a director with or without cause as provided by the ULCAA.

f. Vacancies. Vacancies on the Board by reason of death, resignation, removal, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors shall be solely filled by a majority vote of the Members of the class represented by the director whose seat is now vacant (i.e., if a Supporter Class director seat becomes vacant, then the successor will be voted on by only the Supporter Members). A director elected to fill a vacancy or a newly created directorship shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation, or removal.

g. Election of Directors.

Each director on the Board of Directors shall be elected exclusively by the membership class they represent (i.e., the Supporter Class director(s) may only be elected by Supporter Members, and so on for the other classes and directors). Only Members belonging to a specific membership class shall be eligible to vote for the director(s) representing their class. The election shall be conducted in accordance with the procedures established by the Board, ensuring that each membership class elects its representative director(s) at the Annual Meeting or a Special Meeting called for this purpose. Each membership class shall have the right to nominate candidates for their respective director position(s), and the candidate(s) receiving the highest number of votes within each class shall be deemed elected. This process ensures that the interests of each membership class are appropriately represented on the Board.

h. Board Meetings. Regular meetings shall be held by the Board at least once per fiscal year or more frequently, at such time and place (including by telephone or online) as the Board may determine.

i. Special Meetings. Special meetings of the Board shall be held whenever called by an officer or by a majority of directors at a time and place specified in the notice (including by telephone or online). Any business may be transacted at a special meeting. A meeting of the Board may be held at any time or place with or without notice upon the consent of all the directors.

j. Notice of Board Meetings. Prior written notice of each meeting of the Board shall be delivered to each director in accordance with ARTICLE XII(b) . Such notice shall be delivered at least ten (10) calendar days before regular meetings and at least three (3) calendar days before special meetings; provided that the Board may establish regular meeting places, dates, and times for which such notice need not be given. Notice may be waived by any or all of the directors, and appearance at a meeting shall constitute a waiver of notice thereof, except if a director objects to the meeting at the beginning of the meeting or promptly upon the director’s arrival at the meeting and does not thereafter vote in favor or otherwise assent to the action taken at the meeting.

k. Electronic Meetings. Meetings of the Board may take place in person, by telephone conference, by internet conference, by video conference or by any other electronic or telecommunications means by which the directors can effectively communicate with each other during the meeting. Participation by any of the aforementioned means set forth in a meeting notice delivered pursuant to ARTICLE IV(i) shall constitute presence in person at such meeting.

l. Quorum; Voting. A majority of all the directors shall constitute a quorum at any meeting of the Board. If a quorum of the Board is present at the beginning of a meeting, any action taken by the directors present is valid even if withdrawal of directors results in the number of directors being fewer than the number required for a quorum. Each member of the Board shall be entitled to one (1) vote on any matter coming before the Board.

Except as otherwise provided by the Articles, these Bylaws, or applicable law, the vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board. In the event of a stalemate, deadlock, or equality of votes, then such action shall fail.

m. Conflicting Interest Transaction. A director’s conflicting interest transaction (as defined under CO Code § 7-108-501) is not void or voidable and does not give rise to an award of damages or other sanctions in a proceeding by a Member or by or in the right of the Cooperative, solely because it is a director’s conflicting interest transaction or because the interested director is present at or participates in the meeting of the Board if (1) the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board, and the Board in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; (2) the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members entitled to vote on the conflicting interest transaction, and the conflicting interest transaction is specifically authorized, approved, or ratified by a vote of the disinterested members in which the votes cast in favor of authorizing, approving, or ratifying the conflicting interest transaction exceed the votes cast in opposition; or (3) The conflicting interest transaction is fair as to the Cooperative.

n. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board, as set forth in these Bylaws, may be taken without a meeting if the action is agreed to by all directors and is evidenced by one (1) or more written consents signed or submitted via electronic transmission, by all directors and filed with the records reflecting the action taken.

o. Remuneration and Expense Reimbursement. The Board may set the remuneration of directors in its reasonable discretion. Directors may be reimbursed for actual and reasonable out-of-pocket expenses incurred in service to the Cooperative. Reasonable procedures for the expense reimbursement of the directors shall be established by the Board. Notwithstanding the foregoing, directors may be eligible for compensation arising from or as provided for in a membership agreement, employment agreement or any other agreement governing the terms and conditions of a membership interest in the Cooperative.

p. Subvert Incorporated, PBC Board. 

