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Subvert Cooperative LCA Articles of Incorporation

Filed pursuant to §7-58-302 and §7-58-303 of the Colorado Uniform Limited Cooperative Association Act (“ULCAA”) on behalf of Subvert Cooperative LCA. These Articles of Organization (the “Articles”) are duly authorized and approved to take effect immediately upon being filed.

ARTICLE 1

NAME

  1. The domestic entity name of the limited cooperative association is Subvert
    Cooperative LCA (the “Cooperative”).

ARTICLE II

PRINCIPAL OFFICE

  1. The principal office and mailing address of the Cooperative's initial principal office is: 26 West St. Apt 6B, Brooklyn, NY, 11222.

ARTICLE III

REGISTERED AGENT

  1. The registered agent name and registered agent address of the Cooperative's initial registered agent are: Vcorp Agent Services, Inc., 7700 E Arapahoe Road, Suite 220, Centennial, CO 80112. The person appointed as registered agent has consented to being so appointed.

ARTICLE IV

PURPOSE

  1. 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.

ARTICLE V

ORGANIZERS

  1. The true name and address of the person organizing the limited cooperative association is Austin Robey, 26 West St. Apt 6B, Brooklyn, NY, 11222.

ARTICLE VI

MEMBERSHIP

  1. A person becomes a member of the Cooperative (a “Member”) as provided in the Cooperative’s Bylaws (“Bylaws”) or by purchasing a copy of the publication “Plan for the Artist Owned Internet” from the Cooperative.
  2. The Members shall not have preemptive rights, and cumulative voting is not permitted for any Members.

ARTICLE VII

BOARD OF DIRECTORS

  1. Corporate Powers and Discharge of Duties:

8.1. The board of directors of the Cooperative (each a “Director” and collectively, the “Board”) shall exercise the corporate powers and shall manage the business and affairs of the Cooperative.

8.2. Each Director shall discharge their duties: (a) in good faith; (b) with care; and (c) in a manner that the Director reasonably believes to be in the best interests of the Cooperative.

8.3. In discharging their duties, a Director may rely on information, opinions, reports, or statements, including financial data, if prepared or presented by: (a) one or more officers or employees of the Cooperative whom the Director reasonably believes to be reliable and competent with respect to the information, opinions, reports, or statements; (b) one or more legal counsel, accountants, or other persons retained by the Cooperative as to matters involving expertise or skills the Director reasonably believes are within the person's professional or expert competence; or (c) a committee of the Board of which the Director is not a member if the Director reasonably believes the committee merits confidence. A Director may not rely on information, opinion, reports, or statements if the Director has knowledge concerning the matter in question that makes the reliance unwarranted.

8.4. The Board is granted the full power and authority to designate one or more series of stock from the undesignated capital stock of the Cooperative and to fix and establish the designations, powers, preferences, and rights of each additional series of stock. Further, the Board is granted the full power and authority to determine the appropriate purchase price per share for each series of stock that may be created by the Board under this Section.

8.5. A Director does not have any fiduciary duty to any creditor of the Cooperative
arising only from the status as a creditor, whether the Cooperative is solvent or
insolvent.

8.6. A Director does not have a conflict of interest solely because the Director's conduct relating to the duties of the Director may further the Director's own interest in their capacity as a member.

  1. Election: The number of Directors, qualifications for a seat on the Board, and procedures for election shall be in accordance with the Cooperative’s Bylaws, as may be amended from time to time.

ARTICLE VIII

LIMITATION ON DIRECTOR LIABILITY

  1. A Director shall not be personally liable to the Cooperative or to the Members for monetary damages for breach of fiduciary duty as a Director; except that this ARTICLE VIII shall not eliminate or limit the liability of a Director to the Cooperative or to the Members for monetary damages for any actions taken, or for failure to take any action, as a Director otherwise existing for (a) an intentional infliction of harm on the Cooperative or the Members; (b) an unlawful distribution (that is, a distribution made which would cause the Cooperative to not be able to pay its debts as they become due in the usual course of business or a distribution made which would cause the Cooperative’s total assets to be less than the sum of its total liabilities); (c) any breach of the Director’s duty of loyalty to the Cooperative or to the Members; (d) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (e) acts specified in Section 7-58-818 of the ULCAA; (f) acts specified in Section 7-108-403 of the Colorado Business Corporation Act; or (g) any transaction from which such Director directly or indirectly derived any improper personal benefit. It is the Cooperative’s intention to limit the liability of its Directors to the fullest extent permitted by applicable law. If the Colorado Business Corporation Act or the ULCAA is hereafter amended to eliminate or limit further the liability of a Director, then, in addition to the elimination and limitation of liability provided by the preceding sentences of this ARTICLE VIII, the liability of each Director shall be eliminated or limited to the fullest extent permitted by the Colorado Business Corporation Act or ULCAA so amended. Any repeal or modification of this ARTICLE VIII shall not adversely affect any right or protection of a Director under this ARTICLE VIII, as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this ARTICLE VIII, prior to such repeal or modification.

ARTICLE IX
INDEMNIFICATION

  1. The Cooperative shall indemnify an individual that was made a party to a proceeding because the individual is or was a Director, officer, employee, agent, or other fiduciary of the Cooperative, against reasonable expenses incurred in the proceeding if (a) the individual’s conduct was in good faith; (b) the individual reasonably believed (i) in the case of conduct in an official capacity with the Cooperative, that the conduct was in the Cooperative’s best interests, and (ii) in all other cases, that the conduct was at least not opposed to the Cooperative’s best interests; and (c) in the case of any criminal proceeding, the individual had no reasonable cause to believe their conduct was unlawful.
  2. The Cooperative shall also indemnify any person who is serving or has served the Cooperative as Director, officer, employee, agent, or other fiduciary, and the estate and personal representative of any such person, to the extent and in the manner provided in any bylaw, resolution of the Board or the Members, contract, or otherwise, so long as such provision is legally permissible.

Notwithstanding Sections 9.1 and 9.2:

13.1. the Cooperative shall not indemnify a Director, officer, employee, agent, or other fiduciary of the Cooperative in connection with a proceeding in which such individual was adjudged liable to the Cooperative or on the basis that such individual derived an improper personal benefit;

13.2. indemnification in accordance with this Article IX shall not extend to conduct that does not meet the requirements set forth in 9.1; and

13.3. the Cooperative shall limit its indemnification of any party to the total assets of the Cooperative.