Articles of Organization
Dark Patterns Digital, LCA

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

Name

  1. The domestic entity name of the limited cooperative association is Dark Patterns Digital, LCA (the “Cooperative”).

Principal Office

  1. The principal office and mailing address of the Cooperative’s initial principal office is

    1927 Vista Oaks Dr
    Carrollton, TX 75007

Registered Agent

  1. The registered agent name and registered agent address of the Cooperative’s initial registered agent are:

    Jason Wiener | p.c., a public benefit corporation
    4845 Pearl East Cir Ste 118
    PMB 34133
    Boulder, CO 80301

    The person appointed as registered agent has consented to being so appointed.

Purpose

  1. The purposes for which the Cooperative is organized are to transact all lawful business for which Cooperatives may be incorporated pursuant to the ULCAA, and to create a material positive impact on society and the environment, taken as a whole, from the business and operations of the Cooperative.

Organizers

  1. The true name and address of the person organizing the limited cooperative association is Jacqueline Radebaugh at

    4845 Pearl East Cir Ste 118
    PMB 34133
    Boulder, CO 80301

Preemptive Rights/Cumulative Voting

  1. The Cooperative’s members (“Members”), as defined in the Cooperative’s bylaws, as may be amended from time to time (the “Bylaws”) shall not have preemptive rights and cumulative voting is not permitted for any Members.

Board of Directors

  1. The corporate powers shall be exercised by or under the authority of, and the business and affairs of the Cooperative shall be managed under the direction of, the board of directors of the Cooperative (the “Board” or “Board of Directors”, and each a “Director”) which shall be elected in accordance with the Cooperative’s Bylaws.

  2. With respect to any matter before the Board for a vote, consideration, or other action, each Director shall be entitled to consider the following factors, among any other factors such Director deems relevant, in connection with determining the best interests of the Cooperative and the Members with respect to such matter:

    1. the near-term, mid-term and long-term prospects and interests of the Cooperative and the Members;

    2. the social, economic, community, creative, legal and other effects the determination of such matter may have on those materially affected by the Cooperative’s conduct, including: (i) current and past Members; (ii) current and retired employees; (iii) customers, vendors, suppliers, subcontractors, independent contractors, strategic partners and joint venturers; and (iv) the communities in which the Cooperative operates;

    3. customary cooperative principles and values, applied in the context of each decision;

    4. the effect the determination of such matter may have on the environment and the economy of the communities in which the Cooperative operates; and

    5. whether the determination of such matter advances the Cooperative’s purpose, as defined in ARTICLE IV above.

  3. Notwithstanding the foregoing, nothing set forth in Section 7.2 above is intended to or shall:

    1. create any additional fiduciary or other duties of any kind on the part of the Cooperative or any Director owed to the Members or any of the parties specified in Section 7.2 above;

    2. increase or expand the liabilities of the Cooperative or any Director or otherwise limit any defenses available to the Cooperative or any Director in connection with any claims, legal actions, lawsuits or other proceedings; and

    3. create any additional or special rights or causes of action in favor of the Members or any other third party, including without limitation, any of the third parties specified in this Section 7.2 above.

  4. The Board shall have full power and authority to determine the terms and manner of issue, including, but not limited to, the consideration therefor, and to issue or cause the issue of all shares of capital stock of the Cooperative now or from time to time hereafter authorized. Each Director shall discharge their duties: (a) in good faith; (b) with care; and (c) in a manner that each Director reasonably believes to be in the best interests of the Cooperative.

  5. Each Director or officer of the Cooperative shall in the performance of his or her duties, be fully protected in relying in good faith upon (i) the books of account of the Cooperative, (ii) reports made to the Cooperative by and of its officers or employees or by counsel, accountants, appraisers or other experts or consultants selected with reasonable care by the Directors or officers of the Cooperative, (iii) reports made by a committee of the Board of which the Director is not a member if the Director reasonably believes the committee merits confidence, or (iv) other records of the Cooperative. A Director may not rely on information, opinions, reports, or statements if the Director has knowledge concerning the matter in question that makes the reliance unwarranted.

  6. 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.

  7. 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.

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.

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:

    1. the individual’s conduct was in good faith;
    2. 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
    3. 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.

  3. Notwithstanding Sections 9.1 and 9.2:

    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;
    2. indemnification in accordance with this ARTICLE VIII shall not extend to conduct that does not meet the requirements set forth in 9.1; and
    3. the Cooperative shall limit its indemnification of any party to the total assets of the Cooperative.

Amendment of Bylaws

  1. Except for the matters set out C.R.S. 7-58-405 subsection (5), the Board may make, amend, or repeal any provision of the Bylaws without Member approval. If the Board amends the Bylaws in accordance with this ARTICLE X, it shall provide a description of any such amendment to Members in a record not later than thirty (30) days after the amendment, but the description may be provided at the next annual members meeting if the meeting is held within the thirty-day period.

Amendment of Articles of Organization

  1. Following approval by two-thirds (2/3rds) of the Board, any amendment to these Articles shall be submitted to the Members for approval at any special or regular meeting of the Members, or by action without a meeting, duly authorized by the Bylaws. The Articles may be so altered or amended by at least a two-thirds (2/3rds) approval of the Members present at a duly authorized and convened Members’ meeting or by action without a meeting.

Action by Members Without a Meeting

  1. Any action required or permitted to be taken at a Members’ meeting, as set forth in the Bylaws, may be taken without a meeting if notice of the proposed action is given and the Members holding membership interests having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all of the membership interests entitled to vote thereon, as determined in the Bylaws, were present and voted, consent to the action in a record.