Each director on the Board of Directors of the Cooperative shall also be required to serve concurrently as a member of the board of directors of the Cooperative’s subsidiary, Subvert Incorporated, PBC, a Delaware public benefit corporation (the "PBC"). This requirement is established to ensure consistent governance and alignment of strategic objectives between the Cooperative and the PBC. In the event that a director is unable to serve on the board of the PBC for any reason, they shall immediately notify the Cooperative Board and may be subject to removal from the Cooperative Board, unless appropriate remedial action, deemed acceptable by a majority of the remaining directors, is taken to address this dual board membership requirement. Directors must fulfill all obligations and responsibilities associated with their roles on both boards, and failure to maintain membership on either board shall be grounds for removal from both boards, subject to the terms of any applicable agreements or governing documents.

V. COMMITTEES OF THE BOARD OF DIRECTORS

a. The Board may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Cooperative. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting or disqualified from voting, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Unless the Board provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Unless the Board provides otherwise, each committee designated by the Board may make, alter, and repeal rules and procedures for the conduct of its business.

VI. OFFICERS

a. Positions and Election. The officers of the Cooperative shall be appointed by the Board and shall include a Chief Executive Officer, Treasurer, Secretary, and Chief Governance Officer. The Board may also appoint one (1) or more vice presidents and other officers of the Cooperative as the Board may determine in its discretion. Any two (2) or more offices may be held by the same person.

b. Term. Each officer of the Cooperative shall hold office until such officer’s successor is appointed and qualified or until such officer’s earlier death, resignation, or removal. Any officer appointed by the Board may be removed by the Board at any time, with or without cause, by the majority vote of the members of the Board then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any. The appointment of an officer shall not of itself create contract rights. Any officer of the Cooperative may resign at any time by giving written notice of his or her resignation to the Board or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board.

c. Chief Executive Officer. The Board may hire a person to be the Chief Executive Officer, who shall perform the duties of a general manager of the Cooperative and, subject to the control of the Board, shall supervise, direct and control the Cooperative’s day-to-day activities, business and affairs and supervise and direct paid staff and contractors, if any. The Chief Executive Officer shall implement the policies and direction set by the Board and exercise and perform such other powers and duties as may from time to time be assigned to them by the Board or prescribed by these Bylaws or by a policy, if any, adopted and amended from time to time by the Board. The Chief Executive Officer may delegate their responsibilities and powers subject to the control of the Board.

d. Treasurer. The Board may appoint a person to be the Treasurer of the Cooperative. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Cooperative, receive and give receipts for moneys due and payable to the Cooperative from any source whatsoever and deposit all such moneys in the name of the Cooperative in such banks, trust companies or other depositories as shall be selected and in general perform all the duties incident to the office of Treasurer.

e. Secretary. The Board may appoint a person to be the Secretary of the Cooperative. The Secretary shall attend all sessions of the Board, attend all Annual Meetings and Special Meetings of the Members, and record all votes and the minutes of all proceedings and shall perform like duties for committees when required. They shall give, or cause to be given, notice of all meetings of the Members and meetings of the Board and shall perform such other duties as may be prescribed by the Board or the Chief Executive Officer.

f. Chief Governance Officer. The Board may appoint a person to be the Chief Governance Officer of the Cooperative. The Chief Governance Officer’s duties shall include sharing information with Members and seeking feedback from Members regarding the Cooperative’s governance practices, ensuring the Cooperative’s voting practices remain effective and any other duties assigned to him or her from time to time by the Board.

g. Duties of Officers May Be Delegated. In case any officer is absent or for any other reason that the Board may deem sufficient, the Board may delegate for the time being the powers or duties of such officer to any other officer or to any director.

h. Removal of Officers. The Board of Directors may remove any officer of the Cooperative at any time, with or without cause, by a two-thirds (2/3) supermajority vote of the Board. The removal of an officer shall be effective immediately upon the Board's decision unless a later effective date is specified. The Board shall document the reasons for the removal and shall establish a transition plan for leadership succession.

VII. CAPITAL

a. Investments in Equity Capital.

i. The Board of Directors may require that Members make additional or supplemental capital contributions to the Cooperative on a percentage or other basis established in a written policy of the Board of Directors furnished to each Member or in any applicable membership or other agreement.

ii. All allocated shares of net margins shall be deemed capital contributions in the Cooperative without any further action by the Cooperative other than the giving to the appropriate recipient a written notice of allocation (as defined in 26 U.S.C. 1388). The Cooperative shall keep appropriate books and records showing the capital contribution by each Member in each year. The Cooperative may, but shall not be required to, issue such additional evidence of capital contribution in the Cooperative as the Board of Directors may prescribe.

b. Computation of Net Margins. The Cooperative's net margins, calculated upon the basis of each fiscal year, shall be computed as follows:

i. Gross Receipts. All proceeds of all subscriptions, advertising, sponsorship, fees, dues or other revenue resulting from the ordinary course of the Cooperative’s operating activities, plus all sums received from all other sources except loans and contributions to this Cooperative and investments in its capital, shall be deemed to be "Gross Receipts."

ii. Deductions from Gross Receipts. This Cooperative shall deduct from the Gross Receipts the sum of the following items:

1. All costs and expenses and other charges which are lawfully excludable or deductible from this Cooperative's Gross Receipts for the purpose of determining the amount of any net margins of this Cooperative.
2. Subvert Platform Licensing Fee. all amounts paid by the Cooperative for the licensing of the Subvert Platform used in the operation of the Cooperative, including but not limited to software, digital tools, online services, and any and all other intellectual property that may be included in the Subvert Platform. These deductions shall apply to the extent such amounts are directly attributable to the operation and maintenance of the Cooperative's business activities and are consistent with the accounting practices adopted by the Board.
3. Reserves. The Board of Directors may establish amounts for reasonable and necessary reserves for bad debts, contingent losses, working capital, debt retirement, and membership equity retirement. Unless allocated among the Members entitled to share in allocations of the Cooperative's net margins, (a) the Cooperative shall include the amounts credited to the reserves in computing its taxable income, (b) the tax liability thereon shall be deducted from net margins, and (c) no member or other person entitled to share in the allocation of the Cooperative’s net margins shall have any right or interest at any time in or to the reserve funds of the Cooperative except upon dissolution when the entire reserve funds of the Cooperative shall be distributed in accordance with the law and these Bylaws. To the maximum extent permitted by law, the Cooperative shall be permitted to exempt itself from taxation under 26 U.S.C. § 521, which provides for the exemption of farms’ cooperatives from tax.
4. Contributions to Surplus. The net margins, less any tax liability of the Cooperative accruing therefrom, attributable to business done for persons who are not Members or otherwise qualified to share in allocations of net margins or otherwise derived from non-patronage related sources (“Non-Member Patronage”) may be retained as property of the Cooperative in a surplus fund to be used as additional working capital or for such other purposes as may be determined by the Board of Directors. This surplus fund shall be distributed only upon dissolution of the Cooperative and no Member shall at any time have any right or interest in or to the surplus fund, except on dissolution. The Cooperative may conduct business with non-members such that Non-Member Patronage never exceeds forty-nine (49%) percent of the total patronage (member plus non-member patronage) with the Cooperative.

c. Cooperative's Net Margins. The balance of said Gross Receipts which remains after the foregoing deductions shall be deemed to be the "Cooperative's Net Margins" which term shall encompass net margins of Members entitled to share in the allocation of net margins of the Cooperative.

d. Losses. 

In the event the Cooperative sustains a loss in any manner for any period resulting from, among other things, operations, casualty, revaluation of assets or otherwise with respect to the Cooperative as a whole or from a particular segment of the Cooperative's operations, the Board of Directors shall determine the manner in which the loss shall be taken into account for accounting, taxation or any other purposes; provided that in making its determination the Board of Directors shall take into account all applicable facts and circumstances and account for the loss on a basis which is fair and equitable to all Members in the Cooperative. In making its determination the Board of Directors may authorize actions including, but not limited to:

i. allocating the loss on an equitable basis to some or all of the Members of the Cooperative by debiting equity account balances, by charging Members directly, or by charging Members using non-qualified notices of allocation;

ii. carrying the loss back or forward to offset earnings of the Cooperative or particular segments of its operations in prior or future years;

iii. canceling or debiting any or all outstanding equity account balances shown on the books of the Cooperative; or

iv. charging the loss against appropriate reserve or surplus accounts.

The Board of Directors may, but shall not be required to, submit a recommendation as to apportionment and allocation of any loss to a vote of the Members at a meeting of the Members duly called and properly held. A vote of a simple-majority of the Members present or voting by mail or by email at such a meeting shall be binding upon all the Members entitled to share in allocations of the Cooperative's net margins. To the maximum extent provided by law, no Member shall be liable for the debts of the Cooperative in an amount exceeding his/her/its Membership Share and any equity capital invested in the Cooperative.

VIII. ALLOCATIONS; PATRONAGE.

a. Allocations. 

The total Cooperative's net margins shall be received by the Cooperative, belong to and be held by the Cooperative for all its Members qualified to share in allocations of the Cooperative's net margins and shall be allocated to such Members at the close of each fiscal year on a patronage basis; provided, however, that if any amount which would otherwise be allocated to any Member or other person is less than twenty-five Dollars ($25.00), it may be credited by the Board of Directors to the surplus fund after deducting appropriate tax liabilities and need not be allocated to or among the Members entitled to share in allocations of the Cooperative’s net margins. Each Member’s respective allocated share of the net margins may be computed as determined by the Board of Directors upon the basis of his respective patronage of, and the net margins resulting from, the operations, the various departments, or segments of operations of this Cooperative and shall be in proportion to the quantity or value of the services provided to such Member (as hereafter prescribed). When making allocations through qualified written notices of allocation, this Cooperative shall within eight and one-half (8-1/2) months after the close of its fiscal year notify each Member in the form of a qualified written notice of allocation (as defined in 26 U.S.C. 1388) of his total allocation of Cooperative's net margins including the cash portion as well as the amount credited to his capital account. Each recipient shall treat his total allocation in the manner prescribed by Article I, Section 5, of these Bylaws and any applicable tax laws, regulations, and private letter rulings.

Patronage allocations for each respective Members class shall be allocated and calculated by the Board of Directors, which formula shall be established by the Board of Directors and may be reviewed periodically, in the sole discretion of the Board. The Board shall strive to balance the relative value of patronage and collective interest of each Member class when allocating patronage allocations to each Member class.

b. Qualified and Nonqualified Allocations. Allocations of the Cooperative's Net Margins in accordance with this Article may be made in the form of qualified written notices of allocation or nonqualified written notices of allocation as determined by the Board of Directors.

c. Qualified Notice of Allocation. Payment and Reinvestment. If the Cooperative pays any portion of an allocation of the Cooperative's Net Margins by a qualified written notice of allocation, the Board of Directors shall authorize at such time as it may determine, but in no event later than the fifteenth (15th) day of the ninth (9th) month following the end of the Cooperative's fiscal year, the Cooperative to pay in cash to each Member qualified to share in allocations of cooperative's net margins an amount as determined by the Board of Directors of at least twenty percent (20%) of the Member's allocated share of net margins and the balance of his allocated share of net margins shall be credited to the appropriate capital account of the Member on the books and records of the cooperative. The credit shall be deemed a payment to the Member and a reinvestment by the Member in the equity capital of the Cooperative.

d. Lien. 

To secure the payment of all indebtedness of any Member to this Cooperative, this Cooperative shall have perfected security interest and a first lien on the capital investments, net margins, and other property rights and interests, if any, in the Cooperative of such Member. As one means of enforcing its lien, the Cooperative shall be entitled to offset at any time, at the sole discretion of the Board of Directors, any debt of a Member person to the Cooperative with a corresponding amount of the Member's capital investments, net margins and other property rights and interests, if any, in the Cooperative. Each Member by joining and patronizing the Cooperative shall be deemed to have agreed to sign any instrument necessary to evidence and perfect the lien and security interest provided for in this Section.

e. No Offsets. No Member qualified to share in allocations of Cooperative's net margins shall be entitled to demand offset of any portion of such person's allocated share of net margins retained by the Cooperative against any indebtedness or claim due the Cooperative from such person.

f. Equity Redemption.

i. No acquisition, recall, distribution or redemption of equity capital in the Cooperative shall be made, required or effected, if the result of it would be to render the Cooperative unable to pay its debts as they become due in the usual course of business or causes the remaining assets of the Cooperative to be less than its liabilities plus the amount necessary to satisfy the interests of the holders of securities or other equity capital preferential to those receiving the distribution if the Cooperative were to be dissolved at the time of the distribution. Provided that the financial condition of the Cooperative will not be impaired, the Board of Directors in its sole discretion and subject to the approval of the Cooperative's secured creditors having the right to approve equity redemptions or retirements, and the application of the Uniform Limited Cooperative Association Act, may, but shall not be obligated to, authorize the redemption of any equity capital in the Cooperative at any time when a Member owning equity capital in the Cooperative shall (1) die, (2) if a non-natural person, liquidate its business affairs and intend to dissolve, (3) cease patronizing the Cooperative or using the Cooperative's services for a period of five (5) consecutive years, (4) withdraw or be terminated from the Cooperative as provided in these Bylaws, or (5) for other reasons as provided in an equity retirement policy adopted by the Board of Directors. Each class of equity capital and all persons in each of the above classifications shall be treated similarly with their respective class or classification. The Board of Directors may, in its discretion, issue to the Member interest bearing certificates of indebtedness in substitution and exchange for the equity capital of a Member, which may be subject to redemption.

ii. If (1) payments to persons entitled to repayment under an equity retirement policy developed by the Board of Directors under the immediately preceding paragraph f(i) shall have been made or adequate provision made therefor, (2) the Cooperative has obtained the approval of the Cooperative's secured creditors, and (3) the Board of Directors shall have determined the total amount of Members' investments in equity capital shall exceed the amount reasonably needed by the Cooperative, the Board may at its discretion retire a percentage of the equity capital in the Cooperative which the Board has determined is not needed. The percentage shall be paid to every holder of equity capital equitably among all on the same percentage basis of their total investments in equity capital regardless of when such investment was made, except that no equity capital shall be repaid under this plan until said Member shall have invested at least $20 in equity capital.

iii. When a Member separates from the Cooperative, whether through voluntary withdrawal, expulsion or death, the Cooperative shall redeem the Member's capital account pursuant to policies adopted by the Board of Directors, which policies may be revised from time to time in the sole discretion of the Board of Directors.

iv. No Member entitled to share in the allocation of the Cooperative's Net Margins shall have any right or interest at any time in or to any reserve fund, surplus accounts or equity capital allocated in the form of non-qualified written notices of allocation, except upon dissolution of the Cooperative when any such reserve fund, surplus account, or equity capital shall be distributed in accordance with these Bylaws, as otherwise provided by law or as the Directors may otherwise determine.

v. In connection with or in addition to the foregoing, the Board of Directors may establish policies and practices for the redemption of equity capital based upon the recognition of difference in the character and liquidity of assets held by the Cooperative and the resulting impact on availability of funds for equity redemption.

g. Borrowed Capital. This Cooperative may borrow such additional capital from Members or any other person or source as permitted by law. It may issue notes or certificates of indebtedness for amounts of borrowed money with such terms and conditions and on which it may pay an interest rate as determined by the Board of Directors.

h. Commingling of Capital; No Interest. Investments in equity capital need not be segregated from, and may be invested in, or commingled with, any other assets of the Cooperative. Unless provided otherwise in these Bylaws, no dividend, interest, or any other income shall be declared or paid on account of any capital stock or other equity capital in the Cooperative owned by a member or other investor.

IX. MERGER OR CONSOLIDATION; DISSOLUTION

a. Required Vote. If the Cooperative is a party to a plan of merger, sale of all or substantially all of the Cooperative’s assets, consolidation, dissolution, or share or equity capital exchange, such plan must first be approved by a two-thirds (67%) vote of all the directors on the Board and then approved by a majority of votes cast by Members at an Annual Meeting or Special Meeting at which a quorum is present.

b. Merger or Consolidation. If the terms of a merger or consolidation of which the Cooperative is a party do not provide the Members with an economic interest in the surviving entity that is substantially similar to the economic interest possessed by such Members immediately before such merger or consolidation, the value of the consideration received shall be divided among them in the same manner as a comparable amount of net liquidation proceeds would be distributed pursuant to ARTICLE IX(c). This shall not be construed to prevent issuance of differing forms of consideration to different groups of Members to the extent allowed by law.

c. Distributions Upon Dissolution, Liquidation or Sale. Upon the dissolution or liquidation of the Cooperative or the sale of all or substantially all of the Cooperative’s assets, all debts and liabilities of the Cooperative shall first be paid according to their respective priorities, as defined by law or agreement. Any property or proceeds remaining after discharging the debts and liabilities of the Cooperative shall be distributed in accordance with the following priorities to the extent funds are available therefor:

i. First, to each Member the amount then due to such Member in patronage refunds.

ii. Second, to each Member an amount equal to the purchase price of its Member Unit.

iii. Third , to each current and former Member, any property or proceeds remaining following the distributions in the foregoing clauses (1) - (3), pro rata based on the ratio of (a) the value of all patronage refunds distributed to such Member during the 24-month period immediately prior to the date the Members approved such dissolution, liquidation, or sale, to (b) the aggregate value of all patronage refunds distributed to Members during the 24-month period immediately prior to the date the Members approved such dissolution, liquidation, or sale.

If remaining property and proceeds are insufficient to pay all amounts otherwise distributable to Members under any of the foregoing clauses (1) – (3), the Cooperative shall distribute such remaining property or proceeds to Members in an equitable manner determined by the Board in its sole discretion.

X. RIGHT TO INFORMATION; CONFIDENTIALITY

a. Right to Information.

The Cooperative shall maintain in records available at its principal office such information as is required by law. The Cooperative may maintain additional information in records but shall not be required to make the same available unless required by law. The Cooperative shall receive and respond to requests for information by Members and former Members in accordance with applicable law. A Member or former Member making a valid request for information under this ARTICLE X(a) and subject to applicable law shall be solely responsible for paying or reimbursing the Cooperative for the reasonable costs associated with copying documents, including and limited to the cost of labor and materials.

b. Confidentiality. Without limiting the generality of the foregoing, Members and former Members shall at all times maintain in strict confidence and agree to not disclose to any person or entity not otherwise entitled to receive such information any and all non-public information received by or through the Cooperative, pertaining to the records of the Cooperative, its Members and the operations, activities or transactions of the same. Each Member and former Member, whether receiving information consequent to a valid request for information under ARTICLE X(a) or through its activities with or through the Cooperative, shall further ensure that any non-public information transmitted or communicated to an attorney or other agent of such Member, shall be kept in confidence to the same degree and extent as the Member or former Member is or would be bound by this ARTICLE X(b). All non-public 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.

XI. INDEMNIFICATION AND INSURANCE

a. Indemnification for Successful Defense of Proceedings.

The Cooperative shall indemnify any director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party by reason of being a director or officer of the Cooperative, against reasonable expenses (including counsel fees) incurred in connection with the proceeding.

b. Indemnification for Other Proceedings. The Cooperative may, to the fullest extent permitted by law, indemnify each person who may serve or who has served at any time as a director, officer, employee, fiduciary, or agent of the Cooperative or of any of its subsidiaries, or who at the request of the Cooperative may serve or at any time has served as a director, officer, employee, fiduciary or agent, or in a similar capacity with, another organization or any employee benefit plan, against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon such person in connection with any proceeding in which they may become involved by reason of serving or having served in such capacity.

c. Insurance. Upon and in the event of a determination by the Board to purchase such insurance, the Cooperative shall purchase and maintain insurance on behalf of any agent of the Cooperative against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Cooperative would have the power to indemnify the agent against that liability under the provisions of this ARTICLE XI. Any such insurance may be procured from any insurance company designated by the Board.

XII. MISCELLANEOUS

a. Notices.

Unless specified otherwise, all notices and other communications given or made pursuant to these Bylaws shall be deemed effective when sent to the last email address of the individual for whom the notice or communication is intended or when posted to any platform approved by the Cooperative where such individuals communicate.

b. Fiscal Year. The fiscal year of this Cooperative shall commence on January 1 each year and shall end on the following December 31.

c. Distribution of Bylaws.

After adoption of these Bylaws or an amendment, a copy of these Bylaws or the amendment, as the case may be, shall be provided or made available to each Member as shown on the books of record of the Cooperative.

d. Governing Law. These Bylaws shall be governed by and construed in accordance with the laws of the State of Colorado including all matters of construction, validity and performance.

e. Severability.

If a court of competent jurisdiction finds any provision in these Bylaws to be invalid, the intent of the Members shall control and such invalidity shall not affect the remainder of these Bylaws; the invalid provision shall be deemed severed and the remainder of these Bylaws shall remain enforceable in accordance with the terms hereof and in full force and effect.

f. Savings Clause. Notwithstanding anything in these Bylaws to the contrary, if any provision of the ULCAA is required to be included in these Bylaws, then such provision is hereby incorporated by this reference.

g. Amendments.

Amendments to these Bylaws shall be proposed and recommended by two-thirds (67%) of the Board of Directors, and thereafter ratified by a simple majority vote of the Members.  If upon presentment of a petition presented to the Secretary and signed by ten percent (10%) of the Members, the amendment to these Bylaws shall become effective by a three-fifths (60%) vote of the Members.  If notice of the character of the amendment proposed has been given in the notice of a meeting, these Bylaws may be altered or amended at any regular or special meeting of the Members by the affirmative vote of a simple majority of the Members present, or voting by mail or email, provided the Members so voting have received the exact wording of the amendments.”